Exhibit 10.31

Consulting Agreement between the Registrant and Robert C.
Brehm Consulting, Inc., ("Consultant")


                                      
<PAGE>

    As filed with the Securities and Exchange Commission on December 19, 1995

                                                            Registration No.33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                      DEBBIE REYNOLDS HOTEL & CASINO, INC.

             (Exact name of registrant as specified in its charter)


            NEVADA                                       88-0335924
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)               

                           Debbie Reynolds, President
                          305 Convention Center Drive
                              Las Vegas, NV 89109
                                 (702) 734-0711
    (Address of Registrant's principal executive offices, including zip code)

                                   ----------


       MANAGEMENT CONSULTING PLAN WITH PETER D. BISTRIAN CONSULTING, INC.
        MANAGEMENT CONSULTING PLAN WITH ROBERT C. BREHM CONSULTING, INC.
                              (Full title of Plan)

                          305 Convention Center Drive
                            Las Vegas, Nevada 89109
                                 (702) 734-0711
           (Name, address and telephone number of agent (for service)

                                   ----------

                                   COPIES TO:
                            M. Richard Cutler, Esq.
                            Horowitz, Cutler & Beam
                          Two Venture Plaza, Suite 380
                                Irvine, CA 92718

                                   ----------

                Approximate Date of Proposed Sale to the Public:
  As soon as practicable after this Registration Statement becomes effective.

                                   ----------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
Title of Securities             Amount to be    Proposed Maximum    Proposed Maximum      Amount of
to be Registered                 Registered    Offering Price per  Aggregate Offering   Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                  <C>                 <C>    
Common Stock $0,0001 Par Value(1)  750,000        50,7500              $562,500            $193.95
--------------------------------------------------------------------------------------------------------

</TABLE>

     (1) Includes  shares of commons stock  issuable upon exercise of options to
purchase a total of 750,000 shares of common stock,  issuable for counseling and
advisory  services to Peter D. Bistrian  Consulting,  Inc (an option to purchase
486,000 shares) and to Robert C. Brehm  Consulting,  Inc. (an option to purchase
254,000 shares), respectively, and exercisable at $0.75 per share.

     (2) The registration fee is based upon the exercise price of the options at
$0.75 per share calculated pursuant to Rule 457.
<PAGE>



                      DEBBIE REYNOLDS HOTEL & CASINO, INC.

        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

         Form S-8 Item Number
         and Caption                              Caption in Prospectus
         --------------------                     ---------------------

1.  Forepart of Registration Statement            Facing Page of Registration
     and Outside Front Cover                      Statement and Cover Page of
     Page of Prospectus                           Prospectus

2.  Inside Front and Outside Back                 Inside Cover Page of Pro-
    Cover Pages of Prospectus                     spectus and Outside Cover
                                                  Page of Prospectus

3.  Summary information, Risk Factors             Not Applicable
    and Ratio of Earnings to Fixed Charges

4.  Use of Proceeds                               Not Applicable

5.  Determination of Offering Price               Not Applicable

6.  Dilution                                      Not Applicable

7.  Selling Security Holders                      Sales by Selling Security 
                                                  Holder

8.  Plan of Distribution                          Cover Page of Prospectus and 
    by Selling Security  Holder                   Sales

9.  Description of Securities to be               Description of Securities:
    Registered                                    Management Consulting
    Agreement                                     with CKN Capital Corporation

10. Interests of Named Experts and                Legal Matters
    Counsel

11. Material Changes                              Not Applicable

12. Incorporation of Certain information          Incorporation of Certain
    by Reference                                  Documents by Reference

13, Disclosure of commission Position             Indemnification of Directors
    on Indemnification for Securities             and Officers; Undertakings
    Act Liabilities



<PAGE>



                            DATED: December 19, 1995

PROSPECTUS
                      DEBBIE REYNOLDS HOTEL & CASINO, INC.

                          750,000 Shares Common Stock

               ISSUED PURSUANT TO THE, EXERCISE OF OPTIONS UNDER
                 THE COMPANY'S MANAGEMENT CONSULTING AGREEMENT
                  WITH PETER D. BISTRIAN CONSULTING, INC. AND
                       ROBERT C. BREHM CONSULTING, INC.,

     This  prospectus is part of a  Registration  Statement  which  registers an
aggregate  of 750,000  shares of Common  Stock,  $0.0001 par value (such  shares
being referred to as the "Shares"), of DEBBIE REYNOLDS HOTEL & CASINO, INC. (the
"Company")  which may be issued upon exercise of certain  options,  as set forth
herein,  to Peter D, Bistrian  Consulting,  Inc. and Robert C. Brehm Consulting,
Inc.,   consultants  to  the  Company  (the  "Consultants"  or  if  referred  to
individually the "Consultant")  pursuant to their respective  written Management
Consulting Agreements dated December 7, 1995 (the "Consulting Agreements" or the
"Consulting  Agreements")  providing  for the  issuance  of such  options  (such
options  being  hereinafter  collectively  referred to as the ("Options").  Such
selling  stockholders  may  sometimes  hereafter  be referred to as the "Selling
Security  Holders."  All of the  Stocks  are  being  issued  to the  Consultants
Pursuant to their respective Consulting Agreements, The Company has been advised
by the Selling  Security Holders that it may sell all or a portion of the Shares
from time to time in the Bulletin  Board  market,  in  negotiated  transactions,
directly or through  brokers or otherwise,  and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated  prices, and
the Company  will not  receive  any  proceeds  from such  sales.  The  company's
principal executive office is located at 305 Convention Center Drive, Las Vegas,
Nevada 89109, (702) 734-0711.

     No person has been  authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  under the terms of the  Agreement  shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.

                                   ----------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
 OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.


                The date of this Prospectus is December 19, 1995

<PAGE>

AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copies at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington  D.C.  20549.  Copies  of  this  material  can  also be  obtained  at
prescribed rates from the Public Reference  Section of the  Commission at its
principal office at 450 Fifth Street, N.W., Washington D.C. 20540. The Company's
Common Stock is traded on the Bulletin Board under the symbol "DEBI.'

