MIRAGE RESORTS, INCORPORATED, as Issuer,

                    ____________________


                          INDENTURE


                         Dated as of

                      October 15, 1996



               FIRSTAR BANK OF MINNESOTA, N.A.

                           Trustee





                          EXHIBIT 4.1
<PAGE>
<TABLE>
<CAPTION>
                       CROSS-REFERENCE TABLE*
                       _____________________
Trust Indenture
  Act Section                                       Indenture Section
_______________                                     _________________

<S>                                                 <C>
310(a)(1)........................................   7.10
   (a)(2)........................................   7.10
   (a)(3)........................................   N.A.
   (a)(4)........................................   N.A.
   (b)...........................................   7.08; 7.10; 10.02
   (c)...........................................   N.A.
311(a)...........................................   7.11
   (b)...........................................   7.11
   (c)...........................................   N.A.
312(a)...........................................   2.07
   (b)...........................................   10.03
   (c)...........................................   10.03
313(a)...........................................   7.06
   (b)(1)........................................   N.A.
   (b)(2)........................................   7.06
   (c)...........................................   7.06; 10.02
   (d)...........................................   7.06
314(a)...........................................   4.02; 10.02
   (b)...........................................   N.A.
   (c)(1)........................................   10.04
   (c)(2)........................................   10.04
   (c)(3)........................................   N.A.
   (d)...........................................   N.A.
   (e)...........................................   10.05
   (f)...........................................   N.A.
315(a)...........................................   7.01(b)
   (b)...........................................   7.05; 10.02
   (c)...........................................   7.01(a)
   (d)...........................................   7.01(c)
   (e)...........................................   6.11
316(a) (last sentence)...........................   2.11
   (a)(1)(A).....................................   6.05
   (a)(1)(B).....................................   6.04
   (a)(2)........................................   N.A.
   (b)...........................................   6.07
317(a)(1)........................................   6.08
   (a)(2)........................................   6.09
   (b)...........................................   2.06
318(a)...........................................   10.01
                 N.A. means not applicable.
</TABLE>
_______________
*  This Cross-Reference Table is not part of the Indenture.
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                       TABLE OF CONTENTS
                       _________________

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ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE......................................     1
     Section 1.01.  Definitions............................................................     1
     Section 1.02.  Other Definitions......................................................     6
     Section 1.03.  Incorporation by Reference of Trust Indenture Act......................     7
     Section 1.04.  Rules of Construction..................................................     7

ARTICLE 2  THE SECURITIES..................................................................     8
     Section 2.01.  Forms Generally........................................................     8
     Section 2.02.  Form of Trustee's Certificate of Authentication........................     8
     Section 2.03.  Amount Unlimited, Issuable in Series...................................     9
     Section 2.04.  Execution and Authentication; Denominations; Delivery and Dating.......    12
     Section 2.05.  Registrar and Paying Agent.............................................    12
     Section 2.06.  Paying Agent to Hold Money in Trust....................................    14
     Section 2.07.  Securityholder Lists...................................................    14
     Section 2.08.  Transfer and Exchange..................................................    14
     Section 2.09.  Replacement Securities.................................................    18
     Section 2.10.  Outstanding Securities.................................................    18
     Section 2.11.  Treasury Securities....................................................    18
     Section 2.12.  Temporary Securities...................................................    19
     Section 2.13.  Cancellation...........................................................    19
     Section 2.14.  Defaulted Interest.....................................................    19

ARTICLE 3  REDEMPTION AND OFFER TO REPURCHASE..............................................    19
     Section 3.01.  Notices to Trustee.....................................................    19
     Section 3.02.  Selection of Securities to Be Redeemed.................................    20
     Section 3.03.  Notice of Redemption...................................................    20
     Section 3.04.  Effect of Notice of Redemption.........................................    21
     Section 3.05.  Deposit of Redemption Price............................................    21
     Section 3.06.  Securities Redeemed in Part............................................    21
     Section 3.07.  Redemption Pursuant to Gaming Laws.....................................    21

ARTICLE 4  COVENANTS.......................................................................    22
     Section 4.01.  Payment of Securities..................................................    22
     Section 4.02.  SEC Reports, Financial Reports.........................................    22
     Section 4.03.  Compliance Certificate.................................................    23
     Section 4.04.  Stay, Extension and Usury Laws.........................................    23
     Section 4.05.  Corporate Existence....................................................    24
     Section 4.06.  Taxes..................................................................    24
     Section 4.07.  Change in Control......................................................    24
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ARTICLE 5  SUCCESSORS......................................................................    26
     Section 5.01.  When the Company May Merge, etc........................................    26
     Section 5.02.  Successor Corporation Substituted......................................    26

ARTICLE 6  DEFAULTS AND REMEDIES...........................................................    27
     Section 6.01.  Events of Default......................................................    27
     Section 6.02.  Acceleration...........................................................    29
     Section 6.03.  Other Remedies.........................................................    29
     Section 6.04.  Waiver of Past Defaults................................................    30
     Section 6.05.  Control by Majority....................................................    30
     Section 6.06.  Limitation on Suits....................................................    30
     Section 6.07.  Rights of Holders to Receive Payment...................................    31
     Section 6.08.  Collection Suit by Trustee.............................................    31
     Section 6.09.  Trustee May File Proofs of Claim.......................................    31
     Section 6.10.  Priorities.............................................................    31
     Section 6.11.  Undertaking for Costs..................................................    32

