EXHIBIT 3.02
                                 
                                63

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                  AMENDED AND RESTATED BYLAWS
                               OF
                    RIO HOTEL & CASINO, INC.
                      A NEVADA CORPORATION
                 (AMENDED AS OF MARCH 20, 1997)
                                
                                
                            ARTICLE I
                             OFFICES
                                
     Section 1.     The  principal  office  of  this  corporation
shall be in the County of Clark, State of Nevada.

     Section 2.     The corporation may also have offices at such
other  places both within and without the State of Nevada as  the
Board  of  Directors  may  from time to  time  determine  or  the
business of the corporation may require.

                           ARTICLE II
                    MEETINGS OF STOCKHOLDERS
                                
     Section 1.     All annual meetings of the stockholders shall
be  held  at the principal office of the corporation or  at  such
other  place  within  or  without the  State  of  Nevada  as  the
directors  shall determine.  Special meetings of the stockholders
may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or  in  a
duly executed waiver of notice thereof.

     Section 2.     Annual meetings of the stockholders shall  be
held each year on a date and at a time designated by the Board of
Directors.   The date so designated shall be within  five  months
after  the  end of the fiscal year of the corporation and  within
fifteen  months  after  the last annual  meeting,  at  which  the
stockholders  shall  elect  by vote  a  Board  of  Directors  and
transact  such  other business as may properly be brought  before
the meeting.

     Section 3.     Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by
the  Articles of Incorporation may be called by the President  or
the  Secretary by resolution of the Board of Directors or at  the
request  in writing of one or more stockholders owning shares  in
the aggregate entitled to cast not less than 50% of the votes  at
the  meeting.   Such  request shall  state  the  purpose  of  the
proposed  meeting and shall be personally delivered  or  sent  by
registered  mail or by telegraph or other facsimile  transmission
to  the  Chairman of the Board, the President, Vice-President  or
the  Secretary  of  the Corporation.  The officer  receiving  the
request  shall  cause  notice  to  be  promptly  given   to   the
stockholders entitled to vote, in accordance with the  provisions
of Section 4 of this Article II.  If notice is not

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given  within  60  days  of the request, the  person  or  persons
requesting the meeting may, subject to any applicable federal  or
state  law including but not limited to federal securities  laws,
give  the  notice.  Nothing contained in this paragraph  of  this
Section 3 shall be construed as limiting, fixing or affecting the
time when a meeting of stockholders called by action of the Board
of Directors may be held.

     Section 4.     Notices  of meetings shall be in writing  and
signed  by the President or a Vice-President or the Secretary  or
an  Assistant Secretary or by such other person or persons as the
directors  shall designate.  Such notice shall state the  purpose
or  purposes for which the meeting is called and the time and the
place, which may be within or without this State, where it is  to
be  held.   A  copy  of  such notice shall  be  either  delivered
personally  to  or  shall  be mailed, postage  prepaid,  to  each
stockholder of record entitled to vote at such meeting  not  less
than  ten  nor  more  than sixty days before  such  meeting.   If
mailed,  it shall be directed to a stockholder at his address  as
it  appears  upon the records of the corporation  and  upon  such
mailing of any such notice, the service thereof shall be complete
and  the time of the notice shall begin to run from the date upon
which  such  notice is deposited in the mail for transmission  to
such  stockholder. Personal delivery of any such  notice  to  any
officer  of a corporation or association, or to any member  of  a
partnership  shall  constitute delivery of such  notice  to  such
corporation,  association or partnership.  In the  event  of  the
transfer  of stock after delivery of such notice of and prior  to
the  holding of the meeting it shall not be necessary to  deliver
or mail notice of the meeting to the transferee.

     Section 5.     The  notice of any meeting at which directors
are  to  be  elected  shall include the name of  any  nominee  or
nominees  whom, at the time of the notice, management intends  to
present for election.

     Section 6.     An affidavit of the mailing or other means of
giving any notice of any stockholders' meeting may be executed by
the  Secretary, Assistant Secretary, or any Transfer Agent of the
Corporation giving the notice, and shall be filed and  maintained
in the minute book of the Corporation.

     Section 7.     Business transacted at any special meeting of
stockholders  shall  be  limited to the purposes  stated  in  the
notice.

     Section 8.     The holders of a majority of the stock issued
and  outstanding and entitled to vote thereat, present in  person
or  represented  by  proxy,  shall constitute  a  quorum  at  all
meetings  of  the  stockholders for the transaction  of  business
except  as  otherwise provided by statute or by the  Articles  of
Incorporation.  If, however, such quorum shall not be present  or
represented  at any meeting of the stockholders, the stockholders
entitled  to  vote thereat, present in person or  represented  by
proxy, shall have power to adjourn the meeting from time to time,
without  notice other than announcement at the meeting,  until  a
quorum shall be present or represented and in the absence of such
a quorum, no other business may be transacted.