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the  "Act"),  with respect to the resale of up to an aggregate of up to 750,000
shares of the Company's  Common Stock offered by this  Prospectus,  reference is
made to the Registration Statement,  including the exhibits thereto.  Statements
in this  Prospectus as to any document are not necessarily  complete,  and where
any such document is an exhibit to the Registration Statement or is incorporated
by  reference  herein,  each such  statement is qualified in all respects by the
provisions of such exhibit or other document,  to which reference is hereby made
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement  with  exhibits,  may be  obtained  from the  Commission's  office  in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission  are  incorporated  herein  by  reference  and  made a part
thereof.

     1 . The  company's  Annual  Report on Form 10-KSB  filed for the year ended
December 31, 1994 and the  Company's  Quarterly  Reports on Forms 1O-QSB for the
quarters  of Match 31,  1995,  June 30, 1995 and  September  30,  1995;  Current
Reports  on Form 8-K dated June 30,  1995,  July 21,  1995 and August 30,  1995;
description  of the Company's  Common Stock  contained in the Company's Form 8-A
dated October 18, 1990.

     2. All reports and documents  filed by the Company  pursuant to Section 13,
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document  which also is or is deemed to be  incorporated  by  reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

     The Company  hereby  undertakes to provide  without  charge to each person,
including  any  beneficial  owner  to whom a copy  of the  Prospectus  has  been
delivered,  on the written or oral request of any such person,  a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this  Prospectus  other than  exhibits to such  documents.  Written
requests  for such  copies  should  be  directed  to  Corporate  Secretary,  305
Convention Center Drive, Las Vegas,, Nevada 89109, (702) 734-0711.

                    INFORMATION WITH RESPECT TO THE COMPANY

This  Prospectus is accompanied  by the Company's  Annual Report on Form 10-KSB
for the year ended December 31, 1994 and the company's Quarterly Reports on Form
10-QSB for the quarters  ended March 31, 1995,  June 30, 1995 and  September 30,
1995; Current Reports on Form 8-K dated June 30, 1995. July 21, 1995 and August
30,1995;  description of the Company's  Common Stock  contained in the company's
Form 8-A dated October 18, 1990.  These Annual and Quarterly  Reports as well is
all other reports filed by the Company pursuant to Sections 13(a), 13(c),


                                       2

<PAGE>

14 or 15(d) of the Securities  Exchange Act of 1934 are, hereby  incorporated by
reference in this Prospectus and may be obtained,  without charge, upon the oral
or written request of any person to the Company at 305 Convention  Center Drive,
Las, Vegas, Nevada 89109. (702) 734-0711.


<PAGE>




                        MANAGEMENT CONSULTING AGREEMENT
                    WITH PETER D. BISTRIAN CONSULTING. INC.

General

     On  December 7, 1995,  the Company  entered  into a  Management  Consulting
Agreement with Peter D, Bistrian Consulting,  Inc. pursuant to which the Company
agreed to issue to the  Consultant  Options to  purchase up to an  aggregate  of
486,000  shares of common Stock of the Company in  consideration  for consulting
services to be provided to the Company over an  anticipated  eight-month  period
commencing as of the date of the agreement.  The Consultant is  wholly-owned  by
Mr. Peter D. Bistrian,  who is the sole officer and director of the  Consultant.
The term of the Management Consulting Agreement shall be eight months. Under the
terms of the Consulting Agreement the Consultant is to undertake for and consult
with the Company concerning  management,  marketing and operational planning and
consulting, strategic planning, corporate organization, and structure, expansion
of services and stockholder  relations,  and shall review and advise the Company
regarding its overall progress, needs and condition.

     In  particular,   the   Consultant   shall  assist  the  Company  with  the
implementation of short range and long term strategic  planning to fully develop
and enhance the Company's assets,  resources,  products and services; and advise
and recommend to the Company additional services related to the present products
and services  provided by the Company as well as new products and services  that
may be provided by the Company.

Compensation

     In  connection  with the  Consulting  Agreement,  the Company has agreed to
issue  Options to purchase up to 486,000  shares of Common  Stock of the Company
over the period of twenty-four  months and which are not being  administered  by
either the Board of  Directors  of the Company or any  committee of the Board of
Directors  organized for that purpose.  The specific terms of the Options are as
follows:

     (a)  Option Price. Options to purchase 486,000 shares of Common Stock shall
          be exercisable at a price per share of Common Stock of $0.75.

     (b)  Terms of Options.  Each Option is  exercisable  from December 10, 1995
          until its expiration date of December 10, 1997.

     (c)  Payment for Shares. The purchase price for the exercise of the Options
          is payable in cash, and the price for the shares of Common Stock is to
          be paid in full upon exercise of the Options.

     (d)  Transferability.  The  Options  are  not  transferable  by the  holder
          thereof except pursuant to the laws of descent and distribution to the
          sole shareholder.

     (e)  Redemption.  There are no redemption rights afforded to the Company in
          connection with the Options.

     (1)  Adjustments.  The  number of shares  of  Common  Stock of the  Company
          purchasable upon exercise of the Options and the exercise price of the
          Options are subject to the adjustment involving stock dividends, stock
          splits, reorganizations, reclassification, consolidations and mergers.
          There will be no adjustment  for the payment of cash  dividends by the
          Company on its Common  Stock.  The  Company is not  required  to issue
          fractional  shares.  Options for fractional  shares  amounting to less
          than one share will be disregarded,

     (g)  Miscellaneous.  It is intended  that the shares of Common Stock issued
          on exercise of the Options will be fully  registered  securities under
          the Securities Act of 1933.

                                       4
<PAGE>



                        MANAGEMENT CONSULTING AGREEMENT
                     WITH ROBERT C. BREHM CONSULTING, INC.

General

     On  December 7, 1995,  the Company  entered  into a  Management  Consulting
Agreement with Robert C. Brehm  Consulting,  Inc.  pursuant to which the Company
agreed to issue to the  Consultant  Options to  purchase up to an  aggregate  of
264,000  shares of Common Stock of the Company in  consideration  for consulting
services to be provided to the Company over an  anticipated  eight-month  period
commencing as of the date of the agreement.  The Consultant is  wholly-owned  by
Mr. Robert C- Brehm, who is the sole officer and director of the Consultant. The
term of the Management  Consulting  Agreement  shall be eight months.  Under the
terms of the Consulting Agreement the Consultant is to undertake for and consult
with the Company concerning  management,  marketing and operational planning and
consulting,  strategic planning, corporate organization and structure, expansion
of services and stockholder  relations,  and shall review and advise the Company
regarding its overall progress, needs and condition.

