EXHIBIT 4.01


                             15

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                      ELEVENTH AMENDMENT TO
                        CREDIT AGREEMENT
                                
                                
           THIS  ELEVENTH  AMENDMENT TO  CREDIT  AGREEMENT  (this
"Eleventh Amendment") is made and dated as of May 13, 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  and  a  Tenth  Amendment to Credit Agreement  dated  as  of
February 3, 1997 (as so amended, the "Agreement").

                            RECITALS
                                
            A.     Rio   Development  Company,  Inc.,  a   Nevada
corporation, and wholly-owned subsidiary of the Parent Guarantor,
("Rio  Development") is forming Rio Golf Limited  Partnership,  a
Nevada  limited partnership to acquire, complete and  manage  the
Seven  Hills  golf  course, a golf course under  construction  in
Henderson,   Nevada  (the  "Seven  Hills  Venture  L.P.").    Rio
Development  will  be the sole general and the  managing  general
partner  of  Seven Hills Venture L.P. and will own an approximate
2% partnership interest therein.  Rio Resort Properties, Inc.,  a
Nevada  corporation, and wholly-owned subsidiary  of  the  Parent
Guarantor,  ("Rio Resorts") will own an approximate  58%  limited
partnership  interest  in  the Seven Hills  Venture  L.P.   These
partnership  interests will be the sole assets of Rio Development
and  Rio  Resorts.   The golf course is being acquired  from  the
existing  owners, a limited partnership, for a purchase price  of
approximately $9,000,000, plus the assumption of certain debt.

           B.    In anticipation of this acquisition, the Company
already  has made and may make up to $6,000,000 in the  aggregate
in  advances  to  a  general  partner  of  the  existing  limited
partnership  to  fund certain Capital Expenditures  at  the  golf
course.  Such advances will be applied towards the acquisition

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price  of  the  golf  course, and are  secured  by  the  existing
partnership interests of such existing partner.  The Company  has
requested  a  waiver of Section 7.04 of the Agreement  to  permit
such advances.

           C.    Following Seven Hills Venture L.P.'s acquisition
of  the  golf  course, Rio Development desires to  obtain  up  to
$12,000,000  in  financing outside the  Agreement  to  repay  the
Company  for  the  funds it advanced and  also  to  fund  certain
additional  Capital  Expenditures  at  the  golf  course.    This
financing  will be guarantied by the Company and Rio Resorts  and
may  be  secured by a pledge of the stock of Rio Development  and
Rio  Resorts, as well as the Seven Hills Venture L.P. partnership
interests  owned  by  Rio Development and Rio  Resorts.   In  the
aggregate,   the  Parent  Guarantor  and  its  Subsidiaries   and
Unrestricted   Subsidiaries  may  make  up  to   $12,000,000   in
investments  in  the  Seven  Hills Venture  L.P.,  including  the
purchase price for the golf course.

           D.    The Agent and the Banks are willing to agree  to
the  foregoing  transactions PROVIDED that Rio  Development,  Rio
Resorts  and  the  Seven  Hills  Venture  L.P.  shall  be  deemed
Unrestricted  Subsidiaries not included as Subsidiaries  for  any
purposes under the Agreement, and the Company's guaranty  of  the
financing referred to in Recital C above shall not be included in
the  Interest  Coverage Ratio unless and until such  guaranty  is
called upon.

           E.    The Borrowers also desire a Swing Line of up  to
$10,000,000  be  established as a sublimit within  the  Aggregate
Revolving  Commitment  to permit same-day  borrowings  under  the
Agreement,  and  bank  of  America  National  Trust  and  Savings
Association has agreed to be the Swing Line Bank, and  the  Banks
and the Agent are willing to create such a Swing Line.

          F.   The Parent Guarantor is creating a new Subsidiary,
HLG,  Inc., a Nevada corporation ("HLG") to provide out of  state
marketing  and collection services, and HLG has agreed to  pledge
substantially  all  of  its assets to  the  Agent,  to  become  a
guarantor and to have its stock is pledged to the Agent.

          G.   The Agent, the Banks, the Borrowers and the Parent
Guarantor desire to amend the Parent Guarantor Security Agreement
to have the Parent Guarantor pledge its stock in Rio Leasing upon
obtaining requisite regulatory approval and in HLG.