     Section 9.     When  any   meeting  of stockholders,  either
annual  or special, is adjourned to another time or place, notice
may  not be given of the adjourned meeting if the time and  place
are  announced  at a meeting at which the adjournment  is  taken,
unless  a new record date for the adjourned meeting is fixed,  or
unless the adjournment is for more than 45 days from the date set

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for  the  original meeting, in which case the Board of  Directors
shall  set  a  new  record date.  Notice of  any  such  adjourned
meeting,  if  required,  shall be given to  each  stockholder  of
record  entitled to vote at the adjourned meeting  in  accordance
with  the  provisions of Section 4 of this Article  II.   At  any
adjourned  meeting  at  which  a  quorum  shall  be  present   or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 10.    When  a  quorum is present or represented  at
any  meeting, the vote of the holders of a majority of the  stock
having  voting  power present in person or represented  by  proxy
shall  be sufficient to elect directors or to decide any question
brought  before  such meeting, unless the question  is  one  upon
which by express provision of the statutes or of the Articles  of
Incorporation,  a different vote is required in which  case  such
express  provision shall govern and control the decision of  such
question.

     Section 11.    Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for
each  share  of stock standing in his name on the  books  of  the
corporation.   Upon the demand of any stockholder, the  vote  for
directors and the vote upon any question before the meeting shall
be by ballot.

     Section 12.    At  any  meeting   of  the  stockholders  any
stockholder  may  be represented and vote by a proxy  or  proxies
appointed  by  an instrument in writing.  In the event  that  any
such instrument in writing shall designate two or more persons to
act  as  proxies,  a  majority of such  persons  present  at  the
meeting,  or, if only one shall be present, then that  one  shall
have and may exercise all of the powers conferred by such written
instrument  upon  all  of the persons so  designated  unless  the
instrument  shall  otherwise  provide.   No  proxy  or  power  of
attorney  to  vote  shall be used to vote at  a  meeting  of  the
stockholders  unless it shall have been filed with the  secretary
of  the meeting when required by the inspectors of election.  All
questions regarding the qualification of voters, the validity  of
proxies and the acceptance or rejection of votes shall be decided
by  three  inspectors of election who shall be appointed  by  the
Board of Directors, or if not so appointed, then by the presiding
officer of the meeting.

          The inspectors of election shall:

          (a)  Determine the number of shares outstanding and the
     voting power of each, the shares represented at the meeting,
     the  existence of a quorum, and the authenticity,  validity,
     and effect of proxies;
     
          (b)  Receive votes, ballots, or consents;
     
          (c)  Hear and determine all challenges and questions in
     any way arising in connection with the right to vote;
     
          (d)  Count and tabulate all votes or consents;
     
          (e)  Determine when the poles shall close;
     
          (f)  Determine the results; and
     
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          (g)  Do  any  other acts that may be proper to  conduct
     the election or vote with fairness to all stockholders.
     
     Section 13.    Any action which may be taken by the vote  of
the  stockholders at a meeting may be taken  without a meeting if
authorized  by  the  written consent of stockholders   holding at
least  a   majority of the voting power, unless the provisions of
the  statutes  or  of  the  Articles of  Incorporation require  a
greater  proportion of voting power to  authorize such  action in
which  case such greater proportion of written consents shall  be
required.

     Section 14.    The   transactions   of   any    meeting   of
stockholders,  either  annual  or  special,  however  called  and
noticed, and wherever held, shall be as valid as though had at  a
meeting  duly held after regular call and notice, if a quorum  be
present  either in person or by proxy, and if, either  before  or
after  the  meeting, each person entitled to vote,  who  was  not
present  in person or by proxy, signs a written waiver of  notice
or  a consent to a holding of the meeting, or an approval of  the
minutes.  The waiver of notice of consent need not specify either
the  business  to be transacted or the purpose of any  annual  or
special meeting of stockholders.  All such waivers, consents,  or
approvals  shall be filed with the corporate records  or  made  a
part of the minutes of the meeting.  Attendance by a person at  a
meeting shall also constitute a waiver of notice of that meeting,
except  when the person objects, at the beginning of the meeting,
to  the  transaction of any business because the meeting  is  not
lawfully  called  or convened, and except that  attendance  at  a
meeting  is  not  a  waiver  of  any  right  to  object  to   the
consideration  of matters required by law to be included  in  the
notice of the meeting, but not so included, if that objection  is
expressly made at the meeting.

                           ARTICLE III
                            DIRECTORS
                                
     Section 1.     The  business  of  the corporation  shall  be
managed  by  its Board of Directors which may exercise  all  such
powers  of the corporation and do all such lawful acts and things
as  are not by statute or by the Articles of Incorporation or  by
these Bylaws directed or required to be exercised or done by  the
stockholders.

