EXHIBIT 4.08


                                74

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                      SEVENTH AMENDMENT TO
                        CREDIT AGREEMENT
                                
                                
     This  Seventh  Amendment to Credit Agreement (this  "Seventh
Amendment")  is made and dated as of January 17, 1996  among  Rio
Properties,  Inc.,  a  Nevada corporation  (the  "Company"),  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 that Credit Agreement dated as
of  July 15, 1993 among the Company, 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 and a Sixth  Amendment  to
Credit  Agreement dated as of July 31, 1995 (as so  amended,  the
"Agreement").

                                
                             RECITAL
                                
     The  Company  has  requested the  Agent  and  the  Banks  to
increase  the  basket  for repurchases of shares  of  the  Parent
Guarantor form $5,000,000 to $10,000,000 and to clarify that such
permitted  repurchases are net of issuances of such  shares,  and
the  Agent  and  Banks  are willing to do so  on  the  terms  and
conditions set forth herein.

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

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

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

     2.1   Section  7.12(b)  of  the  Agreement  is  amended  and
restated in its entirety as follows:

          "(b)  Repurchases  of shares  of  the  Parent
          Guarantor not exceeding $10,000,000  (net  of
          issuances  of such shares since  the  Closing
          Date) in the aggregate; and"
          
                                  -1-
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     3.    REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the banks and Agent:

     3.1  AUTHORITY.  The Company has all necessary power and has
taken  all  corporate  action  necessary  to  make  this  Seventh
Amendment,   the   Agreement,  and  all  other   agreements   and
instruments  executed in connection herewith and  therewith,  the
valid and enforceable obligations they purport to be.

     3.2   NO LEGAL OBSTACLE TO AGREEMENT.  Neither the execution
of  this  Seventh  Amendment, the making by the  Company  of  any
borrowings  under  the  Agreement, nor  the  performance  of  the
Agreement  has  constituted or resulted in or will constitute  or
result in a breach of the provisions of any contract to which the
Company is a party, or the violation of any law, judgment, decree
or  governmental  order,  rule or regulation  applicable  to  the
Company,  or  result  in  the creation  under  any  agreement  or
instrument of any security interest, lien, charge, or encumbrance
upon  any  of  the  assets  of  the  Company.   No  approval   or
authorization of any governmental authority is required to permit
the  execution,  delivery or performance by the Company  of  this
Seventh   Amendment,   the   Agreement,   or   the   transactions
contemplated hereby or thereby, or the making of any borrowing by
the Company 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
Seventh  Amendment  shall be subject to  the  compliance  by  the
Company with its 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  the  Company,
certified  by  the  Secretary or an Assistant  Secretary  of  the
Company  as  being in full force and effect on the  date  hereof,
authorizing  the amendments to the Agreement herein provided  for
and  the  execution,  delivery and performance  of  this  Seventh
Amendment and any note or other instrument or agreement  required
hereunder.

                              -2-
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     4.2   AUTHORIZED SIGNATORIES.  A certificate, signed by  the
Secretary or an Assistant Secretary of the Company dated the date
hereof,  as to the incumbency of the person or persons authorized
to  execute and deliver this Seventh Amendment and any instrument
or agreement required hereunder on behalf of the Company.

     4.3   OTHER  EVIDENCE.  Such other evidence with respect  to
the  Company  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  Seventh  Amendment  and   the
Agreement  and  the  compliance with  the  conditions  set  forth
herein.

     5.   MISCELLANEOUS.

     5.1   EFFECTIVENESS  OF  THE AGREEMENT.   Except  as  hereby
expressly  amended, the Agreement shall remain in full force  and
effect, and is hereby ratified and confirmed in all respects.

     5.2   WAIVERS.  This Seventh 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 Seventh 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  Seventh Amendment shall not become  effective
until  the Parent Guarantor, the Company, the Majority Banks  and
the  Agent shall have signed a copy hereof, whether the  same  or
counterparts,  and  the  same shall have been  delivered  to  the
Agent.

     5.4    JURISDICTION.   This  Seventh  Amendment,   and   any
instrument or agreement required hereunder, shall be governed by

                              -3-    
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and construed under the laws of the State of Nevada.

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

                              RIO PROPERTIES, INC.
                              
                              
                              By: /s/ James A. Barrett, Jr.
                              Title:  President
                              
                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, as Agent
                              
                              
                              By: /s/ L. Chenevert, Jr.
                                   L. Chenevert, Jr.
                                   Vice President
                              
                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION, as a Bank
                              
                              
                              By: /s/ Jon Varnell
                                   Jon Varnell
                                   Managing Director
                              
                              FIRST INTERSTATE BANK OF NEVADA
                              
                              
                              By: /s/
                              Title: Vice President
                              
                              FIRST SECURITY BANK OF IDAHO, N.A.
                              
                              
                              By: /s/ David P. Williams
                              Title: Vice President
                              
                               -4-
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                              NBD BANK
                              
                              
                              By: /s/
                              Title:
                              
                              SOCIETE GENERALE
                              
                              
                              By: /s/ Maureen Kelly
                              Title: Vice President
                              
                              BANK OF AMERICA NEVADA
                              
                              
                              By:  /s/ Alan F. Gordon
                              Title: Vice President
                              
                              U.S. BANK OF NEVADA
                              
                              
                              By: /s/ Terry Gurty
                              Title:  Officer
                              
                              BANK OF SCOTLAND
                              
                              
                              By: /s/ Catherine M. Oniffrey
                              Title: Vice President
                              
                              MIDLANTIC BANK, N.A.
                              
                              
                              By: /s/ Denise D. Killen
                              Title: Vice President
                              
                              BANK OF HAWAII
                              
                              
                              By: /s/ Joseph T. Donalson
                              Title: Vice President

                               -5-
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                      CONSENT OF GUARANTOR
                                
     The  undersigned  hereby consents to the  foregoing  Seventh
Amendment  to Credit Agreement dated as of January 17,  1996  and
confirms  that  its Parent Guaranty dated as  of  July  15,  1993
remains  in full force and effect before and after giving  effect
to this Seventh Amendment.

                              
                              RIO HOTEL & CASINO, INC.
                              
                              
                              By: /s/ James A. Barrett, Jr.
                              Title:  President
                              
                                 -6-
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