10-K

                               FORM 10-K
                  SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549 
(Mark One)
  [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended               January 31, 1994               
                                  OR
  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 
For the transition period from                  to                     
 
Commission File Number                  1-8570                         

 
                  CIRCUS CIRCUS ENTERPRISES, INC.                      

      (Exact name of registrant as specified in its charter) 
 
          Nevada                         88-0121916                    

(State or other jurisdiction of           (I.R.S. Employer 
 incorporation or organization)          Identification No.) 
 
   2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120        

      (Address of principal executive offices)   (Zip Code) 
 
Registrant's telephone number, including area code:  (702) 734-0410    

 
Securities registered pursuant to Section 12(b) of the Act: 
 
                                            Name of Exchanges 
       Title of Class                      on which Registered 
 
Common Stock, $.01-2/3 Par Value       New York Stock Exchange and 
                                       Pacific Stock Exchange 
 
Securities registered pursuant to Section 12(g) of the Act:  None 
 
     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      

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
 
     The aggregate market value of the voting stock of the registrant
held by persons other than the registrant's directors and executive
officers as of April 25, 1994 (based upon the last reported sale price
on the New York Stock Exchange on such date) was $2,185,976,064.   
 
     The number of shares of Common Stock, $.01-2/3 par value,
outstanding at April 25, 1994:  85,686,829. 
                                             
                   DOCUMENTS INCORPORATED BY REFERENCE 
     PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1994 are incorporated by
reference into Items 7 and 8, inclusive.

     PART III - Portions of the Registrant's definitive proxy
statement in connection with the annual meeting of stockholders to be
held on June 21, 1994, are incorporated by reference into Items 10
through 13, inclusive. 
 
                                  PART I

     Item 1.   Business.

General

     Circus Circus Enterprises, Inc. (the "Company"), which was
incorporated in 1974, owns and operates, through wholly-owned
subsidiaries, six hotel-casino properties in the State of Nevada,
including three properties in Las Vegas (Circus Circus-Las Vegas,
Luxor and Excalibur), the Circus Circus Hotel and Casino in Reno
and the Colorado Belle Hotel and Casino and the Edgewater Hotel
and Casino which are located on the Colorado River in Laughlin. 
The Company also operates two smaller casinos on the Las Vegas
Strip, Slots-A-Fun (which the Company also owns) and the Silver
City Casino (which the Company operates under a long-term lease). 
With the addition of Luxor, which opened on October 15, 1993, the
Company increased both its rooms base and casino space by over
22% to approximately 13,700 rooms and approximately 536,000
square feet of casino space.

     The Company is currently engaged in the development of a 24-
acre dockside casino site in Tunica County, Mississippi which the
Company purchased in January 1994.  Subject to receipt of the
requisite regulatory approvals, the Tunica County project, which
will be wholly-owned and operated by the Company, is expected to
open in the fall of 1994.  The Company is also currently a 50%
participant in two joint ventures which are developing and/or
seeking the requisite regulatory approvals for casino projects in
Reno, Nevada; and Chalmette, Louisiana; and is a one-third
participant in a joint venture which is developing a hotel-casino
project in Windsor, Ontario, Canada.  The Company also is a 50%
participant in a joint venture which is one of two finalists that
have submitted bid proposals for the right to develop a casino in
Sydney, Australia, which includes a 12-year exclusive right to
operate table games, and has joined with two other companies in a
bid proposal for a license to operate a riverboat facility in
Michigan City, Indiana.  For additional information concerning
the Tunica County project and the additional projects with which
the Company is involved through the aforementioned joint
ventures, see "Current Expansion Project and Joint Venture
Participations", below.

     Unless the context otherwise indicates, all references to
the Company are to Circus Circus Enterprises, Inc. and its
subsidiaries.

Description of the Company's Operating Hotels and Casinos

     Circus Circus-Las Vegas.  Circus Circus-Las Vegas, the
Company's original property, is a circus-themed hotel and casino
complex situated on approximately 69 acres on the north end of
the Las Vegas Strip.  The property, which has a total of 2,793
hotel rooms, includes approximately 110,000 square feet of casino
space where, as of January 31, 1994, 2,369 licensed slot machines
and other coin-operated devices, 69 blackjack ("21") tables, four
craps tables, seven roulette tables and two wheels of fortune as
well as poker, keno and a race and sports book were available to
the casino's patrons.  From a "Big Top" above the casino, Circus
Circus-Las Vegas offers its guests a variety of circus acts
performed free of charge to the public from 11 a.m. to midnight
daily.  A mezzanine area overlooking the casino has a circus
midway with carnival-style games and an arcade that offers a
variety of amusements and electronic games.  Two specialty
restaurants, a buffet with a seating capacity of approximately
1,160, two coffee shops, several fast food snack bars, five
cocktail bars and two cocktail service bars, and a variety of
gift shops and specialty shops are also available to the guests
at Circus Circus-Las Vegas.  On-site parking is available for
approximately 5,100 vehicles, including three garages that will
accommodate approximately 3,200 vehicles and covered parking for
approximately 320 vehicles beneath the recently completed Grand
Slam Canyon, described below.  Circus Circus-Las Vegas also
offers accommodations for approximately 375 recreational vehicles
at the property's Circusland RV Park.  In August 1993, the
Company completed its latest addition to Circus Circus-Las Vegas
with the opening of Grand Slam Canyon, an "adventuredome"
covering approximately five acres and modeled after the Grand
Canyon.  The new facility offers theme park entertainment that
includes a high-speed, double-loop, double-corkscrew roller
coaster, a coursing river flume ride on white-water rapids, a 65-
foot waterfall, fully animated life-size dinosaurs in their
primeval habitat, a southwestern-themed restaurant with a
cantina, food kiosks, souvenir shops and an arcade, all in a
climate-controlled setting under a giant pink space-frame dome. 
A phased expansion program is currently underway which will
increase the number of attractions at Grand Slam Canyon.  The
first phase of this expansion should be completed by the summer
of 1994 and will cost approximately $10 million.  

     Luxor.  The most recently completed of the Company's
properties is the Egyptian-themed hotel and casino complex,
Luxor, a 30-story pyramid sheathed in reflective glass.  Situated
at the south end of the Las Vegas Strip on a 64-acre site
adjacent to Excalibur, Luxor was opened to the public on October
15, 1993 and offers its guests more than 400,000 square feet of
public entertainment area on three different levels beneath a
soaring hotel atrium enclosed by 2,526 hotel rooms, including 287
suites.  The rooms can be reached from the four corners of the
pyramid by state-of-the-art "inclinators" which travel at a 39-
degree angle.  Luxor includes approximately 100,000 square feet
of casino space where, as of January 31, 1994, 2,517 licensed
slot machines and other coin-operated devices, 69 blackjack
("21") tables, eight craps tables, eight roulette tables and two
wheels of fortune as well as poker, keno and a race and sports
book were available to the casino's patrons.  On the casino
level, guests may view a chronological tableau of Egyptian
archaeological wonders dating from 4000 B.C. to 300 B.C. from
boats operated on a waterway that flows along the interior
perimeter of the building, separating the hotel rooms from the
casino.  Above the casino, a series of high-tech "participatory"
adventures arrayed in striking scenery are designed to seemingly
transport visitors to extraordinary places of times past, present
and future.  Below the casino is a 1,100-seat oval showroom which
features nightly costume drama.  Also on the showroom level is a
museum of the Tomb of King Tutankhamun featuring authentic
replicas of Egyptian artifacts as they were found in the Tomb. 
Luxor's other public areas contain a buffet with a seating
capacity of approximately 800, six themed restaurants including
two gourmet restaurants, as well as a snack bar, five cocktail
lounges and a variety of specialty shops.  Surface parking is
available for nearly 3,000 vehicles.  A 1,600 space parking
garage is under construction and is expected to be completed by
the summer of 1994.  

     Excalibur.  Excalibur is a castle-themed hotel and casino
complex situated on the south end of the Las Vegas Strip on a 53-
acre site adjacent to Luxor.  Excalibur, which has a total of
4,032 hotel rooms, offers its guests more than 400,000 square
feet of public entertainment area, including approximately
110,000 square feet of casino space where, as of January 31,
1994, 2,555 licensed slot machines and other coin-operated
devices, 65 blackjack ("21") tables, six craps tables, six
roulette tables and two wheels of fortune as well as poker, keno
and a race and sports book were available to the casino's
patrons.  Excalibur's other public areas include a Renaissance
faire, a medieval village, an amphitheater with seating capacity
of nearly 1,000 where nightly mock jousting tournaments are held
and costume drama are presented, two dynamic motion theaters,
various artisans' booths and medieval games of skill.  In
addition, the property has a buffet with seating capacity of
approximately 1,450, six themed restaurants, as well as three
snack bars, several cocktail lounges and a variety of specialty
shops.  Surface parking is available for approximately 2,500
vehicles.  A 1,400 space parking garage is under construction and
is expected to be completed by the summer of 1994.  

     Circus Circus-Reno.  Circus Circus-Reno is a circus-themed
hotel and casino complex situated in the downtown district of
Reno, Nevada.  The property, which has a total of 1,625 hotel
rooms, includes approximately 60,000 square feet of casino space
where, as of January 31, 1994, 1,675 licensed slot machines and
other coin-operated devices, 66 blackjack ("21") tables, three
craps tables, six roulette tables and a wheel of fortune as well
as poker, keno and a race and sports book were available to the
casino's patrons.  From a "Big Top" above the casino, Circus
Circus-Reno also offers its guests a variety of circus acts
performed free of charge to the public from 11 a.m. to midnight
daily.  A mezzanine area overlooking the casino has a circus
midway with carnival-style games and an arcade that offers a
variety of amusement and electronic games.  The facilities at
Circus Circus-Reno also include a specialty restaurant, a buffet
with a seating capacity of approximately 700, a coffee shop,
three fast food snack bars, four cocktail lounges, a gift shop
and specialty shops.  Covered parking is available for over 1,800
vehicles.  For information concerning the Company's participation
in a joint venture which is developing a new project adjacent to
Circus Circus-Reno, see "Current Expansion Project and Joint
Venture Participations -- Reno Joint Venture", below.

     Colorado Belle.  The Colorado Belle Hotel and Casino is
situated on a 22-acre site on the bank of the Colorado River
(with 1,080 feet of river frontage) in Laughlin, Nevada,
approximately 90 miles south of Las Vegas.  The Colorado Belle
features a 600-foot replica of a Mississippi riverboat with 200
hotel rooms, two towers containing an additional 1,034 hotel
rooms and a 64,000 square foot casino where, as of January 31,
1994, 1,594 licensed slot machines and other coin-operated
devices, 34 blackjack ("21") tables, three craps tables and four
roulette tables as well as poker, keno and a sports book were
available to the casino's patrons.  The Colorado Belle's
facilities also include a 350-seat buffet, a coffee shop, three
specialty restaurants, two fast food snack bars, four cocktail
lounges and a cocktail service bar as well as a gift shop and
other specialty shops.  There is surface parking available for an
estimated 1,700 vehicles.

     Edgewater.  The Edgewater Hotel and Casino is situated on a
16-acre site adjacent to the Colorado Belle in Laughlin, Nevada
with approximately 1,640 feet of frontage on the Colorado River. 
The property, which has 1,450 hotel rooms, includes approximately
57,000 square feet of casino space where, as of January 31, 1994,
1,542 licensed slot machines and other coin-operated devices, 30
blackjack ("21") tables, three craps tables, three roulette
tables and a wheel of fortune as well as poker, keno and a race
and sports book were available to the casino's patrons.  The
Edgewater's facilities also include a specialty restaurant, a
coffee shop, a buffet with a seating capacity of approximately
735, a snack bar and three cocktail lounges.  There is surface
parking available for approximately 1,350 vehicles and a parking
garage which can accommodate approximately 934 additional
vehicles.  

     Other Properties.  The Silver City Casino and Slots-A-Fun
have 18,200 and 16,700 square feet of casino space, respectively.
Both casinos depend on foot traffic along the Las Vegas Strip for
their business.  As of January 31, 1994, the Silver City Casino
had 515 licensed slot machines and other coin-operated devices,
and Slots-A-Fun had 601 such licensed machines and devices.

Marketing

     Generally, the Company follows a marketing and operating
philosophy which emphasizes high-volume business by providing
moderately priced hotel rooms, food and beverage and alternative
entertainment in combination with the gaming activity.  The
Company also maintains stringent cost controls which are
exemplified by a general policy of offering minimal credit for
gaming customers at the Company's properties.  Management
believes that this philosophy sets the Company apart from its
principal competitors.

     The Company's current operations are conducted 24 hours a
day, every day of the year.  The Company does not consider its
business to be highly seasonal, although typically its operating
income is somewhat lower in the fourth quarter.  Management
emphasizes courtesy and prompt service to its customers and
aspires to a high standard of excellence in all of its
operations.

     The Company believes it has been able to maintain high
occupancy rates at its hotels, in part, due to the modest prices
charged for its rooms and its advertised policy of assisting any
customer who cannot be accommodated at its properties in finding
similarly priced rooms in nearby hotels and motels.  The combined
occupancy rate (excluding complimentaries but including
nonrefunded prepaid cancellations) of the Company was
approximately 97.8%, 98.3% and 96.4% for the years ended January
31, 1994, 1993 and 1992, respectively.

     Circus Circus-Las Vegas and Circus Circus-Reno, which
together contributed 36% of the Company's revenues in the year
ended January 31, 1994 (and 39% and 40%, respectively, in the
years ended January 31, 1993 and 1992), have popular buffets,
attractive because of their variety, quality and low price.  From
a "Big Top" above the casino, both properties offer a variety of
circus acts performed free of charge to the public from 11 a.m.
to midnight daily.  A mezzanine area overlooking each casino has
a circus midway with carnival-style games and an arcade that
offers a variety of amusement and electronic games.  In August
1993, the Grand Slam Canyon adventuredome was opened as an
additional attraction at Circus Circus-Las Vegas.

     Excalibur, which contributed 30% of the Company's revenues
in the year ended January 31, 1994 (and 33% in the years ended
January 31, and 1993 and 1992), attracts customers in the same
manner as the two circus-themed properties by offering quality
rooms, food and entertainment at moderate prices.  By way of
entertainment, the medieval castle-themed Excalibur offers a
medieval village, an amphitheater where mock tournaments and
costume drama are presented, dynamic motion theaters, various
artisans' booths and medieval games of skill.

     Luxor, which generated $27.6 million of operating cash flow
(earnings before depreciation, interest and taxes) and
contributed $89.3 million to the Company's revenues during the
first three and one-half months it was open and 27% of the
Company's revenues in the fourth quarter of fiscal 1994, is
designed to attract the higher income segment of the middle-
income strata of gaming customers by offering a new level of
entertainment and hotel accommodations.  Designed with an
Egyptian theme, the pyramid-shaped Luxor offers its guests a tri-
level entertainment area which includes a water journey from
which guests discover replicas of artifacts and treasures of
ancient Egypt.  The upper level includes a series of high-tech
"participatory" adventures arrayed in striking scenery designed
to seemingly transport visitors to extraordinary places of times
past, present and future.  Also included as entertainment
attractions are an oval showroom featuring nightly costume drama
and a museum replicating King Tut's Tomb and its contents.
     
     The Colorado Belle and Edgewater together contributed 21% of
the Company's revenues in the year ended January 31, 1994 (and
23% in the years ended January 31, 1993 and 1992).  Forming the
heart of the Laughlin "Strip", the Colorado Belle and the
Edgewater combine to offer 2,700 rooms and over 120,000 square
feet of casino space.  The Colorado Belle offers a classic
Mississippi riverboat theme, complete with a 60-foot paddlewheel. 
The Edgewater's southwestern motif provides a relaxing atmosphere
to enjoy the property's casino and other facilities.  Connected
by a scenic walkway, the two resorts form an inviting shoreline
along the Colorado River.

     The Company maintains an active media advertising program
through radio, television, billboards and printed publications
primarily in Nevada, California and Arizona. During the year
ended January 31, 1994, the Company incurred total expenses
relating to advertising (including the media advertising
described above) of $40.4 million compared with $35.0 million and
$34.0 million during the years ended January 31, 1993 and 1992,
respectively.  While the Company offers complimentary hotel
accommodations, meals and drinks to its customers on an
individual basis, no group complimentary arrangements are
offered.

Operations

     The primary source of revenues and income to the Company is
its casinos, although the hotels, restaurants, bars, shops,
midway games and other entertainment attractions and other
services are an important adjunct to the casinos.
     The following table sets forth the contribution to net
revenues on a dollar and percentage basis of the Company's major
activities for each of the three most recent fiscal years.

                                         Year Ended January 31,                
                                1992             1993            1994
                                          (Dollars in thousands)
Revenues:
  Casino(1) . . . . . . . .  $471,823  58.5%  $495,012  58.7% $538,813  56.4%
  Food and 
    beverage(2) . . . . . .   129,951  16.1%   135,786  16.1%  152,469  16.0%
  Rooms(2). . . . . . . . .   141,716  17.6%   147,115  17.4%  176,001  18.4%
  Other(2). . . . . . . . .    89,652  11.2%    92,500  11.0%  117,501  12.3%
                              833,142 103.4%   870,413 103.2%  984,784 103.1%
Less:
  Complimentary
    allowances(2) . . . . .    27,119   3.4%    27,388   3.2%   29,861   3.1%
Net revenues. . . . . . . .  $806,023 100.0%  $843,025 100.0% $954,923 100.0%

                                                                             

(1)  Casino revenues are the net difference between the sums
     received as winnings and the sums paid as losses.

(2)  Food and beverage, Rooms and Other include revenues from
     services which are provided to casino customers and others
     on a complimentary basis.  Such amounts are then deducted as
     complimentary allowances to arrive at net revenue.
                                             

     In connection with its gaming activities, the Company
follows a policy of stringent controls and crosschecks on the
recording of all receipts and disbursements.  The audit and cash
controls developed and utilized by the Company include the
following:  locked cash boxes, independent counters, checkers and
observers to perform the daily cash and coin counts, floor
observation of the gaming areas, closed-circuit television
observation of certain areas, computer tabulation of receipts and
disbursements for each of the Company's slot machines, tables and
other games, and the rapid analysis and resolution of
discrepancies or deviations from normal performance.

     The Company's credit policies are stringent and credit play
historically has accounted for an insignificant portion of its
gaming activities.  Because of the Company's policies, its casino
receivables have been significantly less than 1% of its total
assets and its annual bad debt expense has been approximately
1/10 of 1% of casino revenues.

Current Expansion Project and Joint Venture Participations

     Consistent with past practice and the longstanding policy of
making substantial investments in its gaming business at regular
intervals, the Company continues to actively pursue new projects,
either by development or acquisition, although with a bias toward
development.  New projects may be undertaken in Nevada, where all
of the Company's operating properties are currently located, or
in other jurisdictions within the United States or abroad where
gaming has been legalized.  Such projects may, like all of the
Company's currently operating properties (other than Silver City
Casino), be wholly-owned and operated by the Company, or may be
developed, owned and/or operated through joint ventures involving
the Company and one or more other parties, such as the joint
venture projects described below.  

     The Company is currently engaged in the development of a
dockside casino in Tunica County, Mississippi, which, subject to
receipt of the requisite regulatory approvals, is expected to
open in the fall of 1994 and will be wholly-owned and operated by
the Company.  The Company is also participating in joint ventures
which are engaged in the development, subject to the requisite
regulatory approvals, of casino projects in Reno, Nevada and
Chalmette, Louisiana (where the Company is a 50% participant) and
Windsor, Ontario, Canada (where the Company is a one-third
participant).

     The following is a description of the various casino
projects with which the Company is involved either directly or as
a joint venture participant:

     Tunica County, Mississippi

     The Company, through a wholly-owned subsidiary, is currently
engaged in the development of a dockside casino ("Circus-Tunica")
on a 24-acre site owned by the Company and situated along the
Mississippi River in Tunica County, Mississippi, approximately
three miles west of Mississippi State Highway 61 (a major
north/south highway connecting Memphis, Tennessee with Tunica
County) and  approximately 20 miles south of Memphis.  As
presently planned, Circus-Tunica will include a permanently
moored riverboat which will operate 24 hours a day and will have
approximately 50,000 square feet of casino space in addition to
restaurants, retail shops and entertainment areas.  Construction
of Circus-Tunica, which commenced in January 1994, involves the
fabrication of a barge on which the 127,000 square-foot multi-
level facility will be built.  The total cost of this project is
estimated at $80 million, including land, capitalized interest
and preopening expenses.

     The Circus-Tunica site forms a part of a three casino
development situated on 72-acres.  The Company also has an
undivided one-half interest in an additional 388 acres of land
contiguous to or near the three casino sites which may be used
for future development.  The Company has received site approval
for the Circus-Tunica project from the Mississippi Gaming
Commission but has not yet obtained a gaming license for the
facility.  It is anticipated that, subject to the Company's
receipt of the requisite gaming license, Circus-Tunica will
commence operating in the fall of 1994.

     The State of Mississippi legalized casino gaming on the
water along the Mississippi River and the Mississippi Gulf Coast
in June 1990.  Under  Mississippi law, 14 counties adjacent to
the Mississippi River and the Gulf Coast have been granted the
option to authorize gaming, and as of March 31, 1994, nine
counties, including Tunica County, had authorized gaming.  As of
March 31, 1994, approximately 27 Mississippi gaming licenses had
been granted, including licenses for nine dockside casinos in
Tunica County, and applications for approximately 45 additional
licenses were pending.  Of the applications pending on March 31,
1994, approximately 17 (including the Circus-Tunica application)
were for proposed Tunica County casinos.  There is no limit on
the number of licenses that may be granted within Mississippi or
within any county in Mississippi.  

     It is anticipated that Circus-Tunica's principal market will
be the area within 100 miles of Tunica County.  This area
includes Memphis, Tennessee (with a population of approximately
1,000,000), Little Rock, Arkansas (with a population of
approximately 175,000) and northern Mississippi with a population
base of over 250,000.  Tunica County is currently the closest
legalized gaming jurisdiction to Memphis.  Because Circus-Tunica
is expected to be heavily dependent upon the patronage of Memphis
residents and upon tourists and other out-of-state gaming
customers arriving from Memphis, the opening of gaming casinos at
locations closer to Memphis could have a material adverse effect
on Circus-Tunica's operations.  In this regard, De Soto County,
the northwesternmost Mississippi county and the nearest to
Memphis, by local referendum in November 1992 voted against
authorizing gaming activities in the county, but could at any
time after October 1996 vote to allow gaming activities.  In
addition, the authorization of gaming activities in Arkansas or
Tennessee, which currently has constitutional restrictions upon
gaming activities, could have a material adverse effect on the
Company's proposed Tunica County operations.  

     For information concerning regulatory requirements
applicable to the ownership and operation of casino gaming
facilities in Mississippi, see "Regulation and Licensing
- -- Mississippi" in this Item 1.

     Reno, Nevada Joint Venture (50% Participation)

     The Company, through a wholly-owned subsidiary, is a 50%
participant with Eldorado Limited Liability Company ("Eldorado
Limited") in a joint venture (the "Reno Joint Venture") which is
engaged in the development of a themed hotel and casino complex
on a site composed of two city blocks in downtown Reno, Nevada
that adjoin both Circus Circus-Reno and the Eldorado Hotel/ 
Casino, which is privately owned by the owners of Eldorado
Limited and their affiliates.  Currently designated as "Project
C" pending the selection of a name, the complex is presently
anticipated to include approximately 1,700 hotel rooms, 76,000
square feet of space devoted to gaming, a variety of
entertainment, five themed restaurants and a parking structure
with space for approximately 2,000 vehicles.  

     Initial work on the site, all of which will be either owned,
or leased with an option to purchase, by the venture, commenced
in December 1993.  Construction is expected to be completed in
the summer of 1995 at a cost of approximately $300 million,
including land, capitalized interest and preopening costs.  

     Pursuant to the joint venture agreement relating to the Reno
Joint Venture (the "Reno Venture Agreement"), each participant is
required to contribute to the Reno Joint Venture cash or property
with an agreed to value equal to 15% of the total budgeted cost
for developing Project C.  In addition, the Company is obligated
to provide, or arrange for, construction financing for the
balance of the cost of developing Project C.  If the Company
elects to arrange for funding of the construction by a third
party, rather than by providing the financing itself, and the
Company (and not Eldorado Limited) guarantees the construction
loan, the Company will be entitled to receive a fee equal to two
percent per anum of the average outstanding principal amount
guaranteed.  In addition, the Company is obligated to provide a
$10 million revolving line of credit to provide working capital
for Project C.  Under certain circumstances, the Company could be
required to commit additional capital in the form of capital
contributions or loans to the Reno Joint Venture.  Each
venturer's ability to participate in cash flows generated by
Project C is limited by the terms of the Reno Venture 
Agreement.  The foregoing summary of the Reno Venture Agreement
is qualified in its entirety by reference to the full text of
such agreement which is included as Exhibit 10(cc) to this
Report.

     Windsor, Ontario, Canada Joint Venture (33-1/3%
     Participation)

     The Company is a participant with Hilton Hotels Corporation
and Caesars World, Inc., through its ownership of a one-third
interest in Windsor Casino Limited, an Ontario corporation
("WCL") which has been awarded the exclusive right to negotiate
an agreement to develop and operate, under a management
agreement, a casino in Windsor, Ontario, Canada, approximately
1.5 miles from Detroit, Michigan across the Detroit River.  WCL
plans, subject to reaching such agreement, to develop and operate
a hotel-casino which will include approximately 2,400 gaming
devices and 125 table games, entertainment, meeting facilities
and other public areas.  WCL anticipates opening a temporary
casino in May 1994 with the permanent facility scheduled to open
in 1996.  It is currently estimated that the total cost of the
project will be approximately $250-$275 million, of which the
Company and its joint venture partners each will be required to
contribute an estimated $20-$30 million to the venture.  It is
anticipated that the remaining project costs will be provided by
third-party financing.  The Company and its joint venture
partners will each be required to fund approximately $15-$20
million for the completion of the temporary casino.  For
information concerning additional regulatory requirements
applicable to the ownership and operation of casino gaming
facilities in Windsor, see "Regulation and Licensing -- Windsor,
Ontario, Canada" in this Item 1.

     Chalmette, Louisiana (50% Participation)

     The Company, through a wholly-owned subsidiary, is a 50%
participant with American Entertainment Corp. ("AEC") in 
American Entertainment, L.L.C. (the "Louisiana Joint Venture"), 
a Louisiana limited liability company, which is engaged in the
development of a riverboat gaming facility on a 26-acre parcel in
Chalmette, Louisiana (the "Louisiana Project").  As presently
planned, the Louisiana Project will initially consist of a 290-
foot riverboat casino designed to replicate a nineteenth century
paddlewheel-driven riverboat with approximately 30,000 square
feet of gaming space, additional dockside facilities and parking
accommodations.  The site has additional space available for
future expansion as warranted.  Subject to receipt of gaming and
other approvals, it is currently anticipated that the first phase
of the Louisiana Project will commence operations in late 1994. 
The final design and phasing of this project have not yet been
determined.  The Company has received a certificate of
preliminary approval from the Louisiana Riverboat Gaming
Commission to begin construction of the Louisiana Project but has
not received a gaming license for the facility.

     The operation of the Louisiana Project's riverboat casino
will be subject to certain restrictions and conditions imposed by
Louisiana gaming law, which cause this riverboat gaming operation
to differ from the Company's other gaming operations.  For
example, gaming at the Louisiana Project will not be permitted
while the riverboat is docked, other than during the 45 minutes
between excursions and times when dangerous weather or water
conditions exist.  Also, each round-trip riverboat cruise
generally may not be less than three nor more than eight hours in
duration.  For information concerning additional regulatory
requirements applicable to the ownership and operation of casino
gaming facilities in Louisiana, see "Regulation and Licensing
- -- Louisiana" in this Item 1.

     The Louisiana Project's riverboat casino, which will be
docked in Chalmette, Louisiana, approximately 20 minutes from New
Orleans, will cruise Bayou Bienvenue.  It is anticipated that the
Louisiana projects principal market will be the area within 50
miles of Chalmette, which includes New Orleans (with a population
of approximately 1,500,000).  The Enforcement Division of the
Louisiana State Police (the "Louisiana Division") is empowered to
issue up to 15 licenses to conduct riverboat gaming activities,
and no more than six licenses may be granted to riverboat casinos
operating from any one parish.  As of March 31, 1994, the
Louisiana Division had issued 11 licenses for riverboat casinos,
all to entities that had previously obtained certificates of
preliminary approval (see "Regulation and Licensing --Louisiana"
in this Item 1).  The Louisiana Joint Venture has not yet
received a license.  Of the licenses that have been granted to
date, five are for riverboat casinos in the City of New Orleans,
one is for a riverboat casino in Harvey (approximately eight
miles from the Louisiana Joint Venture site) and one is for a
riverboat casino in Luling/St. Rose (approximately 30 miles from
the Louisiana Joint Venture site).  Of the four licenses
remaining to be issued, there are four entities (including the
Louisiana Joint Venture) who have certificates of preliminary
approval and 10 other applications who do not.  In addition,
Harrah's Jazz Company has announced plans to develop a major
land-based casino in downtown New Orleans, which is planning to
open its temporary facility in August 1994.  As of March 31,
1994, 12 gaming licenses had been granted, and 20 applications
for gaming licenses were pending, for the operation of dockside
casinos on the Mississippi Gulf Coast, which is approximately 60
miles from Chalmette and may draw customers from the same markets
as the Louisiana Project.  There is no limit on the number of
licenses that can be granted to operate casinos in Mississippi.

       Pursuant to the terms of the Operating Agreement between
AEC and a wholly-owned subsidiary of the Company (the "Louisiana
Agreement"), each of the Company and AEC is obligated to make a
$20 million capital contribution to the Louisiana Joint Venture. 
AEC will contribute to American Limited the site for the
Louisiana Project and certain other property with an agreed to
aggregate value of $20 million.  The Company will make its
capital contribution to American Limited in cash.  AEC will not
be required to make any additional capital contributions to the
Louisiana Joint Venture.  Pursuant to the Louisiana Agreement,
the Company is obligated to use commercially reasonable efforts
to arrange for the provision of (but is not obligated to provide)
all additional funds necessary to finance the development,
construction and operation of the Louisiana Project.  Such funds
may be provided by the Company either as loans or capital
contributions to the Louisiana Joint Venture.  Subject to certain
conditions, the Company will be entitled to a return on any
amounts so loaned or contributed at the rate of 1% above its cost
for such funds, as determined in accordance with the Louisiana
Agreement.

     In accordance with the Louisiana Agreement, American Limited
will enter into a management agreement pursuant to which the
Company, through a wholly-owned subsidiary, will manage and
operate the Louisiana Project.  Under the terms of the management
agreement, as presently proposed, the Company will be paid a
management fee for its services equal to 3-1/2% of the first $100
million in annual gross revenues of the Louisiana Project plus
1-1/2% of any such annual gross revenues in excess of $100
million.  The management agreement will also provide for
reimbursement of certain expenses incurred by the Company in
connection with its management of the Louisiana Project.  The
Louisiana Agreement also provides that American Limited will
enter into a consulting agreement with AEC under which AEC will
be paid a fee equal to 1% of the first $100 million in annual
gross revenues of the Louisiana Project plus 1/2% of any such
annual gross revenues in excess of $100 million.  The foregoing
summaries of the Louisiana Agreement and the related management
and consulting agreements are qualified in their entirety by
references to the full text of the Louisiana Agreement and forms
of such other agreements which are included as Exhibit 10(dd) to
this Report.  

     Bid Proposals

     The Company has participated in the submission of bid
proposals to develop, subject to receipt of requisite regulatory
approvals, casino projects in Sydney, Australia (where the
Company is a 50% participant) and Michigan City, Indiana (where
the Company has joined with two other casino operators in a bid
proposal). 

     Other Expansion Plans

     The Company believes that its financial resources are
adequate to permit it to successfully meet its commitments with
respect to its current expansion projects and joint venture
participations.  However, depending on their timing, and the size
and the nature of the Company's commitments with respect thereto,
future expansion projects or joint venture participations may
require the Company to seek additional debt or equity funding.

Competition

     Recognizing that middle class vacationers enjoy gambling,
but also vacation with their families, the Company seeks to
appeal to this value-oriented market and satisfy the group's
diverse entertainment demands by offering exciting entertainment
opportunities at reasonable prices.  The Company seeks to achieve
this objective through its entertainment "megastores", such as
the Circus properties in Las Vegas and Reno, Luxor, Excalibur and
Colorado Belle, by offering gaming combined with dramatic
entertainment concepts and reasonably priced rooms, reasonably
priced food and beverage and prompt, courteous service.  As of
January 31, 1994, the Company was the largest hotel-casino
operator in the Las Vegas and Laughlin markets in terms of total
square footage of casino space and number of hotel rooms.

     The Company's Las Vegas casino and hotel operations, which
are conducted from facilities located along the Las Vegas Strip,
currently compete with over 20 major hotel-casinos and a number
of smaller casinos located on the Las Vegas Strip. Such
operations also compete with casinos located in downtown Las
Vegas, approximately 12 of which offer hotel, food and beverage
and entertainment facilities, and several major hotel-casinos
located elsewhere in the Las Vegas area.  The Company's Las Vegas
properties also compete, to a lesser extent, with casino and
hotel facilities in other parts of Nevada, principally Laughlin
and Reno.

     During the fourth calendar quarter of 1993, three major new
hotel-casinos, including Luxor, opened along the Las Vegas Strip,
adding significant casino capacity and over 10,500 hotel rooms to
the existing Las Vegas market.  The Company cannot yet determine
what impact the opening of these properties will have on
operations at the Company's facilities.

     The Company designed Luxor to compete on the basis of the
entertainment value offered at the resort and the affordability
of its hotel rooms.  Luxor's primary competition comes from other
large hotel-casinos located on or near the Strip which offer
amenities and marketing programs that appeal to the value-
conscious and middle-income strata of the gaming populace.  

     Excalibur and Luxor each benefit from walk-in business
attributable to the registered guests and casino customers at the
other property.  Also, Luxor's registered guests and casino
customers may include persons who otherwise would have patronized
Excalibur or Circus Circus-Las Vegas.  While it cannot yet be
determined what impact Luxor will have, over the long term, on
operations at the Company's other properties, management believes
that the Company's Las Vegas operations, on a consolidated basis,
will benefit significantly as a result of the addition of Luxor.

     Circus Circus-Reno competes with approximately 12 major
casinos (the majority of which offer hotel rooms) as well as
numerous other smaller casinos in the greater Reno area.  This
property competes to a lesser extent with casino and hotel
facilities in other parts of Nevada.

     In Laughlin, the Colorado Belle and the Edgewater, which
together account for over 25% of the rooms in Laughlin, compete
with eight other casinos.  While the Colorado Belle and the
Edgewater also compete with each other, both properties have
consistently maintained occupancy levels of approximately 95% at
their hotels and, because the two properties are situated on
adjoining sites, the Company believes that each property benefits
from walk-in business attributable to the registered guests and
casino customers at the other property.  Although Laughlin has
experienced significant expansion of its hotel and casino
capacities, including an over 100% increase in the number of
available hotel rooms since January 1, 1990, the extent of future
expansion in Laughlin may be impacted by the limited supply of
water and sewage facilities currently available to the Laughlin
area and by other constraints associated with the area's limited
infrastructure.

     The Company believes that it receives the major portion of
its Las Vegas business from Southern California and to a lesser
degree from the remainder of the southwestern United States.  The
major portion of its Reno business is derived from Northern
California and to a lesser degree from the northwestern United
States.  Laughlin's business is derived principally from Arizona
and Southern California.

     Gaming has expanded dramatically in the United States in
recent years.  This growth has been reflected in various forms
including riverboats, dockside gaming facilities, Native American
gaming ventures, land-based casinos, state-sponsored lotteries,
off-track wagering and card parlors.  Since 1990, when there were
casinos in only three states (excluding casinos on Native
American lands), gaming has spread to a number of additional
states and still other states are currently considering the
legalization of casino gaming in specific geographic areas within
their jurisdictions.  It is estimated that casino gaming is
currently conducted by over 60 Native American tribes at over 100
locations in the United States and other Native American tribes
are either in the process of establishing or are considering the
establishment of gaming at additional locations, including sites
in California and Arizona.  The Company does not believe that
gaming, as presently conducted in other states, has had a
material adverse impact on its operations.  The competitive
impact on Nevada gaming establishments, in general, and the
Company's operations, in particular, from the continued growth of
gaming in jurisdictions outside of Nevada cannot be determined at
this time.  The Company believes that the introduction of casino
gaming in areas close to Nevada, such as California and Arizona,
could have an adverse impact on the Company's operations and,
depending on the nature, location and extent of such operations,
such impact could be material.

Regulation and Licensing

     Nevada

     The ownership and operation of casino gaming facilities in
Nevada are subject to: (i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the "Nevada
Act"); and (ii) various local ordinances and regulations.  The
Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada
Board"), and various local licensing and regulatory authorities,
including the Clark County Liquor and Gaming Licensing Board and
the City of Reno (collectively, the "Local Authorities"). The
Nevada Commission, the Nevada Board and the Local Authorities are
collectively referred to as the "Nevada Gaming Authorities".

     The laws, regulations and supervisory procedures of the
Nevada Gaming Authorities are based upon declarations of public
policy which are concerned with, among other things: (i) the
prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible
accounting practices and procedures; (iii) the maintenance of
effective controls over the financial practices of licensees,
including the establishment of minimum procedures for internal
fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the
prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation
and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming
operations.

     The Company is registered by the Nevada Commission as a
publicly traded corporation (a "Registered Corporation") and has
been found suitable to own the stock of Circus Circus Casinos,
Inc., Slots-A-Fun, Inc., Edgewater Hotel Corporation, Colorado
Belle Corp., New Castle Corp. and Ramparts, Inc., each of which
is a corporate gaming licensee under the terms of the Nevada Act
(each individually, a "Corporate Licensee" and collectively, the
"Corporate Licensees").  The Corporate Licensees are required to
be licensed by the Nevada Gaming Authorities. The gaming licenses
held by the Corporate Licensees require the payment of fees and
taxes and are not transferable.  As a Registered Corporation, the
Company is required periodically to submit detailed financial and
operating reports to the Nevada Commission and furnish any other
information which the Nevada Commission may require. No person
may become a stockholder of, or receive any percentage of profits
from the Corporate Licensees without first obtaining licenses and
approvals from the Nevada Gaming Authorities. The Company and the
Corporate Licensees have obtained from the Nevada Gaming
Authorities the various registrations, approvals, permits and
licenses required in order to engage in gaming activities in
Nevada.

     The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
the Company or the Corporate Licensees in order to determine
whether such individual is suitable or should be licensed as a
business associate of a gaming licensee.  Officers, directors and
certain key employees of the Corporate Licensees must file
applications with the Nevada Gaming Authorities and may be
required to be licensed or found suitable by the Nevada Gaming
Authorities.  Officers, directors and key employees of the
Company who are actively and directly involved in gaming
activities of the Corporate Licensees may be required to be
licensed or found suitable by the Nevada Gaming Authorities.  The
Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable.  A finding of
suitability is comparable to licensing, and both require
submission of detailed personal and financial information
followed by a thorough investigation. The applicant for licensing
or a finding of suitability must pay all the costs of the
investigation.  Changes in licensed positions must be reported to
the Nevada Gaming Authorities and in addition to their authority
to deny an application for a finding of suitability or licensure,
the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.

     If the Nevada Gaming Authorities were to find an officer,
director or key employee unsuitable for licensing or unsuitable
to continue having a relationship with the Company or the
Corporate Licensees, the companies involved would have to sever
all relationships with such person.  In addition, the Nevada
Commission may require the Company or the Corporate Licensees to
terminate the employment of any person who refuses to file
appropriate applications.  Determinations of suitability or of
questions pertaining to licensing are not subject to judicial
review in Nevada.

     The Company and the Corporate Licensees are required to
submit detailed financial and operating reports to the Nevada
Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by the Corporate
Licensees must be reported to or approved by the Nevada
Commission.

     If it were determined that the Nevada Act was violated by a
Corporate Licensee, the gaming licenses it holds could be
limited, conditioned, suspended or revoked, subject to compliance
with certain statutory and regulatory procedures.  In addition,
the Corporate Licensees, the Company and the persons involved
could be subject to substantial fines for each separate violation
of the Nevada Act at the discretion of the Nevada Commission. 
Further, a supervisor could be appointed by the Nevada Commission
to operate the Company's gaming properties and, under certain
circumstances, earnings generated during the supervisor's
appointment (except for reasonable rental value of the casino)
could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming license or the
appointment of a supervisor could (and revocation of any gaming
license would) materially adversely affect the Company's gaming
operations.

     Any beneficial holder of the Company's voting securities,
regardless of the number of shares owned, may be required to file
an application, be investigated, and have his suitability as a
beneficial holder of the Company's voting securities determined
if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared
policies of the state of Nevada.  The applicant must pay all
costs of investigation incurred by the Nevada Gaming Authorities
in conducting any such investigation.

     The Nevada Act requires any person who acquires more than
five percent of a Registered Corporation's voting securities to
report the acquisition to the Nevada Commission. The Nevada Act
requires that beneficial owners of more than 10% of a Registered
Corporation's voting securities apply to the Nevada Commission
for a finding of suitability within thirty days after the
Chairman of the Nevada Board mails the written notice requiring
such filing.  Under certain circumstances, an "institutional
investor", as defined in the Nevada Act, which acquires more than
10%, but not more than 15%, of the Registered Corporation's
voting securities may apply to the Nevada Commission for a waiver
of such finding of suitability if such institutional investor
holds the voting securities for investment purposes only.  An
institutional investor shall not be deemed to hold voting
securities for investment purposes unless the voting securities
were acquired and are held in the ordinary course of business as
an institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members
of the board of directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming
affiliates, or any other action which the Nevada Commission finds
to be inconsistent with holding the Registered Corporation's
voting securities for investment purposes only. Activities which
are not deemed to be inconsistent with holding voting securities
for investment purposes only include: (i) voting on all matters
voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities
analysts for informational purposes and not to cause a change in
its management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be
consistent with such investment intent.  If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

     Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered to do
so by the Nevada Commission or the Chairman of the Nevada Board,
may be found unsuitable.  The same restrictions apply to a record
owner if the record owner, after request, fails to identify the
beneficial owner.  Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the
Company's voting securities beyond such period of time as may be
prescribed by the Nevada Commission may be guilty of a criminal
offense.  The Company is subject to disciplinary action if, after
it receives notice that a person is unsuitable to be a
stockholder or to have any other relationship with the Company or
the Corporate Licensees, the Company (i) pays that person any
dividend or interest upon voting securities of the Company,
(ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person,
(iii) pays remuneration in any form to that person for services
rendered or otherwise, or (iv) fails to pursue all lawful efforts
to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of
said voting securities for cash at fair market value. 
Additionally, the Clark County Liquor and Gaming Licensing Board
has taken the position that it has the authority to approve all
persons owning or controlling the stock of any corporation
controlling a gaming licensee.

     The Nevada Commission may, in its discretion, require the
holder of any debt security of a Registered Corporation to file
applications, be investigated and be found suitable to own the
debt security of a Registered Corporation.  If the Nevada
Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Registered
Corporation can be sanctioned, including the loss of its
approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any
voting right by such unsuitable person in connection with such
securities; (iii) pays the unsuitable person remuneration in any
form; or (iv) makes any payment to the unsuitable person by way
of principal, redemption, conversion, exchange, liquidation, or
similar transaction.

     The Company is required to maintain a current stock ledger
in Nevada which may be examined by the Nevada Gaming Authorities
at any time.  If any securities are held in trust by an agent or
by a nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Nevada Gaming
Authorities.  A failure to make such disclosure may be grounds
for finding the record holder unsuitable.  The Company is also
required to render maximum assistance in determining the identity
of the beneficial owner.  The Nevada Commission has the power to
require the Company's stock certificates to bear a legend
indicating that the securities are subject to the Nevada Act.
However, to date, the Nevada Commission has not imposed such a
requirement on the Company.

     The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the
securities or proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in Nevada, or to
retire or extend obligations incurred for such purposes.  On
September 23, 1993, the Nevada Commission granted the Company
prior approval to make public offerings for a period of one year,
subject to certain conditions (the "Shelf Approval").  However,
the Shelf Approval may be rescinded for good cause without prior
notice upon the issuance of an interlocutory stop order by the
Chairman of the Nevada Board and must be renewed annually. The
Shelf Approval does not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the
accuracy or adequacy of the prospectus or the investment merits
of the securities offered.  Any representation to the contrary is
unlawful.

     Changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person whereby
he obtains control, may not occur without the prior approval of
the Nevada Commission.  Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada
Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation.  The Nevada Commission
may also require controlling stockholders, officers, directors
and other persons having a material relationship or involvement
with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the
transaction.

     The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting
securities and corporate defense tactics affecting Nevada gaming
corporate licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and
productive corporate gaming.  The Nevada Commission has
established a regulatory scheme to ameliorate the potentially
adverse effects of these business practices upon Nevada's gaming
industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their
affiliates; (ii) preserve the beneficial aspects of conducting
business in the corporate form; and (iii) promote a neutral
environment for the orderly governance of corporate affairs.
Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of
voting securities above the current market price thereof and
before a corporate acquisition opposed by management can be
consummated.  The Nevada Act also requires prior approval of a
plan of recapitalization proposed by the Company's Board of
Directors in response to a tender offer made directly to the
Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.

     License fees and taxes, computed in various ways depending
on the type of gaming or activity involved, are payable to the
State of Nevada and to the counties and cities in which the
Corporate Licensees' respective operations are conducted.
Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are
based upon either: (i) a percentage of the gross revenues
received; (ii) the number of gaming devices operated; or
(iii) the number of table games operated.  A casino entertainment
tax is also paid by casino operations where entertainment is
furnished in connection with the selling of food or refreshments.
Nevada licensees that hold a license as an operator of a slot
route, or a manufacturer's or distributor's license, also pay
certain fees and taxes to the State of Nevada.

     Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control
with such persons (collectively, the "Licensees"), and who
proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to
pay the expenses of investigation by the Nevada Board of their
participation in such foreign gaming. The revolving fund is
subject to increase or decrease in the discretion of the Nevada
Commission.  Thereafter, Licensees are required to comply with
certain reporting requirements imposed by the Nevada Act. 
Licensees are also subject to disciplinary action by the Nevada
Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming
operations, engage in activities that are harmful to the state of
Nevada or its ability to collect gaming taxes and fees, or employ
a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal
unsuitability.

     The sale of alcoholic beverages by the Company at its Nevada
establishments is subject to supervision, control and regulation
by the Clark County Board or the City of Reno, each of which
issues licenses deemed to be nontransferable, revocable
privileges, and have full power to limit, condition, suspend or
revoke such licenses.  The Company is currently licensed to sell
alcoholic beverages at each of its establishments.  Any adverse
regulatory act with respect to these licenses could have an
adverse effect upon operations at the affected properties and,
depending on the property or properties affected, the operation
of the Company.

     Mississippi

     The ownership and operation of casino gaming facilities in
Mississippi are subject to extensive state and local regulation. 
In order to open and operate Circus-Tunica, the Company must
register under the Mississippi Gaming Control Act (the
"Mississippi Act") and its Mississippi gaming operations will be
subject to the licensing and regulatory control of the
Mississippi Gaming Commission (the "Mississippi Commission") and
various local, city and county regulatory agencies.  Effective
October 29, 1991, the Mississippi Commission adopted regulations
in furtherance of the Mississippi Act.  On October 1, 1993, a new
Mississippi Commission and a new Executive Director of the
Mississippi Commission were appointed.  There can be no assurance
that the new members of the Mississippi Commission and the new
Executive Director will adopt interpretations of the Mississippi
Act and the regulations thereunder that are in all cases
consistent with the interpretations adopted by the prior
Mississippi Commission or the former Executive Director.  Changes
in such laws, regulations and/or interpretations could have a
material adverse effect on gaming operations to be conducted by
the Company in Mississippi.

     The Company will be required to submit detailed financial,
operating and other reports to the Mississippi Commission. 
Substantially all loans, leases, sales of securities and similar
financing transactions entered into by the Company must be
reported to or approved by the Mississippi Commission.  The
Company also will be required to periodically submit detailed
financial and operating reports to the Mississippi Commission and
to furnish any other information required thereby.

     Each of the directors, officers and key employees of the
Company who are actively and directly engaged in the
administration or supervision of gaming in Mississippi, or who
have any other significant direct or indirect involvement with
the gaming activities of the Company in Mississippi, must be
found suitable therefor, and may be required to be licensed, by
the Mississippi Commission.  The finding of suitability is
comparable to licensing, and both require submission of detailed
personal financial information followed by a thorough
investigation.  In addition, any individual who is found to have
a material relationship to, or material involvement with, the
Company may be required to be investigated in order to be found
suitable or to be licensed as a business associate of the
Company.  Key employees, controlling persons or others who
exercise significant influence upon the management or affairs of
the Company may also be deemed to have such a relationship or
involvement.  There can be no assurance that such persons will be
found suitable by the Mississippi Commission.  An application for
licensing may be denied for any cause deemed reasonable by the
Mississippi Commission.  Changes in licensed positions must be
reported to the Mississippi Commission.  In addition to its
authority to deny an application for a license, the Mississippi
Commission has jurisdiction to disapprove a change in corporate
position.  If the Mississippi Commission were to find a director,
officer or key employee unsuitable for licensing or unsuitable to
continue having a relationship with the Company, the Company
would have to suspend, dismiss and sever all relationships with
such person in order to continue to have any involvement in
gaming in Mississippi.  The Company would have similar
obligations with regard to any person who refuses to file
appropriate applications.  Each gaming employee at a Mississippi
gaming facility must obtain from the Mississippi Commission a
work permit which may be revoked upon the occurrence of certain
specified events.

     Mississippi statutes and regulations give the Mississippi
Commission the discretion to require a suitability finding with
respect to anyone who acquires any security of the Company,
regardless of the percentage of ownership.  The current policy of
the Mississippi Commission is to require anyone acquiring five
percent or more of any voting securities of a public or private
company to be found suitable.  If the owner of voting securities
who is required to be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners.  The
applicant is required to pay all costs of investigation.

     Any owner of voting securities found unsuitable and who
holds, directly or indirectly, any beneficial ownership of equity
interests in the Company beyond such period of time as may be
prescribed by the Mississippi Commission may be guilty of a
misdemeanor.  Any person who fails or refuses to apply for a
finding of suitability or a license within 30 days after being
ordered to do so by the Mississippi Commission may be found
unsuitable.  The Company will be subject to disciplinary action
if, after it receives notice that a person is unsuitable to be an
owner of or to have any other relationship with it, the Company
(i) pays the unsuitable person any dividends or interest upon any
securities of the gaming subsidiary or any payments or
distribution of any kind whatsoever, (ii) recognizes the
exercise, directly or indirectly, of any voting rights in its
securities by the unsuitable person, or (iii) pays the unsuitable
person any remuneration in any form for services rendered or
otherwise, except in certain limited and specific circumstances. 
In addition, if the Mississippi Commission finds any owner of
voting securities unsuitable, such owner must immediately
surrender all securities to the Company, and the Company must
refund any money or other thing of value that may have been
invested in the Company or made use of by the Company.

     The Company will be required to maintain current equity
ownership ledgers in the State of Mississippi which may be
examined by the Mississippi Commission at any time.  If any
securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the
beneficial owner to the Mississippi Commission.  A failure to
make such disclosure may be grounds for finding the record holder
unsuitable.  The Company also is required to render maximum
assistance in determine the identity of such a beneficial owner.

     The Mississippi Act requires that certificates representing
equity securities of the Company bear a legend to the general
effect that the securities are subject to the Mississippi Act and
regulations of the Mississippi Commission.  The Mississippi
Commission, through the power to regulate licenses, has the power
to impose additional restrictions on the holders of the Company's
securities at any time.

     The regulations provide that a change in control of the
Company may not occur without the prior approval of the
Mississippi Commission.  Mississippi law prohibits the Company
from making a public offering of its securities without the
approval of the Mississippi Commission if any part of the
proceeds of the offering is to be used to finance the
construction, acquisition or operation of gaming facilities in
Mississippi, or to retire or extend obligations incurred for one
or more of such purposes.

     Once the Company is licensed to conduct gaming in
Mississippi, the Company may not engage in gaming activities in
Mississippi while also conducting gaming operations outside of
Mississippi without approval of the Mississippi Commission.  

     Any Mississippi gaming license obtained by the Company will
not be transferable and will need to be renewed periodically.  If
a license is obtained, there can be no assurance that any renewal
application will be approved.  Each issuing agency may at any
time dissolve, suspend, condition, limit or restrict a license or
approval to own equity interests in the Company for any cause
deemed reasonable by such agency.  Substantial fines for each
violation of gaming laws or regulations may be levied against the
Company in Mississippi.  A violation under any gaming license
held by the Company may be deemed a violation of all the other
licenses held by the Company.  Suspension or revocation of any of
the foregoing licenses or of the approval of the Company would
have a material adverse effect upon any business conducted by the
Company in Mississippi.

     License fees and taxes, computed in various ways depending
on the type of gaming involved, will be payable to the State of
Mississippi and to the counties and cities in which the Company
conducts any operations in Mississippi.  Depending upon the
particular fee or tax involved, these fees and taxes will be
payable either monthly, quarterly or annually and will be based
upon (i) the percentage of the gross gaming revenues received by
the casino operation, (ii) the number of slot machines operated
by the casino, (iii) the number of table games operated by the
casino, or (iv) the number of casino patrons.  An amusement tax
is also paid by the licensee where a price is charged for
admissions to entertainment events.  The legal age for gaming in
Mississippi is 21.

     Windsor, Ontario, Canada

     The Company is a shareholder, along with two venture
partners, of WCL, which is incorporated under the laws of the
Province of Ontario, Canada.  Pursuant to a contract with the
Ontario Casino Corporation (the "OCC"), a governmental authority
established under the Ontario Casino Corporation Act, WCL intends
to develop, own and operate a casino in Windsor, Ontario on
behalf of the OCC.

     The operation of casino gaming facilities by WCL in Windsor,
Ontario, will be subject to extensive regulation.  The gaming
operations of WCL in Ontario will be subject to the licensing and
regulatory control of the Ontario Gaming Control Commission (the
"Ontario Commission"), the Registrar of Gaming Control (the
"Ontario Registrar") and the Director of Gaming Control (the
"Ontario Director") established or appointed under the Ontario
Gaming Control Act (the "Ontario Act").  WCL must be registered
as a casino operator under the Ontario Act.

     As an applicant for registration or renewal of registration,
WCL's application will be denied if there are reasonable grounds
to believe that WCL will not be financially responsible in the
conduct of its business or if there are reasonable grounds to
believe that WCL will not act in accordance with the law or with
integrity, honesty, or in the public interest.  In determining
whether registration should be granted or renewed, the Ontario
Registrar may have regard to the financial history and past
conduct of WCL, its officers and directors and "interested
persons"  who have a beneficial interest in, control of, or who
have financed WCL's business or any of its officers' or
directors' businesses.  The Ontario Registrar is empowered to
investigate the character, financial history and competence of
WCL or any person who has a beneficial interest in, control of,
or who has financed WCL's business, including WCL's shareholders. 
The Ontario Registrar may also investigate officers or directors
of WCL.  The applicant for registration or renewal must pay the
reasonable costs of such investigations.  Each gaming employee at
an Ontario gaming facility must be registered as a gaming
assistant which registration may be revoked upon the occurrence
of certain events.

     The Ontario Registrar may, subject to a registrant's right
to a hearing under the Ontario Act, suspend or revoke a
registration for any reason that would disentitle such registrant
to registration or renewal.  A change in control of WCL could
result in revocation of registration if the new person or entity
in control is determined to be unsuitable by the Ontario
Registrar.  The registration of WCL shall be deemed to expire
immediately upon any change in the composition of the officers
and directors of WCL, unless the Ontario Registrar has consented
in writing to such change.  Moreover, there can be no assurance
that any renewal application will be approved.

     Investigators appointed by the Ontario Commission are
empowered, subject to certain limitations, to conduct warrantless
searches for the purpose of determining compliance with the
Ontario Act, the regulations or the terms of a registration.  The
Ontario Director may issue an order freezing the assets of a
person if it is alleged that a person has contravened the Ontario
Act or the regulations thereunder, is subject to criminal
proceeding, or is the subject of an investigation under the
Ontario Act and the Ontario Director finds reasonable grounds to
believe that the interests of the person on whose behalf the
assets are to be held require protection.

     Substantial fines for each violation of the gaming laws or
regulations may be levied against WCL.  Suspension or revocation
of registration could lead to a termination of any contract with
OCC and could have a material adverse effect upon any business
conducted by WCL in Ontario.  The legal age for gaming in Ontario
is 19.

     WCL will be required to submit audited financial statements
to the Ontario Commission and to keep records prescribed by
regulation.  WCL must also make available to the OCC all reports,
accounts, records and other documents related to the operation of
the casino.

     The government can make further regulations under the
Ontario Act.  Any additions to or changes in the Ontario Act or
the regulations thereunder could have a material adverse effect
on WCL's gaming operations, and thus the Company's interest
therein.

     The sale of alcoholic beverages by WCL at its Ontario
establishments is subject to the supervision, control and
regulation of the Liquor License Board of Ontario, an Ontario
provincial government agency.  The failure to obtain or the
revocation of a license to sell alcoholic beverages for the
casino gaming facilities to be operated by WCL in Windsor could
have a material adverse effect on the operation of such
facilities.

     Louisiana

     In July 1991, the Louisiana legislature adopted legislation
permitting riverboat casino activity on certain rivers and
waterways in Louisiana.  The legislation granted authority to
supervise riverboat gaming activities to the Louisiana Division
and to the Louisiana Gaming Commission (the "Louisiana
Commission").  The Louisiana Division is authorized to
investigate applicants and issue licenses, investigate violations
of the gaming statutes and conduct continuing reviews of gaming
activities generally.  The Louisiana Commission is authorized to
hear and determine all appeals relative to the granting,
suspension, revocation, condition or renewal of licenses, permits
and applications; in addition, the Louisiana Commission must
establish regulations concerning authorized routes and duration
of excursions, minimum levels of insurance and the construction
and periodic inspections of riverboat casinos.  There is a
dispute between the Louisiana Division and the Louisiana
Commission over the correct interpretation of the statutory
authority described above.  The outcome of this dispute could
have an effect on the licensing process, and therefore, the
gaming operations proposed to be conducted by the Louisiana Joint
Venture.

     The Louisiana Division is empowered to issue up to 15
licenses to conduct riverboat gaming activities, and no more than
six licenses may be granted to riverboat casinos operating from
any one parish.  As of March 31, 1994, the Louisiana Division had
issued 11 licenses for riverboat casinos, all to entities that
had previously obtained certificates of preliminary approval, as
discussed below.  The Louisiana Joint Venture has not yet
received a license.  Of the licenses that have been granted to
date, five are for riverboat casinos in the City of New Orleans,
one is for a riverboat casino in Harvey (approximately eight
miles from the Louisiana Joint Venture site) and one is for a
riverboat casino in Luling/St. Rose (approximately 30 miles from
the Louisiana Joint Venture site).  Of the four licenses
remaining to be issued, there are four entities (including the
Louisiana Joint Venture) who have certificates of preliminary
approval and 10 other applications who do not.

     The Louisiana statute does not specifically contemplate the
process that the Louisiana Commission has adopted of granting
certificates of preliminary approval to applicants for gaming
licenses.  As of March 31, 1994, the Louisiana Commission had
granted 15 certificates of preliminary approval including a
certificate of preliminary approval for the development by the
Louisiana Joint Venture of a riverboat casino based in the
Chalmette area of Louisiana, approximately eight miles to the
southeast of downtown New Orleans.  As noted above, 11 of the
riverboat casinos receiving certificates of preliminary approval
have received licenses.

     In general terms, a Louisiana Commission certificate of
preliminary approval purports to authorize commencement of
construction of a riverboat casino and initiation of other start-
up activities, and sets forth a specific plan to be followed in
the development of its casino complex.  The issuance of a
certificate of preliminary approval by the Louisiana Commission
does not assure the grant of a license by the Louisiana Division.
It is uncertain whether the Louisiana Division is legally
permitted to issue a license to an applicant who has not first
received a certificate of preliminary approval, and if it is
permitted to issue a license to an applicant who has not first
received a certificate of preliminary approval, whether it will
choose to do so.

     In issuing a license, the Louisiana Division must find that
the applicant is of good character, honesty and integrity and
that the applicant's prior activities, criminal record, if any,
reputation, habits, and associations do not pose a threat to the
public interest of the State of Louisiana or to the effective
regulation and control of gaming, or create or enhance the
dangers of unsuitable, unfair or illegal practices, methods and
activities in the conduct of gaming or the carrying on of
business and financial arrangements in connection therewith.  The
applicant's officers, directors, managers and principal
shareholders may be subject to strict scrutiny and approval by
the Louisiana Division.  The Louisiana Division will not grant a
license unless it finds that: (i) the applicant is capable of
conducting gaming operations, which means that the applicant can
demonstrate the capability, either through training, education,
business experience, or a combination of the above, to operate a
gaming casino; (ii) the proposed financing of the riverboat and
the gaming operations is adequate for the nature of the proposed
operation and from a source suitable and acceptable to the
Louisiana Division; (iii) the applicant demonstrates a proven
ability to operate a vessel of comparable size, capacity and
complexity to a riverboat so as to ensure the safety of its
passengers; (iv) the applicant submits a detailed plan of design
of the riverboat in its application for a license; (v) the
applicant designates the docking facilities to be used by the
riverboat; (vi) the applicant shows adequate financial ability to
construct and maintain a riverboat; and (vii) the applicant has a
good faith plan to recruit, train and upgrade minorities in all
employment classifications.

     Once a license is granted by the Louisiana Division, the
Louisiana gaming law specifies certain restrictions and
conditions relating to the operation of a riverboat casino,
including the following:  (i) gaming is not permitted while a
riverboat casino is docked, other than during excursions and
during times when dangerous weather or water conditions exist,
and an excursion would be unsafe; (ii) each excursion (defined as
scheduled cruising time and 45 minutes before and after the
scheduled cruising time) may not be less than three hours nor
more than eight hours in duration, subject to specified
exceptions; (iii) gaming devices, equipment and supplies may only
be purchased or leased from permitted suppliers; (iv) gaming may
only take place in the designated gaming area while the riverboat
casino is upon a designated river or waterway; (v) gaming
equipment may not be possessed, maintained or exhibited by any
person on a riverboat except in the specifically designated
gaming area, or a secure area used for inspection, repair or
storage of such equipment; (vi) wagers may be received only from
a person present on a licensed riverboat casino; (vii) persons
under 21 are not permitted in designated gaming areas; (viii)
except for slot machine play, wagers may be made only with
tokens, chips or electronic cards purchased from the licensee
aboard a riverboat; (ix) licensees may only use docking
facilities and routes for which they are licensed and may only
board and discharge passengers at the riverboat casino's licensed
berth; (x) licenses must have adequate protection and indemnity
insurance; (xi) licensees must have all necessary federal and
state licenses, certificates and other regulatory approvals prior
to operating a riverboat casino; and (xii) gaming may only be
conducted in accordance with the terms of the license and the
rules and regulations adopted by the Louisiana Division and the
Louisiana Commission.


     A license is for a fixed term of five years and is subject
to annual review by the Louisiana Division thereafter.  The
transfer of a license or the transfer of an interest in a license
is prohibited.  The sale, assignment, transfer, pledge or
disposition by any person of securities which represent five
percent or more of the total outstanding shares of a license
holder is subject to Louisiana Division approval.  A security
issued by a corporation that holds a license must generally
disclose these restrictions.

     Fees for conducting gaming activities on a Louisiana
riverboat casino include (i) $50,000 for the first year of
operation and $100,000 per year thereafter plus (ii) 18-1/2% of
net gaming proceeds.  In addition, the local governing authority
may levy a per excursion admission fee of up to $2.50 per
passenger boarding or embarking on a gaming riverboat.

     In July 1991, Louisiana also authorized operation of video
poker machines at various types of facilities in the state,
including bars, truckstops and racetracks.

     Other Jurisdictions

     As a result of the Company's efforts to expand its
operations into new jurisdictions, the Company is likely to
become subject to comprehensive gaming and other regulations in
each such jurisdiction.  Such regulations may be similar to, and
could be more restrictive than, those currently applicable to the
Company, its officers, directors or employees or persons
associated with the Company.

Employees and Labor Relations

     At January 31, 1994, the Company employed approximately
18,000 persons.  Approximately 43% of the Company's employees at
January 31, 1994 were employed pursuant to the terms of
collective bargaining agreements.  Although unions have been very
active in the Las Vegas area, and to a lesser extent in the Reno
area, management considers its labor relations to be
satisfactory.  The contract with one of its largest unions
expires in June 1994.  The Company does not anticipate any
difficulties in renewing such agreement.  The Company has not
experienced a work stoppage since an industry-wide strike in
1975.

     Certain states in which gaming recently has been legalized
have established community commitment and similar laws which
require that a specified percentage of employees of gaming
ventures be residents of the state in which the gaming venture is
located.  These laws could affect the ability of the Company to
attract and retain qualified employees for its ventures located
outside Nevada.

     Item 2.  Properties.

     Circus Circus-Las Vegas.  The Company owns approximately 69
acres of land with 375 feet of frontage on the Las Vegas Strip
(the "Circus Circus-Las Vegas Site") and the related
improvements.  As of January 31, 1994, neither the Circus Circus-
Las Vegas Site nor any of the improvements situated thereon was
subject to any encumbrance securing the repayment of
indebtedness.  For additional information concerning Circus
Circus-Las Vegas, see "Description of the Company's Operating
Hotels and Casinos -- Circus Circus-Las Vegas" in Item 1 of this
Report.  

     Luxor and Excalibur.  The Company owns a 117-acre parcel on
the southwest corner of the intersection of the Las Vegas Strip
and Tropicana Avenue, with approximately 2,400 feet of frontage
on the Las Vegas Strip (the "Luxor-Excalibur Site") and the
related improvements.  Luxor is situated on the southern portion
of the Luxor-Excalibur Site, and Excalibur is situated on the
northern portion of such site.  As of January 31, 1994, neither
the Luxor-Excalibur Site nor any of the improvements situated
thereon was subject to any encumbrance securing the repayment of
indebtedness.  For additional information concerning Luxor and
Excalibur, see "Description of the Company's Operating Hotels and
Casinos -- Luxor" and "-- Excalibur" in Item 1 of this Report.  

     Circus Circus-Reno.  Circus Circus-Reno is situated on a
two-block area in downtown Reno (the "Circus Circus-Reno Site"),
of which approximately 80% is owned by the Company and the
remainder is held under three separate leases, two of which
expire in 2032 and 2033.  The Company owns the remainder interest
in the parcel subject to the third lease pursuant to which the
Company is obligated to pay rent for the lifetime of the
landlord.  As of January 31, 1994, neither the portion of the
Circus Circus-Reno Site owned by the Company nor any of the
improvements situated thereon was subject to any encumbrance
securing the repayment of indebtedness.  For additional
information concerning Circus Circus-Reno, see "Description of
the Company's Operating Hotels and Casinos -- Circus Circus-Reno"
in Item 1 of this Report.

     Colorado Belle.  The Company owns approximately 22 acres on
the bank of the Colorado River in Laughlin, Nevada (the "Colorado
Belle Site"), and the related improvements.  As of January 31,
1994, neither the Colorado Belle Site nor any of the improvements
situated thereon was subject to any encumbrance securing the
repayment of indebtedness.  For additional information concerning
the Colorado Belle Hotel and Casino, see "Description of the
Company's Operating Hotels and Casinos -- The Colorado Belle" in
Item 1 of this Report.

     Edgewater Hotel and Casino.  Adjacent to the Colorado Belle
Site, the Company owns approximately 16 acres on the bank of the
Colorado River in Laughlin, Nevada (the "Edgewater Site"), and
the related improvements.  As of January 31, 1994, neither the
Edgewater Site nor any of the improvements situated thereon was
subject to any encumbrance securing the repayment of
indebtedness.  For additional information concerning the
Edgewater Hotel and Casino, see "Description of the Company's
Operating Hotels and Casinos -- The Edgewater" in Item 1 of this
Report.

     Circus-Tunica.  In January 1994, the Company purchased an
unimproved 24-acre parcel in Tunica County, Mississippi on which
the Company intends to develop the Circus-Tunica Project (the
"Tunica Site") and an undivided 50% interest in an additional 388
acres jointly owned by the Company and another gaming company
adjacent to the Tunica Site (the "Tunica Common Area").  As of
January 31, 1994, neither the Tunica Site nor the Company's
interest in the Tunica Common Area was subject to any encumbrance
securing the repayment of indebtedness.  For additional
information concerning the Circus-Tunica Project, see "Current
Expansion Project and Joint Venture Participations -- Tunica
County, Mississippi" in Item 1 of this Report.

Other Properties
     Slots-A-Fun is situated on a 30,000 square foot parcel owned
by the Company and has approximately 100 feet of frontage on the
Las Vegas Strip.  The land, building and other improvements were
not subject to any encumbrance securing indebtedness at January
31, 1994.

     The Company operates the Silver City Casino in Las Vegas
under a lease which expires in October 1999.  The Company
currently pays a base rent of $129,982 per month.  The base rent
is subject to annual increases, calculated by using a specified
index with a cap based on a specified percentage of annual
revenues.  Under the terms of the lease, the landlord or the
landlord's assignee is entitled to participate in the profits to
the extent of 50% of defined income from the operation of the
Silver City Casino commencing in February 1988.  There was no
participation rent due for the years ended January 31, 1992, 1993
or 1994.

     The Company owns approximately 15 acres of land across the
Las Vegas Strip from Luxor.  The land, which was not subject to
any encumbrance securing indebtedness as of January 31, 1994, is
utilized as parking for employees at Luxor and Excalibur.

     The Company also owns or leases, or has options and/or
agreements to purchase or lease, certain other improved and
unimproved properties which are not deemed to be material to the
Company.

     Item 3.   Legal Proceedings.

     The Company is a defendant in various pending litigation. In
management's opinion, the ultimate outcome of such litigation
will not have a material adverse effect on the results of
operations or the financial position of the Company.

     Item 4.   Submission of Matters to a Vote of Security
               Holders.

     No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended
January 31, 1994.

                                  PART II

     Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters.

     Price Range of Common Stock.  The Company's Common Stock is
listed on the New York Stock Exchange and on the Pacific Stock
Exchange.  The following table sets forth for the fiscal quarter
periods shown the low and high sale prices for the Common Stock
on the New York Stock Exchange, as adjusted to give retroactive
effect to a three-for-two stock split effective July 9, 1993.

     Fiscal 1993                         Low      High

     First Quarter......................$24.67   $31.50
     Second Quarter..................... 25.50    30.25
     Third Quarter...................... 28.33    36.58
     Fourth Quarter..................... 34.75    39.92

     Fiscal 1994                         Low      High

     First Quarter......................$27.58   $37.33
     Second Quarter..................... 33.75    41.50
     Third Quarter...................... 35.38    49.75
     Fourth Quarter..................... 31.25    40.75


     On April 13, 1994 there were 4,405 holders of record of the
Common Stock of the Company.

     Dividend Policy.  The Company does not currently pay a cash
dividend, nor is one contemplated in the foreseeable future.  The
Company believes that currently its stockholders are best served
by a policy of reinvestment in new projects.  The Company has a
policy of periodic share repurchase, as cash flows, borrowing
capacity and market conditions warrant.

     Item 6.   Selected Financial Data.

(In thousands, except per
 share amounts)                                                                
                                         Year ended January 31,             
                             1994      1993      1992      1991      1990  
Operating Results(1):
Revenues(2)                $954,923  $843,025  $806,023  $692,052  $522,376
Operating profit before
 corporate expense(3)       234,311   220,435   213,097   180,697   149,869
Pretax income               182,608   183,313   157,004   115,858   113,202
Net income before
 non-recurring items(3)     130,633   120,983   103,348    83,669    75,064
Net income                  116,189   117,322   103,348    76,292    75,064
Earnings per share before
 non-recurring items (3)(4)   $1.50     $1.41     $1.23     $1.01     $0.87
Earnings per share(4)         $1.34     $1.37     $1.23     $0.93     $0.87

Balance Sheet Data:
Total assets             $1,297,924  $950,458  $783,071  $792,479  $675,038
Long-term debt              567,345   308,092   337,680   496,750   408,314
Stockholders' equity        559,950   490,009   326,196   184,843   160,724
Stockholders' equity
 per share                    $6.50     $5.62     $3.84     $2.24     $1.88
                                                                               


(1)   Luxor opened in October 1993 and Excalibur opened in June 1990.

(2)   Revenues are net of complimentary allowances.

(3)   These amounts are before extraordinary items and one-time charges in
      fiscal 1994 for Luxor and Grand Slam Canyon preopening expenses of
      $16,506 and in fiscal 1991 for Excalibur preopening expenses of
      $11,177.  Earnings per share for fiscal 1994 also excludes additional
      income taxes of $3,715 as a result of the increased corporate tax rate
      mandated by the Revenue Reconciliation Act of 1993.  In fiscal 1993,
      the Company experienced an extraordinary loss of $3,661, net of income
      tax benefit of $1,885, on the early retirement of $100,000 principal
      amount of the Company's 10-1/8% Senior Subordinated Notes due April
      1997.

(4)   Earnings per share are based on shares outstanding adjusted for a two-
      for-one stock split effective July 12, 1991 and a three-for-two stock
      split effective July 9, 1993.

 Item 7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations.
 
 Incorporated herein by reference are pages 26 through 30 of
the Company's Annual Report to Stockholders for the fiscal year
ended January 31, 1994 (the "1994 Annual Report"), which pages
are included as part of Exhibit 13 to this Report.

 Item 8.   Financial Statements and Supplementary Data.

 Incorporated herein by reference are pages 31 through 42 of
the 1994 Annual Report which pages are included as part of
Exhibit 13 to this Report.

 Item 9.   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure.

 Not applicable.

                                 PART III

 Item 10.  Directors and Executive Officers of the
           Registrant.

 The information beginning immediately following the caption
"Election of Directors" to, but not including, the caption
"Management Remuneration" in the Company's Proxy Statement, to be
filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 31,
1994 and forwarded to stockholders prior to the Company's 1994
Annual Meeting of stockholders (the "1994 Proxy Statement"), is
incorporated herein by reference.

 During the fiscal year ended January 31, 1994, Fred W. Smith
failed to timely file one report on Form 4 relating to a purchase
of shares of the Company's Common Stock which was subsequently
reported on a timely filed Form 5.

 Item 11.  Executive Compensation.

 The information in the 1994 Proxy Statement beginning
immediately following the caption "Management Remuneration" to,
but not including, the caption "Report of the Compensation and
Stock Option Committees on Executive Compensation", is
incorporated herein by reference.

 Item 12.  Security Ownership of Certain Beneficial Owners
           and Management.

 The information in the 1994 Proxy Statement beginning
immediately following the caption "Security Ownership of Certain
Beneficial Owners and Management" to, but not including, the
caption "Election of Directors", is incorporated herein by
reference.

 Item 13.  Certain Relationships and Related Transactions.

 The information in the 1994 Proxy Statement beginning
immediately following the caption "Certain Transactions" to, but
not including, the caption "Information Concerning Committees of
the Board of Directors" and the additional information in the
1994 Proxy Statement beginning immediately following the caption
"Compensation Committee Interlocks and Insider Participation" to,
but not including, the caption "Comparative Stock Price
Performance Graph", is incorporated herein by reference.

                              PART IV 
 
Item 14.  Exhibits, Financial Statement Schedules, and Reports 
          on Form 8-K. 
 
     (a)(1)  Consolidated Financial Statements: 
 
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
                                                                Page 
             Consolidated Balance Sheets as of January 31, 
             1994 and 1993....................................   31*   
       
             Consolidated Statements of Income for the three  
             years ended January 31, 1994.....................   32*
 
             Consolidated Statements of Cash Flows 
             for the three years ended January 31, 1994.......   33*
     
             Consolidated Statements of Stockholders' Equity 
             for the three years ended January 31, 1994.......   34*  

             Notes to Consolidated Financial Statements.......   35*   

             Report of Independent Public Accountants.........   42*
          
     (a)(2)  Supplemental Financial Statement Schedules 

             Report of Independent Public Accountants on
             Supplemental Schedules...........................   48

             SCHEDULE V -  Property, Equipment and Leasehold 
                           Interests..........................   49 
 
             SCHEDULE VI-  Accumulated Depreciation and 
                           Amortization of Property, Equipment 
                           and Leasehold Interests............   50 
 
             SCHEDULE IX-  Short-Term Borrowings..............   51 
 
             SCHEDULE X -  Supplementary Income Statement 
                           Information........................   52 

                     
* Refers to page of the Annual Report to Stockholders for the year ended
January 31, 1994, a copy of the incorporated portions of which are included as
Exhibit 13 to this Report.

  (a)(3) Exhibits

           The following exhibits are filed as a part of this
Report or incorporated herein by reference:

3(i)(a).   Restated Articles of Incorporation of the Company as of
           July 15, 1988 and Certificate of Amendment thereto, dated
           June 29, 1989 (Incorporated by reference to Exhibit 3(a)
           to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1991).

3(i)(b).   Certificate of Division of Shares into Smaller
           Denominations, dated June 20, 1991 (Incorporated by
           reference to Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 31, 1992).

3(i)(c).   Certificate of Division of Shares into Smaller
           Denominations, dated June 22, 1993 (Incorporated by
           reference to Exhibit 3(i) to the Company's Current Report
           on Form 8-K dated July 21, 1993).

3(ii).     Restated Bylaws of the Company dated February 24, 1994. 

4(a). $250 Million Revolving Loan Agreement, dated as of
      September 30, 1993, by and among the Company, the Banks
      named therein and Bank of America National Trust and
      Savings Association, as managing agent for the Banks, and
      related forms of unsecured Promissory Notes (Incorporated
      by reference to Exhibit 4(a) to the Company's Current
      Report on Form 8-K dated September 30, 1993).

4(b). Subsidiary Guaranty, dated as of September 30, 1993, by
      Circus Circus Casinos, Inc., New Castle Corp., Ramparts,
      Inc., Edgewater Hotel Corporation, Colorado Belle Corp.,
      and Slots-A-Fun, Inc., with respect to the $250 Million
      Revolving Loan Agreement, in favor of Bank of America
      National Trust and Savings Association, as managing agent
      for the Banks (Incorporated by reference to Exhibit 4(b)
      to the Company's Current Report on Form 8-K dated
      September 30, 1993).

4(c). $500 Million Reducing Revolving Loan Agreement, dated as
      of September 30, 1993, by and among the Company, the
      Banks named therein and Bank of America National Trust
      and Savings Association, as managing agent for the Banks,
      and related forms of unsecured Promissory Notes
      (Incorporated by reference to Exhibit 4(c) to the
      Company's Current Report on Form 8-K dated September 30,
      1993).
4(d). Subsidiary Guaranty, dated as of September 30, 1993, by
      Circus Circus Casinos, Inc., New Castle Corp., Ramparts,
      Inc., Edgewater Hotel Corporation, Colorado Belle Corp.,
      and Slots-A-Fun, Inc., with respect to the $500 Million
      Reducing Revolving Loan Agreement, in favor of Bank of
      America National Trust and Savings Association, as
      managing agent for the Banks (Incorporated by reference
      to Exhibit 4(d) to the Company's Current Report on Form
      8-K dated September 30, 1993).

4(e). Rate Swap Master Agreement, dated as of October 24, 1986,
      and Rate Swap Supplements One through Four (Incorporated
      by reference to Exhibit 4(j) to the Company' s Current
      Report on Form 8-K dated December 29, 1986).

4(f). Interest Rate Swap Agreement, dated as of October 20,
      1989, by and between the Company and Salomon Brothers
      Holding Company Inc. (Incorporated by reference to
      Exhibit 4(q) to the Company's Annual Report on Form 10-K
      for the fiscal year ended January 31, 1990).

4(g). Interest Rate Swap Agreement, dated as of June 20, 1989,
      by and between the Company and First Interstate Bank of
      California (Incorporated by reference to Exhibit 4(r) to
      the Company's Annual Report on Form 10-K for the fiscal
      year ended January 31, 1990).

4(h). Interest Rate Swap Agreement, dated as of April 6, 1992,
      by and between the Company and Canadian Imperial Bank of
      Commerce (Incorporated by reference to Exhibit 4(y) to
      the Company's Annual Report on Form 10-K for the fiscal
      year ended January 31, 1992).

4(i). Indenture by and between the Company and First Interstate
      Bank of Nevada, N.A., as Trustee with respect to the
      Company's 10-5/8% Senior Subordinated Notes due 1997
      (Incorporated by reference to Exhibit 4(a) to the
      Company's Registration Statement (No. 33-34439) on Form
      S-3).

