EXHIBIT 4.07

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                    RIO HOTEL & CASINO, INC.
                                
                  1995 LONG-TERM INCENTIVE PLAN
                                
       ADOPTED BY THE BOARD OF DIRECTORS JANUARY 26, 1995
     AS AMENDED BY THE BOARD OF DIRECTORS ON MARCH 20, 1997
                                
                                
     1.   PURPOSE

      The  1995 Long-Term Incentive Plan (the "Plan") is intended
to  promote  the interests of Rio Hotel & Casino,  Inc.  and  its
subsidiaries (collectively the "Corporation") by offering certain
executive  officers,  employees and outside  consultants  of  the
Corporation  who  are primarily responsible for  the  management,
growth  and  success  of  the business of  the  Corporation,  the
opportunity to participate in a long-term incentive plan designed
to  reward  them  for  their services and to  encourage  them  to
continue  in  the  employ  of  or  to  provide  services  to  the
Corporation.

     2.   DEFINITIONS

     For  all  purposes of this Plan, the following  terms  shall
have the following meanings:

     "Common Stock" means Rio Hotel & Casino, Inc. common  stock,
$.01 par value.

     "ISO"   means   incentive  stock  options  qualified   under
Section 422 of the Internal Revenue Code of 1986, as amended.

     "Non-statutory  Options" means stock options  not  qualified
under  Section  422  of the Internal Revenue  Code  of  1986,  as
amended.

     "Restricted Shares" means shares of Common Stock which  have
not been registered under federal securities law.

     "Rio" means Rio Hotel & Casino, Inc.

     "Subsidiary"  means any company of which Rio owns,  directly
or  indirectly, the majority of the combined voting power of  all
classes of stock.

     3.   ADMINISTRATION

     The   Plan  shall  be  administered  by  a  Committee   (the
"Committee")  composed solely of not less than two  "non-employee
directors,"  as defined by Rule 16b-3(b)(3)(i) of the  Securities
Exchange  Act  of  1934 (the "Exchange Act"),  selected  by,  and
serving  at  the  pleasure  of, Rio's Board  of  Directors  ("Rio
Board").

     Plan participants may each be granted options to purchase up
to  a maximum of 500,000 shares in any one year.  Initially,  the
Corporation or Subsidiary will recommend to the Committee persons
to whom awards may be granted.  The Committee then shall have the
authority, subject to the terms of the Plan, to determine,  based
upon recommendations, the persons to whom awards shall be granted
("Participants") the number of shares covered by each award,  the
time  or  times at which awards shall be granted, the  timing  of
when  awards  shall  vest, and the terms and  provisions  of  the
instruments by which awards shall be evidenced, and to interpret

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the  Plan and make all determinations necessary or advisable  for
its administration.  The Committee shall notify the Rio Board  of
all decisions concerning awards granted to Participants under the
Plan,  the  interpretation thereof, and determinations concerning
its administration.

     4.   ELIGIBILITY

     Only   persons   who  are  employees,  outside  consultants,
officers  or  employee-directors  of  the  Corporation  shall  be
granted awards.  An ISO may not be issued to a person who, at the
time of grant is a non-employee of the Corporation or to a person
who owns stock of the Corporation possessing more than 10% of the
total  combined  voting  power of all classes  of  stock  of  the
Corporation or a subsidiary.

     5.   STOCK SUBJECT TO THE PLAN

     The  stock from which awards may be granted shall be  shares
of  Common  Stock.   When Restricted Shares are  vested  or  when
options  are  exercised,  Rio  may either  issue  authorized  but
unissued  Common  Stock or Rio may transfer issued  Common  Stock
held  in its treasury.  Each of the respective boards of Rio  and
Subsidiaries  will  fund the Plan to the extent  so  required  to
provide Common Stock for the benefit of Participants.  The  total
number  of  shares  of  Common Stock  which  may  be  granted  as
Restricted  Shares  or stock options shall  not  exceed,  in  the
aggregate,  2,000,000  shares in total.   Any  Restricted  Shares
awarded and later forfeited are again subject to award under  the
Plan.  If an option expires, or is otherwise terminated prior  to
its  exercise,  the  shares of Common Stock covered  by  such  an
option  immediately prior to such expiration or other termination
shall continue to be available for grant under the Plan.

     6.   GRANTING OF OPTIONS

     The  date of grant of options to Participants under the Plan
will  be  the  date  on  which the options  are  awarded  by  the
Committee.   The  grant  of any option to any  Participant  shall
neither   entitle   nor   disqualify   such   Participant    from
participating in any subsequent grant of options.

