EXHIBIT 4.01

                               18
<PAGE>

                     THIRTEENTH AMENDMENT TO
                        CREDIT AGREEMENT
          
          THIS  THIRTEENTH  AMENDMENT TO CREDIT AGREEMENT,  (this
"Thirteenth  Amendment") is made and dated as of August  8,  1997
among Rio Properties, Inc., a Nevada corporation (the "Company"),
Rio  Leasing,  Inc. ("Rio Leasing"; the Company and Rio  Leasing,
each a "Borrower" and collectively, the "Borrowers"), the several
financial  institutions  party  hereto  ("Banks"),  and  Bank  of
America National Trust and Savings Association, as agent for  the
Banks  (the "Agent") and amends the Credit Agreement dated as  of
July  15,  1993 among the Borrowers, the Banks and the Agent,  as
amended  by  a First Amendment to Credit Agreement  dated  as  of
October 25, 1993, a Second Amendment to Credit Agreement dated as
of  November 8, 1993, a Third Amendment to Credit Agreement dated
as  of  April  15,  1994, a Fourth Amendment to Credit  Agreement
dated  as  of  December  16, 1994, a Fifth  Amendment  to  Credit
Agreement dated as of March 20, 1995, a Sixth Amendment to Credit
Agreement  dated  as  of July 31, 1995, a  Seventh  Amendment  to
Credit  Agreement  dated  as  of  January  17,  1996,  an  Eighth
Amendment to Credit Agreement dated as of June 17, 1996, a  Ninth
Amendment  to Credit Agreement and Notes dated as of January  13,
1997,  a Tenth Amendment to Credit Agreement dated as of February
3,  1997, an Eleventh Amendment to Credit Agreement dated  as  of
May  13,  1997  and a Twelfth Amendment to Credit  Agreement  and
Waiver dated as of May 13, 1997 (as so amended, the "Agreement").

                            RECITALS
                                
          A.    The Company had previously notified the Agent and
the  Banks  that  it  intended to form a limited  partnership  to
acquire an approximate 60% ownership interest in the Seven  Hills
Golf Course.  The Company now desires to have Rio Development,  a
wholly-owned  Unrestricted Subsidiary of  the  Parent  Guarantor,
directly  acquire  100%  of the Seven  Hills  Golf  Course.   The
purchase  price for the Seven Hills Golf Course is  approximately
$17,000,000,  plus the assumption of approximately $6,000,000  in
existing  indebtedness secured by the Seven  Hills  Golf  Course.
Bank  of America National Trust and Savings Association has  also
made  a  $8,000,000 term loan to Rio Development and Rio  Resorts
for use in connection with the Seven Hills Golf Course.

          B.    In  connection with the Seven Hills Golf  Course,
the  Company has requested that the Agreement be amended  to  (i)
increase  the  permitted  investment  basket  (the  "SEVEN  HILLS
INVESTMENT  BASKET")  from $12,000,000 to $28,000,000  to  permit
such  acquisition and for additional improvements in Seven  Hills
Golf Course clubhouse and (ii) create a second basket (the "SEVEN
HILLS OPERATING EXPENDITURE BASKET") to enable the Parent

                                1
                                
<PAGE>

Guarantor and its Subsidiaries to pay up to $5,000,000  per  year
in operating expenses related to the Seven Hills Golf Course.

          C.    Separately,  the Company has also requested  that
the  Agreement  be  amended to: (i) increase the  annual  Capital
Expenditures basket from $7,500,000 to $10,000,000, (ii) increase
the  amount  of  Real Property acquisitions permitted  thereunder
from $35,000,000 to $40,000,000, and (iii) permit expending up to
$1,900,000   in  additional  Capital  Expenditures  towards   the
extension  of  Twain Avenue near the Property  and  for  planning
relating to the development of property no. 2.

          D.    The Agent and the Banks are willing to consent to
the foregoing and to so amend the Agreement, all on the terms and
conditions set forth herein.

          NOW,  THEREFORE,  for good and valuable  consideration,
the  receipt  and adequacy of which are hereby acknowledged,  the
parties hereby agree as follows:

          1.    TERMS.  All terms used herein shall have the same
meanings  as  in  the Agreement unless otherwise defined  herein.
All  references to the Agreement herein shall mean the  Agreement
as hereby amended.