ARTICLE 7  TRUSTEE.........................................................................    32
     Section 7.01.  Duties of Trustee......................................................    32
     Section 7.02.  Rights of Trustee......................................................    33
     Section 7.03.  Individual Rights of Trustee...........................................    33
     Section 7.04.  Trustee's Disclaimer...................................................    34
     Section 7.05.  Notice of Defaults.....................................................    34
     Section 7.06.  Reports by Trustee to Holders..........................................    34
     Section 7.07.  Compensation and Indemnity.............................................    34
     Section 7.08.  Replacement of Trustee.................................................    35
     Section 7.09.  Successor Trustee by Merger, etc.......................................    37
     Section 7.10.  Eligibility; Disqualification..........................................    37
     Section 7.11.  Preferential Collection of Claims Against the Company..................    37

ARTICLE 8  DISCHARGE OF INDENTURE..........................................................    37
     Section 8.01.  Discharge of Liability on Securities...................................    37
     Section 8.02.  Repayment to the Company...............................................    38
     Section 8.03.  Option to Effect Defeasance or Covenant Defeasance.....................    38
     Section 8.04.  Defeasance and Discharge...............................................    38
     Section 8.05.  Covenant Defeasance....................................................    39
     Section 8.06.  Conditions to Defeasance or Covenant Defeasance........................    39
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ARTICLE 9  AMENDMENTS.......................................................................   40
     Section 9.01.  Without Consent of Holders..............................................   40
     Section 9.02.  With Consent of Holders.................................................   41
     Section 9.03.  Compliance with Trust Indenture Act.....................................   42
     Section 9.04.  Revocation and Effect of Consents.......................................   42
     Section 9.05.  Notation on or Exchange of Securities...................................   43
     Section 9.06.  Trustee Protected.......................................................   43

ARTICLE 10 MEETINGS OF SECURITYHOLDERS......................................................   43
     Section 10.01. Purposes for Which Meetings May be Called...............................   43
     Section 10.02. Manner of Calling Meetings..............................................   44
     Section 10.03. Call of Meetings by Company or Holders..................................   44
     Section 10.04. Who May Attend or Vote at Meetings......................................   44
     Section 10.05. Regulations by Trustee; Conduct of Meeting; Voting Rights;
                    Adjournment.............................................................   45
     Section 10.06. Voting at the Meeting and Record to be Kept.............................   45
     Section 10.07. Exercise of Rights of Trustee or Securityholders Not Hindered
                    or Delayed by Call of Meeting...........................................   46

ARTICLE 11  MISCELLANEOUS...................................................................   46
     Section 11.01. Trust Indenture Act Controls............................................   46
     Section 11.02. Notices.................................................................   46
     Section 11.03. Communication by Holders with Other Holders.............................   47
     Section 11.04. Certificate and Opinion as to Conditions Precedent......................   47
     Section 11.05. Statements Required in Certificate or Opinion...........................   48
     Section 11.06. Rules by Trustee and Agents.............................................   48
     Section 11.07. Legal Holidays..........................................................   48
     Section 11.08. No Recourse Against Others..............................................   48
     Section 11.09. Counterparts............................................................   49
     Section 11.10. Governing Law...........................................................   49
     Section 11.11. No Adverse Interpretation of Other Agreements...........................   49
     Section 11.12. Successors..............................................................   49
     Section 11.13. Severability............................................................   49
     Section 11.14. Qualification of Indenture..............................................   49
     Section 11.15. Table of Contents, Headings, etc........................................   49

SIGNATURES..................................................................................   50
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                                              iii
<PAGE>

          INDENTURE dated as of October 15, 1996 between
MIRAGE RESORTS, INCORPORATED, a Nevada corporation (the
"Company"), and FIRSTAR BANK OF MINNESOTA, N.A., as trustee
(the "Trustee").

          The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from
time to time of its bonds, debentures, notes and/or other
evidences of indebtedness (herein called the "Securities"),
which may be senior secured, senior unsecured, senior
subordinated or subordinated, to be issued in one or more
series as in this Indenture provided.

     For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and ratable
benefit of the Holders of the Securities or of each series
thereof as follows:


                          ARTICLE 1
                DEFINITIONS AND INCORPORATION
                        BY REFERENCE

Section 1.01.   Definitions.
_____________   ____________

          "AFFILIATE" of any specified person means any
other person directly or indirectly controlling or
controlled by or under direct or indirect common control
with such specified person.  For the purposes of this
definition, "control" (including, with correlative meanings,
the terms "controlled by" and "under common control with"),
as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of such
person, whether through the ownership of voting securities
or by agreement or otherwise.

          "AGENT" means any Registrar or Paying Agent.

          "ASSETS" means any assets, rights or property of
any person.

