EXHIBIT 4.03

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                    RIO HOTEL & CASINO, INC.
                 (FORMERLY MARCOR RESORTS, INC.)

                1991 DIRECTORS' STOCK OPTION PLAN
                  AS AMENDED FEBRUARY 28, 1992;
                   AS AMENDED MARCH 28, 1995;
                AS AMENDED JANUARY 25, 1996; AND
             AS FURTHER AMENDED ON FEBRUARY 25, 1998


1.   PURPOSE

     The  Rio  Hotel & Casino, Inc. 1991 Directors' Stock  Option
Plan  (the  "Plan") is intended to promote the interests  of  Rio
Hotel  &  Casino,  Inc.  (formerly  MarCor  Resorts,  Inc.)  (the
"Company")  by encouraging members of the Board of  Directors  of
the  Company  (the  "Board")  who are  not  employed  as  regular
salaried  officers  or  employees  of  the  Company  (hereinafter
referred  to  as  "Non-Employee Directors"  or  "Optionees")  the
opportunity  to participate in a stock option plan  in  order  to
encourage Non-Employee Directors to take a long-term view of  the
affairs  of the Company to attract and retain new top-notch  Non-
Employee   Directors;  and  to  aid  in  rewarding   Non-Employee
Directors for their services to the Company.

2.   ADMINISTRATION

     The   Plan  shall  be  administrated  by  a  Committee  (the
"Committee")  of  not  less  than two directors  of  the  Company
selected  by,  and serving at the pleasure of,  its  Board.   The
Committee shall not have any discretion to determine or vary  any
matters  which  are fixed under the terms of the Plan  including,
without  limitation,  which  individuals  shall  receive   option
awards,  how many shares of the Company's stock shall be  subject
to  each  such  option award, what the exercise  price  of  stock
covered by an option shall be, and what means of payment shall be
acceptable.

     The   Committee  shall  have  the  authority  to   otherwise
interpret  the  Plan  and  make all determinations  necessary  or
advisable for its administration.

     The Committee's decisions under the Plan shall be subject to
the approval of the Board.

3.   ELIGIBILITY

     Only  Non-Employee Directors of the Company will be eligible
to be granted awards.

4.   STOCK SUBJECT TO THE PLAN

     The  stock  from which awards may be granted  shall  be  the
Company's,  $.01 par value, common stock ("Common Stock").   When
options  are  exercised, the Company may either issue  authorized
but  unissued  shares of Common Stock or transfer  issued  Common
Stock held in its treasury.  The total number of shares of Common
Stock  which  may  be granted as stock options shall  not  exceed
200,000.  If an option expires, or is otherwise terminated  prior
to  its  exercise,  the  Common  Stock  covered  by  such  option
immediately  prior to such expiration or other termination  shall
continue to be available for grant under the Plan.

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5.   GRANT AND AMOUNT OF OPTIONS

     The  date  of  the initial option grant for  a  Non-Employee
Director serving his or her term shall be the date upon which the
Plan  is  adopted by the Board for submission to the stockholders
for  approval.  The date of the initial grant for a  Non-Employee
Director commencing his or her term shall be the date that he  or
she is elected to the Board by the stockholders at any special or
annual  meeting.  The initial option grant shall be  to  purchase
20,000 shares of Common Stock (subject to adjustment pursuant  to
Section 7).

     All annual awards of options shall be granted on January, of
each year, with the first annual grant effective January 1, 1993.
Annual grants prior to January 1, 1996 will be to purchase  1,000
shares of Common Stock; and thereafter annual grants will  be  to
purchase  5,000  shares  of Common Stock (subject  to  adjustment
pursuant to Section 7).

6.   TERMS AND CONDITIONS OF OPTIONS

     Options  shall  be designated non-qualified options  or  not
qualified  as Incentive Stock Options under Section 422A  of  the
Internal Revenue Code of 1954, as amended (the "Code"), and shall
be  evidenced  by written instruments approved by the  Committee.
Such  instruments  shall  conform  to  the  following  terms  and
conditions.

     6.1. OPTION PRICE

          The option price shall be 100% of the fair market value
of  the  Common  Stock granted under the option on  the  date  of
grant.   For purposes of this section, the fair market value  per
share  shall be the last reported sale price of the Common  Stock
on  the  NASDAQ  National Market System, or on such  other  stock
exchange  that  the Common Stock may be listed from time-to-time,
(the "Reported Price") that day or, if no sale of Common Stock is
recorded  on  that day, then on the next preceding day  on  which
there  was  such a sale.  The option price shall be paid  (i)  in
cash, (ii) in shares of the Company's Common Stock having a  fair
market value equal to such option price or (iii) in a combination
of  cash  and Common Stock.  The fair market value of  shares  of
Common Stock delivered to the Company pursuant to the immediately
preceding  sentence  shall be determined  on  the  basis  of  the
Reported  Price on the day of exercise or, if there was  no  such
sale on the day of exercise, on the day next preceding the day of
exercise on which there was such a sale.