     7.   TERMS AND CONDITIONS OF OPTIONS

     Options  shall be designated Non-statutory options  or  ISOs
and  shall  be evidenced by written instruments approved  by  the
Committee.  Such instruments shall conform to the following terms
and conditions:

          7.1  OPTION PRICE

          The  option  price  per share for an  option  shall  be
established by the Committee, but shall be no less than the  fair
market  value  of the Common Stock under option on  the  day  the
option  is  granted, which shall be an amount equal to  the  last
reported sale price of the Common Stock on such date on  the  New
York  Stock Exchange, or such other stock exchange on  which  the
Common  Stock may be listed from time to time.  The option  price
shall  be  paid  (i) in cash or (ii) in Common  Stock,  including
Common Stock underlying the option being exercised, having a fair
market value equal to such option price or (iii) in a combination
of  cash and Common Stock, including Common Stock underlying  the
option  being  exercised.  The fair market value of Common  Stock
delivered   to  the  Corporation  pursuant  to  the   immediately
preceding sentence shall be determined on the basis of  the  last
reported  sale  price of the Common Stock on the New  York  Stock
Exchange  on  the day of exercise or, if there was no  such  sale
price  on the day of exercise, on the day next preceding the  day
of exercise on which there was such a sale.

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          7.2  TERM AND EXERCISE OF OPTIONS

          Unless  otherwise provided in the instrument  of  grant
for  special circumstances, no option shall be exercisable sooner
than six months and one day from the date of grant.

          Except  in  special  circumstances, each  option  shall
expire  on  the  tenth anniversary of the date of its  grant  and
shall  be  exercisable  according to a  vesting  schedule  to  be
determined  by the Committee.  However the Committee may  include
in  any option instrument, initially or by amendment at any time,
a provision making any installment or installments exercisable at
such earlier date, if the Committee deems such provision to be in
the  interests  of the Corporation or necessary  to  realize  the
reasonable expectation of the optionee.

          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 Common Stock, or a combination
thereof,  as  provided in Paragraph 7.1.   Any shares  of  Common
Stock  so  assigned  and delivered to Rio or the  Subsidiary,  as
applicable,  in payment or partial payment of the purchase  price
will  be valued at Fair Market Value on the exercise date.   Upon
the  exercise  of an option, Rio or a Subsidiary, as  applicable,
shall  withhold from the shares of Common Stock to be  issued  to
the  Participant the number of shares necessary to satisfy  Rio's
or  the  Subsidiary's,  as  applicable,  obligation  to  withhold
federal taxes, such determination to be based on the shares' Fair
Market Value on the date of exercise.

          7.3  TERMINATION OF EMPLOYMENT OR ASSOCIATION

          Subject  to  Section 7.7, if an optionee ceases  to  be
employed or associated with the Corporation, other than by reason
of death, retirement as determined under any of the Corporation's
pension plans, if any, or retirement after attaining the  age  of
seventy-two (72) years, all options granted to such optionee  and
exercisable   on  the  date  of  termination  of  employment   or
association  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  employment or  association  with  the
Corporation ends.

          Subject  to Section 7.7, if an optionee retires  either
pursuant  to any of the Corporation's pension plans, if  any,  or
after  attaining the age of seventy-two (72) years,  all  options
granted  to  such optionee, and exercisable on the date  of  such
optionee's  retirement shall expire on the  earlier  of  (i)  the
tenth  anniversary after the date of grant or  (ii)  three  years
after the date of optionee's retirement from the Corporation.

          Any  installment not exercisable on the  date  of  such
termination   or  retirement  shall  expire  and  be  thenceforth
unexercisable.  Whether authorized leave of absence or absence in
military  or  governmental service may constitute employment  for
the  purposes of the Plan shall be conclusively determined by the
Committee.

          7.3(1)    FORFEITURE

          Subsequent to February 1, 1996, all stock option grants
issued  pursuant  to the Plan shall be subject to  the  following
forfeiture provisions:

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          (a)  Unless otherwise provided for in the instrument of
grant,  a  Participant who resigns his or her position  with  the
Corporation  without the written consent of the  Rio  Board,  and
accepts   employment,  consulting,  or  other  compensation   for
services from a Competitor Company, as defined below, within  six
(6) months after his or her last day of employment or association
with the Corporation shall:

               1.   forfeit all vested and unexercised options in
          such Participant's account; and
          
               2.   reimburse the Corporation for all Profits, as
          defined  below,  earned pursuant  to  any  exercise  of
          options  within  six (6) months prior  to  or  six  (6)
          months subsequent to the date of giving notice of  such
          Participant's  resignation; provided however  that  all
          options  must be exercised within ninety (90)  days  of
          the date of such Participant's termination, as provided
          in  Section  7.3.  Further, such reimbursement  payable
          because  of  this  provision shall be received  by  the
          Corporation  from such Participant within  ninety  (90)
          days  after  the  effective date of such  Participant's
          resignation.
          
