EXHIBIT 4.02

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

                 NON-STATUTORY STOCK OPTION PLAN
                  AS AMENDED SEPTEMBER 5, 1991,
                  AS AMENDED FEBRUARY 28, 1992,
                    AS AMENDED JUNE 22, 1993,
              AS FURTHER AMENDED FEBRUARY 25, 1998

     1.   PURPOSE

     The  purpose  of  the Non-Statutory Stock Option  Plan  (the
"NSOP")  is to advance the interests of Rio Hotel & Casino,  Inc.
(the  "Company"),  its  stockholders,  and  its  subsidiaries  by
encouraging and motivating selected officers, employee-directors,
key  employees,  outside consultants and other persons  on  whose
judgment,  initiative  and effort the  Company  depends  for  the
successful  conduct  of  its business, to acquire  a  proprietary
interest  in  the  Company by ownership of  its  stock.   Options
granted  under the NSOP are intended to be options which  do  not
meet  the  requirements of Section 422A of the  Internal  Revenue
Code of 1986, as amended.

     2.   DEFINITIONS

     Unless otherwise required by the context:

     "Board" shall mean the Board of Directors of the Company.

     "Committee"  shall mean the Non-Statutory Stock Option  Plan
Committee,  which is appointed by the Bord, and  which  shall  be
composed  of  no  less  than two members of  the  Board  who  are
disinterested  persons as provided under Rule  16b-3(c)(2)(i)  of
the Securities Exchange Act of 1934 ("Exchange Act").

     "Company"  shall  mean Rio Hotel & Casino,  Inc.,  a  Nevada
corporation   (formerly  MarCor  Resorts,  Inc.),  successor   in
interest  to  MarCor  Development  Company,  Inc.,  a  California
corporation.

     "Code"  shall  mean the Internal Revenue Code  of  1986,  as
amended.

     "Fair Market Value" of the Stock on a given date shall  mean
the  last  reported sale price of the Stock on such date  on  the
NASDAQ  National Market System, or on such other  stock  exchange
that the stock may be listed from time to time.

     "Option"  shall  mean  a  right to purchase  Stock,  granted
pursuant to the Plan.

     "Option Price" shall mean the purchase price for Stock under
an Option, as determined in Section 6.1 below.

     "Participant"  shall  mean an employee, outside  consultant,
officer  or  employee-director of the Company,  or  an  employee,
outside consultant, officer or director of any Subsidiary of  the
Company,  to  whom  an  Option is granted under  the  Plan.   See
Section  4,  "Eligibility"  for  certain  express  exclusions  of
persons who might otherwise fall within this definition.

     "NSOP"  or  "Plan" shall mean this Rio Hotel & Casino,  Inc.
Non-Statutory Stock Option Plan.

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NON-STATUTORY STOCK OPTION PLAN
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     "Stock"  shall  mean the common stock of  the  Company,  par
value $.01.

     "Subsidiary"    shall   mean   any   corporation,    limited
partnership,  general partnership or other entity  in  which  the
Company  owns,  directly or indirectly, more than  fifty  percent
(50%)  of  the  total combined voting power  of  all  classes  of
securities  of  such  corporation, limited  partnership,  general
partnership or other entity.

     3.   ADMINISTRATION

          3.1. ADOPTION

          The  NSOP  has been approved by the Company's Board  of
Directors  (the  "Board") and is to become  effective  upon  such
Board's approval (the "Effective Date") subject to the subsequent
ratification of the holders of a majority of the Company's shares
of  common stock constituting a quorum and present, in person  or
by  proxy, at the duly called and held stockholders meeting.  For
all purposes herein, the Effective Date is July 9, 1987.

          3.2. AMENDMENT

          The  NSOP  and Options granted under the  NSOP  may  be
amended, modified or terminated by the Committee, provided that:

          (a)   No  action with respect to an outstanding  option
     may  be taken that would adversely affect the rights of  the
     holder of such option without such holder's consent; and

          (b)   No  amendment to the NSOP shall become  effective
     without  approval  by  the holders  of  a  majority  of  the
     Company's  shares of common stock constituting a quorum  and
     present,  in  person or by proxy, at an  annual  or  special
     stockholders meeting if such amendment would:

               (i)   increase the number of shares  as  to  which
          options may be granted under the NSOP; or

               (ii) extend the term of the NSOP; or

               (iii)       materially   increase   the   benefits
          accruing  to  or  modify eligibility  requirements  for
          participants in the NSOP.