4(j). Indenture by and between the Company and First Interstate
      Bank of Nevada, N.A., as Trustee with respect to the
      Company's 6-3/4% Senior Subordinated Notes due 2003 and
      its 7-5/8% Senior Subordinated Debentures due 2013
      (Incorporated by reference to Exhibit 4(a) to the
      Company's Current Report on Form 8-K dated July 21,
      1993).

10(a).*    Agreement, dated February 19, 1993, between the Company
           and Glenn W. Schaeffer (Incorporated by reference to
           Exhibit 10(a) to the Company's Annual Report on Form 10-K
           for the fiscal year ended January 31, 1993).  

10(b).*    Agreement, dated March 22, 1993, between the Company and
           James W. Muir (Incorporated by reference to Exhibit 10(b)
           to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1993).

10(c).*    1983 Nonqualified Stock Option Plan of the Company
           (Incorporated by reference to Exhibit 10(d) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1).

10(d).*    1983 Incentive Stock Option Plan of the Company
           (Incorporated by reference to Exhibit 10(e) to the
           Company's Registration Statement (No. 2-85794) on    
           Form S-1).

10(e).*    Amendment to Circus Circus Enterprises, Inc. 1983
           Incentive Stock Option Plan (Incorporated by reference to
           Exhibit 4(a) to the Company's Registration Statement (No.
           2-91950) on Form S-8).

10(f).*    1989 Stock Option Plan of the Company (Incorporated by
           reference to Exhibit 4 to the Company's Registration
           Statement (No. 33-39215) on Form S-8).

10(g).*    Stock Purchase Warrant Plan (Incorporated by reference to
           Exhibit 4(a) to the Company's Registration Statement (No.
           33-29014) on Form S-8).

10(h).*    Amended and Restated 1991 Stock Incentive Plan of the
           Company (Incorporated by reference to Exhibit 4 to the
           Company's Registration Statement (No. 33-56420) on Form
           S-8).

10(i).*    1993 Stock Option Plan of the Company (Incorporated by
           reference to Exhibit 10(a) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended July
           31, 1993).

10(j).*    Circus Circus Enterprises, Inc. Executive Compensation
           Insurance Plan (Incorporated by reference to Exhibit
           10(i) to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1992).

10(k).     Lease, dated November 1, 1957, by and between Bethel
           Palma and others, as lessor, and the Company's
           predecessor in interest, as lessee; Amendment of Lease,
           dated May 6, 1983 (Incorporated by reference to Exhibit
           10(g) to the Company's Registration Statement (No.
           2-85794) on Form S-1).

10(l).     Grant, Bargain and Sale Deed to the Company pursuant to
           the Lease dated November 1, 1957 (Incorporated by
           reference to Exhibit 10(h) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 31, 1984).

10(m).     Lease, dated August 3, 1977, by and between B&D
           Properties, Inc., as lessor, and the Company, as lessee;
           Amendment of Lease, dated May 6, 1983 (Incorporated by
           reference to Exhibit 10(h) to the Company's Registration
           Statement (No. 2-85794) on Form S-1).

10(n).     Ground Lease, dated December 12, 1977, between James T.
           Slayback, Sr., as lessor, and John S. Gottlieb, as
           lessee, and related Assignment, Assumption and Lessor's
           Consent Agreement, dated February 10, 1984, by and
           between John S. Gottlieb, as assignor, the Company, as
           assignee, and James T. Slayback, Sr. (Incorporated by
           reference to Exhibit 10(j) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 31, 1984).

10(o).     Third Amendment and Restatement of the Circus Circus
           Employees' Profit Sharing, Investment and Employee Stock
           Ownership Plan (Incorporated by reference to Exhibit 4(f)
           to the Company's Registration Statement (No. 33-18278) on
           Form S-8).

10(p).     Fourth Amendment to Circus Circus Employees' Profit
           Sharing, Investment and Employee Stock Ownership Plan
           (Incorporated by reference to Exhibit 4(f) to Post
           Effective Amendment No. 3 to the Company's Registration
           Statement (No. 33-18278) on Form S-8).

10(q).     Fifth Amendment to Circus Circus Employees' Profit
           Sharing, Investment and Employee Stock Ownership Plan
           (Incorporated by reference to Exhibit 4(g) to Post
           Effective Amendment No. 3 to the Company's Registration
           Statement (No. 33-18278) on Form S-8).

10(r).     Sixth Amendment to the Circus Circus Employees' Profit
           Sharing, Investment and Employee Stock Ownership Plan
           (Incorporated by reference to Exhibit 4(h) to Post
           Effective Amendment No. 4 to the Company's Registration
           Statement (No. 33-18278) on Form S-8).

10(s).     Form of Agreement of Trust between the Company and Valley
           Bank of Nevada (Incorporated by reference to Exhibit 4(g)
           to the Company's Registration Statement (No. 33-18278) on
           Form S-8).

10(t).     First Amendment to Circus Circus Employees' Profit
           Sharing, Investment and Employee Stock Ownership Trust
           (Incorporated by reference to Exhibit 4(i) to Post
           Effective Amendment No. 3 to the Company's Registration
           Statement (No. 33-18278) on Form S-8).

10(u).     Second Amendment to Agreement of Trust between Circus
           Circus Enterprises, Inc. and Bank of America, Nevada
           (formerly Valley Bank of Nevada) (Incorporated by
           reference to Exhibit 4(k) to Post Effective Amendment No.
           4 to the Company's Registration Statement (No. 33-18278)
           on Form S-8).

10(v).     Group Annuity Contract No. GA70867 between Philadelphia
           Life (formerly Bankers Life Company) and Trustees of
           Circus Circus Employees' Profit Sharing and Investment
           Plan (Incorporated by reference to Exhibit 4(c) to the
           Company's Registration Statement (No. 33-1459) on    
           Form S-8).

10(w).     Lease, dated as of November 1, 1981, between Novus
           Property Company, as landlord, and the Company, as tenant
           (Incorporated by reference to Exhibit 4(h) to the
           Company's Registration Statement (No. 2-85794) on     
           Form S-1).

10(x).     First Addendum and First Amendment, each dated as of June
           15, 1983, to Lease dated as of November 1, 1981
           (Incorporated by reference to Exhibit 4(i) to the
           Company's Annual Report on Form 10-K for the year ended
           January 31, 1984).

10(y).     Second Amendment, dated as of April 1, 1984, to Lease
           dated as of November l, 1981 (Incorporated by reference
           to Exhibit 10(o) to the Company's Registration Statement
           (No. 33-4475) on Form S-1).

10(z).   Lease by and between Robert Lewis Uccelli, guardian, as
         lessor, and Nevada Greens, a limited partnership, William
         N. Pennington, as trustee, and William G. Bennett, as
         trustee, and related Assignment of Lease (Incorporated by
         reference to Exhibit 10(p) to the Company's Registration
         Statement (No. 33-4475) on Form S-1).

10(aa).  Agreement of Purchase, dated March 15, 1985, by and
         between Denio Brothers Trucking Company, as seller, and
         the Company, as buyer, and related lease by and between
         Denio Brothers Trucking Co., as lessor, and Nevada
         Greens, a limited partnership, William N. Pennington, as
         trustee, and William G. Bennett, as trustee, and related
         Assignment of Lease (Incorporated by reference to Exhibit
         10(q) to the Company's Registration Statement (No. 33-
         4475) on Form S-1).

10(bb).  Building Contract, dated March 14, 1992, by and between
         the Company and Perini Building Company (Incorporated by
         reference to Exhibit 10(aa) to the Company's Annual
         Report on Form 10-K for the year ended January 31, 1993).

10(cc).  Agreement of Joint Venture, dated as of March 1, 1994, by
         and among Eldorado Limited Liability Company, Galleon,
         Inc., and the Company.

10(dd).  Operating Agreement of American Entertainment, L.L.C., 
         dated as of January 14, 1994, by and between Circus
         Circus Louisiana, Inc., and American Entertainment
         Corporation; Amendment of Operating Agreement, dated as
         of February 8, 1994, including the forms of the Riverboat
         Casino Management Agreement and the Consulting Agreement
         included as exhibits thereto.

13.      Portions of the Annual Report to Stockholders for the
         Year Ended January 31, 1994 specifically incorporated by
         reference as part of this Report.

21.      Subsidiaries of the Company.

23.      Consent of Arthur Andersen & Co. (See page 47).
_____________
*   This exhibit is a management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this Report.

    Certain instruments with respect to long-term debt have not
been filed hereunder or incorporated by reference herein where the
total amount of such debt thereunder does not exceed 10% of the
consolidated total assets of the Company.  Copies of such
instruments will be furnished to the Securities and Exchange
Commission upon request.

    (b)  During the fourth quarter of the fiscal year ended
January 31, 1994, the Company filed no Current Report on Form 8-K.

    (c)  The exhibits required by Item 601 of Regulation S-K filed
as part of this Report or incorporated herein by reference are
listed in Item 14(a)(3) above, and the exhibits filed herewith are
listed on the Index to Exhibits which accompanies this Report.

    (d)  See Item 14(a)(2) of this Report.

                           SIGNATURES 
 
          Pursuant to the requirements of Section 13 or 15(d) 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. 
                                 CIRCUS CIRCUS ENTERPRISES, INC. 
 
Dated:  April 26, 1994          By :WILLIAM G. BENNETT                 
                                    William G. Bennett, Chairman 
                                    of the Board           
 
          Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities and on 
the dates indicated. 
 
      Signature                   Title                Date 



WILLIAM G. BENNETT       Chairman of the Board       April 26, 1994 
William G. Bennett                                                     
        



CLYDE T. TURNER          Chief Executive Officer,    April 26, 1994 
Clyde T. Turner          President and Director    
                         (Principal Executive
                         Officer)


DANIEL N. COPP           Chief Financial Officer     April 26, 1994 
Daniel N. Copp           and Executive Vice
                         President  
                         (Principal Financial
                         Officer)


WILLIAM N. PENNINGTON    Director                    April 21, 1994 
William N. Pennington 



TERRY L. CAUDILL         Vice President              April 26, 1994 
Terry L. Caudill         (Principal Accounting
                         Officer) 



JAMES CASHMAN III        Director                    April 26, 1994
James Cashman III





                           SIGNATURES  (cont.)



      Signature                   Title                Date 




                         Director                    April   , 1994
Tony Coehlo



                         Director                    April   , 1994 
Carl F. Dodge    



ARTHUR M. SMITH, JR.     Director                    April 21, 1994 
Arthur M. Smith, Jr. 



                         Director                    April   , 1994
Fred W. Smith


KURT SULLIVAN            Director                    April 25, 1994
Kurt Sullivan
                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the
incorporation of our reports dated February 23, 1994 included (or
incorporated by reference) in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1994
into the Company's previously filed Form S-8 Registration
Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-
39215, 33-56420 and 33-53303.




                                  ARTHUR ANDERSEN & CO.



Las Vegas, Nevada
April 28, 1994
                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
                         ON SUPPLEMENTAL SCHEDULES


TO CIRCUS CIRCUS ENTERPRISES, INC.:

    We have audited in accordance with generally accepted
auditing standards, the consolidated financial statements
included in the Circus Circus Enterprises, Inc. and subsidiaries
January 31, 1994 Annual Report to Shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon
dated February 23, 1994.  Our audit was made for the purpose of
forming an opinion on those consolidated statements taken as a
whole.  The supplemental financial statement schedules listed on
page 37 are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of
the basic consolidated financial statements.  These schedules
have been subjected to the auditing procedures applied in the
audit of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.




                                  ARTHUR ANDERSEN & CO.


Las Vegas, Nevada
February 23, 1994
              CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
         SCHEDULE V - PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS
 
                              (In thousands) 
 
 
                           Balance at                      Other      Balance 
                           Beginning  Additions Retire-   Changes-     at End 
      Description          of Period at Cost(*)  ments  Add (Deduct) of Period 
 

                                     For the Year Ended January 31, 1992 
 
Land and land leases . . . .$ 81,776 $      -  $    (70)  $      -   $ 81,706 
Buildings and improvements . 546,493   38,740      (245)         -    584,988 
Leasehold improvements . . .   2,841      645       (17)         -      3,469 
Equipment, furniture  
  and fixtures . . . . . . . 239,869   25,491    (6,672)         -    258,688 
Leasehold interests. . . . .   6,908        -         -          -      6,908 
                             877,887   64,876    (7,004)         -    935,759 
Construction in progress . .  43,488  (38,307)       (2)         -      5,179 
                            $921,375 $ 26,569  $ (7,006)  $      -   $940,938
                             =======  =======   =======    =======    ======= 

                                     For the Year Ended January 31, 1993 
 
Land and land leases . . . .$ 81,706 $  4,857  $      -   $      - $   86,563 
Buildings and improvements . 584,988    4,259       (36)         -    589,211 
Leasehold improvements . . .   3,469       91         -          -      3,560 
Equipment, furniture 
  and fixtures . . . . . . . 258,688   24,801   (11,470)         -    272,019 
Leasehold interests. . . . .   6,908        -         -          -      6,908 
                             935,759   34,008   (11,506)         -    958,261 
Construction in progress . .   5,179  174,578         -          -    179,757 
                            $940,938 $208,586  $(11,506)  $      - $1,138,018 
                             =======  =======   =======    =======  ========= 

                                     For the Year Ended January 31, 1994 
 
Land and land leases . . . $  86,563 $ 15,018  $    (42)  $      - $  101,539 
Buildings and improvements . 589,211  373,869    (2,081)         -    960,999 
Leasehold improvements . . .   3,560        -         -          -      3,560 
Equipment, furniture  
  and fixtures . . . . . . . 272,019  163,003    (8,432)         -    426,590 
Leasehold interests. . . . .   6,908        -         -          -      6,908 
                             958,261  551,890   (10,555)         -  1,499,596 
Construction in progress . . 179,757 (159,902)        -          -     19,855 
                          $1,138,018 $391,988  $(10,555)  $      - $1,519,451 
                           =========  =======   =======    =======  ========= 
 
 
(*) Principally refurbishments and additions or expansions of casino
    properties including transfers from construction in progress.  The 
    additions to construction in progress are net of transfers out of
    construction in progress.

                CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
            SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION 
                 OF PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS
 
                                 (In thousands) 

                                     Additions 
                          Balance at Charged to           Other     Balance at 
                          Beginning  Costs and  Retire-  Changes-      End 
        Description       of Period   Expenses   ments  Add(Deduct) of Period 
 
                                  For the Year Ended January 31, 1992 
 
Buildings and improvements.$ 75,947   $15,775  $   (33)   $     -    $ 91,689 
Leasehold improvements. . .   1,274       178       (5)         -       1,447 
Equipment, furniture
  and fixtures. . . . . . . 122,569    32,078   (6,522)         -     148,125 
Leasehold interests . . . .   4,119       404        -          -       4,523 
                           $203,909   $48,435  $(6,560)   $     -    $245,784 
                            =======    ======   ======     ======     ======= 

                                  For the Year Ended January 31, 1993 
 
Buildings and improvements.$ 91,689   $15,933  $   (31)   $     -    $107,591  
Leasehold improvements. . .   1,447       206        -          -       1,653 
Equipment, furniture 
  and fixtures. . . . . . . 148,125    31,287   (7,006)         -     172,406 
Leasehold interests . . . .   4,523       382        -          -       4,905 
                           $245,784   $47,808  $(7,037)   $     -    $286,555 
                            =======    ======   ======     ======     ======= 

                                  For the Year Ended January 31, 1994 
 
Buildings and improvements.$107,591   $20,864  $  (814)   $     -    $127,641 
Leasehold improvements. . .   1,653       211        -          -       1,864 
Equipment, furniture
  and fixtures. . . . . . . 172,406    37,144   (8,054)         -     201,496 
Leasehold interests . . . .   4,905       381        -          -       5,286 
                           $286,555   $58,600  $(8,868)   $     -    $336,287 
                            =======    ======   ======     ======     ======= 


                CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
                       SCHEDULE IX - SHORT-TERM BORROWINGS 
 
                                 (In thousands) 
 
                                                      Average      Weighted 
                          Weighted                     Amount       Average 
   Category of   Balance  Average   Maximum Amount  Outstanding  Interest Rate 
    Aggregate    at End   Interest    Outstanding      During       During 
   Borrowings   of Period   Rate    During Period    Period(a)     Period(b)   

                     For the Year Ended January 31, 1992 
     
Corporate 
Debt Program (c) $137,938    4.9%       $291,251        $209,975       6.7% 


                     For the Year Ended January 31, 1993 
     
Corporate 
Debt Program (c) $207,896    3.7%       $207,918        $176,616       4.3% 
 

                     For the Year Ended January 31, 1994 
     
Corporate 
Debt Program (c) $167,450    3.4%       $300,576        $176,616       3.6% 
 
 
(a)  Average amount outstanding during the period is computed by averaging
     the average monthly principal balances. 
      
(b)  The weighted average interest rate during the period is computed 
     by dividing the actual interest incurred by the average borrowings         
     outstanding as calculated in (a). 
 
(c)  The corporate debt program is essentially revolving credit and term
     loan agreements with banks or commercial paper issued by the Company
     and backed by revolving credit and term loan agreements with banks.
     See Note 3 of Notes to Consolidated Financial Statements included in
     Item 8 of this report for further discussion.


               CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
            SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION 
 
                                (In thousands) 
 
 
                                             Charged to Costs and Expenses 
                                            For the Year Ended January 31, 
 
                                               1992       1993       1994 
 
 
    Engineering, repairs and maintenance     $52,743    $55,939    $64,246 
                                              ======     ======     ====== 
    Gaming taxes and licenses                $38,200    $39,827    $43,057 
                                              ======     ======     ====== 
    Advertising costs                        $34,005    $35,018    $40,353 
                                              ======     ======     ====== 
    
 
    All other applicable expense categories have been omitted since         
    individually they represent less than 1% of the total consolidated      
    revenue. 
                SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year Ended January 31, 1994    
(In thousands, except per share amounts)
                              1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total  
Revenue                     $209,786  $228,488  $244,547  $272,102  $954,923
Income from operations        51,772    58,287    39,736    51,266   201,061
Income before income tax      49,665    56,610    35,318    41,015   182,608
Net income                    32,779    37,363    20,522    25,525   116,189
Earnings per share*            $0.37     $0.43     $0.24     $0.30     $1.34



Year Ended January 31, 1993    
(In thousands, except per share amounts)                               
                              1st       2nd       3rd       4th
                             Quarter   Quarter   Quarter   Quarter    Total  
Revenue                     $205,914  $222,127  $223,890  $191,094  $843,025
Income from operations        53,446    59,232    59,245    33,559   205,482
Income before income tax
  and extraordinary loss      44,668    53,532    54,810    30,303   183,313
Income before extraordinary   29,481    35,332    36,174    19,996   120,983
  loss
Net income                    25,820    35,332    36,174    19,996   117,322
Earnings per share before
  extraordinary loss*          $0.35     $0.41     $0.42     $0.23     $1.41
Earnings per share*            $0.31     $0.41     $0.42     $0.23     $1.37


   *     Earnings per share information has been adjusted to reflect a 3-for-2
         stock split effective July 1993.


                            INDEX TO EXHIBITS 
                                 FORM 10-K
                        Fiscal Year Ended            
                        January 31, 1994    
                                                                  
 
Exhibit                                                           
 
Number                                                            
                                                               
      
3(ii).     Restated Bylaws of the Company dated February 24, 1994 

10(cc).    Agreement of Joint Venture, dated as of March 1, 1994,
           by and among Eldorado Limited Liability Company,
           Galleon, Inc., and the Company
 
10(dd).    Operating Agreement of American Entertainment, L.L.C.,
           dated as of January 14, 1994, by and between Circus
           Circus Louisiana, Inc., and American Entertainment
           Corporation; Amendment of Operating Agreement, dated as
           of February 8, 1994, including the forms of the
           Riverboat Casino Management Agreement and the
           Consulting Agreement included as exhibits thereto.

13.        Portions of the Annual Report to Stockholders for
           the Year Ended January 31, 1994 specifically
           incorporated by reference as part of this Report.

21.        Subsidiaries of the Company.

23.        Consent of Arthur Andersen & Co. 

EX-1

                                                             EXHIBIT 3(ii)


                            RESTATED BY-LAWS OF

                      CIRCUS CIRCUS ENTERPRISES, INC.

                          (A Nevada Corporation)

                                 ARTICLE I

                                  Offices


     SECTION 1.1.  Principal Office.  The principal office of the
corporation in the State of Nevada is 2880 Las Vegas Boulevard
South, Las Vegas, Clark County, Nevada  89109.

     SECTION 1.2.  Other Offices.  The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or
the business of the corporation may require.

                                ARTICLE II

                          Meeting of Stockholders

     SECTION 2.1.  Place of Meeting.  All meetings of stockholders
shall be held at such place, either within or without the State of
Nevada, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2.  Annual Meetings.  The annual meeting of
stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.

     SECTION 2.3.  Voting List.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. 
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice, or if not so specified, at
the place where the meeting is to be held.  The list shall also be 
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.

     SECTION 2.4.  Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation of the
corporation, as amended (the "Articles of Incorporation"), may be
called by the Chairman of the Board, the President or by the Board
of Directors or by written order of a majority of the directors and
shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled vote.  Such request shall state
the purposes of the proposed meeting.  The officers or directors
shall fix the time and any place, either within or without the
State of Nevada, as the place for holding such meeting.

     SECTION 2.5.  Notice of Meeting.  Written notice of the annual
and each special meeting of stockholders, stating the time, place
and purpose or purposes thereof, shall be given to each stockholder
entitled to vote thereat, not less than 10 nor more than 60 days
before the meeting.

     SECTION 2.6.  Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business except when
stockholders are required to vote by class, in which event a
majority of the issued and outstanding shares of the appropriate
class shall be present in person or by proxy, and except as
otherwise provided by statute or by the Articles of Incorporation. 
Notwithstanding any other provision of the Articles of
Incorporation or these by-laws, the holders of a majority of the
shares of capital stock entitled to vote thereat, present in person
or represented by proxy, whether or not a quorum is present, shall
have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented.  If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting.  At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.

     SECTION 2.7.  Voting.  When a quorum is present at any meeting
of the stockholders, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes,
of the Articles of Incorporation or of these by-laws, a different
vote is required, in which case such express provision shall govern
and control the decision of such question.  Every stockholder
having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such
stockholder, and filed with the Secretary of the corporation
before, or at the time of, the meeting.  Provided, however, no such
proxy shall be valid after the expiration of six months from the
date of its execution, unless coupled with an interest, or unless
the person executing it specifies therein the length of time for
which it is to continue in force, which in no case shall exceed
seven years from the date of its execution.  If such instrument
shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons
present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting or
giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in
respect of the same portion of the shares as he is of the proxies
representing such shares.  Unless required by statute or determined
by the Chairman of the meeting to be advisable, the vote on any
question need not be by written ballot.

     SECTION 2.8.  Consent of Stockholders.  Whenever the vote of
stockholders at a meeting thereof is required or permitted to be
taken for or in connection with any corporate action by any
provision of the statutes, the meeting and vote of stockholders may
be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; of if the
Articles of Incorporation authorize the action to be taken with the
written consent of the holders of less than all the stock who would
have been entitled to vote upon the action if a meeting were held,
then on the written consent of the stockholders having not less
than such percentage of the number of votes as may be authorized in
the Articles of Incorporation; provided that in no case shall the
written consent be by the holders of stock having less than the
minimum percentage of the vote required by statutes for the
proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without
a meeting and less than unanimous written consent.

     SECTION 2.9.  Voting of Stock of Certain Holders.  Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or in the absence of such provision, as
the Board of Directors of such corporation may determine.  Shares
standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person
or by proxy.  Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such
shares into the name of such fiduciary.  Shares standing in the
name of a receiver may be voted by such receiver.  A stockholder
whose shares are pledged shall be entitled to vote such shares,
unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may
represent the stock and vote thereon.   




     SECTION 2.10  Treasury Stock.  The corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and
such shares shall not be counted in determining the total number of
outstanding shares.

     SECTION 2.11.  Fixing Record Date.  The Board of Directors may
fix in advance a date, not exceeding 60 nor less than 10 days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at any such meeting and any adjournment thereof, or entitled
to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders
and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of and to vote
at any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date
fixed as aforesaid.

                                ARTICLE III

                            Board of Directors

     SECTION 3.1.  Powers.  The business and affairs of the
corporation shall be managed by its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

     SECTION 3.2.  Number, Election and Term.  The directors shall
be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold
office until his successor shall be elected and shall qualify. 
Directors need not be residents of Nevada or stockholders of the
corporation.  Commencing with the election of directors at the
annual meeting of stockholders in 1991, the directors shall be
classified with respect to the time for which they shall hold their
office by dividing them into three classes, to be known as Class I,
Class II and Class III.  Until the number of directors in any Class
is changed by amending the Section 3.2, the number of directors in
Class I shall be two (2), the number of directors in Class II shall
be two (2), and the number of directors in Class III shall be three
(3).  At the annual meeting of stockholders in 1991, directors of
Class I shall be elected for terms of one (1) year, directors of
Class II shall be elected for terms of two (2) years, and directors
of Class III shall be elected for terms of three (3) years.  At
each annual meeting of stockholders after 1991, successors to the
directors of the Class whose term of office expires in that year
shall be elected to hold office until the term of office of only
one Class of directors shall expire each year.

     SECTION 3.3.  Vacancies, Additional Directors and Removal From
Office.  If any vacancy occurs in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from
office of any director, or otherwise, or if any new directorship is
created by an increase in the authorized number of directors, a
majority of the directors then in office, though less than a
quorum, or a sole remaining director, may choose a successor or
fill the newly created directorship; and a director so chosen shall
hold office until the next annual election and until his successor
shall be duly elected and shall qualify, unless sooner displaced. 
Any director may be removed either for or without cause at any
special meeting of stockholders duly called and held for such
purpose.

     SECTION 3.4.  Regular Meetings.  A regular meeting of the
Board of Directors shall be held each year, without other notice
than this by-law, at the place of, and immediately following, the
annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held during each year, at such time and
place as the Board of Directors may from time to time provide by
resolution, either within or without the State of Nevada, without
other notice than such resolution.

     SECTION 3.5.  Special Meetings.  A special meeting of the
Board of Directors may be called by the Chairman of the Board or by
the President and shall be called by the Secretary on the written
request of any two directors.  The Chairman of the Board or
President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without
the State of Nevada, as the place for holding such meeting.

     SECTION 3.6.  Notice of Special Meetings.  Written notice of
special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting.  Any
director may waive notice of any meeting.  The attendance of a
director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting solely for the
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business
to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of
notice of such meeting, except that notice shall be given of any
proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is
required by statute.

     SECTION 3.7.  Quorum.  A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation
or by these by-laws.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     SECTION 3.8.  Action Without Meetings.  Unless otherwise
restricted by the Articles of Incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof as provided in
Article IV of these by-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of
such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

     SECTION 3.9.  Meeting By Telephone.  Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken by means of a meeting by conference telephone
network or similar communications method so long as all persons
participating in the meeting can hear each other.  Any person
participating in such meeting shall be deemed to be present in
person at such meeting.

     SECTION 3.10.  Compensation.  Except as otherwise provided in
this Section 3.10, directors, as such, shall not be entitled to any
compensation for their services unless voted by the stockholders;
but by resolution of the Board of Directors, there may be allowed
(a) to "outside" directors, as that term is defined in Section 4.2
of these by-laws, a stated salary and/or a fixed sum for each
regular or special meeting of the Board of Directors or any meeting
of a committee of directors attended, and (b) to all directors,
expenses of attendance, if any, for each regular or special meeting
of the Board of Directors or any meeting of a committee of
directors attended.  No provision of these by-laws shall be
construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.

                                ARTICLE IV

                          Committees of Directors

     SECTION 4.1.  Executive Committee.  The Executive Committee of
the Board of Directors (the "Executive Committee") shall consist of
not less than two directors to be designated by the Board of
Directors annually at its first regular meeting held pursuant to
Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible.  None
of the members of the Executive Committee need be officers of the
corporation.  The Executive Committee shall have and may exercise
all of the powers of the Board of Directors during the period
between meetings of the Board of Directors except as reserved to 

the Board of Directors to another standing or special committee or
as may be prohibited by law and, except further, that the Executive
Committee shall not have the power to elect officers of the
corporation.  

     SECTION 4.2.  Audit Committee.  The Audit Committee of the
Board of Directors (the "Audit Committee") shall consist solely of
directors, one or more, each of whom shall be an "outside" director
of the corporation, to be designated annually by the Board of
Directors at its first regular meeting held pursuant to Section 3.4
of these by-laws after the annual meeting of stockholders or as
soon thereafter as conveniently possible.  The term "outside"
director, as used in this Section 4.2, shall mean a director of the
corporation who is independent of management, not an officer,
employee, consultant, agent or affiliate (except as a director) of
the corporation and who is free of any relationship that, in the
opinion of the Board of Directors, would interfere with the
designated director's exercise of independent judgement as a member
of the Audit Committee.  The Audit Committee shall have and may
exercise all of the powers of the Board of Directors during the
period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and
recommendation for employment by the corporation, subject to
approval by the Board of Directors and the stockholders, of a firm
of certified public accountants whose duty it shall be to audit the
books and accounts of the corporation and its subsidiaries for the
fiscal year in which they are appointed and who shall report to the
Audit Committee, provided, that in selecting and recommending for
employment any firm of certified public accountants, the Audit
Committee shall make a thorough investigation to insure the
"independence" of such accountants as defined in the applicable
rules and regulations of the Securities and Exchange Commission;
(ii) instructing the certified public accountants to expand the
scope and extent of the annual audits of the corporation into areas
of any concern to the Audit Committee, which may be beyond that
necessary for the certified public accountants to report on the
financial statements of the corporation, and, at its discretion,
directing other special investigations to insure the objectivity of
the financial reporting of the corporation; (iii) reviewing the
reports submitted by the certified public accountants, conferring
with the auditors and reporting thereon to the Board of Directors
with such recommendations as the Audit Committee may deem
appropriate; (iv) meeting with the corporation's principal
accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the
corporation as the Audit Committee shall deem necessary in order to
determine the adequacy of the corporation's accounting principles
and financial and operating policies, controls and practices, its
public financial reporting policies and practices, and the results
of the corporation's annual audit; (v) conducting inquiries into
any of the foregoing, the underlying and related facts, including
such matters as the conduct of the personnel of the corporation,
the integrity of the records of the corporation, the adequacy of
the procedures and the legal and financial consequences of such
facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others,
as the Audit Committee shall deem necessary or appropriate, in
connection with the exercise of its powers on such terms as the
Audit Committee shall deem necessary or appropriate to protect the
interests of the stockholders of the corporation.

     SECTION 4.3.  Other Committees.  The Board of Directors may,
by resolution passed by a majority of the whole Board, designate
one or more additional special or standing committees other than
the Executive Committee and Audit Committee, each such additional
committee to consist of one or more of the directors of the
corporation.  Each such committee shall have and may exercise such
of the powers of the Board of Directors in the management of the
business and affairs of the corporation as may be provided in such
resolution, except as delegated by these by-laws or by the Board of
Directors to another standing or special committee or as may be
prohibited by law.

     SECTION 4.4.  Committee Operations.  A majority of a committee
shall constitute a quorum for the transaction of any committee
business.  Such committee or committees shall have such name or
names and such limitations of authority as provided in these by-
laws or as may be determined from time to time by resolution
adopted by the Board of Directors.  The corporation shall pay all
expenses of committee operations.  The Board of Directors may
designate one or more appropriate directors as alternate members of
any committee, who may replace any absent or disqualified member at
any meeting of such committee.  In the absence or disqualification
of any members of such committee or committees, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another appropriate member of the Board of
Directors to act at the meeting in the place of any absent or
disqualified members.

     SECTION 4.5.  Minutes.  Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board
of Directors when required.  The Secretary or any Assistant
Secretary of the corporation shall (i) serve as the Secretary of
the Executive Committee, the Audit Committee and any other special
or standing committee of the Board of Directors of the corporation,
(ii) keep regular minutes of standing or special committee
proceedings, (iii) make available to the Board of Directors, as
required, copies of all resolutions adopted or minutes or reports
of other actions recommended or taken by any such standing or
special committee and (iv) otherwise as requested keep the members
of the Board of Directors apprised of the actions taken by such
standing or special committees.





     SECTION 4.6.  Compensation.  Members of special or standing
committees who are "outside" directors, as that term is defined
elsewhere in this Article, may be allowed compensation for serving
as a member of any such committee and all members may be
compensated for expenses of attending committee meetings, if the
stockholders or Board of Directors shall so determine in accordance
with Section 3.10.

                                 ARTICLE V

                                  Notice

     SECTION 5.1.  Methods of Giving Notice.  Whenever under the
provisions of the statutes, the Articles of Incorporation or these
by-laws, notice is required to be given to any director, member of
any committee or stockholder, such notice shall be in writing an
delivered personally or mailed to such director, member or
stockholder; provided that in the case of a director or a member of
any committee such notice may be given orally or by telephone or
telegram.  If mailed, notice to a director, member of a committee
or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage
thereon prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the
records of the corporation or, in the case of a director or a
member of a committee to such person at his business address.  If
sent by telegraph, notice to a director or member of a committee
shall be deemed to be given when the telegram, so addressed, is
delivered to the telegraph company.

     SECTION 5.2.  Written Waiver.  Whenever any notice is required
to be given under the provisions of these statutes, the Articles of
Incorporation or these by-laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. 

                                ARTICLE VI

                                 Officers

     SECTION 6.1.  Officers.  The officers of the corporation shall
be Chairman of the Board, President, one or more Vice Presidents,
any one or more of which may be designated Executive Vice President
or Senior Vice President, a Secretary and a Treasurer.  The Board
of Directors may appoint such other officers and agents, including
but not limited to Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers, as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined by the Board.  Any
two or more offices, may be held by the same person.  No officer
shall executive, acknowledge, verify or countersign any instrument
on behalf of the corporation in more than one capacity, if such
instrument is required by law, by these by-laws or by any act of
the corporation to be executed, acknowledged, verified or
countersigned by two or more officers.  The Chairman of the Board
shall be elected from among the directors.  With the foregoing
exception, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.

     SECTION 6.2.  Election and Term of Office.  The Officers of
the corporation shall be elected annually by the Board of Directors
at its first regular meeting held after the annual meeting of
stockholders or as soon thereafter as conveniently possible.  Each
officer shall hold office until his successor shall have been
chosen and shall have qualified or until his death or the effective
date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman of the Board.

     SECTION 6.3.  Removal and Resignation.  Any officer or agent
elected or appointed by the Board of Directors may be removed
without cause by the affirmative vote of a majority of the Board of
Directors whenever, in its judgment, the best interests of the
corporation shall be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the person
so removed.  Any officer may resign at any time by giving written
notice to the corporation.  Any such resignation shall take effect
at the date of the receipt of such notice or at any later time
specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 6.4.  Vacancies.  Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.

     SECTION 6.5.  Salaries.  The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors
or pursuant to the direction of the Board of Directors; and no
officer shall be prevented from receiving such salary by reason of
his also being a director.

     SECTION 6.6.  Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the Board of Directors and
of the stockholders of the corporation.  In the Chairman's absence,
such duties shall be attended to by the President.  The Chairman of
the Board shall hold the position of chief executive officer of the
corporation and shall perform such duties as usually pertain to the
position of chief executive officer and such duties as may be
prescribed by the Board of Directors or the Executive Committee. 
The Chairman of the Board shall formulate and submit to the Board
of Directors or the Executive Committee matters of general policy
for the corporation and shall perform such other duties as usually
appertain to the office or as may be prescribed by the Board of
Directors.  He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors.  He may sign with the
President or any other officer of the corporation thereunto
authorized by the Board of Directors certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors, and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors or the Executive Committee has
authorization to be executed, except in cases where the signing and
execution thereof has been expressly delegated or reserved by these
by-laws or by the Board of Directors or the Executive Committee to
some other officer or agent of the corporation, or shall be
required by law to be otherwise executed.

     SECTION 6.7.  President.  The President, subject to the
control of the Board of Directors, the Executive Committee, and the
Chairman of the Board, shall in general supervise and control the
business and affairs of the corporation.  He shall have the power
to appoint and remove subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors or the
Chairman of the Board.  The President shall keep the Board of
Directors, the Executive Committee and the Chairman of the Board
fully informed as they or any of them shall request and shall
consult them concerning the business of the corporation.  He may
sign with the Chairman of the Board or any other officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of capital stock of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors, and any deeds, bonds, mortgages, contracts,
checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed,
except in cases where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors
or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed. 
In general, he shall perform all other duties normally incident to
the office of the President, except any duties expressly delegated
to other persons by these by-laws, the Board of Directors, or the
Executive Committee, and such other duties as may be prescribed by
the stockholders, Chairman of the Board, the Board of Directors or
the Executive Committee, from time to time.

     SECTION 6.8.  Vice Presidents.  In the absence of the
President, or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there shall be no Vice
President or more than one Vice President designated Executive Vice
President, any Vice President designated by the Board) shall
perform the duties and exercise the powers of the President.  Any
Vice President authorized by resolution of the Board of Directors
to do so, may sign with any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors. 
The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the
President, the Board of Directors or the Executive Committee.

     SECTION 6.9.     Secretary.  The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly
given in accordance with provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and of
the seal of the corporation, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates
for shares prior to the issuance thereof and to all documents, the
execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address
of each stockholder which shall be furnished by such stockholder;
(e) have general charge of the stock transfer books of the
corporation; and (f) in general, perform all duties normally
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.

     SECTION 6.10.  Treasurer.  The Treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit
all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of Section 7.3 of these by-laws; (b) prepare,
or cause to be prepared, for submission at each regular meeting of 
the Board of Directors, at each annual meeting of stockholders, and
at such other times as may be required by the Board of Directors,
the Chairman of the Board, the President or the Executive
Committee, a statement of financial condition of the corporation in
such detail as may be required; and (c) in general, perform all the
duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee.  If required by the Board of Directors or the Executive
Committee, the Treasurer shall give a bond for the faithful
discharge of his duties as such sum and with such surety or
sureties as the Board of Directors or the Executive Committee shall
determine.

     SECTION 6.11.  Assistant Secretary or Treasurer.  The
Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee. 
The Assistant Secretaries or Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.  The Assistant
Directors or the Executive Committee, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors or the Executive Committee shall determine.

                                ARTICLE VII

                      Contracts, Checks and Deposits

     SECTION 7.1.  Contracts.  Subject to the provisions of Section
6.1., the Board of Directors or the Executive Committee may
authorize any officer, officers, agent or agents, to enter into any
contract or execute and deliver an instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.

     SECTION 7.2.  Checks, etc.  All checks, demands, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers or such agent or agents of the
corporation, and in such manner, as shall be determined by the
Board of Directors or the Executive Committee.

     SECTION 7.3.  Deposits.  All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Chairman of the Board, the President or the
Treasurer may be empowered by the Board of Directors or the
Executive Committee to select or as the Board of Directors or the
Executive Committee may select.

                               ARTICLE VIII

                           Certificate of Stock

     SECTION 8.1.  Issuance.  Each stockholder of this corporation
shall be entitled to a certificate or certificates showing the
number of shares of stock registered in his name on the books of
the corporation.  The certificates shall be in such form as may be
determined by the Board of Directors or the Executive Committee,
shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued.  They shall exhibit
the holder's name and the number of shares and shall be signed b;y
the Chairman of the Board and the President or such other officers
as may from time to time be authorized by resolution of the Board
of Directors.  Any of or all the signatures on the certificate may
be a facsimile.  The seal of the corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such
certificates.  In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued,
such certificate may nevertheless be issued by the corporation with
the same effect as if such officer had not ceased to be such
officer at the date of its issue.  If the corporation shall be
authorized to issue more than one class of stock or more than one
series of any class, the designation, preferences and relative,
participating, option or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock; provided
that except as otherwise provided by statute, in lieu of the
foregoing requirements there may be set forth on the face or back
of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation
will furnish to each stockholder who so requests the designations,
preferences and relative, participating, option or other special
rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and
rights.  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the
corporation as the Board of Directors may prescribe.  In addition
to the above, all certificates evidencing shares of the
corporation's stock or other securities issued by the corporation
shall contain such legend or legends as may from time to time be
required by the Nevada Revised Statutes and/or the Nevada Gaming
Commission Regulations then in effect.

     SECTION 8.2.  Lost Certificates.  The Board of Directors may
direct that a new certificate or certificates be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed, or both.

     SECTION 8.3.  Transfers.  Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon
its books. Transfers of shares shall be made only on the books of
the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney and filed with
the Secretary of the corporation or the transfer agent.

     SECTION 8.4.  Registered Stockholders.  The corporation shall
be entitled to treat the holder of record of any share of shares of
stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on  the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by laws of the State of Nevada.



                                ARTICLE IX

                                 Dividends

     SECTION 9.1.  Declaration.  Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property or in shares of capital stock, subject to
the provisions of the Articles of Incorporation.

     SECTION 9.2.  Reserve.  Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for
such other purpose as the Board of Directors shall think conducive
to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was
created.

                                 ARTICLE X

                              Indemnification

     SECTION 10.1.  Third Party Actions.  The corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

     SECTION 10.2.  Actions by or in the Right of the Corporation. 
The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

     SECTION 10.3.  Successful Defense.  To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 10.1 and 10.2, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     SECTION 10.4. Determination of Conduct.  Any indemnification
under Section 10.1 or 10.2 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 10.l and
10.2.  Such determination shall be made (1) by the Board of
Directors or the Executive Committee by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.

     SECTION 10.5  Payment of Expenses in Advance.  Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article X.

     SECTION 10.6.  Indemnity Not Exclusive.  The indemnification
provided hereunder shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
any other by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     SECTION 10.7.  The Corporation.  For purposes of this Article
X, references to "the corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under and subject to the provisions of this
Article X (including, without limitation the provisions of Section
10.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.

     SECTION 10.8.  Insurance Indemnification.  The corporation
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X.

                                ARTICLE XI

                               Miscellaneous

     SECTION 11.1.  Seal.  The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal,
Nevada".  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.

     SECTION 11.2.  Books.  The books of the corporation may be
kept within or without the State of Nevada (subject to any
provisions contained in the statutes) at such place or places as
may be designated from time to time by the Board of Directors or
the Executive Committee.

     SECTION 11.3.  Fiscal Year.  The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.

                                ARTICLE XII

                                 Amendment

     These by-laws may be altered, amended or repealed at any
regular meeting of the Board of directors without prior notice, or
at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such
special meetings.


                           OFFICER'S CERTIFICATE

     The undersigned, MIKE H. SLOAN, Secretary of Circus Circus
Enterprises, Inc., a Nevada corporation, hereby certifies that the
above and foregoing Restated By-Laws of Circus Circus Enterprises,
Inc., were duly adopted by the Board of Directors of said
corporation at a regularly scheduled meeting of the Board of
Directors held on June 20, 1991.


(Corporate Seal)


                                MIKE H. SLOAN                     
                                MIKE H. SLOAN, Secretary

                                Dated:   June 20, 1991            



                          SECRETARY'S CERTIFICATE

     The undersigned, MIKE H. SLOAN, Secretary of Circus Circus
Enterprises, Inc., a Nevada Corporation (the "Company"), hereby
certifies that on November 21, 1991 the Company's Board of
Directors approved changes to Section 3.2 of the Company's By-Laws
increasing the number of Class I and Class II Directors.  That
Section should now read:

          "SECTION 3.2.  Number, Election and Term.  The directors
          shall be elected at the annual meeting of stockholders,
          except as provided in Section 3.3, and each director
          elected shall hold office until his successor shall be
          elected and shall qualify.  Directors need not be
          residents of Nevada or stockholders of the corporation. 
          Commencing with the election of directors at the annual
          meeting of stockholders in 1991, the directors shall be
          classified with respect to the time for which they shall
          hold their offices by dividing them into three classes,
          to be known as Class I, Class II and Class III.  At the
          annual meeting of stockholders in 1991, directors of
          Class I shall be elected for terms of one (1)year,
          directors of Class II shall be elected for terms of two
          (2) years, and directors of Class III shall be elected
          for terms of three (3) years.  At each annual meeting of
          stockholders after 1991, successors to the directors of
          the Class whose term of office expires in that year shall
          be elected to hold office until the third succeeding
          annual meeting of stockholders, so that the term of
          office of only one Class of directors shall expire in
          each year.  Until the number of directors in any Class is
          changed by amending this Section 3.2, the number of
          directors in Class I shall be three (3), the number of
          directions in Class II shall be three (3), and the number
          of directors in Class III shall be three (3)."

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate on this 21st day of November, 1991.



                                           MIKE SLOAN             
                                           Mike Sloan, Secretary

                          SECRETARY'S CERTIFICATE

     The undersigned, Mike Sloan, Secretary of Circus Circus
Enterprises, Inc., a Nevada Corporation (the "Company"), hereby
certifies that on March 29, 1993, the Company's Board of Directors
approved changes to Section 3.2 of the Company's By-Laws decreasing
the number of Class III Directors. That Section should now read:

          "SECTION 3.2.  Number, Election and Term.  The directors
     shall be elected at the annual meeting of stockholders, except
     as provided in Section 3.3, and each director elected shall
     hold office until his successor shall be elected and shall
     qualify.  Directors need not be residents of Nevada or
     stockholders of the Corporation.  Commencing with the election
     of directors at the annual meeting of stockholders in 1991,
     the directors shall be classified with respect to the time for
     which they shall hold their offices by dividing them into
     three classes, to be known as Class I, Class II and Class III. 
     At the annual meeting of stockholders in 1991, directors of
     Class I shall be elected for terms of one (1) year, directors
     of Class II shall be elected for terms of two (2) years, and
     directors of Class III shall be elected for terms of three (3)
     years.  At each annual meeting of stockholders after 1991,
     successors to the directors of the Class whose term of office
     expires in that year shall be elected to hold office until the
     third succeeding annual meeting of stockholders, so that the
     term of office of only one Class of directors shall expire in
     each year.  the number of directors in Class I shall be three
     (3), the number of directors in Class II shall be three (3),
     and, effective March 29, 1993, the number of directors in
     Class III shall be two (2)."

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate on this 29th day of March, 1993.



                                       MIKE SLOAN                
                                       Mike Sloan, Secretary

                          SECRETARY'S CERTIFICATE

     The undersigned, Mike Sloan, Secretary of Circus Circus
Enterprises, Inc., a Nevada Corporation (the "Company"), hereby
certifies that on March 29, 1993 the Company's Board of Directors
approved changes to Sections 6.1, 6.2, 6.3, 6.4 and 6.5 of the
Company's By-Laws regarding officers of the Company.  Those
sections should now read:

          "SECTION 6.1.  Officers.  The executive officers of the
     corporation shall be the Chairman of the Board, President,
     Secretary and Treasurer.  The Board of Directors shall elect
     and, when applicable, appoint all the executive officers of
     the corporation.  The Board of Directors and the Chairman of
     the Board may appoint such other officers and agents,
     including but not limited to one or more Vice Presidents (any
     one or more of which may be designated Executive Vice
     President or Senior Vice President), Assistance Vice
     Presidents, Assistant Secretaries and Assistant Treasurers, as
     they deem necessary, who shall hold their offices for such
     terms and shall exercise such powers and perform such duties
     as prescribed by the Board of Directors or Chairman of the
     Board.  Any two or more offices may be held by the same
     person.  No officer shall execute, acknowledge, verify or
     countersign any instrument on behalf of the corporation in
     more than one capacity, if such instrument is required by law,
     by these by-laws or by any act of the corporation to be
     executed, acknowledged, verified or countersigned by two or
     more officers.  The Chairman of the Board shall be elected
     from among the directors.  With the foregoing exception, none
     of the other officers need be a director, and none of the
     officers need be a stockholder of the corporation.

          SECTION 6.2.  Election and Term of Office.  The
     executive officers of the corporation shall be elected
     annually by the Board of Directors at its first regular
     meeting held after the annual meeting of stockholders or as
     soon thereafter as conveniently possible.  Each executive
     officer shall hold office until his successor shall have been
     chosen and shall have qualified or until his death or the
     effective date of his resignation or removal, or until he
     shall cease to be a director in the case of the Chairman of
     the Board.

          SECTION 6.3.  Removal and Resignation.  Any executive
     officer or other officer or agent appointed by the Board of
     Directors may be removed, either with or without cause, by the
     affirmative vote of a majority of the Board of Directors
     whenever, in its judgment, the best interests of the
     corporation shall be served thereby, but such removal shall be
     without prejudice to the contractual rights, if any, of the
     person so removed.  Any other officer or agent may be removed,
     either with or without cause, in the sold discretion of the
     Chairman of the Board.  Any executive officer or other officer
     or agent may resign at any time by giving written notice to
     the corporation.  Any such resignation shall take effect at
     the date of the receipt of such notice or at any later time
     specified therein, and unless otherwise specified therein, the
     acceptance of such resignation shall not be necessary to make 
     it effective.

          SECTION 6.4.  Vacancies.  Any vacancy occurring in any
     executive office of the corporation by death, resignation,
     removal or otherwise, may be filled by the Board of Directors
     for the unexpired portion of the term.

          SECTION 6.5.  Salaries.  The salaries of all executive
     officers of the corporation shall be fixed by the Board of
     Directors or pursuant to the direction of the Board of
     Directors; and no executive officer shall be prevented from
     receiving such salary by reason of his also being a director. 
     Compensation of officers and agents not appointed by the Board
     of Directors shall be established by the Chairman of the Board
     and President, but subject to review by the Board of
     Directors."

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate on this 29th day of March, 1991.



                                      MIKE SLOAN                
                                      Mike Sloan, Secretary

                          SECRETARY'S CERTIFICATE

     The undersigned, Mike Sloan, Secretary of Circus Circus
Enterprises, Inc., a Nevada Corporation (the "Company"), hereby
certifies that on February 24, 1994 the Company's Board of
Directors approved changes to Section 3.2 of the Company's Bylaws
increasing the number of Class III Directors.  That Section should
now read:

          "SECTION 3.2.  Number, Election and Term.  The
     directors shall be elected at the annual meeting of
     stockholders, except as provided in Section 3.3, and each
     director elected shall hold office until his successor
     shall be elected and shall qualify.  Directors need not
     be residents of Nevada or stockholders of the
     corporation.  Commencing with the election of directors
     at the annual meeting of stockholders in 1991, the
     directors shall be classified with respect to the time
     for which they shall hold their offices by dividing them
     into three classes, to be known as Class I, Class II and
     Class III.  At the annual meeting of stockholders in
     1991, directors of Class I shall be elected for terms of
     one (1) year, directors of Class II shall be elected for
     terms of two (2) years, and directors of Class III shall
     be elected for terms of three (3) years.  At each annual
     meeting of stockholders after 1991, successors to the
     directors of the Class whose term of office expires in
     that year shall be elected to hold office until the third
     succeeding annual meeting of stockholders, so that the
     term of office of only one Class of directors shall
     expire in each year.  Until the number of directors in
     any Class is changed by amending this Section 3.2, the
     number of directors in Class I shall be three (3), the
     number of directors in Class II shall be three (3), and,
     effective February 24, 1994, the number of directors in
     Class III shall be three (3)."

     IN WITNESS WHEREOF, the undersigned has executed this
Certificate on this 27th day of April, 1994.




                                   MIKE SLOAN                     
                                   Mike Sloan, Secretary    

EX-2

                                                             EXHIBIT 10(cc) 


                        AGREEMENT OF JOINT VENTURE
                                    OF
                     CIRCUS AND ELDORADO JOINT VENTURE


     This AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT
VENTURE is entered into and shall be effective as of the 1s4 day of
March, 1994, by and between ELDORADO LIMITED LIABILITY COMPANY
("E"), a Nevada limited liability company owned and controlled by
ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada limited
partnership ("EHALP"), and GALLEON, INC., a Nevada corporation
("C"), owned and controlled by CIRCUS CIRCUS ENTERPRISES, INC., a
Nevada corporation ("CC"), pursuant to the provisions of the Nevada
Uniform Partnership Act, on the following terms and conditions:

                                 Section 1

                             THE JOINT VENTURE

     1.1  Formation.  The Joint Venture is hereby formed as a
Nevada general partnership between E and C ("Partners") effective
as of the date hereof pursuant to the provisions of the Nevada
Uniform Partnership Act ("Act").

     1.2  Name.  The name of the Joint Venture shall be
CIRCUS AND ELDORADO JOINT VENTURE and all business of the Joint
Venture shall be conducted in such name.  The Joint Venture shall
hold all of its property in the name of the Joint Venture and not
in the name of any Partner.

     1.3  Purpose.

          (a)  The purpose of the Joint Venture is to acquire,
develop, construct, finance, manage, and operate a hotel with up to
approximately 2,000 rooms and an entertainment facility, together
with a casino, restaurants, amusement and other related facilities 
("Casino Project"), to be located in Reno, Nevada, on the property
described in Exhibit "A" attached hereto and incorporated herein by
reference (the "Casino Property").  

          (b)  The Joint Venture shall be a partnership only for
the purpose specified in this Section 1.3.  Except as otherwise
provided in this Agreement, the Joint Venture shall not engage in
any other activity or business and no Partner shall have any
authority to hold himself out as the agent of the other Partner in
any other business or activity.

     1.4  Place of Business.  The principal place of business of
the Joint Venture shall be at 430 North Virginia Street, Reno,
Nevada or at such other place within Reno, Nevada, as may be
determined by the Managing Partner.

     1.5  Term.  The term of the Joint Venture shall commence on
the date hereof and shall continue until the winding up and
liquidation of the Joint Venture following a "Liquidating Event,"
as provided in Section 13 hereof.

     1.6   Percentage Interest.  The Percentage Interest of each
Partner shall be fifty percent (50%) and shall not be changed
except as provided herein.  

     1.7  Statutory Compliance.  The Joint Venture shall exist
under and be governed by, and this Agreement shall be construed in
accordance with, the applicable laws of the State of Nevada
including the Nevada Gaming Control Act embodied in Chapter 463 of
the Nevada Revised Statutes and the regulations promulgated
thereunder.  The Partners shall make all filings and disclosures
required by, and shall otherwise comply with, all such laws.  The
Partners shall execute and file in the appropriate records any
assumed or fictitious name certificates and other documents and
instruments as may be necessary or appropriate with respect to the
formation of, and conduct of business by, the Joint Venture.

     1.8  Title to Property.  All real and personal property owned
by the Joint Venture shall be owned by and in the name of the Joint
Venture as an entity and no Partner shall have any ownership
interest in such property in its individual name or right, and each
Partners's interest in the Joint Venture shall be personal property
for all purposes.  

     1.9  Payments of Individual Obligations.  The Joint Venture's
credit and assets shall be used solely for the benefit of the Joint
Venture, and no asset of the Joint Venture shall be transferred or
encumbered for or in payment of any separate obligation of a
Partner.

     1.10 Independent Activities; Transactions With Affiliates.

          (a)  Each Partner shall be required to devote only such
time to the affairs of the Joint Venture as such Partner determines
in its sole discretion may be necessary to develop, construct,
manage and operate the Joint Venture, and each Partner shall be
free to serve any other Person or enterprise in any capacity that
it may deem appropriate.  Nothing in this Agreement shall prevent
either Partner from engaging in other business ventures of every
nature, including, but not limited to, the ownership, management,
improvement, development and operation of any other hotels and/or
casinos wherever located, and this Agreement shall grant neither
the Joint Venture nor any Partner any right in any such independent
venture or business or to the income and profits derived therefrom. 
Each Partner specifically acknowledges that the other Partner or an
Affiliate of the other Partner is the owner and operator of a
competing hotel casino adjacent to the Casino Property and to be
connected to the Casino Project and that this Agreement shall not
be deemed or construed to prevent, hinder or inhibit in any way the
present operation or future expansion of said properties.  

          (b)  Each Partner shall pay and discharge when due its
non-Joint Venture debts and obligations unrelated to the Joint
Venture and shall indemnify and save harmless the Joint Venture and
the other party from and against any and all claims, demands,
actions and expenses, including reasonable attorneys' fees,
incurred on account of or with respect to any such non-Joint
Venture debts or obligations.  

          (c)  As used in this Agreement, the term "Affiliate"
shall mean any other entity directly or indirectly controlling,
controlled by or under common control with that of any Partner.  

     1.11  Expenses of Partners.  Except as specifically provided
in this Agreement, including, without limitation, the provisions of
Section 2.9(d), no Partner shall be paid for services rendered to
the Joint Venture by such Partner.  However, each party shall be
entitled to reimbursement from the Joint Venture for the actual
out-of-pocket expenses reasonably incurred by such Partner in
furtherance of the Joint Venture's business to the extent such
expenses are contemplated by a budget approved by the Partners ,
upon the presentation of reasonable supporting documentation of the
amount and purpose of such expense.  

                                 Section 2

              PARTNERS' PERFORMANCE AND CAPITAL CONTRIBUTIONS

     2.1  Phase I Performance Requirements.  Upon execution of this
Agreement, the Partners shall commence the following activities on
behalf of the Joint Venture toward the development of the Project: 

          (a)  C shall undertake the necessary architectural,
engineering, design and construction drawings for the Casino
Project.  

          (b)  C shall undertake to provide committed CONSTRUCTION
FINANCING as defined in Paragraph 2.4.  

          (c) Utilizing the preliminary design provided by C, E
shall file and process all applications to obtain all necessary
governmental approvals and entitlements, not including building
permits, or approval of the Nevada gaming authorities, both of
which shall be obtained by the Joint Venture for the Casino
Project.  

          (d)  E, on behalf of the Joint Venture, will undertake
such negotiations as may be required to acquire that certain parcel
of property within the Casino Project site not currently owned by
E, commonly known as the Power Company Property.  Both Partners
shall pay one-half (1/2) of all costs, fees, expenses and purchase
price for the acquisition of the Power Company Property and take
title as tenants in common with each Partner holding an undivided
one-half (1/2) interest.  In the event that for any reason the
Casino Project does not proceed to Phase II as set forth below
within one (1) year from the date of this Agreement, E shall,
within one (1) year thereafter, purchase C's interest in the Power
Company Property at C's cost, plus interest at the prime rate of
Bank of America as adjusted from time to time.  In such event, E
shall indemnify and hold C harmless from all obligations under the
agreement for purchase of the Power Company Property.  

          (e)  E shall obtain all appropriate consents, including
consents required from the Cafferata Trust with respect to the
assignment of the Cafferata Lease and the leasehold estate created
thereby, as described in Paragraph 2.2, to the Joint Venture at E's
sole cost and expense.  

          (f)  E shall provide adequate assurances to C of the
availability of the Subordination Security as defined in the Trust
Agreement between EHALP and the Cafferata Trust at E's sole cost
and expense.  

          (g)  E shall provide assurance to C that upon conveyance
or assignment of the Casino Property, a CLTA Owner's Policy of
title insurance is committed to be issued by First American Title
Company of Nevada insuring title to the parcels vested in the Joint
Venture, except for the Cafferata parcel, as to which a CLTA
leasehold policy of title insurance shall be committed to be issued
in favor of the Joint Venture, showing title to the Casino Property
free and clear of all liens and encumbrances, except those set
forth as Exceptions 1 through 27, with all taxes and assessments
being paid current through the transfer date, 28, 34, 51 and 54 as
set forth on Schedule B to the Preliminary Title Report of First
American Title Company Report Order No. 170763MC, dated as of
October 4, 1993, at 7:30 a.m.  

     2.2  Phase II Capital Contributions.  After the formation of
the Joint Venture and the satisfaction or waiver of the conditions
set forth in Paragraph 2.3 below, the Partners shall make the
following initial CAPITAL CONTRIBUTIONS:  

          (a)  E shall convey, or shall cause to be conveyed fee
title to the parcels comprising the Casino Property (excluding the
Power Company Property and the Cafferata Parcel) to the Joint
Venture by Grant, Bargain and Sale Deed.  The parties acknowledge
that Lot 14 in Block B of Original Town, now City of Reno (the
"Cafferata Parcel"), is the subject of a ground lease entered into
by and between EHALP and Gladys A. Cafferata, as Trustee of the
Gladys A. Cafferata Trust U/T/A November 2, 1990 (the "Cafferata
Trust"), evidenced by a Lease Agreement, Memorandum of Lease and
Option to Purchase, Put Option to Purchase and Trust Agreement,
each dated as of the 1st day of October, 1992 (collectively, the
"Cafferata Lease").  E agrees to assign and convey all of its
right, title and interest in and to the Cafferata Lease and
leasehold estate to the Joint Venture.  E further covenants and
agrees that upon the exercise of the option to purchase in the
Cafferata Lease by the Joint Venture, E shall be responsible for
payment of the Purchase Price (as therein defined) at E's sole cost
and expense.  E shall also be responsible for the Subordination
Security as defined in the Trust Agreement by and between EHALP and
the Cafferata Trust, at E's sole cost and expense.  E shall cause
the Casino Property parcels to be deeded or assigned to the Joint
Venture free and clear of all liens and encumbrances, except as set
forth in Section 2.1.  Upon the conveyance or assignment of the
Casino Property parcels, E shall cause a CLTA Owner's Policy or
Policies of Title Insurance to be issued by First American Title
Company of Nevada, in the aggregate amount of Twenty-Five Million
Dollars ($25,000,000), insuring title to the parcels vested in the
Joint Venture in fee, except for the Cafferata Parcel as to which
a CLTA Leasehold Policy of Title Insurance shall be issued to the
Joint Venture, free and clear of all liens and encumbrances, except
as approved in writing by both Partners.  The premiums for the CLTA
policy(ies) shall be borne equally by the Partners.  All rental
payments and other monetary obligations (except for payment of the
Purchase Price for the Cafferata Parcel) under the Cafferata Lease
shall be paid by E pending assignment of the Cafferata Lease and
leasehold estate to the Joint Venture and thereafter shall be the
obligation of the Joint Venture, pending exercise of the option to
purchase by the Joint Venture.  Provided, however, that at the
request of the Managing Partner, all rental payments and other
monetary obligations necessary to maintain the Cafferata Lease in
effect following assignment to the Joint Venture shall be paid by
E and repaid by the Joint Venture as a loan from E under
Section 15.9, below.    

          (b)  C shall contribute the sum of $25,000,000 to the
Partnership in cash and/or technology, intellectual property or
equipment of a kind and of value, including holding costs, as set
forth in a written itemized schedule approved and signed by both
Partners, and C's Capital Account shall be credited accordingly.  

          (c)  The Partners shall transfer the Power Company
Property to the Joint Venture, and each party's Capital Account
shall be credited with one-half (1/2) the acquisition costs.  

          (d)  After taking into account all Capital Contributions
made by the Partners, each Partner shall contribute sufficient
additional cash to bring such Partner's capital contribution to
fifteen percent (15%) of the total Casino Project costs, including
land acquisition and preopening expenses which shall be in an
amount not to exceed  the final Project budget approved by both
Partners ("Final Budget"), thereby making the total aggregate
capital contributions of the Partners equal to thirty percent (30%)
of the Final Budget.  In making the contribution as provided in
this subparagraph, each Partner shall receive a credit for the
property or other assets contributed to the Venture by such Partner
as provided in Paragraph 2.2 (a), (b) and (c) above, and the
remainder of the required Capital Contribution shall be in cash. 
Any costs incurred or amounts paid by a Partner in carrying out its
Phase I responsibilities for the Project as provided in
Paragraph 2.1 shall be credited to that Partner's required cash
contribution under this Paragraph 2.2.  

          (e)  The Capital Contributions required under
Subparagraph 2.2(d) shall be made at the time required by the
provider of the Construction Financing if not C or CC, or if the
financing is provided by C or CC, in such amounts and at such time
as the Managing Partner reasonably determines necessary to coincide
with the funding of the construction, preopening expenses and
initial bankroll.  In no event shall either Partner have a duty to
make a cash Capital Contribution required by Paragraph 2.2(d) prior
to January 1, 1994.  Prior to January 1, 1994, amounts provided to
the Joint Venture shall be loans in accordance with the provisions
of Section 15.9 hereof and shall bear interest at a rate of  ten
percent (10%).  All such loans shall be repaid upon the payment of
the Capital Contributions as herein provided after January 1, 1994. 
No Partner shall have any obligation to provide any such loans to
the Partnership.  

          (f)  Nothwithstanding any other provision of this
Agreement of Joint Venture, if a Partner defaults in the Capital
Contributions required by this Paragraph 2.2, the nondefaulting
party shall have all remedies available in law and in equity.  

     2.3  Conditions to Capital Contributions.  The following are
conditions to be satisfied or waived prior to the requirement that
the Partners make the Capital Contributions set forth in
Paragraph 2.2 above:  

          (a)  All government approvals have been obtained to the
satisfaction of both Partners.  

          (b)  The Partners have agreed on  the Final Budget. 

          (c)  The Partners have agreed on the scope of the Casino
Project and the plans and specifications relating thereto.  

          (d)  The Construction Financing has been committed and is
available for the funding of the construction of the Casino
Project.

          (e)  The consent to the Assignment of the Cafferata Lease
in a form acceptable to the Partners is obtained.  

          (f)  If each of the above conditions has not been
satisfied or waived by July 31, 1994, the Joint Venture shall be
dissolved pursuant to Section 13.  

     2.4  Construction Financing.  Construction Financing is the
financing required for the development, construction and completion
of the Casino Project as provided herein.  The terms of the
Construction Financing must be approved by both Partners; provided,
however, that if such Construction Financing is provided by C or
CC, the Construction Financing will be deemed approved if it is on
terms and conditions required herein and carries an interest rate
of ten percent (10%) and a payment schedule, including principal
and interest, based on a twenty (20) year amortization and all due
and payable in ten (10) years.  CC guarantees to E and EHALP the
obligation of C to obtain the Construction Financing.  EHALP shall
not be required to be a signator to nor guarantor of the
Construction Financing.  The Construction Financing, together with
the aggregate of all Capital Contributions of the Partners, shall
be sufficient to pay when due the real estate taxes, assessments
and insurance premiums on the Casino Property during the period
prior to opening of the Casino, all architectural, engineering and
design expenses to the extent not contributed by a Partner, legal
and accounting expenses (not including organizational fees),
demolition, excavation and construction costs, and furniture,
fixtures and equipment in order to complete the Casino Project in
the amount of the Final Budget.  C and CC shall be obligated to
provide adequate funds or additional Construction Financing to
cover any and all cost over-runs, extras or additions in excess of
the Final Budget arising during the course of construction unless
caused in whole or in part by E or E's delay or failure in
performance of E's obligations in connection with the Casino
Project.  Any such additions, changes, extras or over-runs shall be
subject to the approval of both Partners.  To the extent that such
financing is required, if CC is required to guarantee such excess
financing, EHALP agrees to also guarantee such excess financing. 
The aggregate amount of all Construction Financing, including the
financing of cost over-runs, will be in the form of a recourse note
against the Partners and may be secured by a Deed of Trust and/or
other security interest in the real and personal property of the
Joint Venture, including, without limitation, the Casino Property;
provided, however, if the Construction Financing is provided by C
or CC, then the note and deed of trust securing the obligation to
C or CC shall provide a one-year right to cure before filing a
Notice of Default and Election to Sell or before other foreclosure
or Trustee sale proceedings on such deed of trust may be
instituted.  There shall be no additional Capital Contributions,
other than those required by Paragraph 2.2(d), required until
construction is complete.  Either Partner may at any time arrange
for third party financing on commercially reasonable terms for the
Casino Project; provided, however, that neither CC nor EHALP shall
be obligated to provide a personal guarantee for such third party
financing.  In the event that it is necessary for C to guarantee
such third party financing and EHALP does not guarantee it, then C
shall be entitled to receive an annual guarantee fee in the amount
of two percent (2%) of the average outstanding principal balance of
such third party financing.   

     2.5  Revolving Credit Line.  Prior to the opening of the
Casino Project, C and CC shall arrange or provide a Revolving
Credit Line for the business of the Joint Venture in the minimum
amount of $10,000,000.  If the Revolving Credit Line is provided by
C or CC, interest shall be charged at the rate of ten percent (10%)
per annum on outstanding principal amounts.  This revolving credit
line shall be maintained as long as C is the Managing Partner. 
EHALP shall not be required to be a signator to or guarantor of the
Revolving Credit Line.  

     2.6  Additional Capital Contributions.  

          (a)  Additional Capital Contributions may be called for
by the Managing Partner by written demand upon the Partners from
time to time solely for the purpose of defraying an annual net loss
not including depreciation and amortization expenses of the Casino
Project after opening and only after full utilization of the
Revolving Credit Line to fund working capital requirements because
of such losses.  Such Additional Capital Contributions shall be
payable in proportion to the Percentage Interests of the Partners. 
Each Partner shall contribute its respective share of such
subsequent capital calls within fifteen (15) days of receipt of
notice if the entire amount (including both Partners' shares) of
the capital call is less than or equal to $1,000,000.00; within
thirty (30) days if such amount exceeds $1,000,000.00 but is less
than or equal to $2,000,000.00; within sixty (60) days if such
amount exceeds $2,000,000.00 but is less than or equal to
$3,000,000.00; and within 120 days if such amount of the capital
call is greater than $3,000,000.00.  In the event that such annual
net losses exceed a total amount of $10,000,000, then both parties
agree to use their best efforts in order to obtain additional
financing within 120 days for such excess operating losses.  The
terms of such financing shall be subject to the approval of both
Partners.  If the Partners are unable to obtain financing for such
excess operating losses, then the Managing Partner may require an
Additional Capital Contribution to be paid by each Partner in
proportion to the Percentage Interests.    

     2.7  Failure to Make Additional Capital Contributions.  The
Partners' obligation to make Additional Capital Contributions shall
be a personal obligation of each Partner and shall be enforceable
by this Joint Venture and each of its Partners, but shall not be
enforceable by any third party creditor of the Joint Venture or any
other person.  If either Partner fails to make an Additional
Capital Contribution when due under this Agreement (the "Defaulting
Partner"),  the Non-Defaulting Partner shall have the following
remedies:

          (a)  Immediately upon a default by a Partner under this
Section, the Non-Defaulting Partner shall have the right (but not
the obligation) to do any one of the following:

               (i)  contribute, as a capital contribution of the
Defaulting Partner and as a loan to the Defaulting Partner, the
amount of the Additional Capital Contribution in default, and all
such amounts shall be considered loans to the Defaulting Partner
from such Non-Defaulting Partner.  The unpaid principal balance of
the loan shall bear interest from the date of the advance at the
Default Rate.  Interest shall be accumulated daily and compounded
on an annual basis.  The loan, with interest, shall be repaid by
the Defaulting Partner from its cash distributions pursuant to this
Agreement, or, if the provisions of Section 12.4 become applicable,
the loan shall be repaid out of proceeds received pursuant thereto.

               (ii) loan the entire amount of the Additional
Capital Contribution to the Joint Venture, such loan to bear
interest from the date of advance until repaid at the Default Rate. 
Interest on any such  loan shall be accumulated daily and
compounded on an annual basis.  Interest and principal on such loan
shall be paid in accordance with Section 4.1.  

          (b)  If the Non-Defaulting Partner has elected the remedy
described in subparagraph 2.7(a)(i) above, and the loan is not
repaid to the Non-Defaulting Partner within two (2) years of the
date of the loan advance or if a Partner is in default at any time
on two (2) Additional Capital Contributions which remain unpaid or
uncured as provided herein, then, and only then, may the Non-
Defaulting Partner elect to purchase the Defaulting Partner's
interest in the Joint Venture pursuant to and in accordance with
the terms of Section 12.4.  

          (c)  For purposes of this Agreement, the "Default Rate"
of interest shall be the greater of ten percent (10%) or two (2)
percentage points added to the "prime" interest rate of the Bank of
America, as announced from time to time.

     2.8   Capital Accounts.  An individual Capital Account shall
be established and maintained for each Partner.  The Capital
Account of each Partner shall be equal to the aggregate amount of
cash contributed by such Partner to the Joint Venture, increased by
(i) the fair market value of property contributed by such Partner
to the Joint Venture (other than a promissory note by such Partner
who is the maker of such note), net of liabilities secured by such
property that the Joint Venture assumes or takes the property
subject to, (ii) the amount of any Joint Venture liabilities
assumed by such Partner other than liabilities secured by property
distributed to such Partner, (iii) such Partner's distributive
share of Profits of the Joint Venture and (iv) any items in the
nature of income and gain which are excluded from the definitions
of Profits and Losses and allocated to such Partner, and reduced by
(i) such Partner's distributive share of Losses, (ii) the amount of
any distributions of cash to such Partner, (iii) the amount of
liabilities of such Partner assumed by the Joint Venture, other
than liabilities secured by property contributed by such Partner,
(iv) the fair market value of property (net of liabilities assumed
by such Partner and liabilities to which such distributed property
is subject) distributed to such Partner, and (v) any items in the
nature of deductions or losses which are excluded from the
definitions of Profits and Losses and allocated to such Partner. 
Upon a distribution of property, other than one described in
Section 3.7(a) hereof, the Capital Account of each Partner shall be
adjusted as provided in Regulations of the Internal Revenue Code of
1986, as amended ("Code") Section 1.704-1(b) (2) (iv) (e).  In the
event the Gross Asset Values of Joint Venture assets are adjusted
pursuant to Section 3.7(a) hereof, the Capital Account of each
Partner shall be adjusted simultaneously to reflect the aggregate
net adjustment as if the Joint Venture recognized gain or loss
equal to the amount of such aggregate net adjustment.  The
foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to
comply with Regulations Sections 1.704-1(b) and 1.704-2 and shall
be interpreted and applied in a manner consistent with such
Regulations.   

     2.9  Other Matters.  

          (a)  Except as otherwise provided in this Agreement, no
Partner shall demand or receive a return of his Capital
Contributions or withdraw from the Joint Venture without the
consent of all Partners.  Under circumstances requiring a return of
any Capital Contributions, no Partner shall have the right to
receive property other than cash except as may be specifically
provided herein.

          (b)  No Partner shall receive any interest, salary, or
draws with respect to its Capital Contributions or  its Capital
Account or for services rendered on behalf of the Joint Venture or
otherwise in its capacity as Partner, except as otherwise provided
in this Agreement.  

          (c)  Except as provided in Section 10, no Person shall be
admitted to the Joint Venture as a Partner without the unanimous
consent of the Partners.

          (d)  The Managing Partner, on behalf of the Joint
Venture, may contract with an Affiliate of the Managing Partner for
the provision of accounting, bookkeeping, computer services and
management information and similar central office services at a
cost not to exceed the reasonable direct costs incurred by such
Affiliate in providing such services.  

                                Section 3 

                               ALLOCATIONS 

     3.1  Profits and Losses.  "Profits" and "Losses" means, for
each fiscal year or other period, an amount equal to the Joint
Venture's taxable income or loss for such year or period,
determined in accordance with Section 703(a) of the Code (for this
purpose, all items of income, gain, loss, or deduction required to
be stated separately pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss), with the following
adjustments:  

          (a)  Any income of the Joint Venture that is exempt from
federal income tax and not otherwise taken into account in
computing Profits or Losses pursuant to this Agreement shall be
added to such taxable income or loss.    

          (b)  Any expenditures of the Joint Venture described in
Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(l)
("Section 705(a)(2)(B) Expenditure"), and not otherwise taken into
account in computing Profits or Losses pursuant to this  Agreement,
shall be subtracted from such taxable income or loss.  

          (c)  In the event the Gross Asset Value of any Joint
Venture asset is adjusted pursuant to this Agreement, the amount of
such adjustment shall be taken into account as gain or loss from
the disposition of such asset for purposes of computing Profits or
Losses.  

          (d)  Gain or loss resulting from any disposition of Joint
Venture Property with respect to which gain or loss is recognized
for federal income tax purposes shall be computed by reference to
the Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its Gross
Asset Value.  

          (e)  In lieu of the depreciation, amortization, and other
cost recovery deductions taken into account in computing such
taxable income or loss, there shall be taken into account
depreciation for such fiscal year or other period.  

          (f)  Notwithstanding any other provisions of this Section
(other than Sections 3.4(a) and 3.4(b)), any items which are
specially allocated pursuant to Sections 3.4 and 3.5 hereof shall
not be taken into account in computing Profits and Losses.  

     3.2  Profits.  

          (a)  Except as provided in Sections 3.2(b) hereof, the
allocation of Profits among the Partners for any fiscal year shall
be determined in the following manner:  (1) The net operating
income of the Joint Venture for financial reporting purposes
(determined in accordance with generally accepted accounting
principles) for such fiscal year, exclusive of interest expense,
shall be credited to C, up to the amount of its Priority Allocation
for such fiscal year, any balance shall be credited to E, up to the
amount of C's Priority Allocation with respect to such fiscal year,
and any remaining balance shall be credited to the Partners in
proportion to their Percentage Interests; (ii) Interest expense of
the Joint Venture (determined in accordance with generally accepted
accounting principles) for such fiscal year shall be charged to the
Partners in proportion to their Percentage Interests; and (iii) The
difference (whether positive or negative) between (A) net operating
income of the Joint Venture for financial reporting purposes
(determined in accordance with generally accepted accounting
principles) for such fiscal year, less the amount of interest
expense of the Joint Venture (determined in accordance with
generally accepted accounting principles) for such fiscal year and
(B) Profits of the Joint Venture for such fiscal year shall be
credited or charged to the Partners, as the case may be, in
proportion to their Percentage Interests.  Each Partner shall then
be allocated Profits for such fiscal year in an amount equal to the
net amount credited to such Partner pursuant to the preceding
sentence; provided, however, that in the event the computation
pursuant to the preceding sentence would result in a Partner being
charged a loss, such Partner shall be allocated zero Profits for
such fiscal year and the other Partner shall be allocated all of
the Profits of the Joint Venture for such fiscal year.  

          (b)  Profits attributable to the sale, exchange or other
disposition of all or substantially all of the assets of the Joint
Venture shall be allocated among the Partners as follows:  (i)
First, if the Capital Accounts of the Partners are unequal (after
reducing each Partner's Capital Account for any undistributed Net
Cash From Operations distributable to such Partner pursuant to
Section 4.1 hereof and after adjusting each Partner's Capital
Account for any Profits or Losses of the Joint Venture for such
fiscal year allocated to such Partner pursuant to Section 3.2(a) or
3.3(a) hereof, such Profits shall be allocated to the Partner with
the smaller Capital Account (determined after the foregoing
adjustments) until each Partner's Capital Account (as adjusted) is
equal, and (ii) Second, the balance of any such Profits shall be
allocated among the Partners in proportion to their Percentage
Interests.  

     3.3  Losses. 

          (a)  Except as provided in Section 3.3(b) hereof, Losses
for any fiscal year shall be allocated among the Partners in
proportion to their Percentage Interests.  

          (b)  Losses attributable to the sale, exchange or other
disposition of all or substantially all of the assets of the Joint
Venture shall be allocated among the Partners as follows: 
(i) First, if the Capital Accounts of the Partners are unequal
(after reducing each Partner's Capital Account for any
undistributed Net Cash From Operations distributable to such
Partner pursuant to Section 4.1 hereof and after adjusting each
Partner's Capital Account for any Profits or Losses of the Joint
Venture for such fiscal year allocated to such Partner pursuant to
Section 3.2(a) or 3.3(a) hereof), such Losses shall be allocated to
the Partner with the larger Capital Account (determined after the
foregoing adjustments) until each Partner's Capital Account (as
adjusted) is equal, and (ii) Second, the balance of any such Losses
shall be allocated among the Partners in proportion to their
Percentage Interests.  

     3.4  Special Allocations.  The following special allocations
shall be made in the following order:

          (a)  Minimum Gain Chargeback.  Except as otherwise
provided in Section 1.704-2(f) of the Income Tax Regulations
promulgated under the Code, as amended from time to time,
("Regulations") notwithstanding any other provision of this
Agreement, if there is a net decrease in Joint Venture Minimum Gain
during any Joint Venture fiscal year, each Partner shall be
specially allocated items of Joint Venture income and gain for such
fiscal year (and, if necessary, subsequent fiscal years) in an
amount equal to such Partner's share of the net decrease in Joint
Venture Minimum Gain, determined in accordance with Regulations
Section 1.704-2(g).  Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to
be allocated to each Partner pursuant thereto.  The items to be so
allocated shall be determined in accordance with Sections
1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations.  This Section
3.4(a) is intended to comply with the minimum gain chargeback
requirement in Section 1.704-1(f) of the Regulations and shall be
interpreted consistently therewith.  

          (b)  Partner Nonrecourse Debt.  Any item of Joint Venture
loss, deduction or Section 705(a)(2)(B) Expenditure that is
attributable to Partner Nonrecourse Debt shall be allocated to the
Partner or Partners that bear the economic risk of loss with
respect to such Partner Nonrecourse Debt in accordance with
Regulations Section 1.704-2(i).  Notwithstanding any other
provisions of this Agreement except Section 3.4(a) hereof, if there
is a net decrease during any fiscal year in the minimum gain
attributable to a Partner Nonrecourse Debt (within the meaning of
Regulations Section 1.704-2(i)(3)), then any Partner with a share
of the minimum gain attributable to such Partner Nonrecourse Debt
at the beginning of such fiscal year shall be allocated items of
Joint Venture income and gain for such fiscal year (and, if
necessary, for subsequent fiscal years) equal to such Partner's
share of the net decrease in Partner Nonrecourse Debt Minimum Gain
as provided in Regulations Section 1.704-2(i)(4).  