     Section 2.     The   number   of   directors   which   shall
constitute  the  whole board shall be six  (6).   The  number  of
directors  may  from time to time be increased  or  decreased  by
action  of  the Board of Directors to not less than one  (1)  nor
more than ten (10).  Directors need not be stockholders.

     Section 3.     The corporation shall have two (2) categories
of  Directors  entitled "A" and "B."  Each category of  Directors
shall include a minimum of one-third (1/3) of the entire Board of
Directors.  The term of each Director in category A shall  expire
in the even numbered year following election and the term of each
Director  in  Category B shall expire in the  odd  numbered  year
following  election.  Upon a Director's initial election  to  the
Board,  the Board shall designate the category of such  Director.
The  expiration  of  the  term of office  of  Directors  in  each
category shall be that set forth below.

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       CATEGORY      TERM EXPIRES
               
           A         1998 and each even numbered year thereafter
                 
           B         1999 and each odd numbered year thereafter
                 
           Each category of Directors  shall  be  elected at  the    
annual meeting of stockholders for the year in which the term  of     
each respective category expires.  Except as provided in  Section    
4 of this Article, each Director shall serve until his  successor     
shall have been elected or qualified, provided that in the  event    
of failure to hold the annual meeting or to hold such election at   
such annual meeting,  the  election  may  be  held at any special    
meeting of the stockholders called for that purpose.

     Section 4.     Vacancies in the Board of Directors including
those  caused by an increase in the number of directors,  may  be
filled by a majority of the remaining directors, though less than
a  quorum, or by a sole remaining director, and each director  so
elected  shall hold office until his successor is elected  at  an
annual or a special meeting of the stockholders.  The holders  of
two-thirds  of the outstanding shares of stock entitled  to  vote
may  at any time peremptorily terminate the term of office of all
or  any  of  the directors by vote at a meeting called  for  such
purpose or by a written statement filed with the secretary or, in
his  absence,  with  any other officer.  Such  removal  shall  be
effective  immediately,  even  if  successors  are  not   elected
simultaneously  and  the  vacancies on  the  Board  of  Directors
resulting therefrom shall be filled only by the stockholders.

           A vacancy or vacancies in the Board of Directors shall
be  deemed to exist in case of the death, resignation or  removal
of  any  directors, or if the authorized number of  directors  be
increased,  or  if the Board of Directors by resolution  declares
vacant  the  office of director who has been declared of  unsound
mind by an order of the court or if the stockholders fail at  any
annual  or special meeting of stockholders at which any  director
or  directors are elected to elect the full authorized number  of
directors to be voted for at that meeting.

           The stockholders may elect a director or directors  at
any  time  to  fill any vacancy or vacancies not  filled  by  the
directors.  If the Board of Directors accepts the resignation  of
a director tendered to take effect at a future time, the Board or
the  stockholders shall have power to elect a successor  to  take
office when the resignation is to become effective.

           No  reduction  of the authorized number  of  directors
shall  have  the  effect of removing any director  prior  to  the
expiration of his term of office.

                           ARTICLE IV
               MEETINGS OF THE BOARD OF DIRECTORS
                                
     Section  1.    Regular  meetings  of the Board of  Directors
shall be held at any place within or without the State which  has
been  designated from time to time by resolution of the Board  or
by  written consent of all members of the Board.  In the  absence
of  such  designation  regular meetings  shall  be  held  at  the
principal  office of the corporation.  Special  meetings  of  the
Board may be held

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either at a place so designated or at the principal office.   Any
meeting,  regular or special, may be held by conference telephone
network  or  similar communications method by which  all  persons
participating in the meeting can hear each other.

     Section 2.     The first meeting of each newly elected Board
of  Directors  shall be held at any place within or  without  the
State  which has been designated from time to time by  resolution
of  the  Board or by written consent of all members of the Board.
In the event such meeting is not so held, the meeting may be held
at such time and place as shall be specified in a notice given as
herein provided for special meetings of the Board of Directors.

     Section 3.     Regular  meetings  of the Board of  Directors
may be held without call or notice at such time and at such place
as  shall from time to time be fixed and determined by the  Board
of Directors.

     Section 4.     Special  meetings  of the Board of  Directors
may  be  called by the Chairman or the President or by any  Vice-
President or by any two directors.