          "AUTHORIZED NEWSPAPER" means a newspaper in the
English language or, at the option of the Company, in an
official language of the country of publication, customarily
published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation
in the place in connection with which the term is used or in
the financial community of such place.  Where successive
publications are required to be made in Authorized
Newspapers, the successive publications may be made in the
same or in different Authorized Newspapers meeting the
foregoing requirements and in each case on any Business Day.

<PAGE>
          "BUSINESS DAY" means, except as otherwise
specified as contemplated by Section 2.03, with respect to
any Place of Payment or any other particular location
referred to in this Indenture or in the Securities, each
Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment
or other location are authorized or obligated by law or
executive order to close.

          "BOARD OF DIRECTORS" or "BOARD" means the Board of
Directors or any authorized committee of the Board of
Directors of the Company, or a Consolidated Subsidiary
thereof, as the context may indicate.

          "BOARD RESOLUTION" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such
certification and delivered to the Trustee.

          "CAPITAL STOCK" of any person means any and all
shares, interests, participations or other equivalents
(however designated) of corporate stock and any and all
forms of partnership interests or other equity interests in
a person, including but not limited to any type of
preference stock which for other purposes may not be treated
as equity.

          "CHANGE IN CONTROL" means (i) the time the Company
first determines that any person or group, within the
meaning of Section 14(d)(2) of the Exchange Act (other than
any person who was at the date hereof an officer or director
of the Company or a group consisting of persons who were at
the date hereof officers or directors of the Company) have
acquired direct or indirect beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of 35% or more
of the outstanding voting Capital Stock of the Company,
unless a majority of the Continuing Directors approves the
acquisition not later than 10 business days after the
Company makes the determination, or (ii) the first day on
which a majority of the members of the Board of Directors of
the Company are not Continuing Directors.

          "COMPANY REQUEST" or "Company Order" means a
written request or order (i)  signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its
President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary, an Assistant Secretary
or any other employee of the Company named in an Officers'
Certificate delivered to the Trustee, and (ii) delivered to
the Trustee.

                            2
<PAGE>
          "CONSOLIDATED SUBSIDIARY" of any specific person
means any subsidiary, all of whose voting Capital Stock
(other than the minimum required number of directors'
qualifying shares) are owned by such person and/or by
another Consolidated Subsidiary of such person, and the
accounts of which are, or under generally accepted
accounting principles are required to be, consolidated with
the accounts of such person.

          "CONTINUING DIRECTORS" means, as of any date of
determination, any member of the Board of Directors of the
Company who (i) was a member of that Board of Directors on
the date hereof, (ii) had been a member of that Board of
Directors for the two years immediately preceding such date
of determination or (iii) was nominated for election or
elected to that Board of Directors with the affirmative vote
of the greater of (x) a majority of Continuing Directors who
were members of that Board at the time of such nomination or
election or (y) at least three Continuing Directors.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be
at the address of the Trustee specified in Section 11.02 or
such other address of which the Trustee may give notice to
the Company.

          "CORPORATION" includes corporations, associations,
companies and business trusts.

          "DEFAULT" means any event which is, or after
notice or passage of time would be, an Event of Default.

          "DEFINITIVE SECURITIES" means any Security in the
form established pursuant to Section 2.01 which is
registered on the books of the Registrar.

          "DEPOSITARY" means, with respect to the Securities
of any series issuable or issued in whole or in part in
global form, the person specified as contemplated in Section
2.03 as the Depositary with respect to such series of
Securities, until a successor shall have been appointed and
become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or
include such successor.

          "EQUITY INTERESTS" means Capital Stock or
warrants, options or other rights to acquire Capital Stock
(but excluding any debt security which is convertible into,
or exchangeable for, Capital Stock).

          "EXCHANGE ACT" means the Securities Exchange Act
of 1934, as amended.

                            3
<PAGE>
          "EXISTING PROPERTIES" means The Mirage, Treasure
Island, the Golden Nugget and the Golden Nugget-Laughlin.

          "GAMING AUTHORITY" means any Governmental
Authority that holds regulatory, licensing or permit
authority over any gaming or gaming related activities
conducted or proposed to be conducted by the Company or any
of its subsidiaries or any joint venture or other entity in
which the Company or any of its subsidiaries owns an
interest, including without limitation the Nevada Gaming
Commission, the Nevada State Gaming Control Board and the
Clark County Liquor and Gaming Licensing Board.

          "GAMING LAWS" means, collectively, all
international, foreign, federal, state and local statutes,
treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents pursuant to which any
Gaming Authority possesses regulatory, licensing, or permit
authority over gaming or gaming related activities,
including without limitation, the Nevada Gaming Control Act.

          "GAMING LICENSE" means every license, franchise or
other authorization on the date of this Indenture or
thereafter required to own, lease, operate or otherwise
conduct gaming or gaming related activities at any property
owned or operated by the Company or any of its subsidiaries
or any joint venture or other entity in which the Company or
any of its subsidiaries owns an interest.

          "GLOBAL SECURITY" means a Security issued to
evidence all or a part of any series of Securities that is
executed by the Company and authenticated and delivered by
the Trustee to a Depositary or pursuant to such Depositary's
instructions, all in accordance with this Indenture and
pursuant to an Officers' Certificate, which shall be
registered as to Principal and interest in the name of such
Depositary or its nominee.