          (c)  Code Section 754 Adjustment.  To the extent an
adjustment to the adjusted tax basis of any Joint Venture asset
pursuant to Code Section 734(b) or Code Section 743(b) is required,
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regula-
tions Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
determining Capital Accounts as the result of a distribution to a
Partner in complete liquidation of his interest in the Joint
Venture, the amount of such adjustment to the Capital Accounts
shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases such
basis) and such gain or loss shall be specially allocated to the
Partners in accordance with their interests in the Joint Venture in
the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or
to the Partners to whom such distribution was made in the event
Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

          (d)  Allocations Relating to Taxable Issuance of Joint
Venture Interests.  Any income, gain, loss or deduction realized as
a direct or indirect result of the issuance of an interest in the
Joint Venture to a Partner (the "Issuance Items") shall be
allocated among the Partners so that, to the extent possible, the
net amount of such Issuance Items, together with all other
allocations under this Agreement to each Partner, shall be equal to
the net amount that would have been allocated to each such Partner
if the Issuance Items had not been realized.  

          (e)  Limitations on Allocation of Losses.  Notwith-
standing the provisions of this Section 3, in no event shall any
allocation of Losses (or any other loss, deduction or
Section 705(a)(2)(B) Expenditure) to any Partner cause such Partner
to have or increase a deficit balance in its Capital Account.  

          (f)  Qualified Income Offset.  If a Partner receives an
adjustment, allocation or distribution described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which creates or
increases a deficit balance (taking into account distributions,
other than distributions in liquidation of the Joint Venture,
reasonably expected to be made) in the Partner's Capital Account
(as provided in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6)), the Managing Partner shall allocate items of income or gain
(as those terms are used in Regulations Section 1.704-
1(b)(2)(ii)(d)) to Such Partner in an amount and manner to
eliminate the Partner's Capital Account deficit attributable to
such adjustment, allocation or distribution as quickly as possible. 

          (g)  Capital Account Deficits.  For purposes of Sections
3.4(a), 3.4(b), 3.4(e) and 3.4(f) hereof, there shall be excluded
from any deficit in a Partner's Capital Account any amount such
Partner is obligated to restore to its Capital Account under
Regulations Section 1.704-1(b)(2)(ii)(c), as well as any addition
thereto pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account
thereunder any changes during such fiscal year in Minimum Gain and
Partner Nonrecourse Debt Minimum Gain.  

          (h)  Capital Account Adjustment.  For purposes of
Sections 3.4(a), 3.4(b) and 3.4(e) hereof, each Partner's Capital
Account shall be reduced by the items described in Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).  

          (i)  Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:  

               (i)  "Depreciation" means, for each fiscal year or
     other period, an amount equal to the depreciation,
     amortization or other cost recovery deduction allowable with
     respect to an asset for such year or other period, except that
     if the Gross Asset Value of an asset differs from its adjusted
     basis for federal income tax purposes at the beginning of such
     year or other period, Depreciation shall be an amount which
     bears the same ratio to such beginning Gross Asset Value as
     the federal income tax depreciation, amortization or other
     cost recovery deduction for such year or other period bears to
     such beginning adjusted tax basis.  

               (ii)  "Gross Asset Value" means, with respect to any
     asset, the asset's adjusted basis for federal income tax
     purposes, except as follows:  (i) the initial Gross Asset
     Value of any asset contributed by a Partner to the Joint
     Venture shall be the gross fair market value of such asset, as
     determined by the Partners; and (ii) the Gross Asset Value of
     all assets whose Gross Asset Value has been adjusted pursuant
     to Section 3.7(a) hereof shall be adjusted pursuant to the
     last sentence of Section 3.7(a) hereof.  

               (iii)  "Minimum Gain" means the sum of the
     separately computed amount of gain, if any, that would be
     realized by the Company if, with respect to each nonrecourse
     liability of the Company, the Company disposed of the property
     subject to such nonrecourse liability for no other
     consideration than full satisfaction of such liability in
     accordance with Regulations Section 1.704-2(d).  For this
     purpose, the term "nonrecourse liability" shall have the
     meaning set forth in Regulations Section 1.752-1(a)(2).  

               (iv)  "Partner Nonrecourse Debt" means any Joint
     Venture liability to the extent the liability is nonrecourse
     for purposes of Regulations Section 1.1001-2, and a Partner
     (or a related person within the meaning of Regulations
     Section 1.752-4(b)) bears the economic risk of loss (within
     the meaning of Regulations Section 1.752-2).  

               (v)  "Partner Nonrecourse Debt Minimum Gain" means
     Minimum Gain attributable to Partner Nonrecourse Debt.  

     3.5  Curative Allocations.  The allocations set forth in
Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) hereof (the "Regulatory
Allocations") are intended to comply with certain requirements of
the Regulations.  It is the intent of the Partners that, to the
extent possible, all Regulatory Allocations shall be offset either
with other Regulatory Allocations or with special allocations of
other items of Joint Venture income, gain, loss, or deduction
pursuant to this Section 3.5.  Therefore, notwithstanding any other
provision of this Agreement (other than the Regulatory
Allocations), the Managing Partner shall make such offsetting
special allocations of Joint Venture income, gain, loss or
deduction in whatever manner it determines appropriate so that,
after such offsetting allocations are made, each Partner's Capital
Account balance is, to the extent possible, equal to the Capital
Account balance such Partner would have had if the Regulatory
Allocations were not part of the Agreement and all Joint Venture
items were allocated pursuant to Sections 3.2 and 3.3 hereof.  In
exercising his discretion under this Section 3.5, the Managing
Partner shall take into account future Regulatory Allocations under
Section 3.4 that, although not yet made, are likely to offset other
Regulatory Allocations previously made under Section 3.4.  

     3.6  Code Section 704(c) Allocations.  

               (a)  Solely for federal income tax purposes and not
with respect to determining any partner's capital account,
distributive share of profits or losses, distributions or other
items, a partner's distributive share of income, gain, loss, or
deduction with respect to any property (other than money)
contributed to the Joint Venture shall be determined in accordance
with Code Section 704(c) and Regulations thereunder.  

               (b)  For purposes of allocation of income, gain,
loss, or deduction under Code Section 704(c), the Joint Venture
adopts the "traditional method with curative allocations" as
identified in Proposed Regulation 1.704-3(c).  If this Proposed
Regulation is modified or changed when issued in final form, the
Managing Partner shall select the method which most closely
resembles the traditional method with curative allocations.  

               (c)  In the event the Gross Asset Value of any Joint
Venture property is adjusted (other than for Depreciation)
subsequent allocations of income, gain, loss and deduction with
respect to such property shall take account of any variation
between the adjusted basis of such property and its Gross Asset
Value in the same manner as under Section 704(c) and the
Regulations thereunder.  Any elections or other decisions relating
to such allocation shall be made in a manner that reasonably
reflects the purpose and intention of this Agreement.  

     3.7  Other Allocation Rules.  

          (a)  The Gross Asset Values of all Joint Venture assets
may be adjusted by the Managing Partner in accordance with
Regulations Section 1.704-1(b)(2)(iv) to equal their respective
gross fair market values as reasonably determined by the Managing
Partner as of the following times:  (i) the acquisition of an
additional interest in the Joint Venture by any new or existing
Partner in exchange for more than a de minimis capital
contribution; (ii) the distribution by the Joint Venture to a
retiring or continuing Partner as consideration for an interest in
the Joint Venture of more than a de minimis amount of money or
other Joint Venture property; and (iii) the liquidation of the
Joint Venture.  In such event, if the Gross Asset Value of an asset
does not equal its adjusted basis for federal income tax purposes,
such Gross Asset Value shall thereafter be adjusted by the
Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses.  

          (b)  The Partners are aware of the income tax
consequences of the allocations made by this Section 3 and agree to
be bound by the provisions of this Section 3 in reporting their
shares of Joint Venture income and loss for income tax purposes.

          (c)  For purposes of determining the Profits, Losses, or
any other items allocable to any period, Profits, Losses, and any
such other items shall be determined on a daily, monthly, or other
basis, as determined by the Managing Partner using any permissible
method under Code Section 706 and the Regulations thereunder.

     3.8  Priority Allocation of Operating Income.  

          (a)  For so long as E selects the General Manager of the
Casino Project, as provided in Section 5.10, C shall be entitled to
a priority allocation of operating income, as determined in
accordance with this Section3.8, equal to fifteen percent (15%) of
the Initial Investment (as defined below) in the Casino Project,
adjusted each year for depreciation and repayment of principal on
the Construction Financing.  C's right to this Priority Allocation
is non-cumulative and shall commence on an annual basis after the
first full year of operation of the Casino Project.  The Priority
Allocation shall be calculated as follows:  

               The "Initial Investment" shall be equal to the total
Project cost, excluding only preopening expenses and initial
bankroll, but shall not exceed $290,000,000.  The Initial
Investment shall be adjusted at the end of each year by subtracting
(i) the depreciation on the Initial Investment taken in such year
(in accordance with the depreciation schedule agreed to by the
Partners in the initial year) and (ii) the principal payments made
in repayment of any Construction Financing.  The average of the
Initial Investment at the beginning of each year and the Initial
Investment at the end of each year (the "Average Investment") shall
be multiplied by fifteen percent (15%) which sum shall be divided
by sixty-five percent (65%).  The resulting number multiplied by
the Percentage Interest of C shall be the amount of C's Priority
Allocation.  If, in any year, the Casino Project generates
insufficient operating income to allocate C its full Priority
Allocation, C shall be entitled to such allocation only to the
extent the operating income is available, and the Priority
Allocation shall not be cumulative.  

               If, however, the Casino Project reports sufficient
operating income to allocate C all or a portion of its Priority
Allocation, but sufficient cash is unavailable (i.e., not on hand)
to distribute to C its Priority Allocation, C shall be entitled to
receive the next cash available for distribution to satisfy the
Priority Allocation which has been allocated to it.  

          (b)  For purposes of the above calculation, the purchase
of new assets shall not be considered.  Prior to the purchase of
income producing assets, the parties shall negotiate in good faith
to adjust net income to take into account the net income produced
from such assets.

          (c)  This Priority Allocation set forth in subparagraph
(a) above shall be distributed to C to the extent available as
provided in Section 4.1.  

                                 Section 4

                               DISTRIBUTIONS

     4.1  Net Cash From Operations.  The term "Net Cash From
Operations" shall mean the gross cash proceeds from all Joint
Venture operations, less the following amounts agreed to by the
Partners as set forth in the operating and capital budgets for the
businesses of the Joint Venture:  (i)  Cash operating expenses and
payments of other expenses and obligations of the Joint Venture,
including interest and scheduled principal payments on Venture
indebtedness, including the Construction Financing, not including
cost overruns, and the Revolving Credit Line  (in accordance with
commercial business practices), other than indebtedness owed to
Partners or Affiliates as set forth below, and not including
depreciation expense; and  (ii)  Such reasonable reserves as the
Partners deem necessary in good faith and in the best interests of
the Joint Venture to meet anticipated future obligations and
liabilities of the Joint Venture.  Net Cash From Operations shall
be subject to the annual audit of the Joint Venture.  The Net Cash
From Operations with respect to each fiscal year shall be
distributed not later than the forty-fifth (45th) day after the end
of each fiscal quarter as follows:  

          (a)  At the end of the first year of operation only, to
each Partner, an amount  equal to (or in proportion if less than)
such partner's Tax Liability (as determined pursuant to Section 4.2
hereof) with respect to such fiscal year.  

          (b)  Payment of interest on all loans to the Joint
Venture from Partners and Affiliates, including, without
limitation,  loans to the Joint Venture made as a result of a
Defaulting Partner pursuant to Section 2.7(a)(ii).  

          (c)  Payment of principal on any loan(s), except the
Construction Financing, made by a Partner or an Affiliate to the
Joint Venture, including a loan made by a Non-Defaulting Partner
made to the Joint Venture pursuant to Section 2.7(a)(ii).  

          (d)  Payment of interest and principal on any loan(s) a
Non-Defaulting Partner made on behalf of a Defaulting Partner
pursuant to Section 2.7(a)(i) as a distribution to the Defaulting
Partner, plus an additional distribution to the Non-Defaulting
Partner in an equal amount.  

          (e)  If C or CC provides the Construction Financing, to
the payment of the construction cost overruns in the amount that
the total Construction Financing Loan exceeds seventy percent (70%)
the Final Budget.  

          (f)  At the end of the first year of operation only, the
entire balance shall be paid toward the principal of the
Construction Financing, not including cost overruns.  The amount of
such payment shall reduce the Initial Investment for the purpose of
calculating the Priority Allocation as provided in Paragraph 3.8. 

          (g)  To the extent earned and available, an amount to C
up to the amount of the Priority Allocation defined in Section 3.8
with respect to such fiscal year.  Any shortfall in  the Priority
Allocation shall not be cumulative from year to year.  

          (h)  To the extent earned and available, an amount to E
up to the amount distributed to C under Subparagraph (g) from year
to year, above, with respect to such fiscal year.  Any shortfall in
this distribution shall not be cumulative.  

          (i)  After the first year of operation, to each Partner,
an amount equal to (or in proportion if less than) such Partner's
Tax Liability (as determined pursuant to Section 4.2 hereof) with
respect to such fiscal year.  In the event that for such fiscal
year there is not adequate cash available to distribute to E an
amount equal to E's Tax Liability for such fiscal year, CC agrees
to loan such amount to E, to be repaid, plus interest at the prime
rate of Bank of America, from time to time, from future
distributions to E.  

          (j)  The entire balance, unless otherwise agreed by the
Partners, shall be applied to the payment of the Construction
Financing if provided by C or CC until said loan is paid in full or
refinanced; provided, however, in the event that such Construction
Financing is not repaid in full within five (5) years after the
commencement of operation of the Project, then the outstanding
principal balance shall be refinanced on a commercially reasonable
basis so as to allow the maximum distribution to the Partners in
accordance with their Percentage Interests.

          (k)  After satisfaction of the above obligations, any 
remaining balance of the Net Cash From Operations shall be
distributed to the Partners in  proportion to their Percentage
Interests.

     4.2  Tax Liability.  A Partner's "Tax Liability" for any
fiscal year shall be an amount equal to the Profits of the Joint
Venture allocated to such Partner with respect to such fiscal year
multiplied by a percentage (initially, 39.6%) equal to the greater
of the maximum marginal federal income tax rate applicable to
individuals for such fiscal year or the maximum marginal federal
income tax rate applicable to corporations for such fiscal year.  

                                 Section 5

                                MANAGEMENT

     5.1  Day-to-Day Management by Managing Partner.  C shall be
and hereby is appointed the Managing Partner for the Joint Venture
and is hereby charged with and C hereby agrees to assume the
responsibility and authority for the prudent day-to-day management
of the business affairs of the Joint Venture, except as otherwise
designated to the General Manager in accordance herewith.    

     Subject to the limitations and restrictions set forth in this
Agreement and the Annual Business Plan, the Managing Partner may
exercise the following specific rights and powers without any
further consent of the other Partners being required:  

          (a)  Oversee and manage the day-to-day operations of the
Casino Project and other Joint Venture business.  

          (b)  Direct and oversee the legal, architectural,
engineering, construction and other work necessary for the
development, construction, completion, opening,care and improvement
of the Casino Project and the Casino Property and other Joint
Venture business.  

          (c)  Prepare budgets and appropriate development
schedules for the development, construction, opening, repair,
improvement and operation of the Casino Project and Casino
Property.  

          (d)  Negotiate with and enter into contracts for the
development, construction, completion, opening, care and
improvement of the Casino Project and to supervise all such work. 

          (e)  Implement decisions made by both of the Partners.  

          (f)  Utilize due diligence to operate, on behalf of and
for the sole benefit of Joint Venture, a hotel, casino, and
entertainment complex as contemplated by the description of the
Casino Project and such other business and activities which are
customary and usual in connection with such operation;  

          (g)  Care for and distribute Joint Venture funds in
accordance with the provisions of this Agreement.  

          (h)  Contract on behalf of the Joint Venture for the
services of independent contractors such as lawyers and
accountants.  

          (i)  Establish, maintain and supervise the deposit of
monies or securities of the Joint Venture with federally insured
banking institutions or other banking institutions as may be
selected by the Managing Partner.  The Managing Partner is
authorized to sign on behalf of the Joint Venture on all accounts
with such banking institutions.  

          (j)  After consultation with the Executive Committee,
prepare and submit the Annual Business Plan for review and approval
of the Executive Committee as provided herein.  

          (k)  Acquire by purchase, lease, or otherwise such
personal property which may be necessary, convenient, or incidental
to the accomplishment of the purposes of the Joint Venture
consistent with the Annual Business Plan;

          (l)  Execute any and all agreements, contracts,
documents, certifications, and instruments necessary or convenient
in connection with the management, maintenance, and operation of
the Casino Project, or in connection with managing the affairs of
the Joint Venture, including, without limitation, adequate
insurance as provided in the Annual Business Plan.  

     5.2  Annual Business Plan.  No later than forty-five (45) days
prior to the end of the then current Fiscal Year, after
consultation with the Executive Committee, the Managing Partner and
the General Manager shall prepare a business plan (the "Annual
Business Plan") for the next Fiscal Year.  The Annual Business Plan
shall be subject to the review and approval of the Executive
Committee.  After approval of the Business Plan, there shall be no
material changes in the Annual Business Plan without the approval
of the Executive Committee.  The Annual Business Plan shall
include, but not be limited to, the following:

          (a)  A narrative description of any activities proposed
to be undertaken including the physical development of the Casino
Project;

          (b)  A projected annual income statement (accrual basis)
on a monthly basis for upcoming Fiscal Year and subsequent Fiscal
Year;

          (c)  A projected balance sheet as of the end of the
upcoming Fiscal Year and subsequent Fiscal Year;

          (d)  A capital budget and an operating budget for the
Casino Project by department, including the establishment and
amount of working capital, capital improvement, and contingency
reserves;

          (e)  A schedule of projected operating cash flow,
including itemized operating revenues, Casino Project costs,
expenses, a schedule of projected operating deficits and capital
calls for Additional Capital Contributions, if any;

          (f)  A marketing plan indicating the nature, type and
timing of advertising, public relations, complementaries, and
promotions (e.g. print,television, food/beverage, billboard,
signage, and other media), contemplated distribution and amounts
payable to contractors;

          (g)  An operating plan, including executive and other key
employee and department staffing needs;  

          (h)  An entertainment plan and budget;  

          (i)  Proposed personal property acquisitions;  

          (j)  Anticipated insurance needs of the Joint Venture,
including comprehensive, general liability, casualty, fire and
extended coverage, workers' compensation, fidelity insurance
protecting against employee loss or theft and business interruption
insurance in an amount agreed to by all Partners, together with
assurance that each Partner is named as an additional insured on
the Joint Venture insurance policies.  

     5.3    Restrictions on the Partners.  The following shall
require the unanimous approval of all Partners:  

          (a)  The admission of an additional Partner;  

          (b)  The purchase of additional real property;  

          (c)  Any other transaction which is unrelated to the
purposes of the Joint Venture;  

          (d)  Except as otherwise provided herein, incurring any
indebtedness that encumbers the real property of the Casino
Project;  

          (e)  Sales or other dispositions of all or substantially
all of the assets of the Joint Venture;  

          (f)  Capital improvements in the aggregate in excess of
$250,000, not included in the approved Annual Business Plan ;  

          (g)  Refinancing of the Construction Financing;

          (h)  Any obligation, contract, agreement, or commitment
of any type whatsoever with a Partner or an Affiliate of a Partner,
other than those specifically described in this Agreement;  

          (i)  Except as provided in Section 10, the sale,
assignment, pledge, mortgage, encumbrance or disposal of all or any
portion of such Partner's interest in the Venture.  Except as
specifically provided herein, nothing herein shall prohibit or
limit a Partner's right to assign or pledge its proceeds from the
Joint Venture;  

          (j)  The assignment, pledge or transfer of any debt in
excess of $250,000 due the Venture or the release of any such debt,
except on payment in full, other than in the ordinary course of the
business of the Venture;  

          (k)  The compromise of any claim due to the Venture in
excess of $250,000 or submission to arbitration of any dispute or
controversy involving the Venture, other than in the ordinary
course of the business of the Venture;  

          (l)  The Managing Partner shall select the Project
Controller subject to the approval of the other Partner, which
approval shall not be unreasonably withheld;

          (m)  Transfer or conveyance of any of the Casino Property
or the grant of easements or other property rights relating to the
Casino Property;  

          (n)  Cancellation of any insurance as set forth in the
approved Annual Business Plan.  

     5.4  Replacement of Managing Partner.  

          (a)  Except as provided herein, the Managing Partner may
only be changed by the unanimous agreement of all Partners.  If the
actual net operating results of the business of the Joint Venture
for any four (4) consecutive quarters are less than eighty percent
(80%) of the projected amount as set forth in the approved Annual
Business Plan, after appropriate adjustments for factors affecting
similar business in the vicinity of the Project, then the other
Partner may require the Managing Partner to resign.  Provided,
however, that as long as E appoints the General Manager, E shall
not be entitled to require CC to resign as Managing Partner.  In
the event that a Partner exercises its option to require the
Managing Partner to resign, then that Partner shall become the
Managing Partner of the Joint Venture and assume all obligations of
the Managing Partner as required by this Agreement.  

          (b)  In the event that there is any dispute with respect
to whether the Managing Partner has performed in accordance with
the standards set forth in Section 5.4(a), such dispute shall be
submitted to the CPA firm of Arthur Andersen for resolution. 
Arthur Andersen shall consider the positions of both Partners and
shall render a decision with respect to the performance of the
Managing Partner, which decision shall be final and binding on the
Partners.  In the event that Arthur Andersen is unable or unwilling
to undertake this dispute resolution, then the dispute will be
resolved by another qualified CPA firm as appointed by Arthur
Andersen.  

          (c)  The Managing Partner reserves the right to resign as
the Managing Partner.  In the event that the Managing Partner
resigns, the other Partner will have the right and option to become
the Managing Partner of the Joint Venture and assume all the
obligations of the Managing Partner as required by this Agreement. 
In the event that the other Partner does not exercise its option to
become the Managing Partner, then the Partners shall attempt to
appoint a third party ("Manager") to manage and operate the
property.  In the event that the Partners are unable to agree on
the Manager, then the Joint Venture shall be dissolved and
liquidated in accordance with the provisions of Section 13, with
the last active Managing Partner being responsible for the
dissolution and liquidation as provided in Section 13.  

     5.5    Implementation of Annual Business Plan.  The Managing
Partner shall use due diligence to implement the Annual Business
Plan.  The Joint Venture will be conducted consistent with prudent
business practices, with the objective of maximizing the profits of
the Joint Venture, and each Partner will use due diligence to
achieve that objective.  The Managing Partner shall promptly notify
the other Partner of any transaction, notice, event or proposal
relating to the management and operation of the Casino Project
which could significantly affect, either adversely or favorably,
the Casino Project or the Joint Venture or otherwise cause a
significant deviation from the Annual Business Plan.    

     5.6  Executive Committee.  There shall be established an
Executive Committee.  The Executive Committee shall consult with,
review, monitor and oversee the performance of the Managing Partner
and the General Manager.  The Managing Partner and the General
Manager shall consult with the Executive Committee on a periodic
basis as provided herein and seek the input and counsel of the
Executive Committee prior to the preparation of the Annual Business
Plan.   

     5.7  Membership; Voting Executive Committee.

          (a)  Membership.  The Executive Committee will initially
consist of five (5) members, with three (3) members appointed by
the Managing Partner and two (2) members appointed by the other
Partner.  In the event that neither of the Partners are the
Managing Partner, then the Executive Committee shall consist of
five (5) members, with two (2) members appointed by each party, and
the Manager appointed pursuant to Section 5.4(c) shall be the fifth
member of the Executive Committee.  Each Partner may, at any time,
appoint alternate members to the Executive Committee and such
alternates will have all the powers of a regular committee member
in the absence or inability of a regular committee member to serve. 
Each Partner shall notify the other Partner in writing of its
appointments to the Executive Committee within ten (10) business
days of the execution of this Agreement.  

          (b)  Voting.  Each member of the Executive Committee
shall have one vote on any decision of the Executive Committee.  A
member of the Executive Committee may give his written proxy to
another member of the Executive Committee to vote on his behalf in
his absence.  All actions of the Executive Committee must be
approved by a majority of all of the members of the Executive
Committee, present or voting by proxy.  

     5.8  Meetings of the Executive Committee; Time and Place. 
Unless otherwise requested by a Partner after completion of the
Casino Project, regular meetings of the Executive Committee shall
be held quarterly at such time and at such place as the Executive
Committee shall determine.  During construction of the Casino
Project, the Executive Committee shall meet at least once every
other week.  At such regular meetings, the Managing Partner's
representatives and the General Manager shall report on the
financial performance and condition of the Joint Venture on a year-
to-date basis (including cash flows, reserves, outstanding loans,
and compliance efforts), give progress reports on capital projects
including construction of the Project, compliance with the Annual
Business Plan, material contracts entered into, material
litigation, marketing efforts and such other matters relevant to
the operation of the Joint Venture.  The Executive Committee may
make use of telephones and other electronic devices to hold
meetings, provided that each member of the Executive Committee may
simultaneously participate with all of the other members of the
Executive Committee with respect to all discussions and votes of
the Executive Committee.  The Executive Committee may act without
a meeting if the action taken is reduced to writing (either prior
to or thereafter) and approved by members of the Executive
Committee in accordance with the voting provisions of this
Agreement.  Written minutes shall be taken at each meeting of the
Executive Committee.  Any Partner may call for a special meeting of
the Executive Committee by giving three (3) days prior written
notice to all members of the Executive Committee.

     5.9  Duties of the Executive Committee.  The duties of the
Executive Committee shall include, but not be limited to, the
following:

          (a)  Reviewing, adjusting, approving, developing, and
supervising the Annual Business Plan, including budgeting for the
construction of the Casino Project;

          (b)  Reviewing development progress of the Casino
Project;

          (c)  Reviewing and approving the terms of any loans made
to the Joint Venture;

          (d)  Determining, except as otherwise provided in this
Agreement, the capital requirements of the Joint Venture;

          (e)  Appointment of a firm of independent certified
public accountants to perform an annual audit and issue an opinion
letter with respect to the financial statements of the Joint
Venture;

          (f)  Appointment of those individuals, other than the
Managing Partner and General Manager, who will have the authority
to open and draw checks on bank accounts in the name of the Joint
Venture, or endorse checks for deposit to such accounts; 

          (g)  Approving all material purchases, sales, leases or
other dispositions of Joint Venture Property other than in the
ordinary course of business; and

          (h)  Determine the compensation of the General Manager
and the Controller.

     5.10  General Manager.    

          (a)  E shall select the General Manager of the Casino
Project, subject to the approval of C, which shall not be
unreasonably withheld.  

          (b)  The General Manager shall perform those functions of
the Managing Partner set forth in Sections 5.1(a), (e), (f), (h),
(i), (j), (k), (l), 5.2,  5.5, including restrictions with respect
to the Annual Business Plan, and such other duties and
responsibilities as the Managing Partner may assign to the General
Manager.  

          (c)  The General Manager shall consult with  the Managing
Partner on a weekly basis and review results of operations and
proposals for future operations.  

          (d)  The General Manager shall continue to be selected by
E so long as the annual results of operations are within the
standards and criteria set forth in Section 5.4 or so long as C is
allocated its Priority Allocation as defined in Section 3.8.  In
the event that the General Manager does not meet the performance
standards set forth in this paragraph, C may replace the General
Manager.  If the General Manager is replaced by C without E's
consent, C shall not receive the Priority Allocation set forth in
Section 3.8.   

          (e)  In the event that C, as Managing Partner, and the
Executive Committee do not approve the Annual Business Plan as
proposed by the General Manager, then the General Manager may
resign, in which event, C shall no longer receive the Priority
Allocation as set forth in Section 3.8. In the event that the
General Manager resigns, the Managing Partner shall appoint the new
General Manager.  In the event that the General Manager does not
resign, the General Manager shall implement the Annual Business
Plan as revised and approved by the Managing Partner and the
Executive Committee and the Priority Allocation shall remain in
effect.  

                                 Section 6

                        INDEMNIFICATION OF PARTNERS

     6.1  General.  The Joint Venture shall indemnify, save
harmless, and pay all judgments and claims of third parties against
each Partner or any officer, shareholder, member, partner, or
director of such Partner and members of the Executive Committee
relating to any liability or damage, including attorneys' fees to
be paid as incurred, arising by reason of any act performed or
omitted to be performed by such Partner, officer, director or
member in connection with the business of the Joint Venture, except
for any conduct of a Partner that constitutes fraud, bad faith or
breach of fiduciary duty.  

     6.2  Joint Venture Expenses.  

          (a)  The Joint Venture shall indemnify,  hold harmless,
and pay all expenses, costs, or liabilities of any Partner who for
the benefit of the Joint Venture makes any deposit, acquires any
option, or makes any other similar payment or assumes any
obligation in connection with any property proposed to be acquired
by the Joint Venture in accordance with this Agreement and who
suffers any financial loss as the result of such action.  

          (b)  Notwithstanding anything to the contrary in any of
Sections 6.1 and 6.2, in the event that any provision in any of
such Sections is determined to be invalid in whole or in part, such
Section shall be enforced to the maximum extent permitted by law.

                                 Section 7

                      REPRESENTATIONS AND WARRANTIES

     7.1  Representations and Warranties.  Each Partner hereby
represents and warrants that:

          (a)  If such Partner is a corporation, limited liability
company, or a partnership, it is duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its
incorporation or formation and has the corporate, company,
statutory, or partnership power and authority to own its property
and carry on its business as owned and carried on at the date
hereof and as contemplated hereby.  

          (b)  Such Partner has the individual, corporate, company,
statutory, or partnership power and authority to execute and
deliver this Agreement and to perform its obligations hereunder
and, if such partner is a corporation, limited liability company,
or partnership, the execution, delivery, and performance of this
Agreement has been duly authorized by all necessary corporate,
company, statutory, or partnership action.  

          (c)  This Agreement constitutes the legal, valid, and
binding obligation of such Partner, CC and EHALP and is enforceable
in accordance with its terms and does not violate the terms and
conditions of any law, regulation, order or award of any court or
governmental agency or otherwise violate or result in a breach or
default of the terms and conditions of any mortgage, agreement or
other written document by which a Partner  may be bound.  

                                 Section 8

                       ACCOUNTING, BOOKS AND RECORDS

     8.1  Accounting, Books and Records.  The Joint Venture shall
maintain at its principal place of business separate books of
account for the Joint Venture which shall show a true and accurate
record of all costs and expenses incurred, all charges made, all
credits made and received, and all income derived in connection
with the operation of the Joint Venture business in accordance with
generally accepted accounting principles and casino industry
guidelines consistently applied and, to the extent inconsistent
therewith, in accordance with this Agreement.  The Joint Venture
shall use the accrual method of accounting in preparation of its
annual reports and for tax purposes and shall keep its books
accordingly.  The Joint Venture's books and records shall be
independently audited annually at the Joint Venture's expense. 
Each Partner shall, at its sole expense, have the right, without
notice to any other Partner, to examine, copy, and audit the Joint
Venture's books and records during normal business hours.

     8.2  Reports.  

          (a)  In General.  The Managing Partner, the General
Manager and the Controller shall be responsible for the preparation
of financial reports of the Joint Venture and the coordination of
financial matters of the Joint Venture with the Joint Venture's
accountants.

          (b)  Reports.  Within sixty (60) days after the end of
each Fiscal Year and within forty-five (45) days after the end of
any fiscal quarter, and within twenty (20) days after the end of
any calendar month, the Managing Partner shall cause each Partner
to be furnished with a copy of the balance sheet of the Joint
Venture as of the last day of the applicable period, a statement of
income or loss for the Joint Venture for such period, and a
statement of the Joint Venture's cash flow for such period.  The
Managing Partner shall determine the fiscal year of the Joint
Venture for financial reporting requirements and for Federal Income
Tax purposes.  Annual statements shall also include a statement of
the Partners' Capital Accounts and changes therein for such Fiscal
Year.  Annual statements shall be examined by the Joint Venture's
independent accountants.

     8.3  Tax Returns; Information.  The Managing Partner shall
cause the Joint Venture's accountants to prepare all income and
other tax returns of the Joint Venture and shall cause the same to
be filed in a timely manner.  The Managing Partner shall furnish to
each Partner a copy of each such return, together with any
schedules or other information which each Partner may require in
connection with such Partner's own tax affairs.

     8.4  Tax Matters Partner.  The Managing Partner is specially
authorized to act as the "Tax Matters Partner" under the Code and
any state or local law.

                                 Section 9

                                AMENDMENTS

     9.1  Amendments.  This Joint Venture Agreement may only be
amended by the consent and approval of both Partners.  Any such
amendment shall be in writing and executed by both Partners.  

                                Section 10

                          TRANSFERS OF INTERESTS

     10.1 Restrictions on Transfers.  Except as expressly permitted
by this Agreement, no Partner shall transfer all or any portion of
its interest in the Joint Venture or any rights therein without the
unanimous consent of the Partners.  Any transfer or attempted
transfer by any Partner in violation of the preceding sentence
shall be null and void and of no force or effect whatever.  The
Partners acknowledge and agree that they are relying on the
experience, expertise, reputation and financial condition of the
other Partner in entering into this Agreement and that the nature
of the relationship between the parties is personal.  Each Partner
hereby acknowledges the reasonableness of the Restrictions on
Transfers imposed by this Agreement in view of the Joint Venture
purposes and the relationship of the Partners.  Accordingly, the
Restrictions on Transfers contained herein shall be specifically
enforceable.  Each Partner hereby further agrees to hold the Joint
Venture and each Partner (and each Partner's successors and
assigns) wholly and completely harmless from any cost, liability,
or damage (including, without limitation, liabilities for income
taxes and costs of enforcing this indemnity) incurred by any of
such indemnified Partners as a result of a transfer or an attempted
transfer in violation of this Agreement.

     10.2  Permitted Transfers.  

          (a)  General.  A Partner shall be entitled to transfer or
convey all or any portion of its interest in this Joint Venture to
any of the following persons or entities ("Permitted Transferee"): 

               (i)   An Affiliate of such Partner, subject to the
provisions of Paragraph 10.3;  

               (ii)  Members of the Partner's family, which
includes the Partner's spouse, natural or adoptive lineal
descendants, and trusts for their benefit.  

               (iii)  Any other partner.  

               (iv)   A personal representative of such Partner,
which includes any person or entity who succeeds to the Partner's
estate as a result of the Partner's death, legal incompetence or
bankruptcy.    

               (v)  Any person or entity approved by the unanimous
consent of the Partners.  

          (b)  Admission of Permitted Transferee as a Partner.  A
Permitted Transferee of an interest in the Joint Venture shall be
admitted as a Partner in the Joint Venture only upon the unanimous
consent of the Partners.  The rights of a Permitted Transferee who
is not admitted as a Partner shall be limited to the right to
receive allocations and distributions from the Joint Venture with
respect to the interest transferred, as provided by this Agreement. 
A Permitted Transferee that is not admitted as a Partner shall not
be a Partner with respect to such interest, and, without limiting
the foregoing, shall not have the right to inspect the Joint
Venture's books, act for or bind the Joint Venture, or otherwise
interfere in its operations.

          (c)  Effect of Permitted Transfer on Joint Venture.  The
Partners intend that the Permitted Transfer of an interest in the
Joint Venture shall not cause the dissolution of the Joint Venture
under the Act; however, if determined by a court of competent
jurisdiction that a dissolution has occurred, the Partners shall
continue to hold the Joint Venture's assets and operate its
business in Joint Venture form under this Agreement as if no such
dissolution had occurred.

          (d)  Notice and Costs of Transfer.  In the event of any
Permitted Transfer, the Partner making the transfer shall notify
the other Partner of the transfer and shall furnish the Joint
Venture with the Transferee's tax identification number and
sufficient information to determine the Transferee's interest and
tax basis in the Joint Venture and any other information reasonably
necessary to permit the Joint Venture to file all required federal
and state tax returns.  The Partner making a transfer permitted
hereunder of all or a portion of his Joint Venture interest shall
pay all costs and expenses incurred by the Joint Venture in
connection with such transfer.  

     10.3  Limitation on Ownership of Partners.  

          (a)  Unless otherwise agreed by C, Donald L. Carano or a
member of his immediate family acceptable to C, which acceptance
will not be unreasonably withheld, or an Affiliate controlled by
Donald L. Carano or a member of his immediate family acceptable to
C, which acceptance will not be unreasonably withheld, shall be the
manager of and shall control E.  Nothing herein shall prohibit,
restrict or otherwise limit EHALP's or an Affiliate's right and
ability to become a publicly traded entity so long as the above
restriction on control of E is met.  

          (b)  Unless otherwise agreed by E, which shall not be
unreasonably withheld, C shall be controlled by CC.  

          (c)  In the event that the provisions of this
Section 10.3 are breached, the Non-Defaulting Partner shall have
the right to exercise the Buy-Sell provisions of Section 12.1. 12.2
and 12.3.  

                                Section 11

                    WITHDRAWALS; ACTION FOR PARTITION;
                                 BREACHES

     11.1 Waiver of Partition and Covenant Not to Withdraw.  Each
Partner hereby covenants and agrees that the Partners have entered
into this Agreement based on their mutual expectation that both
Partners will continue as Partners and carry out the duties and
obligations undertaken by them hereunder and that, except as
otherwise expressly required or permitted hereby, each Partner
hereby covenants and agrees not to (a) take any action to require
partition or to compel any sale with respect to its Joint Venture
interest, (b) take any action to file a certificate of dissolution
or its equivalent with respect to itself, (c) take any action that
would cause a Bankruptcy of such Partner, (d) withdraw or attempt
to withdraw from the Joint Venture, (e) exercise any power under
the Act to dissolve the Joint Venture, (f) transfer all or any
portion of its interest in the Joint Venture (other than as
permitted hereunder), (g) petition for judicial dissolution of the
Joint Venture, or (h) demand a return of such Partner's
contributions or profits (or a bond or other security for the
return of such contributions or profits) without the unanimous
consent of the Partners.

     11.2  Consequences of Violation of Covenants.  If a Partner (a
"Breaching Partner") attempts to (i) cause a partition or (ii)
withdraw from the Joint Venture or dissolve the Joint Venture or
take any action in breach of Section 11.1 hereof, the Joint Venture
shall continue and such Breaching Partner shall be subject to this
Section 11.2.  In such event, the following shall occur;

          (a)  The Breaching Partner shall immediately cease to
have the authority to act as a Partner and shall have no further
power to act for or bind the Joint Venture;

          (b)  The other Partner shall continue to have the right
to possess the Joint Venture's property and goodwill and to conduct
its business and affairs;

          (c)  The Breaching Partner shall be liable in damages,
without requirement of a prior accounting, to the Joint Venture for
all costs and liabilities that the Joint Venture or any Partner may
incur as a result of such breach;

          (d)  Distributions to the Breaching Partner shall be
reduced to seventy-five percent (75%) of the Distributions
otherwise payable to the Breaching Partner.    The Joint Venture
may apply any distributions otherwise payable to the Breaching
Partner to satisfy any claims it may have against the Breaching
Partner.  

          (e)  The Breaching Partner shall continue to be liable to
the Joint Venture for any unpaid Capital Contributions required
hereunder with respect to such interest and to be jointly and
severally liable with the other Partners for any debts and
liabilities (whether actual or contingent, known or unknown) of the
Joint Venture existing at the time the Breaching Partner withdraws
or dissolves.  

          (f)  If E is a Breaching Partner, then the limitations on
foreclosure of any deed of trust for the benefit of C or CC for the
Construction Financing shall no longer be applicable.

                                Section 12

                      BUY-SELL AND BUY-OUT ON DEFAULT

     12.1  Conditions Precedent to Buy-Sell.  The Buy-Sell
provisions of this Agreement may not be instituted by any Partner
until each of the following events or conditions have taken place: 

          (a)  The initial Construction Financing has been paid in
full;  

          (b)  Except as otherwise provided herein, ten (10) years
from the date of commencement of operation of the Casino Project;
and

          (c)  Such Partner is not in default of any of the
provisions of this Agreement.    
          
     12.2  Exercise of Right to Buy or Sell.  At any time after the
occurrence of the conditions precedent set forth in Paragraph 12.1,
either Partner may make an offer to purchase ("Offer") the interest
of the other Partner.  The Offer shall be in writing and shall set
forth the proposed price ("Price") to be paid for the other
Partner's interest in the Partnership.  The Offer shall constitute
an irrevocable offer by the Partner giving the Offer either to (i)
purchase all, but not less than all, of the interest in the Joint
Venture of the other Partner free of liens and encumbrances for the
Price, or (ii) sell all, but not less than all, of its interest in
the Joint Venture free of liens and encumbrances to the other
Partner for the Price.  The Partner receiving the Offer shall have
a period of two (2) months to accept the Offer to purchase at the
Price or, in the alternative, to require that the Offering Partner
sell its interest to the other Partner at the Price.  If, at the
time of the Offer, the Percentage Interests are not equal, then the
Purchase Price for the respective interests shall be prorated
proportionately without any premium for a controlling interest. 
The Partner receiving the Offer shall give written notice (Notice
of Election) of its acceptance of the Offer to sell or purchase to
the Offering Partner within two (2) months of the receipt of the
Offer.  Failure to give the Notice of Election shall constitute an
acceptance of the offer to sell to the Offering Partner on the
terms set forth in the Offer.  The closing of the transaction for
the sale or purchase of the Joint Venture Interest shall occur not
later than six (6) months after the Notice of Election or at such
other time as may be required by the Nevada Gaming Authorities. 
The Purchasing Partner shall be entitled to encumber the Joint
Venture Property in order to finance the purchase.  The Purchasing
Partner may elect to pay the purchase price in cash or on terms
which require at least a twenty-five percent (25%) down payment
with the balance to be paid quarterly on a five (5) year
amortization, plus interest at the prime rate of Bank of America
from time to time.  In the event that the Purchasing Partner elects
to finance the purchase, the obligation to the Selling Partner may
be secured by a Deed of Trust on the Partnership Property, which
Deed of Trust will only be subordinate to the Joint Venture debt in
the amount encumbering the Joint Venture Property that existed on
the date of the Offer to Purchase. If such Deed of Trust is not
allowed by the First Deed of Trust Holder, then the Selling Partner
may require a pledge of the Partnership interest of the Purchasing
Partner as security for the financing of the purchase or such other
security of the Purchasing Partner as may be reasonably required by
the Selling Partner.     

     12.3 Closing.  

          (a)   At the closing, the Partners shall execute such
documents and instruments of conveyance as may be necessary or
appropriate to confirm the transaction contemplated hereby,
including, without limitation, the transfer of the Joint Venture
interest of the Selling Partner and the assumption by the
Purchasing Partner of the Selling Partner's obligations with
respect to the Joint Venture interest transferred.  The reasonable
costs of such transfer and closing, including, without limitation,
attorneys' fees and filing fees, shall be divided equally between
the Purchasing and Selling Partner.  

          (b)   The closing of the purchase and sale of the
Partner's interest shall be subject to the approval of the Nevada
Gaming Board and Commission.  The Purchasing Partner shall file all
necessary applications for approval of the transaction with the
Nevada  Gaming Board and Commission within sixty (60) days after
the Notice of Election.  The Purchasing Partner shall pay all costs
and fees in connection with the approval of the Nevada Gaming Board
and Commission.  

          (c)   At the close of the transaction contemplated under
the provisions of Section 12.2, the Selling Partner shall assign to
the Purchasing Partner all of the interest of the Selling Partner
in the Joint Venture, free and clear of all liens, claims,
encumbrances, and, at the request of the Purchasing Partner, shall
convey and transfer to the Purchasing Partner, subject only to all
matters of record at the time of the conveyance which have been
approved by the Purchasing Partner, an undivided percentage
interest in the assets of the Joint Venture equal to the Selling
Partner's interest therein, and shall execute and deliver to the
Purchasing Partner an amended Certificate of Fictitious Name (or
cancellation thereof), together with all other documents as may be
reasonably be required to give effect to the transfer of the
Selling Partner's interest in the Joint Venture.  In connection
with such transfer, the Partners shall take all necessary action to
discharge or release any Affiliate from any guarantee of any debt
of the Joint Venture.  

          (d)   The Purchasing Partner shall use the assets of the
Joint Venture to discharge to the extent possible all loans and
other indebtedness, liabilities or other obligations of the Joint
Venture (but shall not be required to prepay any obligations under
any permanent loans secured by the Property) for which the Selling
Partner has any personal or corporate liability or otherwise obtain
the release of the Selling Partner from any such liability.  The
Purchasing Partner shall also cause the Joint Venture to repay to
the Selling Partner any loans that were made by the Selling Partner
to the Joint Venture or to the Purchasing Partner, together with
unpaid accrued interest thereon.  

          (e)   The Purchasing Partner shall indemnify and hold
harmless the Selling Partner from all indebtedness, liabilities and
other obligations of the Venture, whether the same arose prior to
or after the purchase, except that such indemnification shall not
apply to liabilities, if any, of the Joint Venture which were
created by the Selling Partner while acting in fraud of either the
Joint Venture or the rights of the Purchasing Partner or in
violation of the terms of this Agreement.  

     12.4  Buy-Out on Default.  

          (a)  Right to Purchase.  In the event that a Partner is
in default on Additional Capital Contributions required by the
Managing Partner as provided in Paragraph 2.6 and the Non-
Defaulting Partner has elected the remedy described in
Paragraph 2.7(a)(i) and such loan is not repaid to the Non-
Defaulting Partner within two (2) years of the date of the loan
advance or if a Partner is in default at any time on two (2)
Additional Capital Contributions which remain unpaid or uncured as
provided herein, including payments from distributions on behalf of
the Defaulting Partner pursuant to Section 4, or if any deed of
trust for the benefit of C or CC for the Construction Financing is
in default, then the Non-Defaulting Partner or CC, as the case may
be, shall have the right to purchase the interest in the Joint
Venture of the Defaulting Partner for a purchase price that is
equal to the Net Equity of the Defaulting Partner's interest in the
Joint Venture less any amounts paid on behalf of the Defaulting
Partner pursuant to Section 2.7(a)(i).  

          (b)  Notice of Election to Purchase.  The Non-Defaulting
Partner may exercise its right to purchase under this Section 12.4
at any time that such default remains unpaid or uncured, either
through payments by the Partner or distributions in accordance with
Section 4.  The Non-Defaulting Partner shall give written notice of
its election to purchase the Defaulting Partner's interest.  The
Defaulting Party shall have a period of sixty (60) days after
receipt of such Notice of Election in order to cure the entire
default, plus accrued interest.  In the event that the Defaulting
Partner does not cure within said 60-day period, then the Partners
shall proceed to determine the Net Equity of the Defaulting
Partner's interest in the Joint Venture in accordance with the
procedures set forth below, and the Defaulting Partner shall have
no further right to cure.  

          (c)  Net Equity.  The "Net Equity" of a Partner's
interest in the Joint Venture shall be the amount that would be
distributed to such Partner in liquidation of the Joint Venture
pursuant to Section 13 if (1) all the Joint Venture's assets were
sold for their Gross Appraised Values; (2) the Joint Venture paid
its unpaid liabilities and established reserves for the payment of
reasonably anticipated contingent and unknown liabilities; and (3)
the Joint Venture distributed the remaining proceeds to the
Partners in liquidation.  The Net Equity of a Partner's interest in
the Joint Venture shall be determined from the books and records of
the Joint Venture by the firm of independent certified public
accountants regularly employed by the Joint Venture.  The Net
Equity of a Partner's interest shall be determined within thirty
(30) days after receipt in writing of the Gross Appraised Value of
the Casino Project and Property.  The amount of such Net Equity
shall be disclosed in writing to the Joint Venture and each of the
Partners.  The Net Equity determination of such accountants shall
be final and binding in the absence of a showing of gross
negligence or willful misconduct.  

          (d)  Gross Appraised Value.  "Gross Appraised Value"
shall be equal to the fair market value of the Casino Project and
Property as determined by qualified appraisers in accordance with
the procedures set forth herein and shall represent the amount that
a single buyer would reasonably be expected to pay for the entire
Casino Project and Property (business and assets), free and clear
of all liens and encumbrances, in a single cash purchase, taking
into account the current condition, use, zoning and net income of
the Casino Project and Property.  

          (e)  Procedure for Determining Gross Appraised Value. 
The Partners shall attempt to agree to appoint a mutually
acceptable MAI appraiser to determine the Gross Appraised Value of
the Casino Project and Property.  If the Partners agree on such
appraiser, that appraiser's determination of Gross Appraised Value
shall be final and binding on the Partners.  In the event that the
Partners are unable to agree on a single MAI appraiser, then the
Non-Defaulting Partner shall appoint an MAI appraiser and give
written notice thereof to the Defaulting Partner.  The Defaulting
Partner shall then have twenty (20) days to appoint a second MAI
appraiser.  In the event that the Defaulting Partner fails or
refuses to appoint a second appraiser within twenty (20) days, then
the Defaulting Partner agrees to be bound by the determination of
Gross Appraised Value as established by the appraiser appointed by
the Non-Defaulting Partner.  If the second appraiser is timely
designated, the first and second appraisers shall meet within ten
(10) days and shall select a third MAI appraiser.  The Gross
Appraised Value shall be the amount determined and agreed to by at
least two (2) of the three (3) appraisers.  If at least two of the
appraisers are not able to agree on an appraised value, then each
appraiser shall independently undertake to determine the Gross
Appraised Value of the Project.  The Gross Appraised Value to be
used pursuant to the terms of this Agreement to determine the Net
Equity for the purposes of Paragraph 12.4 shall be the average of
the two (2) closest appraisals.  The appraisers shall complete
their appraisals and give written notice of their determinations of
the Gross Appraised Value within sixty (60) days after appointment
of the third appraiser.  The costs and fees of the appraiser(s)
shall be divided equally between the Partners.  

          (f)  Closing.  The closing of the purchase and sale of
the interest of the Defaulting Partner, pursuant to this
Section 12.4, shall occur not later than ninety (90) days after the
determination of the Net Equity of the Defaulting Partner.  The
Purchase Price shall be equal to the Net Equity of the Defaulting
Partner and shall be paid in full in cash at the time of closing. 
At closing, the Partners shall execute such documents and
instruments of conveyance as may be necessary or appropriate to
confirm the transactions contemplated hereby, including, without
limitation, the transfer of the Joint Venture interest of the
Defaulting Partner to the Non-Defaulting Partner and the assumption
by the Non-Defaulting Partner of the obligations with respect to
Defaulting Partner's interest in the Joint Venture.  The reasonable
costs of transfer and closing, including, without limitation,
attorneys' fees and filing fees shall be divided equally between
the Defaulting and the Non-Defaulting Partners except as provided
with respect to appraisal costs.  The Defaulting Partner shall
deliver to the Non-Defaulting Partner good title to its Partnership
interest, free and clear of any liens, claims, encumbrances,
security interests or options.  

                                Section 13

                        DISSOLUTION AND WINDING UP

     13.1 Liquidating Events.  The Joint Venture shall dissolve and
commence winding up and liquidating upon the first to occur of any
of the following ("Liquidating Events"):

          (a)  Failure to proceed to Phase II of the Casino Project
by July 31, 1994;  

          (b)  January 1, 2053;

          (c)  The sale of all or substantially all of the
Property;

          (d)  The unanimous vote of the Partners to dissolve, wind
up, and liquidate the Joint Venture;

          (e)  The happening of any other event that makes it
unlawful or impossible to carry on the business of the Joint
Venture; 

          (f)  The occurrence of an event of bankruptcy of a
Partner.  

     The Partners hereby agree that, notwithstanding any provision
of the Act, the Joint Venture shall not dissolve prior to the
occurrence of a Liquidating Event.  If it is determined, by a court
of competent jurisdiction, that the Joint Venture has dissolved
prior to the occurrence of a Liquidating Event, the Partners hereby
agree to continue the business of the Joint Venture without a
winding up or liquidation.

     13.2 Winding Up. Upon the occurrence of a Liquidating Event,
the Joint Venture shall continue solely for the purpose of winding
up its affairs in an orderly manner, liquidating its assets, and
satisfying the claims of its creditors and Partners and no Partner
shall take any action that is inconsistent with, or not necessary
to or appropriate for, winding up the Joint Venture's business and
affairs.  To the extent not inconsistent with the foregoing, all
covenants and obligations in this Agreement shall continue in full
force and effect until such time as the Property has been
distributed pursuant to this Section and the Joint Venture has
terminated.  The Managing Partner shall be responsible for
overseeing the winding up and liquidation of the Joint Venture,
shall take full account of the Joint Venture's liabilities and
assets, shall cause the assets to be liquidated as promptly as is
consistent with obtaining the fair market value thereof, and shall
cause the proceeds therefrom, to the extent sufficient therefor, to
be applied and distributed in the following order:

          (a)  First, to the payment and discharge of all of the
Joint Venture's debts and liabilities to creditors other than
Partners;

          (b)  Second, to the payment and discharge of all of the
Joint Venture's debts and liabilities to Partners; and

          (c)  The balance, if any, to the Partners in the amount
of their respective Capital Accounts, after giving effect to all
contributions, distributions, and allocations for all periods.  

     The Managing Partner shall not receive any additional
compensation for any services performed pursuant to this Section
but shall be entitled to reimbursement for all costs and expenses
incurred in connection therewith.  Each Partner understands and
agrees that by accepting the provisions of this Section setting
forth the priority of the distribution of the assets of the Joint
Venture to be made upon its liquidation, such Partner expressly
waives any right which it, as a creditor of the Joint Venture,
might otherwise have to receive distributions of assets pari passu
with the other creditors of the Joint Venture in connection with a
distribution of assets of the Joint Venture in satisfaction of any
liability of the Joint Venture, and hereby subordinates to said
creditors any such right.

     Any gains or losses on the disposition of properties of the
Joint Venture in the process of liquidation shall be credited or
charged to the Partners in accordance with Section 3.  Any property
distributed in kind in the liquidation shall be valued by agreement
of the Partners and treated as though the property were sold and
the cash proceeds distributed.  The difference between the agreed
value of the property distributed in kind and its book value shall
be treated as a gain or loss on sale of the property and shall be
credited or charged to the Partners in accordance with Section 3. 


     13.3 Compliance With Certain Requirements of Regulations.  In
the event the Joint Venture is "liquidated" within the meaning of
Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall
be made pursuant to this Section to the Partners who have positive
Capital Accounts in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(2).  

     13.4  Reserve for Contingent and Unforeseen Liabilities.  In
the discretion of the Managing Partner, a pro rata portion of the
distributions that would otherwise be made to the Partners pursuant
to this Section 13 may be:

          (a)  distributed to a trust established for the benefit
of the Partners for the purposes of liquidating Joint Venture
assets, collecting amounts owed to the Joint Venture, and paying
any contingent or unforeseen liabilities or obligations of the
Joint Venture or of the Partners arising out of or in connection
with the Joint Venture.  The assets of any such trust shall be 
distributed to the Partners from time to time, in the reasonable
discretion of the Managing Partner, in the same proportions as the
amount distributed to such trust by the Joint Venture would
otherwise have been distributed to the Partners pursuant to this
Section; or

          (b)  withheld to provide a reasonable reserve for Joint
Venture liabilities (contingent or otherwise) and to reflect the
unrealized portion of any installment obligations owed to the Joint
Venture, provided that such withheld amounts shall be distributed
to the Partners as soon as practicable.

     13.5  Rights of Partners.  Except as otherwise provided in
this Agreement, (a) each Partner shall look solely to the assets of
the Joint Venture for the return of his Capital Contributions and
shall have no right or power to demand or receive property other
than cash from the Joint Venture and (b) no Partner shall have
priority over any other Partner as to the return of his Capital
Contributions, distributions, or allocations.

     13.6  Notice of Dissolution.  In the event a Liquidating Event
occurs, the Managing Partner shall, within thirty (30) days
thereafter, (a) provide written notice thereof to each of the
Partners and to all other parties with whom the Joint Venture
regularly conducts business (as determined in the discretion of the
Managing Partner), and (b) publish notice of such dissolution in a
newspaper of general circulation in each place in which the Joint
Venture regularly conducts business.

                                Section 14

                  BANKRUPTCY OR DISSOLUTION OF A PARTNER

     14.1  Event of Bankruptcy.  Considering the personal nature of
the relationship between the Partners of this Joint Venture, upon
occurrence of an Event of Bankruptcy with respect to a Partner, the
remaining Partner shall have the right and option to dissolve and
liquidate the Joint Venture in accordance with Section 13 of this
Agreement.  

          For the purposes of this Agreement, any of the following
shall constitute an "Event of Bankruptcy" with respect to the
Partner involved:  

               (i)  The filing of an involuntary petition under the
United States Bankruptcy Act or any other United States or state
bankruptcy statute, as now in effect or as hereafter amended,
against a Partner, which involuntary petition is not dismissed
within 120 days after the filing thereof;  

               (ii)  The commencement by a Partner of any
proceeding of any type under the United States Bankruptcy Act or
any other United States or state bankruptcy statute; or 

               (iii)  If a Partner makes an assignment for the
benefit of creditors, or allows the appointment of a receiver,
trustee, conservator or liquidator of all or any Portion of the
partner or its assets.  

     14.2  Status of Bankruptcy Assignee.  After the date of an
Event of Bankruptcy, the successor to the bankrupt Partner shall be
considered an Assignee of the bankrupt Partner's interest in the
Joint Venture but shall not be entitled to interfere in management
or administration of the Joint Venture business or affairs, to
receive or require information or an accounting with respect to the
Joint Venture transactions or to inspect the books of the Joint
Venture; provided, however, that the successor to the bankrupt
Partner's interest in the Joint Venture may inspect the books of
the Joint Venture at reasonable times with reasonable notice for
the sole purpose of assuring that the successor receives the
appropriate distribution of profits and losses.  


                                Section 15

                               MISCELLANEOUS

     15.1  Notices. Unless otherwise provided, all notices, demands
or other communications hereunder shall be in writing and shall be
deemed to have been given or submitted upon personal delivery or
upon deposit in the United States mail by certified or registered
mail, postage prepaid, with return receipt requested and addressed
as follows:  

          (a)  If to C, at    Galleon, Inc.
                              c/o Circus Circus Enterprises, Inc.
                              2880 Las Vegas Blvd. South
                              Las Vegas, Nevada  89109
                              Attention:  General Counsel


          (b)  If to E, at    Eldorado Limited Liability Company
                              c/o Eldorado Hotel Casino
                              345 N. Virginia Street
                              P.O. Box 3399
                              Reno, Nevada  89505

                              with a copy to:

                              McDonald, Carano, Wilson, McCune,
                                Bergin, Frankovich & Hicks
                              P.O. Box 2670
                              Reno, Nevada  89505


Notices shall be deemed received upon personal delivery or three
(3) days following deposit in the mail, if sent through the mail. 
Each Partner may designate, from time to time, another address in
place of the address hereinabove set forth by notifying the other
Partners of the new address in writing.   

     15.2  Binding Effect.  Except as otherwise provided in this
Agreement, every covenant, term, and provision of this Agreement
shall be binding upon and inure to the benefit of the Partners and
their respective heirs, legatees, legal representatives,
successors, transferees, and assigns.

     15.3  Time.  Time is of the essence with respect to this
Agreement.

     15.4  Headings.  Section and other headings contained in this
Agreement are for reference purposes only and are not intended to
describe, interpret, define, or limit the scope, extent, or intent
of this Agreement or any provision hereof.

     15.5  Severability.  Every provision of this Agreement is
intended to be severable.  If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity or legality of the
remainder of this Agreement.

     15.6  Further Action.  Each Partner agrees to perform all
further acts and execute, acknowledge, and deliver any documents
which may be reasonably necessary, appropriate, or desirable to
carry out the provisions of this Agreement.

     15.7  Attorneys' Fees.  In case of any action or proceeding to
compel compliance with, or for a breach of, the provisions of this
Agreement, the prevailing party shall be entitled to recover all
costs of such action or proceeding, including, but not limited to,
reasonable attorneys' fees and court costs as determined by the
court.  

     15.8  Governing Law.  The laws of the State of Nevada shall
govern the validity of this Agreement, the construction of its
terms, and the interpretation of the rights and duties of the
Partners.

     15.9   Loans.  Any Partner may, with the approval of the Part-
ners or as provided by this Agreement, lend or advance money to the
Joint Venture.  If any Partner shall make any loan or loans to the
Joint Venture or advance money on its behalf, the amount of any
such loan or advance shall not be treated as a contribution to the
capital of the Joint Venture but shall be a debt due from the Joint
Venture.  The amount of any such loan or advance by a lending
Partner shall be repaid in accordance with Section 4.1.  Except as
otherwise provided herein, none of the Partners shall be obligated
to make any loan or advance to the Joint Venture.  

     15.10  Use of Walkways to Adjacent Property.  Part of the
Casino Project will include the utilization of space within
walkways over Fourth and Fifth Streets to the adjacent respective
properties of CC and EHALP.  The connection of these walkways to
the adjacent facilities will require modification of the existing
facilities of CC and EHALP.  Portions of the area within the
walkway structure will be for the exclusive use of the adjacent
properties of EHALP and CC, and other portions will be for the
exclusive use of the Casino Project.  The air space and the
structural facility connecting the Casino Project to the adjacent
property of CC shall belong to CC.  The air space and the
structural facility connecting the Casino Project to the adjacent
property of EHALP shall belong to EHALP.  CC and EHALP agree that
that portion of the walkway structure connecting to their
respective adjacent facilities intended to be utilized by the
Casino Project as shown on the approved plans shall be leased to
the Joint Venture on commercially reasonable terms.  E shall be
responsible for the construction of the walkway structure connect-
ing the Casino Project to the adjacent property of EHALP and C
shall be responsible for the construction of the walkway structure
connecting the Casino Project to the adjacent property of CC.  The
Joint Venture shall be responsible for all improvements, equipment,
furniture and fixtures placed in such walkways which are utilized
as part of the operation of the Casino Project as shown on the
approved plans.  All improvements, equipment, furniture and
fixtures placed on the walkway structures in areas which are for
the exclusive use of EHALP or CC shall be paid by the respective
entity utilizing such space.    

     15.11  Access to Adjacent Properties.  Each of the Partners
recognizes and acknowledges that the Casino Project shall have
reasonably equivalent entrances and access to each Partner's
Affiliate's properties located generally north and south of the
Casino Project and under no circumstances, including, without
limitation, a buy-out or dissolution, shall the Joint Venture or
any successor in interest in any way hinder reasonable access to
such entrances between the Casino Project and such Affiliate's
property or otherwise interfere with or claim control or ownership
of the equipment or facilities servicing such Affiliate's adjacent
property.

          IN WITNESS WHEREOF, the parties have entered into this
Agreement of Joint Venture as of the day first above set forth.

ELDORADO LIMITED LIABILITY 
COMPANY                            GALLEON, INC.
a Nevada limited liability         a Nevada corporation
company

By: ELDORADO HOTEL ASSOCIATES      By: CLYDE T. TURNER
     LIMITED PARTNERSHIP           Its:  President
    Its Managing Member  

    By:  RECREATIONAL ENTERPRISES,
          INC., General Partner


    By: DONALD L. CARANO
        Its: President

    and

    By:  HOTEL-CASINO MANAGEMENT, INC.
          General Partner


    By:  RAYMOND J. PONCIA JR.
        Its:  President

The undersigned are executing this Agreement only with respect to
Sections 2.4, 2.5, 7.1, 10.3, 12.4 and 15.10:

ELDORADO HOTEL ASSOCIATES          CIRCUS CIRCUS ENTERPRISES, INC.,
  LIMITED PARTNERSHIP,             A Nevada Corporation
A Nevada Limited Partnership

By:  RECREATIONAL ENTERPRISES, 
     INC., A Nevada Corporation    By: CLYDE T. TURNER 
     General Partner                 Its President


     By: DONALD L. CARANO
       Its President


HOTEL-CASINO MANAGEMENT, INC.      APPROVED BY:
A Nevada Corporation               CIRCUS CIRCUS ENTERPRISES, INC.
General Partner
                                   WILLIAM G BENNETT
                                   William G. Bennett
By: RAYMOND J. PONCIA JR.          Chairman of the Board
   Its President


a:jointven.za1

                                Exhibit "A"

                       PROJECT C LEGAL DESCRIPTIONS



PARCEL 1:  All of Block A of the Original Town, now City, of Reno,
Nevada, according to the map thereof filed in the office of the
Recorder of Washoe County, State of Nevada, on June 27, 1871. 
Assessor's Parcel Nos. 007-291-01, 007-291-18, 007-291-15 and 007-
291-19.

PARCEL 2:  All of Block B of the Original Town, now City, of Reno,
Nevada, according to the map thereof filed in the office of the
Recorder of Washoe County, State of Nevada, on June 27, 1871. 
Assessor's Parcel Nos. 007-293-01, 007-293-02, 007-293-03, 007-293-
04, 007-293-05, 007-293-06, 007-293-07 and 007-293-08.

EX-3

                                                              EXHIBIT 10(dd)   


                     OPERATING AGREEMENT 
                              OF
 AMERICAN ENTERTAINMENT, L.L.C., A LOUISIANA LIMITED-LIABILITY
                            COMPANY


     This Operating Agreement (the "Agreement") is entered
into as of this 14th day of January, 1994, by and between
CIRCUS CIRCUS LOUISIANA, INC.,  a Louisiana corporation ("CCLI")
and AMERICAN ENTERTAINMENT CORPORATION, a Louisiana
corporation ("AEC"), collectively referred to as the
"Members."

ARTICLE 1.  NAME; DEFINED TERMS
     Section 1.1    Name.  The name of the Company shall be: 
"American Entertainment, L.L.C."
     Section 1.2    Identification of Company.  The
abbreviation "L.L.C." must appear in the name of the Company
on all correspondence, stationery, checks, invoices, and all
documents executed by the Company.
     Section 1.3    Certain Definitions.  As used in this
Agreement, the following terms shall have the following
meanings:
          "AEC Loan" means the loan made by the Company to AEC
     pursuant to Section 6.6.
          "Affiliate" means any person or entity controlling,
     controlled by or under common control with any other
     person or entity, including without limitation, any
     officer, director, employee, agent, partner or member of
     any such person or entity.
          "Appointing Member" means the Member entitled to
     initially appoint a Manager or to fill a vacancy of a
     Manager on the Management Committee pursuant to Section
     5.3(c).
          "B of A Prime Rate" means the "prime rate" of
     interest charged from time to time by Bank of America,
     N.T. & S.A. to its best commercial customers for short
     term unsecured loans.
          "CCEI" means Circus Circus Enterprises, Inc., a
     Nevada corporation, an Affiliate of CCLI.
          "CCLI Additional Capital Balance" means an amount
     equal to the aggregate amount of CCLI Additional Capital
     Contributions, as reduced (but not below zero) by the
     aggregate amount of all prior distributions of Net
     Available Cash to CCLI pursuant to Section 7.3(a)(iv) and
     as provided in Section 7.3(c).
          "CCLI  Additional Capital Contributions" means the
     amounts contributed to or for the benefit of the Company
     by CCLI pursuant to Section 6.2(a)(ii).  
          "CCLI Cost of Funds" means (i) with respect to CCLI
     Additional Capital Contributions or CCLI Loans funded
     from its own cash (or with the proceeds of inter-company
     advances from Affiliates of CCLI), the imputed cost of
     funds to CCLI and/or its Affiliates, taking into account
     the cost of both equity and debt funds, as such imputed
     costs may vary from time to time, or (ii) with respect to
     CCLI Additional Capital Contributions or CCLI Loans made
     with funds borrowed by CCLI or its Affiliates under its
     or their credit facilities, the rate of interest charged
     to CCLI or such Affiliate in connection with such
     financing.
          "CCLI Guaranty" means any guaranty of indebtedness
     or similar obligations undertaken by CCLI or an Affiliate
     for the benefit of the Company.
          "CCLI Loans" means loans made by CCLI or an
     Affiliate to or for the benefit of the Company pursuant
     to Section 6.2(a)(iii), which Loans (i) shall bear
     interest from the date of each advance until repaid, at a
     rate equal to one percent (1%) per annum in excess of the
     CCLI Cost of Funds, (except as otherwise provided in
     Sections 6.2(e) or 6.2(f)), (ii) may be secured by deeds
     of trust and/or other security interests in the Property,
     the Project and/or other assets of the Company, as
     required from time to time by CCLI or such Affiliate, and
     (iii) shall be made upon and subject to such commercially
     reasonable terms and conditions as required from time to
     time by CCCI or such Affiliate.
          "Capital Account" shall have the meaning ascribed to
     it in Section 6.5.
          "Capital Contributions" means the amounts
     contributed to or for the benefit of the Company by a
     Member pursuant to Section 6.1.
          "Code" means the Internal Revenue Code of 1986, as
     amended.
          "Conditional Approval" means the certificate of
     approval for a gaming license granted to the Company by
     the Louisiana gaming authorities after completion of all
     suitability investigations and all required public
     hearings, which license is conditioned (if at all) only
     upon the completion of construction of the Project and
     the satisfaction of other non-discretionary conditions
     (which conditions shall have been approved by the
     Management Committee).
          "Construction Budget" means the written budgets and
     schedules and any amendments thereto, approved by CCLI
     pursuant to Section 5.4, setting forth in reasonable
     detail, all costs and expenses (including without
     limitation, both "hard" and "soft" costs for both off-
     site and on-site work) incurred or to be incurred in
     connection with the acquisition and development of the
     Property and the design, development, construction,
     fixturizing, equipping, preopening expenses and initial
     bankroll for operation of the Project.
          "Consulting Agreement" means that certain Riverboat
     Casino Consulting Agreement to be entered into
     concurrently herewith between the Company as owner and
     AEC as consultant, in form and substance as set forth on
     attached Exhibit E.
          "Current Year Amortization" means for each fiscal
     year with respect to each CCLI Loan and each CCLI
     Additional Capital Contribution the aggregate amount that
     would be payable by the Company with respect to such
     fiscal year to amortize each such CCLI Loan and each such
     CCLI Additional Capital Contribution ratably over a five-
     year period commencing with the date of such CCLI Loan or
     CCLI Additional Capital Contribution, as the case may be;
     provided, however, that for any fiscal year in which the
     Liquidation of the Company shall occur, "Current Year
     Amortization" with respect to each CCLI Loan shall mean
     the outstanding principal balance of such CCLI Loan and
     with respect to the CCLI Additional Capital Contributions
     shall mean an amount equal to the CCLI Additional Capital
     Balance. 
          "Depreciation" means, for each fiscal year or other
     period, an amount equal to the depreciation, amortization
     or other cost recovery deduction allowable with respect
     to an asset for such year or other period, except that if
     the Gross Asset Value of an asset differs from its
     adjusted basis for federal income tax purposes at the
     beginning of such year or other period, Depreciation
     shall be an amount which bears the same ratio to such
     beginning Gross Asset Value as the federal income tax
     depreciation, amortization or other cost recovery
     deduction for such year or other period bears to such
     beginning adjusted tax basis.
          "Estimated Project Cost" means a lump sum amount, to
     be approved by the Management Committee, representing the
     initial estimated total amount of the costs and expenses
     to be more particularly described in the Construction
     Budget.
          "Event of Default" shall have the meaning ascribed
     to it in Section 9.1.
          "Final Approval" means the satisfaction or waiver of
     all conditions imposed pursuant to the Conditional
     Approval, so that all gaming licenses have become
     effective and the Company is entitled to conduct all
     contemplated gaming activities and substantially all
     other contemplated activities at the Project.
          "Georgusis" means Joseph Georgusis, an Affiliate of
     AEC.
          "Gross Asset Value" means, with respect to any
     asset, the asset's adjusted basis for federal income tax
     purposes, except as follows:  (i) the initial Gross Asset
     Value of any asset contributed by a Member to the Company
     shall be the gross fair market value of such asset, as
     determined by the Members; and (ii) the Gross Asset Value
     of all assets whose Gross Asset Value has been adjusted
     pursuant to Section 7.5(f) shall be adjusted pursuant to
     the last sentence of Section 7.5(f).
          "Initial Capital Contributions" means the amounts
     contributed to or for the benefit of the Company by the
     Members pursuant to Section 6.1.
          "Intangibles" means (i) the Preliminary Approval (as
     modified pursuant to the petition attached hereto as
     Exhibit C-2), (ii) the Conditional Approval, (iii) the
     Final Approval and (iv) all other leases, contracts,
     building or other permits, licenses and other assets
     (excluding cash) necessary to develop, construct, market
     and operate the Project.
          "Liquidation" means (i) when used with reference to
     the Company, the earlier of (a) the date upon which the
     Company is terminated under Section 708(b)(1) of the
     Code, or any similar provision enacted in lieu thereof,
     or (b) the date upon which the Company ceases to be a
     going concern, and (ii) when used with reference to any
     Member, the earlier of (a) the date upon which there is a
     Liquidation of the Company or (b) the date upon which
     such Member's entire interest in the Company is
     terminated by means of a distribution or series of
     distributions by the Company to the Member.
          "Major Decision" shall have the meaning ascribed to
     it in Section 8.2(a).
          "Management Agreement" means that certain Riverboat
     Casino Management Agreement to be entered into
     concurrently herewith between the Company as owner and
     CCLI or an Affiliate of CCLI as manager, relating to the
     management and operation of the Project, in form and
     substance as set forth on attached Exhibit D.
          "Management Committee" shall have the meaning
     ascribed to it in Section 5.3(a).
          "Manager" shall have the meaning ascribed to it in
     Section 5.3.
          "Member Nonrecourse Debt" means any Company
     liability to the extent the liability is nonrecourse for
     purposes of Regulations Section 1.1001-2, and a Member
     (or a related person within the meaning of Regulations
     Section 1.752-4(b)) bears the economic risk of loss
     (within the meaning of Regulations Section 1.752-2).
          "Member Nonrecourse Debt Minimum Gain" means Minimum
     Gain attributable to Member Nonrecourse Debt.
          "Minimum Gain" means the sum of the separately
     computed amount of gain, if any, that would be realized
     by the Company if, with respect to each nonrecourse
     liability of the Company, the Company disposed of the
     property subject to such nonrecourse liability for no
     other consideration than full satisfaction of such
     liability in accordance with Regulations Section 1.704-
     2(d).  For this purpose, the term "nonrecourse liability"
     shall have the meaning set forth in Regulations Section
     1.752-1(a)(2).
          "Net Available Cash" of the Company means, for each
     fiscal year or other period, an amount equal to the total
     cash revenues and receipts of the Company from any source
     (including financings and refinancings) for such period, 
     less the sum of (i) cash payments made by the Company
     during such period in connection with the conduct of the
     Company's business (including the repayment of any Third
     Party Loans, current principal and interest payments on
     other Company debt, and payment of the Project Management
     and Consulting Fees, but excluding any payments or
     distributions pursuant to Section 7.3) and (ii) the
     amount of any increase during such period in, or amounts
     established during such period for, reasonable reserves
     for anticipated costs, expenses, liabilities and
     obligations of the Company, working capital needs of the
     Company or other appropriate Company purposes, as
     determined by the Management Committee pursuant to
     Section 5.3.
          "Offering Price" means, for purposes of Section
     8.2(c), a hypothetical amount of cash, calculated
     separately for each Member, which such Member would
     receive if the Total Value was paid to the Company and
     the proceeds thereof used to repay all outstanding CCLI
     Additional Capital Contributions and CCLI Loans[, to
     repay any outstanding balance of the AEC Loan] and to
     make distributions of Net Available Cash pursuant to
     Section 7.3 (excluding Section 7.3(a)).
          "Operating Budgets" means the annual written budgets
     and schedules and any amendments thereto, approved by the
     Management Committee pursuant to Section 5.3, setting
     forth in reasonable detail, all costs and expenses
     incurred or to be incurred in connection with the
     maintenance, management, marketing and operation of the
     Project.
          "Percentage Interest" or "Interest" means the
     percentage ownership interest of a Member in the Company,
     as set forth in Section 7.1.
          "Permitted Title Exceptions" means those matters
     affecting title to the Property which have been approved
     by CCLI, as set forth on attached Exhibit B.
          "Preferred Return" means an amount equal to a
     cumulative annual return at 1% per annum in excess of the
     CCLI Cost of Funds (except as otherwise provided in
     Section 6.2(e)), with respect to the daily balance of the
     CCLI Additional Capital Balance, compounded annually, as
     reduced (but not below zero) by the aggregate amount of
     Net Available Cash distributed to CCLI pursuant to
     Section 7.3(a)(ii).  
          "Preliminary Approval" means the certificate of
     preliminary approval for a gaming license granted to AEC,
     evidence of which approval is attached hereto as
     Exhibit C-1, and the petition for modification of
     certificate of preliminary approval, in the form attached
     hereto as Exhibit C-2.
          "Profits" and "Losses" means the taxable income or
     loss for federal income tax purposes of the Company for
     each fiscal year, plus income and gain of the Company
     exempt from federal income tax for such fiscal year, and
     minus Section 705(a)(2)(B) Expenditures for such fiscal
     year.  Any item of income, gain, loss, deduction or
     Section 705(a)(2)(B) Expenditure that is allocated in any
     fiscal year pursuant to Section 7.5(a), (b), (c) or (d)
     shall be excluded from the computation of Profits or
     Losses to be allocated for such fiscal year pursuant to
     Section 7.4.  Profits or Losses resulting from any
     disposition of Company property shall be computed by
     reference to the Gross Asset Value of the property
     disposed of, notwithstanding that the adjusted tax basis
     of such property differs from its Gross Asset Value.  In
     lieu of the depreciation, amortization or other cost
     recovery deductions taken into account in computing
     income for federal income tax purposes, there shall be
     taken into account Depreciation for such fiscal year.
          "Project" means a riverboat gaming operation and
     related facilities to be developed on or adjacent to the
     Property.  The Members contemplate that the Project will
     be completed in two phases, of which "Phase I" shall
     consist of  a riverboat gaming vessel, a dockside
     facility and related parking and "Phase II" shall consist
     of additional facilities designed to enhance the
     riverboat gaming operation, the general scope and purpose
     of which will be determined by the Management Committee
     pursuant to Section 5.3(b)(ii), and the specific design
     and construction of which will be determined by CCLI
     pursuant to Section 5.4(a).
          "Project Management and Consulting Fees" means the
     management fees payable to CCLI or its Affiliate pursuant
     to the Management Agreement and the consulting fees
     payable to AEC pursuant to the Consulting Agreement.
          "Property" means that certain parcel of land
     containing approximately 28 contiguous acres, located on
     Paris Road in St. Bernard Parish, State of Louisiana, as
     more particularly described on attached Exhibit A.
          "Regulations" means the Income Tax Regulations
     promulgated under the Code, as such regulations may be
     amended from time to time.
          "Section 705(a)(2)(B) Expenditure" means any
     expenditure of the Company described in Section
     705(a)(2)(B) of the Code or treated as such pursuant to
     Regulations Section 1.704-1(b)(2)(iv)(i).
          "Third Party Loans" means secured or unsecured
     financings arranged by CCLI or its Affiliates and
     obtained from unaffiliated third parties; each such
     financing to bear interest at the rate offered by the
     third party lender and to be repayable over such period
     and upon such terms and conditions as shall have been
     agreed upon between the third party lender and CCLI
     (after consultation with AEC).
          "Total Value" means, for purposes of Section 8.2(c),
     a hypothetical amount representing the total cash value
     of the Company, after liquidation of all assets and
     payment or reservation for payment of all liabilities to
     third parties, but prior to distribution of any Net
     Available Cash pursuant to Sections 7.3 or 11.2.

ARTICLE 2.  PRINCIPAL OFFICE; REGISTERED OFFICE AND AGENT
     Section 2.1    Principal Office.  The initial principal
office of the Company in the State of Louisiana shall be
located at 700 Camp Street, New Orleans, Louisiana  70130. 
The Company may have all such other offices, either within or
without the State of Louisiana, as the Management Committee
may designate from time to time.
     Section 2.2    Registered Office and Agent.  The address
of the initial registered office of the Company is 700 Camp
Street, New Orleans, Louisiana  70130, and the initial
registered agent at such address is James E. Smith, Jr.  The
registered office and agent may be changed from time to time
by action of the Management Committee and by filing the
prescribed form with the Louisiana Secretary of State.  The
Company shall keep at its registered office, originals or
copies of the records and information required pursuant to
R.S. 12:1319.

ARTICLE 3.  PURPOSE
     Section 3.1    Purpose.  The purposes for which the
Company is organized include, without limiting those
enumerated in the Articles of Organization, the acquisition of
the Property and the development, improvement, construction
and operation thereon of the Project, and for any other lawful
purposes incidental thereto for which a limited-liability
company may be organized under the laws of the State of
Louisiana, except banking or insurance.
     Section 3.2    Powers.  The Company shall have all the
powers granted to a limited-liability company under the laws
of the State of Louisiana.