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

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           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  The definition of "Banks" in Section 1.01 of  the
Agreement is amended by inserting "and shall mean and include the
Swing Line Bank," after "pursuant to Section 10.08".

          2.2  The definition of "Funded Debt" in Section 1.01 of
the Agreement is amended by inserting the following at the end of
clause (a) therein:

          "PROVIDED, HOWEVER that the Company's obligations under
          the   Guaranty  Obligations  permitted  under   Section
          7.08(f) shall not be included in this definition unless
          and   until  a  demand  is  made  under  such  Guaranty
          Obligations  by  a  Person  entitled  to  make   demand
          thereunder,"
          
           2.3   The definition of "Interest Expense" in  Section
1.01  of  the Agreement is amended by inserting the following  at
the end of clause (a) therein:

          "PROVIDED,  HOWEVER,  that  the  Company's  obligations
          under  the Guaranty Obligations permitted under Section
          7.08(f) shall not be included in this definition unless
          and   until  a  demand  is  made  under  such  Guaranty
          Obligations  by  a  Person  entitled  to  make   demand
          thereunder,"
          
          2.4  The definition of "Loan Documents" in Section 1.01
of  the  Agreement  is  amended  by  inserting  "the  Swing  Line
Documents," after "the Collateral Documents,".

          2.5  The definition of "Obligations" in Section 1.01 of
the  Agreement  is  amended by inserting "the Swing  Line  Bank,"
after "the Banks,".

           2.6  The definition of "Subsidiary" in Section 1.01 of
the  Agreement  is amended by inserting "OTHER than  Unrestricted
Subsidiaries" after "other business entity".

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

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                "'HLG'  means HLG, Inc., a Nevada corporation,  a
          wholly-owned Subsidiary of the Parent Guarantor."

                "'RIGHTS OF OTHERS' means, as to any Property  in
          which  a Person has an interest, any legal or equitable
          right, title or other interest (other than a Lien) held
          by any other Person in that Property, and any option or
          right  held  by  any other Person to acquire  any  such
          right,  title  or  other  interest  in  that  Property,
          INCLUDING  any  option  or right  to  acquire  a  Lien;
          PROVIDED,  however,  that (a) any covenant  restricting
          the  use  or  disposition of Property  of  such  Person
          contained in any Contractual Obligation of such  Person
          and  (b) any provision contained in a contract creating
          a  right of payment or performance in favor of a Person
          that   conditions,   limits,   restricts,   diminishes,
          transfers or terminates such right, shall not be deemed
          to constitute a Rights of Others."

                "'RIO DEVELOPMENT' means Rio Development Company,
          Inc., a Nevada corporation, a wholly-owned Unrestricted
          Subsidiary of the Parent Guarantor."

                "'RIO RESORTS' means Rio Resort Properties, Inc.,
          a   Nevada  corporation,  a  wholly-owned  Unrestricted
          Subsidiary of the Parent Guarantor."

               "'SEVEN HILLS VENTURE BASKET' means $12,000,000."

                "'SEVEN HILLS VENTURE BASKET EXPENDITURES'  means
          (without  duplication)  the aggregate  of  the  amounts
          invested directly or indirectly by the Parent Guarantor
          and  its Subsidiaries and Unrestricted Subsidiaries  in
          the  Seven  Hills  Golf Course and/or the  Seven  Hills
          Venture  L.P., including without limitation all Capital
          Expenditures  funded by the Parent  Guarantor  and  its
          Subsidiaries    and   Unrestricted   Subsidiaries    in
          connection therewith, all amounts expended to  purchase
          the  Seven  Hills  Golf  Course  and  all  Indebtedness
          permitted by Section 7.05(i)."

                "'SEVEN HILLS GOLF COURSE' means the Seven  Hills
          Golf  Course,  a golf course in Henderson,  Nevada  and
          related equipment and fixtures."

               "'SEVEN HILLS VENTURE L.P.' means a Nevada limited
          partnership  owning,  completing  construction  of  and
          operating  the Seven Hills Golf Course,  of  which  Rio
          Development  is  the  approximate 2%  general  and  the
          managing partner, and Rio Resorts is an approximate 58%
          limited partner."

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                "'SWING LINE' means the revolving line of  credit
          established   as  a  sublimit  within   the   Aggregate
          Revolving Commitment by the Swing Line Bank in favor of
          Borrowers pursuant to Section 2.16."