     In  particular,   the   Consultant   shall  assist  the  Company  with  the
implementation of short range and long term strategic  planning to fully develop
and enhance the company's assets, resources,  products and services,  and advise
and  recommend  to the  Company  additional  services  relating  to the  present
products  and  services  provided  by the  Company as well as new  products  and
services that may be provided by the Company.

Compensation

     In  connection  with the  Consulting  Agreement,  the Company has agreed to
issue  Options to purchase up to 264,000  shares of Common  Stock of the Company
over the period of twenty-four  months and which are not being  administered  by
either  the Board of  Directors  of the  Company or any  committee  of the Board
Directors  organized for that purpose.  The specific terms of the Options are as
follows:

     (a)  Option Price. Options to purchase 264,000 shares of Common Stock shall
          be exercisable at a price per share of Common Stock of $0.75.

     (b)  Terms of Options,  Each Option is  exercisable  from December 10, 1995
          until its expiration date of December 10, 1997.

     (c)  Payment for Shares. The purchase price for the exercise of the Options
          is payable in cash, and the price for the shares of Common Stock is to
          be paid in full upon exercise of the Options.

     (d)  Transferability.  The  Options  are  not  transferable  by the  holder
          thereof except pursuant to the laws of descent and distribution to the
          sole shareholder.

     (e)  Redemption.  There are no redemption rights afforded to the Company in
          connection with the Options.

     (f)  Adjustments.  The  number of shares  of  common  stock of the  Company
          purchasable upon exercise of the Options and the exercise price of the
          Options are subject to the adjustment involving stock dividends, stock
          splits,   reorganizations,   reclassifications,   consolidations   and
          mergers. There will be no adjustment for the payment of cash dividends
          by the Company on its Common  Stock.  The  Company is not  required to
          issue fractional  shares.  Options for fractional  shares amounting to
          less than one share will be disregarded. 

     (g)  Miscellaneous.  it is intended  that the shares of Common Stock issued
          on exercise of the Options will be fully  registered  securities under
          the Securities Act of 1933.

                                       5
<PAGE>



Restrictions Under Securities Laws

     The sale of any shares of Common  Stock  acquired  upon the exercise of the
Options  must be made in  compliance  with  federal and state  securities  laws.
Officers,  directors and 10% or greater  stockholder of the Company,  as well as
certain  other  persons or parties who may be deemed to be  "affiliates"  of the
Company  under the  Federal  Securities  Laws,  should be aware that  resales by
affiliates  can only be made  pursuant to an effective  Registration  Statement,
Rule 144 or any other  applicable  exemption.  Officers,  directors  and 10% and
greater  stockholders  are also  subject  to, the "short  swing"  profit rate of
Section  16(b) of the  Securities  Exchange  Act of 1934.  Section  16(b) of the
Exchange Act generally provides that if an officer,  director or 10% and greater
stockholder  sold any  Common  Stock of the  Company  acquired  pursuant  to the
exercise of a stock option or warrant,  he would generally be required to pay to
the Company and  "profits"  resulting  from the sale of the stock and receipt of
the stock option.  Section 16(b) exempts all option exercises from being treated
as  purchases  and,  instead,  treats  an  option  grant  as a  purchase  of the
underlying  security,  which  grant/purchase may be matched with any sale or the
underlying security within six months of the date of grant.


                       SALES BY SELLING: SECURITY HOLDERS

     The following table sets forth the name of the Selling Security Holder, the
amount of shares of Common Stock held directly or  indirectly or underlying  the
maximum  number of  Options to be issued to the  Selling  Security  Holder,  the
amount of shares of Common  Stock  underlying  the  Options to be offered by the
Selling  Security  Holder,  the exercise  price for the  Options,  the amount of
Common Stock to be owned by the Selling  Security Holder  following sale of such
shares of Common Stock and the  percentage of shares of Common Stock to be owned
by the Selling Security Holder  following  completion of such offering (based on
9,925,751  shares of Common Stock of the Company  outstanding as of December 19,
1995). Unless otherwise indicated,  each of the stockholders has sole voting and
investment Power with respect to shares beneficially owned.

<TABLE>
<CAPTION>

                                                             Exercise     Shares to be     Percent to be
Name of Selling           Number of         Shares to        Price per    owned After      owned after
Security Holder           Shares Owned      be Offered       Share        Offering         Offering
---------------           ------------      ----------       -----        --------         --------
<S>                       <C>               <C>              <C>               <C>         <C>
Peter D, Bistrian         486,000 (1)       486,000          $0.75             0           none
Consulting, Inc.

Robert C. Brehm           264,000 (2)       264,000           $O.75            0           none
Consulting, Inc.
</TABLE>

(1)  Represents  shares  underlying  a  currently  execrable  option to purchase
     468,000  shares of the  Company's  common  stock  exercisable  at $O.75 per
     share,  which has been issued to  Consultant  for advisory  and  consulting
     services.

(2)  Represents  shares  underlying a currently  exercisable  option to purchase
     264,000  shares of the  company's  common  stock  exercisable  at $O.75 per
     share,  which has been issued to  Consultant  for advisory  and  consulting
     services.

                                       6
<PAGE>



                           DESCRIPTION OF SECURITIES

     The authorized  capital stock of the Company consists of 25,000,000  shares
of Common Stock,  $.0001 par value,  and 50,000,000  shares of preferred  stock,
$.OOO1 par value.

     The  following  summary of certain  terms of the Common Stock and Preferred
Stock does not purport to be complete  and is subject to, and  qualified  in its
entirely by, the provisions of the Company's  Certificate of  Incorporation  and
By-laws,  which are included as exhibits to the Registration  Statement of which
this Prospectus is a part, and the provisions of applicable law.