           Written  notice  of  the  time  and  place  of special 
meetings shall  be delivered personally to each director, or sent 
to  each  director  by  mail  or  by  other   form   of   written 
communication, charges  prepaid,  addressed to him at his address 
as it is  shown upon the records or is not readily ascertainable, 
at the place in which the meetings of the directors are regularly 
held.  In  case  such  notice  is mailed or telegraphed, it shall 
be deposited  in  the  United States  mail  or  delivered  to the 
telegraph company  at  least forty-eight (48) hours  prior to the 
time of the holding  of the meeting.   In  case  such  notice  is 
delivered as above provided,  it  shall  be so delivered at least 
twenty-four (24) hours prior to the   time   of  the  holding  of  
the  meeting.   Such  mailing, telegraphing  or delivery as above 
provided  shall  be  due,  legal  and  personal  notice  to  such 
director.

     Section 5.     Notice  of  the time and place of holding  an
adjourned  meeting need not be given to the absent  directors  if
the  time and place be fixed at the meeting adjourned and  unless
the  meeting is adjourned for more than 24 hours, in  which  case
notice  of the time and place shall be given before the  time  of
the  adjourned meeting, in the manner specified in Section  4  of
Article IV, to the directors who were not present at the time  of
the adjournment.

     Section 6.     The transactions of any meeting of the  Board
of  Directors, however called and noticed or wherever held, shall
be  as  valid as though had at a meeting duly held after  regular
call and notice, if a quorum be present, and if, either before or
after  the  meeting, each of the directors not  present  signs  a
written  waiver of notice, or a consent to holding such  meeting,
or  an  approval  of  the  minutes thereof.   All  such  waivers,
consents  or approvals shall be filed with the corporate  records
or made a part of the minutes of the meeting.

     Section 7.     A   majority  of  the   authorized  number of
directors  shall  be necessary to constitute  a  quorum  for  the
transaction   of  business,  except  to  adjourn  as  hereinafter
provided.   Every act or decision done or made by a  majority  of
the directors present at a meeting duly held at which a quorum is
present  shall be regarded as the act of the Board of  Directors,
unless a greater number be required by law or by the Articles  of
Incorporation.   Any  action of a majority,  although  not  at  a
regularly called meeting, and the record thereof, if assented  to
in writing by all of the

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other members of the Board shall be as valid and effective in all
respects as if passed by the Board in regular meeting.

     Section 8.     A  quorum  of the directors may  adjourn  any
directors  meeting  to  meet again at  a  stated  day  and  hour;
provided, however, that in the absence of a quorum, a majority of
the directors present at any directors meeting, either regular or
special,  may adjourn from time to time until the time fixed  for
the next regular meeting of the Board.

                            ARTICLE V
                     COMMITTEES OF DIRECTORS
                                
     Section 1.     The  Board  of Directors may,  by  resolution
adopted  by a majority of the whole Board, designate one or  more
committees  of the Board of Directors, each committee to  consist
of  one or more of the directors of the corporation which, to the
extent  provided in the resolution, shall have and  may  exercise
the  power  of  the Board of Directors in the management  of  the
business  and  affairs of the corporation and may have  power  to
authorize the seal of the corporation to be affixed to all papers
which  may  require it.  Such committee or committees shall  have
such name or names as may be determined from time to time by  the
Board of Directors.  The members of any such committee present at
any  meeting and not disqualified from voting may, whether or not
they  constitute a quorum, unanimously appoint another member  of
the  Board of Directors to act at the meeting in the place of any
absent or disqualified member.  At meetings of such committees, a
majority  of the members or alternate members shall constitute  a
quorum for the transaction of business, and the act of a majority
of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.

     Section 2.     The committees shall keep regular minutes  of
their proceedings and report the same to the Board of Directors.

     Section 3.     Any action required or permitted to be  taken
at  any  meeting  of the Board of Directors or of  any  committee
thereof  may  be  taken without a meeting if  a  written  consent
thereto is signed by all members of the Board of Directors or  of
such  committee, as the case may be, and such written consent  is
filed with the minutes of proceedings of the Board or committee.

     Section 4.     Meetings  and actions of the committee  shall
be  governed  by,  and  held and taken in  accordance  with,  the
provisions  of Article IV of these Bylaws, Section  1  (place  of
meetings),  Section  3  (regular meetings),  Section  4  (special
meetings  and notice), Section 7 (quorum), Section 6  (waiver  of
notice),   Section  8  (adjournment),  Section   5   (notice   of
adjournment), and Section 7 (action without a meeting), with such
changes  in  the  context of those bylaws  as  are  necessary  to
substitute  the  committee  and its  members  for  the  Board  of
Directors  and  its  members, except that  the  time  of  regular
meetings of committees may be determined either by resolution  of
the Board of Directors or by resolution of the committee; special
meetings  of committees may also be called by resolution  of  the
Board  of Directors; and notice of special meetings of committees
shall also be given to all alternate members, who shall have  the
right  to  attend all meetings of the committee.   The  Board  of
Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.