                "'SWING LINE BANK' means Bank of America National
          Trust and Savings Association."

                "'SWING LINE DOCUMENTS' means the promissory note
          and  any other documents executed by Borrowers in favor
          of  the  Swing Line Bank in connection with  the  Swing
          Line."

                "'SWING LINE LOANS' means loans made by the Swing
          Line Bank to Borrowers pursuant to Section 2.16."

                "'SWING LINE OUTSTANDINGS' means, as of any  date
          of  determination, the aggregate principal Indebtedness
          of Borrowers on all Swing Line Loans then outstanding."

                  "'UNRESTRICTED    SUBSIDIARIES'    means    Rio
          Development,  Rio Resorts and the Seven  Hills  Venture
          L.P."

           2.8   Section 2.01(c) of the Agreement is amended  and
restated in its entirety as follows:

               "(c)  Each Bank severally agrees, on the terms and
          conditions  hereinafter set forth, to make Loans  (each
          such Loan, a "REVOLVING LOAN") to the Borrowers on  the
          Construction  Loan  Termination Date  in  an  aggregate
          principal  amount  not exceeding the amount  set  forth
          opposite  such Bank's name on SCHEDULE 2.01  under  the
          heading "revolving Commitment" (such amount as the same
          may be reduced pursuant to Section 2.05 or Section 2.07
          or  as a result of one or more assignments pursuant  to
          Section 10.08, such Bank's "REVOLVING COMMITMENT")  and
          thereafter to make Revolving Loans to the Borrowers  in
          an  amount not exceeding its Revolving Commitment  from
          time to time on any Business Day during the period from
          the Construction Loan Termination Date to the Revolving
          Termination Date; PROVIDED, HOWEVER, that, after giving
          effect  to any Borrowing of Revolving Loans,  (i)  each
          Bank's  Revolving Loans shall not exceed its  Available
          Revolving  Commitment, and (ii) the aggregate principal
          amount  of  all  outstanding Revolving Loans  PLUS  the
          aggregate   principal  amount   of   all   Swing   Line
          Outstandings  shall not exceed the Available  Aggregate
          Revolving Commitment.  Within the limits of each Bank's
          Revolving  Commitment, and subject to the  other  terms
          and conditions hereof, the Borrowers may borrow under

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          this Section 2.01, prepay pursuant to Section 2.06  and
          reborrow pursuant to this Section 2.01."

           2.9   A  new Section 2.16 is inserted in the Agreement
after Section 2.15 as follows:

               "2.16  SWING LINE.  (a)  The Swing Line Bank shall
          from  time to time until the Revolving Termination Date
          make  Swing Line Loans to Borrowers in such amounts  as
          Borrowers  may request, PROVIDED that (i) after  giving
          effect  to  such  Swing  Line  Loan,  the  Swing   Line
          Outstandings  do not exceed $10,000,000,  (ii)  without
          the consent of all of the Banks, no Swing Line Loan may
          be  made during the continuation of an Event of Default
          and  (iii) the Swing Line Bank has not given  at  least
          twenty-four  (24) hours prior notice to Borrowers  that
          availability  under  the Swing  Line  is  suspended  or
          terminated.   Borrowers may borrow, repay and  reborrow
          under this Section.  Unless notified to the contrary by
          the  Swing  Line Bank, borrowings under the Swing  Line
          may be made in amounts which are integral multiples  of
          $100,000  upon  telephonic  request  by  a  Responsible
          Officer  of Borrowers made to the Agent not later  than
          1:00  p.m., San Francisco time, on the Business Day  of
          the requested borrowing (which telephonic request shall
          be   promptly  confirmed  in  writing  by  telecopier).
          Promptly after receipt of such a request for borrowing,
          the  Agent shall provide telephonic verification to the
          Swing  Line  Bank  that, after giving  effect  to  such
          request,  availability  for  Loans  will  exist   under
          Section   2.01(c)  (and  such  verification  shall   be
          promptly  confirmed in writing by telecopier).   Unless
          notified  to the contrary by the Swing Line Bank,  each
          repayment  of a Swing Line Loan shall be in  an  amount
          which   is  an  integral  multiple  of  $100,000.    If
          Borrowers  instruct the Swing Line Bank  to  debit  its
          demand deposit account(s) at the Swing Line Bank or any
          of  its  Affiliates in the amount of any  payment  with
          respect  to a Swing Line Loan, or the Swing  Line  Bank
          otherwise  receives  repayment, after  3:00  p.m.,  San
          Francisco  time, on a Business Day, such payment  shall
          be deemed received on the next Business Day.  The Swing
          Line  Bank shall promptly notify the Agent of the Swing
          Line Outstandings each time there is a change therein.