          2.   AMENDMENTS TO AGREEMENT.  The Borrowers, the Banks
and  the  Agent  hereby agree that the Agreement  is  amended  as
follows:

          2.1  All references to the Seven Hills Venture L.P. are
deleted.

          2.2   The  following new definitions  are  inserted  in
proper  alphabetical order in Section 1.01 of  the  Agreement  as
follows:

               "'SEVEN   HILLS   OPERATING  EXPENDITURES'   means
          (without  duplication)  the aggregate  of  all  amounts
          directly or indirectly paid by the Parent Guarantor and
          its Subsidiaries and Unrestricted Subsidiaries, whether
          by   direct  payment,  dividend,  intercompany  charge,
          investment,  in  the  Ordinary Course  of  Business  or
          otherwise, for net operating expenses relating  to  the
          Seven Hills Golf Course."
          
               "'SEVEN HILLS OPERATING EXPENDITURE BASKET'  means
          $5,000,000  in  any calendar year; PROVIDED,  that  the
          Seven  Hills Operating Expenditure Basket for  calendar
          year 1997 shall be $2,500,000."
          
                                2
                                
<PAGE>

          2.3   The  definitions of "Seven Hills Venture  Basket"
and  "Seven  Hills Venture Basket Expenditures"  are  renamed  to
"Seven  Hills  Investment  Basket" and  "Seven  Hills  Investment
Expenditures,"  respectively, and are  amended  and  restated  in
their entirety as follows:

               "'SEVEN   HILLS  INVESTMENT  EXPENDITURES'   means
          (without  duplication) the aggregate of all investments
          directly or indirectly made by the Parent Guarantor and
          its  Subsidiaries and Unrestricted Subsidiaries in  the
          Seven  Hills Golf Course, including without  limitation
          for  the  acquisition thereof, all Capital Expenditures
          related   thereto  and  all  Indebtedness  assumed   or
          incurred in connection therewith."
          
               "'SEVEN    HILLS    INVESTMENT    BASKET'    means
          $28,000,000."
          
          2.4   The  definition is amended and  restated  in  its
entirety as follows:

               "'UNRESTRICTED SUBSIDIARIES' means Rio Development
          and Rio Resorts."
          
          2.5   Section  6.02(g) of the Agreement is amended  and
restated in its entirety as follows:

               "(g)   Concurrently  with  the  delivery  of   the
          financial  statements referred to in  Sections  6.01(a)
          and   (b),  a  written  report,  in  form  and   detail
          reasonably acceptable to the Agent, describing (i)  the
          status of the acquisition, development and operation of
          the  Seven  Hills Golf Course and (ii)  the  amount  of
          Seven  Hills  Investment Expenditures and  Seven  Hills
          Operating  Expenditures  made to  date  and  reasonably
          anticipated to be made."
          
          2.6   Section  7.01(m) of the Agreement (Limitation  on
Liens) is amended and restated in its entirety as follows:

               "(m) Liens on the Seven Hills Golf Course securing
          Indebtedness permitted by Section 7.05(i)."
          
          2.7   Section  7.04(d)  of  the  Agreement  (Loans  and
Investments) is amended and restated in its entirety as follows:

               "(d)  investments and operating expenses  relating
          to  the Seven Hills Golf Course; PROVIDED, that,  after
          giving  effect  thereto,  (i)  Seven  Hills  Investment
          Expenditures   shall  not  exceed   the   Seven   Hills
          Investment Basket, (ii) Seven Hills Operating
          
                                3
                                
<PAGE>

          Expenditures shall not exceed the Seven Hills Operating
          Expenditure  Basket and (iii) no Default  or  Event  of
          Default shall then exist or result therefrom; PROVIDED,
          FURTHER,  that no Loan Party shall cause or permit  Rio
          Development  to  own any assets other  than  the  Seven
          Hills  Golf Course or any other Unrestricted Subsidiary
          to own any assets."
          
          2.8   Section  7.05(i) of the Agreement (Limitation  on
Indebtedness)  is  amended and restated in its  entirety  as  two
subsections as follows:

               "(i) Indebtedness not exceeding $6,000,000 in  the
          aggregate  secured by a Lien on the  Seven  Hills  Golf
          Course  existing  at the time Rio Development  acquired
          the  Seven  Hills  Golf Course; PROVIDED,  that,  after
          giving   effect   thereto,   Seven   Hills   Investment
          Expenditures   shall  not  exceed   the   Seven   Hills
          Investment  Basket and no Default or Event  of  Default
          shall then exist or result therefrom; and
          
               "(j)  Additional  unsecured  Indebtedness  of  Rio
          Development and/or Rio Resorts not exceeding $8,000,000
          in  the  aggregate, the proceeds of which are  used  to
          acquire  or develop the Seven Hills Golf Course  or  to
          reimburse the Parent Guarantor and its Subsidiaries for
          acquiring  or  developing the Seven Hills Golf  Course;
          PROVIDED,  that,  after  giving effect  thereto,  Seven
          Hills  Investment  Expenditures shall  not  exceed  the
          Seven  Hills Investment Basket and no Default or  Event
          of Default shall then exist or result therefrom."
          