     6.2. EXERCISE AND TERM OF OPTIONS

          Each option shall be exercisable in full six months and
one  day  following  the later of either the  date  of  grant  or
stockholder approval of the Plan.

          Except  in  special  circumstances, each  option  shall
expire  the  later of the tenth anniversary of the  date  of  its
grant  or  three months after the Optionee ceases to serve  as  a
member of the Board.

          After  becoming  exercisable,  each  installment  shall
remain exercisable until expiration or termination of the option.
After  becoming  exercisable an option may be  exercised  by  the
Optionee  from time-to-time, in whole or part, up  to  the  total
number  of  shares with respect to which it is then  exercisable.
The  Committee  may provide that payment of the  option  exercise
price  may be made following delivery of the certificate for  the
exercised shares.

          Upon the exercise of a stock option, the purchase price
will  be  payable in full in cash or its equivalent  in  property
acceptable  to the Company.  In the discretion of the  Committee,
the purchase price may be

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paid  by the assignment and delivery to the Company of shares  of
Common  Stock or a combination of cash and such shares  equal  in
value  to  the  purchase price.  Any shares of  Common  Stock  so
assigned  and  delivered to the Company  in  payment  or  partial
payment of the purchase price will be valued at Fair Market Value
on  the exercise date. Upon the exercise of a non-qualified stock
option, the Optionee may (a) direct the Company to withhold  from
the  shares  of  Common Stock to be issued to  the  Optionee  the
number of shares necessary to satisfy the Company's obligation to
withhold  Federal taxes, such determination to be  based  on  the
shares' Fair Market Value on the date of exercise, (b) deliver to
the  Company  sufficient shares of Common Stock  to  satisfy  the
Company's  withholding obligations, based  on  the  shares'  Fair
Market  Value  as  of  the  date  of  exercise,  or  (c)  deliver
sufficient  cash  to  the  Company to  satisfy  its  Federal  tax
withholding  obligations.  Optionees who elect to use  the  stock
withholding  feature must make that election at the time  and  in
the manner prescribed by the Committee.

     6.3. TERMINATION OF DIRECTORSHIP

          If an Optionee ceases, other than by reason of death or
retirement after attaining the age of 72 years, to be elected  to
serve  on  the  Board, all options granted to such  Optionee  and
exercisable  on  the  date of termination of  Directorship  shall
expire on the earlier of (i) the tenth anniversary after the date
of  grant or (ii) three months after the day such Optionee's term
ends.

     6.4. EXERCISE UPON DEATH OF OPTIONEE

          If  an  Optionee dies, the option may be exercised,  to
the  extent of the number of shares that the Optionee could  have
exercised  on  the date of such death, if any, by the  Optionee's
estate,  personal representative or beneficiary who acquires  the
option by will or by the laws of descent and distribution.   Such
exercise may be made at any time prior to the earlier of (i)  the
tenth  anniversary  after the date of grant  or  (ii)  the  third
anniversary  of  such Optionee's death.  On the earlier  of  such
dates, the option shall terminate.  The Committee may approve all
cash  payments  to  the  estate of an Optionee  if  circumstances
warrant such a decision.

     6.5. EXERCISE UPON RETIREMENT OF OPTIONEE

          If  an  Optionee retires from the Board after attaining
the  age of 72 years, the option may be exercised, to the  extent
of the number of shares that the Optionee could have exercised on
the  date of such retirement, if any.  Such exercise may be  made
at  any  time  prior to the earlier of (i) the tenth  anniversary
after  the  date of grant or (ii) the third anniversary  of  such
Optionee's retirement.  On the earlier of such dates, the  option
shall terminate.

     6.6. ASSIGNABILITY

          No  option  or  other  right under  the  Plan  will  be
assignable or transferable by any Optionee except by will or  the
laws  of  the  descent and distribution, and no option  shall  be
exercisable  except  by  the Optionee  or  the  Optionee's  legal
representative.