          "GOLDEN NUGGET" means the real and personal
property comprising the Golden Nugget hotel-casino owned and
operated by a wholly-owned subsidiary of the Company and
located at 129 East Fremont Street in Las Vegas, Nevada.

          "GOLDEN NUGGET-LAUGHLIN" means the real and
personal property comprising the Golden Nugget hotel-casino
owned and operated by a wholly-owned subsidiary of the
Company and located at 2300 South Casino Drive in Laughlin,
Nevada.

                            4
<PAGE>
          "GOVERNMENTAL AUTHORITY" means any agency,
authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of any federal or
state government or any city, county or other political
subdivision thereof or otherwise and whether now or
hereafter in existence, or any officer or official thereof
acting in an official capacity, including, without
limitation, any Gaming Authority.

          "HOLDER" or "SECURITYHOLDER" means a person in
whose name a Security is registered.

          "INDEBTEDNESS" of any person means any
indebtedness, contingent or otherwise, but exclusive of
deferred taxes, in respect of borrowed money (whether or not
the recourse of the lender is to the whole of the assets of
such person or only a portion thereof), or evidenced by
bonds, notes, debentures or similar instruments or
reimbursement obligations with respect to letters of credit,
or representing the balance deferred and unpaid of the
purchase price of any property or interest therein
(including pursuant to capitalized leases), except any such
balance that constitutes a trade payable, if and to the
extent such indebtedness would appear as a liability upon a
balance sheet of such person prepared on a consolidated
basis in accordance with generally accepted accounting
principles, and also includes, to the extent not otherwise
included, the guaranty of any Indebtedness (other than the
guaranty of completion of construction).

          "INDENTURE" means this Indenture as amended or
supplemented from time to time.

          "MATERIAL SUBSIDIARY" of any person means (i) any
subsidiary of such person which is a "significant
subsidiary" within the meaning of Rule 1-02(v) of Regulation
S-X under the Securities Act of 1933, as amended, and the
Exchange Act (as such Regulation is in effect on the date
hereof), or (ii) any other subsidiary of such person which
is material to the business, earnings, prospects, assets or
condition, financial or otherwise, of such person and its
subsidiaries taken as a whole.

          "THE MIRAGE" means the real and personal property
comprising The Mirage hotel-casino owned and operated by a
wholly-owned subsidiary of the Company and located at 3400
Las Vegas Boulevard South in Las Vegas, Nevada.

          "OFFICER" means the Chairman of the Board, any
Vice Chairman, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Secretary, the
Director of Finance, any Assistant Treasurer or any
Assistant Secretary of the Company.

                            5
<PAGE>
          "OFFICERS' CERTIFICATE" means a certificate signed
by any two Officers, one of whom must be the Chairman of the
Board, a Vice Chairman, the President, the Chief Financial
Officer, the Treasurer or a Vice President of the Company.

          "OPINION OF COUNSEL" means a written opinion from
legal counsel.  The counsel may be an employee of or counsel
to the Company or the Trustee.

          "ORIGINAL ISSUE DISCOUNT SECURITY" means any
Security which provides that an amount less than its
Principal Amount is due and payable upon acceleration after
an Event of Default.

          "PLACE OF PAYMENT," when used with respect to the
Securities of any series, means the place or places where
the Principal of and any interest on the Securities of that
series are payable as specified as contemplated by Section
2.03.

          "PREDECESSOR SECURITIES" of any Security means
every previous Security evidencing all or a portion of the
same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.09 in lieu of a
lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed or stolen
Security.

          "PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security
means the principal of the Security plus the premium, if
any, on the Security.

          "SEC" means the Securities and Exchange
Commission.

          "SECURITIES" has the meaning stated in the first
recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture.

          "SECURITIES CUSTODIAN" means the Trustee in its
capacity as custodian with respect to the Securities in
global form, or any successor entity thereto in such
capacity.

          "STATED MATURITY," when used with respect to any
Security or any installment of Principal thereof or interest
thereon, means the date specified in such Security as the
fixed date on which an amount equal to the Principal of such
Security or an installment of Principal thereof or interest
thereon is due and payable.

                            6
<PAGE>
          "SUBSIDIARY" of any specified person means (i) a
corporation, a majority of whose Capital Stock with voting
power under ordinary circumstances to elect directors is at
the time, directly or indirectly, owned by such person or by
such person and a subsidiary or subsidiaries of such person
or by a subsidiary or subsidiaries of such person or (ii)
any other person (other than a corporation) in which such
person or such person and a subsidiary or subsidiaries of
such person or a subsidiary or subsidiaries of such person
directly or indirectly, at the date of determination
thereof, has at least a majority ownership interest.

          "TIA" means the Trust Indenture Act of 1939 (15
U.S. Code Sections  77aaa-77bbbb) as in effect on the date
on which this Indenture is first qualified under the TIA,
except as provided in Section 9.03.

          "TREASURE ISLAND" means the real and personal
property comprising the Treasure Island hotel-casino owned
and operated by a wholly-owned subsidiary of the Company and
located at 3300 Las Vegas Boulevard South in Las Vegas,
Nevada.