          2.9  Section 7.06 (Transactions With Affiliates) of the
Agreement  (Transactions With Affiliates) is amended by inserting
the following proviso at the end thereof before the period:

          "PROVIDED, HOWEVER, that the Parent Guarantor  and  its
          Subsidiaries   may   make   Seven   Hills    Investment
          Expenditures  and  Seven  Hills Operating  Expenditures
          PROVIDED  that, after giving effect thereto, (i)  Seven
          Hills  Investment  Expenditures shall  not  exceed  the
          Seven   Hills  Investment  Basket,  (ii)  Seven   Hills
          Operating Expenditures shall not exceed the Seven Hills
          Operating  Expenditure Basket and (iii) no  Default  or
          Event of Default shall then exist or result therefrom."
          
          2.10 Section 7.08(g) of the Agreement is deleted in its
entirety.

          2.11   Section   7.13   of   the   Agreement   (Capital
Expenditures) is amended and restated in its entirety as follows:

                                4
                                
<PAGE>

               "7.13  CAPITAL EXPENDITURES.  The Loan Parties and
          their    respective   Subsidiaries   and   Unrestricted
          Subsidiaries   shall  not  make,  or   become   legally
          obligated to make, and Capital Expenditures EXCEPT:
          
               "(a) Capital Expenditures in an fiscal year not in
          excess  of  the  SUM OF (i) $10,000,000 PLUS  (ii)  the
          amount,  if  any, by which $10,000,000 exceeds  Capital
          Expenditures  made  by  the  Loan  Parties  and   their
          combined  Subsidiaries  in  the  immediately  preceding
          fiscal    year;   PROVIDED,   HOWEVER,   that   Capital
          Expenditures shall not exceed $20,000,000 in any fiscal
          year;
          
               "(b)  acquisition  costs  of  Real  Property   not
          exceeding $40,000,000 in the aggregate;
          
               "(c)    Capital    Expenditures   not    exceeding
          $225,000,000  in  the  aggregate  for   the   Phase   5
          Expansion;
          
               "(d)  Capital Expenditures in connection with  the
          Seven  Hills Golf Course; PROVIDED, that, after  giving
          effect  thereto,  Seven  Hills Investment  Expenditures
          shall not exceed the Seven Hills Investment Basket  and
          no  Default  or  Event of Default shall then  exist  or
          result therefrom; and
          
               "(e) Capital Expenditures not exceeding $1,900,000
          in  the aggregate for the extension of Twain Avenue and
          for  planning relating to the development  of  property
          number 2."
          
          2.12   Schedule  5.19 is amended and  restated  in  its
entirety in the form of Schedule 5.19 hereto.

          2.13   Schedule 5.28 is amended by adding the  property
descriptions set forth in the form of Schedule 5.28 hereto.

          3.     REPRESENTATIONS AND WARRANTIES.   The  Borrowers
jointly  and  severally represent and warrant to  the  Banks  and
Agent:

          3.1    AUTHORITY.   The  Borrowers have  all  necessary
power and have taken all corporate action necessary to make  this
Thirteenth Amendment, the Agreement, and all other agreements and
instruments  to  which  they are a party executed  in  connection
herewith  and  therewith,  the valid and enforceable  obligations
they purport to be.

                                5
                                
<PAGE>

          3.2     NO  LEGAL  OBSTACLE  TO  THIRTEENTH  AMENDMENT.
Neither the execution of this Thirteenth Amendment, the making by
any  Borrower  of  any borrowings under the  Agreement,  nor  the
performance  of the Agreement by any Borrower has constituted  or
resulted  in  or  will constitute or result in a  breach  of  the
provisions of any contract to which any Borrower is a  party,  or
the violation of any law, judgment, decree or governmental order,
rule  or regulation applicable to any Borrower, or result in  the
creation  under  any  agreement or  instrument  of  any  security
interest, lien, charge, or encumbrance upon any of the assets  of
any  Borrower, except as permitted in the Agreement.  No approval
or  authorization of any governmental authority  is  required  to
permit the execution, delivery or performance by any Borrower  of
this  Thirteenth  Amendment, the Agreement, or  the  transactions
contemplated hereby or thereby, or the making of any borrowing by
any Borrower under the Agreement.