          (a)   A  stock option shall not be assigned, alienated,
     pledged,  attached, sold, transferred or  encumbered  by  an
     Optionee  other than by will or by the laws of  descent  and
     distribution, or,

                 (i)  by  transfer  without consideration  by  an
          Optionee,  subject to such rules as the  Committee  may
          adopt  to  preserve the purposes of the Plan (including
          limiting  such transfers to transfers by Optionees  who
          are directors or executive officers of the Company), to

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                    (1)   a member of his or her Immediate Family
               (as defined),

                    (2)   a  trust solely for the benefit of  the
               Optionee and his or her Immediate Family, or

                    (3)  a partnership, limited liability company
               or  corporation  whose only partners,  members  or
               shareholders are the Optionee and/or  his  or  her
               Immediate Family Members;

     (each  transferee described in (I) is hereafter referred  to
     as a "Permitted Transferee"), provided that the Committee is
     notified  in advance in writing of the terms and  conditions
     of any proposed transfer intended to be described in (I) and
     it  determines that the proposed transfer complies with  the
     requirements   of   the  Plan  and  the  applicable   option
     agreement.   Any  purported assignment, alienation,  pledge,
     attachment,  sale,  transfer or encumbrance  that  does  not
     qualify  under  (I) shall be void and unenforceable  against
     the  Company.  For purposes of the Plan, "Immediate  Family"
     means, with respect to a particular Optionee, the Optionee's
     spouse,  children  or grandchildren (including  adopted  and
     step children and grandchildren).

          (b)   The terms of the stock option shall apply to  the
     beneficiaries,   executors   and   administrators   of   the
     Participant and of the Permitted Transferees of the Optionee
     (including  the  beneficiaries, executors and administrators
     of   the   Permitted  Transferees),  except  that  Permitted
     Transfers shall not transfer any stock option other than  by
     will or by the laws of descent and distribution.

          (c)   A  stock  option shall be exercised only  by  the
     Optionee  (or  his  or  her attorney in  fact  or  guardian)
     (including,  in  the  case  of a transferred  option,  by  a
     Permitted  Transferee), or, in the case  of  the  Optionee's
     death,   by   the   Optionee's  executor  or   administrator
     (including,  in  the case of a transferred  option,  by  the
     executor or administrator of the Permitted Transferee),  and
     no  shares  of Common Stock shall be issued by  the  Company
     unless  the  exercise of a stock option  is  accompanied  by
     sufficient  payment, as determined by the Company,  to  meet
     its withholding tax obligations on such exercise or by other
     arrangements  satisfactory to the Committee to  provide  for
     such payment.

7.   CAPITAL ADJUSTMENTS

     The  number  and price of shares of Common Stock covered  by
each award of options and the total number of shares that may  be
granted  under  the  Plan  shall be  proportionally  adjusted  to
reflect, as deemed equitable and appropriate by the Committee and
subject  to  any  required  action  by  stockholders,  any  stock
dividend or split, recapitalization, merger, consolidation, spin-
off,  reorganization, combination or exchange of shares or  other
similar corporate change.

8.   CHANGE OF CONTROL

     Notwithstanding the provisions of Section 7, in the event of
a change of control, all vesting on all unexercised stock options
will  accelerate to the change of control date. For  purposes  of
the Plan, a "Change of Control" of the Company shall be deemed to
have  occurred at such time as (a) any "person" (as term is  used
in Section 13(d) and 14(d) of the Securities Exchange Act of 1934
("Exchange Act")) becomes the "beneficial owner" (as defined  in
Rule  13d-3  under the Exchange Act), directly or indirectly,  of
securities  of  the Company representing 25.0%  or  more  of  the
combined  voting  power  of the Company's outstanding  securities
ordinarily having the right to vote at the election of directors;
or  (b)  individuals who constitute the Board on the date  hereof
(the  "Incumbent  Board") cease for any reason to  constitute  at
least a majority

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thereof,  provided that any person becoming a director subsequent
to  the  date hereof whose election was approved by  at  least  a
majority  of  the  directors comprising the Incumbent  Board,  or
whose  nomination for election was approved by a majority of  the
Board serving under an Incumbent Board, shall be, for purposes of
this clause (b), considered as if he or she were a member of  the
Incumbent Board; or (c) a merger, consolidation or sale of all or
substantially all the assets of the Company occurs,  unless  such
merger or consolidation shall have been affirmatively recommended
to  the  Company's  stockholders by a majority of  the  Incumbent
Board; or (d) a proxy statement is distributed soliciting proxies
from  stockholders  of  the Company by  someone  other  than  the
current management of the Company seeking stockholder approval of
a  plan or reorganization, merger or consolidation of the Company
with  one  or  more  corporations  as  a  result  of  which   the
outstanding  shares  of  the Company's  securities  are  actually
exchanged  for  or converted into cash or property or  securities
not  issued by the Company unless the reorganization,  merger  or
consolidation  shall have been affirmatively recommended  to  the
Company's stockholders by a majority of the Incumbent Board.

9.   APPROVALS

     The  issuance  of shares pursuant to this Plan is  expressly
conditioned  upon  obtaining  all necessary  approvals  from  the
Nevada  Gaming Commission, if any, and upon obtaining stockholder
approval of the Plan.