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                           ARTICLE VI
                    COMPENSATION OF DIRECTORS
                                
     Section 1.     The  directors may be paid their expenses  of
attendance at each meeting of the Board of Directors and  may  be
paid  a fixed sum for attendance at each meeting of the Board  of
Directors or a stated salary as director.  No such payment  shall
preclude  any director from serving the corporation in any  other
capacity and receiving compensation therefor.  Members of special
or  standing  committees  may be allowed like  reimbursement  and
compensation for attending committee meetings.

                           ARTICLE VII
                             NOTICES
                                
     Section 1.     Notices  to directors and stockholders  shall
be in writing and delivered personally or mailed to the directors
or  stockholders at their addresses appearing on the books of the
corporation.  Notice by mail shall be deemed to be given  at  the
time when the same shall be mailed.  Notice to directors may also
be given by telegram.

     Section 2.     Whenever all parties entitled to vote at  any
meeting, whether of directors or stockholders, consent, either by
a  writing  on  the  records of the meeting  or  filed  with  the
secretary,  or  by  presence at such  meeting  and  oral  consent
entered on the minutes, or by taking part in the deliberations at
such  meeting without objection, the doings of such meeting shall
be  as valid as if had at a meeting regularly called and noticed,
and  at such meeting any business may be transacted which is  not
excepted  from  the  written consent or to the  consideration  of
which no objection for want of notice is made at the time, and if
any  meeting be irregular for want of notice or of such  consent,
provided a quorum was present at such meeting, the proceedings of
said  meeting may be ratified and approved and rendered  likewise
valid  and the irregularity or defect therein waived by a writing
signed  by all parties having the right to vote at such  meeting;
and  such consent or approval of stockholders may be by proxy  or
attorney, but all such proxies and powers of attorney must be  in
writing.

     Section 3.     Whenever  any notice whatever is required  to
be given under the provisions of the statutes, of the Articles of
Incorporation  or of these Bylaws, a waiver thereof  in  writing,
signed  by the person or persons entitled to said notice, whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.

                          ARTICLE VIII
                            OFFICERS
                                
     Section 1.     The  officers  of  the corporation  shall  be
chosen  by  the  Board of Directors and shall be a  President,  a
Secretary  and  a  Treasurer.  Any person may hold  two  or  more
offices.

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     Section 2.     The  Board of Directors at its first  meeting
after each annual meeting of stockholders shall choose a Chairman
of  the  Board and a President, both of whom shall be  directors,
and  shall choose a Secretary and a Treasurer, none of whom  need
be directors.

     Section 3.     The Board of Directors may appoint a Chairman
of the Board, Vice-Chairman of the Board, Vice Presidents and one
or  more Assistant Secretaries and Assistant Treasurers and  such
other  officers and agents as it shall deem necessary  who  shall
hold  their offices for such terms and shall exercise such powers
and  perform such duties as shall be determined from time to time
by the Board of Directors.

     Section 4.     The salaries and compensation of all officers
of the Corporation shall be fixed by the Board of Directors.

     Section 5.     The  officers  of the Corporation shall  hold
office  at  the pleasure of the Board of Directors.  Any  officer
elected or appointed by the Board of Directors may be removed  at
any time by the Board of Directors.  Any vacancy occurring in any
office  of  the  Corporation by death,  resignation,  removal  or
otherwise shall be filled by the Board of Directors.  Any officer
may   resign  at  any  time  by  giving  written  notice  to  the
Corporation.

     Section 6.     The  CHAIRMAN OF THE BOARD  shall preside  at
meetings  of  the  stockholders and the Board of  Directors,  and
shall  see  that  all  orders and resolutions  of  the  Board  of
Directors are carried into effect.

     Section 7.     The  VICE-CHAIRMAN  shall, in the absence  or
disability  of the Chairman of the Board, perform the duties  and
exercise  the  powers  of the Chairman of  the  Board  and  shall
perform such other duties as the Board of Directors may from time
to time prescribe.

     Section 8.     The  PRESIDENT  shall be the chief  executive
officer  of the corporation and shall, subject to the control  of
the Board of Directors, have active management of the business of
the  corporation.  He shall execute on behalf of the  corporation
all instruments requiring such execution except to the extent the
signing  and  execution thereof shall be expressly designated  by
the  Board  of  Directors to some other officer or agent  of  the
corporation.   The President may appoint such other  officers  as
the  business of the Corporation may require, each of whom  shall
hold office for such period, have such authority and perform such
duties as are provided in the bylaws or as the Board of Directors
may from time to time determine.