Common Stock

     As of the date of this  Prospectus,  there are  9,925,751  shares of Common
Stock  outstanding.  Holders of Common  Stock are  entitled to one vote for each
share held of record on all  matters  submitted  to a vote of the  stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available  therefor.  In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation  preference of any then outstanding preferred
stock,  if any.  Holders of Common  Stock have no right to convert  their Common
Stock into any other  securities.  The Common Stock has no  preemptive  or other
subscription  rights.  There  are no  redemption  or  sinking  fund  provisions
applicable to the Common Stock. All outstanding  shares of Common Stock are, and
the Common Stock to be  outstanding  upon  completion  of this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.

Preferred Stock

     The Board of Directors has the  authority,  without  further  action by the
stockholders,  to issue up to 50,000,000  shares of Preferred Stock,  $.OOO1 par
value, of which 2,000,0OO  shares have been designated as Series AA and of which
667,904  shares  of its AA  Preferred  Stock are  currently  issued  and  remain
outstanding.  The  Company  currently  has no  plans  to  issue  any  additional
preferred stock.  The Board of Directors of the Company has authority,  however,
to issue all or any portion of the  authorized but unissued  preferred  stock in
one  or  more  series  and  to  fix  the  rights,  preferences,  privileges  and
restrictions  thereof,  including  dividend rights,  conversion  rights,  voting
rights,  terms of  redemption,  liquidation  preference  and the  number  shares
constituting  any series at the  designation  of such  series.  The  issuance of
Preferred  Stock could  adversely  affect the voting  power of holders of Common
Stock and could have the effect of delaying, deferring or preventing a change in
control of the Company.

Trading Status

     The Company's Common Stock is traded in the Bulletin Board under the symbol
"DEBI".

Transfer Agent

     The  Transfer  Agent  for the  shares  of Common  Stock is  American  Stock
Transfer and Trust, 40 Wall Street. New York, New York 10005,  telephone number:
(718) 921-8327.

                                 LEGAL MATTERS

     Certain  legal  matters in  connection  with the  securities  being offered
hereby will be passed upon for the  Company by  Horwitz,  Cutler & Beam,  Irvine
California. Shareholders of Horwitz, Cutler & Beam are not the beneficial owners
of any of the Company's common stock.

                                       7


<PAGE>



                                    PART II

Item 3. Incorporation of Documents by Reference.

The  Registrant  incorporates  the  following  documents  by  reference  in  the
registration statement:

(a)  The  Company's  Annual  Report  on Form  1O-KSB  filed  for the year  ended
     December 31, 1994 and the Company's  Quarterly  Reports on Forms 1O-QSB for
     the quarters  ended March 31, 1995,  June 30, 1995 and  September 30, 1995;
     Current  Reports on Form 8-K dated June  30,1995,  July 21, 1995 and August
     30,  1995;  description  of the  Company's  Common  Stock  contained in the
     Company's Form 8-A dated October 19, 1990;

All other  documents  filed in the future by  Registrant  after the date of this
registration  Statement  under  section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  Registration  Statement  which  deregisters  the  securities  covered
hereunder  which remain unsold,  shall be deemed to be incorporated by reference
in this  Registration  Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

     The class of securities to be offered is registered  under Section 12(g) of
the  Securities  Exchange  Act  of  1934,  as  amended.  A  description  of  the
registrant's Securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Officers & Directors

     The Company's  Bylaws and the Nevada  General  Corporation  Law provide for
indemnification of directors and officers against certain liabilities.  Officers
and directors of the Company are indemnified generally against expenses actually
and  reasonably  incurred  in  connection  with  proceedings,  whether  civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty,  and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.

     The Company's Certificate of Incorporation further provides that a director
of the  Company  shall not be  personally  liable  for  monetary  damages to the
Company or its  shareholders  for breach of any  fiduciary  duty as a  director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its  stockholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
the unlawful  payments or dividends or stock  redemption  by the Company or (iv)
for any  transaction  from  which the  director  derives  an  improper  Personal
benefit.

Item 7.  Exemption form Registration Claimed

Inasmuch  as the  Consultant  who  received  the options of the  Registrant  was
knowledgeable,   sophisticated  and  had  access  to  comprehensive  information
relevant to the Registrant  such  transaction  was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.

                                       8




<PAGE>



Item 8. Exhibits

4(l) Management Consulting Agreement with Peter D. Bistrian Consulting, Inc.

4(2) Management Consulting Agreement with Robert C. Brehm Consulting, Inc.

4(3) Option Agreement with Peter D. Bistrian Consulting, Inc.

4(4) Option Agreement with Robert C. Brehm Consulting, Inc.

5    Opinion of  Horowitz,  Cutler & Beam,  consent  included,,  relating to the
     Issuance of the shares of securities pursuant to the Management  Consulting
     Agreement

23(1) Consent of Horowitz, Cutler & Beam.

23(2) Consent of KPMG Peat Marwick LLP.

Item 9. Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which  offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required by section  1O(a)(3)) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration   statement  including  (but  not  limited  to)  any
               addition or election of a managing underwriter.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered therein,  and the offering of such securities  offered at that
          time shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof,



                                       9

<PAGE>




(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is therefore,  unenforeceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant  in  the  successful  defense  of any  action,  suit  or
     proceeding) is asserted by such director,  officer or controlling person in
     connection  with the securities  being  registered,  the  registrant  will,
     unless in the  opinion  of its  counsel  that  matter  has been  settled by
     controlling  precedent,  submit to a court of appropriate  jurisdiction the
     question  whether such  indemnification  by it is against  public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.






                                       10

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this  registration  statement  in be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, NV, on December
  , 1995.



                                   DEBBIE REYNOLDS HOTEL & CASINO, INC.




                                   By:   /s/ Todd Fisher 
                                        --------------------------------
                                        Todd Fisher President

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
registration  statement  has been signed below by the  following  persons in the
capacities indicated on December    , 1995.





/s/ Debbie Reynolds    
------------------------                 
Debbie Reynolds                         Chairman of the Board


/s/ Todd Fisher                         President, Chief Executive Officer, 
------------------------                Chief Financial Officer & Director
Todd Fisher                            (Principal Executive Officer and 
                                        Principal Financial Officer)


                                       11
<PAGE>




                                 EXHIBIT (4)(1)


                         Managing Consulting Agreement
                                      with
                       Peter D. Bistrian Consulting, Inc.

