Exhibit 10.46  SECOND AMENDMENT
TO AMENDED AND RESTATED LEASE AGREEMENT  This Second Amendment (Second Amendment) to Amended
and Restated Lease Agreement is made and entered into by and between The Port
Authority of Kansas City, Missouri (the Landlord) and Hilton Hotels
Corporation, a Delaware corporation (the Tenant), as of the 10 day of June,
1996.  RECITALS:  A.Landlord and Tenant are parties to that
certain Amended and Restated Lease Agreement dated as of August 21, 1995,
as amended by that First Amendment to Amended and Restated Lease Agreement dated as of October 31,
1995 (collectively, the Lease), a copy of the recorded memorandum of which is
attached hereto and by this reference made a part hereof, as though fully set
out herein.  B.In order to comply with certain
regulatory requirements relating to the licensing of the gaming facilities to
be operated by Tenant as provided in the Lease, the parties mutually desire to
amend the Lease in part.  NOW, THEREFORE,
for and in consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereby covenant and agree as follows:  1.Modifications to Lease. The Lease is hereby amended and modified
to provide that (i) the Riverboat Gaming Facility, as such term is
defined in the Lease, together with its contents and including trade fixtures
and personalty and (ii) the Site Improvements, as such term is defined in
the Lease, shall, until termination of the Lease, be the absolute property of
Tenant. Without limiting the generality of the foregoing, the Lease is hereby
specifically amended and modified as follows:  (a)The first paragraph of Section 1.01
of the Lease is hereby amended and modified in its entirety as follows:  Section 1.01. DEMISE.
Landlord hereby subleases to Tenant and Tenant hereby leases from Landlord, the
real property described in Exhibit B attached hereto (the Demised
Premises), specifically excluding, however, all buildings and improvements to
be constructed in accordance with the Development Agreement (Site Improvements).
and the Riverboat Gaming Facility, which shall be


the absolute property of
the Tenant until termination of this Agreement, and specifically including the
following easements and appurtenances:  (b)The first sentence of Section 4.01 is amended and
modified in its entirety as follows:  The Riverboat Gaming
Facility, together with its contents and including trade fixtures and
personalty shall, until the termination of this Agreement, be the absolute
property of Tenant.  (c)Section 9.02 of the Lease is hereby amended and
modified in its entirety as follows:  Section 9.02. TITLE
TO TENANTS PERSONALTY AND FIXTURES. Title to Tenants Personalty and Fixtures,
including, without limitation, the Riverboat Gaming Facility, shall until the
termination of this Lease be that of Tenant.  (d)Section 9.01 is amended and modified to add the
following sentence at the end of such section:  Title to the Site
Improvements, any equipment and/or appurtenances thereto and all changes,
additions and alterations therein and all renewals and replacements thereof,
when made, erected, constructed, installed or placed upon the Demised Premises
or the Easements by Tenant, shall, until the termination of this Lease, be that
of the Tenant.  2.No Other Modifications. Except as expressly set forth herein, or as
necessary to incorporation the modifications herein, all of the terms,
conditions, covenants and provisions of this Lease shall remain unmodified and
in full force and effect in accordance with their original terms.  3.General. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.  2


IN WITNESS
WHEREOF, Landlord and Tenant have caused this Second Amendment to be executed
by their duly authorized officers as of the day and year first above written.   LANDLORD:THE PORT AUTHORITY OF
  KANSAS CITY, MISSOURIBy:
  /s/Elbert AndersonName:
  Elbert AndersonTitle:
  ChairmanTENANT:HILTON HOTELS
  CORPORATION, a Delaware corporationBy:
  /s/ Gerald W. RickerName:
  Gerald
  W. RickerTitle:
  Vice President 
  Development  3


STATE OF MISSOURI
  ))ss.COUNTY OF JACKSON
  )  On this 10 day of June, 1996, before me appeared Elbert
Anderson, to me personally known, who being by me duly sworn did say that he is
the Chairman of The Port Authority of Kansas City, Missouri, a public
corporation, and said Elbert Anderson acknowledged execution of the foregoing
instrument to be the free act and deed of said Port Authority.  IN WITNESS
WHEREOF, I have hereunto subscribed my name and affixed my official seal the
day and year last above written.  /s/ Jacqueline M
  BullardNotary Public  My Commission Expires:June 22 1998JACQUELINE M
  BULLARDNOTARY PUBLIC
  STATE OF MISSOURICASS COUNTYMY COMMISSION
  EXP. JUNE 22, 1998  4


STATE OF MISSOURI
  ))ss.COUNTY OF JACKSON
  )  On this7th day of June, 1996, before me appeared
Gerald W. Ricker, to me personally known, who being by me duly sworn did say that
he/she is the Vice Pres. - Develop. of Hilton Hotels Corporation, a Delaware corporation,
and said Gerald W. Rickeracknowledged execution of the foregoing
instrument to be the free act and deed of said corporation.  IN WITNESS
WHEREOF, I have hereunto subscribed my name and affixed my official seal the
day and year last above written.  /s/ [ILLEGIBLE]Notary PublicMy Commission Expires:03/11/99  5