          3.3. PLAN ADMINISTRATION

          The  Plan shall be administered by the Committee.   Two
members  of  the  Committee shall constitute  a  quorum  for  the
transaction  of business.  The Committee shall be responsible  to
the  Board  for the operation of the Plan, and shall  notify  the
Board  with respect to decisions regarding participation  in  the
Plan  by  individuals selected and with respect to the extent  of
that  participation.  The interpretation and construction of  any
provision  of  the Plan by the Committee shall be  final,  unless
otherwise determined by the Board.  No member of the Board or the
Committee shall be liable for any action or determination made by
him in good faith.

     4.   ELIGIBILITY

     The  Committee  may  grant Options  to  any  key  management
employee,  including a non-employee who is an officer or  outside
consultant,  or an employee-officer or employee-director  of  the
Company, or an employee,

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NON-STATUTORY STOCK OPTION PLAN
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outside  consultant, officer or director of a Subsidiary  at  any
time from time to time to new Participants.  Notwithstanding  the
foregoing, non-employee directors of Rio Hotel & Casino, Inc. are
not  eligible  to  participate in the NSOP.  Options  granted  at
different times need not contain similar provisions.

     5.   OPTION SHARES

          5.1. NUMBER

          The   maximum   number  of  shares  of  the   Company's
authorized  common stock as to which options may  be  granted  is
2,637,500.   Such  shares  may be treasury,  or  authorized,  but
unissued shares of Stock of the Company.

          5.2. UNEXERCISED OPTIONS

          Shares  subject to unexercised options which expire  or
terminate  will  thereupon  become available  for  the  grant  of
additional options.

     6.   OPTION TERMS

     The  terms  of  each option will be set forth in  a  written
stock option agreement subject to the following provisions:

          6.1. PRICE

          The  exercise  price of each option granted  under  the
NSOP shall be established by the Committee at the time the Option
is  granted,  provided, however, that the exercise price  of  any
option shall not be less than the lesser of:

          (a)   85%  of  the fair market value of the  underlying
     Common Stock on the date the option is granted, or

          (b)   85%  of  the fair market value of the  underlying
     Common Stock on the date the option is exercised.

          6.2. EXERCISE

          Subject  to Section 8 below, each option granted  under
the  NSOP  will be exercisable for a period of not more than  ten
years from the date of grant, provided that:

          (a)  No option granted an executive officer or director
     of  the Company or owner of more than 10% of a class of  the
     Company's equity securities registered under Section  12  of
     the  Exchange Act will be exercisable until six  months  and
     one  day  after the latest to occur of either  the  date  of
     option  grant  or  the date of stockholder approval  of  the
     Plan;

          (b)   No  option  will be exercisable  more  than  once
     during  any calendar month, and the minimum number of shares
     as  to  which  any option will be exercisable  will  be  100
     shares  unless  the  maximum number  of  shares  subject  to
     exercise is less than 100 shares, in which event the  option
     must be exercised as to all shares available at the date  of
     exercise; and

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NON-STATUTORY STOCK OPTION PLAN
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          (c)   No  option will be exercisable (and any attempted
     exercise  will  be  deemed null and void) if  such  exercise
     would  crate  a right of recovery for "short-swing  profits"
     under Section 16(b) of the Exchange Act.

          6.3. PAYMENT

          In  order to exercise any option, the Participant  must
give  the  Company's Treasurer written notice  of  such  exercise
accompanied by payment in full of the option price:

          (a)  in cash;

          (b)   the  assignment and delivery to  the  Company  of
     shares of Stock; or

          (c)  a combination of (a) and (b).

     Any shares of Stock so assigned and delivered to the Company
in  payment or partial payment of the option price will be valued
at Fair Market Value on the exercise date.

          6.4. DELIVERY OF OPTION CERTIFICATES

          Upon  exercise  of any stock option, a certificate  for
the   shares  purchased  will  be  issued  in  the  name  of  the
participant  and the participant will be entitled  to  vote  such
shares, to receive dividends and other distributions with respect
to such shares and to exercise all other rights of a stockholder.