<PAGE>

                       PETER D. BISTRIAN CONSULTING, INC.
                            One East Uwchlan Avenue
                                   Suite 109
                                Exton, PA 19341

                                December 7, 1995

Ms. Debbie Reynolds
Chairman
DEBBIE REYNOLDS HOTEL & CASINO, INC.
305 Convention Center Drive
Las Vegas, Nevada 89109


          RE: Management Consulting Agreement
              -----------------------------------

Dear Ms. Reynolds:

     Formalizing our earlier  discussions this is to acknowledge and confirm the
terms  of  our  Management  Consulting  Agreement  ("Consulting  Agreement")  as
follows:

     1.  Appointment of Peter D. Bistrian  Consulting,  Inc..  DEBBIE,  REYNOLDS
HOTEL & CASINO, INC. ("DEBI") hereby engages Peter D. Bistrian Consulting,  Inc.
("BISTRIAN")  and  BISTRIAN  hereby  agrees  to  render  services  to  DEBI as a
management consultant, strategic planner and advisor.

     2. Duties. During the term of this Agreement, BISTRIAN shall provide advice
to, undertake for and consult with the Company concerning management,  marketing
consulting,  strategic planning corporate organization and structure,  financial
matters  in  connection  with the  operation  of the  business  of the  Company,
expansion of services,  stockholder relations,  and shall review and advise DEBI
regarding its overall progress, needs and condition.  BISTRIAN agrees to provide
on a basis  the  following  enumerated  services  plus any  additional  services
contemplated thereby.

     (a)  The  implementation  of short range and long term  strategic  planning
          to fully  develop and enhance DEBI's assets,  resources,  products and
          services;

     (b)  Advise and  recommend  to DEBI  additional  services  relating  to the
          present business and services provided by DEBI as well as new products
          and services that may be provided by DEBI.

     3. The term of this Consulting Agreement shall be for an eight-month period
commencing on the date hereof.

<PAGE>


     4. Compensation. As compensation for its services hereunder, BISTRIAN shall
be issued  options (the  "Options")  to purchase up to 486,000  shares of Common
Stock, $.OOO1 par value (the "Shares"), of the Company exercisable at a price of
$0.75 per share.

     5. Purchase of Shares.  The exercise price for the Options shall be paid in
cash, and appropriate investment restrictions shall be noted against the Shares.

     6. Expenses.  BISTRIAN shall be entitled to  reimbursement  by DEBI of such
reasonable  out-of-pocket  expenses as BISTRIAN may incur in performing services
under this Consulting  Agreement.  Any significant expenses shall be approved in
advance in writing by DEBI.

     7. Registration.  DEBI agrees to provide BISTRIAN with registration  rights
at DEBI's cost and expenses and include,  the underlying  shares of Common Stock
in a registration  statement on Form S-8 to be filed by DEBI with the Securities
and Exchange  Commission within the proximate future,  provided that the Options
may not be exercised  prior to the  registration  statement being filed with the
SEC.

     8.  Confidentiality . BISTRIAN will not disclose to any other person,  firm
or  corporation,  nor use for its own benefit,  during or after the term of this
Consulting  Agreement,  any trade  secrets or other  information  designated  as
confidential  by DEBI  which  is  acquired  by  BISTRIAN  in the  course  of its
performing  services  hereunder.  (A trade secret is  information  not generally
known to the trade which gives DEBI an  advantage  over its  competitors.  Trade
secrets can include, by way of example,  products or services under development,
production methods and processes,  sources of supply,  customer lists, marketing
plans and information concerning the filing of pendency of patent applications).
Any financial advice tendered by BISTRIAN pursuant to this Consulting  Agreement
may not be disclosed  publicly in any manner without the prior written  approval
of BISTRIAN.

     9.  Indemnification.  DEBI agrees to indemnify and hold  BISTRIAN  harmless
from and  against  losses,  claims,  damages,  liabilities,  costs  or  expenses
(including reasonable attorneys' fees (collectively the "liabilities") joint and
several, arising out of the performance of this Consulting Agreement, whether or
not  BISTRIAN  is a party to such  dispute.  This  indemnity  shall  not  apply,
however,  and BISTRIAN shall  indemnify and hold DEBI, its  affiliates,  control
persons,   officers,   employees  and  agents  harmless  from  and  against  all
liabilities,   where  a  court  of   competent   jurisdiction   has  made  final
determination that BISTRIAN engaged in gross recklessness and willful misconduct
in the  performance  of its  services  hereunder  which gave rise to the losses,
claim, damage,  liability, cost or expense sought to be recovered hereunder (but
pending any such final  determination,  the  indemnification  and  reimbursement
provisions of this  Consulting  Agreement shall apply and DEBI shall perform its
obligations hereunder to reimburse BISTRIAN for its expenses.) The provisions of
this paragraph 8 shall survive the termination and expiration of this Consulting
Agreement.


<PAGE>


     10.  Independent  Contractor.  BISTRIAN  and DEBI hereby  acknowledge  that
BISTRIAN is an  independent  contractor.  BISTRIAN shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of DEBI.

     11.  Miscellaneous.  This Consulting  Agreement sets forth the entire under
standing of the parties  relating to the subject matter  hereof,  and supersedes
and cancels any prior communications,  understandings and agreements between the
parties. This Consulting Agreement cannot be modified or changed, nor can any of
its provisions be waived except by written agreement signed by a11 parties. This
Consulting  Agreement  shall be governed by the laws of the State of Nevada.  In
any event or any  dispute  as to the  terms of this  Consulting  Agreement,  the
prevailing  party in any litigation  shall be entitled to reasonable  attorney's
fees.

     Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed  copy of this letter where  provided and returning it to us
at your earliest convenience.


                                   Very truly yours,

                                   PETER D. BISTRIAN CONSULTING, INC.

                                   By:
                                        -----------------------------
                                   Its:
                                        -----------------------------

ACCEPTED AND AGREED TO as
of the   day of December 1995

DEBBIE REYNOLDS HOTEL & CASINO, INC.
By:
     -------------------------------
     Todd Fisher, President   



<PAGE>



                                 EXHIBIT (4)(2)

                         Managing Consulting Agreement
                                      with
                        Robert C. Brehm Consulting, Inc.