ARTICLE 4.  TERM   
     Section 4.1    Duration.  The Company shall commence its
existence on the date its Articles of Organization and Initial
Report are filed with the Louisiana Secretary of State and
shall terminate fifty (50) years from that date, unless
earlier dissolved as provided by law, in this Agreement or in
the Articles of Organization.

ARTICLE 5.  MEMBERS; MANAGEMENT OF COMPANY
     Section 5.1    Members' Voting Rights.

          (a)  Each Member shall be entitled to cast a single
vote on all matters properly brought before the Members, and
except as otherwise expressly provided in this Agreement or in
the Articles of Organization, all decisions of the Members
shall be made by a majority vote of the Members.

          (b)  Notwithstanding R.S. 12:1318 B, only the
following matters shall require approval by the Members:

               (i)  The election to dissolve and wind up the
Company pursuant to Section 10.01(b).

               (ii) The sale, exchange or other transfer of
all or substantially all of the assets of the Company
(expressly excluding any lease, mortgage, pledge or similar
financing transactions).

               (iii)     The lease, mortgage, pledge or other
hypothecation of all or substantially all of the assets of the
Company, unless such transaction(s) is contemplated in an
approved Construction Budget or Operating Budget, in which
event such transaction(s) shall not require the independent
approval of the Members.

               (iv) The merger or consolidation of the
Company.

               (v)  The incurrence of indebtedness by the
Company other than in the ordinary course of its business; it
being expressly agreed and understood that any incurrence of
indebtedness as contemplated in an approved Construction
Budget or Operating Budget shall be deemed in the ordinary
course of the Company's business.

               (vi) The alienation, lease or encumbrance of
any immovables of the Company other than in the ordinary
course of its business, it being expressly agreed and
understood that any such alienation, lease or encumbrance
contemplated in an approved Construction Budget or Operating
Budget shall be deemed in the ordinary course of the Company's
business.

               (vii)     An amendment to the Articles of
Organization or this Agreement.  

               (viii)    Subject to Section 5.3, the selection
and removal of the Managers, the determination of their
compensation and the prescription of such powers and duties
for them as may be consistent with law, the Articles of
Organization and this Agreement.
               (ix) Such other matters as are expressly
reserved to the Members pursuant to any provisions of this
Agreement.
     Section 5.2    New Members.  A new Member may only be
admitted as a Member in the Company with the unanimous consent
of the existing Members; provided however, upon the occurrence
of any of the acts or events set forth in Section 10.1(c), the
remaining Member, acting alone, may admit one or more new
Members.  In any such event, the new Member shall execute a
written consent to be bound by the terms and provisions of
this Agreement.  The new Member and all existing Members shall
also execute Amended Articles of Organization to be filed with
the Secretary of State before the new Member becomes a Member
of the Company.
     Section 5.3    Managers; Management Committee.
          (a)  Except as otherwise provided in Section 5.4,
the management of  the Company's business shall be vested in a
Management Committee composed of six (6) Managers, of which
three of such Managers shall be appointed by AEC and three of
such Managers shall be appointed by CCLI.  The vote of a
majority in number of the Managers comprising the Management
Committee shall be required to act on any matter requiring
Management Committee approval; provided however, that until
such time as the AEC Loan has been paid in full and for so
long as any CCLI Guaranty remains outstanding, and/or during
any time that the amount of CCLI's Capital Contributions
exceeds the amount of AEC's Capital Contributions, CCLI shall
have the right to break any tie vote of the Management
Committee; provided further, however, that CCLI will consult
with AEC prior to making any such tie-breaking decision; and
provided further, however, that after the AEC Loan has been
paid in full, if Clyde T. Turner ceases to be associated with
CCLI, then CCLI will not have the right to break a tie vote of
the Management Committee concerning (i) approval of the Annual
Plan and Annual Operating Budget (as defined in and as
provided for pursuant to the Management Agreement), and (ii)
decisions regarding the development and construction of
additional capital facilities on the Property.  The powers
granted to the Management Committee shall include, without
limitation, the express powers:

               (i)  To conduct, manage and control the affairs
and business of the Company, and to make such rules and
regulations therefor consistent with law, the Articles of
Organization and this Agreement.
               (ii) To change the principal office of the
Company from one location to another within Louisiana; to fix
and locate from time to time one or more subsidiary offices of
the Company within or without the State of Louisiana; and to
designate any place within or without the State of Louisiana
for the holding of any Members' or Management Committee
meeting or meetings.
               (iii)     To borrow money and incur
indebtedness for the purposes of the Company, in accordance
with the approved Construction Budgets and Operating Budgets
and as directed by CCLI pursuant to Sections 6.2(a)(i) or
(iii), and to cause to be executed and delivered therefor, in
the Company's name, promissory notes, bonds, debentures, deeds
of trust, mortgages, pledges, hypothecations or other evidence
of debt and securities.
          (b)  Matters requiring Management Committee approval
shall include, without limitation, the following:
               (i)  the approval of the Estimated Project Cost
based upon estimates presented to the Management Committee by
CCLI.
               (ii) Decisions relating to the overall site
development of the Property, based upon submittals presented
to the Management Committee by CCLI.
               (iii)     Decisions relating to the annual
Operating Budgets for the Project and any amendments thereto.
          (c)  The Managers appointed to the Management
Committee by one Appointing Member may be removed at any time
either with or without cause, but only by such Appointing
Member.  Any Manager may resign at any time by giving written
notice to the Members.  Any such resignation shall take effect
at the date of receipt of such notice or at any later time
specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.  The applicable Appointing Member shall replace
any vacancy in the office of any Manager appointed by such
Appointing Member.  The Management Committee shall endeavor to
defer voting on any material matters while a vacancy exists. 
However, if a majority of the remaining Managers on the
Management Committee determine that it is necessary or
advisable to vote on a material matter prior to appointment of
a replacement Manager by the Appointing Member, then the
Management Committee may vote on such matter, but the
remaining Manager(s) appointed by the Appointing Member shall
have the right to cast an additional vote, so that each
Appointing Member shall be represented by an equal number of
votes on the Management Committee.  Each Manager on the
Management Committee shall be chosen annually by the
applicable Appointing Member and each shall hold office until
such Manager shall resign or shall be removed or otherwise
disqualified to serve, or the Manager's successor shall be
elected and qualified.
          (d)  The Management Committee may from time to time
authorize one or more Managers, acting alone or in concert, to
take such actions as may be necessary or advisable to
implement the policies and decisions of the Management
Committee including, without limitation, the execution and
delivery of documents and instruments as contemplated in
Section 5.3(a)(iii).
     Section 5.4    CCLI Decisions.  Notwithstanding anything
to the contrary contained in Sections 5.1 or 5.3 above, the
following matters shall be determined exclusively by CCLI, in
its capacity as a Member of the Company or by CCLI or an
Affiliate in its capacity as manager of the Project pursuant
to the Management Agreement; provided however, that CCLI shall
consult with AEC prior to making any of the following
decisions:
          (a)  All decisions relating to the development of
the Project including, without limitation, the concept,
design, Construction Budget, construction schedule and
selection of contractors and equipment suppliers, and any
amendments, modifications and supplements to any of the
foregoing.  In this connection, CCLI shall endeavor to cause
the Project to be designed and developed for a total cost in
the approximate range of the Estimated Project Cost; provided
however, (i) CCLI shall have the absolute right to deviate
from the Estimated Project Cost as CCLI, in the exercise of
its reasonable business judgment,shall from time to time
determine and (ii) in no event shall CCLI be deemed a
guarantor of any Project costs.
          (b)  All decisions relating to the operation of the
riverboat gaming facility comprising the Project including,
without limitation, the layout of the casino, marketing and
credit policies, internal control and security procedures, and
all decisions concerning employment and operation of the
Project.  It is acknowledged that employment decisions shall
be made with due consideration to guidelines recommended by
the State of Louisiana Riverboat Gaming Commission and/or
Riverboat Gaming Enforcement Division on local employment and
procurement, and the use of minority and women owned business
enterprises.  The initial casino manager shall be R. Zupella. 
Mr. Zupella shall be an "at will" employee and may be replaced
by CCLI should he fail to meet the performance standards as
established by CCLI from time to time, in its sole and
absolute discretion.
     Section 5.5    Books of Account.  Each of the Members
shall have the right at all reasonable times to review all
books of account and physical books and records of the
Company.  Each Member shall be entitled to review, for at
least thirty (30) days prior to filing, the annual Form 1065,
income tax returns, tax elections and other tax filings
proposed to be filed for the Company with the Internal Revenue
Service.  At the completion of each fiscal year, the books of
account and physical records of the Company shall be audited
by a certified public accounting firm selected by the
Management Committee.
     Section 5.6    Banking.  The Company shall establish one
or more general business bank accounts with such bank or banks
as may be determined by the Management Committee from time to
time.  All Company receipts shall be deposited to said account
or accounts of the Company, and all expenses of the Company
shall be paid from said account or accounts.
     Section 5.7    Authorization of Disbursement of Company
Funds.  Disbursement of Company funds, in payment of business
expenses or otherwise, shall be by appropriate check, draft or
other instrument and shall be drawn upon those signatures as
determined from time to time by the Management Committee.
     Section 5.8    General Restrictions.  No Member or
Manager shall have the right, power or authority to do any of
the following acts without the prior written consent of the
Members:
          (a)  expend or use any Company money or property
except upon the account of and for the benefit of the Company
or except as otherwise expressly provided in Section 6.6;
          (b)  mortgage, lease, pledge or otherwise dispose of
all, or substantially all, of the assets of the Company, other
than in the ordinary course of business; it being expressly
acknowledged that any transactions contemplated in an approved
Construction Budget or Operating Budget shall be deemed "in
the ordinary course of business;"
          (c)  pledge any of the Company's credit or property
for other than Company purposes;
          (d)  compromise, settle or release any debt due the
Company except upon full payment thereof or except in the
ordinary course of business;
          (e)  assign the Company's property in trust for
creditors or on the assignee's promise to pay the debts of the
Company;
          (f)  confess a judgment against the Company, the
Company's property or any of the Members;
          (g)  dispose of any of the goodwill of the Company
business; or 
          (h)  do any other act which would make it impossible
to carry on the ordinary business of the Company.
     Section 5.9    Progress Reports; Meetings.  The
Management Committee shall report not less frequently than
monthly to the Members concerning the progress of the
development, construction and operation of the Project.  Any
Member may call a special meeting of the Members and/or the
Management Committee for any purpose on giving three (3) days
prior written notice of the meeting (shorter notice may be
agreed upon by the parties in writing).  The notice shall
provide information as to time, place and agenda of the
meeting.
     Section 5.10   Salaries and Compensation to Members. 
Except as specifically provided in the Management Agreement or
the Consulting Agreement or as otherwise approved from time to
time by the Management Committee, the Company shall have no
duty or obligation to reimburse or compensate the Members,
their employees, assigns or Affiliates, for services rendered
on behalf of the Company, nor shall a Member be entitled to
salary or other compensation; provided however, the Company
shall be responsible for all Project costs as set forth in
approved Construction and Operating Budgets, and to the extent
that such costs are paid or loaned to the Company by a Member
or Affiliates, such Member shall be entitled to reimbursement
by the Company in the manner and at such times as is
specifically herein set forth.  Each Member shall pay its own
licensing costs and fees.
     Section 5.11   Company Property.  All property originally
brought into or transferred to the Company as capital
contributions of the Members or subsequently acquired by
purchase or otherwise by or on behalf of the Company, shall be
owned by and held in the name of the Company or in such
fictitious business names as are approved by the Management
Committee.
     Section 5.12   Other Business Activities.
          (a)  Each reference in this Section 5.12 to a
"Member" shall also mean and include each and every Affiliate
of such Member; it being expressly agreed and understood that
this Section 5.12 shall be deemed to apply to (and each Member
shall cause the provisions of this Section 5.12 to become
binding upon) each and every Affiliate of such Member.
          (b)  Each Member may be interested, directly or
indirectly, in various other businesses and undertakings not
included in the Company, including non-gaming-related
entertainment ventures wherever situated and gaming-related
ventures located outside of the radii specified in Section
5.12(c) below.  The Members hereby agree that the creation of
the Company and the assumption by each of the Members of their
duties hereunder shall, subject to the provisions of Section
5.12(c) below, be without prejudice to their rights to have
such other interests and activities and to receive and enjoy
profits and compensation therefrom.  Subject to the provisions
of Section 5.12(c) below, each Member waives any rights it
might otherwise have to share or participate in such other
interests or activities of the other Members.  Subject to the
provisions of Section 5.12(c) below, any Member may engage in
or possess any interest in any other business venture of any
nature or description independently or with others, and
neither the Company nor any other Member shall have any right
by virtue of this Agreement in and to such venture or the
income or profits derived therefrom.
          (c)  Notwithstanding the provisions of Section
5.12(b) above, in the event that (i) prior to the 
commencement of operations at the Project and for a period of
three (3) years thereafter, any Member shall desire to
directly or indirectly participate (as an owner, operator,
manager, developer, lender, investor or in any other similar
capacity) in any gaming-related venture (a "Gaming Project")
within that area of Louisiana falling within a 150 mile radius
(to include Lafayette) of the Property or (ii) during the
balance of the term of this Agreement, any Member shall desire
to so participate in any such Gaming Project within that area
of Louisiana falling within a 75 mile radius (to include Baton
Rouge) of the Property, such Member (the "Offering Member")
shall offer to the other Member (the "Receiving Member") the
right to participate with the Offering Member in such proposed
Gaming Project, upon such terms and conditions as the Offering
Member shall reasonably propose, consistent with then-current
market conditions.  The Offering Member shall give written
notice thereof to the Receiving Member, which notice shall
include (i) a general description of the proposed Gaming
Project, including such detail as a prudent investor would
customarily require in order to make an informed investment
decision, (ii) to the extent reasonably available, pro forma
budgets of development and construction costs and projections
of income and expense and (iii) the proposed economic terms
and conditions upon which the Offering Member and the
Receiving Member would jointly participate in such proposed
Gaming Project.  The Receiving Member shall have ten (10) days
after receipt of such notice and supporting documentation in
which to negotiate a mutually acceptable agreement whereby the
Offering Member and the Receiving Member will jointly
participate in the development of the Proposed Development
Project.  If the Receiving Member declines  the Offering
Member's offer, or if the parties, after proceeding in good
faith and with due diligence, are unable to reach agreement
within said 10-day periiod, then, unless otherwise approved by
both Members in their sole and absolute discretion, the offer
shall be deemed to have expired and neither Member shall
participate in any manner in such proposed Gaming Project
without the involvement of the other Member.
     Section 5.13   Project Management.  Concurrently with the
execution and delivery of this Agreement, the Company shall
enter into the Management Agreement with CCLI (or an Affiliate
designated by CCLI) and the Consulting Agreement with AEC. 
The termination of the Management Agreement for any reason
whatsoever shall, without the necessity of further action by
any party, result in the automatic termination of the
Consulting Agreement, effective as of the termination date of
the Management Agreement.  So long as the Company owns the
Project and AEC is a Member of the Company, a termination of
the Consulting Agreement (other than a voluntary termination
thereof) shall, without the necessity of further action by any
party, result in the automatic termination of the Management
Agreement, effective as of the date of termination of the
Consulting Agreement.

ARTICLE 6.  CAPITAL CONTRIBUTIONS; LOANS; INITIAL PUBLIC
OFFERING
                        Section 6.1    Initial Capital
Contributions.  
          (a)  (i)  AEC shall initially contribute to the
capital of the Company, (i) fee simple title to the Property,
subject only to any Permitted Title Exceptions and (ii) the
Intangibles, free and clear of all liens and third party
claims, except as shall have been expressly approved in
advance in writing by CCLI.  Such contribution of the Property
shall be deemed to have an agreed value of $7,000,000.00. 
Such contribution of the Intangibles shall be deemed to have
an initial agreed value of $1.00, which agreed value shall be
deemed increased to $13,000,000.00 if, as and when, the Final
Approval is issued.
               (ii) AEC shall execute and deliver to the
Company, such deeds, bills of sale, assignments and other
instruments of conveyance as may, in the opinion of CCLI and
its counsel, be necessary or advisable to vest title to the
Property and the Intangibles in the Company.  Concurrently
with the conveyance of the Property to the Company, AEC shall
cause to be issued in favor of and delivered to the Company,
an ALTA extended coverage owner's policy of title insurance
(or equivalent) in a liability amount of not less than
$7,000,000.00, showing fee simple title to the Property to be
vested in the Company, subject only to the Permitted Title
Exceptions and/or such other matters affecting title to the
Property as shall have been approved in advance in writing by
the Members in their sole and absolute discretion.

               (iii)     In the event that either Member
determines that any additional properties, purchase
agreements, options, leases or governmental approvals,
permits, licenses and/or waivers are necessary or advisable
for the full development and operation of  the Project, AEC
shall proceed with due diligence and use its best efforts to
cause such property rights and entitlements to be transferred,
assigned and conveyed to the Company at a price to the Company
equal to AEC's actual out-of-pocket costs (as approved by
CCLI), and without any profit, mark-up, commission, finder's
fee or similar payment of whatsoever nature to AEC or its
Affiliates.
          (b)  CCLI shall initially contribute to the capital
of the Company, cash (or equivalent) in the aggregate amount
of $20,000,000.00.
          (c)  Except as otherwise expressly provided in
Section 6.1(a) above, AEC shall not be obligated to make any
additional Capital Contributions.
     Section 6.2    Additional Capital Requirements.
          (a)  If and to the extent the Management Committee
determines that additional funds are or will be required for
the payment of Project costs, expenses and obligations (as set
forth in approved Construction Budgets or Operating Budgets),
CCLI shall use its commercially reasonable efforts to arrange
for the funding of such requirements using, at its election,
one or more of the following sources:
               (i)  Third Party Loans;
               (ii) CCLI Additional Capital Contributions; or
               (iii)     CCLI Loans;
provided however, that in no event shall CCLI (or any
Affiliate) be deemed obligated to make or provide any such
contributions or loans from its own funds.

          (b)  Any financing arranged by CCLI pursuant to
Section 6.2(a) shall not impose any personal liability upon
the Members or their respective officers, directors or
shareholders, and shall not decrease either Member's interest
in the Company, unless expressly approved in advance in
writing by the Members.

          (c)  Except as provided in Section 6.2(a), any other
loans or advances to or for the benefit of the Company shall
be subject to the prior written approval of the Management
Committee.
          (d)  The provisions of this Article 6 are solely and
exclusively for the benefit of the Members (and their
permitted successors and assigns), and may only be enforced
by, the Members (or such permitted successors and assigns),
and shall not inure to the benefit of, or be enforceable by,
any third parties, including without limitation, any creditors
of the Company.
          (e)  Notwithstanding anything to the contrary
contained herein, in the event CCLI makes a CCLI Additional
Capital Contribution or CCLI Loan to the Company and the
source of at least 90% of the funds used therefor is a non-
recourse mortgage loan obtained by CCLI or an Affiliate of
CCLI from a third-party lender, secured solely by security
interests in the Project, then in such event, the Preferred
Return on any such CCLI Additional Capital Contribution or the
interest rate on any such CCLI Loan, as the case may be, shall
be the CCLI Cost of Funds and not one percent (1%) in excess
of the CCLI Cost of Funds.

          (f)  (i)  Notwithstanding anything to the contrary
contained herein, in the event that in any fiscal year there
is insufficient Net Available Cash to make the full amount of
distributions set forth in Section 7.3(a)(v), solely by reason
of the fact that distributions have been made pursuant to
Sections 7.3(a)(i), (ii), (iii) or (iv), then in such event,
CCLI shall make a CCLI Loan to the Company in an amount equal
to the lesser of (A) such shortfall or (B) the aggregate
distributions received by CCLI pursuant to Sections 7.3(a)(i),
(ii), (iii) and (iv) for such fiscal year, and the proceeds of
such CCLI Loan shall be deemed Net Available Cash and shall be
distributed to the Members in accordance with Section
7.3(a)(v).
               (ii) Notwithstanding anything to the contrary
contained herein, in the event that in any fiscal year there
is insufficient Net Available Cash to make the full amount of
distributions set forth in Section 7.3(a)(v), solely by reason
of the fact that Company funds which would otherwise have been
available as Net Available Cash were used for capital
expenditures in excess of the greater of (A) the amounts
permitted to be expended for capital expenditures pursuant to
Sections 6.4 (capital and riverboat replacements), 6.12
(compliance with governmental requirements) and 6.13
(emergency expenditures) of the Management Agreement or (B)
amounts approved by AEC in an Annual Budget (as defined in the
Management Agreement), then in such event, CCLI shall make a
CCLI Loan to the Company in an amount equal to the lesser of
(x) such shortfall or (y) the amount of Net Available Cash
that would have been distributed to the Members for such
fiscal year pursuant to Section 7.3(a)(v) if such excess
capital expenditures had not been made, and the proceeds of
such CCLI Loan shall be deemed Net Available Cash and shall be
distributed to the Members in accordance with Section
7.3(a)(v).
               (iii)     Any CCLI Loan made pursuant to this
Section 6.2(f) shall bear interest from the date(s) of advance
until repaid at the BofA Prime Rate.
     Section 6.3    Interest.  No Member shall be entitled to
interest on its Initial Capital Contributions; however, the
provision of this Section shall not impair the obligation of
the Company and the right of CCLI to receive interest and
Preferred Return upon its Loans and Additional Capital
Contributions to the Company as hereinabove provided.
     Section 6.4    Withdrawal of Capital.  No Member shall
withdraw any portion of the capital of the Company without the
express consent of the Management Committee.
     Section 6.5    Capital Account.  An individual Capital
Account shall be established and maintained for each Member. 
The Capital Account of each Member shall be equal to the
aggregate amount of cash contributed by such Member to the
Company, increased by (i) the fair market value of property
contributed by such Member to the Company (other than a
promissory note by such Member who is the maker of such note),
net of liabilities secured by such property that the Company
assumes or takes the property subject to, (ii) the amount of
any Company liabilities assumed by such Member other than
liabilities secured by property distributed to such Member,
(iii) such Member's distributive share of Profits of the
Company and (iv) any items in the nature of income and gain
which are excluded from the definitions of Profits and Losses
and allocated to such Member, and reduced by (i) such Member's
distributive share of Losses, (ii) the amount of any
distributions of cash to such Member, (iii) the amount of
liabilities of such Member assumed by the Company, other than
liabilities secured by property contributed by such Member,
(iv) the fair market value of property (net of liabilities
assumed by such Member and liabilities to which such
distributed property is subject) distributed to such Member,
and (v) any items in the nature of deductions or losses which
are excluded from the definitions of Profits and Losses and
allocated to such Member.  Upon a distribution of property,
other than one described in Section 7.5(f), the Capital
Account of each Member shall be adjusted as provided in
Regulations Section 1.704-1(b)(2)(iv)(e).  In the event the
Gross Asset Values of Company assets are adjusted pursuant to
Section 7.5(f), the Capital Account of each Member shall be
adjusted simultaneously to reflect the aggregate net
adjustment as if the Company recognized gain or loss equal to
the amount of such aggregate net adjustment.  The foregoing
provisions and the other provisions of this Agreement relating
to the maintenance of Capital Accounts are intended to comply
with Regulations Sections 1.704-1(b) and 1.704-2 and shall be
interpreted and applied in a manner consistent with such
Regulations.  For purposes of this section, the term Member
shall include any predecessor in interest of such Member.
     Section 6.6    AEC Loan.  Concurrently with (i) the
contribution by AEC to the Company of the Property and the
Intangibles pursuant to Section 6.1(a); (ii) the approval by
the Management Committee of the Estimated Project Cost
pursuant to Section 5.3(b)(i) and the overall plan for site
development of the Property pursuant to Section 5.3(b)(ii);
and (iii) the issuance of the Conditional Approval, the
Company shall loan to AEC, an amount not to exceed
$10,000,000, which AEC Loan shall be evidenced by a recourse
promissory note in the form attached hereto as Exhibit F,
secured by a security and pledge agreement encumbering AEC's
interest in the Company, in the form attached hereto as
Exhibit G, and guaranteed by Georgusis pursuant to a guaranty
in the form attached hereto as Exhibit H (collectively, the
"AEC Loan Documents").  The AEC Loan shall bear interest at a
rate equal to one percent (1%) per annum in excess of the B of
A Prime Rate.  The proceeds of the AEC Loan may be drawn in
multiple advances, at any time within one (1) year of the
initial loan advance (the "first draw"), provided AEC is not
in default under the AEC Loan Documents or this Agreement. 
The AEC Loan shall be repaid in installments equal to the
greater of (i) annual payments of interest-only commencing one
year after the first draw or (ii) the amount of Net Available
Cash deemed distributed to AEC pursuant to Section 7.3(b);
with the outstanding balance of principal and accrued but
unpaid interest all due and payable not later than six (6)
years after the first draw.  At the election of CCLI, the
outstanding balance of the AEC Loan may be accelerated upon
(i) the failure of AEC to make any payment when due under the
AEC Loan which failure remains uncured for a period of ten
(10) days after notice or the occurrence of any non-monetary
default under the AEC Loan Documents which default remains
uncured for a period of thirty (30) days after notice; (ii)
the occurrence of any Event of Default by AEC under this
Agreement, (iii) the occurrence of any event requiring
dissolution of the Company pursuant to Section 10.1, or
(iv) the occurrence of any event which triggers the "buy-sell"
provisions pursuant to Section 8.2.  The AEC Loan may be
prepaid in whole or in part at any time without premium or
penalty therefor.  Pursuant to Section 8.11(b), CCLI hereby
consents to AEC's pledge of its Membership interest in the
Company pursuant to the above-referenced security and pledge
agreement.
     Section 6.7    Initial Public Offering.  After the
Project is in operation, the Management Committee will cause
the Company to engage a national investment
banking/underwriting firm to advise the Company on the
advisability/feasibility of retiring debt and invested capital
and commencing an initial public offering or institutional
private placement of equity or debt interests in the Company's
business.  Upon approval by the Members, the Company will take
the actions reasonably necessary or advisable to proceed with
such initial public offering or private placement.

ARTICLE 7.  PERCENTAGE INTERESTS;
CASH DISTRIBUTIONS; ALLOCATIONS OF PROFIT AND LOSS
     Section 7.1    Percentage Interests.  The Members shall
have the following Percentage Interests in the Company:
                    AEC  50%
                    CCLI 50%
     Section 7.2    Periodic Determination of Net Available
Cash.  Not more frequently than monthly and not less than
annually, the Management Committee shall review the cash flow
of the Company and, consistent with prudent business
practices, shall determine the amounts, if any, of funds
available for designation and distribution as Net Available
Cash.
     Section 7.3    Distribution of Net Available Cash.  
          (a)  Net Available Cash with respect to each fiscal
year shall be distributed in the following order of priority:
              (i)       First, to CCLI, an amount equal to all
       accrued but unpaid interest with respect to any
       outstanding CCLI Loans; 
       
             (ii)       Second, to CCLI, an amount equal to its
       Preferred Return;
       
            (iii)       Third, to CCLI, an amount equal to the
       Current Year Amortization for such fiscal year with
       respect to all outstanding CCLI Loans;
       
             (iv)       Fourth, to CCLI, an amount equal to the
       Current Year Amortization for such fiscal year with
       respect to all CCLI Additional Capital
       Contributions;
       
              (v)      Fifth, to each Member, an amount equal to
       (or in proportion to if less than) 35% (or such
       other percentage as the Members shall mutually
       agree) of the net income for federal income tax
       purposes allocated to such Member by the Company
       with respect to such fiscal year;
       
             (vi)       Sixth, to CCLI, an amount equal to the
       outstanding principal balance and all accrued but
       unpaid interest on the AEC Loan;
       
            (vii)       Seventh, to the Members, until CCLI has
       received distributions of Net Available Cash
       pursuant to Section 7.3(a)(vii)(A) equal to the sum
       of the outstanding principal balance on any CCLI
       Loans and the CCLI Additional Capital Balance:  
       
                 (A)  70% to CCLI, and
                 
                 (B)  30% to the Members, pro rata in accordance
                      with their respective Percentage
                      Interests; and
       
           (viii)      Eighth, the balance of any Net Available
       Cash, to the Members, pro rata in accordance with
       their respective Percentage Interests.  
            
       (b)  An amount equal to the Net Available Cash
distributed to CCLI pursuant to Section 7.3(a)(vi) shall be
deemed received by AEC as a distribution of Net Available Cash
followed by a payment by AEC to the Company with respect to
the AEC Loan.  Such deemed payment by AEC shall be applied
first to accrued but unpaid interest and then to the
outstanding principal balance of the AEC Loan.
       (c)  The outstanding principal balance of each CCLI Loan
and the CCLI Additional Capital Balance shall each be
proportionately reduced (but not below zero) by 50% of the
amount of any distributions of Net Available Cash to CCLI
pursuant to Section 7.3(a)(iii) and by 100% of the amount of
any distributions of Net Available Cash to CCLI pursuant to
Section 7.3(a)(vii)(A).
            Section 7.4    Determination and Allocation of
       Profits and Losses.  
       
       (a)  Losses of the Company for each fiscal year shall be
allocated to the Members, pro rata in accordance with their
respective Percentage Interests; provided, however, that any
Losses of the Company attributable to the Intangibles shall be
allocated to AEC.
       (b)  Profits of the Company for each fiscal year shall be
allocated as follows:
                        (i)     First, to CCLI, an amount equal to
       the excess, if any, of 1% per annum in excess of the
       CCLI Cost of Funds, cumulative, compounded annually,
       with respect to the daily balance of the CCLI
       Additional Capital Balance over the cumulative
       amount of Profits allocated to CCLI pursuant to this
       Section 7.4(b)(i); and
       
                        (ii)    Second, to the Members, pro rata in
       accordance with their respective Percentage Interests.

       Section 7.5    Tax Regulatory Provisions.
            (a)  Notwithstanding the provisions of Section 7.4,
in no event shall any allocation of Losses (or any other loss,
deduction or Section 705(a)(2)(B) Expenditure) to any Member
cause such Member to have or increase a deficit balance in its
Capital Account.
            (b)  If a Member receives an adjustment, allocation
or distribution described in Regulations Section 1.704-
1(b)(2)(ii)(d)(4), (5) or (6) which creates or increases a
deficit balance (taking into account distributions, other than
distributions in liquidation of the Company, reasonably
expected to be made) in the Member's Capital Account (as
provided in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5)
or (6)), the Company shall allocate items of income or gain
(as those terms are used in Regulations Section 1.704-
1(b)(2)(ii)(d)) to such Member in an amount and manner to
eliminate the Member's Capital Account deficit attributable to
such adjustment, allocation or distribution as quickly as
possible.
            (c)  If there is a net decrease in the Company's
Minimum Gain during any fiscal year, each Member shall be
allocated items of income and gain for such fiscal year equal
to such Member's share of the net decrease in Minimum Gain
during such fiscal year in accordance with Regulations
Sections 1.704-2(f) and (g).
            (d)  Any item of Company loss, deduction or Section
705(a)(2)(B) Expenditure that is attributable to Member
Nonrecourse Debt shall be allocated to the Member or Members
that bear the economic risk of loss with respect to such
Member Nonrecourse Debt in accordance with Regulations Section
1.704-2(i).  If there is a net decrease during any fiscal year
in the minimum gain attributable to a Member Nonrecourse Debt
(within the meaning of Regulations Section 1.704-2(i)(3)),
then any Member with a share of the minimum gain attributable
to such Member Nonrecourse Debt at the beginning of such
fiscal year shall be allocated items of Company income and
gain for such fiscal year (and, if necessary, for subsequent
fiscal years) equal to such Member's share of the net decrease
in Member Nonrecourse Debt Minimum Gain as provided in
Regulations Section 1.704-2(i)(4).
            (e)  In accordance with Section 704(c) of the Code
and Regulations Section 1.704-1(b)(2)(iv)(d), income, gain,
loss and deduction with respect to any property contributed to
the capital of the Company shall, solely for tax purposes, be
allocated among the Members so as to take account of any
variation between adjusted basis of such property to the
Company and its initial Gross Asset Value.  In the event the
Gross Asset Value of any Company property is adjusted (other
than for Depreciation) subsequent allocations of income, gain,
loss and deduction with respect to such property shall take
account of any variation between the adjusted basis of such
property and its Gross Asset Value in the same manner as under
Section 704(c) and the Regulations thereunder.  Any elections
or other decisions relating to such allocation shall be made
by the Members in a manner that reasonably reflects the
purpose and intention of this Agreement.
            (f)  The Gross Asset Values of all Company assets
may be adjusted by the Members in accordance with Regulations
Section 1.704-1(b)(2)(iv) to equal their respective gross fair
market values as reasonably determined by the Members as of
the following times:  (i) the acquisition of an additional
interest in the Company by any new or existing Member in
exchange for more than a de minimis capital contribution; (ii)
the distribution by the Company to a retiring or continuing
Member as consideration for an interest in the Company of more
than a de minimis amount of money or other Company property;
and (iii) the Liquidation of the Company.  In such event, if
the Gross Asset Value of an asset does not equal its adjusted
basis for federal income tax purposes, such Gross Asset Value
shall thereafter be adjusted by the Depreciation taken into
account with respect to such asset for purposes of computing
Profits and Losses.
            (g)  For purposes of Sections 7.5(a), (b), (c) and
(d), there shall be excluded from any deficit in a Member's
Capital Account any amount such Member is obligated to restore
to its Capital Account under Regulations Section 1.704-
1(b)(2)(ii)(c), as well as any addition thereto pursuant to
the penultimate sentences of Regulations Sections 1.704-
2(g)(l) and 1.704-2(i)(5) after taking into account thereunder
any changes during such fiscal year in Minimum Gain and Member
Nonrecourse Debt Minimum Gain.
            (h)  For purposes of Sections 7.5(a), (c) and (d),
each Member's Capital Account shall be reduced by the items
described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5)
and (6).
            (i)  To the extent that Profits includes any income
or gain which for federal income tax purposes is treated as
ordinary income from recapture of depreciation, such Profits
treated as ordinary income shall be apportioned among the
Members, to the extent of Profits allocated to the Members,
pro rata in accordance with the prior allocation of
depreciation to which such recapture is attributable.

            (j)  If there is any conflict in the application of
the following Sections, they shall be applied in the following
order of priority:  (i) Section 7.5(c), (ii) Section 7.5(d),
(iii) Section 7.5(b), (iv) Section 7.5(a) and (v) Section 7.4.
            (k)  If there is a Liquidation of the Company, the
Capital Accounts of the Members shall be adjusted to reflect
the actual or anticipated Profits or Losses allocable among
the Members shall be adjusted in accordance with, or as if
there had been, an actual disposition of the Company's
property at its fair market value.
            (l)  Upon the transfer of an Interest in the
Company, the Transferor's Capital Account that is attributable
to the transferred Interest shall carry over to the transferee
Member.  If the transfer of any Interest in the Company causes
a termination of the Company under Section 708(b)(1)(B) of the
Code, the Capital Account that carries over to the transferee
Member shall be adjusted in accordance with Regulations
Section 1.708-1(b)(2)(iv)(e) in connection with Regulations
Section 1.708-1(b)(12)(iv).  The constructive reformation of
the Company shall be treated as the formation of a new limited
liability company, and the capital accounts of the Members of
such new limited liability company shall be determined and
maintained accordingly.
       Section 7.6    Taxable Year and Accounting Method. 
Except as otherwise required by the Code or the Regulations,
the Company's taxable year shall be the calendar year.  The
Company shall use the accrual method of accounting for federal
income tax purposes.

       Section 7.7    Tax Elections.  CCLI shall have the
authority to make any election or other determination on
behalf of the Company provided for under the Code or any
provision of state or local tax law.  In making such
elections, CCLI shall consider the interests of both Members
as well as that of the Company.

       Section 7.8    Tax Matters Partner.  The Tax Matters
Partner (within the meaning of Section 6231(a)(7) of the Code)
of the Company shall be CCLI.  In the event of an
administrative or judicial proceeding, the Tax Matters Partner
shall regularly consult with AEC regarding all significant
decisions affecting such proceeding.  The Tax Matters Partner
shall have the right to determine whether to challenge a final
partnership administrative adjustment by initiating an action
in the Tax Court or, if advised by counsel to do so and with
the consent of AEC, in the United States District Court or the
Claims Court.

ARTICLE 8.  TRANSFER OF MEMBERS' INTERESTS
       Section 8.1    Transfer of Members' Interests.  
            (a)  The Interest of each Member of the Company is
personal property.  Except  as otherwise provided in this
Agreement, the "transfer" of a Member's Interest or portion
thereof or interest therein shall include a gift, sale,
transfer, assignment, hypothecation, pledge, encumbrance or
any other disposition, whether voluntary or involuntary, by
operation of law or otherwise, including without limitation,
any transfer occurring upon or by virtue of the dissolution,
bankruptcy or insolvency of a Member; the appointment of a
receiver, trustee or conservator or guardian for a Member or
its property; or pursuant to the will of a Member or the laws
of descent and distribution in the event of a Member's death;
pursuant to court order in the event of divorce, marital
dissolution, legal separation or similar proceedings; or
pursuant to any loan or security agreement under which any of
the Member's interests are pledged or otherwise serve as
collateral, as well as the transfer of any such interest in
the event recourse is made to such collateral.
            (b)  Except as otherwise provided in Section 8.2(c),
neither Member shall transfer all or any portion of its
Interest in the Company without the prior written consent of
the other Member, which consent may be granted or withheld in
its sole discretion.
       Section 8.2    Major Decisions: Deadlock: Buy-Sell
Agreement.
            (a)  For purposes of this Section, the term "Major
Decision" shall mean any action (or election not to act) by or
on behalf of the Company which, pursuant to the provisions of
this Agreement, requires the approval of all or a majority of
the Members or the Management Committee, and which may have,
or which may be anticipated to have, a material effect on the
business and operation of the Company.
            (b)  In the event the voting rights of the Members
or the Management Committee are evenly divided with respect to
a Major Decision and the Members or the Management Committee
are unable to reach agreement with respect to a proposed
course of action within fifteen (15) days after a request for
action by any Member, then in such an event (except as
otherwise provided in Section 5.3(a) above), a deadlock (the
"Deadlock") shall be deemed to exist.
            (c)  At any time after the occurrence of a Deadlock
and prior to a resolution thereof among the Members or the
Management Committee, as applicable, or at any time after 36
months from the commencement of operations at the Project
(whether or not a Deadlock exists), either Member (the
"Offering Member") may, upon written notice to the other
Member (the "Offering Notice"), propose a Total Value which
would be the basis for calculating the applicable Offering
Price at which the Offering Member is willing to either (i)
sell to the other Member all of the Offering Member's Interest
or (ii) purchase from the other Member all of the other
Member's Interest; provided however, that such Total Value
shall not be less than an amount sufficient to repay the
outstanding balance of principal and accrued but unpaid
interest due under the AEC Loan pursuant to Section 7.3.  The
other Member shall have a period of thirty (30) days after
delivery of the Offering Notice in which to elect, by written
notice to the Offering Member (the "Response Notice") to
either (i) purchase all of the Interest of the Offering Member
at the applicable Offering Price or (ii) sell all of its
Interest to the Offering Member at the applicable Offering
Price.  The failure of the other Member to duly and timely
give a Response Notice shall constitute its election to sell
all of its Interest to the Offering Member at the applicable
Offering Price.  Unless otherwise approved by the Members,
such purchase and sale shall be consummated within nine (9)
months after the expiration of the 15-day notice period and at
least thirty percent (30%) of the purchase price for the
Interest being sold or purchased shall be payable at the
closing in cash (or by wire transfer in immediately available
funds).  The balance of the purchase price shall be paid in
five (5) equal annual installments of principal, together with
interest on the unpaid principal balance at one percent (1%)
per annum in excess of the B of A Prime Rate, and shall be
secured by (i) a deed of trust (or equivalent) encumbering the
Project (subject and subordinate only to any secured debt
existing as of the date of closing of such purchase) and (ii)
an assignment of all rights to receive any proceeds from the
Project.  Notwithstanding any other provisions hereof to the
contrary, any Member shall not be required to close on the
purchase of any Interest in accordance with this Section
unless the representations and warranties of the selling
Member as set forth in Section 8.4 shall be true and correct
in all material respects as of the date of such closing, and
the selling Member shall deliver a certificate to such effect
to the purchasing party dated as of the closing date.
            (d)  At any time after the occurrence of an Event of
Default under this Agreement, the non-defaulting Member,
without limiting any other rights or remedies it may have
under this Agreement, any other agreement or instrument
relating to or arising out of this Agreement, at law or in
equity, may, upon written notice to the Defaulter (the
"Appraisal Notice"), elect to either sell its Interest to the
Defaulter or purchase the Interest of the Defaulter; provided
however, that for purposes of determining the purchase price
hereunder, the "Total Value" shall be an amount equal to the
fair market value of the Project, as determined by mutual
agreement of the Members or by appraisal, but in no event less
than an amount sufficient to repay the outstanding balance of
principal and accrued but unpaid interest due under the AEC
Loan pursuant to Section 7.3.  If the Members are unable to
mutually agree upon the fair market value of the Project
within thirty (30) days after delivery of the Appraisal
Notice, the non-defaulting Member shall select a reputable,
disinterested appraiser who shall furnish the Members with a
written Appraisal within thirty (30) days of the selection,
setting forth the determination of the fair market value of
the Project as of the date of the Appraisal Notice.  Such
Appraisal shall assume that the Project shall be the highest
and best use of the Property, shall assume that the assets are
subject to any agreements, including without limitation,
leases, management and service agreements then in effect,
except this Agreement, and shall include the value of any
gaming licenses and similar intangible assets, but shall
exclude any other intangible assets such as good will.  The
cost of the Appraisal shall be at the expense of the
Defaulter.
       Section 8.3    Representations and Warranties of the
Members.  As of the date of exercise of any option and closing
of any sale pursuant to this Article 8, each of the Members
represents and warrants to the Company and the other Members
with respect to itself as follows:
            (a)  Such Member is the lawful owner of and has the
full right, power and authority to sell, transfer and deliver
the Interest of the Company which it purports to own, and the
sale, transfer and delivery of such Interests of the Company
in accordance therewith will transfer good and marketable
title thereto free and clear of all liens, encumbrances,
claims or right of the third parties of every kind and nature
whatsoever, subject only to the provisions of this Agreement.
            (b)  The Interests of the Company owned by such
Member have been duly authorized and are fully paid and non-
assessable (except as otherwise stated).  There are no
existing options, warrants, calls or commitments on the part
of any Member relating to such Interests.  No voting
agreements or restrictions of any kind other than those set
forth in this Agreement affect the rights of any such
Interests of the Company or such Member.
            (c)  Such Member has the right and power to enter
into this Agreement, and this Agreement has been fully
executed and delivered and constitutes the valid and binding
obligation of such Member.  No consent of any person not a
party to this Agreement and no consent  of any governmental
authority is required to be obtained on the part of such
Member in connection with or resulting from the execution or
performance of this Agreement.

ARTICLE 9.  EVENTS OF DEFAULT
       Section 9.1    Events of Default.  The occurrence of any
of the following events shall constitute an event of default
("Event of Default") hereunder on the part of the Member to
whom such event occurs (the "Defaulter") if within thirty (30)
days following the Defaulter's receipt of notice of such
default from the other Member, or within ten (10) days where
the default is due solely to the non-payment of monies,
whichever is applicable, the Defaulter fails to pay such
monies or in the case of non-monetary defaults, fails to
commence substantial efforts to cure such default or
thereafter fails within a reasonable time to prosecute to
completion with diligence and continuity the curing of such
default; provided, however, that the occurrence of any of the
events described in Section 9.1(b) below shall constitute an
Event of Default immediately upon such occurrence without any
requirement of notice or the passage of time except as
specifically set forth in any such subparagraph.
            (a)  the violation by a Member of any of the
restrictions set forth in Article 8 of this Agreement upon the
right of a Member to transfer its Interest;
            (b)  (i)  institution by a Member of proceedings 
under any laws of the United States or any state, whether now
existing or subsequently enacted or amended, for the relief of
debtors wherein such Member is seeking relief as debtor; (ii)
a general assignment by a Member for the benefit of creditors;
(iii) the institution by a Member of a proceeding under any
section or chapter of the Federal Bankruptcy Code as now
existing or hereafter amended or becoming effective; (iv) the
institution against a Member of a proceeding under any section
or chapter of the Federal Bankruptcy Code as now existing or
as hereafter amended or becoming effective, which proceeding
is not dismissed, stayed or discharged within a period of
sixty (60) days after the filing thereof or, if stayed, which
stay is thereafter lifted without a contemporaneous discharge
or dismissal of such proceeding; (v) a proposed plan of
arrangement or other action by a Member's creditors taken as a
result of a general meeting of the creditor of such Member;
(vi) admission by a member in writing of its inability to pay
its debts as they mature; (vii) the attachment, execution or
other judicial seizure of all or any substantial part of a
Member's assets or of a Member's Percentage Interest, or any
part thereof, such attachment, execution or seizure being with
respect to an amount not less than Five Thousand Dollars
($5,000.00) and remaining undismissed or undischarged for a
period of fifteen (15) days after the levy thereof, if the
occurrence of such attachment, execution or other judicial
seizure would reasonably tend to have a materially adverse
effect upon the performance by such Member of its obligations
under this Agreement; provided, however, that any such
attachment, execution or seizure  shall not constitute an
Event of Default hereunder if such Member posts a bond
sufficient to fully satisfy the amount of such claim or
judgment within fifteen (15) days after the levy thereof and
the Member's assets are thereby released from the lien of such
attachment (any of the foregoing hereinafter referred to as an
"Act of Insolvency");
            (c)  any breach by a Member of its representations
and warranties pursuant to Article 13 or any material default
in performance of, or failure to comply with any other
agreements, obligations or undertakings of a Member herein
contained;  

            (d)  causing or permitting an event of default under
any Third Party Loan or other permitted mortgage loan
encumbering the Project; 
            (e)  any default in the payment or performance of
the AEC Loan and the Georgusis Guaranty; and
            (f)  the rejection of a Member for licensing by the
Louisiana gaming authorities or any other event involving a
Member which results in the Company or a Member becoming
unable to conduct a gaming business.
       Section 9.2    Remedies Upon Default.  Upon the
occurrence of any Event of Default, the non-defaulting Member
shall have the right, without limitation, to exercise any and
all rights and remedies set forth in Agreement and/or as may
otherwise be available at law and in equity against Defaulter.

ARTICLE 10.  EVENTS REQUIRING DISSOLUTION OF THE COMPANY/CONSENT
             TO CONTINUE
       Section 10.1   Events Requiring Dissolution.  The Company
shall be dissolved upon the occurrence of any of the following
events:
            (a)  The expiration of the fifty (50) year term of
the Company;
            (b)  The unanimous written consent of all Members; 
            (c)  The death, interdiction, withdrawal, expulsion,
bankruptcy or dissolution of a Member, or the occurrence of
any other event which terminates a Member's continued
membership in the Company, unless within ninety (90) days
after such event the remaining Members unanimously consent in
writing to continue the business of the Company, or if there
is only one remaining Member, the admission of one or more new
Members pursuant to Sections 5.2 and 10.2;
            (d)  At the election of the non-defaulting Member,
the occurrence of an Event of Default by a Defaulter;
            (e)  The final and non-appealable rejection of the
Company's application for a gaming license for the Project or,
after issuance, the final and non-appealable revocation of
such license;
            (f)  The inability or unwillingness of CCLI to
obtain or provide funding pursuant to Section 6.2(a) which is
required for the initial development and construction of the
Project; or
            (g)  The sale or other disposition of all or
substantially all of the assets of the Company and the
collection of the proceeds thereof.
       Section 10.2   Members' Consent to Continue the Company's
Business.  Upon the occurrence of any event described in
Section 10.1 which may cause the dissolution of the Company,
or subsequent discovery of the occurrence of such an event (a
"triggering event"), the Company shall immediately notify in
writing each of the Members of the occurrence of the
triggering event, each of the remaining Members shall notify
the Company, in writing, whether or not such Member consents
to continue the business of the Company.  If all of the
remaining Members consent to continue the Company's business,
and there are at least two (2) remaining Members, the Company
shall not be dissolved and the remaining Members shall
continue the Company's business.  If there is only one (1)
remaining Member and it consents to continue the Company's
business, such Member shall have the absolute right,
notwithstanding any contrary provisions of this Agreement, to
transfer a portion of its Interest to a transferee (who may be
an Affiliate of such Member) and to unilaterally admit such
transferee as a new Member in the Company, so that such two
(2) Members may continue the Company's business.  In the event
the business of the Company is not continued, the provisions
of Article 11 shall apply.

ARTICLE 11.  DISSOLUTION
       Section 11.1   Liquidation.  Upon the occurrence of any
event requiring dissolution as set forth in Section 10.1, if
the business of the Company is not continued by the remaining
Members pursuant to Section 10.2, the Company shall
immediately execute and deliver to the Secretary of State a
statement of its intent to dissolve.  Upon filing the
statement of intent to dissolve, the Company shall cease to
carry on its business and shall wind up its affairs and
liquidate.
            In the course of the dissolution and winding up the
affairs of the Company, every effort shall be made to sell the
assets of the Company for cash so that the distribution may be
made to the Members in cash.  If the Company's assets include
notes secured by deeds of trust on properties which the
Company or an Affiliate has sold, said notes and deeds of
trust may be distributed in kind to the Members if the Members
may legally accept same, and shall be valued at one hundred
percent (100%) of the unpaid principal balance of said notes,
plus accrued interest at the time of such distribution.  Any
assets including notes secured by deeds of trust which are
owned by the Company and cannot conveniently or economically
be converted into cash, may be distributed in kind to the
Members.  Unless the Members otherwise agree in writing, each
Member shall receive a proportionate share of each of those
assets which are to be distributed in kind.
       Section 11.2   Distribution of Assets.  During the
Liquidation of the Company, the Members shall continue to
share profits and losses in the same proportions as before
dissolution.  In settling accounts after dissolution, (i) the
outstanding balance of the AEC Loan and all accrued but unpaid
interest thereon shall be repaid by AEC to the extent not
deemed paid pursuant to this Section 11.2 and Sections
7.3(a)(iii) and 7.3(b), (ii) the aggregate amount of all prior
distributions of Net Available Cash to a Member pursuant to
Section 7.3(a)(v) in excess of the additional amount of Net
Available Cash that such Member would receive if the aggregate
amount of all prior distributions of Net Available Cash to the
Members pursuant to Section 7.3(a)(v) were repaid to the
Company and distributed to the Members as Net Available Cash
in Liquidation of the Company pursuant to this Section 11.2
and Section 7.3(a) shall be paid by such Member to the other
Member, and (iii) the proceeds from the Liquidation of the
Company's assets shall be applied as follows:
            (a)  To creditors of the Company, in the order of
priority as provided by law, other than debts owed to Members
for their contributions; and
            (b)  To the Members in accordance with Section 7.3;
provided, however, that (i) no distributions of Net Available
Cash in Liquidation of the Company shall be made pursuant to
Section 7.3(a)(v), and (ii) if immediately prior to such
Liquidation $20,000,000 exceeds the sum of (A) 50% of the
aggregate distributions to CCLI pursuant to Section 7.3(a)(vi)
and (B) 100% of the aggregate distributions to CCLI pursuant
to Sections 7.3(a)(vii)(B) and 7.3(a)(viii), distributions of
Net Available Cash in Liquidation of the Company pursuant to
Section 7.3 shall be modified as follows until the sum of (A)
50% of Net Available Cash distributed to CCLI in Liquidation
of the Company pursuant to this Section 11.2 and Section
7.3(a)(vi) and (B) 100% of Net Available Cash distributed to
CCLI in Liquidation of the Company pursuant to this Section
11.2 and Section 7.3(a)(viii) is equal to such excess:  (1)
For purposes of Section 7.3(b), an amount equal to 35%
(instead of 100%) of the Net Available Cash distributed to
CCLI in Liquidation of the Company pursuant to Section
7.3(a)(vi) shall be deemed received by AEC as a distribution
of Net Available Cash and applied to repayment of the AEC
Loan, and (2) for purposes of Section 7.3(a)(viii), Percentage
Interests shall be 74.074% for CCLI and 25.926% for AEC;
provided further, however, that if the Conditional Approval
has been obtained (and has not been revoked by reason of any
act or omission of AEC or its Affiliates) but the Company is
dissolved pursuant to Section 10.1(f), then in such event, all
of the Company's right, title and interest in the Property and
the Intangibles shall be distributed to AEC in full
satisfaction of AEC's right to receive any other liquidating
distributions pursuant to this Section 11.2 and Section 7.3.

ARTICLE 12.  INDEMNIFICATION
       Section 12.1   Indemnification of Manager, Member,
Employee or Agent: Proceeding Other than by Company.  The
Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the Company, by reason of the fact that he is or was
a Manager, Member, employee or agent of this Company, or is or
was serving at the request of this Company as Manager, Member,
director, officer, employee or agent of another limited-
liability company partnership, joint venture, trust or other
entity, against expenses, including attorney fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of this Company, and, with respect to a criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be
in or not opposed to the best interest of this Company, and
that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
       Section 12.2   Indemnification of Manager, Member,
Employee or Agent:  Proceeding by Company.  The Company shall
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action
or suit by or in the right of this Company to procure a
judgment in its favor by reason of the fact that he is or was
a Manager, Member, employee or agent of the Company, or is or
was serving at the request of the Company as a Manager,
Member, director, officer, employee or agent of another
limited-liability company, corporation, partnership, joint
venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorney fees actually and
reasonably incurred by him in connection with the defense or
settlement of the actions or suit if he acted in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of this Company. 
Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to this Company or for amounts paid in
settlement to this Company, unless and only to the extent that
the court in which the action was brought or other court of
competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
       Section 12.3   Indemnity if Successful.  To the extent
that a Manager, Member, employee or agent of the Company has
been successful on the merits or otherwise in defense of any
action, suit or proceeding described in Section 12.1 or 12.2,
or in defense of any claim, issue or matter therein, the
Company shall indemnify the Manager, Member, employee or agent
against expenses, including attorney fees, actually and
reasonably incurred in connection with the defense.
       Section 12.4   Expenses.  Any indemnification under
Sections 12.1 and 12.2, unless ordered by a court or advanced
pursuant to Section 12.5 below, must be made by this Company
only as authorized in the specific case upon a determination
that indemnification of the Manager, Member, employee or agent
is proper in the circumstances.  The determination must be
made:
            (a)  By the Members;
            (b)  By the owners of more than 50% of the interests
owned by Members who were not parties to the act, suit or
proceeding; or
            (c)  If Members who own more than 50% of the
interests owned by Members who are not parties to the act,
suit or proceeding so order, by independent legal counsel in a
written opinion; or
            (d)  If Managers who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
       Section 12.5   Advancement of Expenses.  The expenses of
Members and Managers incurred in defending a civil or criminal
action, suit or proceeding must be paid by the Company as they
are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the Manager or Member to repay the amount if
it is ultimately determined by a court of competent
jurisdiction that the Member or Manager is not entitled to be
indemnified by the Company.

ARTICLE 13.  REPRESENTATIONS AND WARRANTIES
       Section 13.1   CCLI Representations and Warranties.  As a
material inducement to AEC to enter into this Agreement, CCLI
represents and warrants to AEC that, as of the date hereof,
CCLI knows of no facts or circumstances that are likely to
affect the ability of CCLI, AEC or the Company to receive all
gaming licenses and approvals necessary to operate the
Project.

       Section 13.2   AEC Representations and Warranties.   As a
material inducement to CCLI to enter into this Agreement, AEC
represents and warrants to CCLI that, as of the date hereof,
AEC knows of no facts or circumstances that are likely to
affect the ability of CCLI, AEC or the Company to receive (i)
all gaming licenses and approvals necessary to operate the
Project or that would constitute a violation of Louisiana
Gaming Laws or the Louisiana Code of Ethics for Public
Employees and (ii) all other licenses, permits and approvals
necessary or advisable for the construction, completion,
operation, ownership and use of the Property and the Project
as a riverboat gaming facility.  AEC shall proceed with due
diligence and take all actions necessary or advisable to apply
for all necessary licenses, permits and approvals, and will
use its best efforts to cause all such licenses, permits and
approvals to be issued to the Company in due course, at a cost
to the Company not to exceed the actual out-of-pocket costs
reasonably incurred in furtherance of the terms of the
application processes.

       Section 13.3   Breach.  In the event any representation
or warranty made by a Member is discovered to be untrue or is
breached, the non-defaulting Member may, without limiting the
other rights or remedies it may have, declare an Event of
Default and elect to dissolve the Company pursuant to Article
10.  In such event, the defaulting Member shall, within thirty
(30) days after demand, reimburse the non-defaulting Member
for all Capital Contributions and loans or other advances
made, and all expenses incurred, by the non-defaulting Member
in connection with the Project, the Preliminary Approval and
the Company.

ARTICLE 14.  MISCELLANEOUS PROVISIONS
       Section 14.1   Agreement to Perform Necessary Acts.  Each
Member agrees to perform any further acts and execute and
deliver any documents that may be reasonably necessary to
carry out the provisions of this Agreement.
       Section 14.2   Amendments.  The provisions of this
Agreement may not be waived, altered, amended or repealed, in
whole or in part, except with the unanimous written consent of
the Members.
       Section 14.3   Successors and Assigns.  This Agreement
shall be binding on, and shall inure to the benefit of, the
Members and their respective heirs, legal representatives,
successors and assigns.
       Section 14.4   Validity of Agreement.  It is intended
that each Section of this Agreement shall be viewed as
separate and divisible, and in the event that any Section
shall be held to be invalid, the remaining Sections shall
continue to be in full force and effect.

       Section 14.5   Notices.  All notices, requests, demands
and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom
notice is given, or on the next business day if sent by
confirmed electronic facsimile transmission ("fax") or on the
date of actual delivery (as set forth in the courier's or
carrier's receipt) if sent by overnight commercial courier or
by first class mail, registered or certified, postage prepaid
and properly addressed to the party at his address set forth
below, or any other address that any party may from time to
time designate by written notice to the others:
       If to CCLI:
       Circus Circus Louisiana, Inc.
       2880 Las Vegas Boulevard South
       Las Vegas, Nevada  89109
       Attention: General Counsel
       
       If to AEC:
       American Entertainment Corporation
       8301 Judge Perez Drive, Suite 305
       Chalmette, Louisiana  70043
       Attention: Mr. Bill Bueck
       
       Section 14.6   Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of Louisiana.
       Section 14.7   Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall be
constitute one and the same instrument.
       Section 14.8   Gender and Number.  As used in this
Agreement, and masculine, feminine, and neuter gender, and the
singular or plural number shall be considered to include the
others whenever the context so indicates.
       Section 14.9   Attorney Fees.  In the event any party
shall bring an action or proceeding for damages against the
other party for an alleged breach of any provision of this
Agreement, or to enforce, protect, or establish any right or
remedy of either party, the prevailing party shall be entitled
to recover as a part of such action or proceeding reasonable
attorney fees and court costs.
       Section 14.10  Exhibits.  The Exhibits referred to herein
and attached hereto are hereby incorporated by reference as
though set forth in full.  Unless the context otherwise
expressly requires, any reference to "this Agreement" shall
mean and include all such Exhibits.
       Section 14.11  Complete Agreement.  This Agreement and
the Articles of Organization constitute the complete and
exclusive statement among the Members with respect to the
subject matter contained therein.  This Agreement and the
Articles of Organization supersede all prior agreements by and
among the Members.


       IN WITNESS WHEREOF, this Agreement was adopted by a
unanimous vote of all the Members of this Company at the
organizational meeting thereof held on the 14th day of
January, 1994.
                                     CIRCUS CIRCUS
                                     LOUISIANA, INC., a
                                     Louisiana corporation
                                     
                                     
                                     By:                          

                                              / S /               

                                        Name:  Clyde T. Turner
                                        Title:  President
                                     
                                     AMERICAN ENTERTAINMENT
                                     CORPORATION, a Louisiana
                                     corporation
                                     
                                     
                                     By:                          

                                              / S /               

                                        Name:  Joseph H. Georgusis
                                        Title:  President
                                     
                               EXHIBIT A
                          LEGAL DESCRIPTION
LEGAL DESCRIPTION


1.   Lots 6-B-1, 6-B-3 and 6-B-4 (15.82 acres).

2.   Submerged portions Lots 6-B-1, 6-B-3, 6-B-4 and Halter
     Marine Lot (approximately 5 acres)

3.   Halter Marine Lot (10 acres)
                                 EXHIBIT B
                        PERMITTED TITLE EXCEPTIONS

                              TO BE PROVIDED
                            
                                EXHIBIT C-1
                           PRELIMINARY APPROVAL

CERTIFICATE OF
PRELIMINARY APPROVAL
FOR RIVERBOAT GAMING OPERATIONS


     After consideration of the submitted Application for a
Certificate of Preliminary Approval, the Louisiana Riverboat
Gaming Commission (the "Commission"), in accordance with the
provisions of the Louisiana Riverboat Economic Development and
Gaming Control Act, La. R.S. 4"501 et. seq., (the "Act") hereby
awards

                      AMERICAN ENTERTAINMENT, L.L.C.

(hereinafter referred to as "Holder"), this Certificate of
Preliminary Approval to begin construction of a riverboat and
commence such other operations as are authorized by the
administrative rules of the Commission.  Upon compliance with
said
rules and the voluntary conditions of this Certificate, and
further, upon receipt of a Certificate of Final Approval, the
Holder is hereby authorized to commence riverboat gaming
operations and other operations incident thereto, as described in
detail in their application; said riverboat to utilize the routes
described in the application and (voluntary conditions hereto),
with the riverboat to be berthed at 5601 Paris Road in Chalmette,
Louisiana, on Bayou Bienvenue to the Mississippi Gulf Outlet in
St. Bernard Parish.

     By accepting this Certificate of Preliminary Approval, the
Holder expressly accepts and agrees to all of the conditions to
this Certificate, as previously or subsequently amended, as set
forth in the attached statement of Mandatory and Voluntary
Conditions, which are incorporated herein by reference and made a
part of this Certificate.

     By accepting this Certificate of Preliminary Approval,
Holder agrees to: (1) conduct all riverboat gaming and related
operations in accordance with the law, the rules of the Commission, and the
conditions attached hereto and incorporated herein; and (2)
expressly agrees that this Certificate is an absolute privilege,
the awarding, denial, conditions or modification of which shall
be controlled solely by the Commission and the provisions of the
Louisiana Riverboat Economic Development and Gaming Control Act.

     This Certificate, and the conditions attached hereto are
approved this 10th day of February, 1994, in New Orleans,
Louisiana.



__________|s|_________________          
__________|s|_________________
Kenneth Pickering                  William F. Biossat
Chairman                           Executive Director

STATEMENT OF CONDITIONS TO
CERTIFICATE OF PRELIMINARY APPROVAL
OF AMERICAN ENTERTAINMENT, L.L.C.

                             AMERICAN ENTERTAINMENT, L.L.C,
hereafter referred to as
"Holder", hereby expressly accepts, agrees and stipulates to the
following mandatory and voluntary conditions to its Certificate
of Preliminary Approval, issued by the Louisiana Riverboat Gaming
Commission pursuant to the provisions of La. R.S. 4"501 et. seq.
and administrative rules promulgated pursuant thereto.  More
particularly, holder agrees as follows:

                            GENERAL CONDITIONS

     1.   Holder agrees and stipulates to the following: (1) To
     not mention, assert, utilize or argue that he or another
     person should be licensed by the State Police Riverboat
     Gaming Enforcement Division (hereafter "Division") because he
     or another person holds or has applied for a Certificate; (2)
     To make application to the Division for a gaming operator's
     license and commence construction of the riverboat within the
     time limits required by Rule 307 of Rules of the Louisiana
     Riverboat Gaming Commission; and (3) To apply to the
     Commission for a Certificate of Final Approval, prior to
     commencement of the operations authorized by this
     Certificate.

     2.   To indemnify and hold harmless the Riverboat Gaming
     Commission, the State of Louisiana, and their agents and
     employees against any and all claims for personal injury or
     property damage arising out of or in connection with errors
     and omissions in the following: (1) The approval of riverboat
     or support facility plans, designs and specifications; (2)
     The granting of a Certificate; (3) The issuance of emergency
     orders; and (4) The denial, suspension or revocation of a
     Certificate of Approval.  Pursuant to this condition, Holder
     further agrees to, at the time of signing its acceptance of
     this Certificate, sign a separate indemnification agreement
     implementing this condition.

     3.   To maintain copies of this Certificate and Conditions at
     the helm or pilot house of the riverboat named herein, the
     offices of the gaming operator, and any Louisiana State
     Police Riverboat Gaming Division offices on board the
     riverboat; they shall be produced for examination and
     inspection upon demand of any agent or representative of the
     Commission or the Division.

     4.   To at all times comply with all provisions of the Act.

     5.   To at all times comply with all administrative rules
     promulgated by the Commission.

     
     6.   To at all times and in all operations comply with
     all administrative rules of the Louisiana State Police
     Riverboat Enforcement Division.

     7.   To operate the riverboat on the approved and authorized
     routes as described in the application for certificate of
     preliminary approval (or separate route authorization
     document) unless authorized otherwise by the Act or rules of
     the Commission.

     8.   To conduct the kind, amount, and scope of gaming
     activities as described in the Application or Certificate.

     9.   To offer the kind, amount and scope of non-gaming
     activities upon the riverboat and shore or support facilities
     as described in the Holder's Application.

     10.  To allow inspection by the authorized agents and
     representatives of the commission or the Division at any time
     and of any premises under control of the Holder or affiliated
     companies and particularly any portion of the riverboat
     terminal support facilities, administrative offices,
     surveillance rooms and account rooms.

     11.  To report to the Commission in writing as soon as is
     practical any failure to comply with these voluntary
     conditions or any provision of the Act or rules of the
     Commission along with an explanation of the reasons
     therefore.

     12.  To construct and operate shore, support, and terminal
     facilities as detailed in the Holder's Application.

     13.  To quarterly submit to the Commission sworn
     certifications that the Holder has complied with all
     conditions of this Certificate or any Certificate of Final
     Approval, or in the event of non-compliance, to certify that
     such conditions (or specific portions thereof) have not been
     met, and the reasons therefore.

     14.  To quarterly submit to the commission a sworn
     certificate or list of all persons having an interest in the
     Holder, the Holder's gaming operator or the Holder's
     riverboat (excluding publicly traded companies), and a list
     of all consultants, contractors or persons deriving $25,000 a
     year or more from the Holder or any affiliated company in
     connection with or as a result of the Holder's riverboat
     operations.

     15.  That no ownership, income or security interest, in the
     Holder, the Holder's gaming operator or the Holder's
     riverboat is transferable or may be transferred without the
     permission of the Commission.  (This does not apply to the
     transfer of the stock of publicly traded companies not
     forming a part of a transaction relating to the Holder.)


     16.  To quarterly submit to the Commission a sworn report of
     the numbers of minorities employed, their general job
     classification and total salaries of all minority employees.

     17.  Upon receipt of the Certificate of Final Approval, the
     Commission may require a Holder to discontinue use of a
     particular advertisement or promotion which the Commission
     determines offensive or contrary to the integrity of gaming
     regulations.

     18.  In the event the Holder fails to comply with an
     employment or procurement goal as set forth in the specific
     conditions of this Certificate, the Holder agrees to submit
     quarterly an affidavit setting forth in detail the variance
     from the employment or procurement goal, the specific reasons
     therefore, the efforts undertaken by the Holder to remedy or
     overcome the variance and the results thereof.

     19.  This Certificate of Preliminary Approval shall have a
     term of 120 days but may be subject to renewal upon the
     approval of the Commission.

     20.  To comply with such other general or specific conditions
     to this preliminary or the Holder's Final Certificate of
     Approval, as may be required by the Commission.

                     SPECIFIC ECONOMIC AND PROCUREMENT
                                CONDITIONS

     In addition to the general conditions above, the Holder also
agrees to specific economic and procurement conditions or goals as
follows:

     1.   To construct at the Bender Shipyard the riverboat
     described in the application, said construction to begin on
     or before January 14, 1994, said construction to be completed
     by November 1, 1994.

     2.   To start construction of the shore, support, terminal
     and related facilities on or before January 13, 1994, and to
     complete construction of said facilities by November 1, 1994.

     3.   To take immediate steps and continue to take whatever
     measures necessary to obtain sufficient cash, loan proceeds
     or unconditional letters of credit to finance all aspects of
     the construction of the riverboat, and all related shore,
     support, terminal and related facilities, said cash, loan
     proceeds or unconditional letters of credit to be completed
     and in the possession of Holder by January 14, 1994.

     4.   (A)  To commence riverboat gaming operations on or about
     November 1, 1994.  There will be 4 cruises per day Monday
     through Friday at 10:00 a.m., 2:00 p.m., 6:00 p.m. and 10:00
     p.m.  There will be 5 cruises per day on Saturday, Sunday and
     holidays at 9:00 a.m., 1:00 p.m., 5:00 p.m., 9:00 p.m., and
     1:00 a.m.  The designated route shall be upon Bayou Bienvenue
     as authorized by the chairman of the Commission, originating
     at and within a reasonable distance of 5601 Paris Road in
     Chalmette, the riverboat's licensed berth.

          (B)  For purposes of this Certificate, an excursion
     shall consist of a total of three hours with not more than
     the initial and last forty-five minute periods of the
     excursion to be used for the embarking and disembarking of
     passengers at the riverboat's approved berth.  The riverboat
     shall be underway away from its approved berth for not less
     than ninety minutes during an excursion unless the conditions
     of La. R.S. 4:525 (B) (1) or other provisions of the Act are
     met.  In the event that the riverboat remains dockside at its
     licensed berth pursuant to La. R.S. 4:525 (b) (1) or other
     provisions of the Act, passengers may embark or disembark
     during the initial and last forty-five minute periods;
     however, during the remaining (middle) ninety minute period
     passengers may disembark only.

     5.   To maintain a policy or policies of general liability
     insurance, insuring all non-employee passengers, guests,
     patrons, etc. against personal injury and damage to property
     which they may sustain in connection with or arising out of
     their presence upon the riverboat and the various related and
     support facilities operated by Holder, pursuant to this
     Certificate.  The said policy of liability insurance to be in
     an amount of not less than $50 Million Dollars.

     6.   Holder agrees to achieve and adhere to the general
     following economic and procurement goals in conducting
     riverboat operations.

          a)   To hire at least 80% Louisiana residents.

          b)   To procure 75% of the total cost of goods and
          services purchased from or through Louisiana owned
          companies.

     7.   To hire minorities and women to fill employment
     positions in the same percentage as minorities and women
     represent the total population of this state, or in the
     percentage represented in the parish in which the riverboat
     is docked, whichever is greater.  Minority and women
     populations shall be determined in accordance with the 1990
     U.S. Census data.

     8.   To procure 20% and 20% of the total cost of goods and
     services from minorities and women (respectively) majority
     owned suppliers and firms.

     9.   To employ at least 500 persons in riverboat and support
     operations.

     10.  To pay a minimum wage of at least $4.25 per hour to
     salaried, non-tipped employees and at least $2.13 per hour to
     tipped employees.

     11.  To provide within 20 days, if not already provided,
     complete and any remaining documentation, information, and
     affidavits as requested by the Commission in its letters of
     July 28, 1993 requesting "source documentation" and September
     17, 1993 requesting additional and supplemental information
     in affidavit form.

Issued or revised on January 29, 1994.




     Footnotes to specific voluntary conditions.

     1.   The amount expended by a Holder for a construction of a
          riverboat vessel shall not be included in the
          calculation of the percentage of procurements from
          Louisiana firms.

     2.   Amounts expended by a Holder for the purchase of gaming
          supplies and devices shall not be included in the
          calculation of the percentage of procurements from
          Louisiana firms.

     3.   The term minorities shall mean minorities as defined by
          41 CFR ch. 60-4.3.  The numbers of minorities and women
          employed shall be calculated separately in the manner
          provided for the Equal Employment Opportunity
          Commission's EEO-1 so that, for example, if a minority
          woman is employed she is credited toward both the
          minority and woman hiring goals.

STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE



                 ACKNOWLEDGEMENT OF CERTIFICATE CONDITIONS

     BEFORE ME, the undersigned notary public, duly commissioned
and qualified within and for the State and Parish aforesaid, and
in the presence of the subscribing witnesses, personally came and
appeared:

                      AMERICAN ENTERTAINMENT, L.L.C.

appearing herein, through and represented by James E. Smith, Jr.,
its dully authorized officer and agent bearing the title of
General Counsel, who after being sworn and deposed and stated
that he does hereby, for and on behalf of AMERICAN ENTERTAINMENT,
L.L.C., accept and agree to this Certificate of Preliminary
Approval and expressly agrees to and is bound by the conditions
provided thereto.


                              __________|s|____________________
                                   James E. Smith, Jr.

Witnesses:


___________|s|__________________        
____________|s|_______________


     Sworn to and Subscribed before me, Notary, and the
subscribing witnesses, this 10th day of February, 1994, at New
Orleans, Louisiana.

                              _____________|s|_________________
                                   Notary Public

                             EXHIBIT C-2
                     PETITION FOR MODIFICATION OF 
       
                    CERTIFICATE OF PRELIMINARY APPROVAL

                   LOUISIANA RIVERBOAT GAMING COMMISSION

                            STATE OF LOUISIANA


                  PETITION FOR MODIFICATION AND AMENDMENT
           OF APPLICATION OF AMERICAN ENTERTAINMENT CORPORATION
                  FOR CERTIFICATE OF PRELIMINARY APPROVAL

     NOW COMES American Entertainment Corporation ("American")
and respectfully submits this Petition for Modification and Amendment
of its Application for Certificate of Preliminary Approval.

     On March 22, 1993, American filed an Application for
Certificate of Preliminary Approval (the "Application") with the
Louisiana Riverboat Gaming Commission (the "Commission").  On
June 18, 1993, the Commission approved the Application subject to an
ongoing duty on the part of American to apprise the Commission of
any modifications or amendments to the Application.

     Subsequent to approval of the Application, American has
entered into a letter agreement (the "Agreement") with Circus
Circus Enterprises, Inc. ("Circus") whereby the parties to the
Agreement will form a joint venture to acquire or obtain all
property, rights, assets, leases, approvals, contracts, licenses
and permits necessary to develop, construct, market, manage and
operate a riverboat gaming operation and related facilities.  As
a result of this Agreement, the terms of which are more fully set
forth in the attached Memorandum in Support, American desires to
amend its application in order to permit the inclusion of Circus
as a 50% owner of the venture formed to develop, manage and
operate the vessel.

     WHEREFORE, American Entertainment Corporation respectfully
petitions this Commission to permit the modification and amendment
of its Application For Certificate of Preliminary Approval dated
March 22, 1993, as set forth herein and in the attached
Memorandum in Support.

                              Respectfully submitted,             

                                       

                              AMERICAN ENTERTAINMENT CORPORATION  

      

                              
BY:_____________|s|___________________
                                   James E. Smith, Jr., its
attorney
                                   SMITH, MARTIN & SCHNEIDER
                                   700 Camp Street
                                   New Orleans, Louisiana 70130
                                   Telephone: (504) 525-0134

                   LOUISIANA RIVERBOAT GAMING COMMISSION

                            STATE OF LOUISIANA


          MEMORANDUM IN SUPPORT OF PETITION FOR MODIFICATION AND
            AMENDMENT OF APPLICATION OF AMERICAN ENTERTAINMENT
            CORPORATION FOR CERTIFICATE OF PRELIMINARY APPROVAL

     On March 22, 1993, American Entertainment Corporation
("American") filed an Application for Certificate of Preliminary
Approval (the "Application") with the Louisiana Riverboat Gaming
Commission (the "Commission").  On June 18, 1993, the Commission
approved the Application subject to an ongoing duty on the part
of American to apprise the Commission of any modifications or
amendments to the Application.

     Having subsequently entered into a letter agreement to form
a joint venture with Circus Circus Enterprises, Inc. ("Circus") to
jointly own, develop, construct, market and operate the riverboat
gaming operation described in the Application, American
respectfully submits this Petition for Modification and Amendment
of its Application for approval by the Commission.

A.   THE LETTER AGREEMENT WITH CIRCUS

     American and Circus have expressed their intent, via a
letter agreement (the "Agreement"), to form a Louisiana joint venture
for the purpose of acquiring or obtaining the property, Preliminary
Approval, and all other leases, contracts, building and other
permits, licenses and other assets necessary to develop,
construct, market, manage and operate a riverboat gaming
operation and related facilities.  A copy of the confidential Agreement has
been provided to the Commission under separate cover, marked
"Confidential".

     The general terms of the Agreement require that American
contribute the property on which the terminal operation and
related facilities will be constructed and that Circus will be
responsible for arranging all additional financing for the
venture.  The joint venture will enter into a Management
Agreement with Circus to operate the project and a Consulting Agreement
with American to provide its expertise in connection with the
development and operation of the project.

     The riverboat gaming operation and related facilities
referred to in the Agreement are those described in American's
original Application.  The overall plans for the project will be
unaffected by the Agreement, although it is expected that the
benefit of Circus's operational experience will be reflected in
the final plans and may result in modification of the plans
described in the original Application.  As discussed below, these
plans were developed and approved with the knowledge that an
experienced gaming operator would eventually become involved with
the project.

     The Agreement between American and Circus contemplates an
actual transfer of ownership in the project.  American is
currently the sole owner of the project.  The current and
approved stockholders of American and their respective ownership
percentages are Joseph H. Georgusis (93%), Lewis S. Frank (5%)
and Dr. Charles C. Mary, Jr. (2%).  Pursuant to the Agreement,
ownership of the project will be transferred resulting in both
American and Circus having a 50% interest therein.  Of course,
the respective interests of the American stockholders will be reduced
proportionately.

B.   BENEFITS OF THE AGREEMENT WITH CIRCUS

     From the early stages of planning its riverboat gaming
project, through preliminary Approval by the Commission, and
until this time, American has fully informed the Commission of its
intent to join forces with an established and experienced gaming
concern for the purpose of operating the project.  In fact, in
its original Application, American disclosed to the commission that
it was negotiating with nationally known gaming operators to manage
the day-to-day gaming activities.  (See letter from American
submitting original Application to Commission, dated March 22,
1993, a copy of which is attached hereto as Exhibit "A".)  The
Agreement with Circus is the result of those negotiations.  In
Circus, American has selected a partner whose combination of
experience, reputation, and resources are unsurpassed in the
gaming industry.  A summary of the most significant benefits of
this alliance are set forth below.

     1.   Greater Financial Resources

     Circus's financial strength provides the project with access
to financial resources.  Circus is a Fortune 500 corporation with
over $950 million in assets.  For the fiscal year ended January
31, 1993, Circus recorded net income of over $117 million on
gross revenues of $843 million.  Over the past five years, Circus has
generated operating cash flow exceeding $1 billion, resulting in
the highest operating cash flow per total investment among all
major publicly traded gaming companies.  A copy of Circus's most
recent annual report is attached hereto as Exhibit "B".

     As a result of its sustained successful operating results,
Circus is financially well-positioned.  Its size and strength
provide it with access to the private and public markets to raise
additional capital.  Certainly, Circus's financial stability and
experience in these markets will benefit the venture in its own
future public or private financing.

     2.   Greater Management Resources

     Circus is a nationally recognized and renowned gaming
operator with a reputation for innovation.  Circus successfully
operates eight gaming facilities throughout Nevada.  Circus
pioneered the themed resort approach to gaming and was among the
first in the industry to introduce a value-oriented entertainment
concept to gaming activities and resorts.  The results of this
visionary management approach have been impressive.

     In addition to its gaming management resources, Circus
brings with it extensive support resources, including staff experienced
in the design, construction, financial and legal aspects of the
gaming business.


     3.   Promotes Louisiana's Interests

     To a great extent, the benefits outlined above will inure to
Louisiana and its citizens in the form of a more successful and
stable gaming operation.  In addition, Circus's gaming experience
will provide the project a greater potential for growth and
investment, thereby increasing related income, property, gaming,
and franchise tax bases.  Moreover, the presence of a recognized
gaming operator with Circus's reputation in the fledgling
Louisiana gaming arena adds credibility and an increased
potential for building a successful and profitable industry.

     Introducing a public company into this project further
promotes the interests of the state and its citizens by providing
extensive public disclosure of corporate events and operations. 
Under federal and state laws, a public corporation must publicly
report its financial position and results of operations on a
quarterly and annual basis.  It must disclose all significant
events, contracts, relationships, and contingencies.  It is
overseen by the Securities and Exchange Commission and various
other agencies.  Public corporations are accountable to
stockholders, as well as regulatory agencies.  Finally, public
corporations are required to undergo an annual audit by an
independent accounting firm.  Consequently, the involvement of
Circus in this project will result in Louisiana and its citizens
having access to an abundance of otherwise unavailable information
on the position, operations, management and ownership of the
proposed venture.

C.   CONCLUSION

     For the reasons set forth above, American believes that the
joint venture with Circus is in the best interests of the subject
project, the local gaming industry and the state of Louisiana and
its citizens.  Accordingly, American Entertainment Corporation
respectfully requests that the Commission approve its Petition
for Modification and Amendment of its Application for Certificate of
Preliminary Approval to permit the inclusion of Circus as a 50%
owner in the venture to be formed to develop and operate the
vessel.