                "(b)  Swing Line Loans shall bear interest  at  a
          fluctuating rate per annum equal to the Base Rate  PLUS
          (if  applicable) the Applicable Margin.  Interest shall
          be  payable  on  such dates, not more  frequently  than
          monthly, as may be specified by the Swing Line Bank and
          in any event on the Revolving Termination Date.  The

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          Swing  Line  Bank  shall be responsible  for  invoicing
          Borrowers  for such interest.  The interest payable  on
          Swing Line Loans is solely for the account of the Swing
          Line Bank (subject to subsection (d) below).

                "(c)  The  Swing Line Loans shall be  payable  on
          demand made by the Swing Line Bank and in any event  on
          the Revolving Termination Date.

                "(d)  Upon the making of a Swing Line Loan,  each
          Bank  shall be deemed to have purchased from the  Swing
          Line Bank a participation therein in an amount equal to
          that  Bank's  Commitment Percentage  of  the  Revolving
          Commitment  TIMES  the amount of the Swing  Line  Loan.
          Upon  demand  made by the Swing Line  Bank,  each  Bank
          shall,  according to its Commitment Percentage  of  the
          Commitment, promptly provide to the Swing Line Bank its
          purchase  price  therefor in an  amount  equal  to  its
          participation therein.  The obligation of each Bank  to
          so  provide its purchase price to the Swing  Line  Bank
          shall be absolute and unconditional (except only demand
          made  by the Swing Line Bank) and shall not be affected
          by  the  occurrence of a Default or Event  of  Default;
          PROVIDED  that no Bank shall be obligated  to  purchase
          its Commitment Percentage Share of (i) Swing Line Loans
          to  the  extent  that  Swing Line Outstandings  are  in
          excess of $10,000,000 and (ii) any Swing Line Loan made
          (absent  the  consent of all of the Banks)  during  the
          continuation  of an Event of Default.  Each  Bank  that
          has  provided to the Swing Line Bank the purchase price
          due  for  its  participation in Swing Line Loans  shall
          thereupon  acquire  a  pro rata participation,  to  the
          extent of such payment, in the claim of the Swing  Line
          Bank  against Borrowers for principal and interest  and
          shall   share,  in  accordance  with  that   pro   rata
          participation,  in  any  principal  payment   made   by
          Borrowers  with  respect  to  such  claim  and  in  any
          interest  payment  made  by Borrowers  (but  only  with
          respect  to  periods subsequent to the date  such  Bank
          paid  the  Swing  Line  Bank its purchase  price)  with
          respect to such claim.

               "(e) In the event that the Swing Line Outstandings
          are  in  excess of $5,000,000 on three (3)  consecutive
          Business  Days, then on the next Business  Day  (unless
          Borrowers  have made other arrangements  acceptable  to
          the   Swing   Line  Bank  to  reduce  the  Swing   Line
          Outstandings   below   $5,000,000),   Borrowers   shall
          requests  a Loan pursuant to Section 2.01(c) sufficient
          to reduce the Swing Line Outstandings below $5,000,000.
          In  addition, upon any demand for payment of the  Swing
          Line

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          Outstandings  by the Swing Line Bank (unless  Borrowers
          have  made  other arrangements acceptable to the  Swing
          Line Bank to reduce the Swing Line Outstandings to $0),
          Borrowers  shall  request a Loan  pursuant  to  Section
          2.01(c) sufficient to repay all Swing Line Outstandings
          (and, for this purpose, Section 2.03(a)(i)(A) shall not
          apply).   In  each case, the Agent shall  automatically
          provide  the  responsive Revolving Loans made  by  each
          Bank  to the Swing Line Bank (which the Swing Line Bank
          shall  then apply to the Swing Line Outstandings).   In
          the  event that Borrowers fail to request a Loan within
          the  time  specified by Section 2.03 or any such  date,
          the  Agent may, but is not required to, without  notice
          to  or  the consent of Borrowers, cause Revolving Loans
          to  be made by the Banks under the Revolving Commitment
          in  amounts  which are sufficient to reduce  the  Swing
          Line  Outstandings as required above.   The  conditions
          precedent set forth in Section 4.02 shall not apply  to
          revolving Loans to be made by the Banks pursuant to the
          three  preceding  sentences.   The  proceeds  of   such
          revolving  Loans shall be paid directly  to  the  Swing
          Line   Bank   for   application  to  the   Swing   Line
          Outstandings."