          "TRUSTEE" means the person named as such above
until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means
(i) during any period when a successor Trustee is serving as
Trustee with respect to all of the Securities, such
successor Trustee, and (ii) during any period when a
successor Trustee is serving as Trustee with respect to one
or more (but not all) series of Securities, as to each
series the successor serving as Trustee with respect
thereto.

          "TRUST OFFICER" means the Chairman of the Board,
the President or any other officer of the Trustee assigned
by the Trustee to administer its corporate trust matters.

Section 1.02.   Other Definitions.
_____________   __________________
                                              Defined in
              Term                             Section
              ____                            __________

     "Bankruptcy Law"..........................   6.01
     "Change in Control Date"..................   4.07
     "Custodian"...............................   6.01
     "Defeased Securities".....................   8.03
     "Event of Default"........................   6.01
     "Legal Holiday"...........................  11.07
     "Paying Agent"............................   2.05
     "Qualified Government Obligations"........   8.06
     "Registrar"...............................   2.05
     "Repurchase Date".........................   4.07
     "Repurchase Offer"........................   4.07
     "Repurchase Price"........................   4.07

                            7
<PAGE>
Section 1.03.  Incorporation by Reference of Trust Indenture Act.
_____________  __________________________________________________

          Whenever this Indenture refers to a provision of
the TIA, the provision is incorporated by reference in and
made a part of this Indenture.

          The following TIA terms used in this Indenture
have the following meanings:

          "indenture securities" means the Securities;

          "indenture security holder" means a
Securityholder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee"
means the Trustee;

          "obligor" on the Securities means the Company and
any other obligor upon the Securities.

          All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

Section 1.04.  Rules of Construction
_____________  _____________________

          Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it;

               (2)  an accounting term not otherwise defined
     has the meaning assigned to it in accordance with
     generally accepted accounting principles;

               (3)  references to "generally accepted
     accounting principles" shall mean generally accepted
     accounting principles in effect in the United States of
     America as of the time when and for the period as to
     which such accounting principles are to be applied;

               (4)  "or" is not exclusive;

               (5)  words in the singular include the
     plural, and in the plural include the singular; and

               (6)  provisions apply to successive events
     and transactions.
 
                             8
<PAGE>
                          ARTICLE 2
                       THE SECURITIES

Section 2.01.  Forms Generally.
_____________  ________________

          The Securities of each series shall be in such
form (including global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate
provisions as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of
identification and such legends or endorsements placed
thereon as may be required by any Gaming Authority or as may
be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistent
herewith, be determined appropriate by the Officers
executing such Securities, as evidenced by their execution
thereof.  If the form of any series of Securities is
established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the
Company and delivered to the Trustee at or prior to the
delivery of a Company Order signed by two Officers of the
Company for the authentication and delivery of such
Securities.

          The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be
produced in any other manner, provided that such method is
permitted by the rules of any securities exchange on which
such Securities may be listed, all as determined by the
Officers executing such Securities, as evidenced by their
execution of such Securities.

          The terms and provisions in the Securities shall
constitute, and are hereby expressly made, a part of this
Indenture.

Section 2.02.  Form of Trustee's Certificate of Authentication.
_____________  ________________________________________________

          The Trustee's certificate of authentication shall
be in substantially the following form:

          This is one of the Securities of the series
designated herein referred to in the within- mentioned
Indenture.


                             ______________________________________
                                                         As Trustee


                             By ___________________________________
                                               Authorized Signatory

                             9
<PAGE>
Section 2.03   Amount Unlimited, Issuable in Series.
____________   _____________________________________

          The aggregate Principal Amount of Securities which
may be authenticated and delivered under this Indenture is
unlimited.

          The Securities may be issued in one or more
series.  There shall be established in or pursuant to a
Board Resolution and, subject to Section 2.04, set forth, or
determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of any series of
Securities:

          (1)  the title of the Securities of the series
     (which shall distinguish the Securities of the series
     from Securities of any other series);

          (2)  any limit upon the aggregate Principal Amount
     of the Securities of the series which may be
     authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in
     lieu of, other Securities of the series pursuant to
     Section 2.08, 2.09, 2.12 or 9.05 and except for any
     Securities which, pursuant to Section 2.04, are deemed
     never to have been authenticated and delivered
     hereunder);

          (3)  the person to whom any interest on a Security
     of the series shall be payable, if other than the
     person in whose name that Security (or one or more
     Predecessor Securities) is registered at the close of
     business on the record date for such interest;

          (4)  the date or dates on which the Principal of
     any Securities of the series is payable or the method
     of determination thereof;

          (5)  the rate or rates (which may be fixed or
     variable) at which any Securities of the series shall
     bear interest, if any, the date or dates from which any
     such interest shall accrue, the dates on which any such
     interest shall be payable and the record date for any
     such interest payable on any such payment date;

          (6)  any terms applicable to original issue
     discount, if any (as that term is defined in the
     Internal Revenue Code of 1986, as amended, and the
     regulations thereunder), including the rate or rates at
     which such original issue discount, if any, shall
     accrue;

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          (7)  the place or places where the Principal of
     and interest on any Securities of the series shall be
     payable;