                              Respectfully submitted,

                              AMERICAN ENTERTAINMENT CORPORATION


                              
By:___________|s|_____________________
                                   James E. Smith, Jr., its
                                    attorney
                                   SMITH, MARTIN & SCHNEIDER
                                   700 Camp Street
                                   New Orleans, Louisiana  70130
                                   Telephone: (504) 525-0134

                SUPPLEMENTAL PETITION FOR MODIFICATION AND
              AMENDMENT OF AMERICAN ENTERTAINMENT CORPORATION
                  FOR CERTIFICATE OF PRELIMINARY APPROVAL

     NOW COMES American Entertainment Corporation ("American")
and respectfully submits this Supplemental Petition for Modification
and Amendment of its Application for Certificate of Preliminary
Approval.

     On November 23, 1993, American filed a Petition for
Modification and Amendment of its Application for Certificate of
Preliminary Approval (the "Petition") with the Louisiana
Riverboat Gaming Commission (the "Commission").

     The Petition set forth the ownership of American
Entertainment Corporation as follows:  Joseph H. Georgusis 93%,
Lewis S. Frank 5% and Dr. Charles C. Mary, Jr. 2%.

     Subsequent to the filing of the Petition, there was a change
in ownership in American, representing a reallocation of 3.5% of
the stock of American to Joseph H. Georgusis from each of the
other shareholders.  As part of its ongoing duty to the
Commission, American hereby apprises the Commission that the
ownership of American is now as follows:  Joseph H. Georgusis
96.5%, Lewis S. Frank 2.5% and Dr. Charles C. Mary, Jr. 1%.

     WHEREFORE, American Entertainment Corporation respectfully
petitions this Commission to permit the supplemental modification
and amendment of its Application for Certificate of Preliminary
Approval dated March 22, 1993, as set forth herein.

                         Respectfully submitted

                         AMERICAN ENTERTAINMENT CORPORATION


                         By:____________|s|____________________
                              James E. Smith, Jr., its attorney
                              SMITH, MARTIN, SCHNEIDER & SHIELDS
                              700 Camp Street
                              New Orleans, LA  70130
                              Telephone: (504) 525-0134
EXHIBIT D
                         MANAGEMENT AGREEMENT
                  RIVERBOAT CASINO MANAGEMENT AGREEMENT

     This Agreement is made and entered into this ____ day of
January __, 1994, by and among AMERICAN ENTERTAINMENT, L.L.C., a
Louisiana limited liability company ("Owner"), and CIRCUS CIRCUS
LOUISIANA, INC., a Louisiana corporation ("Manager").

R E C I T A L S
     A.   Owners desires to own and operate a riverboat gaming
operation based in St. Bernard Parish, Louisiana at Bayou
Bienvenue which shall operate on the inland waterways of Bayou
Bienvenue within the State of Louisiana or other navigational
limits established by any Operating Permit or Law (as each is
defined herein).
     B.   Owner has received a Certificate of Preliminary
Approval from the Louisiana Riverboat Gaming Commission (the "Commission")
describing in detail the riverboat gaming and incidental
operations Owner desires to conduct (the "Proposal").
     C.   Owner desires to engage a third party to manage the
gaming operations on the riverboat and any landside or other
related operations necessary, required or incidental to the
riverboat gaming operations as described in the Proposal and as
such plans are modified in accordance with any Related Contract
or Governmental Requirements.
     D.   Affiliates of Manager are experienced in managing
gaming establishments.
     E.   Owner desires to engage Manager and Manager desires to
be engaged to manage the Project (as defined herein), including
the gaming operations on the riverboat and the landside or other
related operations necessary, required or incidental to the
riverboat gaming operations.  This Agreement, and to the extent
applicable, the Vessel Operating Agreement and the Owner's
Operating Agreement, will serve as the sole management agreement
pertaining to the operation and maintenance of the Project.
AGREEMENTS
     NOW THEREFORE, for cause and in consideration of the mutual
covenants, promises and agreements herein contained, the parties
hereto do hereby agree as follows:
1.   DEFINITION/ARTICLES, SECTIONS, PARAGRAPHS AND CLAUSES
     1.1.   Definitions.  All capitalized terms referenced or
used in this Agreement and not specifically defined herein shall have
the meaning set forth on Exhibit "A", which is attached hereto
and incorporated herein by this reference.
     1.2.   Articles, Sections, Paragraphs and Clauses.  All
references to "Article", "Section", "Paragraph" and "Clauses" in
this Agreement shall refer to a major section designated by a
single Arabic number with a caption entirely in capital letters,
a section designated by two Arabic numbers and/or a caption having
initial capital letters and a paragraph designated by three
arabic letters and/or a caption having initial capital letters,
respectively.  Clauses are indicated by parenthetical lower case
arabic letters or Roman numerals.  Titles or captions in this
Agreement are included only as a matter of convenience and
reference, and are in no way intended to define, limit, extend or
describe the scope of this Agreement.  References to Articles,
Sections, Paragraphs and clauses in this Agreement shall be
deemed references to the Articles, Sections, Paragraphs and clauses of
this Agreement unless otherwise explicitly indicated.
2.   TERM
     2.1.   Initial Term.  This Agreement shall be effective upon
its execution by Owner and Manager.  The Initial Term of this
Agreement shall be for a period of five (5) years from the date
of execution of this Agreement, unless sooner terminated in
accordance with this Agreement. 
     2.2.   Extended Term.  Provided that (i) Manager is not then
in Default pursuant to the terms of this Agreement and (ii) (a)
Owner has not previously notified Manager of its intent to
terminate the Agreement pursuant to Paragraph 16.1.1 or (b) the
Agreement has not otherwise been terminated pursuant to the terms
of this Agreement, then Manager shall have three (3) options to
extend the Initial Term for consecutive periods of five (5)
additional years each (each such additional five (5) year period
being designated as an "Extension Period").  Subject to the
foregoing conditions, if Manager gives written notice to Owner
that it has elected to exercise an option to extend the Term at
least one hundred eighty (180) days prior to the date of the
expiration of the Initial Term or an Extension Period then in
effect, then this Agreement shall be extended for an Extension
Period, if any remain, upon the terms, conditions, covenants and
provisions set forth herein without the necessity of executing
any new management agreement or other instruments or agreements.  If
Manager does not give written notice to Owner that it has elected
to exercise an option to extend prior to the later of (i) the
beginning of such 180-day period and (ii) ten (10) days after the
receipt by Manager of a "reminder" notice from Owner that an
option to extend is about to expire, then this Agreement shall
end on the expiration of the Initial Term or then-current Extension
Period, if any was previously exercised, if not sooner terminated
pursuant to the terms of this Agreement.
     2.3.   Pre-Opening Conditions.  The satisfaction, or waiver
by Owner, of the following conditions  (collectively, the "Pre-
Opening Conditions")  are necessary preconditions to the
commencement of the operation of the Business:
          (i)   Owner shall have obtained the Owner Operating
Permits other than those listed on Exhibit "B", if any, and all
conditions thereof shall have been satisfied;
          (ii)  Subject to Paragraph 17.2.1(a), Manager shall
have obtained the Manager Operating Permits and the Owner Operating
Permits listed on Exhibit "B", if any, and all conditions to the
effectiveness thereof shall have been satisfied;
          (iii) Owner shall have secured the financing necessary
to construct the Riverboat and acquire the real property
necessary for the Related Amenities all as described in the Proposal;
          (iv)  The Construction Conditions are satisfied;
          (v)   Owner shall have obtained, as a cost of
development of the Project, an environmental site assessment
covering the real property necessary for the Related Amenities
demonstrating to Owner's satisfaction that there is no evidence
of any hazardous or toxic material or substance which has been
generated, treated, stored, released or disposed of at the
Related Amenities in violation of any Environmental Requirements, and
there is no evidence of any violation of any other Environmental
Requirements and no evidence of any Environmental Damage on or
pertaining to the Related Amenities;
          (vi)  Owner shall have taken possession of the
Riverboat and Related Amenities and all construction and/or renovation
necessary to commence  operating the Business shall have been
completed; and
          (vii)  Owner shall have obtained all insurance coverage
contemplated in Sections 11.1 and 11.2.  Owner and Manager each
shall use its good faith and diligent efforts to satisfy the Pre-
Opening Conditions or cooperate with the other's efforts to
satisfy the Pre-Opening Conditions as soon as reasonably
practical after the date of this Agreement.
3.   CONSTRUCTION AND TECHNICAL SERVICES 
     3.1    Construction Conditions.  Prior to and including the
Opening Date, Owner and Manager shall cooperate and use all
reasonable efforts to satisfy the following conditions
(collectively, the "Construction Conditions"):
          (i)   All Construction Permits shall have been issued
or obtained;
          (ii)  Financial Commitments shall have been obtained
for the funds budgeted to develop, construct and/or renovate the
Project and operate the Business on terms and conditions
acceptable to Owner ; and
          (iii) Operator shall have delivered to Owner its
certification that it is prepared to commence operation of the
Riverboat.
     3.2.   Owner's Obligations to Construct and Deliver.   If
the Construction Conditions are satisfied, or waived by Owner, Owner
shall, at its sole expense and with all reasonable diligence,
construct, renovate, furnish, equip, outfit and deliver the
Project to Manager in accordance with the Plans and
Specifications, FF&E Specifications and the Construction Schedule
and in conformity with all applicable Laws.  The Project shall be
of a first class quality.
     3.3.   Plans and Specifications.
          3.3.1   Owner has engaged and retained, or will engage
and retain, at Owner's sole cost and expense, such architects,
engineers, contractors, designers and other specialists as Owner
deems necessary to prepare all site plans, grading plans,
construction drawings, surveys, materials, specifications,
architectural plans and drawings, elevations, construction
models, engineering plans and drawings, approved plats and all other
plans, drawings, studies or reports required for renovation,
construction and/or outfitting of the Project (the "Plans and
Specifications") and for the purchase and installation of the
FF&E (the FF&E Specifications").  Owner, in consultation with Manager,
shall select the architects (the "Project Architects") and the
interior designers (the "Project Interior Designers") for the
Project.  The Project Architects and Project Interior Designers
shall have the technical expertise to perform the specific
services for which they are to be employed, their fee proposals
shall be consistent with the Construction Budget and they shall
have the ability to meet the time schedules contemplated in the
Construction Schedule.
          3.3.2.   The Plans and Specifications shall be
consistent in all material respects with and based upon Owner's
conceptual plans as set forth in the Proposal and shall be
subject to any changes necessary to meet applicable Governmental
Requirements or comply with any Related Contract.  Manager shall
have the right, without limitation, to approve the Plans and
Specifications with respect to (i) the selection and layout of
the FF&E and the interior design of the Project as such relate to the
conduct of Gaming Activities and (ii) the sufficiency, integrity
and specification of the security system at the Project. 
Manager's advice with respect to and approval of such matters
shall be given in a manner that will assure that the time
deadlines in the Construction Schedule are met, provided Owner
shall have give Manager reasonably sufficient time for such a
review.  Manager acknowledges that the various Governmental
Authorities have certain approval rights over the Plans and
Specifications.
          3.3.3.   The FF&E Specifications shall be prepared by
Owner with the advice and recommendations of Manager and shall be
delivered to Manager for its review and approval prior to the
ordering of any of the items set forth therein.  Manager's advice
and recommendations shall be given in a manner that will assure
that the time deadlines in the Construction Schedule are met,
provided Owner shall have given Manager a reasonably sufficient
time for such a review.
          3.3.4.   FF&E shall (i) be consistent with the
Construction Budget and the requirements of the Loan Documents,
(ii) bear the name or identifying characteristic or logo of the
Riverboat, where appropriate, (iii) be of a class or grade
generally consistent in quality and relative scope with that used
at other first class gaming operations, taking into consideration
local conditions, image and target markets of the Business, (iv)
comply with all applicable Laws and other Governmental
Requirements, (v) be available in quantities required by the FF&E
Specifications and in a manner to timely meet the Construction
Schedule and (vi) satisfy the cost parameters established by the
FF&E Budget (collectively, the "FF&E Requirements").  Manager
shall have the right to approve the FF&E Requirements.  Such
approval shall be give in a manner that will assure that the time
deadlines in the Construction Schedule are met, provided Owner
shall have presented the FF&E Requirements to Manager in time
sufficient to allow Manager reasonable time to complete its
review.
          3.3.5.    Any aspects of the conceptual, preliminary
and final Plans and Specifications and the FF&E Specifications which
are otherwise subject to Manager's approval shall not be changed
in any material manner after approval by Manager without the
approval of Manager and shall be given in a manner that will
assure that the time deadlines in the Construction Schedule are
met.  Manager may recommend, subject to Owner's approval, such
further changes in the Plans and Specifications and the FF&E
Specifications as are necessary to address problems that may
arise during the period of constructing, furnishing, outfitting and
equipping the Project, subject at all times to the limitations
imposed by the Construction Budget and the FF&E Budget.
          3.3.6.   If requested by Owner, Manager shall
purchase gaming equipment in accordance with Section 5.4 and
shall use commercially reasonable efforts to assure that the
gaming equipment is delivered and available for installation
in accordance with the Construction Schedule.  Subject to
Section 5.4, Manager shall use its best efforts to ensure that
the purchase of all gaming equipment complies with applicable
Governmental Requirements, including without limitation,  the
Federal Transporting Gambling Devices Act (15 U.S.C. Sec.
1172-73 (1962)) (the "FTGDA").  Further, Manager shall pass on
to Owner any agreements or understandings whereby Manager
receives any price concessions or reductions from suppliers of
gaming equipment.
     3.4.   Construction Schedule.   Manager will assist Owner,
the Project Architects and the Project Interior Designers during
the preparation of a construction schedule with respect to the
completion of the Plans and Specifications and coordination and
completion of all phases of the construction and/or renovation
and equipping of the Project (the "Construction Schedule").
     3.5   INTENTIONALLY DELETED.
     3.6.  Technical Services.   From the date hereof until the
Opening Date, Manager, either directly or through one or more of
its Affiliates, in a manner consistent with the scheduling
requirements imposed by the Construction Schedule, shall provide
on behalf of and for the account of Owner the technical services
described in Paragraphs 3.6.1 through 3.6.7 (collectively, the
"Technical Services"), subject to the conditions and limitations
provided in this Agreement:
          3.6.1   Manager will provide Owner with specific
operational and functional criteria for the Business for use by
the Project Architects and the Project Interior Designers in the
preparation of the Plans and Specifications and the FF&E
Specifications;
          3.6.2.   Manager  will consult with Owner in the
preparation and evaluation of (i) the construction and/or
renovation budget for the Project (the "Construction Budget"),
which shall include a breakdown of estimated costs of
construction, specialty finishes and professional fees and (ii)
the FF&E budget (the "FF&E Budget"), which shall include a
breakdown of the estimated costs of each item of FF&E;
          3.6.3.   Manager shall advise and consult with Owner
and the Project Architects in the development of schematic,
preliminary and working Plans and Specifications and the Project
Interior Designers in the selection and specification of FF&E,
wall and floor coverings, design and color, wall hangings,
signage, art, accouterments, space planning requirements and
functional design criteria and all other aesthetic and
operational elements of design and other nonstructural elements
of the Project related to the Business;
          3.6.4   Manager shall advise and consult with Owner,
the Project Architects and the Project Interior Designers
regarding various key systems, including without limitation,
mechanical, electrical, plumbing and life safety;
          3.6.5   Manager shall advise and consult with Owner in
all operational and all functional requirements of the Business
including without limitation, recreational and gaming areas, food
facilities layout and equipment, and such other areas as
management information systems, energy, signage, lighting, sound,
communications, laundry, housekeeping, maintenance, personnel,
data processing equipment and software, point of sale systems,
surveillance and security systems, marketing and entertainment;
          3.6.6.   Manager shall review, critique and make
recommendations to Owner, the Project Architects and the Project
Interior Designers in the selection, purchase and ordering of the
FF&E and the installation and layout of the FF&E in accordance
with the FF&E Requirements, FF&E Specifications and the Plans and
Specifications; and 
          3.6.7.   Manager shall use commercially reasonable
efforts to coordinate with Owner's construction manager during
all phases of the construction and/or renovation of the Project
with respect to providing the Technical Services as described in
Paragraphs 3.6.1 through 3.6.6 so as to allow the construction
and/or renovation of the Project to progress in accordance with
the Construction Schedule.  Owner and Manager acknowledge and
agree that many of the Technical Services may be performed, at
least in part, by Owner's employees and consultants under
Manager's supervision or by other persons the expense for which
shall be Owner's under Section 6.1.
     3.7.    Opening the Project.   The Project shall be opened
to the public on a date established by mutual agreement of
Manager and Owner upon satisfaction of the following:  (i) the
Project Architects have issued to Owner a certificate (s) of
substantial completion confirming that the Project has been
substantially completed in accordance with the Plans and
Specifications, (ii) the Project Interior Designers have issued
to Owner a certificate(s) of substantial completion confirming
that the FF&E has been substantially installed and laid out
therein in accordance with the FF&E Specifications and the Plans
and Specifications, (iii)  Pre-Opening Conditions shall have been
satisfied, or waived by Owner, (iv) the Working Capital necessary
to commence operation of the Business has been furnished by
Owner, (v) Manager is satisfied that all operational systems have
been adequately tested on a "dry-run" basis to the satisfaction
of Manager and any appropriate Governmental Authorities, (vi)
Operator has conducted a "shake down" of the Riverboat operating
and life safety systems and (vii) all other Governmental
Requirements necessary to open, occupy and operate the Business
at the Riverboat and Related Amenities have been satisfied,
including without limitation, issuance of American Bureau of
Shipping Certificates and any registration or license required by
the United States Coast Guard.  Manager shall use commercially
reasonable  efforts in the performance of its duties under this
Agreement to assist Owner and Operator in achieving the
satisfaction of all of the foregoing requirements by the
Estimated Opening Date.
4.   PRE-OPENING PHASE
     4.1.   Pre-Opening Services.  Prior to the Opening Date,
Manager, as agent of Owner, shall perform or cause others to
perform the following services (in addition to the Technical
Services) on behalf of and for the account of Owner (the "Pre-
Opening Services"), subject to the Pre-Opening Budget.  Owner and
Manager acknowledge and agree that, in accordance with the Pre-
Opening Plan, many of the Pre-Opening Services will be performed
by Owner's employees, Manager's employees chargeable to Owner
pursuant to Section 6.1 and consultants under Manager's
supervision chargeable to Owner pursuant to Section 6.1.  To the
extent required for Manager to exercise its duties under Article
4, Manager and Operator shall cooperate with each other in the
preparation of the various plans and budgets required hereby.
          4.1.1.   Within sixty (60) days after issuance of the
Conditional Approval, Manager shall present to Owner for Owner's
approval, a preliminary Pre-Opening Plan in the form attached
hereto as Exhibit "C".  The preliminary Pre-Opening Plan will be
a first draft of Manager's plan and schedule for implementing and
performing the Pre-Opening Services and will include the
preliminary projected cost of performing the Pre-Opening Services
as well as the budgeted expenses to be incurred by Operator in
accordance with the Vessel Operating Agreement prior to the
Opening Date (the "Pre-Opening Budget").
          4.1.2.   Within one hundred twenty (120) days after
issuance of the Conditional Approval, Manager shall develop and
present to Owner for Owner's approval a preliminary budget based
upon the projected monthly operations of the Business for the
first year of operation which shall include the budgeted expenses
to be incurred by Operator in accordance with the Vessel
Operating Agreement in connection with Operator's operation of
the Riverboat as a passenger vessel for such periods (the
"Operating Budget").  The budget format to be used is set forth
in Exhibit "D" attached hereto.
          4.1.3   No later than sixty (60) days before the
Estimated Opening Date, Manager shall prepare and submit to Owner
for Owner's approval, (i) a revised Pre-Opening Plan setting
forth the remaining Pre-Opening Services to be performed by
Manager and the Pre-Opening Budget and (ii) an adjusted
preliminary Operating Budget for the first year of operation of
the Business and the Riverboat as a passenger vessel and as a
dockside gaming operation (law permitting) based upon the most
current market information. 
          4.1.4.   All Pre-Opening Plans shall be subject to the
same revision procedures as are applicable to Annual Plans.
          4.1.5.    No later than forty-five (45) days prior to
the Estimated Opening Date, Manager shall prepare and deliver to
Owner for Owner's approval, the Annual Plan for the first Fiscal
Year of Business operations.
          4.1.6.   Manager shall implement the marketing portion
of the approved Pre-Opening Plan, including but not limited to,
direct sales, media and direct mail advertising, promotion,
publicity and public relations designed to attract customers to
the Riverboat from and after the Opening Date in accordance with
the provisions of Section 6.14.
          4.1.7.   Manager, in its sole discretion, shall
recruit, hire, orient and train all Senior Staff and Employees,
including all such  personnel to be utilized during the period
from the date hereof until the Opening Date in accordance with
the preliminary Pre-Opening Plan approved by Owner pursuant to
Paragraph 4.1.1 and the requirements of Article 6 below.
          4.1.8.   Subject to Article 6, Manager shall negotiate
and execute agreements regarding concessions for services to be
performed or provided at the Project.
          4.1.9.   Manager shall use commercially reasonable
efforts in applying for, processing and procuring all Manager
Operating Permits and in assisting Owner in applying for,
processing and procuring all Owner Operating Permits within the
timetables established by the Pre-Opening Plan as revised from
time to time.
          4.1.10.   Subject to Article 6, Manager shall negotiate
and execute service contracts for the Business.  Service
Contracts shall contain the following minimum provisions:  (a) a
statement as to whether contractee is a certified minority
business enterprise, woman owned business enterprise, or
disadvantaged business enterprise; (b) requirements for licensing
(if necessary) before the Louisiana Riverboat Gaming Enforcement
Division; and (c) a requirement that if contractee is found
unsuitable by the Louisiana Riverboat Gaming Enforcement Division
that the contract becomes null and void.
          4.1.11.   Manager shall use its best efforts to ensure
that all service contractors comply with the  Community
Commitment Program.
          4.1.12.   Manager shall purchase all Operating Supplies
necessary to operate the Business from Approved Vendors with
funds furnished by Owner in accordance with the amounts allocated
therefor in the Pre-Opening Budget and any applicable
requirements of the Community Commitment Program.  Manager shall
advise and consult with Owner with respect to the inaugural
ceremonies for the Business and plan and implement such
ceremonies.
     4.2.   Approval by Owner.   With respect to the preparation
and submission of the Pre-Opening Plan, the Pre-Opening Budget
and the Operating Budget, Owner will meet with Manager within
fifteen (15) days after the delivery of each of such items for an
in-depth review, including a discussion of the Construction
Schedule, marketing strategy, operations format and rationale for
proposed expenditures embodied in the Pre-Opening Plan, the Pre-
Opening Budget and the Operating Budget.  Owner shall be required
to approve or disapprove the Pre-Opening Plan or the applicable
Budget within fifteen (15) days after the date Owner and Manager
last meet to discuss such matter by giving written notice to
Manager.  The parties shall use all reasonable efforts to
complete the review no later than forty-five (45) days after the
initial delivery of the applicable Plan or Budget.  Any notice
that disapproves a Pre-Opening Plan, Pre-Opening Budget or
Operating Budget must contain reasonably detailed specific
objections along with suggestions as to what corrective measures
can be taken to make the Plan or Budget acceptable to Owner.  If
Owner fails to provide written notice to  Manager of its
objections within fifteen (15) days after the last meeting
between Owner and Manager, such proposed Plan or Budget, as the
case may be, shall be deemed to be approved as submitted.  Owner
may review the Operating Budgets on a line-by-line basis.  If
Owner disapproves or objects to any items contained in any
Operating Budget or any revisions thereto, Owner and Manager
shall cooperate with each other in good faith to attempt to
expeditiously resolve the disputed or objectionable proposed
items.  If Owner and Manager are unable to reach a mutually
acceptable agreement concerning the disputed or objectionable
item within fifteen (15) days after the date Owner advises
Manager of its objections as aforesaid, either party shall be
entitled to submit the dispute to arbitration in accordance with
Article 22.  Notwithstanding Owner's approval of an Operating
Budget on a line-by-line basis, Manager shall have the absolute
right, in its discretion from time to time, to reallocate funds
among the various line items, including without limitation, the
allocation and reallocation of contingency funds to specific line
items.
     4.3.  Payment of Pre-Opening Expenses.
          4.3.1  Source of Funds.  All costs and expenses
properly incurred in connection with implementing the Pre-Opening
Plan, as revised from time to time pursuant to Section 4.2 (the
"Pre-Opening Expenses"), shall be paid from the Bank Accounts.  
Pre-Opening Expenses and the time schedule for incurring such
expenses shall be  established in the  Pre-Opening Budget and
Pre-Opening Plan approved in accordance with the provisions of
Section 4.2.  Owner shall timely deposit such sums in accordance
with the schedules as shall be established in the Pre-Opening
Plan or any revisions thereof and Owner shall maintain sufficient
funds therein to pay all Pre-Opening Expenses in accordance with
monthly schedules to be prepared by Manager and submitted to
Owner.
          4.3.2.   Expenditures in Excess of Budgets.   Manager
shall not incur any expenses or make any disbursements that are
not provided for in, or are in excess of, the Pre-Opening Budget,
without Owner's prior written consent.  
     4.4.   Manager Advances.   Manager may, but is not required
to, advance funds to pay Pre-Opening Expenses on behalf of Owner.

All such Pre-Opening Expenses advanced by Manager shall be
itemized, scheduled and submitted to Owner on a calendar month
basis and reimbursement shall be made by Owner or by Manager from
the Bank Accounts, within ten (10) Business Days after such
submission provided that Manager has timely supplied Owner with
such documentation of the advances as Owner may reasonably
require.
5.   APPOINTMENT OF MANAGER
     5.1.   Appointment.   Owner hereby appoints, hires and
employs Manager, as Owner's exclusive agent, to manage and
operate the Project, including all Business conducted thereon or
related thereto, on behalf of and for the account of Owner during
the Term in accordance with the terms, conditions, covenants and
provisions of this Agreement.  In addition, Owner hereby
appoints, hires and employs Manager, as Owner's exclusive agent,
to perform on Owner's behalf, Owner's duties and obligations and
exercise Owner's rights (including without limitation, the
exercise of any rights arising out of or relating to any breach
or default by Operator) under the Vessel Operating Agreement on
and after the Opening Date except as may be otherwise
specifically set forth therein.  Manager acknowledges that the
operation of the Riverboat as a vessel will be conducted by the
Operator, which shall be Owner's agent in that regard.  Manager
hereby accepts such appointment upon and subject to the terms,
conditions, covenants and provisions set forth herein and in the
Vessel Operating Agreement and recognizes that a relationship of
trust and confidence with Owner is created by this Agreement. 
Manager agrees to execute its duties hereunder in the best
interest of Owner, subject to the budgetary limitations imposed
upon Manager and any applicable Governmental Requirements.
     5.2.  Management of the  Business.   Manager shall use
commercially reasonable efforts to supervise, manage, direct and
operate the Business and perform its duties hereunder consistent
with the operational quality of other first class gaming
establishments, after taking into account differences with
respect to local conditions, budgeting limitation and the nature
of the Business' market, as well as the limitations imposed upon
Manager by this Agreement (including without limitation, items
(i) through (vii) below), and any applicable Governmental
Requirements  in (i) a manner that promotes the long-term
profitability of the Business, (ii) compliance with this
Agreement and any Governmental Requirements, (iii) accordance
with the terms and conditions of any Loan documents, (iv)
accordance with the requirements of any carrier of insurance on
the Business or the Project or any part thereof , (v) a manner
that will comply with the Community Commitment, (vi) compliance
with the applicable Annual Plan and Operating Guidelines and
(vii) in accordance with the practices necessary to operate the
Riverboat as a passenger vessel (all of the foregoing being
hereinafter collectively referred to as the "Operating Goals");
provided however,  that in no event shall Manager or any
Affiliate be deemed a guarantor of the success of the Business
and/or the achievement of the Operating Goals.
     5.3.  Community Commitment.   Manager acknowledges that the
Proposal includes a commitment for the Owner (the "Community
Commitment") to comply with the program to be developed by the
Commission and Owner regarding the Community Commitment Program
(the "Community Commitment Program") in the construction,
planning, development and operation of the Project and the
Business.  Manager, in accepting its appointment under Section
5.1, hereby agrees to use its best efforts to perform its
obligations under this Agreement in a manner that complies in all
material respects with the Community Commitment Program.  Manager
acknowledges that the Community Commitment Program includes a
requirement that at least eighty percent (80%) of those employed
at the Project or in the Business must be residents of the State
of Louisiana.  The Manager shall use its best efforts to work and
cooperate with Owner's representatives responsible for the
implementation of the Community Commitment Program on behalf of
the Owner.
     5.4.   Purchasing.
          5.4.1.   Approved Vendors.  Manager, in its sole
discretion, shall have the right to specify, from time to time,
individuals, manufacturers, wholesalers, vendors, suppliers,
firms or businesses, including without limitation, Persons who
may be Affiliates of Manager, that shall be used by Manager to
furnish or provide supplies, equipment, services and other needs
of the Business (the "Approved Vendors").  The Approved Vendors
must: (i) not  adversely affect any gaming   license currently
held or to be obtained by Owner, Manager or any of their
respective Affiliates or any of their respective officers or
directors in Louisiana or any other jurisdiction and must comply
with all Governmental Requirements, including without limitation
the Community Commitment Program and (ii) be covered by
appropriate insurance, if any, in connection with their provision
of goods or services to the Business.  
     5.5.   Contracts and Expenses.  Manager is authorized to,
and shall, make, enter into and perform, in the name of, for the
account of, on behalf of, and at the expense of Owner, any
contracts and agreements provided for under this Agreement and
each Annual Plan, so long as Manager has complied with all
material requirements of this Agreement with respect to such
contracts and agreements.  These contracts shall have the
following minimum terms:  a) a requirement that in the event the
contractor is found unsuitable by the Riverboat Gaming
Enforcement Division, the contract would become null and void; 
b)  a statement as to whether the contractor is a certified
minority business enterprise, woman owned business enterprise, or
disadvantaged business enterprise.  Unless this Agreement
expressly provides for an item or service to be at Manager's own
expense, all costs and expenses reasonably incurred by Manager or
an Affiliate of Manager in accordance with this Agreement and/or
an Annual Plan shall be for and on behalf of Owner and for
Owner's account.
     5.6   Owner's Representative.
          5.6.1  Appointment, Duties and Access.  Owner shall
have the right to designate by written notice to Manager a
representative of Owner (the person so designated is referred to
herein as "Owner's Representative"), which may or may not be the
same person(s) referred to in Section 23.1.  An office for
Owner's Representative (which office shall be used only for
Project-related office purposes) may be maintained on the
Riverboat and/or at the Related Amenities in the same area(s) in
which the Senior Staff maintains its offices.  Subject to
Governmental Requirements, Owner's Representative shall have
access to all areas of the Project at all times and shall have
access to, and the right to review, the Books and Records. 
Manager and the Senior Staff shall cooperate with Owner's
Representative to provide such information and access as Owner's
Representative may request from time to time.  Owner's
Representative shall be an employee of Owner and all expenses and
costs pertaining to the employment of Owner's Representative
shall be an Operating Expense.  Owner's Representative shall not
interfere with Manager's conduct of the Business.
          5.6.2  Approval/Removal.  Prior to appointment of
Owner's Representative by Owner, Owner shall submit to Manager
the resume of such individual and Manager shall have the right to
interview such person prior to such individual being appointed as
Owner's Representative.  Owner shall not employ any individual as
Owner's Representative which Manager has a reasonable and good
faith material objection.  If Manager objects to the performance
of the Owner's Representative, Manager shall notify Owner of such
objection and Owner shall meet with Manager with respect to such
objection.  Subject to compliance with applicable General Laws,
Owner shall take such steps as Manager may reasonably request
with respect to the Owner's Representative that are reasonably
necessary to satisfy Manager's objections.  Owner may advise
Manager in writing that Owner's Representative is authorized to
grant certain consents and approvals pursuant to this Agreement
on Owner's behalf.  Owner shall have the right to replace Owner's
Representative from time to time by written notice to Manager.
6.   CERTAIN SPECIFIC AUTHORITIES AND RESPONSIBILITIES OF
MANAGER.
     6.1   Personnel Matters.   Manager shall have the authority
and responsibility, acting through the Senior Staff, appropriate
consultants and the Employees, to perform the following acts for
the account and at the cost of Owner, subject to Section 6.3 and
sufficient Owner funds being available.  The cost of employing
such Employees and consultants shall be chargeable to Owner.  If
any such Employee or consultant is an employee of Manager or an
Affiliate of Manager, such Employee or consultant may continue on
the payroll of Manager or such Affiliate and may retain all the
benefits of such employment; provided, however, that Manager or
such Affiliate shall be reimbursed on a monthly basis from
Owner's account for the compensation (including direct and
indirect labor burden) attributable to such Employee or
consultant (or an equitable portion thereof if such Employee or
consultant devotes less than full-time to the Business).
          6.1.1   Recruitment.   Manager shall establish and
implement effective procedures, techniques and programs,
consistent with the Operating Goals (including specifically, the
Community Commitment Program with respect to which Manager shall
use commercially reasonable efforts to comply), to screen,
evaluate, hire, orient and train qualified applicants to become
Employees, including without limitation (if and to the extent
Manager deems it necessary or desirable to fill any such
position) the department managers, marketing manager, general
coordinator, government relations manager, legal and compliance
officers, public relations manager, slot operations manager,
credit manager and credit executives, casino cage personnel,
service personnel, internal audit personnel, purchasing
personnel, management information services personnel, security
and surveillance personnel, casino hosts, shift managers, pit
bosses, floormen, boxmen, dealers, maintenance, cleaning and
engineering staffs.  Manager shall have the sole authority to
hire, promote, discharge, and supervise all Employees; shall in
all material respects comply with all applicable federal and
state employment laws and regulations, including but not limited
to the Community Commitment Program and the "Equal Employment
Opportunity" laws and regulations.  Manager shall use its best
efforts to comply with all Governmental Requirements, including
the, Community Commitment Program regarding the employment and
payment of Employees.
          6.1.2.   Manager's Personnel Decisions.   (a) Prior to
Manager's employment of the chairman, president/general manager,
vice president/casino manager, general counsel, chief of security
and vice president/chief financial officer or any other vice
president (or the equivalent of a vice president) and any officer
above a vice president (collectively, the "Senior Staff"),
Manager shall submit to Owner the resumes of such individuals and
Owner shall have the right to consult with Manager regarding each
of such individuals prior to such individuals being hired for the
Business; provided, however, that in all events, all hiring
decisions, including without limitation the hiring and firing of
Senior Staff, shall be made by Manager, in its sole discretion.  
                    (b) Manager shall promptly notify Owner of
any actual or contemplated changes in any of the Senior Staff and
shall comply with the requirements of this Paragraph 6.1.2 with
respect to any replacements of such Senior Staff.  
                    (c) The compensation structure, incentive
plans, benefit plans and programs for Employees as well as the
Senior Staff employed by Owner shall comply with the Operating
Goals, the applicable Annual Operating Budget and shall be
formulated in consultation with Owner.  In any event, expenses
and costs pertaining to the employment of the Senior Staff,
including without limitation, affiliate incentive and stock
plans, severance pay and the costs of retirement benefits
pertaining to such individuals, shall be Operating Expenses and
reimbursed to Manager on a monthly basis.  If any such Senior
Staff is an employee of Manager or an Affiliate of Manager, such
Senior Staff may continue on the payroll of Manger or such
Affiliate and may retain all benefits of such employment;
provided however,  that Manager shall be reimbursed, as
aforesaid, for such expenses and costs attributable to such
individuals (or an equitable portion thereof if any such
individual devotes less than full time to the Business).
          6.1.3.   Operator Training of Employees.   To the
extent required by any Governmental Requirement, Manager agrees
to cooperate with Operator should Operator be required to train
any and all Employees in procedures necessary to operate the
Riverboat as a vessel and to ensure the safety of Riverboat
patrons.
          6.1.4.   Union Contracts.   Manager and Owner shall
join in negotiations with any labor union lawfully entitled to
represent any of the Employees.  All decisions regarding union
contracts applicable to any of the Employees at the Riverboat
and/or Related Amenities shall be made by Manager in its sole
discretion; however, Manager shall consult with Owner and keep
Owner informed with respect to such negotiations.
          6.1.5.  Payroll Checks.   Payroll checks for all
Employees shall be in a form, contain such identifications and be
signed by persons specified by Owner.

     6.2.   Financial Management.   Manager shall be responsible
for the management of the day-to-day financial affairs of the
Business.
     6.3.  Annual Plans.   No later than sixty (60) days prior to
the end of each Fiscal Year, Manager shall submit to Owner, after
consultation with Operator regarding any Riverboat Replacements
and other matters related to the operation of the Riverboat as a
passenger vessel, for Owner's approval, an annual plan for the
operation of the Business for the forthcoming Fiscal Year (each
such annual plan is referred to herein as an "Annual Plan"). 
Each proposed Annual Plan shall consist of the following:
          (i)   An annual marketing plan ("Annual Marketing
Plan").   Such marketing programs may include but not be limited
to, direct sales, direct mail and media advertising, promotion,
public relations and publicity efforts;
          (ii)  An annual line item operating budget ("Annual
Operating Budget"); provided however,  that Manager shall have
the absolute right in its discretion from time to time to
reallocate funds among the various line items, including without
limitation, the allocation and reallocation of contingency funds
to specific line items;
          (iii)  An annual projection of sources and uses of cash
by month;
          (iv)  An annual capital expenditures budget regarding
Capital Replacements or Riverboat Replacements ("Annual Capital
Replacements ") and Riverboat Replacements ("Annual Riverboat
Replacements Budget"); and
          6.3.1.  Preparation of Annual Plan.    Each proposed
Annual Plan shall be prepared by Manager based on the actual and
projected results of the current Fiscal Year, the standard of
maintaining the  Riverboat and the Related Amenities and
operating the Business as a first class gaming establishment, the
Operating Goals, information with respect to possible occurrences
which may impact the marketing and/or operating of the  Business
in the future, changes from the previous Fiscal Year's results,
reasonable predictions for the future and such other information
and assumptions that shall be reasonable under the circumstances.

The Annual Plan shall include sufficient amounts for maintenance
and repairs to keep the  Riverboat and the Related Amenities in a
seaworthy and first class condition which shall mean that it
shall be in keeping with the standards and requirements of the
U.S. Coast Guard and other government authorities with
jurisdiction over this vessel.
          6.3.2.   Review and Approval.   In connection with the
preparation and submission of a proposed Annual Plan, Owner will
meet with Manager within fifteen (15) days after delivery of the
proposed Annual Plan for an in-depth review, including a
discussion of the marketing strategy, operations format and
rationale for proposed expenditures embodied in the proposed
Annual Plan.  Owner shall be required, by giving written notice
to Manager, to approve or disapprove each proposed Annual Plan
within fifteen (15) days after the date Owner and Manager last
meet to discuss the proposed Annual Plan.  The parties shall use
all reasonable efforts to complete the review of the proposed
Annual Plan no later than forty-five (45) days after the initial
delivery of the proposed Annual Plan to Owner.  Any notice that
disapproves a proposed Annual Plan must contain reasonably
detailed specific objections along with suggestions as to what
corrective measures can be taken to make such proposed Annual
Plan acceptable to Owner.
          6.3.3.   Disagreements Regarding Annual Plans.    If
Owner fails to provide written notice to Manager of its
objections within fifteen (15) days after the last meeting
between Owner and Manager, such proposed Annual Plan shall be
deemed to be approved as submitted, subject to any changes upon
which Owner and Manager have previously agreed.  If Owner
disapproves or objects to any items contained in the proposed
Annual Plan or any revisions  thereto, Owner and Manager shall
cooperate with each other in good faith to attempt to
expeditiously resolve the disputed or objectionable proposed
items.  If Owner and Manager are unable to reach a mutually
acceptable agreement concerning the disputed or objectionable
items within fifteen (15) days after the date Owner advises
Manager of its objections as aforesaid, either party shall be
entitled to submit the dispute to arbitration in accordance with
Article 22.   If Owner's objections relate only to certain
portions of the proposed Annual Plan or a Budget contained
therein, the undisputed portions of the proposed Annual Plan
shall be deemed to be adopted and approved and only those Budgets
under dispute shall be submitted to arbitration.  Notwithstanding
the foregoing, in the event of any transfer of ownership of the
Project or in the event of any change in Control of Owner, then,
from and after the effective date of any such transfer or change,
regarding elements of the Annual Plan other than Budgets, Manager
shall consult with Owner and shall consider Owner's comments
and/or objections, but Manager's decisions regarding such matters
shall be controlling and final, and not subject to arbitration or
other dispute-resolution mechanisms.  Any disagreements regarding
Budgets for Riverboat Replacements shall be resolved by Operator
and Owner in the manner set forth in the Vessel Operating
Agreement; provided however, that such Budgets shall in all
events be acceptable to Manager.
          6.3.4.   Disagreements Regarding Annual Operating
Budgets.   With respect to objectionable items in any Annual
Operating Budget, pending resolution by arbitration or other
agreement between Owner and Manager, the corresponding item
contained in the Annual Operating Budget for the preceding Fiscal
Year shall be substituted in lieu of the disputed portions of the
proposed Annual Operating Budget, excluding, however, line items
in the previous Annual Operating Budget for extraordinary
expenses or revenues.  In any instance where a portion of an
Annual Operating Budget from a preceding Fiscal Year is deemed to
be applicable to the Annual Operating Budget in effect until a
new Annual Operating Budget is fully approved, corresponding
items contained in the Annual Operating Budget for the preceding
Fiscal Year shall be automatically adjusted by a percentage equal
to the percentage change in the Consumer Price Index during the
preceding Fiscal Year.  Such calculation of percentage change in
the Consumer Price Index shall be made by Manager based upon the
then most recently published Consumer Price Index data at the
time the calculation is made.
          6.3.5.   Disagreements Regarding Annual Capital
Replacements Budgets.   If Owner and Manager are unable to agree
on the amount of any item in an Annual Capital Replacements
Budget, or Manager and Operator are unable to agree on the amount
of any item in an Annual Riverboat Replacements Budget,  only
those capital expenditures with respect to which Owner and
Manager or Manager and Operator, as appropriate, have reached an
agreement (or the undisputed portion of an amount in dispute)
that are approved by Owner or are required to be made by Lender
or any Governmental Authority shall be made until Owner and
Manager or Manager and Operator, as appropriate, otherwise agree
on the terms of such Annual Capital or Riverboat Replacements
Budget or the matter is decided by arbitration.  The applicable
Annual Plan will be appropriately adjusted to reflect the effect
of any delay in capital expenditures.
          6.3.6.   Manager's Discretion Regarding Budgets.  
Except as otherwise provided in Section 6.12 or 6.13, Manager
shall not, without Owner's prior written consent, expend for a
matter in any Fiscal Year more than the amount approved for such
matter included in the Budget for such Fiscal Year unless
otherwise permitted by Sections 6.5.  Except as otherwise
permitted by Section 6.5, any request by Manager to make any
expenditure or incur any obligation in excess of an amount set
forth in a Budget contained in the applicable Annual Plan, shall
be submitted to Owner in writing with an explanation of and
accompanied by supporting information for the request; Manager
shall not make any such excess expenditure without Owner's prior
written consent.  Owner shall respond to any request within
fifteen (15) days after the receipt thereof.
     6.4.   Capital and Riverboat Replacements Funds.
          6.4.1.   Capital Replacements.  Manager shall have the
responsibility and sole authority to plan, contract for, account
for and supervise all capital replacements and improvements to
the Related Amenities or any portion thereof and the gaming-
related portion of the Riverboat (collectively, "Capital
Replacements") that are contemplated in any approved Annual Plan.

Any changes in the structure or layout of the Related Amenities
and the gaming-related portions of the Riverboat shall comply
with the requirements of any Lender, Related Contract or any
Governmental Requirements.
          (i)  Manager shall diligently supervise the general
contractor or other Person responsible for performing the Capital
Replacements.  To the extent the proposed Capital Replacements
will have a material adverse effort on the operation of the
Business during the performance of the work, the plans and
specifications applicable thereto shall comply with the
applicable Annual Plan, Lender's requirements and applicable
Governmental Requirements.
          (ii)  Manager shall establish on the books of the
Business, a separate interest-bearing account in Owner's name at
a bank selected by Owner in which to deposit the amounts
described below  for Capital Replacements (the "Capital
Replacements Fund"), with Manager's designees being authorized
signatories on such account.  Such designees shall be covered by
the fidelity insurance referred to in Paragraph 11.1(v).  After
occurrence of an Event of Default by Manager, Owner shall have
the right, upon five (5) Business Days written notice to Manager,
to assume sole control of the Capital Replacements Fund. 
Commencing on the first day of the thirteenth (13th) full
calendar month after the Opening Date, Manager shall deposit into
the Capital Replacements Fund from Business operations or from
other assets which Owner shall make available to Manager, an
amount equal to two and one-half percent (2.5%) of Gross Revenue
to pay for Capital Replacements.  Subject to the availability of
funds for such purpose, such deposits shall be made by Manager
monthly on the first day of each month and the aggregate deposit
shall be adjusted within five (5) days of the end of each Fiscal
Year equal to two and one-half percent (2.5%) of Gross Revenue
for such Fiscal Year.  The funds in the Capital Replacements Fund
shall be utilized first for any necessary repairs and
replacements to the Related Amenities and FF&E and then for
improvements.  In the event that Gross Revenue in any month is
insufficient, after paying Operating Expenses, to permit a
deposit to the Capital Replacements Fund, the amount of the
deficiency shall be carried over and added to the amount to be
deposited in the Capital Replacements Fund in the next succeeding
months, subject however, to Section 6.4.3.  To the extent
available, expenditures shall be made by Manager from the Capital
Replacements Fund (including accrued interest and unused
accumulation from earlier years).  Any amounts remaining in the
Capital Replacements Fund at the close of each Fiscal Year shall
be carried forward and retained in the Capital Replacements Fund
until fully used in accordance with this Agreement.  To the
extent the balance in the Capital Replacements Fund is
insufficient at the time expenditures are planned to be made in
accordance with an Annual Plan, Owner shall supply such shortfall

by making a deposit into the Capital Replacements Fund or making
payments for such expenditure directly as soon as practicable but
in no event later than thirty (30) days after receipt of notice
from Manager. 
          (iii)  Notwithstanding the foregoing, Manager shall not
make cash deposits  from Business operations into the Capital
Replacements Fund, and shall withdraw any funds in the Capital
Replacements Fund at Owner's request, if: (a) Owner is able to
demonstrate, to Manager's reasonable satisfaction, that funds in
an amount equal to that which would otherwise be deposited in the
Capital Replacements Fund are available to Owner on a timely
basis from a third party; (b) during the twelve (12) months
preceding the deposit to which Owner objects and during the
succeeding twelve (12) months there is projected to be, cash flow
from operations of the Business after payment of Debt Service,
taxes , Base Management Fee and Operator Fee in an amount at
least equal to the amount projected to be deposited in the
Capital Replacements Fund in accordance with the applicable
Annual Capital Replacements Budget in the next twelve (12)
months; or (c) the balance in the Capital Replacements Fund
presently equals or exceeds one hundred ten percent (110%) of the
amount budgeted for Capital Replacements in the applicable Annual
Capital Replacements Budget at any time during a Fiscal Year
(after taking into consideration Capital Replacements scheduled
for such Fiscal Year which are in process or have not yet been
undertaken).  Any amounts withdrawn from the Capital Replacements
Fund by Manager at Owner's request shall be payable to or at the
direction of Owner. 
          (iv)  All net proceeds from the disposition of capital
items no longer needed for the operation of the Business (other
than the Riverboat and the items on the Riverboat essential to
the operation of the Riverboat as a vessel) shall be deposited
into the Capital Replacements Fund.  The disposition of such
items shall be conducted by Manager in a commercially reasonable
manner. 
          6.4.2.   Riverboat Replacements.   Manager shall  have
the responsibility and sole authority, on Owner's behalf, to
cause Operator to plan, contract for, account for and supervise
all capital replacements and improvements to the Riverboat as a
passenger vessel (collectively, "Riverboat Replacements") that
are contemplated in any approved Annual Plan.  Except as provided
in the Vessel Operating Agreement, Manager shall have the right
to approve plans and specifications, select architects,
engineers, general contractors, subcontractors, interior
designers, suppliers and materialmen with respect to Riverboat
Replacements (taking into consideration any applicable
requirements of the Community Commitment Program and the criteria
set forth in Section 5.4 with respect to which Manager shall use
commercially reasonable efforts to comply) and in such event
Manager shall be required to cause Operator to contract with (or
require the general contractor, if applicable, to contract with)
those persons or entities selected by Manager.
          (i)  Manager shall have the right to approve the plans
and specifications for any Riverboat Replacements and Manager
shall use commercially reasonable efforts to ensure that such
Riverboat Replacements are installed in a good workmanlike manner
in accordance with such approved plans and specifications.
          (ii)   Manager shall or cause Operator to diligently
supervise the general contractor or other Person responsible for
performing the Riverboat Replacements.  To the extent the
proposed Riverboat Replacements will have a material adverse
effect on the operation of the Business  during the performance
of the work, the plans and specifications applicable thereto
shall comply with the applicable Annual Plan, Lender's
requirements and applicable Governmental Requirements.
          (iii) Except as otherwise expressly approved by Owner
and Manager, Manager shall require any Riverboat Replacements 
which are reasonably anticipated to cost Twenty Five Thousand
Dollars ($25,000) or more to be first submitted to a bidding
process.  In such event, Manager shall or cause Operator to
solicit bids from at least three (3) contractors or suppliers, to
the extent available, selected by Owner or Manager (taking into
consideration any applicable requirements of the Community
Commitment Program and the criteria set forth in Section 5.4,
with respect to which Manager shall use its best efforts to
comply).  Notwithstanding the foregoing, bids also shall be
solicited from as many of the Approved Vendors as provide the
goods or services to be purchased.  The contractor or supplier
shall be selected as a result of the lowest bid submitted unless
Owner or Manager consents to a higher bid in writing and such bid
is not inconsistent with the applicable Annual Plan. 
          (iv)  Manager shall establish a separate interest-
bearing account in Owner's name at a bank selected by Owner in
which to deposit the amounts described below for Riverboat
Replacements (the "Riverboat Replacements Fund"), with Owner's,
Operator's, and Manager's designees being jointly (but not
severally) authorized signatories on such account.  Commencing on
the first date of the thirteenth (13th) full calendar month after
the Opening Date, Manager shall deposit into the Riverboat
Replacements Fund from Business operations or from other assets
which Owner shall make available to Manager, an amount equal to
one percent (1%) of Gross Revenue to pay for Riverboat
Replacements.  Such deposits shall be made by Manager monthly on
the first day of each month and the aggregate deposit shall be
adjusted within thirty (30) days of the end of each Fiscal Year
to equal one percent (1%) of Gross Revenue for such Fiscal year. 
The funds in the  Riverboat Replacements Fund shall be utilized
first for any necessary repairs and replacements to the Riverboat
and then for improvements thereto.  Any expenditures for
Riverboat Replacements during any Fiscal Year shall be made in
accordance with the applicable Annual Plan.   In the event that
Gross Revenue in any month is insufficient, after paying
Operating Expenses, to permit a deposit to the Riverboat
Replacements Fund, the amount of the deficiency shall be carried
over and added to the amount to be deposited in the Riverboat
Replacements Fund in the next succeeding months, subject however,
to Section 6.4.3.  Any amounts remaining in the Riverboat
Replacements Fund at the close of each Fiscal Year shall be
carried forward and retained in the Riverboat Replacements Fund
until fully used in accordance with the Operating Agreement.  To
the extent the balance in the Riverboat Replacements Fund is
insufficient at the time expenditures are planned to be made in
accordance with an Annual Plan, Owner shall supply such shortfall
of funds by making a deposit into the Riverboat Replacements Fund
as soon as practicable but in no event later than thirty (30)
days after receipt of notice from Operator or Manager.
          (v)  Notwithstanding the foregoing, Manager shall not
make cash deposits from Business operations into the Riverboat
Replacements Fund, and shall withdraw any funds in the Riverboat
Replacements Fund at Owner's request, if: (a) Owner is able to
demonstrate, to Manager's reasonable satisfaction, that funds in
an amount equal to that which would otherwise be deposited in the
Riverboat Replacements Fund are available to Owner on a timely
basis from a third party; (b) during the twelve (12) months
preceding the deposit to which Owner objects and during the
succeeding twelve (12) months there is projected to be, cash flow
from operations of the Business after payment of Debt Service,
taxes, Base Management Fee and Operator Fee in an amount at least
equal to the amount projected to be deposited in the Riverboat
Replacements Fund in accordance with the applicable Annual
Riverboat Replacements Budget in the next twelve (12) months; or
(c) the balance in the Riverboat Replacements Fund presently
equals or exceeds one hundred ten percent (110%) of the amount
budgeted for Riverboat Replacements in the applicable Annual
Riverboat Replacements Budget at any time during a Fiscal Year
(after taking into consideration Riverboat Replacements scheduled
for such Fiscal Year which are in process or have not yet been
undertaken).  Any amounts withdrawn from the Riverboat
Replacements Fund by Manager at Owner's request shall be payable
to or at the direction of Owner.
          (vi)  All net proceeds from the disposition of capital
items no longer needed for the operation of the Riverboat as a
vessel shall be deposited into the Riverboat Replacements Fund. 
The disposition of such items shall be conducted by Manager in a
commercially reasonable manner.
          6.4.3.   Insufficient Monthly Gross Revenue.   In the
event that Gross Revenue in any month is insufficient, after
paying Operating Expenses, to permit deposits to both the Capital
and Riverboat Replacements Funds, then deposits shall be made
first to the Riverboat Replacements Fund and then to the Capital
Replacements Fund.  The amount of any deficiency to the Riverboat
and/or Capital Replacements Funds shall be carried over and added
to the amount to be deposited in the Capital and/or Riverboat
Replacements Funds in the next succeeding months; provided,
however, if any such deficiency shall have been carried over for
sixty (60) days or more, Owner shall, upon at least ten (10)
Business Days prior written notice from Manager, deposit the
amount of such deficiency into the appropriate Replacements Funds
from Owner's own funds.
     6.5.   Revisions to Annual Plan and Reallocation of Funds.  
If, in Manager's good faith business judgment, revisions to the
Annual Plan are appropriate, Manager shall revise the Annual Plan
and submit such revised Annual Plan to Owner for review and
comment as to non-Budget elements and for approval as to Budget
elements, in accordance with the procedures set forth in Section
6.3.  Any revisions to the Annual Riverboat Replacements Fund
Budget shall be made in consultation with Operator prior to
submission to Owner for approval.  Owner shall have the right to
suggest revisions to the Annual Plan, with disagreements being
resolved as set forth in Paragraph 6.3.3.  Notwithstanding
anything to the contrary contained in this Agreement, Manager,
without Owner's consent, may reallocate all or any portion of any
line item in a Budget (including contingency funds) to another
item in such Budget in any Fiscal Year.  Manager shall not make
any payments or disbursements in excess of the total amounts in
an Annual Plan, except as follows: 
          (i)  Pursuant to Section 6.12 or 6.13;
          (ii) Any expenditure for which Owner's prior written
consent has been obtained;
          (iii) For taxes, insurance and utilities to reflect
actual costs thereof, subject to Owner's right to contest or
cause Manager to contest the validity of such items; and 
          (iv) For payment of any final judgment in litigation 
involving the Business or the Project.
     6.6.   Accounting Records.   During the Term, Manager shall
maintain full and adequate books of account and records ("Books
and Records") reflecting the results of the operation of the
Business on an accrual basis, all in accordance with Generally
Accepted Accounting Principles consistently applied in all
material respects.  The Riverboat ship's log shall be kept by the
Operator at such location and under such conditions as set forth
in the Operating Agreement.  The Riverboat ship's log shall not
be part of the Books and Records.  The Books and Records shall be
kept separate and distinct from all other operations and business
of Manager or Affiliates of Manager.  Manager shall keep all
Books and Records, including without limitation, current vendor
invoices, payroll records, general ledgers, credit transactions
and other records relating to the Business at the Riverboat,
Related Amenities or such other location as shall be reasonably
approved by Owner in writing, subject to such record retention
and storage policies and access rights required by any Lender or
any applicable Governmental Requirements, Laws or Gaming Laws. 
All such Books and Records and the Riverboat log shall at all
times be the property of Owner and shall not be removed by
Manager from the approved location without Owner's written
approval except as required by Laws.  Upon any termination of
this Agreement, all Books and Records shall immediately be turned
over to Owner to ensure the orderly continuance of the operation
of the Business, but such Books and Records shall be available to
Manager for a period of five (5) years at all reasonable times
and upon prior written request to Owner for inspection, audit,
examination and transcription of particulars relating to the
period in which Manager managed the Business.
     6.7.   Financial Statements; Meetings.
          6.7.1   Manager shall provide Owner with accurate
unaudited Financial Statements of the Business for each calendar
month within twenty (20) days after the end of each calendar
month.  Each month the Business operations for the prior month
will be presented and explained to Owner and its designees at a
meeting organized and presented by the general manager and the
chief financial officer.  Manager also shall also provide Owner
with (i) a three (3) month cash projection for the Business, (ii)
a statistical analysis of the Business' gaming operations, (iii)
accounts receivable aging, (iv) written explanation of material
budget variances, (v) written analysis of performance trends,
(vi) trends, challenges and opportunities anticipated by Manager
over the three (3) month period immediately succeeding the month
under review and (vii) an employee turnover report.  Manager also
shall provide Owner with such other information, analyses and
reports as Owner may reasonably request in writing ten (10) days
prior to the applicable monthly meeting.
          6.7.2.  At each monthly meeting which occurs during a
month which follows the close of a Fiscal Quarter, Owner and
Manager also shall review the quarterly results compared to the
applicable Annual Plan.
     6.8.   Access, Review and Audit.   Owner, any Gaming
Authority and Lender (or their respective duly appointed agents)
shall have the right at reasonable times and during normal
business hours, after reasonable written notice to Manager, to
examine, audit, inspect and transcribe the Books and Records. 
With respect to such reviews, Owner, any Lender and their
respective agents shall be subject to the confidentiality
covenants in Paragraph 23.4.1.  The annual Financial Statements
shall be audited by the Auditors at Owners' expense and Manager
shall cause such statements to be provided to Owner within ninety
(90) days after the end of each Fiscal Year.  In addition to the
annual audited Financial Statements, the Books and Records shall
be audited at the termination of this Agreement.  Owner
acknowledges that the calculation of the Base Management Fee and
the accounting information  set forth in the Financial Statements
for a Fiscal Year shall be binding and conclusive on the parties
unless a written statement setting forth any objection and the
basis for the objections is received by Manager within sixty (60)
days after Owner received the audited Financial Statements
applicable to such Fiscal Year.  If the parties cannot resolve
the disputed items within thirty (30) days after Manager received
the written objections, then the disputed matters shall be
submitted to arbitration pursuant to the provisions of Article
21.
     6.9.   Limitation of Responsibility for Budgets.  All
Budgets are intended only to be reasonable estimates based on
Manager's best business judgment and Manager shall not be liable
or responsible in any event if any of the budgeted figures are
not attained or there is any variance between the actual revenues
and expenditures and the amounts set forth in any Budgets,
provided that Manager has otherwise complied with the provisions
of this Agreement (including, specifically, those provisions
limiting Manager's right to expend funds in excess of the amounts
allocated therefor in the Budgets).  Owner acknowledges that
Manager has not made any guarantee, warranty or representation of
any nature concerning or related to the amounts of Gross Revenues
to be generated or the Operating Expenses to be incurred in
connection with the operation of the Business during the Term.
     6.10.   Management.  Manager, after consultation with Owner,
shall have the sole and exclusive discretion and authority to
determine operating policies and procedures, standards of
operation, staffing levels and organization, standards of service
and maintenance of the Related Amenities and those portions of
the Riverboat related to Gaming Activities, food and beverage
quality and service, pricing, and other policies affecting the
Business, or the operation thereof, to implement all such
policies and procedures, and to perform any act on behalf of
Owner which Manager deems necessary or desirable in its good
faith business judgment for the operation and maintenance of the
Business on behalf, for the account and at the expense of Owner,
including but  not limited to the following, as applicable:
          6.10.1.   Service Agreements.   Manager shall negotiate
and consummate such agreements necessary for the furnishing of
utilities, services, security and supplies for the maintenance of
the Related Amenities and those portions of the riverboat related
to Gaming Activities and operation of the Business.  All service
agreements shall be consistent with the applicable Annual
Plan(s).  In addition, Manager shall use commercially reasonable
efforts to cause all service agreements to comply with any
applicable requirements of the Community Commitment.  
          6.10.2.   Concessions and Leases.   All concessions and
leases must comply with any applicable requirements of the
Community Commitment Program and all other applicable
Governmental Requirements.  Manager, on behalf of Owner, shall
negotiate and grant concessions and leases for (i) the space in
the Related Amenities, (ii) one or more services, subject to
Section 5.4, customarily subject to concessions and leases for
gaming establishments and (iii) any other concessions and leases
applicable to the Project.  Manager shall use commercially
reasonable efforts for (i) carrying out Owner's responsibilities
under any such concession or lease after Owner provides Manager
with a copy of the applicable agreement and, (ii) requiring such
tenants and concessionaires to operate their businesses in a
quality manner and in accordance with Governmental Requirements,
Operating Goals and Operating Guidelines and (iii) complying with
any reporting requirements applicable to concessions or leases
that are set forth in the Community Commitment Program.  Neither
Owner nor Manager shall enter into any concession or lease unless
the concessionaires and tenants maintain casualty or liability
insurance in such amounts as Owner may require naming Owner,
Manager and Lender and their respective Affiliates, officers,
directors, employees and agents as additional insureds as their
interests may appear, and Manager or Owner shall cause the
applicable concessionaire or tenant to furnish evidence of such
insurance concurrently with the delivery of any certificate,
policy, or other evidence of such insurance to Owner, Manager and
Lender and a certificate of insurance as soon as is reasonably
possible.
          6.10.3.   Supplies Agreements.   Manager shall purchase
such food, beverages, Operating Supplies, and other materials and
services as shall be necessary for the operation of the Business.

Manager will use commercially reasonable efforts to comply with
any applicable requirements of the Community Commitment Program. 
          6.10.4   Maintenance and Repairs.   Subject to Sections
6.3 and 6.4, Manager shall maintain the Related Amenities and
portions of the Riverboat related to Gaming Activities in first
class condition and shall have the sole responsibility and
authority to make all repairs, replacements and improvements
which are necessary or appropriate for such purpose and as
required by the Loan Documents and in accordance with the
Operating Guidelines.  Manager shall implement a preventive
maintenance program for the Related Amenities and portions of the
Riverboat related to Gaming Activities.  Manager shall make no
material alterations, additions or improvements in or to the
Related Amenities or portions of the Riverboat related to Gaming
Activities unless (i) contemplated in an Annual Plan, (ii)
permitted under Section 6.12 or (iii) required to comply with any
Governmental Requirements pursuant to Section 6.13.  The
foregoing sentence is not intended to preclude Manager from
rearranging existing FF&E in the ordinary course of operating the
Business.
          6.10.5.   Licenses, Permits, Reports and Accreditation.

From and after the Opening Date, Manager shall apply for,
process, obtain and maintain all Manager Operating Permits and,
to the extent set forth on Exhibit "B", Owner Operating Permits,
in a manner and within the time periods that will permit the
Business to be operated on a continuous and uninterrupted basis. 
The foregoing shall not obligate Manager to obtain any Operating
Permit or Approval required to be obtained by Operator or Owner;
however, Manager agrees to cooperate with Operator in the
application or renewal of any such Operating Permit or Approval. 
Manager shall file all reports required by all Governmental
Authorities pertaining to the Business and itself on or prior to
their due date.  Owner shall file all such other reports
pertaining to itself.  Owner shall prepare, maintain and provide
to Manager a list of all Operating Permits, Approvals and reports
required by any Governmental Authority in connection with the
operation of the Business and the term, duration or frequency of
such Operating Permits, Approvals and reports.  All costs related
to Manager's efforts to obtain, maintain or renew Manager
Operating Permits shall be reimbursable to Manager by Owner as
Operating Costs of the Project.  Owner shall reimburse Manager
for all Manager expenses incurred in connection with Manager's
efforts to obtain, maintain or renew Owner Operating Permits. 
Owner shall provide the required information for all of the above
promptly upon request and shall use its best efforts to ensure
that such information is accurate.  Owner shall advise Manager of
all requirements for reports and permits applicable to Owner.   
          6.10.6.   Government Regulations.   Owner or Manager
may contest the validity and/or application of any Law or
Governmental Requirement provided that such contest does not
subject Owner or Manager to the risk of liability or penalty and
does not result in the suspension of, or, in either party's good
faith business judgment, any material limitation on, the
operation of the Business.  Notwithstanding the foregoing,
Manager shall have the absolute right, without Owner's consent,
to contest the validity and/or application of any Law or
Governmental requirement which, in Manager's opinion, could
affect in any manner, any gaming license of Manager or any of its
Affiliates, in any jurisdiction.
          6.10.7.   Legal Actions.   All matters of a legal
nature involving the Business shall be handled by legal counsel
selected by Manager and reasonably acceptable to Owner (such
legal counsel is hereinafter referred to as "Approved Legal
Counsel").  Manager shall notify Owner in writing of the
commencement of any legal action or proceeding concerning the
Business as soon as practicable after Manager receives actual
notice of the commencement of such legal action unless such
action is for money damages only and such damages are reasonably
anticipated to be either fully covered by insurance or not in
excess of Twenty Five Thousand Dollars ($25,000) or could result
in a lien in excess of such amount against the Riverboat and/or
any of the Related Amenities.  Notwithstanding the foregoing,
Manager shall notify Owner immediately of any action filed
against the Business, the Project, Owner, Manager or the
Riverboat as a vessel which could result in seizure of the
Riverboat or any threat of such actions.  Except with respect to
those legal matters in which Owner advises Manager that it
desires to be directly involved, Manager shall be responsible for
retaining on behalf of Owner the Approved Legal Counsel to take
any reasonable or necessary legal actions to protect Owner's
assets and to ensure compliance with the contractual obligations
of others and all Governmental Requirements. In any legal action
or proceeding in which Owner is to be the plaintiff or
complainant, then Manager may not commence such legal action or
proceeding without first obtaining the prior written consent of
Owner.
          6.10.8.   Accounting Services.   Manager shall
establish and maintain a casino accounting system, internal
controls and reporting systems in accordance with the Operating
Guidelines that are (i) consistent in all material respects with
customary policies and procedures used by Manager's Affiliates
engaged in such businesses, (ii) reasonably adequate to provide
Owner and Manager with the necessary information about the
Business and to safeguard Owner's assets, (iii) which complies
with all Governmental Requirements and (iv) approved by all
Governmental Authorities which are required to be obtained. 
Owner shall have the right to request Manager to provide to Owner
(and in such event Manager shall provide) any managerial reports
produced by Manager regarding the Business in the ordinary course
of business.
          6.10.9.   Bank Accounts.   Owner shall establish one or
more bank accounts for the operation of the Business and the
maximum amounts to be deposited in such accounts at various
banking institutions chosen by Owner (such accounts are
hereinafter collectively referred to as the "Bank Accounts"). 
The financial institutions chosen by Owner shall have at least
Eighty Million ($80,000,000) Dollars on deposit.  Owner shall
continuously monitor such institution's financial condition and
promptly report to Manager any adverse changes in the financial
condition of such institutions.  The Bank Accounts shall be in
the name of Owner, but Owner's and Manager's designees shall be
authorized to draw upon the Bank Accounts; provided, however,
that if there exists an uncured Manager Default and upon two (2)
Business Days prior written notice, Owner shall have the right to
assume sole control of the Bank Accounts.  Checks drawn on the
Bank Accounts shall be signed only by designees of Owner or
Manager who are covered by the fidelity insurance described in
Paragraph 11.1(v).  The Bank Accounts shall be interest-bearing
accounts if such accounts are reasonably available and all
interest thereon shall be credited to the Bank Accounts.  All
Gross Revenue received by Manager from the operations of the
Business shall be deposited in the Bank Accounts and Manager
shall pay from the Bank Accounts, to the extent of the funds
therein, from time to time, all Operating Expenses and other
amounts reasonably required by Manager to perform its obligations
under this Agreement.  All funds in the Bank Accounts shall be
separate from any other funds, including the Capital and
Riverboat Replacements Funds, and Manager may not commingle any
of Manager's funds with the funds in the Bank Accounts.  Owner
shall bear the risk of the insolvency of any financial
institution holding such Bank Accounts.
          6.10.10.   Credit.   All decisions regarding the
granting and collection of credit shall be governed by the
Operating Goals and the Credit Policy to be developed by Manager.
          6.10.11.   Quality Assurance Program.   Manager shall
design and implement a quality assurance program to evaluate
compliance with its maintenance, housekeeping, service and other
standards, with the objective that the Business is operated with
high levels of cleanliness, repair, service, safety and
efficiency consistent with the Operating Goals and Operating
Guidelines.
          6.10.12.   Sales Taxes, Etc.   Manager shall use
commercially reasonable efforts to comply in all material
respects with all applicable Laws with respect to collecting,
accounting for and paying to the appropriate Governmental
Authorities all applicable excise, sales use taxes and any
reporting requirements regarding patron winnings and other
similar governmental charges resulting from the operation of the
Business.
          6.10.13.   Manager Mark-Ups Prohibited.   Manager shall
not include in any service agreement any mark-up, profit or
overhead for the account of Manager or its Affiliates, except as
to the ordinary profit margin inherent in agreements with
Affiliates of Manager.
     6.11.   Collection of Base Management Fee.   So long as no
Manager Default has occurred or if a Manager Default has
occurred, the applicable cure period has not expired, Manager
shall have the right to collect for itself the Base Management
Fee and reimbursable expenses from any of the Bank Accounts.
     6.12.   Emergency Expenditures.   Without limiting the
generality of this Article 6, in the event that a condition
exists in, on, or about the Riverboat or Related Amenities of an
emergency nature which requires immediate repairs to preserve and
protect the Riverboat and/or Related Amenities and assure the
continued operation of the Business and to protect the safety and
welfare of the patrons, guests, or employees of the Riverboat and
Related Amenities or those of Manager or Owner, Manager, on
behalf of and at the expense of Owner, shall take all reasonable
steps and make all reasonable expenditures necessary to repair
and correct any such condition, whether or not provisions have
been made in the applicable Budgets for any such emergency
expenditures, subject to Owner funds being available therefor. 
Manager shall make emergency repairs and replacements only after
Manager has made a reasonable (under the circumstances) attempt
to consult with Owner as to the existence of such emergency, the
repairs and replacements Manager proposes to make and the
estimated amount of expenditures to be incurred, subject to Owner
funds being available therefor.  If Manager is unable to advise
Owner or Operator (with respect to emergency repairs required for
the continued safe operation of the Riverboat as a passenger
vessel) in advance, it shall promptly notify Owner or Operator,
as appropriate, after taking any action permitted under this
Section 6.12.  Notwithstanding the foregoing, the Operator shall
be responsible for causing any emergency condition on or about
the Riverboat or Related Amenities which directly affects the
seaworthiness or safe operation of the Riverboat as a passenger
vessel to be remedied.  Expenditures made by Manager in
connection with an emergency shall be drawn first from the
Capital Replacements Fund to the extent available and then, in
Manager's sole discretion, from the Bank Accounts.  Owner shall
replenish funds paid from the Capital Replacements Fund and the
Bank Accounts with any insurance proceeds received by Owner in
respect of such emergency condition or situation, and Owner shall
replace any difference between the insurance proceeds and the
amount used for such emergency from the Capital Replacements
Fund, subject to the limitations on Owner's obligation set forth
in Section 6.4.  If circumstances require, Owner shall also
immediately replenish the Bank Accounts.  To the extent such
repairs constitute Riverboat Replacements, Owner shall cause
funds, to the extent available, to be transferred to the Capital
Replacements Fund and/or the Bank Accounts, as appropriate, and
otherwise restore the Capital Replacements Fund and/or Bank
Accounts from insurance proceeds or Owner's funds, subject to the
limitations on Owner's obligations set forth in the Operating
Agreement.  Notwithstanding the provisions of this Section 6.12,
any action taken or funds expended pursuant to this Section 6.12
are subject to the provisions of Sections 12.1 and 12.2.
     6.13.   Expenditures Required for Compliance with Law.   
          6.13.1.   Manager Responsibilities.   Without limiting
the generality of this Article 6, if at any time during the Term
repairs, additions, changes or corrections of any nature to the
Related Amenities or portions of the Riverboat related to Gaming
Activities shall be required by reason of any Governmental
Requirements now or hereafter in force or as reasonably requested
by Operator, such repairs, additions, changes or corrections
shall be made at the direction of Manager and shall be paid for
by Owner.  Manager shall inform Owner of the existence of any
Governmental Requirements, whether requiring expenditures under
this Section 6.13 or under the Operating Agreement, as soon as
practicable after learning of such Governmental Requirements. 
With respect to those repairs, additions, changes or corrections
which Manager believes are required to be made pursuant to this
Section 6.13, Manager shall specify the work Manager believes is
necessary and the estimated expenses to be incurred.  Owner and
Manager, in consultation with Operator as appropriate, shall
agree upon the work to be performed and the schedule for its
implementation.  
          6.13.2.   Contest.   Owner or Manager may contest the
validity or application of any Governmental Requirements provided
that such contest does not subject Manager to the risk of any
material liability and does not result in the suspension or a
material limitation of the operation of the Business or any other
gaming business conducted by Manager or its Affiliates.  If
compliance with any Governmental Requirements that are the
subject of this Section 6.13 will require expenditures which will
make the continued operation of the Business uneconomical to
Owner, Owner shall have the right to cease operating the Business
(to the extent the cessation of such operations will not result
in any material liability to Manager) and in connection
therewith, to terminate this Agreement, which termination shall
not constitute a Default by Owner hereunder.  In the event Owner
reopens the Business within one hundred eighty (180) days after
so ceasing operations, Manager shall be reinstated and shall
resume as Manager in accordance with the terms, conditions,
covenants and provisions of this Agreement.
     6.14.   Marketing Programs.   Manager shall develop a
marketing program to implement the marketing plans contained in
each Annual Marketing Plan.  Manager shall select the outside
marketing consultants, advertising agencies and public relations
firms that will be responsible for any aspect of the marketing
program (provided that Manager shall not select any firms to
provide such services that would potentially result in a
revocation, finding of non-suitability or disqualification as to
gaming licenses or a material sanction or penalty in respect of
such gaming licenses of Owner or Manager or any of their
respective Affiliates or their respective officers or directors
in Louisiana or any other jurisdiction and all such selected
firms shall be competent and have good reputations).  Manager
shall approve the form of any advertising and promotional
materials and identify particular media sources (whether it be
particular newspapers, radio stations, television stations or
networks or other mass marketing outlets) with respect to which
the marketing efforts are to be directed.  Manager may, at its
option, also provide or seek to cause an Affiliate to so provide
the following: (i) joint marketing or advertising with other
gaming units owned or operated by Affiliates of Manager and (ii)
major entertainment, sporting events or special attractions
sponsored by the Business.  Manager shall use commercially
reasonable efforts to cooperate with Owner in the development of
any joint marketing efforts which it determines at its option to
provide for the Business.  Any joint marketing, advertising, or
sharing of events and promotions shall be subject to Owner's
prior written consent.  The total costs and expenses associated
with any such joint marketing or advertising, to the extent
approved in writing by Owner, shall be shared on a reasonable
basis between properties and the portion allocable to the
Business shall be an Operating Expense and set forth in the
applicable Annual Operating Budget.
     6.15.   Use of Names and Logos.
          6.15.1   Limitations.   Owner acknowledges that neither
this Agreement nor the exercise of any Owner's rights in respect
of the Riverboat or Related Amenities shall give Owner any rights
to the name "Circus Circus" (or any other trade names, trademarks
or logos of Manager or any of its Affiliates), except as set
forth in a written license agreement which may be entered into
between Owner and Manager.  If (but only for so long as) Manager
and Owner mutually agree to use the name "Circus Circus" in
connection with the Business, then pursuant to such license
agreement, Owner shall have the royalty-free right to use the
name "Circus Circus" with respect to (i) the Business, (ii) any
merchandise sold on the Riverboat and/or in the Related Amenities
and (iii) dining or lounge facilities at the Project.  Manager
acknowledges that neither this Agreement nor the exercise by
Manager of any rights in respect of the riverboat or Related
Amenities shall give Manager any rights in the name "American
Entertainment."
          6.15.2   Changes.   Owner and Manager shall mutually
agree on the initial name for the Business and any changes
thereto.
     6.16.   Remittances to Owner.   Contemporaneously with
furnishing the Financial Statements for each calendar month to
Owner pursuant to Section 6.7, Manager shall remit to Owner,
subject to Gaming Laws, General Laws and the Related Contracts,
from the Bank Accounts, an amount by which the total funds in the
Bank Accounts exceed the sum of Working Capital and the current
amount deposited in the Capital and Riverboat Replacements Funds.
     6.17.   Owner Payments by Manager.   To the extent funds are
available from Owner or from Business operations, Manager shall
make all payments due under the Loan Documents and Related
Contracts.
     6.18.   INTENTIONALLY DELETED.
     6.19.   Supervisory Services.   In connection with Manager's
obligations under this Agreement, Manager agrees to provide such
reasonable supervisory services to Manager at Manager's sole cost
and expense, as are generally provided by Circus Circus
Enterprises, Inc. to its other gaming units.
     6.20.   Certain Agreements.   Owner shall advise Manager
with respect to any agreements or contractual arrangements
between Owner and any Person that relate to the Project or the
Business (the "Related Contracts").  All Related Contracts shall
be subject to review by Manager conducted in accordance with the
Operating Guidelines to determine potential licensing problems as
defined in Article 17 and shall include provisions reasonably
necessary to protect Owner's and Manager's and their Affiliates'
respective officers' and directors' ability to obtain and
maintain gaming licenses in any jurisdiction.  Owner and Manager
shall consult prior to execution of any Related Contracts entered
into after the date hereof regarding any possible material impact
the Related Contracts might have on the management and operation
of the Business and Manager shall have the right to approve or
consent to any such Related Contracts.  In the event Owner enters
into any Related Contracts, Owner shall provide copies of such
Related Contracts to Manager in a timely manner.  Thereafter,
subject to Section 5.2 of this Agreement, Manager shall operate
the Business in compliance with the Related Contracts; provided,
however, that Manager shall not be bound to comply with any
provision of a Related Contract which is inconsistent with the
terms of this Agreement or imposes any financial obligation or
cost on Manager in addition to or inconsistent with the
liabilities, financial obligations or costs imposed upon Manager
by this Agreement or affects any gaming license of Manager or any
Affiliate, unless Manager expressly consents thereto in writing. 
In the event that Manager's actions or failure to act shall cause
a default under a Related Contract which has been expressly
approved in advance in writing by Manager, such default shall not
be a Manager Default under this Agreement until the cure period
for such default provided in the Related Contract has expired. 
Owner shall use its best efforts to ensure that all Related
Contracts comply with the Community Commitment Program.  Manager
shall not be bound by any Related Contracts except as otherwise
set forth herein and shall be obligated to perform under such
Related Contracts only on behalf of Owner as Owner's agent.
7.   CERTAIN RIGHTS AND RESPONSIBILITIES OF OWNER
     7.1.    Owner's Advances.   Owner shall advance to Manager,
on a timely basis, immediately available funds with which to
conduct the affairs of the Business and the Project (hereafter
referred to as "Owner's Advances") as set forth in this
Agreement.
          7.1.1.   Working Capital.   During the Term, within
five (5) Business Days after receipt of written notice from
Manager, Owner shall fund Owner's Advances adequate to ensure
that the Working Capital set forth in the applicable Annual Plan
(as revised pursuant to the provisions of Section 6.5) is
sufficient to support the uninterrupted and efficient ongoing
operation of the Business.  The written request for any
additional Working Capital shall be submitted by Manager to Owner
on a monthly basis based on the Financial Statements and the
applicable Annual Plan (as revised pursuant to the provisions of
Section 6.5) at least fifteen (15) days prior to the date Manager
requires such funds.
          7.1.2.   Payment of Expenses.   Manager shall pay from
Gross Revenue the following items in the order of priority listed
below, subject to the General Laws and Gaming Laws, on or before
their applicable due date:
          (i)  Payment of state and federal taxes;
          (ii) payments due or required by any Governmental
Authority specific to gaming;
          (iii)     Operating Expenses (excluding the Base
Management Fee);
          (iv) Base Management Fee and Operating Fee;
          (v)  Expenditures permitted pursuant to Sections 6.12
and 6.13;
          (vi) Debt Service payments and any escrow or impound
payments required by any Loan Documents;
          (vii)     payments due on any lease or other financing
arrangements relating to the FF&E, any other expenditures
permitted by any Annual Plan and payments due under any Related
Contracts.
          (viii)    deposits in the Capital Replacements and
Riverboat Replacements Funds pursuant to Section 6.4.; 
     Manager's responsibility to make any of the foregoing
payments is subject to and conditioned upon Owner making
available funds sufficient to make such payments from Gross
Revenue or otherwise in the order set forth above.  Owner shall
have the right to elect to pay directly (rather than have Manager
pay) (a) Debt Service or (b) payments due any Governmental
Authority, upon five (5) days written notice to Manager.  If
Owner so elects, Manager shall disburse to Owner from Gross
Revenue (subject to the preceding sentence) funds in such amounts
and at such times as may be necessary to pay such expenses on or
before the date such expenses are due, subject to Working Capital
requirements.  Owner shall timely make all payments required by
this Paragraph 7.1.2 in those instances in which Owner has
requested the right to make such payments directly.  If Owner
fails to make such payments, Owner's right to make such payments
directly shall cease until Owner has brought all such obligations
current.  Manager shall advise Owner as soon as possible of any
anticipated requirements for additional Working Capital.  Nothing
in this Paragraph 7.1.2 shall be deemed to relieve Owner of its
obligation to pay the Base Management Fee in accordance with
Article 8 or to comply with the time requirements set forth in
Articles 8 and 15 or to pay any other obligation of Owner under
this Agreement.
          7.1.3.   Optional Funding by Manager.   In the event
Owner fails to fund any Owner's Advance within the specific time
period set forth in this Section 7.1 or make any other payment
required to be made by Owner hereunder, or if sums are required
prior to such time as Owner is obligated to advance the same,
Manager may, at its sole option, without assuming any liability
for the payment of any account, advance the amount required, or
any portion thereof, on behalf of Owner.  The amount advanced and
paid on behalf of Owner ("Manager's Advances") shall be
reimbursed on demand and shall bear interest at the Default Rate
until Manager is reimbursed in full, including all accrued
interest.  The funding of any Manager's Advance does not in any
manner waive any rights or remedies granted to Manager under the
terms of this Agreement, including the right to declare Owner in
Default as provided in Article 15 and to proceed with any
remedies granted under Article 16.
8.   MANAGEMENT FEES
     8.1    Base Management Fee.  During the Term, Manager shall
be paid the Base Management Fee described below.  So long as no
Manager Default has occurred or the applicable cure period has
not expired, Manager may collect the Base Management Fee by
withdrawing the same from the Bank Accounts at any time after
Manager delivers the Financial Statements to Owner for such
month.  The Base Management Fee for each Fiscal Year shall be
equal to three and one-half percent (3.5%) of the first One
Hundred Million Dollars ($100,000,000.00) of Gross Revenue of the
Project and one and one-half percent (1.5%) of Gross Revenue in
excess of One Hundred Million Dollars ($100,000,000.00) for such
Fiscal Year, (the "Base Management Fee").  The Base Management
Fee shall be due and payable monthly in arrears on the date the
monthly Financial Statements are delivered to Owner; provided,
however, if Gross Revenue is not sufficient in any month to pay
the Base Management Fee when due according to the payment
priority set forth in Paragraph 7.1.2, Owner may defer such
payment (or a portion thereof) until the earlier of (i) such time
as Gross Revenue is sufficient to pay the Base Management Fee or
portion thereof that has been deferred or (ii) sixty (60) days
from the due date, at which time Owner shall pay Manager any
unpaid portion of the Base Management Fee from Owner's own funds.