           2.10  Section 2.10(c) of the Agreement is  amended  by
inserting the following new sentence after the first sentence  as
follows:

          "For  purposes of computing the Commitment  fee,  Swing
          Line  Outstandings shall not be considered  utilization
          of the Available Revolving Commitment."

           2.11  Section 2.12(a) of the Agreement is  amended  by
inserting the following at the end of the first sentence:

          "(OTHER than payments with respect to Swing Line Loans,
          which  must  be  received by 3:00 p.m.), San  Francisco
          time,  on  the day of payment (which must be a Business
          Day)."

           2.12      Section 5.19 of the Agreement is amended and
restated in its entirety as follows:

               "5.19     SUBSIDIARIES AND OTHER INVESTMENTS.  The
          Parent   Guarantor  does  not  have  any  Subsidiaries,
          Unrestricted Subsidiaries or any equity investments  in
          any  other  corporation  or  entity  other  than  those
          specifically disclosed in SCHEDULE 5.19, in  each  case
          as  such  Schedule is updated from time to time  (which
          updates shall be deemed to update any previous Schedule

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<PAGE>

          from  the  date  received by the Agent without  further
          action by any party hereto)."

          2.13 Section 6.02 of the Agreement (Certificates; Other
Information)  is  amended  by  deleting  "and"  at  the  end   of
subsection (e), deleting the period at the end of subsection  (f)
and  inserting  ";  and" in lieu thereof,  and  inserting  a  new
subsection (g) 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 Seven Hills Venture L.P., (ii) the amount
          of  Seven  Hills Venture Basket Expenditures  made  and
          reasonably anticipated to be made, and (iii) the amount
          of cash, if any, distributed by the Seven Hills Venture
          L.P. to Rio Development or Rio Properties."

           2.14  Section 6.14 of the Agreement (New Subsidiaries)
is  amended by inserting the following at the end of the  proviso
to the first paragraph before the period:

          "PROVIDED,   FURTHER,  that  Unrestricted  Subsidiaries
          shall not be required to be Guarantors or to pledge any
          of  their assets, or to have any of their capital stock
          or other ownership interests pledged."

           2.15  Section  7.01 of the Agreement  (Limitations  on
Liens) is amended by deleting "and" at the end of subsection (k),
deleting the period at the end of subsection (1) and inserting ";
and"  in  lieu  thereof, and inserting a new  subsection  (m)  as
follows:

               "(m) Liens on the capital stock of Rio Development
          and   Rio  Resorts  and  their  respective  partnership
          interests  in  the  Seven Hills Venture  L.P.  securing
          Indebtedness permitted by Section 7.05(i),  and  Rights
          of  Others consisting of a partnership interest in  the
          Seven  Hills Venture L.P., or consisting of obligations
          of Rio Development or Rio Resorts to sell, or rights of
          other Persons to purchase, partnership interests in the
          Seven  Hills Venture L.P., which obligations or  rights
          were   created  substantially  concurrently  with   the
          acquisition of the partnership interests in  the  Seven
          Hills Venture L.P."

            2.16  Section  7.04  of  the  Agreement  (Loans   and
Investments)  is  amended  by  deleting  "and"  at  the  end   of
subsection (b), deleting the period at the end of subsection (c)

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and  inserting  ";  and" in lieu thereof,  and  inserting  a  new
subsection (d) as follows:

                     "(d)  investments  in Rio  Development,  Rio
          Resorts,  the  Seven Hills Venture L.P. and  the  Seven
          Hills  Golf Course; PROVIDED, that, after giving effect
          thereto,  the  Seven Hills Venture Basket  Expenditures
          would not exceed the Seven Hills Venture Basket and  no
          Default or Event of Default then exists or would result
          therefrom; PROVIDED, FURTHER, that no Loan Party  shall
          cause or permit any Unrestricted Subsidiary to own  any
          assets  other than the Seven Hills Venture L.P. or  the
          Seven Hills Golf Course."