          6.5. ASSIGNABILITY

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

          (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,

               (i)   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
          Company), to

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

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

                    (3)  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 (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

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     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
     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.

          6.6. EMPLOYMENT AGREEMENT

          The Board may, in its discretion, include in any Option
granted  under  the  Plan a condition that the Participant  shall
agree to remain in the employ of, and to render services to,  the
Company or any of its Subsidiaries for a period of time following
the  date the Option is granted.  No such agreement shall  impose
upon  the  Company  or  any  of  its Subsidiaries,  however,  any
obligation to employ the Participant for any period of time.

          6.7. NUMBER OF SHARES

          Each  Option shall state the total number of shares  of
Stock to which it pertains.

          6.8. OPTION  PERIOD  AND  LIMITATIONS  ON  EXERCISE  OF
               OPTIONS

          The  Committee may, in its discretion, provide that  an
Option may not be exercised in whole or in part for any period or
periods  of  time specified in the Option agreement.   Except  as
provided  in the Option agreement, an Option may be exercised  in
whole  or in part at any time during its term.  No Option may  be
exercised after the expiration of ten years from the date  it  is
granted.   No Option may be exercised for a fractional  share  of
Stock.

     7.   TERM

     The  provisions of the NSOP will govern all options  granted
under the NSOP but no options may be granted under the NSOP  more
than  10  years  after the Effective Date or  the  date  Plan  is
approved by the Company's stockholders whichever is earlier.

     8.   TERMINATION OF EMPLOYMENT OR SERVICE

     Except  as  provided  in Sections  9  and  10  below,  if  a
Participant:

          (a)   ceases to be employed (or is not employed) by the
     Company or any of its Subsidiaries;

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          (b)  ceases to hold office (or does not hold office) as
     an officer of the Company or any of its Subsidiaries; and

          (c)   ceases  to  serve  as a director  (or  is  not  a
     director) of the Company or any of its Subsidiaries; and

          (d)   ceases to be an outside consultant (or is not  an
     outside   consultant)  of  the  Company  or   any   of   its
     subsidiaries, then the Participant's Options shall terminate
     with rights thereto being terminated, including the right to
     exercise  the  Options, three months after the happening  of
     the  last  event described above in 8 (a), (b), (c)  or  (d)
     (the "Last Event").  In such event, at any time within three
     months  of  the  Last Event, the holder  of  an  Option  may
     exercise his Options in the manner therein prescribed and to
     the extent that he was entitled to exercise them on the date
     of  the  Last  Event, but in no event shall  any  option  be
     exercisable  more  than  ten years  from  the  date  it  was
     granted.   The  Committee may cancel an  Option  during  the
     three month period referred to in this paragraph, if in  the
     Committee's   sole  and  absolute  opinion  the  Participant
     engages  in  employment or activities contrary to  the  best
     interests  of  the Company or any of its Subsidiaries.   Any
     such  determination  of the Committee  shall  be  final  and
     conclusive,  subject  solely to the  review  of  the  Board.
     Notwithstanding, the provisions of this Section  8,  Section
     6.2  above, and Sections 9 and 10 below, the Committee  may,
     within  its  discretion, designate an  expiration  date  for
     options granted hereunder which is later than the expiration
     dates  contained  in said Sections, so long  as  said  later
     expiration  date  is  clearly stated in  the  instrument  of
     grant.

     9.   RIGHTS IN EVENT OF RETIREMENT

     Notwithstanding  Section 8, if the Last Event  described  in
Section 8(a), (b), or (c) occurs after a Participant attains  the
age of seventy-two (72) years, without having fully exercised his
Options,  the  Participant shall have the right to exercise  such
Options  to  the  extent that such Participant  was  entitled  to
exercise  the  Options on the date of the Last  Event,  provided,
however,  that in no event shall the Options be exercisable  more
than ten years from the date they were granted.

     10.  RIGHTS IN EVENT OF DEATH

     If  a  Participant dies without having fully  exercised  his
Options,  the executors or administrators, or legatees or  heirs,
of  his  estate shall have the right to exercise such Options  to
the  extent  that  such  deceased  Participant  was  entitled  to
exercise  the Options on the date of his death, if any; provided,
however,  that in no event shall the Options be exercisable  more
than ten years from the date they were granted.