     Section 9.     The  VICE-PRESIDENT(S)  shall act  under  the
direction  of  the President and in the absence or disability  of
the President shall perform the duties and exercise the powers of
the  President.   They shall perform such other duties  and  have
such other powers as the President or the Board of Directors  may
from  time  to  time  prescribe.   The  Board  of  Directors  may
designate  one or more Executive Vice Presidents or may otherwise
specify  the  order  of  seniority of the Vice  Presidents.   The
duties  and  powers of the President shall descend  to  the  Vice
Presidents in such specified order of seniority.

     Section 10.    The  SECRETARY shall act under the  direction
of  the President.  Subject to the direction of the President  he
shall  attend  all  meetings of the Board of  Directors  and  all
meetings of

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the  stockholders and record the proceedings.  He  shall  perform
like  duties for the standing committees when required.  He shall
give,  or  cause  to  be given, notice of  all  meetings  of  the
stockholders and special meetings of the Board of Directors,  and
shall  perform  such  other duties as may be  prescribed  by  the
President or the Board of Directors.

     Section 11.    The ASSISTANT SECRETARIES shall act under the
direction of the President.  In order of their seniority,  unless
otherwise  determined by the President or the Board of Directors,
they  shall,  in  the  absence or disability  of  the  Secretary,
perform  the  duties and exercise the powers  of  the  Secretary.
They  shall perform such other duties and have such other  powers
as  the President or the Board of directors may from time to time
prescribe.

     Section 12.    The  TREASURER shall act under the  direction
of  the President.  Subject to the direction of the President  he
shall  have  custody  of the corporate funds and  securities  and
shall   keep   full  and  accurate  accounts  of   receipts   and
disbursements  in  books belonging to the corporation  and  shall
deposit all monies and other valuable effects in the name and  to
the  credit  of the corporation in such depositories  as  may  be
designated  by  the  Board of Directors.  He shall  disburse  the
funds  of  the corporation as may be ordered by the President  or
the   Board  of  Directors,  taking  proper  vouchers  for   such
disbursements, and shall render to the President and the Board of
Directors,  at  its  regular  meetings,  or  when  the  Board  of
Directors  so  requires, an account of all  his  transactions  as
Treasurer and of the financial condition of the corporation.

     Section 13.    If  required  by the Board of Directors,  the
Treasurer shall give the corporation a bond in such sum and  with
such surety or sureties as shall be satisfactory to the Board  of
Directors  for  the  faithful performance of the  duties  of  his
office and for the restoration to the corporation, in case o  his
death,  resignation, retirement of removal from  office,  of  all
books,  papers,  vouchers, money and other property  of  whatever
kind  in  his  possession or under his control belonging  to  the
corporation.

     Section 14.    The ASSISTANT TREASURER in the order of their
seniority,  unless otherwise determined by the President  or  the
Board  of Directors, shall, in the absence or disability  of  the
Treasurer,  perform the duties and exercise  the  powers  of  the
Treasurer.   They shall perform such other duties and  have  such
other powers as the President or the Board of Directors may  from
time to time prescribe.

                           ARTICLE IX
                      CERTIFICATES OF STOCK
                                
     Section 1.     Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President  and  the
Treasurer  or  an  Assistant Treasurer, or the  Secretary  or  an
Assistant Secretary of the corporation, certifying the number  of
shares owned by him in the corporation.  If the corporation shall
be  authorized to issue more than one class of stock or more than
one  series  of  any  class,  the designations,  preferences  and
relative participating, optional or other special rights  of  the
various   classes   of   stock  or   series   thereof   and   the
qualifications, limitations or restrictions of such rights, shall
be  set  forth in full or summarized on the face or back  of  the
certificate  which the corporation shall issue to represent  such
stock.

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     Section 2.     If  a certificate is signed (1) by a transfer
agent  other than the corporation or its employees or  (2)  by  a
registrar  other  than  the corporation  or  its  employees,  the
signatures  of the officers of the corporation may be facsimiles.
In  case  any officer who has signed or whose facsimile signature
has been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued
with  the same effect as though the person had not ceased  to  be
such  officer.   The  seal  of the corporation,  or  a  facsimile
thereof,  may,  but  need  not  be,  affixed  to  certificates of 
stock.

     Section 3.     The  Board  of  Directors may  direct  a  new
certificate  or  certificates  to  be  issued  in  place  of  any
certificate or certificates theretofore issued by the corporation
alleged  to  have been lost or destroyed upon the  making  of  an
affidavit of that fact by the person claiming the certificate  of
stock to be lost or destroyed.  When authorizing such issue of  a
new  certificate or certificates, the Board of Directors may,  in
its  discretion  and  as a condition precedent  to  the  issuance
thereof,  require the owner of such lost or destroyed certificate
or  certificates, or his legal representative, to  advertise  the
same  in  such  manner  as  it  shall  require  and/or  give  the
corporation  a  bond  in such sum as it may direct  as  indemnity
against  any claim that may be made against the corporation  with
respect  to  the  certificate  alleged  to  have  been  lost   or
destroyed.