<PAGE>

                        ROBERT C. BREHM CONSULTING, INC.
                         6965 El Camino Real, Suite 105
                           Carlsbad, California 92009

                                December 7, 1995

Ms. Debbie Reynolds
Chairman
DEBBIE, REYNOLDS HOTEL & CASINO, INC. 
305 Convention Center Drive 
Las Vegas, Nevada 89109

          RE:      Management Consulting Agreement
                   -------------------------------

Dear Ms. Reynolds:

     Formalizing our earlier  discussions this is to acknowledge and confirm the
terms  of  our  Management  Consulting  Agreement  ("Consulting  Agreement")  as
follows:

     1. Appointment of Robert C. Brehm Consulting Inc..  DEBBIE REYNOLDS HOTEL &
CASINO, INC. ("DEBI") hereby engages Robert C. Brehm Consulting,  Inc. ("BREHM')
and BREHM hereby  agrees to render  services to DEBI as  management  consultant,
strategic planner and adviser.

     2. Duties.  During the term of this  Agreement,  BREHM shall provide advice
to, undertake for and consult with the Company concerning management,  marketing
consulting,  strategic planning corporate organization and structure,  financial
matters  in  connection  with the  operation  of the  business  of the  Company,
expansion of services,  stockholder relations,  and shall review and advise DEBI
regarding its over-all progress, needs and condition. BREHM agrees to provide on
a timely basis the following  enumerated  services plus any additional  services
contemplated thereby.

          (a)  The  implementation  of  short  range  and  long  term  strategic
               planning to fully develop and enhance DEBI's  assets,  resources,
               products and services;

          (b)  Advise and recommend to DEBI additional  services relating to the
               present  business  and  services  provided by DEBI as well as new
               products and services that may be provided by DEBI.

     3. Term. The term of this Consulting  Agreement shall be for an eight-month
period commencing on the date hereof

<PAGE>


     4. Compensation. As compensation for its services hereunder, BREHM shall be
issued  Options  (the  "Options")  to purchase  up to 264,000  shares of Common
Stock, $.OOO1 par value (the "Shares"), of the Company exercisable at a price of
$0.75 per share.

     5. Purchase of Shares
         The  exercise  price  for  the  Options  shall  be paid  in  cash,  and
appropriate investment restrictions shall be noted against the Shares.

     6.  Expenses.  BREHM  shall be entitled  to  reimbursement  by DEBI of such
reasonable  out of pocket  expenses  as BREHM may incur in  performing  services
under this Consulting  Agreement.  Any significant expenses shall be approved in
advance in writing by DEBI.

     7 Registration.  DEBI agrees to provide BREHM with  registration  rights at
DEBI's cost and expense;  and include the underlying shares of Common Stock in a
registration  statement on Form S-8 to be filed by DEBI with the  Securities and
Exchange  Commission within the proximate future,  provided that the Options may
not be exercised prior to the registration statement being filed with the SEC

     8.  Confidentiality.  BREHM will not disclose to any other person,  firm or
corporation,  nor use for its own  benefit,  during  or  after  the term of this
Consulting  Agreement,  any trade  secrets or other  information  designated  as
confidential  by DEBI which is acquired by BREHM in the course of its performing
services  hereunder.  (A trade secret is information  not generally known to the
trade which gives DEBI an  advantage  over its  competitors.  Trade  secrets can
include, by way of example,  products or services under development,  production
methods and processes,  sources of supply,  customer lists,  marketing plans and
information  concerning  the filing of  pendency  of patent  applications).  Any
financial advice tendered by BREHM pursuant to this Consulting Agreement may not
be disclosed publicly in any manner without the prior written approval of BREHM.

     9. Indemnification.  DEBI agrees, to indemnify and hold BREHM harmless from
and  against  all  losses,  claims,  damages,  liabilities,  costs  or  expenses
(including reasonable attorneys' fees (collectively the "Liabilities") joint and
several, arising out of the performance of this Consulting Agreement, whether or
not BREHM is a party to such dispute.  This indemnity shall not apply,  however,
and BREHM  shall  indemnify  and hold DEBI,  its  affiliates,  control  persons,
officers, employees and agents harmless from and against all liabilities,  where
a court of  competent  jurisdiction  has made a final  determination  that BREHM
engaged in gross  recklessness and willful  misconduct in the performance of its
services hereunder which gave rise to the losses, claim, damage, liability, cost
or  expense  sought  to be  recovered  hereunder  (but  pending  any such  final
determination,   the  indemnification  and  reimbursement   provisions  of  this
Consulting  Agreement  shall  apply  and  DEBI  shall  perform  its  obligations
hereunder to reimburse BREHM for its expenses.) The provisions of this paragraph
8 shall survive the termination and expiration of this Consulting Agreement.

<PAGE>


     10. Independent Contractor. BREHM and DEBI hereby acknowledge that BREHM is
an independent contractor. BREHM shall not hold itself out as, nor shall it take
any action from which others might infer, that it is a partner of, agent of or a
joint venturer of DEBI.

     11.  Miscellaneous.   This  consulting  Agreement  sets  forth  the  entire
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes and cancels any prior  communications,  understandings and agreements
between the parties.  This Consulting  Agreement  cannot be modified or changed,
not can any of its  provisions be waived except by written  agreement  signed by
all  parties.  This  Consulting  Agreement  shall be governed by the laws of the
State of Nevada.  In any event of any dispute as to the terms of this Consulting
Agreement,  the  prevailing  party  in  any  litigation  shall  be  entitled  to
reasonable attorneys' fees.

     Please confirm that the foregoing correctly sets forth our understanding by
signing the encloses  copy of this letter where  provided and returning it to us
at your earliest convenience.


                                   Very truly yours,

                                   PETER D. BISTRIAN CONSULTING, INC.

                                   By:
                                        -----------------------------
                                   Its:
                                        -----------------------------

ACCEPTED AND AGREED TO as
of the   day of December 1995

DEBBIE REYNOLDS HOTEL & CASINO, INC.
By:
     -------------------------------
     Todd Fisher, President   

<PAGE>



                                 EXHIBIT(4)(3)


                                OPTION AGREEMENT

<PAGE>

                               OPTION TO PURCHASE
                                  COMMON STOCK
                                       OF
                      DEBBIE REYNOLDS HOTEL & CASINO, INC.