Such deferral shall not constitute an Owner Default.  The Base
Management Fee (or portion thereof) so deferred shall bear
interest at the Default Rate until paid.  The Base Management Fee
shall be adjusted quarterly based on actual reported results for
each such Fiscal Quarter and, if necessary, annually based on
actual reported results for each Fiscal Year.  A partial Fiscal
Year at the beginning and end of the Term shall be treated as a
Fiscal Year for purposes of this Paragraph 8.1. 
     8.2.   Adjustments to Management Fees Following Termination.

Following the expiration or termination of this Agreement for any
reason, if Owner collects amounts with respect to Bad Debts in an
amount in excess  of the amount reserved on the Financial
Statements, then Manager shall be entitled to an adjustment to
the Base Management Fee paid for the applicable periods as if
such excess amount had been part of Gross Revenue for the
applicable period of the operation of the Business.
9.   OWNER'S COVENANTS AND REPRESENTATIONS
     9.1.   Owner's Covenants and Representations.   Owner makes
the following covenants and representations to Manager, which
representations and covenants shall, unless otherwise stated
herein, survive the execution and delivery of this Agreement and
the Opening Date and shall continue to be true during the Term.
          9.1.1.   Corporate Status.   Owner is a limited
liability company  duly organized, validly existing, and in good
standing under the laws of the State of Louisiana, is qualified
to do business in the State of Louisiana, and has full power to
enter into this Agreement and execute all documents required
hereunder.
          9.1.2.   Authorization.   The making, execution,
delivery and performance of this Agreement by Owner has been duly
authorized and approved by all requisite action of the Members
and Management Committee of Owner, and this Agreement has been
duly executed and delivered by Owner and constitutes a valid and
binding obligation of Owner, enforceable in accordance with its
terms.
          9.1.3.   Other Agreements.   Neither the execution and
delivery of this Agreement by Owner nor Owner's performance of
its obligations hereunder will result in a violation or breach
of, or constitute a default with respect to or accelerate the
performance required under any other agreement or obligation to
which Owner is a party or is otherwise bound or to which the
Riverboat, Related Amenities or any part thereof is subject, and
will not constitute a violation of any General Law to which
Owner, the Riverboat or Related Amenities is subject.
          9.1.4.   Documentation.   If necessary to carry out the
intent of this Agreement, Owner agrees to execute and provide to
Manager, on or after the date hereof, any and all other
instruments, documents and agreements necessary to make this
Agreement fully and legally effective, binding and enforceable
between the parties hereto and as against third parties.
          9.1.5.   Communications.  Owner shall provide Manager
with copies of any communications directed to Owner or any
constituent member of Owner relating to any actual, alleged,
suspected or threatened violation of any Environmental
Requirements or Governmental Requirements that relate to the
Riverboat, the Related Amenities, the Business or the Project
within five (5) days of receipt of such communication.
          9.1.6.   Related Contracts.   Owner shall use its best
efforts to cause the timely payment and performance of all its
obligations under all Related Contracts other than such
responsibilities as are imposed upon Manager pursuant to this
Agreement.
10.  MANAGER'S COVENANTS AND REPRESENTATIONS
     10.1.   Manager makes the following covenants and
representations to Owner, which covenants and representations
shall, unless otherwise stated herein, survive the execution and
delivery of this Agreement and the Opening Date and continue to
be true during the Term.
          10.1.1.   Corporate Status.   Manager is a corporation
duly organized, validly existing, and in good standing under the
laws of the State of Louisiana, with full corporate power to
enter into this Agreement and execute all documents required
hereunder.
          10.1.2.   Authorization.   The making, execution,
delivery and performance of this Agreement by Manager has been
duly authorized and approved by all requisite action of the Board
of Directors of Manager, and this Agreement has been duly
executed and delivered by Manager and constitutes a valid and
binding obligation of Manager, enforceable in accordance with its
terms.
          10.1.3.   Other Agreements.   Neither the execution and
delivery of this Agreement by Manager nor Manager's performance
of its obligations hereunder will result in a violation or breach
of, or constitute a default with respect to or accelerate the
performance required under any other agreement or obligation to
which Manager is a party or is otherwise bound and will not
constitute a violation of any General Law to which Manager is
subject.
          10.1.4.   Documentation.   If necessary to carry out
the intent of this Agreement, Manager agrees to execute and
provide to Owner, on or after the date hereof, any and all other
instruments, documents and agreements that may be necessary to
make this Agreement fully and legally effective, binding and
enforceable between the parties hereto and against third parties.
          10.1.5.   No Hazardous Material on Property.   Except
to the extent commonly used in day-to-day operation of the
Business, Manager shall require that no Hazardous Material shall
be brought upon, treated, kept, stored, disposed of, discharged,
released, produced, manufactured, generated, refined or used
upon, about or beneath the Related Amenities or any portion of
the Riverboat related to Gaming Activities by Manager, its
agents, employees, contractors, tenants, or invitees or by any
other Person, unless such Hazardous Material is stored, used and
disposed of in a manner that complies with all Environmental
Requirements applicable to such Hazardous Material.
          10.1.6.   No Violations of Environmental Requirements. 
Manager shall use commercially reasonable efforts to avoid the
commission by its agents, employees, contractors or invitees, or
by any other Person, of a violation of any Environmental
Requirements upon, about or beneath the Related Amenities or any
portion of the Riverboat related to Gaming Activities.
          10.1.7.   Communications.   Manager shall use
commercially reasonable efforts to provide Owner with copies of
any communications directed to Manager relating to any actual,
alleged, suspected or threatened violation of any Environmental
Requirements or Governmental Requirements that relate to the
Riverboat, the Related Amenities, the Business or the Project
within five (5) days of receipt of such communications.
          10.1.8.   Seaworthiness of Riverboat.   Manager shall
be obligated to operate the Business in a manner which does not
violate any of the Rules and Regulations of the U.S. Coast Guard
and does not adversely affect the seaworthiness of the Riverboat
on and after the Opening Date.
11.  INSURANCE. 
     11.1.   Operating Insurance.   The Owner shall procure from
agents/brokers and insurers selected by the Owner and reasonably
acceptable to Manager certain insurance coverages (the "Required
Coverages") that may include but not be limited to the following
(all policies should include the appropriate additional insured
and waiver of subrogation clauses):
          (i)  Workers' Compensation, including coverage for
employees of Owner and Manager working at the Riverboat or
Related Amenities and a borrowing employer/alternate employer
endorsement, to the extent commercially available as well as the
appropriate insurance to protect Owner in the event of injury or
death to Jones Act seamen;
          (ii)  Commercial General Liability on an occurrence
basis in the amount of Two Million Dollars ($2,000,000); CSL,
Bodily Injury and Property Damage (must have the watercraft
exclusion deleted);
          (iii)  Automobile Liability Insurance on an occurrence
basis in the amount of One Million Dollars ($1,000,000) CSL,
Bodily Injury and Property Damage Liability;
          (iv)  Umbrella Liability written on an occurrence basis
with a limit of at least Ten Million Dollars ($10,000,000);
          (v)  Crime Insurance which includes Fidelity and such
other crime coverages as may be desired in the amount of Five
Hundred Thousand Dollars ($500,000), with a Twenty-Five Thousand
Dollar ($25,000) deductible;
          (vi)  Protection and Indemnity coverage in the amount
of One Million Dollars ($1,000,000), or such amount not less than
Five Hundred Thousand Dollars ($500,000) as shall be commercially
available;
          (vii)  WCEL Package (with Longshore endorsement)
coverage in the amount of One Million Dollars ($1,000,000), with
a borrowing employer/alternate employer endorsement, to the
extent commercially available;
          (viii)  Any additional insurance coverage required by
the Loan Documents, any Governmental Authorities or Related
Contracts; and 
          (ix)  Such other and similar insurance as Owner or
Manager shall deem necessary or appropriate.
The Required Coverages shall be reevaluated every two (2) years
in comparison with industry standards, the purchasing power of
the dollar, and events or trends of liability affecting risks of
owning and operating a riverboat casino and amenities incidental
thereto after taking into consideration the insurance
requirements of the Loan Documents, any Governmental Authorities
and the Related Contracts.  The premiums for all insurance
obtained in accordance with this Section 11.1, shall be Operating
Expenses; provided, however, that should Manager's gross
negligence or willful misconduct result in a loss of all or a
portion of which is uninsured, such amounts shall be deducted
from Base Management Fees payable pursuant to Paragraph 8.1, if
necessary to reimburse Owner for such loss within twelve (12)
months of the occurrence. 
     The Required Coverages shall be maintained at all times
during the Initial Term and/or any Extension Period, as
appropriate, in the name and on behalf of and for the account of
Owner in relation to the operation of the Business.
     The Manager shall use commercially reasonable efforts to
provide the following:
          (a)  Prompt reporting of any incident or potential
claim on or about the Riverboat or Related Amenities;
          (b)  Assist and cooperate in the adjustment of all
claims;
          (c)  Implementation and monitoring of all loss control
practices as required by Owner or various insurance companies;
          (d)  Advise the Owner of any unsafe conditions or
hazards on or about the Riverboat or Related Amenities brought to
the attention of the Manager during the Term; and
          (e)  Any on-going reporting or other requirements of
the Required Coverages.
     11.2.   Property and Other Insurance.   Owner shall procure
and Manager shall at all times during the Term maintain, at
Owner's expense, insurance protecting the real and personal
property of the Business against fire, with all risk coverage
against other perils, including vandalism, malicious mischief,
flood, hurricane, tornado, earthquake, lightning, aircraft and
explosion, and also including boiler and machinery and business
interruption with ordinary payroll coverage and such other
insurance as is required by the Loan Documents (excluding,
however, insurance described in Section 11.3), any Governmental
Requirements, any Related Contracts, or commonly or prudently
maintained by owners of similar properties similarly used, in the
full replacement value at an agreed amount, including cost of
debris removal and increased cost of construction ("Property
Insurance").  Owner shall also obtain builder's risk and worker's
compensation, commercial general liability and automobile
liability coverage during all construction.  Owner may also
procure such additional kinds of coverage that Owner determines
shall be reasonable and prudent with respect to the Business or
as required by the Loan Documents, any Governmental Requirements
or any Related Contracts.
     11.3.   Dishonored Check Insurance.  Owner shall not obtain
insurance against loss due to dishonored checks unless such
insurance is required by any Lender or the Credit Policy, and
then only if commercially available.
     11.4.   Parties to be Covered by Insurance; Location of
Policies.   All policies of insurance procured pursuant to
Sections 11.1, 11.2 and 11.3 shall be in Owner's name and shall
name Manager as an additional insured by policy endorsement where
permitted by the terms and conditions of the various policies but
in all events with respect to all liability insurance.  All
policies shall name such other parties as may be required by the
Governmental Requirements or any Related Contract as the insured
persons thereunder, as their respective interests may appear, and
shall provide that they shall not be canceled, modified or denied
renewal without at least thirty (30) days prior written notice
(or such longer period as is required by Law) to each party that
is a named or additional insured thereunder.  Owner shall not be
required to cause any Person other than those Persons required to
be named pursuant to this Section 11.4 to be insured by any
insurance policy until thirty (30) days after Owner has received
notice of such Person's interest.  The originals of all policies
of insurance under Sections 11.1, 11.2 and 11.3 shall be held by
the Owner and duplicates thereof delivered to and held by the
Manager.
     11.5   Rights of Manager and Owner to Receive Information on
Insurance Matters.   Owner and Manager shall provide each other
and Lender with reasonably timely notice of coverage and all
other information concerning the insurance under Sections 11.1,
11.2 and 11.3 as they may reasonably request in writing.
     11.6   Insurance Coverage Upon Termination of Agreement.  
In the event of the termination of this Agreement for any reason,
Owner shall, at Owner's sole cost and expense, continue to name
Manager as an additional insured on the liability insurance
coverage required by this Agreement for one (1) year following
the date of the termination of this Agreement, provided that
Owner's obligations under this sentence are subject to the
commercial availability of such coverage from the existing
insurance carrier at a cost not to exceed one hundred twenty-five
percent (125%) of the premium paid for such insurance prior to
termination.  Owner shall provide Manager with evidence of the
foregoing coverages following the date of the termination of this
Agreement by the delivery of certificates of insurance evidencing
the current in-place coverage, together with such other
information as may be reasonably requested, from time to time, by
Manager.
     11.7   Other Insurance Requirements.   All the insurance
required under this Agreement shall be issued by insurance
companies authorized to do business in the State of Louisiana,
with a financial rating of at least A- as rated in the most
recent edition of Best Insurance Reports, or an equivalent rating
by a responsible company providing similar services if Best
Insurance Reports ceases to be regularly published.  If and to
the extent available, all such policies shall be nonassessable
and shall contain language to the effect that (i) any loss shall
be payable notwithstanding any negligence of any named or
additional insured that might otherwise result in a forfeiture of
the insurance to the extent such protection is reasonably
available, (ii) the insurer waives the right of subrogation
against Owner and Manager and their respective Affiliates' and
its and their respective officers, directors, employees, agents
and representatives and (iii) the policies are primary and
noncontributing with any insurance that may be carried by any
named or additional insured.  Neither party shall voluntarily
make material changes in such insurance policies without the
consent of the other party unless required by any Governmental
Requirement.
12.  DAMAGE AND CONDEMNATION
     12.1   Material Destruction.   In the event (i) the
Riverboat and/or the Related Amenities is destroyed or damaged to
the extent that the cost of restoring the damage will exceed
fifty percent (50%) of the replacement cost of the Project
immediately prior to such casualty; (ii) the cost of restoring
the damage will exceed the proceeds of insurance payable in
connection with such casualty by an amount equal to twenty-five
percent (25%) or more of the cost of restoring the damage; (iii)
the Riverboat is sunk or otherwise lost or (iv) the Riverboat
will be inoperable, in accordance with applicable Governmental
Requirements, for a period of six (6) or more months (in any
event, "Material Destruction"), either party hereto may terminate
this Agreement by written notice to the other party given within
ninety (90) days following such casualty.  Notwithstanding the
foregoing, if the Related Amenities are subject to a Material
Destruction but the Riverboat has sustained no damage, then
Manager shall not have the right to terminate this Agreement as
aforesaid unless Owner is unable to locate and establish an
alternative berthing site within ninety (90) days of the
occurrence of the Material Destruction.  In the event of
termination of this Agreement pursuant to this Section 12.1, this
Agreement shall terminate as of the date set forth in such notice
as though such date were the date originally fixed for the
expiration of the Term, and neither party shall have any
obligation to the other arising out of or in any way connected
with the provisions of this Agreement, except for those
provisions which by their terms are intended to survive
termination or which obligations have already accrued.  In the
event that Owner shall determine within one hundred eighty (180)
days after such casualty to restore the damaged property, Owner
shall give notice to Manager and Manager shall have the right, at
its option, to reinstate this Agreement as of a date within sixty
(60) days of the receipt by Manager of notice from Owner.
     12.2   Partial Destruction.   In the event the Riverboat or
the Related Amenities is damaged by fire or other casualty and
such damage does not result in Material Destruction (a "Partial
Destruction"), Owner shall repair the Riverboat or the Related
Amenities, as the case may be, as nearly as practical to the
condition they were in prior to such damage.  Casualty insurance
proceeds arising out of any loss or damage to the Riverboat,
Related Amenities or any portion thereof shall be specifically
utilized for the repair and restoration of the portion of the
property so damaged.  Owner shall cause such repair to be made
with all reasonable dispatch so as to complete the same at the
earliest possible date and shall consult with Manager regarding
the allocation and expenditure of insurance proceeds in
connection with any repair and/or replacement within the Project.


     12.3.   Excess Proceeds.   Any insurance proceeds paid in
connection with a Material Destruction or Partial Destruction
which are in excess of the amount necessary to restore or rebuild
as required by Sections 12.1 and 12.2 shall be paid to Owner.  
     12.4   Substantial Condemnation.   In the event all or
substantially all of the Riverboat and/or Related Amenities shall
be taken in any eminent domain, condemnation, compulsory
acquisition, seizure or similar proceeding by any competent
authority for any public or quasi-public use or purpose, or any
portion of the Riverboat and/or Related Amenities is so taken so
as to make it imprudent or unreasonable to continue to operate
the Business after making all reasonable repairs and restoration
to the Riverboat and/or Related Amenities (a "Substantial
Condemnation"), then either party shall have the right to
terminate this Agreement upon written notice to the other party
within ninety (90) days of the conclusion of the condemnation
proceedings.  All award proceeds resulting from a Substantial
Condemnation shall belong to Owner; provided however, that
Manager shall have the right to separately assert, prosecute,
collect upon and retain, any claims for loss or damage suffered
by Manager by reason of or relating to a Substantial
Condemnation.  Notwithstanding the foregoing, if the Related
Amenities are subject to a Substantial Condemnation but the
Riverboat has sustained no damage, then Manager shall not have
the right to terminate this Agreement as aforesaid unless Owner
is unable to locate and establish an alternative berthing site
acceptable to Manager within ninety (90) days of the occurrence
of the Substantial Condemnation.
     12.5.   Partial Condemnation.   In the event a portion of
the Riverboat or Related Amenities shall be taken by the events
described in Section 12.4, or is affected, but only on a
temporary basis, and as a result, it is not imprudent or
unreasonable to continue to operate the Business (a "Partial
Condemnation") after making all reasonable repairs and
restoration, this Agreement shall not terminate and Owner shall
use the award to repair and restore the Riverboat or Related
Amenities, or so much thereof as is reasonably necessary to
render it a complete and satisfactory architectural unit as close
as reasonably possible to its condition prior to such event.  The
balance of such award, if any, shall belong to Owner.  
     12.6.   Casualty Management Fees.   Manager shall have the
right to maintain business interruption insurance as an Operating
Expense of the Project and in the event of a destruction, damage,
or condemnation covered under this Article 12, Manager shall be
entitled to retain any payments from such business interruption
insurance to the extent of the Base Management Fees and any other
amounts payable to Manager or its Affiliates  pursuant to this
Agreement.  Any additional business interruption insurance
obtained for or on behalf of Owner shall belong to Owner and
Manager shall have no right to any payments made in respect of
such insurance.  In the case of a Partial Condemnation which
results in a reduction in the gaming floor area of the Riverboat,
the threshold dollar amounts used in calculating the Base
Management Fee shall be equitably reduced.  If Owner rebuilds or
restores following any damage, destruction or Partial
Condemnation or Partial Damage, Manager shall provide the
construction and pre-opening consulting services provided in this
Agreement at a fee equal to the actual out-of-pocket costs and
expense (including employee compensation) incurred in providing
such services.
13.  INDEMNIFICATION
     13.1.   Owner Indemnity.   Owner hereby covenants and agrees
to indemnify, save and defend, at Owner's sole cost and expense,
and hold harmless, Manager and its Affiliates and their
respective officers, directors, employees and agents
(collectively, "Owner Indemnitees"), from and against the full
amount of any and all Losses.  For purposes of this Section 13.1,
the term "Losses" shall mean any and all liabilities, claims,
suits, administrative proceedings, losses, damages or costs which
may be asserted against an Owner Indemnitee arising from or
relating to the financing, construction, renovation, repair or
operation of the Riverboat and/or Related Amenities, and shall
include expenses of defense including, without limitation,
attorneys' fees.  The term "Losses" does not include (and this
indemnity shall not apply to) Losses resulting from an Owner
Indemnitee's willful, wanton or criminal misconduct, gross
negligence or fraud or actions taken outside the scope of their
duties under this Agreement.  Each Owner Indemnitee will use
commercially reasonable efforts to promptly notify Owner of such
action, suit or proceeding which relates to any matter covered by
the indemnity in this Section 13.1.
     13.2   Manager Indemnity.   Manager hereby covenants and
agrees to indemnify, save and defend, at Manager's sole cost and
expense, and hold harmless, Owner and its Affiliates and their
respective officers, directors, employees and agents
(collectively, "Manager Indemnitees") from and against any and
all liabilities, claims, losses, damages, costs or expenses that
may be asserted against a Manager Indemnitee arising from or
relating to the grossly negligent, willful or criminal misconduct
or fraud of Manager in the operation of the Business (for
purposes of this Section 13.2, "Losses") other than Losses
resulting from Manager's Indemnitees' willful, wanton or criminal
misconduct, negligence or fraud.  Owner will promptly notify
Manager of such action, suit or proceeding which relates to any
matter covered by the indemnity in this Section 13.2.
     13.3.   Legal Fees, Etc.; Procedures.   Each indemnitor
under this Article 13 shall reimburse each Indemnitee for any
legal fees and costs, including reasonable attorneys' fees and
other litigation or proceeding expenses, even if the claim is
groundless, false or fraudulent, reasonably incurred by such
Indemnitee in connection with investigating or defending against
Losses with respect to which indemnity is provided hereunder;
provided, however, that an indemnitor shall not be required to
indemnify an Indemnitee for any payment made by such Indemnitee
to any claimant in settlement of Losses (as defined in Sections
13.1 and/or 13.2) unless such settlement has been previously
approved by the indemnitor.  If Losses are asserted, or if any
action or suit is commenced with respect thereto, for which
indemnity may be sought against an indemnitor hereunder, the
Indemnitee shall notify the indemnitor in writing within ten (10)
days after the Indemnitee shall have had actual knowledge of the
assertion or commencement of the Losses or a claim which could
give rise to Losses, which notice shall specify in reasonable
detail the matter for which indemnity may be sought.  The
indemnitor shall have the right, upon notice to the Indemnitee
given within thirty (30) days following its receipt of the
Indemnitee's notice (or shorter period if such notice specifies
such shorter period and provides reasonable justification
therefor), to take primary responsibility for the prosecution,
defense or settlement of such matter, including the employment of
counsel chosen by the indemnitor with the approval of the
Indemnitee, which approval shall not be unreasonably withheld,
delayed or conditioned, and payment of expenses in connection
therewith.  The Indemnitee shall provide, without cost to the
indemnitor, all relevant records and information reasonably
required by the indemnitor for such prosecution, defense or
settlement and shall cooperate with the indemnitor to the fullest
extent possible.  The Indemnitee shall assist in enforcing any
rights of contribution or indemnity against any Person.  The
Indemnitee shall not admit liability, voluntarily make any
payment, assume any obligation or incur any expense with respect
to any Loss without Indemnitor's written consent.  The Indemnitee
shall have the right to employ its own counsel in any such matter
with respect to which the indemnitor has elected to take primary
responsibility for prosecution (without regard to Paragraph
6.10.7), defense or settlement, but the fees and expenses of such
counsel shall be the expense of the Indemnitee except when an
Indemnitee has engaged its own counsel due to a conflict of
interest between indemnitor's and Indemnitee's interests in which
case such fees and expenses shall be paid in accordance with this
Section 13.3.
14.  ASSIGNMENT.
     14.1.   Sale/Assignment.   Owner may assign or otherwise
transfer all or any portion of its interest in the Business, the
Project or this Agreement at any time after the date hereof only
with Manager's prior written approval (which approval may be
granted or withheld in Manager's sole discretion) and, unless
otherwise approved by Manager, only if  this Agreement remains in
full force and effect and the transferee assumes Owner's
obligations hereunder.  Owner may from time to time mortgage or
otherwise encumber its interest in the Project provided that the
mortgagee agrees to be bound by Owner's covenants and agreements
contained in this Agreement and not to disturb Manager's rights
under this Agreement in the event of a foreclosure.  In the event
of any such transfer or mortgage, the transferee shall not be a
competitor of Manager.  Except as set forth below, Manager may
not assign or otherwise transfer this Agreement without first (i)
obtaining the consent of Owner and (ii) complying with any other
Governmental Requirements.  The bad reputation or financial
condition of the proposed assignee or reasonably anticipated
licensing problems shall be a reasonable basis for denial of such
consent by Owner but shall not be the only basis for such denial.

In addition, a lack of extensive successful casino or riverboat
operating experience in respect of first class casinos in the
United States, poor or mediocre historical operating performance,
previously unsatisfactory relationships with the proposed
transferee, likelihood of significant conflicts of interest,
restrictions imposed by any Governmental Requirements or the
unwillingness of any Lender or Governmental Authority to consent
to any transfer shall be reasonable basis for denial of such
consent by Owner but shall not be the only basis of such denial. 
The following shall not be subject to the restrictions on Manager
set forth in this Section 14.1: (a) assignment or other transfer
of publicly-held stock in a publicly-traded corporation, (b) any
transfer or assignment necessary to satisfy any condition, or
required by any covenant, condition or provision contained in any
Loan Documents, provided that such transferee or assignee shall
not adversely affect Owner's or Manager's or either of their
Affiliates' ability to obtain or maintain gaming licenses in
Louisiana or any other jurisdiction, (c) any transfer of
Manager's Interest under this Agreement to an Affiliate of
Manager or in the event of a merger, consolidation or
reorganization of Manager or in connection with the acquisition
of Manager or of all or substantially all of the assets of
Manager; (d) any transfer or assignment of this Agreement in
connection with any transfer by foreclosure or deed in lieu of
foreclosure of the Riverboat and/or Related Amenities or any part
thereof, provided that such transferee or assignee shall not
adversely affect Owner's or Manager's or any of their Affiliates'
ability to obtain or maintain gaming licenses in Louisiana or any
other jurisdiction; or (e) any transfer required by any gaming or
other governmental authority.  Notwithstanding anything to the
contrary contained herein, in the event of any change in Control
of Owner or any transfer by Owner of its interest in the
Business, the Project or this Agreement, Manager shall have the
right at any time thereafter, but upon at least ninety (90) days
prior written notice, to terminate this Agreement as though the
date set forth in such notice was the date originally fixed for
the expiration of the Term.
     14.2.   Effect of Assignment.   In the event the necessary
consents to an assignment of this Agreement are given, no further
assignment that is restricted by Section 14.1 shall be made
without the express written consent of the parties whose consent
is required in Section 14.1.  An assignment to which the other
party (and any other necessary Person) has expressly consented in
writing shall relieve the assignor of its obligations under this
Agreement after the effective date of such assignment provided
that the assignee specifically assumes all of the assignor's
obligations and duties recited herein after the effective date of
such assignment pursuant to a written assignment.  An assignment
by either Owner or Manager of its interest in this Agreement
which is permitted hereby shall inure to the benefit of and be
binding upon their respective successors, heirs, legal
representatives or assigns to the same extent as if such
successors were an original party to this Agreement.
15.  DEFAULT/STEP-IN RIGHTS
     15.1.   Definition.   The occurrence of any one or more of
the following events which is not cured within the time permitted
shall constitute a default under this Agreement (hereinafter
referred to as a "Default" or an "Event of Default") as to the
party failing in the performance or effecting the breaching act:
          15.1.1.   Manager's Defaults.   If Manager shall (a)
fail to make any monetary payment required hereunder on or before
the due date and such failure continues for five (5) Business
Days after receipt by Manager of a written notice from Owner
specifying such failure (excluding, however, any failure that is
attributable to sufficient Owner funds not being available to
make such payment), (b) (i) fail to obtain or maintain or (ii) to
have revoked any Manager Operating Permits or Owner Operating
Permits which Manager is obligated to obtain or maintain as set
forth on Exhibit "B," if any, (excluding, however, any such
failure which is caused by Owner or any Affiliate of Owner), (c)
fail to perform or comply with any of the covenants, agreements,
terms or conditions contained in this Agreement applicable to
Manager (other than monetary payments) and such failure shall
continue for a period of thirty (30) days after written notice
thereof from Owner to Manager specifying in reasonable detail the
nature of such failure, or, in the case such failure is of a
nature that it cannot, with due diligence and good faith, be
cured within thirty (30) days, if Manager fails to proceed
promptly and with all due diligence and in good faith to cure the
same and thereafter to prosecute to completion the curing of such
failure with all due diligence, or (d) take or fail to take any
action to the extent required of Manager under this Agreement
that creates a default under or breach of any Loan Document, any
Related Contract or any Governmental Requirement unless Manager
cures such default or breach prior to the expiration of
applicable notice, grace and cure periods, if any (excluding,
however, any such failure which is caused by Owner or any
Affiliate of Owner).  Manager shall only be required to cure any
defaults with respect to which Manager has a duty hereunder.
          15.1.2.   Owner's Default.   If Owner shall (a) fail to
make any monetary payment required under this Agreement or any
Related Contract or under Owner's Operating Agreement, which duty
has not been delegated to Manager, including Owner's Advances, on
or before the due date recited herein and said failure continues
for five (5) Business Days after written notice from Manager
specifying such failure, (b) (i) fail to obtain or maintain or
(ii) to have revoked any Owner Operating Permits, (c) cause (i)
the rejection of a Manager's application for or (ii) the
revocation of, any Manager Operating Permits, (d) cause any
gaming authority in any jurisdiction to (i) reject or threaten to
reject any application for a gaming license or (ii) revoke or
threaten to revoke a gaming license for Manager or any Affiliate
of Manager for any other gaming facility in any jurisdiction, or
(e) fail to perform or comply with any of the other covenants,
agreements, terms or conditions contained in this Agreement or
any Related Contract or in Owner's Operating Agreement,
applicable to Owner (other than monetary payments) and such
failure shall continue for a period of thirty (30) days after
written notice thereof from Manager to Owner specifying in
reasonable detail the nature of such failure, or, in the case
such failure is of a nature that it cannot, with due diligence
and good faith, cure within thirty (30) days, if Owner fails to
proceed promptly and with all due diligence and in good faith to
cure the same and thereafter to prosecute the curing of such
failure to completion with all due diligence.  In addition, any
other event described elsewhere as an Event of Default with
respect to Owner shall constitute an Owner Default.
          15.1.3.   Bankruptcy.   If either party (i) applies for
or consents to the appointment of a receiver, trustee or
liquidator of itself or any of its property, (ii) makes a general
assignment for the benefit of creditors, (iii) is adjudicated a
bankrupt or insolvent or (iv) files a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or
an arrangement with creditors, takes advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or
liquidation law, or admits the material allegations of a petition
filed against it in any proceedings under any such General Law
then such event shall constitute an Event of Default with respect
to the party to the Agreement to which it has occurred.
          15.1.4.   Reorganization/Receiver.   If an order,
judgment or decree is entered by any court of competent
jurisdiction approving a petition seeking reorganization of
Manager or Owner, as the case may be, or appointing a receiver,
trustee or liquidator of Manager or Owner, as the case may be, or
of all or a substantial part of any of the assets of Manager or
Owner, as the case may be, and such order, judgment or decree
continues unstayed and in effect for a period of sixty (60) days
from the date of entry thereof then such event shall constitute
an Event of Default with respect to the party to the Agreement to
which it has occurred.
     15.2.   Delays and Omissions.   No delay or omission as to
the exercise of any right or power accruing upon any Event of
Default shall impair the non-defaulting party's exercise of any
right or power or shall be construed to be a waiver of any Event
of Default or acquiescence therein.
     15.3.   Disputes in Arbitration.   Notwithstanding the
provisions of this Article 15, any occurrence which would
otherwise constitute a Default or Event of Default hereunder
shall not constitute a Default or Event of Default if such
occurrence relates to or arises out of a dispute which is subject
to arbitration pursuant to the arbitration provisions of Article
21 and the party claimed to be in Default is timely complying
with the arbitration procedures and requirements set forth in
Article 21.
16.  REMEDIES AND TERMINATION
     16.1.   Owner's Remedies.   Upon the occurrence of a Default
by Manager, Owner shall be entitled to:
          16.1.1.   Terminate this Agreement by Owner's written
notice to Manager with such termination being effective thirty
(30) days after delivery of such notice;
          16.1.2.   Obtain specific performance of Manager's
obligations hereunder and injunctive relief; or
          16.1.3.   Exercise Owner's "step-in" rights pursuant to
Paragraph 16.1.4.
          16.1.4.   Step In Rights.  (a)  If sufficient Owner
funds are available, and Manager fails to pay when due any amount
which it is Manager's responsibility to pay from such Owner funds
pursuant to this Agreement, upon five (5) days written notice to
Manager with respect to any Operating Expense, and with respect
to Debt Service or any other non-Operating Expense with such
notice, if any, as may be reasonable under the circumstances
(except in the event that Manager has exposure to potential
material liability in connection with making such payments in
which case Owner shall give Manager two (2) days written notice),
and without waiving or releasing Manager from any responsibility
hereunder, Owner may (but shall not be required to) pay such
amounts (including fines, penalty interest and late payment fees)
and take all such action as may be necessary in respect thereof. 
Manager shall, following such payments by Owner, promptly
reimburse Owner from the Bank Accounts to the extent funds are
available for the amount which Manager failed to pay when due. 
In addition, if Manager's failure to make such payments has
resulted in fines, penalty interest or late payment fees being
assessed and Owner has made such payments, then Manager shall
immediately disburse to Owner from the Bank Accounts such amounts
as may be necessary to reimburse Owner for payments of fines,
penalty interest or late payment fees assessed as a consequence
of Manager's failure to pay and Manager shall promptly deposit
into the appropriate Bank Accounts, from Manager's own funds, the
full amount of any such fines, penalty interest or late payment
fees.
          (b)  If Manager fails to take any action which it is
Manager's responsibility under this Agreement to take and a
consequence is to expose Owner to a material loss or Business
patrons to a material risk of physical safety, upon five (5) days
written notice to Manager (except in any emergency in which case
Owner shall give Manager such notice, if any, as is reasonable
under the circumstances), without waiving or releasing Manager
from any obligation of Manager hereunder, Owner may (but shall
not be required to) take such actions as may be necessary to
protect the Owner from such a material loss and/or to protect the
Business patrons.  Manager shall, following any payments by Owner
made with respect to such actions, promptly reimburse Owner from
the Bank Accounts, to the extent funds are available, the amount
which Owner has expended.  In addition, if Manager's failure to
take such action has resulted in fines or late payment fees being
assessed and Owner has made such payments, then Manager shall
immediately disburse to Owner from the Bank Accounts such amounts
as are necessary to reimburse Owner for any fines or late payment
fees paid by Owner in connection with taking such action on
Manager's behalf and Manager also shall deposit into the
appropriate Bank Account, from Manager's own funds, the full
amount of such payment made to Owner.
     16.2.   Manager's Remedies.   Upon the occurrence of a
Default by Owner, Manager shall be entitled to:
          16.2.1.   Terminate this Agreement by Manager's written
notice to Owner, with such termination being effective thirty
(30) days after delivery of such notice, provided that Manager
has given Lender written notice of an opportunity to cure Owner's
Default; or
          16.2.2.   Obtain specific performance of Owner's
obligations hereunder and injunctive relief.
          16.2.3.   Lender Rights to Cure.   If Owner fails to
timely make any payment required under this Agreement, Lender
shall have fifteen (15) Business Days after written notice from
Owner or Manager (whichever comes first) to cure such Default by
making such payment.  In the event Owner shall fail to timely
perform or comply with any of the covenants, agreements, terms or
conditions in this Agreement applicable to Owner, Manager shall
give written notice to Lender, prior to declaring Owner in
Default and Lender shall have cure rights which are the same as
Owner's.  All such cure rights vested in Lender under this
Paragraph 16.2.3 shall run consecutively with those vested in
Owner under Paragraph 16.1.4.
     16.3.   Remedies Nonexclusive.   No remedy granted to either
Owner or Manager under Sections 16.1 and 16.2, respectively, is
intended to be exclusive of any other remedy herein or by General
Law provided, but each shall be cumulative and shall be in
addition to every other remedy given hereunder or now or
hereafter existing at law or in equity.
     16.4.   Termination.   This Agreement shall terminate upon
the occurrence of any of the following events:
          16.4.1.   The expiration of the stated Term including
any extensions effected by Manager in accordance with the terms
hereof;
          16.4.2.   Agreement by both parties in writing to
terminate this Agreement;
          16.4.3.   If the Pre-Opening Conditions are not waived
by Owner or Manager or appropriate Governmental Authority or
satisfied by Owner or Manager within twelve (12) months from the
date hereof, Owner or Manager shall have the option to terminate
this Agreement by written notice to the other in which event this
Agreement shall terminate and neither Owner nor Manager shall
have any further duties or obligations whatsoever to the other
and each party shall pay all of its costs and expenses incurred
in connection with this Agreement through the date of
termination.
          16.4.4.   Owner is not awarded a Riverboat Gaming
License from the Louisiana Riverboat Gaming Enforcement Division 
for the operation of the Business at the Project, Owner and
Manager shall each have the option to terminate this Agreement at
any time after written receipt of notice thereof or in the event
such license is revoked or suspended for in excess of ten (10)
days by written notice to the other, in which event this
Agreement shall immediately terminate and neither Owner nor
Manager shall have any further duties or obligations whatsoever
to the other;
          16.4.5.   Manager is unable or unwilling to comply with
the terms or conditions, including financial obligations, imposed
by any Governmental Authority in connection with any Operating
Permit, at the election of Owner, effective upon delivery of
written notice to Manager;
          16.4.6.   The exercise of any termination right
expressly granted to either Owner or Manager in this Agreement.  
     16.5.   Effect of Termination.   Upon termination of this
Agreement, all sums owed by either party to the other shall be
paid within thirty (30) days of the termination date.  In the
event of any termination of this Agreement for any reason other
than as a consequence of Manager's Default, or the failure of one
or more of the Pre-Opening Conditions to be satisfied or pursuant
to Paragraph 16.4.4, Owner shall, notwithstanding such
termination, be liable to Manager for the fees earned and
reasonable out-of-pocket expenses incurred by Manager in
conformity with this Agreement prior to such termination as
follows: (i) unpaid accrued and payable Base Management Fee and
Manager's Advances (including any unpaid accrued interest
thereon), if any, plus (ii) all reimbursable costs to Manager
which were properly incurred prior to termination in connection
with the performance of Manager's obligations in conformity with
this Agreement, plus (iii) such losses and damages as Manager may
have incurred or suffered by reason of such termination.  If the
termination of this Agreement is a consequence of Manager's
Default, Manager shall not have the right to collect any amounts
due Manager under this Section 16.5 from the Bank Accounts, nor
shall Manager have the right to exercise set-off with respect to
such amounts owed.  In such event, Owner shall pay Manager the
amounts owed Manager described in clauses (i) and (ii) above
through the date of termination, after deducting therefrom any
amounts owed by Manager to Owner together with the amount of any
damages or expenses incurred by Owner as a result of Manager's
Default.

     16.6.   Proprietary Information.   In the event of
termination of this Agreement, Manager will, subject to
applicable Gaming and/or General Laws, relinquish to Owner all of
the Books and Records and the marketing, credit and customer data
contained in operating records of the Business and which are
generated by Manager in connection with its duties hereunder.  As
of the termination of this Agreement, Manager shall have the
right to copy such records prior to relinquishing control over
them to Owner.  Owner and Manager acknowledge that pursuant to
the sharing of information by and among Owner, Manager and
Manager's Affiliates, Owner, Manager and Manager's Affiliates
will have information and copies of records from the Business
prior to termination and nothing herein shall prevent the use of
such information so obtained.  Upon termination of this Agreement
for any reason, Manager's marketing, credit and customer data and
proprietary computer programs generated prior to the date hereof
shall remain the sole property of Manager, and shall not be used
or disclosed to other Persons by Owner or its agents or
Affiliates.  Owner recognizes, acknowledges and agrees that
Manager and/or its Affiliates manage other casinos in addition to
the Business and that Manager and/or its Affiliates shall, during
the Term and thereafter, have and enjoy the continuing right to
use all portions of its national marketing database in
conjunction with management, operation or ownership by Manager
and/or its Affiliates of any other such properties.
     16.7.   Manager Responsibilities.   In the event of
termination of this Agreement, Manager will relinquish control of
(i) all Bank Accounts, (ii) the Capital and Riverboat
Replacements Funds and (iii) all funds in or accounts in
Manager's control which relate to the Related Amenities or the
portion of the Riverboat related to Gaming Activities other than
the amount of the Bankroll to which Manager is entitled pursuant
to Section 22.2.  Manager shall make its Senior Staff available
to Owner for a period of sixty (60) days at Owner's expense to
ensure an orderly and uninterrupted transition of the management
of the Business.
     16.8.   Survival of Representations and Indemnifications.  
Notwithstanding anything contained herein to the contrary, the
parties acknowledge that the representations, covenants and
indemnifications set forth in Articles 9, 10, 11, 13, 16 and
Sections 6.6, 23.4, 23.6, 23.8, 23.9, 23.10 and 23.14 shall
survive the termination or expiration of this Agreement.  All
amounts due and payable from either party to the other shall
survive the termination of this Agreement.
17.  LICENSE PROTECTION
     17.1.   Owner Denial.   If at any time (a) either Owner or
any Person owning any of the issued and outstanding stock of (or
beneficial interest in) either Owner or an Affiliate of Owner or
an officer, director, partner or member of any of them is denied
a license, found unsuitable, or is denied any other Approval with
respect to the Business or any other gaming operation in the
United States or any other jurisdiction by a Gaming Authority
because of such Person's misconduct or association with any other
Person, or is required by any Gaming Authority to apply for an
Approval, does not apply within any required time limit
(including extensions, if any) or wrongfully withdraws any
application for Approval, and if the result of the foregoing has
or would have an adverse effect on Manager or any Affiliate of
Manager with respect to its operation or ownership of a gaming
establishment under any Gaming Authority in the United States or
any other jurisdiction or does or would materially delay
obtaining any Approval affecting Manager or any Affiliate of
Manager, or (b) any Gaming Authority commences or threatens to
commence any suit or proceeding against either Manager or an
Affiliate or to terminate or deny any right or Approval of
Manager or any Affiliate because of the reputation or misconduct
of Owner, any Affiliate of Owner or any Person owning a
beneficial interest in Owner (all of the foregoing events
described in clauses (a) and (b) above are collectively referred
to as an "Owner Denial"), said Owner Denial shall be a Default
and shall entitle Manager to its remedies under Article 16.  If
Manager exercises its right to terminate this Agreement pursuant
to Article 16 solely as the result of an association of Owner or
any Person associated with Owner, there shall be no Default and
this Agreement shall not terminate if Owner ends such association
within thirty (30) days after Manager's notice or such other
period of time, if any, as the Gaming Authority gives for
termination of such association.  Owner and all Persons
associated with Owner shall promptly, and in all events within
any time limit established by Law or such Gaming Authority,
furnish each Gaming Authority with any information requested by
such Gaming Authority and shall otherwise fully cooperate with
all Gaming Authorities including any required inspections.  The
purpose of this Section 17.1 is solely to protect existing
licenses of Manager and Manager's Affiliates.  This Section 17.1
does not apply to any event described above that does not
jeopardize the continued viability of such licenses.  Any Owner
Denial that is attributable in whole or in part to the acts or
omissions of Manager shall not constitute an Owner Default.
     17.2.   Manager's Louisiana Licensing.
          17.2.1.   Manager Licensing.  (a) Manager shall use
commercially reasonable efforts to apply for and pursue all
Manager Operating Permits and those Owner Operating Permits
identified on Exhibit "B," if any, expeditiously as possible.  If
Manager must apply for any such Operating Permit earlier than set
forth above to avoid being disqualified or adversely affecting
the Construction Schedule or the Estimated Opening Date, Manager
shall do so.  If, by final and non-appealable action, Manager
shall have been denied any Manager Operating Permits, Owner shall
have the right to terminate this Agreement upon written notice to
Manager by Owner.  In the event Manager is issued any Manager
Operating Permit which is subject to or conditioned upon:  (i)  a
requirement of Manager which is ministerial in nature, then if
Manager promptly gives Owner reasonably satisfactory written
assurance that such condition can reasonably be complied with on
or before the Estimated Opening Date, Manager shall be deemed
licensed for purposes hereof; or (ii) any other requirement of
Manager, then if Manager gives Owner reasonably satisfactory
written assurance that such condition can reasonably be complied
with on or before the Estimated Opening Date within the earlier
of:  (a) the Estimated Opening Date; or (b) fifteen (15) Business
Days after Manager receives notice of such condition, then
Manager shall be deemed licensed for purposes hereof.  If Manager
is unable or unwilling to give Owner such reasonably satisfactory
written assurance, Owner shall have the right, upon written
notice to Manager, to terminate this Agreement.  
     (b)   Manager shall promptly prepare for submission in
connection with any request for proposal for the Riverboat
Operating Contract, such information relating to itself and the
proposed operation and management of the Business as required in
the request for proposal or as reasonably requested by Owner. 
Owner shall have the right to terminate the Agreement upon
written notice to Manager if during the negotiations for the
Berthing Rights and Riverboat Operating Contract Manager is
unwilling or unable to agree to changes to the Agreement (i)
required by the Louisiana Riverboat Economic Development and
Gaming Corporation or (ii) otherwise made necessary in order to
comply with proposed provisions of the Riverboat Operating
Contract.
          17.2.2.   Manager Denial.   If at any time (a) Manager,
any Affiliate of Manager or any Person associated in any way with
Manager is (1) denied a license, found unsuitable, or is denied
any other Approval with respect to the Business or any other
gaming operation elsewhere in the United States by a Gaming
Authority or (2) required by any Gaming Authority to apply for an
Approval, does not apply within any required time limit
(including extensions, if any) or wrongfully withdraws any
application for Approval, and if the result of the foregoing has
or would have an adverse effect on Owner or any Affiliate of
Owner or any officer or director of Owner or its Affiliates with
respect to such Person's or Owner's or its Affiliates' operation
of a gaming establishment under any Gaming Authority in the
United States, or does or would materially delay obtaining any
Approval affecting Owner or any Affiliate of Owner, or (b) any
Gaming Authority commences or threatens to commence any suit or
proceeding against either Owner or an Affiliate or to terminate
or deny any right or Approval of Owner or any Affiliate because
of the reputation or misconduct of Manager, any Affiliate of
Manager or any Person owning a beneficial interest in Manager
(all of the foregoing events described in (a) and (b) above are
collectively referred to as a "Manager Denial"), said Manager
Denial shall entitle Owner to terminate this Agreement upon
written notice to Manager.  If Owner exercises its right to
terminate this Agreement pursuant to this Paragraph 17.2.2 solely
as the result of an association of Manager or any Person
associated with Manager, this Agreement shall not terminate if
Manager ends such association within such period of time, if any,
as the Gaming Authority gives for terminating such association. 
Manager and all Persons associated with Manager shall promptly,
and in all events within any time limit established by General
Law or such Gaming Authority, furnish each Gaming Authority any
information requested by such Gaming Authority and shall
otherwise fully cooperate with all Gaming Authorities including
any required inspections.  The purpose of this Paragraph 17.2.2
is solely to protect existing and future licenses of Owner and
Owner's Affiliates and of their respective officers and
directors.  Notwithstanding the foregoing, this Paragraph 17.2.2
does not apply to any event described herein that does not
jeopardize the continued viability of such licenses.  Any Manager
Denial that is attributable in whole or in part to the acts or
omissions of Owner shall not entitle Owner to terminate this
Agreement.
     17.3.   Owner's Louisiana Licensing.   Owner shall maintain
any Owner Operating Permits the responsibility for the
maintenance of which Owner has not requested of Manager in
writing pursuant to this Agreement.  Notwithstanding the
foregoing, Manager shall maintain the Owner Operating Permits
listed on Exhibit "B" unless otherwise instructed by Owner in
writing.
18.  UNAVOIDABLE DELAYS
     The provisions of this Article 18 shall be applicable if
there shall occur during the Term any (i) strike(s), lockout(s)
or labor dispute(s), (ii) inability to obtain labor or materials,
or reasonable substitutes therefor, (iii) acts of God,
governmental restrictions, regulations or controls, enemy or
hostile governmental action, civil commotion, fire or other
casualty, (iv) delay attributable to the failure to obtain any
Construction Permit, Operating Permit or any Approval for reasons
that are not the fault of or beyond the reasonable control of the
party obligated or (v) other conditions similar to those
enumerated in this Article 18 beyond the reasonable control of
the party obligated to perform (collectively referred to as
"Unavoidable Delay").  If Manager or Owner shall, as the result
of any of the above-described events, fail to timely perform any
of its obligations under this Agreement, then, upon written
notice to the other within a reasonable time that such event has
occurred, such failure shall be excused and not be a breach of
this Agreement by the party claiming an Unavoidable Delay, but
only to the extent occasioned by such event.  If any right or
option of either party to take any action under or with respect
to the Term is conditioned upon the same being exercised within
any prescribed period of time or at or before a named date, then
such prescribed period of time or such named date shall be deemed
to be extended or delayed, as the case may be, upon written
notice, as provided above, for a time equal to the period of the
Unavoidable Delay.  Notwithstanding anything contained herein to
the contrary, the provisions of this Article 18 shall not be
applicable to the time periods for satisfying Manager's or
Owner's obligation to make any payments to the other pursuant to
the terms of this Agreement nor shall this Article operate to
extend any time period set forth in Section 16.5.
19.  RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS
     19.1.   No Joint Venture or Ownership.   Nothing contained
in this Agreement shall be deemed or construed by the parties or
by any third party as (i) creating the relationship of a
partnership or joint venture between the parties to this
Agreement, or (ii) creating or vesting any right, title,
interest, estate, equity participation or beneficial ownership
interest in favor of Manager in or to the Riverboat or the
Related Amenities except the contractual rights created in
Manager by this Agreement.  Neither any provisions contained
herein nor any acts of the parties pursuant to this Agreement
shall be deemed to create any relationship between the parties
other than the relationship of owner and manager, as provided in
this Agreement.
     19.2.   Affiliates.
          19.2.1.   The parent of Manager and/or other Affiliates
of Manager may provide services to, provide loans and funds to,
negotiate for, provide personnel to, and, from time to time, take
actions on behalf of or for the benefit of Manager by direct
dealings with Owner or those acting for it.  Manager shall be
responsible to Owner under this Agreement for the acts of
Affiliates in the performance of services of Manager under this
Agreement as if such Affiliates were Manager's employees or
agents.
          19.2.2.   The parent corporations of Manager shall not
be liable to Owner and the parent corporations of Owner shall not
be liable to Manager for obligations or liabilities of Manager or
Owner, respectively, in the absence of a direct and independent
contract right between such parent corporations and Owner or
Manager, as the case may be.
          19.2.3.   All contracts and other arrangements with
Affiliates of Manager shall automatically terminate within sixty
(60) days of terminating this Agreement.  The parties acknowledge
that in the event of a dispute between the parties concerning the
services, fees or charges of an Affiliate of Manager, if the
parties cannot resolve the matter within thirty (30) days, it
shall be submitted to arbitration pursuant to the provisions of
Article 21, and the results of the arbitration shall be final on
both parties and any adjustment, if required, shall be paid by
the applicable party.
20.  FINANCING MATTERS
     20.1.   Restrictions on Financing Representations.   In no
event may either party represent that the other party or any
Affiliate thereof is or in any way may be liable for the
obligations of such party in connection with (i) any financing
agreement or (ii) any public or private offering or sale of
securities.  If Owner, or any Affiliate of Owner shall, at any
time, sell or offer to sell any securities issued by Owner or any
Affiliate of Owner through the medium of any prospectus or
otherwise which relates to the Riverboat and/or Related Amenities
or the Business, it shall do so only in compliance with all
applicable General Laws, and shall clearly disclose to all
purchasers and offerees that (a) neither Manager nor any of its
Affiliates, officers, directors, agents or employees shall in any
way be deemed to be an issuer or underwriter of such securities
and (b) Manager and its Affiliates, officers, directors, agents
and employees have not assumed and shall not have any liability
arising out of or related to the sale or offer of such
securities, including without limitation, any liability arising
out of or related to the sale or offer of such securities,
including without limitation, any liability or responsibility for
any financial statements, projections or other information
contained in any prospectus or similar written or oral
communication unless Manager has consented to such disclosure or
provided such information to Owner or its Affiliate in writing. 
Manager shall have the right to approve any description of
Manager or its Affiliates, or any description of this Agreement
or of Owner's relationship with Manager hereunder, which may be
contained in any prospectus or other similar communication
(unless such information was furnished to Owner by Manager in
writing), and Owner agrees to furnish copies of all such
materials to Manager for such purposes not less than twenty (20)
days prior to the delivery thereof to any prospective purchaser
or offeree.  Owner agrees to indemnify, defend or hold Manager
and its Affiliates, officers, directors, agents and employees,
free and harmless from any and all liabilities, costs, damages,
claims or expenses arising out of or related to the breach of its
obligations under this Section 20.1.  Manager agrees to
reasonably cooperate with Owner in the preparation of such
agreements and offerings. 
     20.2.   Permissible Disclosure.   Subject to Manager's right
of review set forth in Section 20.1, Owner may represent that the
Business shall be managed by Manager and Manager may represent
that it manages the Business and both may describe the terms of
this Agreement and the physical characteristics of the Project in
regulatory filings and public or private offerings.  Moreover,
nothing in this Article 20 shall preclude the disclosure of (i)
already public information, (ii) audited or unaudited Financial
Statements from the Business required to be prepared by the terms
of this Agreement, (iii) any information or documents required to
be disclosed to or filed with any Governmental Authority or
pursuant to General Laws or (iv) the amount of the Base
Management Fee earned in any period.  Both parties shall use
commercially reasonable efforts to consult with the other
concerning disclosures as to the Business.  Owner and Manager
shall cooperate with each other in providing financial
information concerning the Business and Manager that may be
requested by any Lender or required by any Governmental
Authority.
     20.3.   Compliance by Affiliates.   Both parties shall use
commercially reasonable efforts to cause their respective
Affiliates or controlling Persons, and any partner or joint
venturer, to comply with all provisions of this Article 20 that
are applicable to such party.  
     20.4   Estoppel Certificates.   Each party shall cooperate
with the other in providing information about the status of this
Agreement to facilitate financing requirements of either party
including absence of defaults or potential defaults,
nonmodification and other pertinent information.  Information
will be provided within ten (10) days after any request therefor,
on the form requested and at no charge to the requesting party.
21.  ARBITRATION
     21.1.   Financial Disputes.   As to the financial disputes
listed below, the arbitration provisions shall be the exclusive
dispute resolution procedures and no such dispute shall be a
Default by either Owner or Manager under this Agreement until
such time as either party fails to comply with an arbitrator's
decision with respect thereto within the time period given by the
arbitrator.
          21.1.1   Covered Disputes.   In the case of a dispute
with respect to any of the following matters, either party may
submit such matter to arbitration, which shall be conducted by
the Arbitration Accountants (as described in Section 21.1.2):
          (a)  computation of the Base Management Fee under the
provisions of Article 8;
          (b)  reimbursements due to Manager under this
Agreement;
          (c)  any adjustment in the Working Capital under the
provisions of Paragraph 7.1.1;
          (d)  any dispute as to whether a given expenditure
should be capitalized or expensed;
          (e)  any dispute concerning the approval of any Budget,
or any revisions thereto;
          (f)  any dispute concerning the replacement cost of the
Riverboat or Related Amenities, the full insurable value of the
Riverboat or Related Amenities, or the amount or nature of the
insurance to be obtained or maintained pursuant to Article 11;
          (g)  any dispute concerning the destruction or
condemnation of all or a portion of the Riverboat or Related
Amenities or the respective rights of Owner and Manager pursuant
to Article 12 with respect to such destruction or condemnation;
or
          (h)  any dispute arising under Section 6.8.
The decision of the Arbitration Accountants with respect to any
matters submitted to them under this Article 21 shall be binding
on both parties hereto (subject, however, to the provisions of
Section 21.3) and shall not be subject to further review or
appeal.  Judgment upon any arbitration decision or award may be
entered by any court of competent jurisdiction.
          21.1.2   Arbitration Accountants.  The "Arbitration
Accountants" (herein so called) shall be one of the six (6)
largest firms of independent certified public accountants in the
United States (but shall not be the Auditors or any firm of
independent certified public accountants engaged by either Owner
or Manager or any Affiliates of either of them as auditors).  In
the event the conditions set forth in the preceding sentence
eliminate all six (6) of the largest firms of independent
certified public accountants, then the Arbitration Accountants
shall be chosen from other national accounting firms. 
Notwithstanding the foregoing, the Arbitration Accountants shall
have expertise in gaming operations and/or maritime matters to
the extent such expertise is applicable to the dispute at hand. 
The party desiring to submit any matter to arbitration under
clauses (a) through (h) of Section 21.1.1 shall do so by written
notice to the other party, which notice shall set forth the items
to be arbitrated and such party's choice of one of the five (5)
firms of accountants.  The party receiving such notice shall
within three (3) Business Days after receipt of such notice
either approve such choice or designate one of the remaining four
(4) firms by written notice given to the first party, and the
first party shall within three (3) Business Days after receipt of
such notice either approve such choice or disapprove the same. 
If both parties shall have agreed under the preceding sentence,
then such firm shall be the Arbitration Accountants for the
purposes of arbitrating the dispute; otherwise, within three (3)
Business Days the two (2) firms chosen will select a firm from
among the remaining three (3) to be the Arbitration Accountants
for such purpose.  The Arbitration Accountants shall render a
decision in accordance with the procedures described in Paragraph
21.1.3 within twenty (20) Business Days after being notified of
their selection.  The fees and expenses of the Arbitration
Accountants will be paid by the non-prevailing party, unless the
dispute involves insurance, in which case they shall be an
Operating Expense.  In connection with a dispute described in
clause (g) of Paragraph 21.1.1., staff members of the Arbitration
Accountants or consultants possessing such expertise hired by the
Arbitration Accountants with recognized expertise in the
valuation of casino properties will be used.
               21.1.3   Arbitration Procedures and Discovery.  
The parties hereby agree that in any such arbitration each party
shall be entitled to discovery of the other party as provided by
Louisiana law; provided, however, any such discovery shall be
completed within two (2) months from the date the Arbitration
Accountants are appointed unless such period is extended by
agreement of the parties.  Any disputes concerning discovery
shall be determined by the Arbitration Accountants with any such
determination being binding on the parties.  Each party shall
cooperate with the other with respect to the timely completion of
such discovery.  In all arbitration proceedings submitted to the
Arbitration Accountants, the Arbitration Accountants shall be
required to agree upon and approve the substantive position
advocated by Owner or Manager with respect to each disputed item
and shall not adopt an alternative or compromise position.  Any
decision rendered by the Arbitration Accountants that does not
reflect a substantive position advocated by Owner or Manager
shall be beyond the scope of authority granted to the Arbitration
Accountants and consequently may be rejected by either party. 
All proceedings by the Arbitration Accountants shall be conducted
in accordance with the then current rules regarding commercial
arbitration of the American Arbitration Association, except to
the extent the provisions of such rules are modified by this
Agreement or the mutual agreement of the parties on the occasion
of an arbitration.  Unless otherwise agreed, all arbitration
proceedings shall be conducted in New Orleans, Louisiana.  In
rendering their decision, the Arbitration Accountants shall issue
a decision of their findings and conclusions and shall not add
to, subtract from or otherwise modify the provisions of this
Agreement except to the extent required to conclude the dispute.
               21.1.4   No Timely Decision.    To the maximum
extent practicable, the Arbitration Accountants and the parties
shall take any action necessary to require that the arbitration
proceeding be concluded within the required 20-day period but in
any event within thirty-five (35) days after the Arbitration
Accountants have received notice of their selection as such.  
     21.2.   General Arbitration.   Either party shall have sixty
(60) days after the inception of any disputes concerning the
compliance of the other party's performance with the standards
established by this Agreement not covered by Section 21.1 to
elect that such dispute be settled by binding arbitration in St.
Bernard Parish, Louisiana.  The party whose performance is in
dispute may commence the running of such 60-day period by
delivering written notice of a dispute to the other party.  Such
election shall be made by such other party by commencing the
arbitration or delivering a notice to the contrary to the party
whose performance is in dispute.
          21.2.1   Arbitrators.   The arbitration shall be
conducted by three (3) arbitrators appointed in accordance with
the provisions hereof and, to the extent consistent with this
Article 22, in accordance with the then prevailing rules
regarding commercial arbitration of the American Arbitration
Association (or any organization successor thereto) in St.
Bernard Parish, Louisiana.  Owner and Manager shall each prepare
a list of five (5) individuals to serve as arbitrators.  Owner
and Manager shall each choose one individual from the other's
list to serve as an arbitrator.  If Owner or Manager fails to
timely select an arbitrator then the party that has timely
selected an arbitrator shall be permitted to choose the second
arbitrator.  The parties shall respond to any proposed list of
arbitrators within ten (10) days after the receipt thereof.  The
two (2) arbitrators shall then agree on a third arbitrator within
ten (10) days.  The arbitrators shall have the right to retain
and consult experts and competent authorities skilled in the
matters under arbitration.  The arbitrators shall render their
decision and award, upon the concurrence of at least two (2) of
their number, within three (3) months after the appointment of
the last arbitrator.  In all arbitration proceedings submitted to
the arbitrators, the arbitrators shall be required to agree upon
and approve the substantive position advocated by Owner or
Manager with respect to each disputed issue and shall not adopt
an alternative or compromise position.  Judgment may be entered
on the determination and award made by the arbitrators in any
court of competent jurisdiction and may be enforced in accordance
with the laws of the State of Louisiana.  The arbitrators will
follow and apply the terms of this Agreement and Louisiana law in
rendering their decisions.
          21.2.2.   Procedures and Discovery.   The parties
hereby agree that in any such arbitration each party shall be
entitled to discovery of the other party as provided by Louisiana
law; provided, however, any such discovery shall be completed
within two (2) months from the date the last arbitrator is
appointed, unless such period is extended by agreement of the
parties.  Any disputes concerning discovery shall be determined
by the arbitrators with any such determination being binding on
the parties.  Each party shall cooperate with the other with
respect to the timely completion of such discovery.  The
arbitrators shall apply Louisiana substantive law and the
Louisiana evidence law, as appropriate, to the proceeding.  The
arbitrators shall prepare in writing and provide to the parties
factual findings and the reasons on which the decision is based. 
Each party shall bear its own expenses related to the arbitration
including, without limitation, attorneys' fees, and shall divide
the arbitration expenses and fees equally.
          21.2.3.   No Timely Decision.   If for any reason
whatsoever the written decision and award of the arbitrators
shall not be rendered within the time limits set forth in this
Article 21, either party may apply to any court of competent
jurisdiction to determine the question in dispute consistently
with the provisions of this Agreement by action, proceeding or
otherwise (but not be a new arbitration proceeding).
          21.2.4.   Extension of Time.   Any time periods for
performance of a matter submitted to arbitration hereunder shall
be extended by the amount of time taken by the arbitration.
     21.3.   Choice of Forum.  By their execution of this
Agreement, Owner and Manager agree to pursue the enforcement of
and be bound by the enforcement of any arbitration awards which
result from arbitrations pursuant to this Article 21 in the
United States District Court for the Eastern District of
Louisiana.
22.  BANKROLL
     At least fifteen (15) days prior to the Estimated Opening
Date, Owner shall provide the amount of cash Manager reasonably
determines to be necessary to fund the Gaming Activities, but in
no event less than the amount required by Law or Gaming
Authorities (the "Bankroll"). 
23.  MISCELLANEOUS
     23.1.   Authorizations.   Until Manager shall advise Owner
to the contrary, Owner may rely on William G. Bennett or Clyde T.
Turner as being authorized to take, approve or consent to any
action required or permitted to be taken or approved by Manager. 
Owner shall advise Manager as soon as practicable after the date
hereof as to the individuals upon whom Manager may rely with
respect to any actions, consents or approvals required hereunder.
     23.2.   Notices.   Any notices or other communications
required or permitted hereunder shall be sufficiently given if in
writing and addressed as shown below and (i) delivered
personally, (ii) sent by overnight commercial courier, (iii) sent
by registered or certified mail, return receipt requested,
postage prepaid or (iv) transmitted by facsimile machine.  All
notices personally delivered or sent by overnight courier shall
be deemed received on the date of delivery.  Notices sent by
facsimile transmission shall be deemed received by the addressee
upon the transmitter's  receipt of acknowledgment of receipt from
the offices of such addressee provided that hard copy sent to the
address indicated herein for such addressee is put in the mail
with sufficient postage within twenty-four (24) hours of
transmission.  All notices forwarded by registered or certified
mail shall be deemed received on a date five (5) regular United
States Postal Service delivery days immediately following date of
deposit in the  mail.  Notwithstanding anything to the contrary
herein, the return receipt indicating the date upon which all
notices were received shall be prima facie evidence that such
notices were received on the date on the return receipt.
     If to Owner:   

     American Entertainment, L.L.C.
     c/o Circus Circus Louisiana, Inc.
     2880 Las Vegas Boulevard South
     Las Vegas, Nevada  89109
     Attn:  General Counsel


     With a copy to:

     American Entertainment, L.L.C.
     c/o American Entertainment, Incorporated
     8301 West Judge Perez Drive, Suite 300
     Chalmette, Louisiana  70043

     If to Manager:

     Circus Circus Louisiana, Inc.
     2880 Las Vegas Boulevard South
     Las Vegas, Nevada  89109
     Attn:  General Counsel

     The addresses and addressees may be changed by giving notice
of such change in the manner provided herein for giving notice. 
Unless and until such written notice is received, the last
address and addressee given shall be deemed to continue in effect
for all purposes.  No notice to either Owner or Manager shall be
deemed given or received unless the entity noted "With a copy to"
is simultaneously delivered notice in the same manner as any
notice given to either Owner or Manager.
     23.3.   Entire Agreement.   This Agreement embodies the
entire agreement and understanding of Owner and Manager relating
to the subject matter hereof and supersedes all prior
representations, agreements and understandings, oral or written,
relating to such subject matter.
     23.4.   Confidentiality.
          23.4.1.   Generally.   Except as otherwise set forth in
Section 20.2 and Article 17, both parties shall maintain
confidentiality with respect to material developments in the
course of development of the Project and operation of the
Business, subject to Governmental Requirements, Gaming Law and
General Law.  Except for the provisions of Section 23.6 and as
required by any General Law (including, without limitation,
federal securities and stock exchange or NASD requirements) and
Gaming Authorities, material confidential information shall be
made available only to such of Owner's or Manager's employees and
consultants as are required to have access to the same in order
for the recipient party to adequately use such information for
the purposes for which it was furnished.  Any Person to whom such
information is disclosed shall be informed of its confidential
nature and the party disclosing such information shall obtain a
confidentiality agreement from such Person the terms of which
shall be consistent with the provisions of this Section 23.4. 
Information provided by one party to the other shall be presumed
confidential unless the information is (a) published or in the
public domain other than as a result of any action by the
recipient thereof, (b) disclosed to the recipient by a third
party or (c) presented to the recipient under circumstances which
clearly and directly indicate the delivering party does not
intend such information to be confidential.
          23.4.2.   Securities Law Requirements.   Owner
acknowledges that Manager's parent is a publicly held company and
that trading in its securities based on non-public information or
unauthorized disclosure or other use of material developments
could expose both Manager's parent and Owner to significant
penalties.  Owner shall take appropriate precautions to inform
its employees and independent contractors of such requirements,
although Manager shall be responsible for advising those
employees of or independent contractors to Owner under Manager's
control.  In the event Owner or any Affiliate of Owner becomes a
publicly-held company, Manager shall take appropriate precautions
to inform its employees and independent contractors, as well as
the employees of or independent contractors to Owner under
Manager's control, that trading in the securities of Owner or
such Affiliate based on non-public information or unauthorized
disclosure or other use of material developments could expose
Owner,  Manager and such Person to significant penalties.
     23.5.    Approvals.   Any consent or approval referred to
herein (by whatever words used) of either party hereto shall not
be unreasonably withheld, delayed or conditioned, except in those
situations in which this Agreement explicitly gives the party
absolute or sole discretion to give or withhold such approval or
consent.  Except as otherwise expressly provided herein, whenever
either party has called upon the other to execute and deliver a
consent or approval in accordance with the terms of this
Agreement, the failure of such party to expressly disapprove
within ten (10) Business Days after written request therefor in
accordance with the terms of Section 23.2, or such other period
as specifically set forth herein is given, shall be deemed to be
a consent or approval.  In the event that either party refuses to
give its consent or approval to any request by the other, such
refusing party shall indicate by written notice to the other the
reason for such refusal in sufficient detail for the party
requesting such consent or approval to understand the exact basis
for withholding such consent or approval.
     23.6   Conflict of Interest/Non-Competition.  
          23.6.1   Conflicts.  Nothing contained in this
Agreement shall be construed to restrict or prevent, in any
manner, any party from engaging in any other businesses or
investments during the Term, including without limitation, any
similar or competitive gaming establishment.  Owner acknowledges
that Manager and/or it Affiliates operate other gaming
establishments and may in the future operate additional gaming
establishments in different areas of the world and that marketing
efforts may cross over into the same markets and with respect to
the potential customer base of the Business.  Manager, in the
course of managing the Business, may refer customers of the
Business and other parties to other facilities operated by
Affiliates of Manager to utilize gaming, entertainment and other
amenities without payment of any fees to Owner.  Owner consents
to such activities and agrees that such activities will not
constitute a conflict of interest, provided that if Owner uses
Manager's marketing Affiliate, its activities will not constitute
a conflict of interest so long as Manager's marketing Affiliate
establishes its compensation structure for personnel not related
to a particular Affiliate in such a manner that the Business is
not generally disadvantaged with respect to other Circus Circus
units.  Owner acknowledges and agrees that Manager may have and
distribute promotional materials for the Manager's Affiliates and
facilities, including casinos, at the Project if reciprocal
arrangements are made in favor of the Business at the Manager's
Affiliates and other facilities.  Manager acknowledges that Owner
and/or its Affiliates may own an interest in other casinos
outside the State of Louisiana and in the future may acquire an
interest or operate other casinos that are in the State of
Louisiana or elsewhere and that marketing efforts may cross over
into the same markets and with respect to the same potential
customer base as Manager's or its Affiliates' other gaming
facilities.  Manager consents to such activities and agrees that
such activities will not constitute a conflict of interest.
     23.7.   Exhibits.   All Exhibits attached hereto are
incorporated herein by this reference as if fully set forth
herein.
     23.8.   Choice of Law and Construction of Agreement, Service
of Process and Jurisdiction.   This Agreement shall be governed
by and construed under the laws of Louisiana.   This Agreement
shall be deemed to contain all provisions required by the Gaming
Laws and is subject to any approvals required under the Gaming
Laws.  To the extent any provision in this Agreement is
inconsistent with the Gaming Laws, the Gaming Laws shall govern. 
Should any provision of this Agreement require judicial
interpretation or as to any arbitration under this Agreement, it
is agreed that the court or arbitrators interpreting or
considering such provision shall not apply the presumption that
the terms hereof shall be more strictly construed against a party
by reason of the rule or conclusion that a document should be
construed more strictly against the party who itself or through
its agent prepared the same.  It is agreed and stipulated that
all parties hereto have participated equally in the preparation
of this Agreement and that legal counsel was consulted by each
party before the execution of this Agreement.
     23.9.    Amendment and Waiver.   This Agreement may not be
amended or modified in any way except by an instrument in writing
executed by all parties hereto, except for agreements signed by
the waiving party.  A waiver by a party of any of the terms or
provisions of this Agreement shall not constitute a subsequent
waiver of any of the terms or provisions of this Agreement.
     23.10.   INTENTIONALLY DELETED.
     23.11.   Severability.   Except as expressly provided to the
contrary herein, each section, party, term or provision of this
Agreement shall be considered severable, and if for any reason
any section, party, term or provision herein is determined to be
invalid and contrary to or in conflict with any existing or
future law or regulation by a court or governmental agency having
valid jurisdiction, such determination shall not impair the
operation of or have any other effect on other sections, parts,
terms or provisions of this Agreement as may otherwise remain
enforceable and intelligible, and the latter shall continue to be
given full force and effect and bind the parties hereto, and said
invalid sections, parts, terms or provisions shall not be deemed
to be a part of this Agreement.  If any provisions are void or
unenforceable if enforced to their maximum extent, the provisions
in question shall be enforced to the maximum extent such
provisions are enforceable.
     23.12.   Governing Document.   This Agreement shall govern
in the event of any inconsistency between this Agreement and any
of the Exhibits attached hereto.
     23.13.   Inspection of Project.   Owner shall have the
right, at any time during the Term, to enter upon the Riverboat
or Related Amenities or any portion thereof, to inspect same and
all FF&E located therein.  Any Governmental Authority or Lender,
through their respective representatives, shall have the right,
upon reasonable notice to Owner and Manager, to inspect the
Project; provided, however, any Governmental Authority or Lender,
through their respective representatives, shall use their best
efforts to minimize any interruption of or interference with
Manager's management of the Business and operation of the Related
Amenities and those portions of the Riverboat related to Gaming
Activities Project.
     23.14.   Approval of Vessel Operating Agreement.   Upon
approval of the Vessel Operating Agreement by Owner, Operator and
Manager, and the execution thereof by Owner and Operator, Owner
shall deliver to Manager an executed copy of the Vessel Operating
Agreement.  Owner agrees to promptly provide Manager with
executed copies of any subsequent amendments to the Vessel
Operating Agreement, which amendments shall have been approved in
advance in writing by Manager.
     23.15.   Third-Party Beneficiaries.   There shall be no
third-party beneficiaries with respect to this Agreement.
     23.16.    Regulatory Information.   Owner and Manager each
to the other shall provide all information pertaining to this
arrangement and the Business and as to their ownership structure,
corporate structure, officers and directors, stockholders' and
partners' identity, financing, transfers of interest, etc., as
shall be required by any regulatory authority with jurisdiction
over the other including, without limitation, Louisiana,
Colorado, Nevada, Mississippi and New Jersey or with respect to
any federal or state security law requirement.
     23.17.   Interpretation.   In this Agreement, whenever the
context so requires, the masculine gender includes the feminine
and/or neuter, the singular number includes the plural and vice
versa.  The captions preceding the text of Articles, Sections and
Paragraphs are included only for convenience of reference and
shall be disregarded in the construction and interpretation of
this Agreement.
     23.18.   Counterparts.   This Agreement may be executed in
several counterparts and all so executed shall constitute one
agreement, binding on all of the parties hereto, notwithstanding
that all of the parties are not signatory to the original or to
the same counterpart.
     23.19.   Successors and Assigns.   This Agreement and the
rights of Owner and Manager evidenced hereby shall inure to the
benefit of and be binding upon the successors and, to the extent
permitted hereunder, assigns of the Owner and Manager.

     IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.
                              Owner:

                              American Entertainment, L.L.C., a
                              Louisiana limited liability company

                              By:  American Entertainment
                                   Corporation, a Louisiana
                                   corporation, a Member
                                   
                                   By:  _________________________
                                   Name:
                                   Title:

                              By:  Circus Circus Louisiana, Inc.,
                                   a Louisiana corporation, a
                                   Member
                              
                                   By:  _________________________
                                   Name:
                                   Title:


                              Manager:

                              Circus Circus Louisiana, Inc., a
                              Louisiana corporation

                              By:  _________________________
                              Name:
                              Title:
LIST OF EXHIBITS

Exhibit "A"    Definitions

Exhibit "B"    Schedule of Manager and Owner Operating Permits

Exhibit "C"    Form of Pre-Opening Plan

Exhibit "D"    Form of Operating Budget

Exhibit A
    
Definitions                         

     All capitalized terms referenced or used in the Agreement
and not specifically defined therein shall have the meaning set
forth below in this Exhibit "A", which is attached to and made a
part of the Agreement for all purposes.  The article, section and
paragraph and exhibit references herein refer to the Articles,
Sections, Paragraphs and Exhibits in and to the Agreement.
     Act.   The term "Act" shall mean the Louisiana Riverboat
Economic Development and Gaming Control Act.
     AEC.  The term "AEC" means American Entertainment
corporation, a Louisiana corporation, a member of Owner.
     Affiliate.    The term "Affiliate" shall mean a Person that
directly or indirectly, or through one or more intermediaries,
Controls, is Controlled by, or is under common Control with the
Person in question and any stockholder or partner of any Person
referred to in the preceding clause owning more than fifty
percent (50%) or more of (i) such Person if such Person is a
publicly traded corporation or (ii) an ownership or beneficial
interest in any other Person.
     Agreement.   The term "Agreement" shall mean the Riverboat
Casino Management Agreement between Owner and Manager to which
this Exhibit is attached.
     Annual Capital Replacements Budget.    The term "Annual
Capital Expenditure Budget" shall have the meaning set forth in
Section 6.3.
     Annual Plan.    The term "Annual Plan" shall have the
meaning set forth in Section 6.3.
     Annual Riverboat Replacements Budget.   The term "Annual
Riverboat Replacements Budget" shall have the meaning set forth
in Section 6.3.
     Approval.   The term "Approval" means any license, finding
of suitability, qualification, approval or permit by or from any
Gaming Authority.  The Riverboat Operating Contract and Berthing
Rights are Approvals.  
     Approved Legal Counsel.   The term "Approved Legal Counsel"
shall have the meaning set forth in Paragraph 6.10.7.
     Approved Vendors.   The term "Approved Vendors" shall have
the meaning set forth in Section 5.4.
     Arbitration Accountants.   The term "Arbitration
Accountants" shall have the meaning set forth in Section 21.1.2.
     Auditors.   The term "Auditors" shall mean one of the six
(6) largest independent certified public accounting firms in the
United States at the time of their appointment selected by Owner
to prepare the audited annual Financial Statements unless
otherwise agreed by Owner and Manager.
     Bad Debts.   The term "Bad Debts" shall mean an amount equal
to the provision for doubtful accounts as set forth in the
statement of income covering the gaming operations at the
Riverboat.
     Bank Accounts.   The term "Bank Accounts" shall have the
meaning set forth in Paragraph 6.10.9.  
     Base Management Fee.   The term "Base Management Fee" shall
have the meaning set forth in Paragraph 8.1.