          (8)  the period or periods within which, the price
     or prices at which and the terms and conditions upon
     which any Securities of the series may be redeemed, in
     whole or in part, at the option of the Company and, if
     other than by a Board Resolution, the manner in which
     any election by the Company to redeem the Securities
     shall be evidenced;

          (9)  the obligation, if any, of the Company to
     redeem or purchase any Securities of the series
     pursuant to any sinking fund or analogous provisions or
     at the option of the Holder thereof and the period or
     periods within which, the price or prices at which and
     the terms and conditions upon which any Securities of
     the series shall be redeemed or purchased, in whole or
     in part, pursuant to such obligation;

          (10) the terms and conditions, if any, upon which
     the Securities of the series may or must be converted
     into other securities of the Company or exchanged for
     other securities of the Company or another enterprise;

          (11) if other than denomination of $1,000 and any
     integral multiple thereof, the denominations in which
     any Securities of the series shall be issuable;

          (12) if the amount of Principal of or interest on
     any Securities of the series is to be determined with
     reference to an index, pursuant to a formula or by
     another method, the manner in which such amounts shall
     be determined and the calculation agent, if any, with
     respect thereto;

          (13) if other than the currency of the United
     States of America, the currency, currencies or currency
     units in which the Principal of or interest on any
     Securities of the series shall be payable and the
     manner of determining the equivalent thereof in the
     currency of the United States of America for any
     purpose;

          (14) if the Principal of or interest on any
     Securities of the series is to be payable, at the
     election of the Company or the Holder thereof, in one
     or more currencies or currency units other than that or
     those in which such Securities are stated to be
     payable, the currency, currencies or currency units in
     which the Principal of or interest on such Securities
     as to which such election is made shall be payable, the
     periods within which and the terms and conditions upon
     which such election is to be made and the amount so
     payable (or the manner in which such amount shall be
     determined);
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          (15) if other than the entire Principal Amount
     thereof, the portion of the Principal Amount of any
     Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof
     pursuant to Section 6.02;

          (16) if the Principal Amount payable at the
     maturity of any Securities of the series will not be
     determinable as of any one or more dates prior to
     maturity, the amount which shall be deemed to be the
     Principal Amount of such Securities as of any such date
     for any purpose thereunder or hereunder, including the
     Principal Amount thereof which shall be due and payable
     upon any maturity date other than the Stated Maturity
     or which shall be deemed to be outstanding as of any
     date prior to the Stated Maturity (or, in any such
     case, the manner in which such amount deemed to be the
     Principal Amount shall be determined);

          (17) if applicable, that the Securities of the
     series, in whole or any specified part, shall be
     defeasible pursuant to Article 8, and, if other than by
     a Board Resolution, the manner in which any election by
     the Company to defease such Securities shall be
     evidenced;

          (18) any addition to or change in the Events of
     Default which applies to any Securities of the series
     and any change in the right of the Trustee or the
     requisite Holders of such Securities to declare the
     Principal Amount thereof due and payable pursuant to
     Section 6.02;

          (19) if applicable, any provisions for securing
     all or any portion of the Indebtedness evidenced by the
     Securities of the series;

          (20) if applicable, any provisions relating to the
     seniority or subordination of all or any portion of the
     Indebtedness evidenced by the Securities of the series
     to other Indebtedness of the Company, including, as
     applicable, other Indebtedness evidenced by Securities;

          (21) any addition to or change in the covenants
     set forth in Article 4 which applies to Securities of
     the series;

          (22) whether the Securities of the series shall be
     issued in whole or in part in temporary or permanent
     form of a Global Security or Securities and, if so, the
     initial Depositary with respect to any such temporary
     or permanent Global Security or Securities, and if
     other than as provided in Section 2.08, whether and the
     circumstances under which beneficial owners of

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     interests in any such temporary or permanent Global
     Security or Securities may exchange such interests for
     Securities of such series and of like tenor of any
     authorized form and denomination; and

          (23) any other terms of the series (which terms
     shall not be inconsistent with the provisions of this
     Indenture, but which may modify or delete any provision
     of this Indenture with respect to such series, provided
     that no such term may modify or delete any provision
     hereof if imposed by the TIA, and provided further that
     any modification or deletion of the rights, duties or
     immunities of the Trustee hereunder shall have been
     consented to in writing by the Trustee).

          If any of the foregoing terms are not available at
the time such Board Resolution is adopted, or such Officers'
Certificate or any supplemental indenture is executed, such
resolution, Officers' Certificate or supplemental indenture
may reference the document or documents to be created in
which such terms will be set forth prior to the issuance of
such Securities.

          All Securities of any one series shall be
substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 2.04)
set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such
indenture supplemental hereto.

          If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

Section 2.04.  Execution and Authentication; Denominations; 
               Delivery and Dating.
_____________  ____________________________________________

          Two Officers shall sign the Securities for the
Company by manual or facsimile signature.  The Company's
seal shall be reproduced on the Securities.

          If an Officer whose signature is on a Security no
longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid
nevertheless.

          A Security shall not be valid until the Trustee
manually signs the certificate of authentication on the
Security.  The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

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          Upon a written order of the Company signed by two
Officers of the Company, the Trustee shall authenticate the
Securities.