          (b)   "Competitor  Company" shall  be  defined  as  any
gaming or hotel company, or any affiliate thereof, located within
fifty  (50)  miles  of  any  location in  which  the  Corporation
conducts  business as of the effective date of such Participant's
resignation.

          (c)   "Profits"  shall be defined as  the  differential
between  the exercise price and the last reported sale  price  on
the  day  of exercise, multiplied by the number of option  shares
exercised.

          (d)   This  Section  7.3(1)  shall  not  apply  to  any
Participant who resigns:

               1.   subsequent to the Corporation entering into a
          contractual commitment for a Change of Control  of  the
          Corporation (as defined in Section 10), but prior to an
          actual Change of Control; or
          
               2.     within  one  year  following  a  Change  of
          Control.
          
          7.4  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, 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) three years after the
date of such optionee's death.  On the earlier of such dates, the
option shall terminate.

          7.5  ASSIGNABILITY

     (a)   A  stock  option  shall not  be  assigned,  alienated,
pledged,   attached,  sold,  transferred  or  encumbered   by   a
Participant  other  than by will or by the laws  of  descent  and
distribution, or in the case of a Non-statutory Option,
     
          (1)    by   transfer   without   consideration   by   a
Participant, subject to such rules as the Committee may adopt  to
preserve  the  purposes  of  the Plan  (including  limiting  such
transfers  to  transfers by Participants  who  are  directors  or
executive officers of the Corporation), to
          
               (A)   a member of his or her Immediate Family  (as
defined),
               
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                (B)   a  trust  solely for  the  benefit  of  the
Participant and his or her Immediate Family, or

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

     (each  transferee described in (1) 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  (1)  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 (1) shall  be
void and unenforceable against the Company.  For purposes of  the
Plan,  "Immediate  Family" means, with respect  to  a  particular
Participant,  the Participant'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 Participant (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
Participant  (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 Participant's death,  by  the
Participant'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.
     
          7.6  LIMITATION ON INCENTIVE STOCK OPTIONS

          During a calendar year, the aggregate fair market value
of the option stock (determined at the time of the ISO grant) for
which  ISOs are exercisable by a person for the first time  under
the Plan, cannot exceed $100,000.
          
          7.7  EXPIRATION OF OPTIONS

          Notwithstanding the provisions of Sections 7.3 and  7.4
above,  the  Committee may, within its discretion,  designate  an
expiration date for options granted hereunder which is later than
the expiration dates contained in Sections 7.3 and 7.4.
          
     8.   RESTRICTED SHARE AWARDS

          8.1  GRANT OF RESTRICTED SHARE AWARDS

          The  Committee will determine for each Participant  the
time  or  times when Restricted Shares shall be awarded  and  the
number of shares of Common Stock to be covered by each Restricted
Share award.
          
          8.2  RESTRICTIONS

          Shares  of  Common Stock issued to a Participant  as  a
Restricted   Share  award  will  be  subject  to  the   following
restrictions ("Share Restrictions"):
          
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          (a)   Except  as set forth in Paragraphs 8.4  and  8.5,
upon   the  termination  of  employment  or  association   of   a
Participant  with  the  Corporation,  all  of  the  Participant's
Restricted Shares which are subject to Share Restrictions will be
forfeited  and  returned to Rio or, in the event such  Restricted
Shares  were  provided to the Participant from shares  of  Common
Stock  purchased  by the Subsidiary, then the  Restricted  Shares
will  be returned to the Subsidiary.  In either case, all  rights
of  the  Participant  to  such Restricted Shares  will  terminate
without  any  payment of consideration by Rio or  the  Subsidiary
with which the Participant is employed or associated, unless  the
Participant  maintains  his  or  her  employment  or  association
(including consulting arrangements) with Rio or a Subsidiary  for
a period of time determined by the Committee.

          (b)   During  the  longer  of  the  restriction  period
("Restriction Period") relating to a Restricted Share award or  a
period of six months and one day from the date of the award, none
of  the  Restricted  Shares subject to such award  may  be  sold,
assigned,  bequeathed,  transferred,  pledged,  hypothecated   or
otherwise disposed of in any way by the Participant.