           2.17  Section  7.05 of the Agreement  (Limitations  on
Indebtedness)  is  amended  by  deleting  "and"  at  the  end  of
subsection (g), deleting the period at the end of subsection  (h)
and  inserting  ";  and" in lieu thereof,  and  inserting  a  new
subsection (i) as follows:

                     "(i)  Indebtedness of Rio Development and/or
          Rio Resorts not exceeding $12,000,000 in the aggregate,
          the proceeds of which are used FIRST to repay all Seven
          Hills  Venture Basket Expenditures made by  the  Parent
          Guarantor   or   any  other  of  its  Subsidiaries   in
          connection  with the Seven Hills Venture L.P.  and  the
          Seven  Hills Golf Course, and SECOND to make additional
          investments in the Seven Hills Venture L.P.;  PROVIDED,
          that,  after  giving effect thereto,  the  Seven  Hills
          Venture Basket Expenditures would not exceed the  Seven
          Hills Venture Basket and no Default or Event of Default
          then exists or would result therefrom."

            2.18   Section  7.08  of  the  Agreement  (Contingent
Obligations)  is  amended  by  deleting  "and"  at  the  end   of
subsection (d), deleting the period at the end of subsection  (e)
and  inserting  ";" in lieu thereof, and inserting the  following
new subsections:

                     "(f)  Guaranty  Obligations of  the  Company
          and/or Rio Resorts with respect to Indebtedness of  Rio
          Development  and/or  Rio Resorts permitted  by  Section
          7.05(i); and

                       "(g)   Contingent   Obligations   of   Rio
          Development for the obligations of Seven Hills  Venture
          L.P.  in  its  capacity as a general partner  of  Seven
          Hills Venture L.P."

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

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                     "7.13      CAPITAL EXPENDITURES.   The  Loan
          Parties   and   their   respective   Subsidiaries   and
          Unrestricted  Subsidiaries shall not  make,  or  become
          legally  obligated  to  make, any Capital  Expenditures
          EXCEPT:

                     "(a) Capital Expenditures in any fiscal year
          not  in  excess of the SUM OF (i) $7,500,000 PLUS  (ii)
          the amount, if any, by which $7,500,000 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 $12,500,000 in any fiscal
          year;

                     "(b) acquisition costs of Real Property  not
          exceeding $35,000,000 in the aggregate;

                      "(c)  Capital  Expenditures  not  exceeding
          $225,000,000  in  the  aggregate  for   the   Phase   5
          Expansion; and

                     "(d) Capital Expenditures in connection with
          the  Seven Hills Venture L.P. and the Seven Hills  Golf
          Course;  PROVIDED, that, after giving  effect  thereto,
          the  Seven Hills Venture Basket Expenditures would  not
          exceed the Seven Hills Venture Basket and no Default or
          Event   of   Default  then  exists  or   would   result
          therefrom."

           2.20 Section 8.01(aa) of the Agreement is amended  and
restated in its entirety as follows:

                "(aa)      USE  OF DIVIDENDS BY PARENT GUARANTOR.
          Any dividends received by the Parent Guarantor from any
          other  Loan  Party as permitted by Section 7.12(c)  are
          not   promptly  (i)  used  to  make  required  interest
          payments on the Parent Senior Subordinated Notes as and
          when  due,  (ii) contributed to the Company,  or  (iii)
          used for operating expenses of the Parent Guarantor  in
          the Ordinary Course of Business;"

           2.21  Schedule  5.19 is amended and  restated  in  its
entirety in the form of Schedule 5.19 hereto.

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

                              -11-
<PAGE>

          3.1  AUTHORITY.  The Borrowers have all necessary power
and  have  taken  all  corporate action necessary  to  make  this
Eleventh  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.

           3.2  NO LEGAL OBSTACLE TO ELEVENTH AMENDMENT.  Neither
the  execution  of  this Eleventh Amendment, the  making  by  any
Borrower   of  any  borrowing  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  Eleventh  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.  No Event of Default under the Agreement
has occurred and is continuing.