10.  EFFECTIVE DATE OF PLAN

     The  effective date of the Plan is September 5,  1991.   The
Plan will become effective as of that date provided that the Plan
receives  the  approval  of the holders  of  a  majority  of  the
outstanding  shares of Common Stock at the Company's 1992  Annual
Meeting of Stockholders.

11.  TERM: AMENDMENT OF PLAN

     This  Plan  shall  expire on September 5,  2001  (except  to
options  outstanding on that date). The Board may  terminate  the
Plan  at  any  time.  The Board may amend the Plan at  any  time;
provided, however, the provisions of Section 5 pertaining to  the
amount  of  options to be granted and the timing of  such  option
grants and the provisions of Section 6.1 pertaining to the option
price of the Common Stock under option shall not be amended  more
than once every six months other than to comport with changes  in
the  Code  or  the  regulations promulgated  thereunder.  Further
provided, however, that without the approval of the holders of  a
majority of shares of outstanding Common Stock; the total  number
of  shares that may be sold, issued or transferred under the Plan
may  not  be increased (except by adjustment pursuant to  Section
7); the provisions of Section 3 regarding eligibility may not  be
modified;  the  purchase price at which  shares  may  be  offered
pursuant  to  options  may not be reduced (except  by  adjustment
pursuant  to Section 7); and the expiration date of the Plan  may
not  be extended and no change may be made which would cause  the
Plan  not  to comply with Rule 16b-3 under the Exchange  Act,  as
amended   from  time  to  time.   No  action  of  the  Board   or
stockholders, however, may, without the consent of  an  Optionee,
alter   or  impair  such  Optionee's  rights  under  any   option
previously granted.

12.  WITHHOLDING TAXES

     The Company shall have the right to deduct withholding taxes
from any payments made pursuant to the Plan or to make such other
provisions  as it deems necessary or appropriate to  satisfy  its
obligations to withhold Federal, state or local income  or  other
taxes incurred by reason of payments or the issuance of shares of
Common Stock under the Plan.  Whenever under the Plan, shares  of
Common Stock are to be

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delivered  upon  exercise of an option, the  Committee  shall  be
entitled  to require as a condition of delivery that the Optionee
remit  an  amount  sufficient to satisfy all Federal,  state  and
other government withholding tax requirements related thereto.

13.  PLAN NOT A TRUST

     Nothing  contained in the Plan and no action taken  pursuant
to the Plan shall create or be construed to create a trust of any
kind,  or a fiduciary relationship, between the Company  and  any
Optionee,   the   executor,  administrator  or   other   personal
representative,  or designated beneficiary of such  Optionee,  or
any  other persons.  Any reserves that may be established by  the
Company in connection with the Plan shall continue to be part  of
the  general  funds  of the Company and no individual  or  entity
other  than  the Company shall have any interest  in  such  funds
until  paid  to  an  Optionee.  If and to  the  extent  that  any
Optionee  or  such  Optionee's executor, administrator  or  other
personal representative, as the case may be, acquires a right  to
receive  any payment from the Company pursuant to the Plan,  such
right  shall be no greater than the right of an unsecured general
creditor of the Company.

14.  NOTICES

     Each  Optionee  shall  be  responsible  for  furnishing  the
Committee with the current and proper address for the mailing  of
notices  and delivery of agreements, shares of Common  Stock  and
cash pursuant to the Plan.  Any notices required or permitted  to
be  given shall be deemed given if directed to the person to whom
addressed  at  such address and mailed by regular  United  States
mail, first-class and prepaid. If any item mailed to such address
is  returned as undeliverable to the addressee, mailing  will  be
suspended until the Optionee furnishes the proper address.   This
provision shall not be construed as requiring the mailing of  any
notice  or notification if such notice is not required under  the
terms of the Plan or any applicable law.

15.  SEPARABILITY OF PROVISIONS

     If  any  provision  of this Plan shall be  held  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall  not
affect  any  other  provisions hereof, and  this  Plan  shall  be
construed  and  enforced  as  if such  provisions  had  not  been
included.

16.  PAYMENT TO MINORS, ETC.

     Any  benefit  payable to or for the benefit of a  minor,  an
incompetent  person  or  other  person  incapable  of  receipting
therefor shall be deemed paid when paid to such person's guardian
or  to the party providing or reasonably appearing to provide for
the  care  of such person, and such payment shall fully discharge
the  Committee,  the  Company  and  other  parties  with  respect
thereto.

17.  HEADINGS AND CAPTIONS

     The  headings and captions herein are provided for reference
and  convenience only, shall not be considered part of the  Plan,
and shall not be employed in the construction of the Plan.

18.  CONTROLLING LAW

     This  Plan shall be construed and enforced according to  the
laws  of  the  State  of Nevada to the extent  not  preempted  by
Federal law, which shall otherwise control.

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