     This is to certify that PETER D. BISTRIAN CONSULTING,  INC. ("Optionee") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
486,000  shares of  Common Stock,  $.OOO1  par value  per share  (the  "Common
Shares") of DEBBIE  REYNOLDS  HOTEL & CASINO,  INC., a Nevada  corporation  (the
"Company"),  from the  Company at the price per share and on the terms set forth
herein  and to  receive a  certificate  of the  Common  Shares so  purchased  on
presentation and surrender to the Company with the  subscription  form attached,
duly  executed and  accompanied  by payment of the purchase  price of each share
purchased  either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.

     The purchase rights  represented by this Option are exercisable  commencing
December 10, 1995 through and including  December 10, 1997 at a price per Common
Share of $0.75.

     Subject to the above  conditions,  the purchase rights  represented by this
Option are exercisable at the option of the registered  owner hereof in whole at
any time, or in part from time to time, within the period  specified;  provided,
however,  that such purchase  rights shall not be exercisable  with respect to a
fraction of a Common Share.  In case of the purchase of less than all the Common
Shares  purchasable  under this Option,  the Company shall cancel this Option on
surrender  hereof and shall  execute  and deliver a new Option of like tenor and
date for the balance of the shares purchasable hereunder.

     The Company  agrees at all times to reserve or hold  available a sufficient
number of Common  Stock to cover the number of shares  issuable  on  exercise of
this and all other Options of like tenor then outstanding.

     This Option  shall not entitle the holder  hereof to any voting  rights or
other rights as a stockholder  of the Company,  or to any other rights  whatever
except the rights herein  expressed and such as are set forth,  and no dividends
shall be payable or accrue in respect to this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.

     In the event that the outstanding  Common Shares hereunder are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another  corporation  by reason of  merger,  consolidation,  other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

                                       1

<PAGE>




     (a) The aggregate  number and kind of Common Shares subject to this Option,
shall be adjusted appropriately;

     (b) Rights  under  this  Option,  both as to the  number of subject  Common
Shares and the Option price, shall be adjusted appropriately; and

     (c) Where  dissolution  or  liquidation  of the  company  or any  merger or
combination  in which the Company is not a surviving  corporation  is  involved,
this Option shall terminate,  but the registered owner of this Option shall have
the  right,  immediately  prior  to such  dissolution,  liquidation,  merger  or
combination,  to  exercise  his Option in whole or in part to the extent that it
shall not have been exercised.

     The foregoing  adjustments and the application of  the foregoing provisions
may provide for the elimination of fractional share interests.

     The Option and all rights  hereunder shall not be  transferrable  otherwise
than by will or the laws of  descent  and  distribution  and  except to the sole
shareholder of Optionee.

     The Company  shall not be required to issue or deliver any  certificate  of
Common Shares  purchased on exercise of this Option or any portion thereof prior
to fulfillment of all the following conditions:

     (a) The  completion  of any  registration  or other  qualification  of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other government regulatory body which
is necessary;

     (b) The  obtaining of any approval or other  clearance  from any federal or
state government agency which is necessary.

     The Company agrees to file an appropriate  registration statement under the
Securities  Act of  1933 as  soon  as  practicable  in  order  to  register  the
underlying Common Shares under such Act.

     IN WITNESS  WHEREOF,  the  Company has caused this Option to be executed by
the signature of its duly authorized officer.

                                   DEBBIE REYNOLDS HOTEL & CASINO, INC.

                                        By: ______________________
                                            Todd Fisher, President
Dated:   December 5, 1995



<PAGE>


                               SUBSCRIPTION FORM


        (To be executed by the registered holder to exercise the rights
           to purchase Common Shares evidenced by the within Option).

Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 89109

The undersigned hereby irrevocably  subscribes for Common Shares pursuant to and
in accordance with the terms and conditions of this Option,  and hereunder makes
payment of  $_______________  therefor,  and requests that a certificate of such
Common Shares be issued in the name of the  undersigned  and be delivered to the
undersigned at the address stated below,  and if such number of shares shall not
be all of the shares purchasable hereunder,  that a new Option of like tenor for
the  balance of the  remaining  Common  Shares  purchasable  hereunder  shall be
delivered to the undersigned at the address stated below.

Dated: ____________________                    Signed: _____________________

                                               Address: ____________________

                                                        ____________________

                                                        ____________________
                    
                                       3

<PAGE>




                                 EXHIBIT (4)(4)

                                OPTION AGREEMENT
<PAGE>


                               OPTION TO PURCHASE
                                  COMMON STOCK
                                       OF
                      DEBBIE REYNOLDS HOTEL & CASINO, INC.

     This is to certify that ROBERT C. BREHM  CONSULTING,  INC.  ("Optionee") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
264,000 shares of Common Stock, $.0001 par value per share (the "Common Shares")
of DEBBIE REYNOLDS HOTEL & CASINO,  INC., a Nevada  corporation (the "Company"),
from the Company at the price per share and on the terms set forth herein and to
receive a  certificate  of the Common  Shares so purchased on  presentation  and
surrender to the Company with the subscription form attached,  duly executed and
accompanied by payment of the purchase price of each share  purchased  either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.

     The purchase rights  represented by this Option are exercisable  commencing
December 10, 1995 through and including  December 10, 1997 at a price per Common
Share of $0.75.

     Subject to the above  conditions,  the purchase rights  represented by this
Option are exercisable at the option of the registered  owner hereof in whole at
any time, or in part from time to time, within the period  specified;  provided,
however,  that such purchase  rights shall not be exercisable  with respect to a
fraction of a Common Share.  In case of the purchase of less than all the Common
Shares  purchasable  under this Option,  the Company shall cancel this option on
surrender  hereof and shall  execute  and deliver a new option of like tenor and
date for the balance of the shares purchasable hereunder.

     The Company  agrees at all times to reserve or hold  available a sufficient
number of Common  Shares to cover the number of shares  issuable  on exercise of
this and all other Options of like tenor then outstanding.