           4.   CONDITIONS, EFFECTIVENESS.  The effectiveness  of
this Eleventh 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 Eleventh 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 Eleventh Amendment and any

                              -12-
<PAGE>

instrument  or  agreement required hereunder  on  behalf  of  the
Borrowers.

           4.3   FIRST  AMENDMENT  TO PARENT  GUARANTOR  SECURITY
AGREEMENT.   The  First  Amendment to Parent  Guarantor  Security
Agreement  substantially  in the form  of  EXHIBIT  4.3  to  this
Eleventh  Amendment, duly executed and delivered  by  the  Parent
Guarantor,   together  with  all  certificates  and   instruments
representing  the  Pledged Collateral for HLG and  undated  stock
transfer powers executed in blank.

           4.4  HLG GUARANTY.  The HLG Guaranty substantially  in
the form of EXHIBIT 4.4 to this Eleventh Amendment, duly executed
and delivered by HLG.

            4.5    HLG  SECURITY  AGREEMENT.   The  HLG  Security
Agreement  substantially  in the form  of  EXHIBIT  4.5  to  this
Eleventh  Amendment,  together  with  all  financing  statements,
certificates, assurances and other instruments as the Agent shall
have requested.

           4.6  OFFICER'S CERTIFICATE.  A certificate signed by a
Responsible Officer certifying that Section 5.13 of the Agreement
is  true  and  correct  after  giving  effect  to  this  Eleventh
Amendment.

          4.7  OTHER DOCUMENTS.  The Loan Parties shall have (and
shall  cause any of their respective Subsidiaries to have)  done,
executed, acknowledged, delivered, recorded, re-recorded,  filed,
re-filed, registered and re-registered, any and all such  further
acts,   deeds,   conveyances,  security  agreements,   Mortgages,
assignments,  estoppel  certificates,  financing  statements  and
continuations   thereof,   notices  of   assignment,   transfers,
certificates, assurances and other instruments as the Agent shall
have  requested  in order (i) to carry out more  effectively  the
purposes  of  this  Eleventh Amendment and (ii)  to  perfect  and
maintain the validity, effectiveness and priority of any  of  the
Collateral  Documents  and  the  Liens  intended  to  be  created
thereby.

           4.8  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 Eleventh Amendment, the Agreement
and  the  Notes and the compliance with the conditions set  forth
herein.

                              -13-
<PAGE>

          5.   MISCELLANEOUS.

           5.1  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 respects.

          5.2  WAIVERS.

                (a)   The  Banks and the Agent hereby  waive  any
violation  of  Section 7.04 of the Agreement resulting  from  the
advances  described  in  Recital B to  this  Eleventh  Amendment;
PROVIDED,  that,  after giving effect thereto,  the  Seven  Hills
Venture Basket Expenditures made by the Parent Guarantor and  its
Subsidiaries and Unrestricted Subsidiaries shall not  exceed  the
Seven  Hills  Venture  Basket and no other Default  or  Event  of
Default would result therefrom.

                (b)   This Eleventh 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.

           5.3   COUNTERPARTS.  This Eleventh  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 Eleventh 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 Eleventh 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.

                              -14-
<PAGE>

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

                                RIO PROPERTIES, INC.
                                RIO LEASING, INC.
                                        
                                        
                                By:     
                                    Ronald J. Radcliffe
                                    Chief Financial Officer
                                                    
                                                    
                                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:                 
                                    Jon Varnell
                                    Managing Director
                                                    
                                                    
                                WELLS FARGO BANK NATIONAL
                                ASSOCIATION
                                                    
                                                    
                                By:                 
                                Title:              
                                                    
                                                    
                                FIRST SECURITY BANK, N.A.
                                                    
                                                    
                                By:                 
(Signatures continue)           Title:              

                              -15-
<PAGE>

                                NBD BANK
                                                    
                                                    
                                By:                 
                                Title:              
                                                    
                                                    
                                SOCIETE GENERALE
                                                    
                                                    
                                By:                 
                                Title:              
                                                    
                                                    
                                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:              
                                
                              -16-
<PAGE>

                   CONSENT OF PARENT GUARANTOR
                    AND SUBSIDIARY GUARANTOR
                                
                                
                                
           The  undersigned Parent Guarantor,  as  party  to  the
Parent   Guaranty  dated  July  15,  1995,  and  the  undersigned
Subsidiary  Guarantor, as party to the Subsidiary Guaranty  dated
January  13,  1997,  hereby  consent to  the  foregoing  Eleventh
Amendment  to  Credit  Agreement dated as of  May  13,  1997  and
confirm  that the Parent Guaranty and 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  the
Subsidiary Guaranty.