     Berthing Rights.   The term "Berthing Rights" shall mean the
rights to dock the Riverboat at the Bayou Bienvenue.
     Books and Records.   The term "Books and Records" shall have
the meaning set forth in Section 6.6.
     Budget.   The term "Budget" means any budget contemplated by
the Agreement that has been approved by Owner or has been
arbitrated as set forth in the Agreement including, without
limitation, the Construction Budget, the Pre-Opening Plan and the
Annual Capital Replacements Budget.
     Business.   The term "Business" shall mean all business
activities at or relating to the Project, including, without
limitation, the conduct of the Gaming Activities, and food
service, related maintenance and warehousing activities at the
Project related to the Gaming Activities conducted by Manager on
behalf of Owner.
     Business Days.   The term "Business Days" shall mean all
weekdays except those that are official holidays of the State of
Louisiana or the U.S. government.  Unless specifically stated as
"Business Days," a reference to "days" means calendar days.
     Capital Replacements.   The term "Capital Replacements"
shall have the meaning set forth in Paragraph 6.4.1.
     Capital Replacements Fund.   The term "Capital Replacements
Fund" shall mean those amounts at any given time deposited to a
separate interest-bearing account established in Owner's name at
a financial institution selected by Owner for the purpose of
funding budgeted capital replacements, renewals, non-routine
repairs and maintenance and improvements within and to the
Related Amenities and those portions of the Riverboat related to
Gaming Activities pursuant to the Annual Capital Replacements
Budget.
     Community Commitment.   The term "Community Commitment"
shall have the meaning set forth in Section 5.3.
     Community Commitment Program.   The term ""Community
Commitment Program" shall have the meaning set forth in Section
5.3. 
     Condemnation.   The term "Condemnation" shall mean any
taking by eminent domain, condemnation or any other governmental
action.
     Construction Budget.   The term "Construction Budget" shall
mean the budget relating to the development, construction and/or
renovation of the Project contemplated in Paragraph 3.6.2.
     Construction Conditions.   The term "Construction
Conditions" shall have the meaning set forth in Section 3.1.
     Construction Permits.   The term "Construction Permits"
shall mean all licenses, permits, approvals, consents and
authorizations from Governmental Authorities that are necessary
to develop, construct or renovate the Riverboat and/or Related
Amenities (including, without limitation, certificates of
occupancy and other similar permits necessary to occupy the
Riverboat or Related Amenities).
     Construction Schedule.   The term "Construction Schedule"
shall have the meaning as said term is defined in Section 3.4.
     Control.   The term "Control" (including derivations such as
"controlled" and "controlling") means with respect to a Person,
the ownership of more than fifty percent (50%) or more of the
beneficial interest or voting power of such Person.

     Credit Policy.   The term "Credit Policy" means the policies
established from time to time by Manager regarding the extension
and collection of credit to and from gaming patrons of the
Business, which Credit Policy shall be prepared by Manager based
on (i) the target markets of the Business, (ii) prudent business
judgment, and (iii) such changes and refinements as Manager deems
necessary or advisable to comply and conform in all respects with
any applicable Governmental Requirements (including, without
limitation, the rules and regulations of the Louisiana Riverboat
Economic Development and Gaming Corporation). 
     Debt Service.   The term "Debt Service" shall mean payments
(including, without limitation, principal, interest and expense
reimbursement) with respect to (i) capitalized leases, as defined
in accordance with Generally Accepted Accounting Principles, (ii)
all third party borrowed funds related to the Business and (iii)
any construction or permanent financing related to the Riverboat
or Related Amenities.
     Default/Event of Default.   The term "Default" and "Event of
Default" shall have the meaning set forth in Article 15.
     Default Rate.   The term "Default Rate" shall mean the
lesser of (i) the reference or prime commercial lending rate
established by Chase Manhattan Bank, New York, New York, plus
three percent (3%) per annum or (ii) the highest rate permitted
by applicable Law, to the extent applicable Law establishes a
maximum rate of interest which may be charged with respect to
obligations of the type in question, until paid.
     Development Budget.   The term "Development Budget" shall
mean Owner's budget for developing, constructing and/or
renovating the Project, including both "hard costs" and "soft
costs" related to construction, financing, pre-opening activities
and development activities.
     Dock Board.   The term "Dock Board" shall mean the Board of
Commissioners of the Port of New Orleans.
     EBITDA.    The term "EBITDA" shall mean Owner's annual
earnings before interest expense, income taxes, depreciation and
amortization.  
     Employee.   The term "Employee" shall mean any employee of
either Owner, Manager or an Affiliate of Manager, engaged by
Manager to work in or about the Riverboat and/or Related
Amenities in connection with the conduct of the Business and any
employee of Owner, Manager or an Affiliate of Manager, engaged by
Operator to operate the Riverboat as a passenger vessel.
     Environmental Damages.   The term "Environmental Damages"
means all claims, judgments, damages, losses, penalties, fines,
liabilities (including strict liability), encumbrances, liens,
costs and expenses of investigation and defense of any claim,
whether or not such claim is ultimately defeated, and of any good
faith settlement of judgment, of whatever kind or nature,
contingent or otherwise, matured or unmatured, foreseeable or
unforeseeable, including without limitation reasonable attorneys'
fees and disbursements and consultants' fees, any of which are
incurred at any time as a result of the existence of Hazardous
Material upon, about or beneath the Riverboat or the Related
Amenities or migrating or threatening to migrate to or from the
Riverboat or the Related Amenities, or the existence of a
violation of Environmental Requirements pertaining to the
Riverboat or the Related Amenities, regardless of whether the
existence of such Hazardous Material or the violation of
Environmental Requirements arose prior to the present ownership
or operation of the Riverboat or the Related Amenities, and
including without limitation: (i) damages for personal injury, or
injury to property or natural resources occurring upon, off of or
from the Riverboat or the Related Amenities, including, without
limitation, lost profits, consequential damages, the cost of
demolition and rebuilding of any improvements on real property,
interest and penalties; (ii) fees incurred for the services of
attorney's consultants, contractors, experts, laboratories and
all other costs incurred in connection with the investigation or
remediation of such Hazardous Materials or violation of
Environmental Requirements, including, but not limited to, the
preparation of any feasibility studies or reports or the
performance of any cleanup, remediation, removal, response,
abatement, containment, closure, restoration or monitoring work
required by any federal, state or local governmental agency or
political subdivision, or reasonably necessary to make full
economic use of the Riverboat or the Related Amenities or any
other property or otherwise expended in connection with such
conditions,  and including without limitation any attorneys'
fees, costs and expenses incurred in enforcing this agreement or
collecting any sums due hereunder; and (iii) liability to any
third person or governmental agency to indemnify such person or
agency for costs expended in connection with the items referenced
in clause (ii) hereof.
     Environmental Requirements.   The term "Environmental
Requirements" means all applicable present and future statutes,
regulations, rules, ordinances, codes, licenses, permits, orders,
approvals, plans, authorizations, concessions, franchises, and
similar items, of all governmental agencies, departments,
commissions, boards, bureaus, or instrumentalities of the United
States, states and political subdivisions thereof and all
applicable judicial, administrative, and regulatory decrees,
judgments and orders relating to the protection of human health
or the environment, including without limitation: (i) all
requirements, including but not limited to those pertaining to
reporting, licensing, permitting, investigation and remediation
or emissions, discharges, releases or threatened releases of
Hazardous Materials, chemical substances, pollutants,
contaminants or hazardous or toxic substances, materials or
wastes whether solid, liquid or gaseous in nature, into the air,
surface water, groundwater or land, or relating to the
manufacture, processing, distribution, use, treatment, stores,
disposal, transport or handling of chemical substances,
pollutants, contaminants or hazardous or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature;
and (ii) all requirements pertaining to the protection of the
health and safety of employees or the public.
     Estimated Opening Date.   The term "Established Opening
Date" shall mean that projected opening date of the Business at
the Project as set forth in the agreed upon Construction
Schedule.
     Extension Period.  The term "Extension Period" shall have
the meaning set forth in Section 2.2.
     FF&E.   The term "FF&E" shall mean all furniture,
furnishings, equipment, and fixtures, including gaming equipment,
POS and computers, housekeeping and maintenance equipment, life
jackets and inflatable boats and other items necessary or
appropriate to operate the Riverboat and Related Amenities in
conformity with this Agreement.
     FF&E Budget.   The term "FF&E Budget" shall have the
meanings set forth in Paragraph 3.6.2.
     FF&E Requirements.   The term "FF&E Requirements" shall have
the meaning set forth in Paragraph 3.3.4.
     FF&E Specifications.   The term "FF&E Specifications" shall
have the meaning set forth in Paragraph 3.3.1.
     Financial Commitments.   The term "Financial Commitments"
means any agreements between Owner and third party to underwrite
the sale of equity or debt, to make a loan or to contribute
equity with respect to the construction and operation of the
Riverboat and/or Related Amenities including without limitation,
any construction loan commitment, bridge loan commitment,
subscription agreement or other contractual arrangement relating
to the foregoing, all of which shall be in form and substance
satisfactory in all respects to Owner. 
     Financial Statements.   The term "Financial Statements"
shall mean an income statement, balance sheet and a sources and
uses of cash statement, in the forms attached hereto as part of
Exhibit "D" all prepared in conformity with Generally Accepted
Accounting Principles and on a basis consistent in all material
respects with that of the preceding period (except as to those
changes or exceptions disclosed in such Financial Statements).
     Fiscal Quarter.   The term "Fiscal Quarter" shall mean the
four (4) quarters corresponding to the Fiscal Year commencing on
the first day of each Fiscal Year.
     Fiscal Year.   The term "Fiscal Year" shall mean a period
beginning and ending on January 1 and December 31, respectively. 
In the event the Opening Date occurs on a date other than the
first day of a Fiscal Year, "Fiscal Year" shall also refer to the
period commencing on the Opening Date and ending on the last day
of the calendar year in which the Opening Date occurs.  In the
event this Agreement terminates on a date other than the last day
of a calendar year, the term "Fiscal Year" shall include the
period from the first day of the Fiscal Year during which this
Agreement terminates to and including the date of such
termination.
     FTGDA.   The term "FTGDA" shall have the meaning set forth
in Paragraph 3.3.6.
     Gaming Activities.   The term "Gaming Activities" shall mean
the casino cage, table games (such as blackjack, baccarat,
roulette, craps, mini-baccarat, pai gow, poker and pai gow
poker), coin-operated machines and other casino-type games
operated by Manager on the Riverboat.
     Gaming Authorities.   The term "Gaming Authorities" or
"Authority" shall mean all agencies, authorities and
instrumentalities of any state, nation, or other governmental
entity, or any subdivision thereof, regulating gaming or related
activities, including without limitation, the Louisiana Riverboat
Economic Development and Gaming Corporation.
     Gaming Laws.   The term "Gaming Laws" shall mean any
statute, ordinance, promulgation, law, rule, regulation, code,
judicial or administrative precedent or order of any state,
nation, court or other body or agency or subdivision thereof
which regulates the conduct of the Gaming Activities.
     General Laws.   The term "General Laws" shall mean any
statute, ordinance promulgation, law, treaty, rule, regulation,
code, judicial or administrative  precedent or order of any court
or other body of the United States and any state law or
subdivision thereof, any foreign countries or subdivisions
thereof, and shall include all Laws.
     Generally Accepted Accounting Principles.   The term
"Generally Accepted Accounting Principles" shall mean generally
accepted accounting principles in all material respects as
established from time to time by the American Institute of
Certified Public Accountants.
     Governmental Authorities.   The term "Governmental
Authorities" or "Authority" means the United States,  the State
of Louisiana or any other political subdivision in which the
Riverboat operates or the Related Amenities are located, and any
court or political subdivision, agency, commission, board or
instrumentality or officer thereof, whether federal, state,
local, having or exercising a jurisdiction over Owner, Manager or
the Riverboat and/or Related Amenities, including without
limitation, any Gaming Authority.
     Governmental Requirements.   The term "Governmental
Requirements" means all Laws and agreements with any Governmental
Authority that are applicable to the acquisition, development,
construction and/or renovation of the Project or the operation of
the Project or the Business including without limitation, all
Required Contracts, Approvals and any rules, guidelines or
restrictions created by or imposed by Governmental Authorities. 
     Gross Operating Profit.   The term "Gross Operating Profit"
shall mean: (a) Gross Revenue less (b) Operating Expenses and
(ii) budgeted deposits to the Capital and Riverboat Replacements
Funds.
     Gross Revenue.   The term "Gross Revenue" shall include all
of the revenue from the operation of the Business and the Project
computed on an accrual basis from all business conducted upon,
related to or from the Business in accordance with Generally
Accepted Accounting Principles and shall include but not be
limited to, the net win from gaming activities, which is the
difference between gaming wins and losses less taxes, payments
due under any Related Contracts with or other requirements of any
Governmental Authorities, and the amount of all sales of food,
beverages, goods, wares, services or merchandise at or from the
Project, less Bad Debts and deposits made in respect of
progressive and other similar games except to the extent such
deposits are allocable to expenses.  Gross Revenue shall not
include:
          (a)  Applicable gross receipts taxes, admission,
cabaret, excise, sales and use taxes, or similar governmental
charges collected directly from customers or as a part of the
sales price of any goods or services, or collected in store and
building rentals or rentals received from tenants, licensees or
concessionaires;
          (b)  Income and revenues of tenants, licensees and
concessionaires of Manager or Owner from the Riverboat or Related
Amenities or any part thereof; provided, however, that all fees,
rents, commissions, percentages or other payments received from
any tenant, licensee or concessionaire shall be included in Gross
Revenue;
          (c)  Service charges, which are defined to mean
percentage gratuities added to customer billings as compensation
to Employees;
          (d)  Proceeds of financing, refinancing or sale of all
or a portion of the Business or the Project or any personal
property contained therein;
          (e)  Proceeds paid as a result of an insurable loss
(unless paid for the loss or interruption of business and
representing payment for damage for loss of income and profits of
the Business) after deducting any expenses of adjustment and
collection;
          (f)  Owner's Advances and any funds advanced or
investments made by Manager;
          (g)  Proceeds of condemnation and eminent domain
awards;
          (h)  Interest on any Bank Accounts;
          (i)  Interest on the Capital or Riverboat Replacements
Funds;
          (j)  Credits and refunds;
          (k)  Credit card or travel agent commissions; and

          (l)  Complimentaries (i.e., promotional allowances) to
the extent the value thereof was included in Gross Revenue.  Any
of the above provisions resulting in a double exclusion from
Gross Revenue shall be allowed only once as an exclusion.
     Hazardous Material.  The term "Hazardous Material" means any
substance: (i) the presence of which requires investigation or
remediation under any federal, state or local statute,
regulation, ordinance, order, action, policy or common law; or
(ii) which is or becomes defined as a "hazardous waste,"
"hazardous substance," pollutant or contaminant under any
federal, state or local statute, regulation, rule or ordinance or
amendments thereto, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. section 9601 et seq.) and/or the Resource
Conservation and Recovery Act (42 U.S.C. section 6901 et seq.);
and/or the Louisiana Environmental Quality Act (La. R.S. 30:2001,
et seq.), as amended from time to time; or (iii) which is toxic,
explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department,
commission, board, agency or instrumentality of the United
States, the State of Louisiana or any political subdivision
thereof; or (iv) the presence of which on the Riverboat or the
Related Amenities causes or threatens to cause a nuisance upon
the Riverboat or the Related Amenities or to adjacent properties
or poses or threatens to pose a hazard to the health or safety of
persons on or about the Riverboat or the Related Amenities; or
(v) the presence of which on adjacent properties could constitute
a trespass by Owner or Manager; or (vi) without limitation which
contains gasoline, diesel fuel or other petroleum hydrocarbons,
or any "regulated substance" as defined under the Underground
Storage Tank Regulations, 40 C.F.R. 280.12, or La. Admin. Code
33:IX.307; or (vii) without limitation which contains
polychlorinated bipheynols (PCBs), asbestos or urea formaldehyde
foam insulation.
     Initial Term.  The term "Initial Term" shall mean the period
from the date hereof until five (5) years from signing. 
     Jones Act.  The term "Jones Act" shall mean 46 U.S.C. Sec.
688 (1975) as amended.
     Law.  The term "Law" means any statute, ordinance,
promulgation, law, treaty, rule, regulation, code, judicial or
administrative precedent or order of any court or any other
Governmental Authority, as well as the orders or requirements of
any local board of fire underwriters or any other body which may
exercise similar functions, including without limitation, the Act
and the FTDGA.
     Lender.  The term "Lender" shall mean any Person that has
extended credit to Owner secured by, among other things, a
mortgage encumbering the Riverboat and/or Related Amenities.
     Loan Documents.   The term "Loan Documents" means all of the
documents evidencing, securing and relating to any indebtedness
owing by Owner to a Lender, including without limitation, all
promissory notes, loan agreements, mortgages, pledges,
assignments, certificates, indemnities and other agreements.
     Manager Denial.  The term "Manager Denial" shall have the
meaning set forth in Paragraph 17.2.2.
     Manager Indemnitees.  The term "Manager Indemnitees"  shall
have the meaning set forth in Section 13.2.
     Manager Operating Permits.  The term "Manager Operating
Permits" shall mean all licenses, permits, approvals, consents
and authorizations which Manager is required to obtain from any
Governmental Authority to perform and carry out its obligations
under this Agreement, including any permits or licenses Manager
is required by Law to obtain specifically related to the
operation of a riverboat casino and landside facilities with
respect thereto.
     Manager's Advances.  The term "Manager's Advances" shall
have the meaning set forth in Section 4.4.
     Opening Date.  The term "Opening Date" shall mean the first
date a revenue-paying customer is admitted to the Riverboat
and/or Related Amenities to participate in Gaming Activities. 
The parties  shall hereafter confirm the Opening Date in an
Addendum to Management Agreement which shall be attached hereto
and made a part hereof. 
     Operating Budget.  The term "Operating Budget" shall have
the meaning set forth in Section 4.1.2.
     Operating Expenses.  The term "Operating Expenses" shall
mean those necessary or reasonable operating expenses, including
without limitation, costs of Operating Supplies, payroll and
benefits, marketing, administration, maintenance, energy and all
costs and expenses of licensing Manager's, Owner's or Operator's
employees, incurred on behalf of Owner after the Opening Date in
connection with conducting and operating the Project, computed on
an accrual basis, deductible under Generally Accepted Accounting
Principles in determining "Operating Income" (as defined in
casino industry practice) for purpose of preparing a statement of
operations for the Business as well as ad valorem taxes, excise,
sales and use taxes, payroll taxes, fees, assessments and other
payments due any Governmental Authorities other than those
specific to gaming operations in a jurisdiction and premiums for
insurance coverage; provided, however, Operating Expenses shall
not include depreciation or amortization with respect to the
Project or the FF&E, Debt Service or Capital or Riverboat
Replacements Funds deposits.  Operating Expenses shall include
Base Management Fees.
     Operating Goals.  The term "Operating Goals" shall have the
meaning set forth in Section 5.2.
     Operating Guidelines.  The term "Operating Guidelines" means
the general guidelines for the operation of the Business which
shall be determined from time to time by Manager and shall be
included in and constitute a part of each Annual Plan.  Operating
Guidelines shall include the safety guidelines and procedures
with respect to Riverboat patrons, the Credit Policy and
Manager's policy regarding reimbursable expenses and travel of
employees of Owner and manager pertaining to the Business.
     Operating Permits.  The term "Operating Permits" shall mean
Manager Operating Permits and Owner Operating Permits.
     Operating Supplies.  The term "Operating Supplies" shall
mean gaming supplies, paper supplies, cleaning materials,
maintenance supplies, linen china, glassware, silverware, kitchen
utensils, uniforms and all other consumable supplies and
materials used in the operation of the Riverboat and Related
Amenities.
     Operator.  The term "Operator" shall mean the Person engaged
by Owner pursuant to the Vessel Operating Agreement to conduct
the operations of the Riverboat as a vessel.
     Owner Denial.  The term "Owner Denial" shall have the
meaning set forth in Section 17.1.
     Owner Indemnitees.  The term "Owner Indemnitees" shall have
the meaning set forth in Section 13.1.
     Owner Operating Permits.  The term "Owner Operating Permits"
shall mean all licenses, permits, approvals, consents and
authorizations from Governmental Authorities that are necessary
to own, open and occupy the Project and operate the Business,
including any permits or licenses Owner is required by law to
obtain and have in effect specifically related to the operations
of a riverboat and landside facilities with respect thereto,
including without limitation, the Riverboat Operating Contract,
other than Manager Operating Permits and the Construction
Permits.
     Owner's Advances.  The term "Owner's Advances" shall mean
the amounts to be advanced by Owner to Manager pursuant to
Section 7.1.
     Owner's Operating Agreement.  The term "Owner's Operating
Agreement" shall mean that certain Operating Agreement of
AMERICAN ENTERTAINMENT, L.L.C., dated as of January 14, 1994
between AEC and Circus Circus Louisiana, Inc., as the same may be
amended from time to time.
     Owner's Representatives.  The term "Owner's Representative"
shall have the meaning set forth in Section 5.6.
     Partial Condemnation.  The term "Partial Condemnation" shall
have the meaning set forth in Section 12.5.
     Person.  The term "Person" shall mean any individual,
partnership, corporation, association or other entity, including,
but not limited to, any government or agency subdivision thereof,
and the heirs, executors, administrators, legal representatives,
successors and assigns of such Person where the context so
admits.
     Plans and Specifications.  The term "Plans and
Specifications: shall have the meaning set forth in Section 3.3.
     Pre-Opening Budget.  The term "Pre-Opening Budget" shall
mean the budget of expenses to be incurred prior to the Opening
Date pursuant to Article 4 and with respect to any other
provision of the Agreement pertaining to the period prior to the
Opening Date.  Such expenses shall include all budgeted expenses
incurred by Manager or by any of Manager's Affiliates in
implementing the Pre-Opening Plan, the cost of recruitment and
training for all Employees, costs of licensing or other
qualification of Employees prior to the Opening Date, the cost of
pre-opening sales, marketing, advertising, promotion and
publicity, the cost of obtaining all Construction Permits and
Owner Operating Permits, permits for employees, including the
fees of lawyers and other consultants incident thereto, and other
Pre-Opening Expenses.
     Pre-Opening Conditions.  The term "Pre-Opening Conditions"
shall have the meaning set forth in Section 2.3.
     Pre-Opening Expenses.  The term "Pre-Opening Expenses" shall
have the meaning set forth in Section 4.3.1.
     Pre-Opening Plan.  The term "Pre-Opening Plan" shall mean
the plans prepared by Manager and reviewed by Owner in connection
with the preparation of the Project for the Opening Date, as more
particularly described in Article 4.
     Pre-Opening Services.  The term "Pre-Opening Services" shall
have the meaning set forth in Section 4.1.
     Project.  The term "Project" shall mean the vessel and the
real property comprising the Riverboat and Related Amenities.
     Project Architects.  The term "Project Architects" shall
have the meaning set forth in Paragraph 3.3.1.
     Project Interior Designers.  The term "Project Interior
Designers" shall have the meaning set forth in Section 3.3.1.
     Related Amenities.  The term "Related Amenities" shall mean
the dock, ticket pavilion, parking facilities, patron and
employee lounges, bars, restaurants, gift and souvenir booths or
shops, warehouse facilities, buses, trams and other facilities
incidental to or for use by, or to accommodate, Riverboat
patrons, Senior Staff and/or Employees in the conduct of the
Business or the operation of the Riverboat as a passenger vessel
by the Operator.
     Related Contracts.  The term "Related Contracts" shall have
the meaning set forth in Section 6.20.
     Required Coverages.  The term "Required Coverages" shall
have the meaning set forth in Section 11.1.
     Riverboat.  The term "Riverboat" shall mean the excursion
gaming vessel to be owned by Owner and operated from the Bayou
Bienvenue which will feature casino style gaming to the extent
permitted by the Act, and which may also include food and
beverage service, entertainment and other related activities.
     Riverboat Operating Contract.  The term "Riverboat Operating
Contract" shall mean the contract and/or license let or provided
by the Louisiana Riverboat Gaming Commission in accordance with
La. R.S. 4:501 through 562, La. R.S. 14:90(D) and La. R.S.
36:409(C)(6) authorizing gaming and gambling operations on the
Riverboat.
     Riverboat Replacements.  The term "Riverboat Replacements"
shall mean all the capital replacements and improvements to the
structure or operation of the Riverboat as a waterborne vessel
which are necessary to maintain the Riverboat in seaworthy
condition, in compliance with all applicable Governmental
Requirements and to assure the safe transport of all Riverboat
patrons.
     Riverboat Replacements Fund.  The term "Riverboat
Replacements Fund" shall mean those amounts at any given time
deposited to a separate interest-bearing account established in
Owner's name at a financial institution selected by Owner for the
purpose of funding budgeted capital replacements, renewals, non-
routine repairs and maintenance and improvements within and to
the Riverboat for Riverboat Capital Replacements pursuant to the
Annual Capital Replacements Budget.
     Senior Staff.  The term "Senior Staff" shall have the
meaning set forth in Paragraph 6.1.2.
     Substantial Condemnation.  The term "Substantial
Condemnation" shall have the meaning set forth in Section 12.4.
     Technical Services.  The term "Technical Services" shall
have the meaning set forth in Section 3.6.
     Term.  The term "Term" shall mean the Initial Term plus any
Extension Period for which the option to extend as provided in
the Agreement has been properly exercised and effected.
     Unavoidable Delay.  The term "Unavoidable Delay" shall have
the meaning set forth in Article 18.
     Vessel Operating Agreement.  The term "Vessel Operating
Agreement" shall mean that certain agreement by and between Owner
and Operator regarding the crewing and non-gaming operation,
including maintenance, of the Riverboat as a vessel, which
agreement shall have been approved in advance in writing by
Manager and which shall be amended, modified, supplemented,
terminated or replaced only with the prior written approval of
Manager.
     Working Capital.  The term "Working Capital" shall mean such
amount in the Bank Accounts as will be sufficient to reasonably
assure the timely payment of all current liabilities of the
Business, including without limitation, the Base Management Fee
and any other amounts payable to Manager or its Affiliates, and
the uninterrupted and efficient operation of the Business during
the Term to permit the Manager to perform its responsibilities
and obligations hereunder, all as contemplated by the applicable
Annual Plan with reasonable reserves for unanticipated
contingencies and for short term business fluctuations resulting
from monthly variations between the Annual Plan and actual
operating expenses.

                                 Exhibit B

                              List of Permits


                              TO BE SUPPLIED
                                 Exhibit C

                   Form of Preliminary Pre-Opening Plan


                              TO BE SUPPLIED
                                 Exhibit D

                         Form of Operating Budget


                              TO BE SUPPLIED
                            TABLE OF CONTENTS

                  Riverboat Casino Management Agreement


R E C I T A L S. . . . . . . . . . . . . . . . . . . . . . . . .. . . .  1

AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .  1

     1.   DEFINITION/ARTICLES, SECTIONS, PARAGRAPHS AND
          CLAUSES. . . . . . . . . . . . . . . . . . . . . . . .. . . .  1
          1.1.   Definitions . . . . . . . . . . . . . . . . . .. . . .  1
          1.2.   Articles, Sections, Paragraphs and Clauses. . .. . . .  1

     2.   TERM . . . . . . . . . . . . . . . . . . . . . . . . .. . . .  1
          2.1.   Initial Term. . . . . . . . . . . . . . . . . .. . . .  1
          2.2.   Extended Term . . . . . . . . . . . . . . . . .. . . .  2
          2.3.   Pre-Opening Conditions. . . . . . . . . . . . .. . . .  2

     3.   CONSTRUCTION AND TECHNICAL SERVICES  . . . . . . . . .. . . .  2
          3.1    Construction Conditions . . . . . . . . . . . .. . . .  2
          3.2.   Owner's Obligations to Construct and
               Deliver . . . . . . . . . . . . . . . . . . . . .. . . .  3
          3.3.   Plans and Specifications. . . . . . . . . . . .. . . .  3
          3.4.   Construction Schedule . . . . . . . . . . . . .. . . .  4
          3.5   INTENTIONALLY DELETED. . . . . . . . . . . . . .. . . .  4
          3.6.  Technical Services . . . . . . . . . . . . . . .. . . .  4
          3.7.   Opening the Project . . . . . . . . . . . . . .. . . .  5

     4.   PRE-OPENING PHASE. . . . . . . . . . . . . . . . . . .. . . .  6
          4.1.   Pre-Opening Services. . . . . . . . . . . . . .. . . .  6
          4.2.   Approval by Owner . . . . . . . . . . . . . . .. . . .  7
          4.3.   Payment of Pre-Opening Expenses . . . . . . . .. . . .  8
          4.4.   Manager Advances. . . . . . . . . . . . . . . .. . . .  8

     5.   APPOINTMENT OF MANAGER . . . . . . . . . . . . . . . .. . . .  8
          5.1.   Appointment . . . . . . . . . . . . . . . . . .. . . .  8
          5.2.   Management of the  Business . . . . . . . . . .. . . .  8
          5.3.   Community Commitment. . . . . . . . . . . . . .. . . .  9
          5.4.   Purchasing. . . . . . . . . . . . . . . . . . .. . . .  9
          5.5.   Contracts and Expenses. . . . . . . . . . . . .. . . .  9
          5.6    Owner's Representative. . . . . . . . . . . . .. . . . 10

     6.   CERTAIN SPECIFIC AUTHORITIES AND RESPONSIBILITIES
          OF MANAGER . . . . . . . . . . . . . . . . . . . . . .. . . . 10
          6.1   Personnel Matters. . . . . . . . . . . . . . . .. . . . 10
          6.2.  Financial Management . . . . . . . . . . . . . .. . . . 12
          6.3.  Annual Plans . . . . . . . . . . . . . . . . . .. . . . 12
          6.4.  Capital and Riverboat Replacements Funds . . . .. . . . 14
          6.5.  Revisions to Annual Plan and Reallocation of
               Funds . . . . . . . . . . . . . . . . . . . . . .. . . . 17
          6.6.  Accounting Records . . . . . . . . . . . . . . .. . . . 17
          6.7.  Financial Statements; Meetings . . . . . . . . .. . . . 18
          6.8.  Access, Review and Audit . . . . . . . . . . . .. . . . 18
          6.9.  Limitation of Responsibility for Budgets . . . .. . . . 19
          6.10.  Management. . . . . . . . . . . . . . . . . . .. . . . 19
          6.11.  Collection of Base Management Fee . . . . . . .. . . . 22
          6.12.  Emergency Expenditures. . . . . . . . . . . . .. . . . 22
          6.13.  Expenditures Required for Compliance with
               Law . . . . . . . . . . . . . . . . . . . . . . .. . . . 23
          6.14.  Marketing Programs. . . . . . . . . . . . . . .. . . . 23
          6.15.  Use of Names and Logos. . . . . . . . . . . . .. . . . 24
          6.16.  Remittances to Owner. . . . . . . . . . . . . .. . . . 24
          6.17.  Owner Payments by Manager . . . . . . . . . . .. . . . 24
          6.18.  INTENTIONALLY DELETED . . . . . . . . . . . . .. . . . 24
          6.19.  Supervisory Services. . . . . . . . . . . . . .. . . . 24
          6.20.  Certain Agreements. . . . . . . . . . . . . . .. . . . 24

     7.   CERTAIN RIGHTS AND RESPONSIBILITIES OF OWNER . . . . .. . . . 25
          7.1.    Owner's Advances . . . . . . . . . . . . . . .. . . . 25

     8.   MANAGEMENT FEES. . . . . . . . . . . . . . . . . . . .. . . . 27
          8.1    Base Management Fee . . . . . . . . . . . . . .. . . . 27
          8.2.   Adjustments to Management Fees Following
               Termination . . . . . . . . . . . . . . . . . . .. . . . 27

     9.   OWNER'S COVENANTS AND REPRESENTATIONS. . . . . . . . .. . . . 27
          9.1.   Owner's Covenants and Representations . . . . .. . . . 27

     10.  MANAGER'S COVENANTS AND REPRESENTATIONS. . . . . . . .. . . . 28

     11.  INSURANCE. . . . . . . . . . . . . . . . . . . . . . .. . . . 29
          11.1.   Operating Insurance. . . . . . . . . . . . . .. . . . 29
          11.2.   Property and Other Insurance . . . . . . . . .. . . . 30
          11.3.   Dishonored Check Insurance . . . . . . . . . .. . . . 30
          11.4.   Parties to be Covered by Insurance;
               Location of Policies. . . . . . . . . . . . . . .. . . . 30
          11.5    Rights of Manager and Owner to Receive
               Information on Insurance Matters. . . . . . . . .. . . . 31
          11.6    Insurance Coverage Upon Termination of
               Agreement . . . . . . . . . . . . . . . . . . . .. . . . 31
          11.7    Other Insurance Requirements . . . . . . . . .. . . . 31

     12.  DAMAGE AND CONDEMNATION. . . . . . . . . . . . . . . .. . . . 32
          12.1   Material Destruction. . . . . . . . . . . . . .. . . . 32
          12.2   Partial Destruction . . . . . . . . . . . . . .. . . . 32
          12.3.  Excess Proceeds . . . . . . . . . . . . . . . .. . . . 32
          12.4   Substantial Condemnation. . . . . . . . . . . .. . . . 32
          12.5.  Partial Condemnation. . . . . . . . . . . . . .. . . . 33
          12.6.  Casualty Management Fees. . . . . . . . . . . .. . . . 33

     13.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . .. . . . 33
          13.1.  Owner Indemnity . . . . . . . . . . . . . . . .. . . . 33
          13.2   Manager Indemnity . . . . . . . . . . . . . . .. . . . 33
          13.3.  Legal Fees, Etc.; Procedures. . . . . . . . . .. . . . 34
     14.  ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . .. . . . 35
          14.1.   Sale/Assignment. . . . . . . . . . . . . . . .. . . . 35
          14.2.   Effect of Assignment . . . . . . . . . . . . .. . . . 35

     15.  DEFAULT/STEP-IN RIGHTS . . . . . . . . . . . . . . . .. . . . 36
          15.1.   Definition . . . . . . . . . . . . . . . . . .. . . . 36
          15.2.   Delays and Omissions . . . . . . . . . . . . .. . . . 37
          15.3.   Disputes in Arbitration. . . . . . . . . . . .. . . . 37

     16.  REMEDIES AND TERMINATION . . . . . . . . . . . . . . .. . . . 37
          16.1.   Owner's Remedies . . . . . . . . . . . . . . .. . . . 37
          16.2.   Manager's Remedies . . . . . . . . . . . . . .. . . . 38
          16.3.   Remedies Nonexclusive. . . . . . . . . . . . .. . . . 38
          16.4.   Termination. . . . . . . . . . . . . . . . . .. . . . 39
          16.5.   Effect of Termination. . . . . . . . . . . . .. . . . 39
          16.6.   Proprietary Information. . . . . . . . . . . .. . . . 40
          16.7.   Manager Responsibilities . . . . . . . . . . .. . . . 40
          16.8.   Survival of Representations and
               Indemnifications. . . . . . . . . . . . . . . . .. . . . 40

     17.  LICENSE PROTECTION . . . . . . . . . . . . . . . . . .. . . . 41
          17.1.   Owner Denial . . . . . . . . . . . . . . . . .. . . . 41
          17.2.   Manager's Louisiana Licensing. . . . . . . . .. . . . 42
          17.3.   Owner's Louisiana Licensing. . . . . . . . . .. . . . 43

     18.  UNAVOIDABLE DELAYS . . . . . . . . . . . . . . . . . .. . . . 43

     19.  RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS. . . . . .. . . . 44
          19.1.   No Joint Venture or Ownership. . . . . . . . .. . . . 44
          19.2.   Affiliates . . . . . . . . . . . . . . . . . .. . . . 44

     20.  FINANCING MATTERS. . . . . . . . . . . . . . . . . . .. . . . 45
          20.1.   Restrictions on Financing Representations. . .. . . . 45
          20.2.   Permissible Disclosure . . . . . . . . . . . .. . . . 45
          20.3.   Compliance by Affiliates . . . . . . . . . . .. . . . 45
          20.4    Estoppel Certificates. . . . . . . . . . . . .. . . . 45

     21.  ARBITRATION. . . . . . . . . . . . . . . . . . . . . .. . . . 46
          21.1.   Financial Disputes . . . . . . . . . . . . . .. . . . 46
          21.2.   General Arbitration. . . . . . . . . . . . . .. . . . 47
          21.3.   Choice of Forum. . . . . . . . . . . . . . . .. . . . 48

     22.  BANKROLL . . . . . . . . . . . . . . . . . . . . . . .. . . . 48

     23.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . .. . . . 49
          23.1.   Authorizations . . . . . . . . . . . . . . . .. . . . 49
          23.2.   Notices. . . . . . . . . . . . . . . . . . . .. . . . 49
          23.3.   Entire Agreement . . . . . . . . . . . . . . .. . . . 50
          23.4.   Confidentiality. . . . . . . . . . . . . . . .. . . . 50
          23.5.   Approvals. . . . . . . . . . . . . . . . . . .. . . . 50
          23.6    Conflict of Interest/Non-Competition . . . . .. . . . 51
          23.7.   Exhibits . . . . . . . . . . . . . . . . . . .. . . . 51
          23.8.   Choice of Law and Construction of
               Agreement, Service of Process and
               Jurisdiction. . . . . . . . . . . . . . . . . . .. . . . 51
          23.9.   Amendment and Waiver . . . . . . . . . . . . .. . . . 52
          23.10.  INTENTIONALLY DELETED. . . . . . . . . . . . .. . . . 52
          23.11.  Severability . . . . . . . . . . . . . . . . .. . . . 52
          23.12.  Governing Document . . . . . . . . . . . . . .. . . . 52
          23.13.  Inspection of Project. . . . . . . . . . . . .. . . . 52
          23.14.  Approval of Vessel Operating Agreement . . . .. . . . 52
          23.15.  Third-Party Beneficiaries. . . . . . . . . . .. . . . 52
          23.16.  Regulatory Information . . . . . . . . . . . .. . . . 52
          23.17.  Interpretation . . . . . . . . . . . . . . . .. . . . 52
          23.18.  Counterparts . . . . . . . . . . . . . . . . .. . . . 53
          23.19.  Successors and Assigns . . . . . . . . . . . .. . . . 53

Exhibit A. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 56

Exhibit B. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 67

Exhibit C. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 68

Exhibit D. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 69




                                    
                                    
                                    
                  RIVERBOAT CASINO MANAGEMENT AGREEMENT
                                    
                                    
                              by and among
                                    
                                    
                AMERICAN ENTERTAINMENT, L.L.C. ("Owner")
                                    
                                    
                                   and
                                    
                                    
                     CIRCUS CIRCUS LOUISIANA, INC.,
                        a Louisiana Corporation 
                               ("Manager")
                                    
                                    
                        Date:  January ___, 1994
                                    
                                     
                                EXHIBIT E
                          CONSULTING AGREEMENT
                          CONSULTING AGREEMENT

     This Consulting Agreement (the "Agreement") is made,
effective January ____, 1994, by and between AMERICAN
ENTERTAINMENT, L.L.C. (the "Company"), a Louisiana Limited
Liability Company, represented herein by its duly authorized
members, Circus Circus Louisiana, Inc. and American Entertainment
Corporation and AMERICAN ENTERTAINMENT CORPORATION (the
"Consultant").

                               WITNESSETH

     WHEREAS, Company has been awarded a Certificate of
Preliminary Approval from the Louisiana Riverboat Gaming
Commission and intends to build and operate a Riverboat and
Related Amenities, in accordance with the Louisiana Riverboat
Economic Development and Gaming Control Act and regulations
promulgated thereunder; and

     WHEREAS, the Company and the Consultant have entered into a
certain Operating Agreement governing the operation of the
Company (the "Operating Agreement") of even date herewith; and

     WHEREAS, the Company and Circus Circus Louisiana, Inc. have
entered into a certain Management Agreement governing the
management of the Project (the "Management Agreement") of even
date herewith; and

     WHEREAS, Consultant possesses special skills and knowledge
of the local business environment; and

     WHEREAS, Company wishes to retain the services of Consultant
in order to avail itself of the special expertise and abilities
of Consultant.

     NOW THEREFORE, intending to be legally bound hereby, and in
consideration of mutual covenants contained herein, and other
good and valuable consideration, parties herein mutually agree as
follows:

     1.   DEFINITIONS.  Capitalized terms used herein undefined
shall have the meanings assigned thereto in the Management
Agreement.

     2.   EMPLOYMENT.  The Company hereby retains and hires
Consultant, and Consultant shall serve the Company upon terms and
conditions hereinafter set forth.

     3.   INITIAL TERM.  The Initial Term of this Agreement shall
be effective upon the execution of this Agreement.  The Initial
Term of this Agreement shall be for a period of five (5) years
from the date of execution of this Agreement, unless sooner
terminated in accordance with this Agreement.

     4.   EXTENDED TERM.  Provided that this Agreement has not
otherwise been terminated pursuant to the terms of this
Agreement, then the Consultant shall have three (3) options to
extend the Initial Term for consecutive periods of five (5)
additional years each (each such additional five (5) year period
being designated as an "Extension Period").  Subject to the
foregoing conditions, Consultant shall given written notice to
Company that it has elected to exercise an option to extend the
term at least one hundred eighty (180) days prior to the date of
the expiration of the Initial Term or an Extension Period then in
effect in order to extend this Agreement for an Extension Period,
if any remain, upon the terms, conditions, covenants and
provisions set forth herein without the necessity of executing
any new consulting agreement or other instruments or agreements. 
If Consultant does not give written notice to Company that it has
elected to exercise an option to extend prior to the later of (i)
the beginning of such 180-day period and (ii) ten (10) days after
the receipt by Consultant of a "reminder" notice from Company
that an option to extend is about to expire, then this Agreement
shall end on the expiration date of the Initial Term or
then-current Extension Period, if any was previously exercised,
if not sooner terminated pursuant to the terms of this Agreement.

     5.   DUTIES.  During the term of this Agreement, Consultant
shall serve the Company and shall provide consultation to assist
the Company in the development and operation of Company's
Riverboat and Related Amenities.  Consultant's duties shall
include but not be limited to providing assistance to the Company
in locating and evaluating appropriate local vendors to supply
the goods and services necessary for the operation of the
riverboat casino; meeting with governmental and regulatory
authorities under whose jurisdiction the venture will operate to
ensure regulatory compliance; aiding the Company in the
establishment of its Louisiana office and such other duties as
make use of Consultant's skills and expertise.

     6.   TIME REQUIREMENTS.  The Company acknowledges that
Consultant may provide services to other companies and that
Consultant may not necessarily be available to serve the Company
at any specific time.  Consultant shall not be required to devote
a specified number of hours or days to his duties contracted for
hereunder; however, Consultant will devote his full energy and
skill when serving the Company.

     7.   COMPENSATION.  The Company shall pay to Consultant as
compensation for his services for each Fiscal Year the sum of one
percent (1%) of the first One Hundred Million ($100,000,000.00)
Dollars of annual Gross Revenues of the Project and one-half
percent (.5%) of annual Gross Revenues of the Project in excess
of One Hundred Million ($100,000,000.00) Dollars, which
compensation shall be payable to Consultant concurrently with the
payment to Circus Circus Louisiana, Inc. of the Base Management
Fee pursuant to the Management Agreement.

     8.   EXPENSES.  The reasonable and accountable expenses of
Consultant incurred during the term of this Agreement in
furtherance of Company business and as permitted by applicable
laws will be reimbursed to Consultant.  Consultant agrees to
present adequate records on the items submitted for reimbursement
and such other documentation as may be required by law or
regulation.

     9.   INDEPENDENT CONTRACTOR RELATIONSHIP.  Consultant is
retained and employed by the Company only for the purposes and 
to the extent set forth in this Agreement, and his relationship
to the Company shall, during the term hereof, be that of an
independent contractor.  Consultant shall not be considered as
having employee status or as being entitled to participate in any
plans, arrangements, or distributions by the Company pertaining
to or in connection with any pension, stock, bonus, profit
sharing, or similar benefits for Company's regular employees. 
Consultant shall be responsible for the payment of any and all
taxes resulting from the receipt by Consultant of the
compensation provided hereunder required by any present or future
statute, law, ordinance, regulation, order, judgment or decree,
and Consultant hereby indemnifies and holds Company harmless from
any and all liability therefor.

     10.  TERMINATION.  This Agreement shall terminate upon the
occurrence of any one of the following events:

          (i)  The expiration of the stated Term including any
extensions effected by Consultant in accordance with the terms
hereof.
          (ii) Agreement by both parties in writing to terminate
this Agreement.
          (iii)     Consultant is unable or unwilling to comply
with the terms and conditions, including financial obligations,
imposed by any Governmental Authority in connection with any
Operating Permit, at the election of Company, effective upon
delivery of written notice to Consultant.

          (iv) Upon termination of the Management Agreement for
any reason other than a voluntary termination.
          (v)  If an Owner Denial pursuant to Section 17.1 of the
Management Agreement and/or a Manager Denial pursuant to Section
17.2 of the Management Agreement shall occur or be threatened by
reason of any act or omission of Consultant or any Affiliate of
Consultant, the Company shall have the right to terminate this
Agreement upon written notice to Consultant, and such termination
shall not cause the termination of the Management Agreement.
          (vi) Upon the sale, assignment, transfer or other
disposition (A) by the Company of all or substantially all of its
ownership interest in the Riverboat and Related Amenities to an
entity which is nos an Affiliate of the Company or (B) by
Consultant of all or substantially all of its ownership interest
in the Company to an entity which is not an Affiliate of
Consultant.

     In no event shall this Agreement be terminated without the
written consent of Circus Circus Louisiana, Inc., if the effect
of the termination of this Agreement would be to also terminate
the Management Agreement.

     11.  BINDING EFFECT AND BENEFIT.  This Agreement shall inure
to the benefit of and be binding upon the Company and Consultant,
its successors and to the extent permitted hereunder, assigns. 
This Agreement may be assigned by Company or Consultant upon the
same terms and conditions governing assignment of the Management
Agreement by Owner (as to Company) and Manager (as to Consultant)
in the Management Agreement, provided, however, a proposed
assignee of Consultant shall not be required to have any
experience operating casinos or riverboats, or any historical
operating performance, as required by the Management Agreement.

     12.  ENTIRE AGREEMENT.  This Agreement, the Management
Agreement and the Operating Agreement contain the entire
agreement among the parties and may not be amended, modified, or
supplemented in any respect except by subsequent written
agreement entered into by both parties.

     13.  GOVERNING LAWS.  This Agreement shall be construed in
accordance with the governed by the laws of the State of
Louisiana.

     14.  NOTICES.  Any notice or other communication under this
Agreement shall be in writing and shall be sufficient if sent by
registered mail, return receipt requested, to the parties, at the
addresses set forth below, or at such other address as the
Company or Consultant may from time specify.
If to Company:
American Entertainment, L.L.C.
700 Camp Street
New Orleans, LA 70130


With a copy to:

Circus Circus Louisiana, Inc.
c/o Circus Circus Enterprises, Inc.
2880 Las Vegas Blvd. South
Las Vegas, NV   89109

Attention:  Corporate Counsel


If to Consultant:

American Entertainment Corporation
8301 W. Judge Perez Drive
Suite 305
Chalmette, LA  70043

      IN WITNESS WHEREOF, the parties have executed this Agreement
this ____ day of January, 1994.


WITNESSES:                 AMERICAN ENTERTAINMENT, L.L.C.
                           BY:  CIRCUS CIRCUS LOUISIANA, Member



________________________   BY:_________________________________

                               Title:


                           BY:  AMERICAN ENTERTAINMENT
                                CORPORATION, Member



________________________   BY:________________________________
                              JOSEPH H. GEORGUSIS, President


                           BY:  AMERICAN ENTERTAINMENT
                                CORPORATION, Consultant



________________________   BY:_________________________________
                               JOSEPH H. GEORGUSIS, President  


EXHIBIT F
                                AEC NOTE
                              PROMISSORY NOTE


$10,000,000.00                                   January __, 1994

                                             Chalmette, Louisiana


          FOR VALUE RECEIVED, AMERICAN ENTERTAINMENT CORPORATION,
a Louisiana corporation (the "Borrower"), promises to pay to the
order of AMERICAN ENTERTAINMENT, L.L.C., a Louisiana limited
liability company (the "Lender"), care of Circus Circus
Louisiana, Inc., 2880 Las Vegas Boulevard South, Las Vegas,
Nevada 89109, the principal sum of Ten Million and No/100
($10,000,000.00) Dollars, or so much thereof as may be advanced
from time to time.

          Subject to the terms hereof, the Borrower may borrow up
to the principal amount of this Note in one or more advances
(each, an "Advance" and collectively, the "Advances"); provided,
that (a) the Borrower shall not be able to obtain any Advance
hereunder (i) at any time on or after the first anniversary of
the first Advance (the "First Advance") hereunder, and/or (ii) if
there exists an Event of Default (hereinafter defined) at the
time of any request for an Advance hereunder, and (b) amounts
borrowed hereunder and repaid may not be reborrowed at any future
time.  The Lender shall make any Advance that the Borrower
requests hereunder within five Business Days' (hereinafter
defined) of receipt of written notice from Borrower requesting
such Advance.  The Borrower and Lender acknowledge and agree that
if any Advance is made by check, the check shall be dated the
date that Lender makes such Advance. 

          The credit advice resulting from the deposit of the
proceeds of any Advance hereunder into any account of Borrower at
any financial institution, or the Lender's copy of any check
representing all or any part of the proceeds of a disbursement
shall be deemed prima facie evidence of the Borrower's
indebtedness to the Lender hereunder. 

          The aggregate outstanding principal borrowed hereunder
from time to time shall bear interest at a rate equal to one (1%)
percent per annum in excess of the interest rate charged from
time to time by Bank of America, N.T. & S.A. to its best
commercial customers for short term unsecured loans, from the
date borrowed until paid.  All payments of interest shall be
computed on the per annum basis of a year of 365 days or 366
days, as the case may be, for the actual number of days
(including the first day, but excluding the last day) elapsed.

          Accrued interest on Advances hereunder and the
aggregate principal of the Advances outstanding hereunder shall
be due and repaid as follows:

          (1)  Beginning on the first anniversary of the First
               Advance and on each such anniversary thereafter,
               the Borrower shall be obligated to pay to the
               Lender the greater of (a) the accrued and unpaid
               interest hereunder, or (b) the amount of Net
               Available Cash (as defined in that Operating
               Agreement of American Entertainment, L.L.C., A
               Louisiana Limited Liability Company, dated January
               14, 1994 (as amended, modified, supplemented and
               restated from time to time, the "Operating
               Agreement") between the Borrower and Circus Circus
               Louisiana, Inc., a Louisiana corporation ("CCLI"))
               distributed to CCLI under subsection 7.3(a)(vi) of
               the Operating Agreement for the most recently
               completed fiscal year of the Lender, payments
               being received by the Lender under this clause (b)
               to be applied first to accrued and unpaid interest
               hereunder and then to the outstanding principal
               balance hereunder; provided however, that with
               respect to each fiscal year of the Lender during
               which the AEC Loan is outstanding, Borrower may
               defer the annual payment of interest only until
               the earlier of (x) the distribution or deemed
               distribution of Net Available Cash pursuant to
               subsection 7.3(a)(vi) and/or payment of consulting
               fees pursuant to the Consulting Agreement (as
               defined in the Operating Agreement) or (y) ninety
               (90) days after the end of such fiscal year.  

          (2)  On the date of the sixth (6th) anniversary of the
               First Advance hereunder, all accrued and unpaid
               interest hereunder and the aggregate principal
               balance outstanding hereunder shall be due and
               payable, and shall be paid by the Borrower to the
               Lender in full (the "Final Payment); provided
               however, that Borrower may defer such Final
               Payment until the earlier of (x) the distribution
               or deemed distribution of Net Available Cash
               pursuant to subsection 7.3(a)(vi) and/or payment
               of consulting fees pursuant to the Consulting
               Agreement (as defined in the Operating Agreement)
               or (y) ninety (90) days after the end of such
               fiscal year.

          (3)  Within ten (10) days prior to each due date
               hereunder, Lender shall provide Borrower with a
               written statement calculating the interest due and
               payable for the preceding fiscal year.  However,
               with respect to the Final Payment hereunder,
               Lender shall provide Borrower with a written
               statement, submitted within ten (10) days prior to
               the date such Final Payment is due, of the
               interest due and payable for the preceding fiscal
               year and for any additional period thereafter
               through the date that such Final Payment is due. 
               Lender's failure to provide such written notice
               shall not void Borrower's payment obligations
               hereunder.  In the event that Borrower fails to
               receive such written notice within ten (10) days
               prior to any due date hereunder, Borrower shall so
               notify Lender, who will then provide such notice
               as quickly as is practicable.

          At any time and from time to time, the Borrower may
pre-pay this Note in whole or in part, without premium or
penalty, payments to be applied first to accrued and unpaid
interest hereunder and then to the outstanding principal balance
hereunder.


          All payments and prepayments made by the Borrower
hereunder shall be made in lawful money of the United States to
the Lender in immediately available funds before 2:00 P.M.
(Pacific Time) on the date that such payment is required to be
made.  Any payment received and accepted by the Lender after such
time shall be considered for all purposes (including the
calculation of interest, to the extent permitted by law) as
having been made on the Lender's next following Business Day.  If
the day for any payment or prepayment hereunder falls on a day
which is not a Business Day, then for all purposes of this Note,
the same shall be deemed to have fallen on the next following
Business Day, and such extension of time shall in such case be
included in the computation of payments of interest.  For the
purposes of this Note, "Business Day" shall mean a day other than
a Saturday, Sunday or legal holiday for commercial banks in New
Orleans, Louisiana.

          All indebtedness of outstanding principal under this
Note shall bear interest (computed in the same manner as interest
on this Note prior to maturity) after maturity, whether at stated
maturity, by acceleration, or otherwise, at a rate equal to five
(5%) percent per annum in excess of the interest rate charged
from time to time by Bank of America, N.T. & S.A. to its best
commercial customers for short term unsecured loans (the "Default
Rate"), and all such interest shall be payable on demand.        

       
          The Borrower and any guarantor, accommodation party,
endorser or other person or entity liable for the demand or
collection of this Note expressly waive demand and presentment
for payment, notice of nonpayment, protest, notice of protest,
notice of dishonor, bringing of suit, diligence in taking any
action to collect amounts called for hereunder and in the
handling of property at any time existing as security in
connection herewith, and shall be directly and primarily liable
for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission
as or with respect to the collection of any amount called for
hereunder or in connection with any right, lien, interest or
property at any and all times had or existing as security for any
amount called for hereunder.

          Any of the following events shall be considered an
"Event of Default" as that term is used herein:  (i) the Borrower
fails to make payment when due of any principal or interest
installment on this Note, which default remains uncured for a
period of ten (10) days after notice thereof having been given by
the Lender; (ii) any guarantor of the indebtedness, liabilities
and obligations of the Borrower to the Lender under and in
connection with this Note (in any such case, a "Guarantor")
defaults in the payment of any amounts owed to Lender under such
Guarantor's guaranty, provided that if there shall not then exist
an Event of Default under this Note, such default shall also
remain uncured for a period of ten (10) days after notice thereof
having been given to such Guarantor by the Lender; (iii) any
Guarantor defaults in the observance or performance of any of the
covenants or agreements contained in such Guarantor's guaranty
(other than with respect to the payment of money), which default
remains uncured for a period of thirty (30) days after notice
thereof having been given to such Guarantor by the Lender; (iv)
the occurrence of any "Event of Default" by the Borrower under
and as defined in the Operating Agreement; (v) the occurrence of
any event under Section 10.1 of the Operating Agreement requiring
that the Lender be dissolved; (vi) a receiver, conservator,
liquidator or trustee of the Borrower, or of any of its property,
is appointed by order or decree of any court or agency or
supervisory authority having jurisdiction; or an order for relief
is entered against the Borrower under the Federal Bankruptcy
Code; or the Borrower is adjudicated bankrupt or insolvent; or
any material portion of the property of the Borrower is
sequestered by court order and such order remains in effect for
more than 30 days after such party obtains knowledge thereof; or
a petition is filed against the Borrower under any state,
reorganization, arrangement, insolvency, readjustment of debt,
dissolution, liquidation or receivership law of any jurisdiction,
whether now or hereafter in effect, and such petition is not
dismissed within 60 days; (vii) the Borrower files a case under
the Federal Bankruptcy Code or seeking relief under any provision
of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, or consents to
the filing of any case or petition against it under any such law;
(viii) the Borrower makes an assignment for the benefit of its
creditors, or admits in writing its inability to pay its debts
generally as they become due, or consents to the appointment of a
receiver, trustee or liquidator of the Borrower or of all or any
part of its property; or (ix) a writ or warrant of attachment or
any similar process shall be issued by any court against all or
any material portion of the property of the Borrower, and such
writ or warrant of attachment or any similar process is not
released or bonded within 30 days after its entry.

          Upon the happening of any Event of Default specified in
the preceding paragraph (other than clauses (vi) and (vii)
thereof), the Lender may by written notice to the Borrower
declare the entire principal amount of this Note plus interest
accrued hereon to be immediately due and payable without
presentment, demand, protest, notice of protest or dishonor or
other notice of default of any kind, all of which are hereby
expressly waived by the Borrower.  Upon the happening of any
Event of Default specified in clauses (vi) or (vii) of the
preceding paragraph, the entire principal amount of this Note
plus interest accrued hereon shall, without notice or action by
the Lender, be immediately due and payable without presentment,
demand, protest, notice of protest or dishonor or other notice of
default of any kind, all of which are hereby expressly waived by
the Borrower.

          Upon the occurrence of any Event of Default, the Lender
shall have the right to set-off any funds of the Borrower in the
possession of the Lender against any amounts then due by the
Borrower to the Lender on this Note.

          If an Event of Default occurs and this Note is placed
in the hands of an attorney for collection, or suit is filed
hereon, or proceedings are had in bankruptcy, probate,
receivership or other judicial proceedings for the establishment
or collection of any amount called for hereunder, or any amount
payable or to be payable hereunder is collected through any such
proceedings, the Borrower agrees it is also to pay the owner and
holder of this Note a reasonable amount as attorneys' fees.

          The Lender is hereby authorized by the Borrower to
record on the schedule annexed to this Note (or on a supplemental
schedule thereto) the amount of each Advance made by the Lender
to the Borrower and the amount of each payment or prepayment of
principal of such Advances received by the Lender, it being
understood, however, that failure to make any such notation shall
not affect the rights of the Lender or the obligations of the
Borrower hereunder in respect of this Note.  The Lender may, at
its option, record such matters in its internal records rather
than on such schedule.

          Any notice or demand which, by provision of this Note,
is required or permitted to be given or served shall be deemed to
have been sufficiently given and served for all purposes (if
mailed) three calendar days after being deposited, postage
prepaid, in the United States mail, registered or certified mail,
or (if delivered by express courier) one calendar day after being
delivered to such courier, or (if delivered in person) the same
day as delivery, in each case addressed (until another address or
addresses are given in writing in accordance with this paragraph)
as follows:

          If to the Borrower:

          American Entertainment Corporation
          8301 West Judge Perez Drive, Suite 300
          Chalmette, Louisiana 70043
          Attn:  Mr. William F. Beuck

                      and

          Joseph H. Georgusis
          8301 West Judge Perez Drive, Suite 305
          Chalmette, Louisiana 70043

          If to the Lender:
          
          American Entertainment, L.L.C.
          c/o Circus Circus Louisiana, Inc.
          2880 Las Vegas Boulevard South
          Las Vegas, Nevada 89109
          Attn:  Chief Financial Officer


          This Note shall be governed by and construed under the
laws of the State of Louisiana.

          IN WITNESS WHEREOF, the Borrower has caused this Note
to be executed and delivered on the day first written above.


                         AMERICAN ENTERTAINMENT CORPORATION


                         By:                                 
                            Name:
                            Title:

SCHEDULE TO
        PROMISSORY NOTE
                   

          This Note evidences Advances made in the principal
amounts, and on the dates set forth below, subject to the
payments or prepayments of principal set forth below:

             Principal    Principal      Principal
             Amount of    Amount Paid    Balance
Date Made    Loan         or Prepaid     Outstanding    Initials


EXHIBIT G
AEC SECURITY AGREEMENT
SECURITY AND PLEDGE AGREEMENT

                                  
                                  THIS SECURITY AND PLEDGE
AGREEMENT (this "Security and Pledge
Agreement"), dated as of ____________, 1994, is made by and among
AMERICAN ENTERTAINMENT CORPORATION, a Louisiana corporation (the
"Debtor"); the individual shareholders of the Debtor, namely
_________________ (collectively, the "Shareholders"), who
intervene
herein under and pursuant to Section 11 hereof; and AMERICAN
ENTERTAINMENT, L.L.C., a Louisiana limited liability company (the
"Lender"), who agree as follows:

RECITALS

I.Debtor is or will be indebted unto the Lender for a loan made
or to be made pursuant to the terms of a certain promissory note,
dated of even date herewith (as amended, supplemented, extended,
renewed or restated from time to time, the "Note), by the Debtor,
payable to the order of the Lender, in an aggregate principal
amount not to exceed Ten Million ($10,000,000.00) Dollars.  As
used in this Security and Pledge Agreement, the term "Indebtedness"
means all present and future amounts, liabilities, and
obligations of the Borrower to the Lender or to any successor or transferee
of the Lender under or pursuant to the Note, whether said amounts,
liabilities, or obligations are liquidated or unliquidated, now
existing or hereafter arising, in principal, interest, deferral
and delinquency charges, costs and attorneys' fees, as therein
stipulated, including any amounts, liabilities or obligations
under and pursuant to all amendments, supplements, renewals and
restatements to the Note.

II.The Debtor is one of the two members of the Lender and, as
such, will derive and will continue to derive benefits from the
aforementioned loan made by the Lender to the Debtor.

III.In order to secure the full and punctual payment of the Note,
and in accordance with Section 6.6 of the Operating Agreement of
American Entertainment, L.L.C., A Louisiana Limited Liability
Company, dated January 14, 1994 (the "Operating Agreement"), the
Debtor has agreed to execute and deliver this Security and Pledge
Agreement and to pledge, deliver and grant to the Lender a
continuing security interest in and to the Collateral (as
hereinafter defined).

D.The parties acknowledge that this Security and Pledge Agreement
may, in part, be subject to the Louisiana Riverboat Economic
Development and Gaming Control Act, La.R.S. 4:501 et seq. (the
"Riverboat Gaming Act").  In particular, they acknowledge that
the terms of this Security and Pledge Agreement and, if necessary,
the enforcement of this Security and Pledge Agreement, may require
certain regulatory approvals pursuant to the Riverboat Gaming
Act. 


AGREEMENT

NOW, THEREFORE, in consideration of the premises, the Debtor and
the Lender hereby agree as follows:

Section 1.Definitions.

(a)  As used in this Security and Pledge Agreement, the terms
"Agreement," "Debtor," "Lender," "Shareholders," "Note," and
"Indebtedness" shall have the meanings indicated above.

(b)  As used in this Security and Pledge Agreement, the terms
"Operating Agreement" and "Collateral" and shall have the
respective meanings defined in Section 2 below.

(c)  As used in this Security and Pledge Agreement, the term,
"Person" means any individual, corportion, partnership, limited
liability company, joint venture, association, joint stock
company, trust, unincorported organization, government or any other agency
or political subdivision thereof, or any other form of entity.

Section 2.Security Interest.

(a)  To secure the full and punctual payment and performance of
any and all present and future Indebtedness of the Debtor to the
Lender or any successor or transferee of the Lender under or
pursuant to the Note, the Debtor hereby pledges, pawns and transfers
to the Lender and grants to the Lender a continuing security interest
in and to all of the following property of the Debtor, whether now
owned or existing or hereafter acquired or arising (collectively the
"Collateral"):

(i)  All of the Debtor's interest in the Lender and all of the
Debtor's right, title and interest in, to, and under the
Operating Agreement (including any amendments, supplements, and renewals,
the "Operating Agreement"), by and between the Debtor and Circus
Circus Louisiana, Inc. ("Circus Louisiana") including, without
limitation, the Debtor's right to receive the value of its share of, or
capital account or interest in, the Lender, whether upon withdrawal or 
other cessation of Debtor's membership in the Lender or the
termination of the Operating Agreement or otherwise, and all
other interests issued by or created in the Lender that the Debtor
acquires or has the right to acquire, from time to time, in any
manner, in substitution for or in addition to any of the
foregoing, and all certificates, agreements and instruments representing or
evidencing all such interests, and all additions to or
replacements for any of the foregoing, and all proceeds, fees, revenues,
distributions, reimbursements, or other amounts payable to the
Debtor and attributable to the Debtor's ownership interest in the
Lender, and together with all rights, powers and privileges of
the Debtor under or with respect to any of the foregoing, including
all rights, powers and privileges of the Debtor as a member of the
Lender, including all voting, management and other rights under
the Operating Agreement;

(ii) All consulting, management, incentive and other fees of any
nature owing or to become owing, to the Debtor by or from the
Lender, or by or from any Affiliate or Affiliates of the Lender,
whether pursuant to management agreements, letter agreements,
partnership agreements or any other source (including, without
limitation, the Operating Agreement, as supplemented or amended
from time to time) and all other proceeds, revenues or other
amounts payable to the Debtor in connection with services or
assets provided to the Lender; provided further that upon the occurrence
of an event that, with the passage of time, would constitute an
Event of Default under the Note, the Lender may suspend all
consulting, management, incentive and other fees of any nature
owing or to become owing to the Debtor, subject to the Lender's
obligation to release immediately to the Debtor any and all such
suspended payments once the Debtor cures or avoids any such
occurrence that, with the passage of time, would constitute an
Event of Default under the Note.

(b)Payments made on the Note by any Person will not discharge or
diminish the obligations and liability of the Debtor under this
Security and Pledge Agreement for any remaining and succeeding
Indebtedness.

Section 3.Delivery of Collateral.  The Lender hereby accepts the
delivery of the Collateral on behalf of itself and on behalf of
any future transferee of the Indebtedness.  The Debtor will execute
and deliver to the Lender all assignments, endorsements, powers and
other documents requested at any time and from time to time by
the Lender with respect to the Collateral and the rights and powers
granted to the Lender hereunder, and will deliver to the Lender
any certificates representing the Collateral from time to time, or
substitutions of any of the Collateral.

Section 4.Representations.  The Debtor has not performed any acts
or signed any agreements which might prevent the Lender from
enforcing any of the terms of this Security and Pledge Agreement
or which would limit the Lender in any such enforcement.  No
security agreement or similar or equivalent document or instrument
covering all or any part of the Collateral has been executed by the Debtor
and remains in effect.  No Collateral is in the possession of any
Person (other than the Debtor) asserting any claim thereto or
security interest therein, except that the Lender or its designee
may have possession of Collateral as contemplated hereby.  The
Debtor further represents and warrants:

(a)The Collateral is owned legally, directly and beneficially and
of record by the Debtor, is not subject to any interest, option
or right of any other Person, and the Collateral constitutes all of
the interest that Debtor owns in the Lender, that being a fifty
percent (50.0%) interest in the Lender;

(b)All of the Debtor's interests in the Collateral have been duly
and validly issued to and are owned by the Debtor, all in
compliance with applicable laws and regulations including,
without limitation, applicable state and federal securities and gaming
laws and regulations; 

(c)Upon delivery of the Collateral to the Lender or an agent for
the Lender, and registration of the pledge in the records of the
Lender, this Security and Pledge Agreement creates and grants a
valid first lien on and perfected security interest in the
Collateral, subject to no prior security interest, lien, charge
or encumbrance or to any agreement purporting to grant to any third
party a security interest in the property or assets of the
Debtor, which include the Collateral;

(d)The Debtor's federal employer identification number is   -    
 ; and

(e)All authorizations, approvals or other actions by, and notices
to and filings with, any governmental authority or other third
party required for the grant by the Debtor of the security
interest in the Collateral and the perfection thereof and the exercise by
the Lender of its rights provided for in this Security and Pledge
Agreement, including, without limitation, the approval of the
Louisiana Riverboat Gaming Commission and the Louisiana State
Police, have been identified to the Lender and have been obtained
and remain in full force and effect.

Section 5.Covenants.  (a) The Debtor hereby covenants that so
long as the Indebtedness shall be outstanding and unpaid, in whole or
in part, the Debtor will not sell, offer to sell, convey or
otherwise transfer or dispose of any of the Collateral or any interest
therein, nor will the Debtor create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance, security interest,
restriction on transfer, right to purchase, option, right of
first refusal or other impediment to title whatsoever with respect to
any of such Collateral other than that created hereby. 

(b)The Debtor warrants and will defend the Lender's right, title
and security interest in and to the Collateral against the claims
of any Person.

Section 6.Voting Rights.  (a)  So long as no Event of Default
shall have occurred under the Note, the Debtor shall have the right,
from time to time, to exercise voting and other consensual rights to
give approvals, ratifications and waivers pertaining to the
Collateral, for any purpose not inconsistent with the terms of,
or causing a default under, this Security and Pledge Agreement and
the Operating Agreement.  

(b)Upon the occurrence of an Event of Default under the Note (but
only after the expiration of any cure period or grace period
applicable thereto), the Lender shall have the right, at Lender's
option, to exercise the voting and other consensual rights to
give approvals, ratifications and waivers and to take any other action
with respect to all or any of the Collateral with the same force
and effect as if the Lender were the absolute and sole owner
thereof, and the Debtor's right to exercise such voting and other
consensual rights shall, at Lender's option, cease and become
vested in the Lender.

Section 7.Remedies upon Default.  (a)  Upon the occurrence of an
Event of Default under the Note, the Lender may exercise all
rights of a secured party under the Louisiana Commercial Laws -- Secured
Transactions (the "UCC") and other applicable law (including the
Uniform Commercial Code, as in effect in any other applicable
jurisdiction) and, in addition, the Lender may, without being
required to give any notice, except as herein provided or as may
be required by mandatory provisions of law (i) transfer the whole or
any part of the Collateral into the name of the Lender or its
nominee, (ii) sell the Collateral or any part thereof at a
broker's board or on a securities exchange, or (iii) sell the Collateral
or any part thereof at public or private sale, for cash, upon credit
or for future delivery, and at such price or prices as the Lender
may deem satisfactory.  The Lender may be the purchaser of any or
all of the Collateral so sold at any public sale (or, if the
Collateral is of a type customarily sold in a recognized market
or is of a type which is the subject of widely distributed standard
price quotations, at any private sale).  The Debtor will execute
and deliver such documents and take such other action as the
Lender deems necessary or advisable in order that any such sale may be
made in compliance with law.  Upon any such sale the Lender shall
have the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold.  Each purchaser at any such sale
shall hold the Collateral so sold to it absolutely free from any
claim or right of whatsoever kind, including any equity or right
of redemption of the Debtor which may be waived, and the Debtor, to
the extent permitted by law, hereby specifically waives all
rights of redemption, stay or appraisal which it has or may have under
any law, now existing or hereafter adopted.  The Debtor agrees that
ten (10) days prior written notice of the time and place of any sale
or other intended disposition of any of the Collateral constitutes
"reasonable notification" within the meaning of Section 9-504(3)
of the UCC, except that shorter or no notice shall be reasonable as
to any Collateral which is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market.

The notice (if any) of such sale shall (1) in the case of a
public sale, state the time and place fixed for such sale, and (2) in
the case of a private sale, state the day after which such sale may
be consummated.  Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places
as the Lender may fix in the notice of such sale.  At any such sale
the Collateral may be sold in one lot as an entirety or in
separate parcels, as the Lender may determine.  The Lender shall not be
obligated to make any such sale pursuant to any such notice.  The
Lender may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for the sale, and such
sale may be made at any time or place to which the same may be so
adjourned.  In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so
sold may be retained by the Lender until the selling price is paid by
the purchaser thereof, but the Lender shall not incur any
liability in case of the failure of such purchaser to take up and pay for
the Collateral so sold and, in case of any such failure, such
Collateral may again be sold upon like notice.

(b)The Lender, instead of exercising the power of sale herein
conferred upon it, may proceed by a suit or suits at law or in
equity to foreclose the security interests and sell the
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.  For the purposes of Louisiana
executory process procedures, the Debtor does hereby acknowledge
the Indebtedness and does hereby confess judgment in favor of the
Lender for the full amount of the Indebtedness.  The Debtor does
by these presents consent, agree and stipulate that upon the
occurrence of an Event of Default under the Note it shall be
lawful for the Lender, and the Debtor does hereby authorize the Lender,
to cause all and singular the Collateral to be seized and sold under
executory or ordinary process, at the Lender's sole option,
without appraisement, appraisement being hereby expressly waived, in one
lot as an entirety or in separate portions or parcels as the
Lender may determine, to the highest bidder, and otherwise exercise the
rights, powers and remedies afforded herein and under applicable
Louisiana law.  Any and all declarations of fact made by
authentic act before a Notary Public in the presence of two witnesses by a
person declaring that such facts lie within his knowledge shall
constitute authentic evidence of such facts for the purpose of
executory process.  The Debtor hereby waives in favor of the
Lender:  (i) the benefit of appraisement as provided in Louisiana
Code of Civil Procedure Articles 2332, 2336, 2723 and 2724, and
all other laws conferring the same; (ii) the demand and three days
delay accorded by Louisiana Code of Civil Procedure Articles 2639
and 2721; (iii) the notice of seizure required by Louisiana Code
of Civil Procedure Articles 2293 and 2721; (iv) the three days delay
provided by Louisiana Code of Civil Procedure Articles 2331 and
2722; and (v) the benefit of the other provisions of Louisiana
Code of Civil Procedure Articles 2331, 2722 and 2723, not specifically
mentioned above.

          (c)  The Debtor recognizes that the Lender may be
unable to effect a public sale of all or part of the Collateral by
reason of certain prohibitions contained in the Securities Act of 1933,
as amended (the "Act"), and applicable state securities laws and
authorizes the Lender to resort to one or more private sales to a
restricted group of bidders and purchasers who will be obligated
to agree, among other things, to acquire all or a part of the
Collateral for their own account, for investment, and not with a
view to the distribution or resale thereof.  If the Lender deems
it advisable to do so for the foregoing or for other reasons, the
Lender is authorized to limit the prospective bidders on or
purchasers of any of the Collateral to such a restricted group of
purchasers and may cause to be placed on certificates or
agreements for any or all of the Collateral a legend to the effect that such
security has not been registered under the Act, and may not be
disposed of in violation of the provision of said Act, and to
impose such other limitations or conditions in connection with
any such sale as the Lender deems necessary or advisable in order to
comply with said Act or any other securities or other laws.  The
Debtor acknowledges and agrees that any private sale so made may
be at prices and on other terms less favorable to the seller than if
such Collateral were sold at public sale and that the Lender has
no obligation to delay the sale of such Collateral for the period of
time necessary to permit the registration of such Collateral for
public sale under any securities laws.  The Debtor agrees that a
private sale or sales made under the foregoing circumstances
shall be deemed to have been made in a commercially reasonable manner. 
If any consent, approval, or authorization of any federal, state,
municipal or other governmental department, agency or authority
should be necessary to effectuate any sale or other disposition
of the Collateral, or any partial sale or other disposition of the
Collateral, the Debtor will execute all applications and other
instruments as may be required in connection with securing any
such consent, approval or authorization and will otherwise use its
best efforts to secure same.  In addition, if the Collateral is
disposed of pursuant to Rule 144 under the Act, the Debtor agrees to
complete and execute a Form 144, or comparable successor form, at
the Lender's request; and the Debtor agrees to provide any
material adverse information in regard to the current and prospective
operations of any company (including, without limitation, the
Lender) an interest in which constitutes all or a portion of the
Collateral of which the Debtor has knowledge and which has not
been publicly disclosed, and the Debtor hereby acknowledges that the
Debtor's failure to provide such information may result in
criminal and/or civil liability.

          (d)  If the Lender shall determine to exercise its
right to sell all or any part of the Collateral and if in the opinion
of counsel to Lender it is advisable to have the Collateral or the
portion thereof to be sold registered under the provisions of the
Act, the Debtor hereby agrees, at its own cost and expense (i) to
effectuate a reorganization of the Lender (the "Reorganized
Company") into the form of entity requested by the Lender or any
underwriter in order to best accomplish a public offering, (ii)
to execute and deliver, and to use its best efforts to cause the
Reorganized Company and its management, the partners or members
of the Reorganized Company and such partners' or members' directors
and officers to execute and deliver, all such instruments and
documents, and to do or cause to be done all other such acts and
things, as may be necessary or, in the opinion of the Lender,
advisable to register the Collateral, or the portion thereof to
be sold, under the provisions of the Act and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to
be furnished, and to make or cause to be made all amendments and
supplements thereto and to the related prospectus which, in the
opinion of the Lender, are necessary or advisable, all in
conformity with the requirements of the Act and the rules and
regulations of the Securities and Exchange Commission applicable
thereto, (iii) to use its best efforts to cause the Reorganized
Company to agree to make, and to make available to its security
holders as soon as practicable, an earnings statement (which need
not be audited) covering a period of at least 12 months,
beginning with the first month after the effective date of any such
registration statement, which earnings statement will satisfy the
provisions of Section 11(a) of the Act, (iv) to use its best
efforts to qualify the Collateral under state Blue Sky or
securities laws and to obtain the approval of any governmental
authorities for the public sale of the Collateral, including all
necessary gaming authorities' approvals, as requested by the
Lender, and (v) at the request of the Lender, to indemnify and
hold harmless the Lender, the holder or holders of the Indebtedness
and any underwriters, including any Person controlling any of the
foregoing, from and against any loss, liability, claim, damage
and expense, including reasonable attorneys' fees incurred in
connection therewith, under the Act or otherwise insofar as such
loss, liability, claim, damage or expense arises out of or is
based upon any actual or alleged untrue statement of a material fact
contained in such registration statement or supplement thereto,
or arises out of or is based upon any omission or alleged omission
to state therein a material fact required to be stated or necessary
to make the statements therein not misleading, such indemnification
to remain operative regardless of any investigation made by or on
behalf of the Lender, the holder or holders of the Indebtedness
or an underwriters, including any Person controlling any of the
foregoing; provided, however, that the Debtor shall not be liable
in any case to the extent that any such loss, liability, claim,
damage or expense arises out of or is based on an untrue
statement or alleged untrue statement or an omission or an alleged omission
made in reliance upon and in conformity with written information
furnished specifically to the Debtor by the Lender, any holder or
holder of the Indebtedness or any underwriter.

          Expenses payable by the Debtor in connection with any
disposition under the provisions above shall include, but shall
not be limited to, all costs of a registration under the Act of any
Collateral or of sale of any Collateral pursuant to any
applicable regulation under the Act, brokers' or underwriters' commissions,
fees or discounts, accounting and legal fees, costs of printing
and other expenses of transfer and sale.  The Debtor agrees to pay to
the Lender on demand following any Event of Default under the
Note and in advance of any such registration, sale or other
realization on the Collateral, such amount which, in the estimation of
counsel to the Lender, will cover all of such costs and expenses
described above, and all other costs and expenses of enforcing the
Indebtedness and of realizing on the Collateral, including
reasonable attorneys' fees and legal expenses.

     Section 8.     Limitation on Duty of Lender.  The security
interests are granted as security only and the execution and
delivery of the Note, this Security and Pledge Agreement, and the
Guaranty shall not, by their terms and conditions, subject the
Lender to, or transfer or in any way affect or modify, any
obligation or liability of the Debtor with respect to any of the
Collateral or any transaction in connection therewith.  The
Debtor shall remain liable under the Operating Agreement to the extent
set forth therein to perform its duties and obligations thereunder to
the same extent as if this Security and Pledge Agreement had not
been executed.  The exercise by the Lender of any of its rights
hereunder shall not release the Debtor from any of its duties or
obligations under the Operating Agreement and the Lender shall
not have any obligation or liability under the Operating Agreement by
reason of this Security and Pledge Agreement, nor shall the
Lender be obligated to perform any of the obligations or duties of the
Debtor under the Operating Agreement. The Lender shall not by
reason of this Security and Pledge Agreement or the exercise of
any remedies hereunder become responsible or liable in any manner or
to any extent for any obligations and liabilities of the Debtor,
whether now existing or hereafter incurred, including, without
limitation, the Indebtedness and any obligations and liabilities
under the Operating Agreement.  The Debtor specifically
understands and agrees that the Lender, solely by reason of having executed
this Security and Pledge Agreement, shall have no responsibility
for (i) collecting or protecting any income, earnings, or
proceeds with regard to the Collateral, (ii) preserving any of the
Debtor's rights against parties to the Collateral or against third
persons, (iii) ascertaining any maturities, calls, conversion rights,
exchanges, offers, tenders or similar matters relating to the
Collateral, or (iv) informing the Debtor about any of these
matters, whether or not the Lender actually has or is deemed to
have knowledge thereof.  Beyond the exercise of reasonable care
in the custody thereof, the Lender shall have no duty as to any
Collateral in its possession or control or in the possession or
control of any agent or bailee or any income thereon.  The Lender
shall be deemed to have exercised reasonable care in the custody
of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which it accords its own
property, and shall not be liable or responsible for any loss or
damage to any of the Collateral, or for any diminution in the
value thereof, by reason of the act or omission of any broker or other
agent or bailee selected by the Lender in good faith.  The Lender
shall be deemed to have exercised reasonable care with respect to
any of the Collateral in its possession if the Lender takes such
action for that purpose as the Debtor shall reasonably request in
writing; but no failure to comply with any such request shall, of
itself, be deemed a failure to exercise reasonable care in the
custody thereof.  The Debtor hereby agrees to indemnify and hold
harmless the Lender and its directors, officers, employees and
agents against any and all claims, actions, liabilities, costs
and expenses of any kind or nature whatsoever (including reasonable
fees and disbursements of counsel) that may be imposed on,
incurred by, or asserted against any of them, in any way relating to or
arising out of this Agreement or any action taken or omitted by
them hereunder (including such obligations and liabilities of the
Debtor), except to the extent that they directly resulted from
the gross negligence or willful misconduct of such Persons.