          The Securities shall be issuable only in
registered form without coupons and only in minimum
denominations of $1,000 and in integral multiples thereof.

          The Company and the Trustee, by their execution
and authentication, respectively, of the Securities,
expressly agree to the terms and conditions stated therein
and to be bound thereby.

          The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities.  An
authenticating agent may authenticate Securities whenever
the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by
such agent.  An authenticating agent has the same rights as
an Agent to deal with the Company or an Affiliate.

Section 2.05.  Registrar and Paying Agent.
_____________  ___________________________

          The Company shall maintain in the county where the
principal corporate office of the Trustee is located and in
such other locations as it shall determine (i) an office or
agency where Securities of a series may be presented for
registration of transfer or for exchange ("Registrar") and
(ii) an office or agency where Securities of that series may
be presented for payment ("Paying Agent").  The Registrar
for each series of Securities shall keep a register of the
Securities of that series and of their transfer and
exchange.  The Company may appoint one or more co-registrars
and one or more additional paying agents for each series of
Securities.  The term "Paying Agent" includes any additional
paying agent.  The term "Registrar" includes any co-
registrar.  The Company may change any Paying Agent or
Registrar upon thirty (30) days' notice to the Trustee.  The
Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture.  If the Company
fails to appoint or maintain another entity as Registrar or
Paying Agent for any series of Securities, the Trustee shall
act as such.  The Company or any of its subsidiaries may act
as Paying Agent or Registrar for any series of Securities.

          The Company initially appoints the Trustee to act
as Securities Custodian with respect to the Global
Securities.

          The Company initially appoints the Trustee as
Paying Agent, Registrar and authenticating agent.

                             14
<PAGE>
          The Company shall, if the Securities of any series
are listed on the New York Stock Exchange, designate as
authenticating agent, Registrar and Paying Agent with
respect to the Securities of such series a bank or trust
company in good standing, organized under the laws of the
United States of America or any State, doing business in or
having a correspondent relationship with a bank or trust
company doing business in the Borough of Manhattan, City of
New York, State of New York, and having a capital and
surplus (including subordinated capital notes and earned
surplus) aggregating at least $10,000,000 (except with
respect to Article 8, in which case the Paying Agent (if
other than the Trustee) shall have a capital and surplus
(including subordinated capital notes and earned surplus)
aggregating at least $100,000,000).  Whenever, pursuant to
this Indenture, the Trustee is obligated, empowered or
authorized to perform any act with respect to the
authentication and issuance of the Securities of any series,
or their transfer, other than the authentication and
issuance of Securities of such series upon original issue or
in cases of Securities of such series mutilated, destroyed,
lost or stolen, such act may be performed by the
authenticating agent and Registrar for such series,
notwithstanding anything in this Indenture to the contrary.
Whenever, pursuant to this Indenture, the Trustee is
obligated, empowered or authorized to perform any act with
respect to payment of the Principal of or interest on the
Securities of any series, such acts may be performed by the
Paying Agent for such series, notwithstanding anything in
this Indenture to the contrary.

          The Company covenants that whenever necessary to
avoid or fill a vacancy in the office of authenticating
agent, Registrar or Paying Agent for any series of
Securities, the Company will appoint a successor
authenticating agent, Registrar or Paying Agent, as the case
may be, so that there shall, at all times that the
Securities of such series are listed on the New York Stock
Exchange, be one or more offices or agencies in the Borough
of Manhattan, City of New York, State of New York,
acceptable to the New York Stock Exchange, where Securities
of such series may be presented or surrendered for payment
and where Securities of such series may be surrendered for
registration of transfer or exchange.

          In case, at the time of the appointment of a
successor to the authenticating agent, any of the Securities
of a series shall have been authenticated but not delivered,
any such successor may adopt the certificate of
authentication of the original authenticating agent or of
any successor to it as authenticating agent hereunder, and
deliver such Securities so authenticated; and in case at any
time any of the Securities of a series shall not have been
authenticated, any successor to the authenticating agent by
merger or consolidation may authenticate such Securities

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either in the name of its predecessor hereunder or in the
name of the successor authenticating agent; and in all such
cases such certificate shall have the full force which it is
anywhere in the Securities of such series or in this
Indenture provided that the certificate of authentication
shall have.

Section 2.06.  Paying Agent to Hold Money in Trust.
_____________  ____________________________________

          Each Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by
the Paying Agent for the payment of Principal of or interest
on any series of Securities, and shall notify the Trustee of
any default by the Company in making any such payment.
While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee.  Upon payment over to
the Trustee, the Paying Agent (if other than the Company or
a subsidiary) shall have no further liability for the money.
If the Company or a subsidiary of the Company acts as Paying
Agent, it shall, on or before each due date of Principal of
or interest on that series of Securities, segregate and hold
in a separate trust fund for the benefit of the Holders of
such series all money held by it as Paying Agent for the
benefit of the Holders of such series.

Section 2.07.  Securityholder Lists.
_____________  _____________________

          The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders.  If the
Trustee is not the Registrar, the Company and any other
obligor shall furnish to the Trustee on or before each
interest payment date and at such other times as the Trustee
may request in writing, but in any event at least
semi-annually, a list in such form and as of such date as
the Trustee may reasonably require of the names and
addresses of Securityholders.