          3.3    INCORPORATION  OF CERTAIN REPRESENTATIONS.   The
representations  and warranties set forth in  Article  V  of  the
Agreement are true and correct in all respects on and as  of  the
date hereof as though made on and as of the date hereof.

          3.4    DEFAULT.  Except as waived hereby, no  Event  of
Default under the Agreement has occurred and is continuing.

          4.     CONDITIONS, EFFECTIVENESS.  The effectiveness of
this  Thirteenth Amendment shall be subject to the compliance  by
the  Borrowers with their agreements herein contained, and to the
delivery  of  the  following to the Agent in form  and  substance
satisfactory to the Agent:

          4.1   CORPORATE RESOLUTIONS.  A copy of a resolution or
resolutions  passed by the Board of Directors of  each  Borrower,
certified  by  the  Secretary or an Assistant Secretary  of  each
Borrower  as  being in full force and effect on the date  hereof,
authorizing  the  amendments  to  the  Agreement,  and  the  Loan
Documents  to which each is a party, and the execution,  delivery
and performance of this Thirteenth Amendment.

          4.2  AUTHORIZED SIGNATORIES.  A certificate, signed  by
the  Secretary  or an Assistant Secretary of each Borrower  dated
the  date  hereof, as to the incumbency of the person or  persons
authorized  to execute and deliver this Thirteenth Amendment  and
any  instrument or agreement required hereunder on behalf of  the
Borrowers.

          4.3   OTHER EVIDENCE.  Such other evidence with respect
to  the Loan Parties or any other person as the Agent or any Bank
may  reasonably  request  to establish the  consummation  of  the
transactions  contemplated hereby, the taking  of  all  corporate
action in connection with this Thirteenth Amendment, the

                                6         
                               
<PAGE>

Agreement  and  the Notes and the compliance with the  conditions
set forth herein.

          5.   MISCELLANEOUS.

          5.1   NO WAIVER.  This Thirteenth Amendment is specific
in  time and in intent and does not constitute, nor should it  be
construed  as,  a waiver of any other right, power  or  privilege
under  the  Loan  Documents, or under  any  agreement,  contract,
indenture,   document  or  instrument  mentioned  in   the   Loan
Documents;  nor  does  it preclude any exercise  thereof  or  the
exercise  of any other right, power or privilege, nor  shall  any
future   waiver  of  any  right,  power,  privilege  or   default
hereunder, or under any agreement, contract, indenture,  document
or  instrument  mentioned  in the Loan  Documents,  constitute  a
waiver  of any other default of the same or of any other term  or
provision.

          5.2   EFFECTIVENESS OF THE AGREEMENT.  Except as hereby
expressly  amended,  the  Agreement remains  in  full  force  and
effect, and is hereby ratified and confirmed in all respect.

          5.3   COUNTERPARTS.  This Thirteenth Amendment  may  be
executed  in  any  number  of  counterparts  and  all   of   such
counterparts taken together shall be deemed to constitute one and
the  same instrument.  This Thirteenth Amendment shall not become
effective until the Borrowers, the Banks and the Agent shall have
signed  a  copy  hereof,  and  the Parent  Guarantor  shall  have
consented  hereto, whether the same instrument  or  counterparts,
and the same shall have been delivered to the Agent.

          5.4   JURISDICTION.  This Thirteenth Amendment, and any
instrument or agreement required hereunder, shall be governed  by
and construed under the laws of the State of Nevada; provide that
the  Agent  and  the Banks shall retain all rights arising  under
Federal law.

          IN WITNESS WHEREOF, the parties hereto have caused this
Thirteenth Amendment to be duly executed and delivered as of  the
date first written above.