          (c)  The Committee may require the Participant to enter
into   an   escrow  agreement  providing  that  the  certificates
representing  Restricted Shares sold or granted pursuant  to  the
Plan  will remain in the physical custody of Rio or the employing
Subsidiary or an escrow holder during the Restriction Period.

          (d)   Each certificate representing a Restricted  Share
sold  or  granted pursuant to the Plan will bear a legend  making
appropriate  reference  to  the  restrictions  imposed   on   the
Restricted Share.

          (e)  The Committee may impose other restrictions on any
Restricted  Shares  sold pursuant to the  Plan  as  it  may  deem
advisable, including without limitation, restrictions  under  the
Securities Act of 1933, as amended, under the requirements of any
stock  exchange upon which such share or shares of the same class
are  then  listed and under any state securities  laws  or  other
securities laws applicable to such shares.

          8.3  RIGHTS AS A STOCKHOLDER

          Except  as set forth in Paragraph 8.2(b), the recipient
of  a  Restricted Share award will have all of the  rights  of  a
stockholder  of  Rio  with  respect  to  the  Restricted  Shares,
including the right to vote the Restricted Shares and to  receive
all  dividends  or other distributions made with respect  to  the
Restricted Shares.
          
          8.4  LAPSE OF RESTRICTIONS AT TERMINATION OF EMPLOYMENT

          In  the  event  of  the termination of  employment,  or
association  of  a Participant during the Restriction  Period  by
reason  of  death, total and permanent disability, retirement  as
determined under any of the Corporation's pension plans, if  any,
or  discharge from employment other than a discharge  for  cause,
the  Committee may, at its discretion, remove Share  Restrictions
on Restricted Shares subject to a Restricted Share award.

          Restricted Shares to which the Share Restrictions  have
not  so  lapsed will be forfeited and returned to the Corporation
as provided in Paragraph 8.2(a).

          8.5  LAPSE   OF  RESTRICTIONS  AT  DISCRETION  OF   THE
               COMMITTEE

          The  Committee  may shorten the Restriction  Period  or
remove  any or all Share Restrictions if, in the exercise of  its
absolute  discretion, it determines that such action  is  in  the
best   interests  of  the  Corporation  and  equitable   to   the
Participant.
          
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          8.6  LISTING AND REGISTRATION OF SHARES

          The  Corporation  may,  in its  reasonable  discretion,
postpone the issuance and/or delivery of Restricted Shares  until
completion of stock exchange listing, or registration,  or  other
qualification of such Restricted Shares under any  law,  rule  or
regulation.
          
          8.7  DESIGNATION OF BENEFICIARY

          A  Participant may, with the consent of the  Committee,
designate a person or persons to receive, in the event of  death,
any  Restricted Shares to which such Participant  would  then  be
entitled.   Such designation will be made upon forms supplied  by
and  delivered to the Committee and may be revoked in writing  by
the Participant.  If a Participant fails effectively to designate
a  beneficiary, then such Participant's estate will be deemed  to
be the beneficiary.
          
          8.8  WITHHOLDING OF TAXES FOR RESTRICTED SHARES

          When  the  Participant,  as holder  of  the  Restricted
Shares,  recognizes income, either on the Date of  Grant  or  the
date  the restrictions lapse, Rio or a Subsidiary, as applicable,
shall  withhold from the shares of Common Stock,  the  number  of
shares  necessary  to  satisfy  Rio's  or  the  Subsidiary's,  as
applicable,   obligation   to  withhold   federal   taxes,   such
determination to be based on the shares' Fair Market Value as  of
the date income is recognized.
          
     9.   CAPITAL ADJUSTMENTS

     The  number and price of Common Stock covered by each  award
of  options  and/or  Restricted Shares and the  total  number  of
shares  that  may  be granted or sold under  the  Plan  shall  be
proportionally  adjusted  to reflect,  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.
     