Dated as of May 13, 1997


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

                              -17-
<PAGE>

                      TWELFTH AMENDMENT TO
                   CREDIT AGREEMENT AND WAIVER
                                
           THIS  TWELFTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
(this  "Twelfth Amendment") is made and dated as of May 13,  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 and an Eleventh Amendment to Credit Agreement dated as of
May 13, 1997 (as so amended, the "Agreement").

                             RECITAL
                                
           The  Borrowers  notified  the  Agent  that  its  total
leverage ratio, calculated in accordance with Section 8.01(y)  of
the  Agreement, was 4.98 to 1 for the fiscal quarter ending March
31,  1997.  Such Section requires that such ratio not exceed 4.75
to  1  for such fiscal quarter.  Accordingly, the Borrowers  have
requested,  and  the Agent and the Banks are  willing,  to  waive
Section  8.01(y) of the Agreement for the fiscal  quarter  ending
March  31, 1997 and to amend such section for the fiscal quarters
ending  June 30, 1997, September 30, 1997 and December 31,  1997,
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.

                               -1-
<PAGE>

          2.   AMENDMENTS TO AGREEMENT.  The Borrowers, the Banks
and  the Agent hereby agree that the table in Section 8.01(y)  of
the  Agreement  is  amended  by deleting  the  ratios  set  forth
opposite the fiscal quarters ending 6/30/97, 9/30/97 and 12/31/97
and inserting the following ratios in lieu thereof:

               FISCAL QUARTER ENDING    RATIO

                   "6/30/97           5.25:1.00
                    9/30/97           5.00:1.00
                   12/31/97           4.50:1.00"

           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
Twelfth  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.

           3.2   NO LEGAL OBSTACLE TO TWELFTH AMENDMENT.  Neither
the  execution  of  this Twelfth 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  Twelfth  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 Twelfth Amendment shall be subject to the compliance by the

                               -2-
<PAGE>

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 Twelfth 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 Twelfth 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 Twelfth Amendment, the Agreement
and  the  Notes and the compliance with the conditions set  forth
herein.

          5.   MISCELLANEOUS.

           5.1   WAIVER.   The Banks and the Agent  hereby  waive
compliance  with Section 8.01(y) of the Agreement for the  fiscal
quarter  ending  March  31,  1997.   This  Twelfth  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 respects.

           5.3   COUNTERPARTS.   This Twelfth  Amendment  may  be
executed in any number of counterparts and all of such

                               -3-
<PAGE>

counterparts taken together shall be deemed to constitute one and
the  same  instrument.  This Twelfth 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 Twelfth Amendment,  and  any
instrument or agreement required hereunder, shall be governed  by
and  construed  under the laws of the State of  Nevada;  provided
that  the  Agent  and the Banks shall retain all  rights  arising
under Federal law.

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

                              RIO PROPERTIES, INC.
                              RIO LEASING, INC.


                              By:  
                                   Ronald J. Radcliffe
                                   Chief Financial Officer

                              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:  
                                  Jon Varnell
                                  Managing Director

                              WELLS FARGO BANK NATIONAL
                              ASSOCIATION


                              By:  
(Signatures continue)         Title:

                              -4-
<PAGE>

                              FIRST SECURITY BANK, N.A.


                              By:  
                              Title:

                              NBD BANK


                              By:  
                              Title:

                              SOCIETE GENERALE


                              By:  
                              Title:

                              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:
                                
                              -5-
<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  a party to a Subsidiary Guaranty dated May  13,  1997,
hereby  consent  to  the foregoing Twelfth  Amendment  to  Credit
Agreement  dated as of May 13, 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 May 13, 1997

                               RIO HOTEL & CASINO, INC.
                               CINDERLANE, INC.
                               HLG, INC.


                               By:  
                                    Ronald J. Radcliffe
                                    Chief Financial Officer

                               -6-
<PAGE>