     Section 9.     Appointment of Agent.  At any time or times,
in order to comply with any legal requirement in any jurisdiction,
the Lender may appoint a bank or trust company or one or more other
Persons with such power and authority as may be necessary for the
effectual operation of the provisions hereof and may be specified
in the instrument of appointment. 

     Section 10.    Expenses.  In the event that the Debtor fails
to comply with any provision in this Security and Pledge
Agreement, such that the value of any Collateral or the validity,
perfection, rank or value of any security interest hereunder is thereby
diminished or potentially diminished or put at risk, the Lender
may, but shall not be required to, effect such compliance on
behalf of the Debtor, and the Debtor shall reimburse the Lender for the
costs thereof on demand.  All insurance expenses and all expenses
of protecting, appraising, and preparing the Collateral for sale,
any and all excise, property, sales, and use taxes imposed by any
federal, state or local authority on any of the Collateral, and
all expenses in respect of the sale or other disposition of the
Collateral shall be borne and paid by the Debtor; and if the
Debtor fails to promptly pay any portion thereof when due, the Lender
may, at its option, but shall not be required to, pay the same and
charge the Debtor's account therefor, and the Debtor agrees to
reimburse the Lender therefor on demand.  All sums so paid or
incurred by the Lender for any of the foregoing and any and all
other sums for which the Debtor may become liable hereunder and
all costs and expenses (including reasonable attorneys' fees, legal
expenses and court costs) incurred by the Lender in enforcing or
protecting any of the rights or remedies under this Security and
Pledge Agreement, together with interest thereon until paid at
the rate equal to the Default Rate (as defined in the Note), shall be
additional Indebtedness and the Debtor agrees to pay all of the
foregoing sums promptly on demand.  The Debtor shall be liable
for all state, federal, local and other taxes on Debtor's income from
the Lender for any and all periods up to and including the date
that Lender or its transferee or other purchaser of the
Collateral is admitted as a member of Lender.

     Section 11.    Intervention by Shareholders of Debtor.  The
Shareholders are all of the shareholders of Debtor and, as such,
will derive and will continue to derive, benefits from the loan
made by the Lender to the Debtor pursuant to the Note.  In
furtherance of Section 6.6 of the Operating Agreement, the
Shareholders agree to intervene in, execute and deliver this
Security and Pledge Agreement and to pledge, deliver and grant to
the Lender a continuing security interest in and to all right,
title and interest the Shareholders, or any of them, has or may
have in and to the Collateral, by virtue of their respective
interests as shareholders of the Debtor.  Accordingly, to secure
the full and punctual payment of the Indebtedness, and all
extensions, increases and renewals thereof, each Shareholder
hereby pledges, pawns and transfers to the Lender and grants to the
Lender a continuing security interest in and to all right, title and
interest that such Shareholder has or may have, directly or
indirectly, whether now existing or hereafter arising, in and to
the Collateral, in his capacity as a shareholder of the Debtor
(and for purposes hereof all references to "Debtor" in Section 2 of
this Security and Pledge Agreement shall be deemed to be references to
"Shareholder," as the context requires); and this pledge by each
Shareholder shall specifically include, without limitation, all
consulting, management, incentive and other fees of any nature
directly or indirectly owing to or to become owing to such
Shareholder from the Lender, or from any Affiliate or Affiliates
of the Lender.  However, the parties hereto acknowledge that this
provision does not and is not intended to create personal
liability on the part of the Shareholders.

     Section 12.    Termination.  Upon the payment in full of the
Indebtedness and the termination of the Note, this Security and
Pledge Agreement shall terminate.  Upon request of the Debtor,
the Lender shall deliver the remaining Collateral (if any) to the
Debtor.  Notwithstanding the foregoing, if at any time, any
payment or part thereof to the Lender with respect to any of the
Indebtedness is rescinded or must otherwise be restored by the
Lender pursuant to any insolvency, bankruptcy, reorganization,
receivership or any other debt relief granted to the Debtor, this
Security and Pledge Agreement and the Debtor's and the
Shareholders' obligations hereunder shall automatically and
retroactively be reinstated and the Debtor and the Shareholders
shall re-deliver the Collateral to the Lender and otherwise
comply with the terms and conditions of this Security and Pledge
Agreement.  In the event that the Lender must rescind or restore
any payment received in total or partial satisfaction of the
Indebtedness, any prior release or discharge from the terms of
this Security and Pledge Agreement and the Debtor's and Shareholders'
obligations hereunder shall automatically and retroactively be
renewed and reinstated and shall remain in full force and effect
to the same degree and extent as if such release or discharge had
never been granted and the Debtor and the Shareholders shall re-
deliver the Collateral to the Lender and otherwise comply with
the terms and conditions of this Security and Pledge Agreement.  It
is the intention of the Debtor, the Shareholders, and the Lender
that the Debtor's and the Shareholders' obligations hereunder shall
not be discharged except by the full and complete payment of the
Indebtedness, and then only to the extent of such payment and
performance.

     Section 13.    Notices.  Any notice or demand which, by
provision of this Security and Pledge Agreement, is required or
permitted to be given or served by the Lender to or on the Debtor
or the Shareholders shall be deemed to have been sufficiently
given and served for all purposes (if mailed) three calendar days after
being deposited, postage prepaid, in the United States mail,
registered or certified mail, or (if delivered by express
courier) one calendar day after being delivered to such courier, or (if
delivered in person) the same day as delivery, in each case
addressed (until another address or addresses are given in
writing by any such party to the Lender) to such parties as follows:


          If to the Debtor:

          American Entertainment Corporation
          8301 West Judge Perez Drive, Suite 300
          Chalmette, Louisiana 70043
          Attn:  William E. Beuck

               
          If to any Shareholder:

          Joseph H. Georgusis
          8301 West Judge Perez Drive, Suite 300
          Chalmette, Louisiana 70043
          
          Any notice or demand which, by any provision of this
Security and Pledge Agreement, is required or permitted to be
given or served by any party to or on the Lender shall be deemed to
have been sufficiently given and served for all purposes (if mailed)
three calendar days after being deposited, postage prepaid, in
the United States mail, registered or certified mail, or (if
delivered by express courier) one calendar day after being delivered to
such courier, or (if delivered in person) the same day as delivery, in
each case addressed (until another address or addresses are given
in writing by the Lender to any such party) to the Lender as
follows:

          American Entertainment, L.L.C.
          c/o Circus Circus Louisiana, Inc.
          2880 Las Vegas Boulevard South
          Las Vegas, Nevada 89109
          Attn: General Counsel

     Section 14.    Amendment.  Neither this Security and Pledge
Agreement nor any provisions hereof may be changed, waived,
discharged or terminated orally or in any manner other than by an
instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.

     Section 15.    Waivers.  No course of dealing on the part of
the Lender, its members, managers, officers, employees,
consultants or agents, nor any failure or delay by the Lender with respect to
exercising any of its rights, powers or privileges under this
Agreement shall operate as a waiver thereof.

     Section 16.    Cumulative Rights.  The rights and remedies
of the Lender under this Security and Pledge Agreement shall be
cumulative, and the exercise or partial exercise of any such
right or remedy shall not preclude the exercise of any other right or
remedy.

     Section 17.    Titles of Sections.  All titles or headings
to sections of this Security and Pledge Agreement are only for the
convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such
sections, such other content being controlling as to the
agreement between the parties hereto.

     Section 18.    Singular and Plural.  Words used herein in
the singular, where the context so permits, shall be deemed to
include the plural and vice versa.  The definitions of words in the
singular herein shall apply to such words when used in the plural
where the context so permits and vice versa.

     Section 19.    Governing Law.  This Security and Pledge
Agreement is a contract made under and shall be construed in
accordance with and governed by the laws of the United States of
America and the State of Louisiana.

     Section 20.    Severability.   The provisions of this
Security and Pledge Agreement are severable.  If any clause or provision
shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such
jurisdiction and shall not in any manner affect such clause or
provision in any other jurisdiction, or any other clause or
provision in this Security and Pledge Agreement in any
jurisdiction.

     Section 21.    Successors and Assigns.  (a)  All covenants
and agreements contained by or on behalf of the Debtor and the
Shareholders in this Security and Pledge Agreement shall bind the
Debtor's and the Shareholders' heirs, executors, administrators,
successors and assigns and shall inure to the benefit of the
Lender and its successors and assigns.  

          (b)  This Security and Pledge Agreement is for the
benefit of the Lender and for such other Person or Persons as may
from time to time become or be the holders of any of the
Indebtedness, and this Security and Pledge Agreement shall be
transferable and negotiable with the same force and effect and to
the same extent as the Indebtedness may be transferable, it being
understood that, upon the transfer or assignment by the Lender of
any of the Indebtedness, the legal holder of such Indebtedness
shall have all of the rights granted to the Lender under this
Security and Pledge Agreement.  

          (c)  The Debtor and the Shareholders specifically agree
that upon any transfer of all or any portion of the Indebtedness,
the Lender may transfer and deliver all or any of the Collateral
to the transferee of such Indebtedness and such Collateral shall
secure any and all of the Indebtedness in favor of such a
transferee, that such transfer of the Collateral shall not affect
the priority and ranking thereof, and that the Collateral shall
secure with retroactive rank the then existing Indebtedness of
the Debtor to the transferee arising thereafter.  After any such
transfer has taken place, the Lender shall be fully discharged
from any and all future liability and responsibility to the Debtor and
the Shareholders with respect to the Collateral and the
transferee thereafter shall be vested with all the powers, rights and duties
with respect to the Collateral.

     Section 22.    Counterparts.  This Security and Pledge
Agreement may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall
be deemed an original, but all of which when taken together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the Debtor, the Shareholders and the
Lender have caused this Security and Pledge Agreement to be duly
executed as of the date first above written.

                             DEBTOR:

                             AMERICAN ENTERTAINMENT CORPORATION


                             By:_______________________________   
        
                             Name:
                             Title:               


                             LENDER:

                             AMERICAN ENTERTAINMENT, L.L.C.


                             By:_______________________________   
        
                             Name:
                             Title:


                             SHAREHOLDERS:


                             _______________________________


                             _______________________________


                             _______________________________


                             _______________________________


STATE OF LOUISIANA                                )
                                                                  
        )
                                                                  
        )  SS:
                                                                  
        )    
PARISH OF                          )

                             
                             BEFORE ME, the undersigned Notary
Public duly commissioned qualified and sworn within and for the
State of Louisiana, personally came and appeared                 
         , to me personally known, and who being by me duly
sworn, did say that he is the authorized representative of New
Orleans/Louisiana Development Corporation whose name is
subscribed to the foregoing Pledge Agreement and that he executed the
foregoing Pledge Agreement by authority of said corporation's
Board of Directors on behalf of said corporation as its free act and
deed.

                             THUS DONE AND SIGNED in the Parish
and State aforesaid, on this ____ day of December, 1993.


WITNESSES:


                                                                 
Name:                                                             

Name:

Name:


                                  
________________________________
                                            NOTARY PUBLIC
                                EXHIBIT H
                           GEORGUSIS GUARANTY
                                     
                            GUARANTY AGREEMENT


     THIS GUARANTY AGREEMENT (this "Guaranty Agreement") dated as
of ____________________, 1994, is made by JOSEPH GEORGUSIS (the
"Guarantor"), in favor of AMERICAN ENTERTAINMENT, L.L.C., a Louisiana limited
liability company (the "Lender"), who agree as follows:


                                 RECITALS


     A.   AMERICAN ENTERTAINMENT CORPORATION (the "Borrower") is
or will be indebted unto the Lender for a loan made or to be made
pursuant to the terms of a certain promissory note dated of even date
herewith (as amended, supplemented, extended, renewed or restated from
time to time, the "Note") by the Borrower, payable to the order of the
Lender, in an aggregate principal amount not to exceed Ten Million
($10,000,000.00) Dollars.  As used in this Guaranty Agreement, the
Documents" means, collectively, any instrument or agreement previously,
simultaneously or hereafter executed and delivered by the Guarantor,
the Borrower, or any other person or entity as evidence of, security
for, guarantee of or in connection with, the Indebtedness (as 
hereinafter defined), including, without limitation, the Note and
the S Pledge Agreement, also dated even date herewith, by the Borrower
n favor of the Lender, as said instruments or agreements may from time
to time be amended, supplemented, extended or restated.  

          B.   The loan to the Borrower, under the Note, will
benefit the Guarantor.

          C.   The Lender has required, as a condition to making
the aforesaid loan, that the Guarantor execute this Guaranty Agreement.

          D.   The parties acknowledge that this Guaranty
Agreement may, in part, be subject to the Louisiana Riverboat Economic
Development and Gaming Control Act, La.R.S. 4:501 et. seq. (the "Riverboat
Gaming Act").  In particular, they acknowledge that the terms
of this Guaranty Agreement and, if necessary, the enforcement of
this Guaranty Agreement, may require certain regulatory approvals pursuant
to the Riverboat Gaming Act.

          NOW, THEREFORE, in order to induce the Lender to make
the loan under the Note to the Borrower, the Guarantor covenants and
agrees with the Lender as follows:

          Section 1.  Guaranty.  The Guarantor hereby absolutely,
unconditionally and irrevocably guarantees to the Lender the full and
punctual payment and performance of all present and future amounts,
liabilities and obligations of the Borrower to the Lender or to
any successor or transferee thereof under or pursuant to the
Note, the Security and Pledge Agreement, this Guaranty Agreement, or
any other Loan Documents, whether said amounts, liabilities or obligations
are liquidated or unliquidated, now existing or hereafter arising, in
principal, interest, deferral and delinquency charges, prepayment
premiums (if any), costs and attorneys' fees, as therein stipulated, and
under and pursuant to all amendments, supplements, renewals and restatements
to any of said documents (collectively, the "Indebtedness").  Payments
made on the Indebtedness will not discharge or diminish the
obligations and liability of the Guarantor under this Guaranty
Agreement for any remaining and succeeding Indebtedness.  The guarantee
provided for in this Guaranty Agreement is an absolute, unconditional,
irrevocable continuing guarantee of payment, not of collectability,
and is in no way conditioned upon or limited by: (a) any attempt
to collect from the Borrower; (b) any attempt to collect from, or the
exercise of any rights and remedies against, any person or entity other
than the Borrower who may at any time, now or hereafter, be
primarily or secondarily liable for any or all of the Indebtedness, and
any other maker, endorser, surety, or guarantor of all or a portion of the
Indebtedness or any person or entity who is now or hereafter a party to
any of the Loan Documents (all of the aforementioned persons in this clause
(b) other than the Borrower being herein sometimes called collectively
the "Obligors" and, individually, an "Obligor"); or (c) any
resort or recourse to or against any security or collateral now or hereafter
pledged, assigned, or granted to the Lender under the provisions of any
instrument or agreement (including, without limitation, the Loan
Documents) or otherwise assigned or conveyed to it.  If the
Borrower fails to pay any of the Indebtedness, when and as the same shall
become due and payable (whether by acceleration, declaration, extension or
otherwise, but only after the expiration of any cure period or grace
period applicable thereto), the Guarantor shall on demand, pay
the same to the Lender in immediately available funds, in lawful money
of the United States of America, at its address specified in or pursuant
to Section 9 of this Guaranty Agreement.

          Section 2.  Solidary Obligation.  The Guarantor hereby
binds and obligates said Guarantor and said Guarantor's heirs, executors,
administrators and assigns in solido with the Borrower and with the other
Obligors for the full and punctual payment and performance of all of the
Indebtedness precisely as if the same had been contracted and were
due and owing by such Guarantor personally.  It is agreed and
understood that the Guarantor shall be bound by all the provisions of
this Guaranty Agreement and for the payment and performance of the
Indebtedness in the same manner as if he were the only person or entity
guarantying the Indebtedness.

          Section 3.  Obligations Absolute.  The indebtedness,
liabilities and obligations of the Guarantor under this Guaranty Agreement
are primary, solidary obligations of the Guarantor, are continuing,
irrevocable, absolute, and unconditional, shall not be subject to
any counterclaim, recoupment, set-off, reduction, or defense
based upon any claim that the Guarantor may have against the Borrower or
any of the Obligors, are independent of any other guaranty or guaranties
at any time in effect with respect to all or any part of the
Indebtedness, and may be enforced regardless of the existence of
such other guaranty or guaranties.  The indebtedness, liabilities and
obligations of Guarantor under this Guaranty Agreement shall not be
affected, impaired, lessened, modified, waived or released by the
invalidity or unenforceability of any or all of the Loan
Documents or by the death of or bankruptcy, reorganization, dissolution,
liquidation or similar proceedings affecting the Borrower or one or more
of the other Obligors or the sale or other disposition of all or
substantially all of the assets of any of the foregoing.  The
Guarantor hereby solidarily consents that at any time and from time to time,
the Lender may, without in any manner affecting, impairing, lessening,
modifying, waiving or releasing any or all of the indebtedness, liabilities
and obligations of the Guarantor under this Guaranty Agreement, and
whether or not any of the following actions shall modify or
affect the rights of the Guarantor as to subrogation, reimbursement or
indemnity against any other parties (including the other
Obligors), do any one or more of the following, all without
notice to, or further consent of, the Guarantor:

               (a)  renew, extend or otherwise change the time or
terms for payment of the principal of, or interest on, any of the
Indebtedness or any renewals or extensions thereof;

               (b)  extend or change the time or terms for
performance of any other obligations, covenants or agreements under the Loan
Documents of the Borrower or any of the Obligors; 

               (c)  amend, compromise, release, terminate, waive,
surrender, or otherwise deal with in any manner satisfactory to the Lender:

                    (i)    any or all of the provisions of any or
all of the Loan
                    Documents,

                    (ii)   any or all of the Indebtedness,

                    (iii)  any or all of the indebtedness,
liabilities and obligations of the Borrower, or one or more or all of the
other Obligors under the Note or under any and all Loan Documents
(without remission of any part of the Indebtedness) or
any or all property or other security given at any time as
collateral by the Borrower or any other Obligor, without affecting,
impairing, lessening or releasing any or all of the indebtedness,
liabilities and obligations of Guarantor under this Guaranty
Agreement or under any and all of the Loan Documents to
which Guarantor is a party, and

                    (iv)   any or all of the Obligors; and

               (d)  sell, assign, collect, substitute, exchange
or release any or all property or other security now or hereafter serving
as collateral for any or all of theIndebtedness or under any or all of the
Loan Documents;

               (e)  receive additional property or other security
as collateral for any or all of the Indebtedness or under any or all of
the Loan Documents;

               (f)  fail or delay to enforce, assert or exercise
any right, power, privilege or remedy conferred upon the Lender under the
provisions of any of the Loan Documents or under applicable laws;

               (g)  grant consents or indulgences or take action
or omit to take action under, or in respect of, any or all of the Loan
Documents; and

               (h) apply any payment received by the Lender of,
or on account of, any of the Indebtedness from the Borrower, from any
of the Obligors or from any source other than the Guarantor to the
Indebtedness only in the order of priority established under the
Note, and any payment received by the Lender from the Guarantor
for or on account of this Guaranty Agreement may  only be applied by
the Lender to any of the Indebtedness in the order of priority established
under the Note.

          Section 4.  Waiver by Guarantor.  Guarantor
unconditionally waives, except as required by the terms and conditions
of the Note: (a) notice of the execution and delivery of
the Loan Documents; (b) notice of the Lender's acceptance of and
reliance on this Guaranty Agreement or of the creation of any of the
Indebtedness; (c) presentment, demand, dishonor,protest, notice of
non-payment and notice of dishonor of the Indebtedness, the Loan Documents,
and any property or other security serving at any time as collateral under
the Loan Documents; (d) notice of transfer or assignment of the
Indebtedness and this Guaranty Agreement; and (e) all notices required by
statute or otherwise to preserve any rights against the Guarantor hereunder
or under any of the Loan Documents, including, without limitation,
any demand, proof, or notice of non-payment of any of the Indebtedness
by the Borrower or any of the Obligors and notice of any failure or default
on the part of the Borrower or any of the Obligors to perform or comply with
any term of any of the Loan Documents to which the Borrower or any of the
Obligors is a party.

          Section 5.  Representations and Warranties.  Guarantor
represents and warrants to the Lender that (a) the execution and delivery of
this Guaranty Agreement or of any of the Loan Documents to which such
Guarantor is a party will not result in any violation of, or be in conflict
with, or constitute a default under any mortgage, indenture, deed of trust,
security agreement, lease, contract, agreement, instrument, obligation,
judgment, decree, order, statute, regulation, or rule applicable
to such Guarantor, (b) this Guaranty Agreement and any of the Loan
Documents to which such Guarantor is or may be a party are valid,
enforceable, and binding upon such Guarantor in accordance with their
respective terms, conditions, and provisions, and (c) such
Guarantor has examined or has had an opportunity to examine each of the
Loan Documents executed and delivered prior to or on the date hereof.

          Section 6.  Subrogation.  Until such time as the
Indebtedness has been paid and performed in full and the provisions of this
Guaranty Agreement are no longer in effect, Guarantor shall not exercise
any right to subrogation, reimbursement or contribution against the Borrower
or another Obligor resulting from the payment of Indebtedness nor any right
to subrogation, reimbursement and indemnity against any property or
other security serving at any time as collateral for any or all of the
Indebtedness under any of the Loan Documents resulting from the payment of
Indebtedness, all of which rights of subrogation, reimbursement, contribution
and indemnity the Guarantor solidarily subordinates to the full and punctual
payment and performance of the Indebtedness.  Notwithstanding any provision
of this Guaranty Agreement to the contrary, if Guarantor is or
becomes at any time an "insider" as defined from time to time in the Federal
Bankruptcy Code with respect to the Borrower or any Obligor or any affiliates
thereof, then Guarantor irrevocably and unconditionally agrees not to seek
or obtain, and shall have no rights of, subrogation, reimbursement,
contribution, indemnification or any similar rights against the Borrower
and/or any such Obligor or any affiliates thereof with respect to
this Guaranty Agreement, whether such rights arise by an express or implied
contract or by operation of law, until the thirteenth (13th) month
anniversary date following the full payment and performance of the
Indebtedness, it being the intention of the parties that the Guarantor shall
not be deemed to be a "creditor" as defined in the Federal Bankruptcy Code
of the Borrower or any such Obligor or any affiliates thereof by reason of
the existence of this Guaranty Agreement in the event that the Borrower or
any such Obligor or any affiliate thereof becomes a debtor in any
proceeding under the Federal Bankruptcy Code.  The Guarantor
agrees not to execute any indemnity, contribution or other agreement of any
kind which establishes in favor of the Borrower or any such Obligor or
affiliates thereof any rights waived by the preceding sentence so long as any
of the Indebtedness remains outstanding or thereafter until the 13th-
month anniversary date following the full payment and performance
of the Indebtedness.

          Section 7.  Subordination.  In the event that Guarantor
should for any reason advance or lend monies to the Borrower, whether or not
such funds are used by the Borrower to make a payment of the Indebtedness,
Guarantor hereby agrees that any and all rights that such Guarantor may have
or acquire to collect from or to be reimbursed by the Borrower (or from or by
any other Obligor of the Indebtedness), shall in all respects, whether or not
the Borrower presently is or subsequently becomes insolvent, be subordinate
to the rights of the Lender to collect and enforce the payment
and performance of the Indebtedness, until such time as the Indebtedness has
been fully paid and performed and the provisions of this Guaranty Agreement
are no longer in effect.

          Section 8.  Financials.  Guarantor will furnish to the
Lender, at such time as the Lender specifies, such financial statements
and other information concerning the financial condition of Guarantor as the
Lender may require.  

          Section 9.  Remedies.  Upon the failure in the payment
or performance of any of the Indebtedness when due (whether by acceleration or
otherwise, but only after the expiration of any cure period or grace period
applicable thereto) the Lender may institute a judicial proceeding for the
collection of the sums or the performance of the Indebtedness so due and
unpaid or unperformed, and may prosecute such proceeding to judgment for final
decree, and may enforce the same against the Guarantor and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of such Guarantor, wherever situated.  In the event of such a
failure, the Lender shall have the right to proceed first and directly
against the Guarantor under this Guaranty Agreement without proceeding
against the Borrower or any other person or entity (including other Obligors),
without exhausting any other remedies which it may have and without
resorting to any other security held by the Lender.

          Section 10.  Enforcement Expenses.  The Guarantor
agrees to indemnify and hold harmless the Lender against any loss, liability,
or expense, including reasonable attorneys' fees and disbursements and any 
other fees and disbursements, that may result from any failure of the
Borrower to pay any of the Indebtedness when and as due and payable or
that may be incurred by or on behalf of the Lender in enforcing
any obligation of the Borrower to pay any of the Indebtedness.  The Guarantor
also agrees to indemnify and hold harmless the Lender against any expense,
including reasonable attorneys' fees and disbursements and other fees and
disbursements that may be incurred by or on behalf of the Lender in enforcing
any obligation or liability of the Guarantor hereunder.

          Section 11.  Notices.  Any notice or demand which, by
provision of this Guaranty Agreement, is required or permitted to be given or
served by the Lender to or on Guarantor shall be deemed to have been
sufficiently given and served for all purposes (if mailed) three calendar
days after being deposited, postage prepaid, in the United States Mail,
registered or certified mail, or (if delivered by express
courier) one business day after being delivered to such courier, or (if
delivered in person) the same day as delivery, in each case
addressed (until another address or addresses is given in writing
by such Guarantor to the Lender) as follows:

          Mr. Joseph H. Georgusis          
          8301 West Judge Perez Drive, Suite 300
          Chalmette, Louisiana 70043

          Any notice or demand which, by any provision of this
Guaranty Agreement, is required or permitted to be given or served by the
Guarantor to or on the Lender shall be deemed to have been sufficiently given
and served for all purposes (if mailed) three calendar days after being
deposited, postage prepaid, in the United States Mail, registered or certified
mail, or (if delivered by express courier) one business day after
being delivered to such courier, or (if delivered in person) the same day as
delivery, in each case addressed (until another address or addresses are
given in writing by the Lender to such Guarantor) as follows:

          American Entertainment, L.L.C.
          c/o Circus Circus Louisiana Inc.
          2880 Las Vegas Boulevard South
          Las Vegas, Nevada 89109
          Attn: General Counsel

          Section 12.  Amendment.  Neither this Guaranty
Agreement nor any provisions hereof may be changed, waived, discharged or
terminated orally or in any manner other than by an instrument in writing
signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought.

          Section 13.  Waivers.  No course of dealing on the part
of the Lender, its officers, employees, consultants or agents, nor any
failure or delay by the Lender with respect to exercising any of its rights,
powers or privileges under this Guaranty Agreement shall operate as a waiver
thereof. 

          Section 14.  Cumulative Rights.  The rights and remedies of the
Lender under this Guaranty Agreement and the Loan Documents cumulative, and
the exercise or partial exercise of any such right or remedy shall not
preclude the exercise of any other right or remedy. 

          Section 15.  Titles of Articles, Sections and Subsections.  All
titles or headings to articles, sections, subsections or other divisions of
this Guaranty Agreement are only for the convenience of the parties and shall
not be construed to have any effect or meaning with respect to the other
content of such articles, sections,subsections or other divisions, such
other content being controlling as to the agreement between the parties hereto. 

          Section 16.  Singular and Plural.  Words used herein in
the singular, where the context so permits, shall be deemed to include
the plural and vice versa.  The definitions of words in the singular herein
shall apply to such words when used in the plural where the context so
permits and vice versa. 

          Section 17.  Governing Law.  This Guaranty Agreement is
a contract made under and shall be construed in accordance with and
governed by the laws of the United States of America and the State of
Louisiana. 

          Section 18.  Termination.  Upon full and final payment
and performance of the Indebtedness and the termination of the Note,
this Guaranty Agreement shall terminate.  Notwithstanding the foregoing,
if at any time, any payment or part thereof to the Lender with respect
to any of the Indebtedness is rescinded or must otherwise be restored by the
Lender pursuant to any insolvency, bankruptcy, reorganization,
receivership or any other debt relief granted to the Borrower or to any
other Obligor, this Guaranty Agreement and the Guarantor's indebtedness,
liabilities and obligations hereunder shall automatically and
retroactively be reinstated.  In the event that the Lender must
rescind or restore any payment received in total or partial satisfaction
of the Indebtedness, any prior release or discharge from the terms of this
Guaranty Agreement and the Guarantor's indebtedness, liabilities and
obligations hereunder shall automatically and retroactively be
renewed and reinstated and shall remain in full force and effect to the
same degree and extent as if such release or discharge had never been
granted.  It is the intention of the Guarantor, the Borrower and the
Lender that the Guarantor's indebtedness, liabilities and
obligations hereunder shall not be discharged except by the full and
complete payment and performance of such Indebtedness, and then only to
the extent of such payment and performance.

          Section 19.  Successors and Assigns.
          (a) All covenants and agreements contained by or on behalf of
the Guarantor in this Guaranty Agreement shall bind Guarantor's heirs,
administrators, executors, successors and assigns and shall inure to the
benefit of the Lender and its successors and assigns.

          (b)  This Guaranty Agreement is for the benefit of the
Lender and for such other person or persons as may from time to time
become or be the holders of any of the Indebtedness, and, subject to
the limitations provided in (c) below, this Guaranty Agreement
shall be transferrable and negotiable, with the same force and
effect and to the same extent as the Indebtedness may be transferrable,
it being understood that, upon the transfer or assignment by the Lender
of any of the Indebtedness, the legal holder of such Indebtedness
shall have all of the rights granted to the Lender under this
Guaranty Agreement.

          (c)  The Guarantor hereby recognizes and agrees that
the Lender may, from time to time, one or more times, transfer all or any
portion of the Indebtedness to one or more third parties.  Such transfers
may include, but are not limited to, sales of participation interests in
such Indebtedness in favor of one or more third party lenders.  Upon any
transfer of all or any portion of the Indebtedness, the Lender may, upon
Guarantor's written consent, transfer and deliver any or all of its rights
under this Guaranty Agreement to the transferee of such Indebtedness, and
after any such transfer has taken place, the transferee thereafter shall be
vested with all the powers, rights and duties with respect hereto.  However,
the Guarantor further agrees that the Lender may, without Guarantor's
consent, transfer and deliver any or all of its rights under this Guaranty
Agreement to Circus Circus Enterprises, Inc. or Circus Circus Louisiana, Inc.

          Section 20.  Counterparts.  This Guaranty Agreement may
be executed in two or more counterparts, and it shall not be necessary that
the signatures of all parties hereto be contained on any one counterpart
hereof; each counterpart shall be deemed an original, but all of which
together shall constitute one and the same instrument. 


          IN WITNESS WHEREOF, the Guarantor has caused this
Guaranty Agreement to be duly executed as of the date first written above.

                                   Guarantor



                                                                 
                                   Joseph H. Georgusis

Accepted by:

Lender


____________________________
American Entertainment L.L.C.
                                                               



                           OPERATING AGREEMENT
                                   OF
      AMERICAN ENTERTAINMENT, L.L.C., A LOUISIANA
LIMITED-LIABILITY
                                 COMPANY
                                    
                                     

EX-4

                                              EXHIBIT 13


Incorporated portions of the Company's Annual Report to
Stockholders for the year ended January 31, 1994.  Following are
the incorporated pages.

Financial Policy

The cornerstone of Circus' financial policy is cash flow.  Over
the past five years, the Company has generated steady and
reliable operating cash flow of $1.2 billion.  This ranks the
Company as the highest operating cash flow generator per total
investment among all major publicly traded gaming companies.

     The steady cash flow allows the Company to advantageously
employ debt in its capital structure, creating financial leverage
and reducing its cost of capital.  Since interest expense is tax
deductible, the after-tax cost of debt is less than the cost of
equity.  In assessing the degree of financial leverage to safely
employ, Circus looks at operating cash flow compared to total
debt service.  In fiscal 1994, the Company's operating cash flow
of $276 million covered debt service by nearly eight times, the
highest coverage ratio of any  major public gaming company.

     We also measure our debt against total capital (long-term
debt plus equity) on a market value basis.  At January 31, 1994,
the market value of our long-term debt was $595 million, while
the market value of our equity was $3.2 billion, resulting in a
debt to total capital ratio of approximately 16%.  This leaves
the Company well-positioned with plenty of investment capacity in
reserve.

     This strong, dependable cash flow, combined with our
borrowing capacity, also keys our future growth, enabling us to
react swiftly to new gaming opportunities as they arise without
being dependent upon other funding sources.

     The Company's strong cash flows result in rapid growth in
equity.  In order to maintain an efficient capital structure,
Circus occasionally repurchases its shares.  Conditions in the
financial markets as well as specific opportunities influence the
type, size and timing of share repurchase.  The Company looks for
opportunities to buy back shares when their trading value is
below our estimate of their intrinsic value.  Intrinsic value is
based on our forecasted future cash flows, discounted to present
value using our blended cost of capital as the discount factor. 
It is Circus' belief, supported by recent academic research, that
well-conceived share repurchase is a contributor to higher share
prices.

Free Cash Flow Analysis

Year Ended January 31,         1994     1993     1992     1991     1990   
(in thousands)
Income from Operations*       $217,567 $205,482 $200,391 $169,653 $138,990
Add Non-cash Expenses:
  Depreciation and Amortization 58,965   48,182   48,870   42,395   32,865
  Other                            (65)     (65)     (65)     (65)     (65)
Cash Generated from Operations
 Before Income Tax             276,467  253,599  249,196  211,983  171,790
Cash Income Taxes              (56,023) (43,602) (31,452) (36,566) (33,778)
Interest, Dividends and
 Other Income (Loss)              (683)     820      245     (570)   1,030
Proceeds from Disposal
 of Assets                         685    4,510      527      663    5,632
Other                                -        -        -        -      307 
Cash Available for Repayment
 of Debt and Reinvestment      220,446  215,327  218,516  175,510  144,981
Scheduled Principal and 
 Interest Payments             (35,388) (30,939) (44,168) (51,056) (36,765)
Ordinary Capital Expenditures  (33,182) (24,085) (24,110) (19,450) (19,659)
Free Cash Flow                $151,876 $160,303 $150,238 $105,004 $ 88,557

*Before one-time charge in fiscal 1994 for Luxor and Grand Slam Canyon
preopening expenses of $16,506 and in fiscal 1991 for Excalibur preopening
expenses of $11,177.

                                       -26-

Targets

In implementing the Company's financial policies, several targets
are used as benchmarks to assist in evaluating the effectiveness
of our financial policy -- return on invested capital, return on
equity, growth in earnings per share and operating profit margins
are among the more commonly used.  Most significant of these
benchmarks in shaping our expansion philosophy is our expected
return on invested capital.

Return on Invested Capital (ROIC) -- As the most cash-oriented
measure of return, Circus looks at return on invested capital. 
The Company aims for a range of 15% to 20%, usually achieving
results toward the high end.  Over the past five years, our
average ROIC has been over 21%, which is the highest among major 
publicly traded gaming companies.  If we compare ROIC to our cost
of capital, the difference, or "spread," equates to the economic
value that we create.  We estimate our current cost of capital
(blended cost of debt and equity) to be approximately 12%.  As
Circus invests in new projects that generate this attractive
spread, we drive growth in economic profits and build shareholder
wealth.

Return on Equity (ROE) -- We expect to earn a rate of return on
equity that exceeds 20%.  A high ROE generally reflects an
ability to achieve superior operating results.  In our case, a
policy of using financial leverage further heightens ROE.  Since
going public the Company has achieved an annual average ROE of
30%. 

Earnings per Share (EPS) -- Circus strives for an average annual
increase in earnings per share of 15%-20%.  Since going public,
the Company's average annual growth rate in EPS has been 21%
(before non-recurring items).  Given the cash-oriented nature of
our business, this growth in EPS has historically paralleled our
growth in cash flow.  Gaming involves very little working capital
or non-cash earnings adjustments.  Our ability to reach this
target is dependent upon several factors, including our ability
to develop new projects, obtain increases in earnings from
existing properties and the general state of the economy.

Operating Profit Margin -- Operating margins indicate
profitability, demonstrating our ability to balance growth and
profit.  Circus consistently generates among the highest
operating margins in its industry.  

Return on Invested Capital

Year Ended January 31,         1994     1993     1992     1991     1990   
(In thousands)
Net Income Before      
 Non-Recurring Items*         $130,633 $120,983 $103,348 $ 83,669 $ 75,064
Income Tax Expense              66,419   62,330   53,656   39,566   38,138
Interest Expense                17,770   22,989   43,632   42,048   26,818 
                               214,822  206,302  200,636  165,283  140,020
Cash Income Taxes              (56,023) (43,602) (31,452) (36,566) (33,778)
Total Return as Defined     $  158,799 $162,700 $169,184 $128,717 $106,242

Total Assets                $1,297,924 $950,458 $783,071 $792,479 $675,038
Construction in Progress       (19,855)(179,757)  (5,179) (43,488)(183,174)
Current Liabilities            (92,061) (87,494) (59,498) (61,456) (62,074)
Total Invested Capital
 as Defined                 $1,186,008 $683,207 $718,394 $687,535 $429,790
Average Invested Capital    $  934,608 $700,801 $702,965 $558,663 $451,399
Return on Average
 Invested Capital               16.99%   23.22%   24.07%   23.04%   23.54%

*Before extraordinary items and one-time charge in fiscal 1994 for Luxor and
Grand Slam Canyon preopening expenses of $16,506 and in fiscal 1991 for
Excalibur preopening expenses of $11,177.  Earnings per share for fiscal 1994
also excludes additional income taxes of $3,715 as a result of the increased
corporate tax rate mandated by the Revenue Reconciliation Act of 1993.


                                       -27-

Results of Operations

On the same basis from operations (before non-recurring items),
earnings per share for the year ended January 31, 1994 were $1.50
versus $1.41 in the prior year - an increase of 6% despite an
increase of 1.1 million average shares outstanding.  This
increase in earnings per share was due primarily to the opening
of Luxor and lower interest expense, which resulted from higher
capitalized interest on Luxor and Grand Slam Canyon. In the third
quarter, the Company wrote off preopening expenses associated
with Luxor Hotel and Casino (which opened October 15, 1993) and
Grand Slam Canyon Adventuredome (which  opened August 23, 1993). 
These preopening expenses were approximately $16.5 million on a
pre-tax basis, amounting to $.12 per share on an after-tax basis. 
The Company also recorded approximately $3.7 million, or $.04 per
share, of additional income taxes during the year as a result of
the increased corporate tax rate mandated by the Revenue
Reconciliation Act of 1993.  Including the effect of these non-
recurring items for fiscal 1994 and an extraordinary loss of $3.7
million, or $.04 per share, related to the Company's early
retirement of its 10-1/8% Senior Subordinated Notes in April
1992, earnings per share for the year ended January 31, 1994 were
$1.34 versus $1.37 for the prior year.

     For the year ended January 31, 1993, earnings per share rose
15% on the same basis from operations.  The increase in earnings
per share was derived primarily from lower interest expense,
which was due to lower average debt outstanding, capitalized
interest, and the retirement of the 10-1/8% Senior Subordinated
Notes.

Revenues

For the year ended January 31, 1994, revenues increased $111.9
million, or 13%, versus the prior year.  The three and one-half
months of operations of Luxor drove the growth in revenues.

     Occupancy rates at our six hotels were, as usual, in the
range of 95-100%.  In general, the Company's policy of offering
moderately priced rooms, multiple entertainment attractions and
low-priced food on an everyday basis, attracts a high level of
occupancy along with substantial walk-in traffic.

     In fiscal 1993, revenues increased $37.0 million, or 5%,
versus the prior year, reflecting modest increases at all of the
Company's major properties.
     
Income from Operations

Income from operations increased $12.1 million, or 6%, excluding
the one-time write-off of preopening expenses from Luxor and
Grand Slam Canyon.  Income from operations, after deducting
preopening expenses, decreased $4.4 million, or 2%, for the year
ended January 31, 1994 compared with the previous year.  The
growth in income from operations before preopening expenses was
the result of the opening of Luxor in October 1993 offset by
approximately $4.2 million of costs incurred pursuant to the
development of new gaming projects and a modest decline in
operating income at Circus Circus-Las Vegas.  The decline in
income from operations before preopening expenses at Circus
Circus-Las Vegas was due primarily to a 21% increase in employee
health and welfare costs, reflecting higher health care costs and
higher claims experience, and a 37% increase in depreciation
expense, stemming from the addition of Grand Slam Canyon in
August 1993 and the refurbishment of 810 rooms at the Circus
Circus Manor during the prior year.  

     The composite operating margin of 22.8% (prior to the write-
off of preopening expenses) compares to last year's 24.4%.  The
decline was attributable to the reasons discussed above.  

Income from operations rose $5.1 million, or 3%, in fiscal 1993. 
The increase came primarily from the Company's Laughlin
properties, most notably the Edgewater which continued to benefit
from the new hotel tower and related remodeling completed in
February 1991.

                                   -28-

Depreciation and Amortization Expense

For the year ended January 31, 1994, depreciation and
amortization expense increased $10.8 million over the prior year
due primarily to the addition of Luxor and Grand Slam Canyon.  In
fiscal 1993, depreciation and amortization expense was
essentially even with the prior year.

Interest Expense

Interest expense for the year ended January 31, 1994 was $17.8
million, down from $23.0 million in the prior year.  The $5.2
million decrease is due primarily to the net effect of increased
capitalized interest offset by higher average debt outstanding
and a higher average interest rate due to issuing $300 million of
Senior Subordinated Notes (See Capitalization, Capital Spending
and Liquidity).  Capitalized interest for the year was $18.5
million compared with $8.0 million for fiscal 1993, reflecting
the completion of the construction of Luxor and Grand Slam
Canyon.

     In fiscal 1993, interest expense was $23.0 million, down
substantially from fiscal 1992's $43.6 million.  The decrease was
due primarily to lower average outstanding debt, the effect of
capitalized interest related to the construction of Luxor and
Grand Slam Canyon, and the retirement of the Company's 10-1/8%
Senior Subordinated Notes in April 1992 (using significantly
cheaper borrowings under the Company's bank lines).

Taxes

For the year ended January 31, 1994, the difference between the
Company's effective tax rate of 36.4% and the Federal statutory
rate of 35.0% was due primarily to the adjustment of the deferred
tax balance to reflect the new statutory rate mandated by the
Revenue Reconciliation Act of 1993.  There were no significant
differences between the Federal statutory tax rate and the
Company's effective rate for the years ended January 31, 1993 and
1992.

Capitalization, Capital Spending and Liquidity

For the year ended January 31, 1994, the Company's pretax cash
flow from operations (before preopening expenses) was $276
million, compared to $254 million in fiscal 1993 and $249 million
in fiscal 1992.  In fiscal 1994, as well as fiscal 1993, the
Company's cash flow was used primarily to fund construction of
Luxor and Grand Slam Canyon. 

     Capital expenditures for the year ended January 31, 1994
were $382 million, compared with $209 million in fiscal 1993 and
$27 million in fiscal 1992.  The majority of expenditures in the
past year related to the construction of Luxor ($254 million) and
Grand Slam Canyon ($62 million).  In fiscal 1993, Luxor ($149
million) and Grand Slam Canyon ($30 million) also accounted for
the bulk of the capital expenditures.

     With the completion of Luxor, the Company operates three
major hotels/casinos on the Las Vegas Strip.  In addition to
Luxor, the Las Vegas market now includes two other major new
facilities, Mirage's Treasure Island and the MGM Grand Hotel and
Theme Park, both of which opened in late 1993.  It is the
Company's belief that these new resorts will stimulate
significant new demand in the Las Vegas market to absorb the new
capacity.  The new themed resorts should complement not only each
other, but also existing resorts such as Excalibur.  It is
apparent that a significant portion of the focus in Las Vegas has
shifted toward the south end of the Strip.  In response to this
potential migration of traffic, the Company opened Grand Slam
Canyon Adventuredome in August 1993, at a cost of $92 million, to
help protect its market share at Circus Circus-Las Vegas.  The
Company is adding a variety of attractions in a two-phased
expansion program (at a cost of approximately $10 million for the
first phase) which should significantly enhance the long-term
prospects for Grand Slam Canyon.

                                   -29-

     In July 1993, the Company issued $150 million principal
amount of 6-3/4% Senior Subordinated Notes due 2003.  The notes
were priced at 99.89%.  Also in July, the Company issued, at par,
$150 million principal amount of 7-5/8% Senior Subordinated
Debentures due 2013.  The net proceeds of these offerings were
used to retire amounts outstanding under the Company's corporate
debt program.  The purpose of these transactions was to position
the Company for long-term growth by securing additional long-term
capital at attractive fixed interest rates.  On September 30,
1993, the Company signed a $750 million unsecured bank credit
agreement with its bank group.  This facility replaces the
Company's previous $350 million and $200 million reducing
revolvers (see Note 3 of Notes to Consolidated Financial
Statements).  As of January 31, 1994, Circus had $583 million
undrawn and immediately available under the new credit line.

     The Company has announced several new projects, still
primarily in the developmental stages, each of which is subject
to various regulatory and other approvals.

     On December 3, 1993, the Ministry of Consumer and Commercial
Relations in Ontario, Canada chose Windsor Casino Limited to
exclusively design, build and operate a casino complex in
Windsor, Ontario, Canada.  Windsor Casino Limited is a joint
venture composed equally of Circus Circus Enterprises, Inc.,
Caesars World, Inc. and Hilton Hotels Corporation.  The complex
will offer casino, showroom and meeting facilities as well as a
300-room hotel.  The Company's estimated equity contribution to
Windsor Casino Limited for the funding of the permanent casino is
approximately $20-$30 million.  The permanent casino is expected 
to open in 1996.  The Company will also be required to fund
approximately $15-$20 million for the completion of a temporary
casino.  

     The Company is developing a riverboat casino in Tunica
County, Mississippi, approximately 20 miles from the Memphis,
Tennessee airport.  Construction of this project began in late
1993 and it is slated to open by fall 1994.  The estimated cost
is approximately $80 million, including land, capitalized
interest and preopening expenses.  As of January 31, 1994, the
costs incurred for this project were approximately $7.9 million.

     The Company has entered into a 50/50 joint venture with
American Entertainment Corporation to develop and operate a
riverboat gaming facility in Chalmette, Louisiana, 20 minutes
east of the New Orleans central business district.  Opening of
this project is scheduled for late 1994.  The cost and specifics
of the design and funding of this project have yet to be
determined.

     The Company has also entered into a 50/50 joint venture with
Eldorado Hotel/Casino, a privately held company, to develop and
operate a hotel/casino in downtown Reno, Nevada.  The project is
to be located on a site adjacent to both Circus Circus-Reno and
the Eldorado.  Ground breaking occurred in late 1993, with
completion expected in mid-1995.  Of the estimated cost of $300
million, including land, capitalized interest and preopening
costs, the venturers are expected to fund 30% in equity.  In
addition, the Company is obligated under the joint venture 
agreement to provide financing, either directly or indirectly,
for the remaining project costs.

     Circus, in partnership with Consolidated Press Holdings
Limited and Nine Network Australia Limited, is one of two
finalists for a proposed exclusive casino license in Sydney, New
South Wales, Australia.  The winning bid is expected to be
selected sometime in early May 1994.  Specific details of the
cost and financing for this project are not yet available.

     The Company believes that it has sufficient capital
resources through its existing and contingent bank arrangements
and its operating cash flows to meet all of its existing cash
obligations, strategically repurchase shares and fund its
commitments on each of the above discussed projects.  The Company
anticipates that additional funds could, however, be raised
through debt or equity markets, if necessary.


                                   -30-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS   


January 31, (In thousands, except share data)                  1994      1993

ASSETS
Current assets
  Cash and cash equivalents                                 $39,110   $43,415 
  Receivables                                                 8,673     3,977 
  Inventories                                                20,057    16,565 
  Prepaid expenses                                           20,062    14,478 
     Total current assets                                    87,902    78,435 

Property, equipment and leasehold interests, at cost, net 1,183,164   851,463

Other assets
  Excess of purchase price over fair
    market value of net assets acquired, net                 10,200    10,563 
  Deferred charges and other assets                          16,658     9,997 
     Total other assets                                      26,858    20,560 

     Total assets                                        $1,297,924  $950,458 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt                            $169      $154 
  Accounts and contracts payable -- 
    Trade                                                    14,804    11,473 
    Construction                                             13,844    27,762
   Accrued liabilities --
    Salaries, wages and vacations                            19,650    16,097 
    Progressive jackpots                                      4,881     4,827
    Advance room deposits                                     6,981     4,012  
    Other                                                    25,648    20,363 
  Interest payable                                            2,278     2,098 
  Income tax payable                                          3,806       708
     Total current liabilities                               92,061    87,494 

Long-term debt                                              567,345   308,092 

Other liabilities 
  Deferred income tax                                        77,153    64,123 
  Other long-term liabilities                                 1,415       740 
     Total other liabilities                                 78,568    64,863 

     Total liabilities                                      737,974   460,449 

Commitments and contingent liabilities

Stockholders' equity 
  Common stock $.01-2/3 par value
    Authorized -- 450,000,000 shares
    Issued -- 96,168,769 and 95,914,143 shares                1,603     1,599 
  Preferred stock $.01 par value
    Authorized -- 75,000,000 shares                              --        --
  Additional paid-in capital                                120,135   111,516 
  Retained earnings                                         618,446   502,257 
  Treasury stock (10,062,814 and 8,663,214 shares), at cost(180,234) (125,363)

     Total stockholders' equity                             559,950   490,009 

     Total liabilities and stockholders' equity          $1,297,924  $950,458 

The accompanying notes are an integral part of these consolidated financial
statements.
                                  -31-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


Year Ended January 31, (In thousands, except share data)
                                         1994     1993      1992
Revenues
Casino                                 $538,813 $495,012  $471,823 
Rooms                                   176,001  147,115   141,716 
Food and beverage                       152,469  135,786   129,951 
Other                                   117,501   92,500    89,652
                                        984,784  870,413   833,142 
  Less-complimentary allowances         (29,861) (27,388)  (27,119)
                                        954,923  843,025   806,023 
Costs and expenses         
  Casino                                209,402  189,499   175,771 
  Rooms                                  78,932   68,783    64,799 
  Food and beverage                     149,267  128,689   124,093 
  Other operating expenses               72,802   58,917    56,565 
  General and administrative            152,104  130,152   124,313 
  Depreciation and amortization          58,105   46,550    47,385 
  Preopening expense                     16,506        -         -
                                        737,118  622,590   592,926 
Operating profit before
   corporate expense                    217,805  220,435   213,097 
Corporate expense                        16,744   14,953    12,706 
Income from operations                  201,061  205,482   200,391 
Other income (expense)          
  Interest, dividends and
     other income (loss)                   (683)     820       245 
  Interest expense                      (17,770) (22,989)  (43,632)
                                        (18,453) (22,169)  (43,387)
Income before provision for income tax  182,608  183,313   157,004 
Provision for income tax                 66,419   62,330    53,656 

Income before extraordinary loss        116,189  120,983   103,348 
Extraordinary loss on early 
   extinguishment of debt, net
   of income tax benefit of $1,885            -   (3,661)        -
Net income                             $116,189 $117,322  $103,348 
 
Earnings per share 
  Income before extraordinary loss        $1.34    $1.41     $1.23 
  Extraordinary loss on early
    extinguishment of debt                    -    (0.04)        -   
Net income per share                      $1.34    $1.37     $1.23 


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

                               -32-

CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                                                  
                                    
Year Ended January 31,                                            
Increase (decrease) in cash
 and cash equivalents (In thousands)                 1994     1993      1992   

 Cash flows from operating activities
  Net income before extraordinary loss           $116,189 $120,983  $103,348

  Adjustments to reconcile net income before
   extraordinary loss to net cash provided by
   operating activities
      Depreciation and amortization                58,965   48,182    48,870
      Increase in deferred income tax              13,030    5,293    10,621
      Increase (decrease) in interest payable         180   (4,100)   (1,668)
      Increase (decrease) in income tax payable     3,098     (477)      367
      (Gain) loss on sale of fixed assets           1,001      (41)      (93)
      (Increase) decrease in other current assets (13,772)  (1,268)    2,412
      Increase in other current liabilities        15,192    5,598     3,415
      (Increase) decrease in other non-current
        assets                                     (6,635)  (2,368)      531
      Decrease in other non-current liabilities       (65)     (65)      (65)

        Total adjustments                          70,994   50,754    64,390

   Net cash provided by operating activities      187,183  171,737   167,738

Cash flows from investing activities
  Capital expenditures                           (381,988)(208,586)  (26,569)
  Increase (decrease) in construction payables    (13,918)  27,762    (4,075)
  Proceeds from sale of equipment and other assets    685    4,510       527

  Net cash used in investing activities          (395,221)(176,314)  (30,117)

Cash flows from financing activities
  Proceeds from issuance of senior subordinated
   notes                                          299,841       --        --
  Net effect on cash of issuances and payments of
   debt with initial maturities of three months or
   less                                           (40,445)  69,957  (138,993)
  Principal payments of debt with original
   maturities in excess of three months           (10,154)(100,397)  (20,320)
  Exercise of stock options and warrants           11,091   46,491    50,806
  Purchases of treasury stock and fractional
   shares                                         (57,339)      --   (12,801)
  Effect on cash of extraordinary loss                 --   (2,155)       --
  Other                                               739      (62)     (289)

  Net cash provided by (used in) financing
   activities                                     203,733   13,834  (121,597)

Net increase (decrease) in cash and cash
 equivalents                                       (4,305)   9,257    16,024

Cash and cash equivalents at beginning of year     43,415   34,158    18,134

Cash and cash equivalents at end of year          $39,110  $43,415   $34,158


Supplemental Cash Flow Disclosures
  
Cash paid during the period for
  Interest (net of amount capitalized)            $16,597  $26,104   $43,727
  Income tax                                      $47,000  $41,500   $30,350
Noncash investing and financing activities:
  Purchase of land with debt                      $10,000  $    --   $    --

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

                                                -33-



CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                                                   
                                         Common Stock Issued Additional                           Total
                                                               Paid-In  Retained  Treasury Stockholders'
(In thousands)                            Shares      Amount   Capital  Earnings     Stock       Equity
                                                                                                    
 
Balance, January 31, 1991                 94,250      $1,571   $52,302  $281,587  (150,617)    $184,843
  Net income                                   -           -         -   103,348         -      103,348
  Exercise of stock options and warrants   1,147          19    31,724         -    19,063       50,806
  Treasury stock acquired (589 shares),
   at cost                                     -           -         -         -   (12,801)     (12,801)
Balance, January 31, 1992                 95,397       1,590    84,026   384,935  (144,355)     326,196
  Net income                                   -           -         -   117,322         -      117,322
  Exercise of stock options and warrants     517           9    27,490         -    18,992       46,491
Balance, January 31, 1993                 95,914       1,599   111,516   502,257  (125,363)     490,009
  Net income                                   -           -         -   116,189         -      116,189
  Exercise of stock options and warrants     255           4     8,627         -     2,460       11,091
  Treasury stock acquired (1,632 shares),
   at cost                                     -           -         -         -   (57,331)     (57,331)
  Purchase of fractional shares                -           -        (8)        -         -           (8)
Balance, January 31, 1994                 96,169      $1,603  $120,135  $618,446  (180,234)    $559,950

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


                                                         -34-



         CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES 
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
Note 1.  Summary of Significant Accounting Policies 
 
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION 
Circus Circus Enterprises, Inc. (the "Company") was 
incorporated February 27, 1974.  The Company operates hotel 
and casino facilities in Las Vegas, Reno and Laughlin, 
Nevada. 

    The consolidated financial statements include the 
accounts of the Company and its wholly-owned subsidiaries. 
Material intercompany accounts and transactions have been 
eliminated. 

    On November l, 1979, the Company purchased the Slots-A-Fun
Casino in Las Vegas and on February 1, 1983, the Company
purchased the Edgewater Hotel and Casino in Laughlin, Nevada. 
The excess of the purchase price over the fair market value of
the net assets acquired amounted to $4.2 million for the purchase
of Slots-A-Fun and $9.7 million for the purchase of the
Edgewater, and each is being amortized over a period of 40 years. 
 
CAPITALIZED INTEREST 
The Company capitalizes interest costs associated with debt 
incurred in connection with major construction projects. 
When no debt is specifically identified as being incurred in 
connection with such construction projects, the Company 
capitalizes interest on amounts expended on the project at 
the Company's average cost of borrowed money.  The amounts 
capitalized during the years ended January 31, 1994, 1993 and 
1992, were $18.5 million, $8.0 million, and $1.2 million,
respectively. 

INVENTORIES 
Inventories are stated at the lower of cost or market.  Cost 
is determined using the first-in, first-out and the average 
cost methods. 
  
CASH EQUIVALENTS
At January 31, 1994 and 1993, cash equivalents (consisting
principally of money market funds and instruments with original
maturities of three months or less) had a cost approximately
equal to market value. 

INTEREST RATE SWAPS
The Company, from time to time, uses interest rate swaps and
similar financial instruments to assist in managing interest
incurred on its long-term debt.  The difference between amounts
received and amounts paid under such agreements, as well as any
costs or fees, is recorded as a reduction of, or addition to,
interest expense as incurred over the life of the swap or similar
financial instrument.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION  
Depreciation and amortization of property, equipment and
leasehold interests are provided using the straight-line method
predominantly over the following estimated useful lives:  

                                                                 

Buildings and improvements                            15-45 years

Leasehold improvements                                 5-16 years

Equipment, furniture and fixtures                      3-15 years

Leasehold interests                                    5-14 years

                                                                 

    Accumulated amortization of the excess of the purchase 
price over the fair market value of the net assets of businesses
acquired was $3.7 million, $3.3 million, and $2.9 million as of
January 31, 1994, 1993 and 1992, respectively. 
 
REVENUES AND EXPENSES
Revenues include the retail value of rooms, food and beverages
furnished gratuitously to customers.  Such amounts are then
deducted as complimentary allowances.  The costs of such rooms,
food and beverage were included as casino expenses as follows: 
$25.0 million, $23.1 million and $21.2 million for the fiscal
years ended January 31, 1994, 1993 and 1992, respectively.  For
the three years, approximately 93%-95% of such costs were for
food and beverage with the balance for rooms.  Casino revenues
are the net difference between the sums received as winnings and
the sums paid as losses. 

    Casino revenues are the net difference between the sums 
received as winnings and the sums paid as losses. 

                                   -35-

RECLASSIFICATIONS 
The financial statements for prior years reflect certain 
reclassifications, which have no effect on net income, to 
conform with classifications adopted in the current year. 

PREOPENING EXPENSES
Prior to the opening of Grand Slam Canyon Adventuredome on August
23, 1993 and Luxor Hotel/Casino on October 15, 1993, all
operating expenses relating thereto were capitalized as pre-
opening costs.  These expenses consisted principally of direct
incremental personnel costs and advertising and marketing
expenses.  These preopening costs amounted to $16.5 million and
were charged to expense at the commencement of operations of
Grand Slam Canyon and Luxor.

Note 2.  Property, Equipment and Leasehold Interests 
 
Property, equipment and leasehold interests consist of the 
following: 
 
January 31, (In thousands)                  1994         1993 
Land and land leases                    $101,539     $ 86,563
Buildings and improvements               960,999      589,211
Equipment, furniture and fixtures        426,590      272,019
Leasehold interests                        6,908        6,908 
Leasehold improvements                     3,560        3,560
                                       1,499,596      958,261   
Less - accumulated depreciation 
 and amortization                       (336,287)    (286,555) 
                                       1,163,309      671,706   
Construction in progress                  19,855      179,757 
                                      $1,183,164     $851,463     

Note 3.  Long-term Debt 
 
Long-term debt consists of the following: 
 
January 31, (In thousands)                  1994         1993 
 
Amounts due under corporate  
  debt program at floating 
  interest rates, currently at            
  approximately 3.4%                    $167,450     $ 47,896
7-5/8% Senior Subordinated Debentures
  due 2013                               150,000            -
6-3/4% Senior Subordinated Notes
  due 2003 (net of unamortized
  discount of $150)                      149,850            -
10-5/8% Senior Subordinated Notes
  due 1997 (net of unamortized
  discount of $60 and $78)                99,940       99,922    
Amounts due under bank credit agree-
  ments at floating interest rates             -      160,000
Other notes                                  274          428
                                         567,514      308,246 
Less - current portion                      (169)        (154) 
                                        $567,345     $308,092 

     The Company has established a corporate debt program whereby
it can issue commercial paper or similar forms of short-term
debt.  Although the debt instruments issued under this program
are short-term in tenor, they are classified as long-term debt
because (i) they are backed by long-term debt facilities (see
below) and (ii) it is management's intention to continue to
replace such borrowings on a rolling basis as various instruments
come due and to have such borrowings outstanding for longer than
one year.  To the extent that the Company incurs debt under this
debt program, it must maintain an equivalent amount of credit
available under its revolving credit and term loan agreements
with its bank group.

     In September 1993, the Company renegotiated its $350 million
reducing revolver dated April 11, 1990 and its $200 million
reducing revolver dated September 6, 1988.  These agreements were
replaced by new revolving loan agreements consisting of a $250
million 

                                   -36-

unsecured 364-day facility and a $500 million unsecured reducing
revolver which matures in September 1998 (the "Revolvers").  The
$250 million facility has provisions for annual renewal subject
to the consent of the banks and converts to a two-year term loan
if not renewed.  The Revolvers contain financial covenants
regarding minimum net worth, interest charge coverage, maximum
leverage ratio, funded debt ratio, new venture capital
expenditures and new venture investments.  The maximum available
credit under the $500 million revolver reduces by $60 million on
each of March 31, 1997, September 30, 1997 and March 31, 1998. 
The Revolvers are for general corporate purposes.  The Company
currently incurs commitment fees of 18.75 basis points on the
unused portion of the $250 million facility and 22.50 basis
points on the unused portion of the $500 million revolver.  As of
January 31, 1994, the Company had no direct borrowings under the
Revolvers.  At such date, the Company had $167.5 million issued
under the corporate debt program thus reducing, by that amount,
the credit available under the Revolvers for purposes other than
repayment of corporate debt.  The fair value of the debt issued
under the corporate debt program approximates the carrying amount
of the debt due to the short-term maturities of the individual
components of the debt.

     In July 1993, the Company issued $150 million principal
amount of 6-3/4% Senior Subordinated Notes (the "6-3/4% Notes")
due July 2003 and $150 million principal amount of 7-5/8% Senior
Subordinated Debentures (the "7-5/8% Debentures") due July 2013,
with interest payable each July and January.  The 6-3/4% Notes,
which were discounted to $149.8 million, and the 7-5/8%
Debentures are not redeemable prior to maturity and are not
subject to any sinking fund requirements.  The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program.  As of January 31, 1994, the
estimated fair value of the 6-3/4% Notes was approximately $153.8
million and the estimated fair value of the 7-5/8% Debentures was
approximately $156.9 million based on the trading price of these
borrowings.
                                           
     In June 1990, the Company issued $100 million principal
amount of 10-5/8% Senior Subordinated Notes (the "10-5/8% Notes")
due June 1997, with interest payable each June and December.  The
10-5/8% Notes, which were discounted to $99.9 million, are not
redeemable prior to maturity and are not subject to any sinking
fund requirements.  Holders of the 10-5/8% Notes may require the
Company to repurchase all or any portion of their notes at par
upon the occurrence of both a Designated Event (as defined in the
indenture) and a Rating Decline (as defined in the indenture). 
As of January 31, 1994, $9.1 million principal amount of the 
10-5/8% Notes is owned by one of the Company's two founders.  As
of January 31, 1994, the estimated fair value of the 10-5/8%
Notes was approximately $116.2 million based on the quoted
trading price of the 10-5/8% Notes.     

     In April 1987, the Company issued $100 million principal 
amount of 10-1/8% Senior Subordinated Notes (the "10-1/8% Notes")
due April 1997.  The 10-1/8% Notes, which were discounted to
$97.7 million, were retired in April 1992 at the stated
redemption price of 102.89%, using borrowings under the Company's
previous revolvers.  The early retirement of the 10-1/8% Notes
resulted in an extraordinary after-tax loss of $3.7 million.

     The Company has a policy aimed at managing interest rate
risk associated with its current and future anticipated
borrowings.  This policy enables the Company to use any
combination of interest rate swaps, futures, options, caps and
similar arrangements.  The Company currently has various interest
rate swap agreements, principally with its bank group, whereby
the Company pays a fixed interest rate (weighted average of
approximately 9.06%) and receives a variable interest rate
(weighted average of approximately 3.30% at January 31, 1994) on
$140 million notional amount, and pays a variable interest rate
(weighted average of approximately 3.37% at January 31, 1994) and
receives a fixed interest rate (weighted average of approximately 
7.06%) on $145 million notional amount of "reversing" swaps.  The
net effect of such swaps at January 31, 1994 is that the Company
currently pays an interest rate differential of approximately
.95% on the total notional amount of the swaps.  The various
swaps have termination dates ranging from October 1994 through
August 2001.  The Company is exposed to credit loss in the event
of nonperformance by the other parties to the interest rate swap
agreements.  However, the Company considers the risk of
nonperformance by the counterparties to be minimal because the
parties to the swaps and reverse swaps are predominantly members
of the Company's bank group.  If the Company had terminated all
swaps as of January 31, 1994, it would have had to pay a net
amount of approximately $3.1 million based on quoted market
values from the various financial institutions holding the swaps.

    As of January 31, 1994, under the Company's most 
restrictive loan covenants, the Company was restricted as to 
the payment of dividends or the purchase of its own capital 
stock in excess of approximately $15 million and was restricted
from issuing additional debt in excess of approximately $648
million. 

                                   -37-
 
    Required annual principal payments as of January 31, 1994
are as follows: 

Year Ending January 31, (In thousands)                        
1995                                                $     169 
1996                                                      105
1997                                                        -
1998                                                   99,940
1999                                                  167,450
Thereafter                                            299,850 
                                                     $567,514 
                                                     ======== 
Note 4.  Leasing Arrangements 
 
Effective November 1, 1981, the Company entered into an 
18-year lease for the premises on which the Silver City 
Casino in Las Vegas operates.  This lease is accounted for as 
an operating lease.  The current monthly base rent of 
$129,982 is subject to annual increases, calculated using a
specified index with a cap based on a specified percentage of
annual revenues.  The lease also provides for profit
participation, which began February 1988.  The profit
participation is the amount by which 50% of defined net income
exceeds the adjusted base rent.  There was no profit
participation rent due for the years ended January 31, 1994, 1993
or 1992.

    The Company also leases various storage facilities and 
equipment and has various air space under operating leases 
expiring individually through 2032.  A portion of the Circus 
Circus facility in Reno is built on leased land with various 
operating leases expiring through 2033.  The following is a 
schedule by year of future minimum rental payments required 
as of January 31, 1994 under these operating leases that have 
noncancelable lease terms in excess of one year: 
 
Year Ending January 31, (In thousands)                    
1995                                              $  3,470 
1996                                                 2,880 
1997                                                 2,681
1998                                                 2,428
1999                                                 2,212
Thereafter                                           9,929 
                                                  $ 23,600 
                                                  ======== 

The following schedule shows total rent expense for all 
leases accounted for as operating leases: 

Year Ended January 31, 
(In thousands)                  1994       1993       1992 
Operating rent expense        $3,262     $3,108     $3,179 
                              ======     ======     ====== 

Note 5.  Income Tax 
 
For the year ended January 31, 1994, the difference between the
Company's effective tax rate of 36.4% and the Federal statutory
tax rate of 35.0% was due primarily to the adjustment of the
deferred tax balance to reflect the new statutory rate mandated
by the Revenue Reconciliation Act of 1993.  There were no
significant differences between the Federal statutory tax rate
and the Company's effective tax rate for the years ended January
31, 1993 and 1992.  The components of the provision for income
tax are as follows: 
 
Year Ended January 31, 
(In thousands)                      1994      1993      1992 
Current                          $57,093   $57,719   $43,770 
Deferred                           9,326     4,611     9,886 
                                 $66,419   $62,330   $53,656 
                                 =========================== 

                                   -38-

    The current component of the provision includes $3.9 million,
$14.1 million and $12.3 million for the tax benefit of the
exercise of stock options and warrants, for the fiscal years
ended January 31, 1994, 1993 and 1992, respectively.  Such
amounts reduce the current portion that is actually payable.
 
    The cumulative balance of the deferred tax liability is 
due predominantly to temporary book/tax depreciation differences. 
The components of deferred income tax expense are as follows: 

Year Ended January 31, 
(In thousands)                      1994      1993      1992 
Additional depreciation 
 resulting from the use of 
 accelerated methods for tax 
 purposes and straight-line 
 methods for financial state- 
 ment purposes                    $9,679    $3,964    $9,493
Effect of writing off preopening 
 expenses for financial state-
 ment purposes and amortizing
 over five years for tax purposes (4,092)      760       760
Effect of writing off research and
 experimental expenses for tax
 purposes and capitalizing for 
 financial statement purposes      3,385     1,284         -
Other - net                          354   (1,397)     (367) 
                                  $9,326    $4,611    $9,886 
                                  ==========================  

    In February 1992, the Financial Accounting Standards Board
issued a new standard on accounting for income taxes which the
Company implemented in the first quarter of fiscal 1994.  This
new accounting standard did not have a material effect on the
Company's financial position or results of operations.

Note 6.  Stock Split                           
 
In June 1993, the Board of Directors declared a 3-for-2 split on
the Company's common stock, which was paid July 23, 1993, to
stockholders of record on July 9, 1993.  All share data has been
adjusted retroactively in the accompanying financial statements
for the 3-for-2 stock split.
 
Note 7.  Employee Retirement Plans 
 
Approximately 43% of the Company's employees are covered by 
union-sponsored, collectively bargained, multi-employer, 
defined benefit pension plans.  The Company contributed 
$6.5 million, $5.2 million and $5.0 million during the years
ended January 31, 1994, 1993 and 1992, respectively, for such 
plans.  These contributions are determined in accordance with 
the provisions of negotiated labor contracts and generally 
are based on the number of hours worked.

    The Company also has a profit-sharing, investment and
employee stock ownership plan covering primarily non-union
employees who are at least 21 years of age and have at least one
year of service.  The plan is a voluntary defined contribution
plan and is subject to the provisions of the Employee Retirement
Income Security Act of 1974.  The plan allows for investments in
the Company's common stock as one of the investment alternatives. 
The Company's contributions to this plan are determined based on
employees' years of service and matching of employees'
contributions, and were approximately $3.3 million, $3.1 million
and $2.6 million in the years ended January 31, 1994, 1993 and
1992.  Contributions may be funded with the Company's stock or
cash.  The fiscal 1994, 1993 and 1992 contributions were funded
in cash.
 
     In December 1990, the Financial Accounting Standards Board
("FASB") issued a new standard on accounting for post-retirement
benefits other than pensions.  This new standard requires that
the expected cost of these benefits must be charged to expense
during the years that the employees render service.  The Company
does not provide post-retirement benefits to its employees.  The
FASB has also issued a new standard on accounting for post-
employment benefits, requiring recognition and measurement of
such benefits.  Management anticipates that when adopted, based
on present circumstances, this statement will not have a material
impact on the Company's financial position or results of
operations.

                                   -39-

Note 8.  Warrants and Stock Options 
 
WARRANTS  

In June 1989, the stockholders approved a stock purchase warrant
plan enabling the Company to offer warrants to its officers and
other key employees to purchase up to 4.5 million shares of the
Company's common stock.  In accordance with the provisions of
such plan, the 4.5 million warrants were subsequently issued in
June 1989 at a price of $.17 per warrant, with an exercise price
of $14.33 ($.67 per share over the fair market value on the date
the warrants were authorized).  Each warrant has a term of seven
years, with 50% of the warrants becoming exercisable two years
from the date of grant and the remaining 50% three years from the
date of grant.  As of January 31, 1994, warrants representing 3.5 
million shares had been exercised.

STOCK OPTIONS 

The Company also has various stock option plans for executive,
managerial and supervisory personnel as well as the Company's
outside directors.  The plans permit grants of options,
performance shares and/or restricted stock covering a maximum of
13.5 million shares of the Company's common stock.  As of
January 31, 1994, options for a total of 11.3 million shares have
been granted whereby 5.4 million shares have been exercised,
options for 3.2 million shares have been canceled and options for
2.7 million shares remain exercisable at prices ranging from
$8.58 to $39.34 with a weighted average exercise price of $28.39
per share.  During the year ended January 31, 1994, options for
0.3 million shares were exercised at prices ranging from $2.54 to
$22.42 with a weighted average of $13.01 per share.

     The stock options, both incentive and nonqualified, granted
prior to 1988 are immediately exercisable.  The stock options
granted in 1988 and thereafter are exercisable in one or more
installments beginning not less than nine months after the grant
date.

Note 9.  Earnings Per Share 
 
Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the
period.  Earnings per share assuming full dilution is not
presented because the exercise of stock options and stock
warrants would not have a material dilutive effect on the per
share amounts.  The weighted average number of shares outstanding
for the years ended January 31, 1994, 1993 and 1992 were 87.0
million, 85.9 million and 84.1 million, respectively. 

Note 10.  Warrant and Share Repurchases 
 
Since November 1987, the Company has repurchased a total of 35.0
million shares of its common stock through tender offer, open
market purchases and various stock purchase agreements with one
or both founding stockholders.  The total cost of the shares
repurchased was $405.2 million.  The repurchases have been funded
through a combination of internally generated cash and borrowings
under the Company's bank credit agreements.  Of the shares
repurchased, 20.9 million shares have been retired, 3.9 million
shares have been used for the exercise of options and warrants,  
0.1 million shares have been contributed to the Company's profit
sharing and retirement plan and 10.1 million shares are currently
held as treasury stock.

Note 11.  Preferred Stock

The Company is authorized to issue up to 75 million shares of
$.01 par value preferred stock in one or more series having such
respective terms, rights and preferences as are designated by the
Board of Directors.  No preferred stock has yet been issued.
 
                                   -40-

Note 12.  Commitments and Contingent Liabilities

On December 3, 1993, the Ministry of Consumer and Commercial
Relations in Ontario, Canada chose Windsor Casino Limited to
exclusively design, build and operate a casino complex in
Windsor, Ontario, Canada.  Windsor Casino Limited is a joint
venture composed of Circus Circus Enterprises, Inc., Caesars
World, Inc. and Hilton Hotels Corporation.  The complex will
offer casino, showroom and meeting facilities as well as a 300-
room hotel.  The Company's estimated equity contribution to
Windsor Casino Limited for the funding of the permanent casino is
approximately $20-$30 million.  The permanent casino is expected
to open in 1996.  The Company may also be required to fund
approximately $15-$20 million for the completion of a temporary
casino.  

     The Company is developing a riverboat casino in Tunica
County, Mississippi, approximately 20 miles from the Memphis,
Tennessee airport.  Construction of this project began in late
1993 and it is slated to open by fall 1994.  The estimated cost
of this project is approximately $80 million, including land,
capitalized interest and preopening expenses.  As of January 31,
1994, the costs incurred for this project were approximately $7.9
million.

     The Company has entered into a 50/50 joint venture with
American Entertainment Corporation to develop and operate a
riverboat gaming facility in Chalmette, Louisiana, 20 minutes
east of the New Orleans central business district.  Opening of
this project is scheduled for late 1994.  The cost and specifics
of the design and funding of this project have yet to be
determined.

     The Company has also entered into a 50/50 joint venture with
Eldorado Hotel/Casino, a privately held company, to develop and
operate a hotel/casino in downtown Reno, Nevada.  The project is
to be located on a site adjacent to both Circus Circus-Reno and
the Eldorado.  Ground breaking occurred in late 1993, with
completion expected in mid-1995.  Of the estimated cost of $300
million, including land, capitalized interest and preopening
costs, the venturers are expected to fund 30% in equity.  In
addition, the Company is obligated under the joint venture
agreement to provide financing, either directly or indirectly,
for the remaining project costs.

     The Company anticipates funding these projects from internal
cash flows, project specific financing or its revolving lines of
credit, currently at $750 million, of which approximately $583
million was available at January 31, 1994.

     The Company is a defendant in various pending litigation.
In management's opinion, the ultimate outcome of such litigation
will not have a material adverse effect on the results of
operations or the financial position of the Company. 
                                   -41-

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 
  
To the Board of Directors and Stockholders of Circus Circus 
Enterprises, Inc.: 
 
We have audited the accompanying consolidated balance sheets 
of Circus Circus Enterprises, Inc. (a Nevada corporation) and 
subsidiaries as of January 31, 1994 and 1993 and the related 
consolidated statements of income, stockholders' equity and 
cash flows for each of the three years in the period ended 
January 31, 1994.  These financial statements are the 
responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial 
statements based on our audits. 
 
We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion. 
 
In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial 
position of Circus Circus Enterprises, Inc. and subsidiaries 
as of January 31, 1994 and 1993 and the results of their 
operations and their cash flows for each of the three years 
in the period ended January 31, 1994, in conformity with 
generally accepted accounting principles. 


 
 
                                  ARTHUR ANDERSEN & CO. 
 
 
Las Vegas, Nevada 
February 23, 1994 


Management's Report on Financial Statements

The Company is responsible for preparing the consolidated
financial statements and related information appearing in this
report.  Management believes that the financial statements
present fairly its financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles.  In preparing its financial statements, the Company
is required to include amounts based on estimates and judgments
which management believes are reasonable under the circumstances.

The Company maintains accounting and other control systems
designed to provide reasonable assurance that financial records
are reliable for purposes of preparing financial statements and
that assets are properly accounted for and safeguarded. 
Compliance with these systems and controls is reviewed through a
program of audits by an internal auditing staff.

The Board of Directors fulfills its responsibility for the
Company's financial statements through its Audit Committee, which
is composed solely of directors who are not Company officers or
employees.  The Audit Committee meets from time to time with the
independent public accountants, management and the internal
auditors.  The independent public accountants have direct access
to the audit committee, with or without the presence of
management representatives.


                                   -42-

EX-5

                                                             EXHIBIT 21


CIRCUS CIRCUS ENTERPRISES, INC. subsidiaries 

*    CIRCUS CIRCUS CASINOS, INC. (A Nevada Corporation)

*    COLORADO BELLE CORP. (A Nevada Corporation)

*    EDGEWATER HOTEL CORPORATION (A Nevada Corporation)

*    NEW CASTLE CORP. (A Nevada Corporation)

*    RAMPARTS, INC. (A Nevada Corporation)

*    SLOTS-A-FUN, INC. (A Nevada Corporation)

*    SCENTSATIONAL, INC. (A Nevada Corporation)

*    RACING BOATS, INC. (A Nevada Corporation)

*    GALLEON, INC. (A Nevada Corporation)

*    CIRCUS CIRCUS MISSISSIPPI, INC. (A Mississippi Corporation)

*    CIRCUS CIRCUS MISSOURI, INC. (A Missouri Corporation)

*    CIRCUS CIRCUS LOUISIANA, INC. (A Louisiana Corporation)

*    CIRCUS CIRCUS INDIANA, INC. (An Indiana Corporation)

*    CIRCUS AUSTRALIA CASINO, INC. (A Nevada Corporation)

          DARLING CASINO MANAGEMENT PTY LIMITED (50%) (An Australian            
          Corporation)

          DARLING CASINO LIMITED (50%) (An Australian Corporation)

*    CIRCUS CIRCUS (BELGIUM) S.A.

          CIRCUS CIRCUS (AUSTRALIA) PTY LIMITED

          CIRCUS CIRCUS (AUSTRALIA) NO. 2 PTY LIMITED

          CIRCUS CIRCUS (AUSTRALIA) NO. 3 PTY LIMITED

          CIRCUS CIRCUS (AUSTRALIA) NO. 4 PTY LIMITED

*    CIRCUS CIRCUS MANAGEMENT (BELGIUM) S.A.

          CIRCUS CIRCUS MANAGEMENT (AUSTRALIA) PTY LIMITED

          CIRCUS CIRCUS MANAGEMENT (AUSTRALIA) NO. 2 PTY LIMITED

ALL SUBSIDIARIES ARE 100% OWNED BY CIRCUS CIRCUS ENTERPRISES, INC. AND/OR ITS
SUBSIDIARIES UNLESS OTHERWISE NOTED.

EX-6

                                                             EXHIBIT 23


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the
incorporation of our reports dated February 23, 1994 included (or
incorporated by reference) in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1994
into the Company's previously filed Form S-8 Registration
Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-
39215, 33-56420 and 33-53303.




                                   ARTHUR ANDERSEN & CO.



Las Vegas, Nevada
April 28, 1994