     10.  CHANGE OF CONTROL

     Notwithstanding the provisions of Section 7, in the event of
a  change  of  control, all share restrictions on all  Restricted
Shares  will  lapse and vesting on all unexercised stock  options
will  accelerate to the change of control date.  For purposes  of
this  plan, a "Change of Control" of Rio shall be deemed to  have
occurred at such time as (a) any "person" (as that term  is  used
in  Section  13(d)  and 14(d) of the Exchange  Act),  other  than
Anthony A. Marnell II, James A. Barrett, or their affiliates,  or
an   employee  benefit  plan  of  the  Corporation  becomes   the
"beneficial  owner" (as defined in Rule 13d-3 under the  Exchange
Act),  directly or indirectly, of securities of Rio  representing
25.0%  or  more of the combined voting power of Rio's outstanding
securities ordinarily having the right to vote at the election of
directors;  or  (b)  individuals  who  constitute  the  Board  of
Directors of Rio on the date hereof (the "Incumbent Board") cease
for  any reason to constitute at least a majority thereof; or (c)
the approval by Rio's stockholders of the merger or consolidation
of  Rio with any other corporation or business organization,  the
sale  of  all  or  substantially all the assets of  Rio,  or  the
liquidation  or dissolution of Rio; or (d) a proxy  statement  is
distributed  soliciting  proxies from  the  stockholders  of  Rio
seeking stockholder approval of a plan of reorganization,  merger
or consolidation of Rio with one or more corporations as a result
of  which the outstanding shares of Rio's securities are actually
exchanged  for  or converted into cash or property or  securities
not  issued  by Rio; or (e) at least a majority of the  Incumbent
Board  who are in office immediately prior to any action proposed
to be taken by Rio determine that such proposed action, if taken,
would  constitute a change of control of Rio and such  action  is
taken.
     
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     11.  APPROVALS

     The  issuance  of shares pursuant to this Plan is  expressly
conditioned  upon  obtaining  all necessary  approvals  from  all
regulatory  agencies  from which approval is required,  including
gaming   regulatory  agencies,  and  upon  obtaining  stockholder
ratification of the Plan.
     
     12.  EFFECTIVE DATE OF PLAN

     The effective date of the Plan is January 26, 1995.

     13.  TERM AND AMENDMENT OF PLAN

     This  Plan  shall  expire on January  30,  2005  (except  to
options  and Restricted Shares outstanding on that date).   Rio's
Board may terminate or amend the Plan in any respect at any time,
except that, without the approval of the holders of a majority of
the  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  9);  the
provisions  of  Section  4  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 9); 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 of the  Exchange  Act.   No
action  of  the  Rio Board or Rio's stockholders,  however,  may,
without  the consent of an optionee or Restricted Shares grantee,
alter  or  impair such Participant's rights under any  option  or
Restricted Shares previously granted.
     
     14.  NO RIGHT OF EMPLOYMENT
     
     Neither the action of Rio in establishing this Plan, nor any
action  taken  by  any  Board of Rio or  any  Subsidiary  or  the
Committee,  nor  any  provision of  the  Plan  itself,  shall  be
construed  to  limit in any way the right of Rio to  terminate  a
Participant's employment or association at any time; nor shall it
be  evidence  of  any  agreement or understanding,  expressed  or
implied,  that  the Corporation will employ an  employee  in  any
particular  position  nor  ensure  participation  in  any  future
compensation or stock purchase program.
     
     15.  WITHHOLDING TAXES

     Rio  or the Subsidiary, as applicable, 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  Common  Stock  under  the  Plan.
Whenever  under  the Plan, Common Stock is to be  delivered  upon
vesting  of  Restricted  Shares or exercise  of  an  option,  the
Committee shall be entitled to require as a condition of delivery
that  the Participant remit or provide for the withholding of  an
amount  sufficient  to  satisfy  all  federal,  state  and  other
government withholding tax requirements related thereto.
     
     16.  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 Corporation  and
any  Participant, the executor, administrator or  other  personal
representative, or designated beneficiary of such Participant, or
any other persons.  If and to the extent that any Participant  or
such  Participant's  executor, administrator  or  other  personal
representative, as the case may be, acquires a right  to  receive
any payment from the Corporation pursuant to the Plan, such right
shall  be  no  greater  than the right of  an  unsecured  general
creditor of the Corporation.
     
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     17.  NOTICES

     Each  Participant  shall be responsible for  furnishing  the
Committee with the current and proper address for the mailing  of
notices  and  delivery  of  agreements,  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 Participant 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.
     
     18.  SEVERABILITY 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.
     
     19.  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 Corporation and other parties  with  respect
thereto.
     
     20.  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.
     
     21.  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.

     22.  ENFORCEMENT OF RIGHTS

     In the event the Corporation or a Participant is required to
bring  any  action  to  enforce  the  terms  of  this  Plan,  the
prevailing party shall be reimbursed by the non-prevailing  party
for  all  costs  and  fees, including actual attorney  fees,  for
bringing and pursuing such action.
     
                                9
                                
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