     Section 4.     Upon  surrender  to  the corporation  or  the
transfer  agent  of the corporation of a certificate  for  shares
duly  endorsed  or accompanied by proper evidence of  succession,
assignment or authority to transfer, it shall be the duty of  the
corporation, if it is satisfied that all provisions of  the  laws
and  regulations applicable to the corporation regarding transfer
and  ownership of shares have been complied with, to issue a  new
certificate  to  the  person entitled  thereto,  cancel  the  old
certificate and record the transaction upon its books.

     Section 5.     The  Board of Directors may fix in advance  a
date  not  exceeding sixty (60) days nor less than ten (10)  days
preceding  the date of any meeting of stockholders, or  the  date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange  of
capital stock shall go into effect, or a date in connection  with
obtaining  the  consent of stockholders for  any  purpose,  as  a
record date for the determination of the stockholders entitled to
notice  of  and to vote at any such meeting, and any  adjournment
thereof, or entitled to receive payment of any such dividend,  or
to  give  such consent, and in such case, such stockholders,  and
only such stockholders as shall be stockholders of record on  the
date so fixed, shall be entitled to notice of and to vote at such
meeting,  or  any adjournment thereof, or to receive  payment  of
such  dividend,  or to receive such allotment of  rights,  or  to
exercise  such rights, or to give such consent, as the  case  may
be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

     Section 6.     The   Corporation   shall   be  entitled   to
recognize  the  person registered on its books as  the  owner  of
shares  to  be  the  exclusive owner for all  purposes  including
voting  and dividends, and the Corporation shall not be bound  to
recognize  any  equitable or other claim to or interest  in  such
share  or shares on the part of any other person, whether or  not
it  shall  have  express  or  other  notice  thereof,  except  as
otherwise provided by the laws of Nevada.

                               11
                                
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                            ARTICLE X
                       RECORDS AND REPORTS
                                
     Section 1.     The Corporation shall either maintain at  its
principal  office a record of its stockholders, giving the  names
and  addresses of all stockholders and the number  and  class  of
shares  held by each stockholder, or in lieu thereof maintain  at
its  principal  office a statement setting out the  name  of  the
custodian of the stock ledger.

     Section 2.     The  accounting books and records and minutes
of proceedings of the stockholders and the Board of Directors and
any  committee or committees of the Board of Directors  shall  be
kept  at  such  place  or  places  designated  by  the  Board  of
Directors.  The minutes, accounting books, and the records  shall
be  kept  either in written form or in any other form capable  of
being  converted into written form.  Subject to  NRS  78.257,  as
amended,  the minutes and accounting books and records  shall  be
open to inspection by the stockholders.

     Section 3.     Every director shall have the absolute  right
at  any  reasonable  time  to inspect  all  books,  records,  and
documents  of  every  kind, and the physical  properties  of  the
Corporation  and  each  of  its  subsidiary  corporations.   This
inspection by a director may be made in person or by an agent  or
attorney, and the right of inspection includes the right to  copy
and make extracts of documents.

                           ARTICLE XI
                       GENERAL PROVISIONS
                                
     Section 1.     Dividends  upon  the  capital  stock  of  the
corporation,  subject  to  the  provisions  of  the  Articles  of
Incorporation, if any, may be declared by the Board of  Directors
at  any  regular or special meeting, pursuant to law.   Dividends
may  be  paid  in cash, in property or in shares of  the  capital
stock,   subject   to   the  provisions  of   the   Articles   of
Incorporation.

     Section 2.     Before payment of any dividend, there may  be
set  aside  out  of  any funds of the corporation  available  for
dividends such sum or sums as the directors from time to time, in
their  absolute discretion, think proper as a reserve or reserves
to  meet  contingencies,  or  for  equalizing  dividends  or  for
repairing or maintaining any property of the corporation  or  for
such other purpose as the directors shall think conducive to  the
interest  of  the corporation, and the directors  may  modify  or
abolish any such reserve in the manner in which it was created.

     Section 3.     All checks or demands for money and notes  of
the  corporation shall be signed by such officer or  officers  or
such  other person or persons as the Board of Directors may  from
time to time designate.

     Section 4.     The  fiscal year of the corporation shall  be
fixed by resolution of the Board of Directors.

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     Section 5.     The  corporation   may  or  may  not  have  a
corporate  seal,  as  may  from time to  time  be  determined  by
resolution  of  the Board of Directors.  If a corporate  seal  is
adopted,  it  shall  have  inscribed  thereon  the  name  of  the
corporation and the words "Corporate Seal" and "Nevada". The seal
may  be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.