     This Option  shall not entitle  the holder  hereof to any voting  rights or
other rights as a stockholder  of the Company,  or to any other rights  whatever
except the rights herein  expressed and such as are set forth,  and no dividends
shall be payable or accrue in respect to this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.

     In the event that the outstanding  Common Shares hereunder are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another  corporation  by reason of  merger,  consolidation,  other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

                                       1

<PAGE>

     (a) The aggregate number and kind of Common,  Shares subject to this option
shall be adjusted appropriately;

     (b) Rights  under  this  Option,  both as to the  number of subject  Common
Shares and the Option price, shall be adjusted appropriately; and

     (c) Where  dissolution  or  liquidation  of the  company  of any  merger or
combination  in which the Company is not a surviving  corporation  is  involved,
this Option shall terminate,  but the registered owner of this Option shall have
the  right  immediately  prior  to  such  dissolution,  liquidation,  merger  or
combination,  to  exercise  his Option in whole or in part to the extent that it
shall not have been exercised.

     The foregoing  adjustments and the application of the foregoing  provisions
may provide for the elimination of fractional share interests.

     The Option and all rights  hereunder shall not be  transferrable  otherwise
than by will or the laws of  descent  and  distribution  and  except to the sole
shareholder of Optionee.

     The  Company  shall not be  required  to issue or deliver  any  certificate
Common Shares  purchased on exercise of this Option or any portion thereof prior
to fulfillment of all the following conditions:

     (a) The  completion  of any  registration  or other  qualification  of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other government regulatory body which
is necessary;

     (b) The  obtaining of any approval or other  clearance  from any federal or
state government agency which is necessary.

     The Company agrees to file an appropriate  registration statement under the
Securities  Act of  1933 as  soon  as  practicable  in  order  to  register  the
underlying Common Shares under such Act.


     IN WITNESS  WHEREOF,  the  Company has caused this Option to be executed by
the signature of its duly authorized officer.


                                   DEBBIE REYNOLDS HOTEL & CASINO, INC.

                                        By: ______________________
                                            Todd Fisher, President
Dated:   December 5, 1995

                                       2

<PAGE>



                               SUBSCRIPTION FORM


        (To be executed by the registered holder to exercise the rights
           to Purchase Common Shares evidenced by the within Option).


Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 99109

The undersigned hereby irrevocably  subscribes for Common Shares pursuant to and
in accordance with the terms and conditions of this Option,  and hereunder makes
Payment of $_________________  therefor,  and request that a certificate of such
Common Shares be issued in the name of the  undersigned  and be delivered to the
undersigned at the address stated below,  and if such number of shares shall not
be all of the shares purchasable hereunder,  that a new Option of like tenor for
the  balance of the  remaining  Common  Shares  Purchasable  hereunder  shall be
delivered to the undersigned at the address stated below.

Dated: ____________________                    Signed: _____________________

                                               Address: ____________________

                                                        ____________________

                                                        ____________________
                    
                                       3

<PAGE>



                                  EXHIBIT (5)

                 Opinion Of Horwitz, Cutler & Ream relating to
             issuance of shares of securities Pursuant to the above
                        Management Consulting Agreement

<PAGE>

                                 Law Office Of

                             HOROWITZ CUTLER & BEAM
                               Two Venture Plaza
                                   Suite 380
                            Irvine, California 92718
                                 (714) 453-0300
                                 (310) 842-8574
                              FAX: (714) 453-9416

Lawrence W. Horwitz, Esq.                              *Also Admitted in Texas
M. Richard Cutler, Esq.* 
Gregory B, Beam, Esq. 
Lawrence R. Bujold, Esq.
Lawrence M. Cron, Esq.
Iwona Alami, Esq. 
Dana  M. Strabic, Esq. 
Thomas A Zeigler, Esq. 
James M. Gilbert, Esq.

                         December 19, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 2O549



               Re:      DEBBIE REYNOLDS HOTEL & CASINO, INC.

Ladies and Gentlemen:

     This office  represents  DEBBIE  REYNOLDS  HOTEL & CASINO,  INC.,  a Nevada
corporation (the "Registrant") in connection with the registrant's  Registration
Statement  on Form S- 8 under  the  Securities  Act of 1933  (the  "Registration
Statement"),  which relates to the  registration of a total of 75O,O0O shares of
the registrant's  Common Stock issuable upon exercise of options issued to Peter
D.  Bistrian  Consulting,  Inc.  (an option to purchase  486,000  shares) and to
Robert C. Brehm  Consulting,  Inc.  (an option to purchase  264,000  shares) for
performance of certain  consulting and  management  services of the  "Registered
Securities").  In  connection  with our  representation,  we have  examined such
documents  and  undertaken  such further  inquiry as we consider  necessary  for
rendering the opinion hereinafter set forth.

     Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the  Registration  Statement,  will be legally issued,
fully paid and nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the  Prospectus  which  is a part  of the  Registrant's  Form  S-8  Registration
Statement relating to the Registered  Securities,  and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as  Exhibit 5 to the  Registration  Statement   and with such  state  regulatory
agencies  in such  states as may  require  such  filing in  connection  with the
registration of the Registered Securities for offer and sale in such states.

     
                                             HOROWITZ, CUTLER & BEAM



<PAGE>




                                  EXHIBIT (23.1)

                 Consent Of Horowitz, Cutler & Beam relating to
             issuance of shares Of Securities pursuant to the above
                        Management Consulting Agreements

<PAGE>

                        CONSENT OF HORWITZ, CUTLER & BEAM

     We hereby  consent to the use in the  Prospectus  constituting  part of the
Registration  Statement  on Form S-8 of our  opinion  dated  December  19,  1995
relating to the registration of the Securities,  as therein  defined,  of DEBBIE
REYNOLDS HOTEL & CASINO,  a Nevada  corporation,  which is attached as Exhibit 5
therein.

     December ____, 1995



                                             HOROWITZ, CUTLER & BEAM



<PAGE>



                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITOR

     We hereby consent to the use in the  Prospectus,  constituting  part of the
Registration Statement on Form S-8 of our report dated __________, 1995 relating
to the  financial  statements  of  DEBBIE  REYNOLDS  HOTEL &  CASINO,  which are
incorporated by reference therein.

     December __, 1995


                                             KMPG Peat Marwick LLP