                                 
                                 RIO PROPERTIES, INC.
                                 RIO LEASING, INC.
                                                   
                                                   
                                 By:    /s/ Ronald J. Radcliffe
                                          Ronald J. Radcliffe
                                        Chief Financial Officer
                                  
                                  
(Signatures continue)

                                7
                                
<PAGE>
                              
                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as Agent
                                                  
                                                  
                              By:  
                                           Janice Hammond
                                           Vice President
                                                  
                                                  
                              
                              BANK OF AMERICA NATIONAL TRUST AND
                              SAVINGS ASSOCIATION, as a Bank
                                                  
                                                  
                              By:  
                                            Scott Faber
                                           Vice President
                                                  
                                                  
                              
                              WELLS FARGO BANK NATIONAL
                              ASSOCIATION
                                                  
                                                  
                              By:  
                              Title:               
                                                  
                                                  
                              
                              FIRST SECURITY BANK, N.A.
                                                  
                                                  
                              By:  
                              Title:               
                                                  
                                                  
                              
                              NBD BANK
                                                  
                                                  
                              By:  
                              Title:               
                                                  
                                                  
                              
                              SOCIETE GENERALE
                                                  
                                                  
                              By:  
                              Title:               
                                
                                
(Signatures Continue)

                                8
                                
<PAGE>

                              
                              U.S. BANK OF NEVADA
                                                  
                                                  
                              By:  
                              Title:               
                                                  
                                                  
                              
                              BANK OF SCOTLAND
                                                  
                                                  
                              By:  
                              Title:               
                                                   
                                                   
                              
                              PNC BANK, NATIONAL ASSOCIATION,
                              SUCCESSOR BY MERGER TO MIDLANTIC
                              BANK, N.A.
                                                  
                                                  
                              By:  
                              Title:               
                                                  
                                                  
                              
                              BANK OF HAWAII
                                                  
                                                  
                              By:  
                              Title:               
                                
                                9
                                
<PAGE>

                   CONSENT OF PARENT GUARANTOR
                    AND SUBSIDIARY GUARANTORS
                                
                                
          The  undersigned  Parent Guarantor,  as  party  to  the
Parent  Guaranty dated July 15, 1993, Cinderlane, Inc., as  party
to  a  Subsidiary Guaranty dated January 13, 1997, and HLG, Inc.,
Inc.,  as  party  to a Subsidiary Guaranty dated  May  13,  1997,
hereby  consent to the foregoing Thirteenth Amendment  to  Credit
Agreement dated as of August 8, 1997 and confirm that the  Parent
Guaranty  and each Subsidiary Guaranty remain in full  force  and
effect after giving effect thereto and represent and warrant that
there is no defense, counterclaim or offset of any type or nature
under the Parent Guaranty or either Subsidiary Guaranty.

Dated as of August 8, 1997


                                 
                                 RIO HOTEL & CASINO, INC.
                                 CINDERLANE, INC.
                                 HLG, INC.
                                                   
                                                   
                                 By:    /s/ Ronald J. Radcliffe
                                          Ronald J. Radcliffe
                                        Chief Financial Officer

                                1
                                
<PAGE>

                                                    SCHEDULE 5.19
                                              TO CREDIT AGREEMENT
                                                                 
<TABLE>
<CAPTION>
               SUBSIDIARIES AND OTHER INVESTMENTS
                                
PARENT:   RIO HOTEL AND CASINO, INC.


                        Jurisdiction                       Percentage
                          in Which           Direct            of
       PERSON            Organized           Owner         Ownership
                                  
                            SUBSIDIARIES
                                                             
<S>                    <C>               <C>                 <C>
                                                                 
Rio Properties, Inc.   Nevada            Parent Guarantor      100%
                                                                 
Rio Leasing, Inc.      Nevada            Parent Guarantor      100%
                                                                 
Cinderlane, Inc.       Nevada            Rio Properties        100%
                                                                 
HLG, Inc.              Nevada            Parent Guarantor      100%
                                  
                                  
                      UNRESTRICTED SUBSIDIARIES
                                                                 
Rio Development                                                  
Company, Inc.          Nevada            Parent Guarantor      100%
                                                                 
Rio Resort                                                       
Properties, Inc.       Nevada            Parent Guarantor      100%

</TABLE>
<PAGE>

                                                    SCHEDULE 5.28
                                              TO CREDIT AGREEMENT
                                                                 
                                                                 
           CINDERLANE PROPERTIES NOT PLEDGED TO BANKS
                                
                                
The following paragraph is added to Schedule 5.28:

  "In  addition to the real property listed above, real  property
  not  exceeding  $5,000,000  in  aggregate  value,  acquired  by
  Cinderlane pursuant to Section 7.13(b) of the Agreement  (which
  real  property  is  contiguous to, and/or to  be  developed  in
  conjunction  with, existing real property owned  by  Cinderlane
  or  the  Company)  will not be required to be  pledged  to  the
  Agent and the Banks."
  
<PAGE>