     11.  NO OBLIGATIONS TO EXERCISE OPTION

     The  granting  of an Option shall impose no obligation  upon
the Participant to exercise such Option.

     12.  EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

     The  aggregate  number  of shares  of  Stock  available  for
Options  under Plan, the shares subject to any Option, the  price
per share, shall be proportionately adjusted for any increase  or
decrease  in  the number of issued shares of Stock subsequent  to
the  effective date of the Plan resulting from (1) a  subdivision
or  consolidation  of  shares or any  other  capital  adjustment,
(2)  the  payment of a stock dividend, or (3) other  increase  or
decrease in such shares effected without receipt of consideration
by   the   Company.   If  the  Company  shall  be  the  surviving
corporation  in  any merger or consolidation,  any  Option  shall
pertain, apply, and relate to the securities to which a

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holder  of  the number of shares of Stock subject to  the  Option
would have been entitled after the merger or consolidation.  Upon
dissolution  or liquidation of the Company, or upon a  merger  or
consolidation   in  which  the  Company  is  not  the   surviving
corporation,   all  Options  under  the  Plan  shall   terminate;
provided,  however that each Participant (and each  other  person
entitled  under Section 9 to exercise an Option) shall  have  the
right,  immediately prior to such dissolution or liquidation,  or
such  merger  or  consolidation, to exercise  such  Participant's
Options and in whole or in part, but only to the extent that such
Options are otherwise exercisable under the terms of the Plan.

     13.  CHANGE OF CONTROL

     Notwithstanding the provisions of Section 12, in  the  event
of  a change of control, vesting on all unexercised stock options
will  accelerate to the change of control date.  For purposes  of
this  plan, a "Change of Control" of the Company 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  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 of Directors of the Company on the date
hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof; or (c) the approval by the Company's
stockholders  of the merger or consolidation of the Company  with
any  other corporation or business organization, the sale of  all
or   substantially  all  the  assets  of  the  Company,  or   the
liquidation  or  dissolution  of the  Company;  or  (d)  a  proxy
statement is distributed soliciting proxies from the stockholders
of  the  Company  seeking  stockholder  approval  of  a  plan  of
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;  or (e) at least a majority of the Incumbent  Board  who
are  in  office  immediately prior to any action proposed  to  be
taken  by  the  Company determine that such proposed  action,  if
taken,  would constitute a change of control of the  Company  and
such action is taken.

     14.  AMENDMENT AND TERMINATION

     The  Board, by resolution, may terminate, amend,  or  revise
the  Plan with respect to any shares as to which Options have not
been  granted.  Neither the Board nor the Committee may,  without
the  consent  of  the holder of an Option, alter  or  impair  any
Option  previously granted under the Plan, except  as  authorized
herein.   Unless  sooner terminated, the  Plan  shall  remain  in
effect  for a period of ten years from the date of the  Effective
Date.  Termination  of  the  Plan shall  not  affect  any  Option
previously granted.

     15.  AGREEMENT AND REPRESENTATION OF EMPLOYEES

     As  a condition to the exercise of any portion of an Option,
the  Company  may require the person exercising  such  Option  to
represent  and  warrant  at the time of such  exercise  that  any
shares of Stock acquired at exercise are being acquired only  for
investment  and  without  any  present  intention  to   sell   or
distribute  such  shares, if in the opinion of  counsel  for  the
Company,  such a representation is required under the  Securities
Act  of 1933 or any other applicable law, regulation, or rule  of
any governmental agency.

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     16.  RESERVATION OF SHARES OF STOCK

     The Company, during the term of this Plan, will at all times
reserve  and  keep available, and will seek or  obtain  from  any
regulatory  body  having  jurisdiction  any  requisite  authority
necessary  to  issue and to sell, the number of shares  of  Stock
that  shall  be  sufficient to satisfy the requirements  of  this
Plan.  The inability of the Company to obtain from any regulatory
body  having  jurisdiction  the  authority  deemed  necessary  by
counsel for the Company for the lawful issuance and sale  of  its
Stock  hereunder  shall relieve the Company of any  liability  in
respect  of  the failure to issue or sell Stock as to  which  the
requisite authority has not been obtained.

     17.  EFFECTIVE DATE OF PLAN

     The Plan shall be effective as provided in Section 3.1.

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