     Section 6.     The Chairman of the Board, the President,  or
any  Vice-President, or any other person authorized by resolution
of  the  Board of Directors or by any of the foregoing designated
officers, is authorized to vote on behalf of the Corporation  any
and  all shares of any other corporation or corporations, foreign
or  domestic,  standing  in the name  of  the  Corporation.   The
authority  granted  to  these officers to vote  or  represent  on
behalf  of  the  Corporation  any and  all  shares  held  by  the
Corporation  in  any  other corporation or  corporations  may  be
exercised  by  any of these officers in person or by  any  person
authorized to do so by a proxy duly executed by these officers.

     Section 7.     Unless  the  context requires otherwise,  the
general provisions, rules of construction, and definitions in the
Nevada  Revised Statutes shall govern the construction  of  these
bylaws.  Without limiting the generality of these provisions, the
singular  number includes the plural, the plural number  includes
the singular, and the term "person" includes both the Corporation
and a natural person.

                           ARTICLE XII
                           AMENDMENTS
                                
     Section 1.     The Bylaws may be amended by a majority  vote
of  all the stock issued and outstanding and entitled to vote  at
any  annual  or  special  meeting of the  stockholders,  provided
notice  of  intention to amend shall have been contained  in  the
notice of the meeting.

     Section 2.     The Board of Directors by a majority vote  of
the  whole Board at any meeting may amend these Bylaws, including
Bylaws adopted by the stockholders, but the stockholders may from
time  to  time specify particular provisions of the Bylaws  which
shall not be amended by the Board of Directors.

                           ARTICLE XIII
                         INDEMNIFICATION
                                
     Every person who was or is a party or is threatened to be  a
party  to  or  is  involved in any action, suit  or  proceedings,
whether  civil,  criminal, administrative  or  investigative,  by
reason  of  the fact that he or a person of whom he is the  legal
representative  is  or  was  a director,  officer,  legal  spouse
(whether  such  status  is derived by reason  of  statutory  law,
common  law  or  otherwise of any applicable jurisdiction)  of  a
director  or  officer, employee, agent, or other person  of  this
corporation,  or  is  or  was serving  at  the  request  of  this
corporation  or for its benefit as a director, officer,  employee
or  other  person  of  another  corporation,  partnership,  joint
venture, trust or other

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enterprise, shall be indemnified and held harmless to the fullest
extent  legally permissible under the law of the state of  Nevada
as  it  may  be  amended from time to time against all  expenses,
liability  and loss (including attorneys' fees, judgments,  fines
and amounts paid or to be paid in settlement) reasonably incurred
or  suffered by him in connection therewith.  The indemnification
of  a  legal spouse of a director or officer shall not extend  to
any  claim for any actual or alleged wrongful act of the  spouse,
but  shall  apply only to actual or alleged wrongful  acts  of  a
director or officer as provided in this Article.  The expenses of
a  director,  officer or legal spouse of a director  or  officer,
incurred  in  defending  a  civil or  criminal  action,  suit  or
proceeding must be paid by this corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director,  officer, or legal spouse of a director or officer,  to
repay  the  amount if it is ultimately determined by a  court  of
competent  jurisdiction that he is not entitled to be indemnified
by  this corporation.  Such right of indemnification shall  be  a
contract  right  which may be enforced in any manner  desired  by
such  person.   Such  right  of  indemnification  shall  not   be
exclusive  of  any  other right which such a  director,  officer,
legal spouse of a director or officer, agent or other person  may
have or hereafter acquire and, without limiting the generality of
such  statement they shall be entitled to their respective rights
of  indemnification  under  the Articles  of  Incorporation,  any
agreement,  vote of stockholders, provision of law or  otherwise,
as well as their rights under this Article.

     Without limiting the application of the foregoing, the Board
of  Directors may cause this corporation to purchase and maintain
insurance  on  behalf of any person who is  or  was  a  director,
officer,  legal spouse of a director or officer, employee,  agent
or  other person of this corporation or is or was serving at  the
request  of  this  corporation as a director, officer,  employee,
agent  or other person of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against  such person and incurred in any such capacity or arising
out  of  such status, whether or not this corporation would  have
the power to indemnify such person.

     Approved And Adopted this 20th day of March 1997.

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                    CERTIFICATE OF SECRETARY
                                
     I  hereby  certify  that  I  am the Secretary of Rio Hotel &

Casino,  Inc.,  and that the foregoing Bylaws, consisting  of  14

pages, constitute the Code of Bylaws of Rio Hotel & Casino,  Inc.

as  duly  adopted  and  amended by resolution  of  the  Board  of

Directors of the Corporation dated March 20, 1997.

     In  Witness Whereof, I have hereunto subscribed my name this
20th day of March 1997.

                              /s/ I. Scott Bogatz
                              I. Scott Bogatz
                              Secretary
     
     
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