Section 2.08.  Transfer and Exchange.
_____________  ______________________

          (a)  Transfer and Exchange of Definitive
Securities.  When Definitive Securities of any series are
presented to the Registrar with the request:

               (x)  to register the transfer of such
               Definitive Securities; or

               (y)  to exchange such Definitive Securities
               for an equal principal amount of Definitive
               Securities of such series of other authorized
               denominations,

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the Registrar shall register the transfer or make the
exchange as requested if its requirements for such
transactions are met; provided, however, that the Definitive
Securities presented or surrendered for register of transfer
or exchange shall be duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the
Registrar duly executed by the Holder thereof or by his
attorney, duly authorized in writing.

          (b)  Restrictions on Transfer of a Definitive
Security for a Beneficial Interest in a Global Security.  A
Definitive Security of any series may not be exchanged for a
beneficial interest in a Global Security of such series
except upon satisfaction of the requirements set forth
below.  Upon receipt by the Trustee of a Definitive Security
of any series, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the
Trustee, together with written instructions directing the
Trustee to make, or to direct the Securities Custodian to
make, an endorsement on the Global Security of such series
to reflect an increase in the aggregate Principal Amount of
the Securities of such series represented by such Global
Security, then the Trustee shall cancel such Definitive
Security and cause, or direct the Securities Custodian to
cause, in accordance with the standing instructions and
procedures existing between the Depositary and the
Securities Custodian, the aggregate Principal Amount of
Securities of such series represented by the Global Security
of such series to be increased accordingly.  If no Global
Securities of such series are then outstanding, the Company
shall issue and the Trustee shall authenticate a new Global
Security of such series in the appropriate Principal Amount.

          (c)  Transfer and Exchange of Global Securities.
The transfer and exchange of Global Securities of any series
or beneficial interests therein shall be effected through
the Depositary with respect to such series, in accordance
with this Indenture and the procedures of such Depositary.

          (d)  Transfer of a Beneficial Interest in a Global
Security for a Definitive Security.

               (i)  Any person having a beneficial interest
                    in a Global Security of any series may
                    upon request exchange such beneficial
                    interest for a Definitive Security of
                    such series.  Upon receipt by the
                    Trustee of written instructions or such
                    other form of instructions as is
                    customary for the Depositary for such
                    series from such Depositary or its
                    nominee on behalf of any person having a
                    beneficial interest in a Global Security

                             17
<PAGE>
                    of such series (all of which may be
                    submitted by facsimile), then the
                    Trustee or the Securities Custodian, at
                    the direction of the Trustee, will
                    cause, in accordance with the standing
                    instructions and procedures existing
                    between such Depositary and the
                    Securities Custodian, the aggregate
                    Principal Amount of the Global Security
                    of such series to be reduced and,
                    following such reduction, the Company
                    will execute and, upon receipt of an
                    authentication order in the form of an
                    Officers' Certificate, the Trustee will
                    authenticate and deliver to the
                    transferee a Definitive Security of such
                    series.

               (ii) Definitive Securities of any series
                    issued in exchange for a beneficial
                    interest in a Global Security of such
                    series pursuant to this Section 2.08(d)
                    shall be registered in such names and in
                    such authorized denominations as the
                    Depositary for such series, pursuant to
                    instructions from its direct or indirect
                    participants or otherwise, shall
                    instruct the Trustee.  The Trustee shall
                    deliver such Definitive Securities to
                    the persons in whose names such
                    Securities are so registered.

          (e)  Restrictions on Transfer and Exchange of
Global Securities.  Notwithstanding any other provisions of
this Indenture (other than the provisions set forth in
subsection (f) of this Section 2.08), a Global Security of
any series may not be transferred as a whole except by the
Depositary for such series to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

          (f)  Authentication of Definitive Securities in
Absence of Depositary.  If at any time:

               (i)  the Depositary for Securities of any
                    series notifies the Company that such
                    Depositary is unwilling or unable to
                    continue as Depositary for the Global
                    Securities of such series and a
                    successor Depositary for the Global
                    Securities of such series is not
                    appointed by the Company within 90 days
                    after delivery of such notice; or

                             18
<PAGE>
               (ii) the Company, at its sole discretion,
                    notifies the Trustee in writing that it
                    elects to cause the issuance of
                    Definitive Securities of such series
                    under this Indenture,

               then the Company will execute, and the
          Trustee, upon receipt of an Officers' Certificate
          requesting the authentication and delivery of
          Definitive Securities of such series, will
          authenticate and deliver Definitive Securities of
          such series, in an aggregate Principal Amount
          equal to the Principal Amount of the Global
          Securities of such series, in exchange for such
          Global Securities.

          (g)  Cancellation and/or Adjustment of Global
Security.  At such time as all beneficial interests in a
Global Security of any series have either been exchanged for
Definitive Securities of such series, redeemed, repurchased
or canceled, such Global Security shall be returned to or
retained and canceled by the Trustee.  At any time prior to
such cancellation, if any beneficial interest in a Global
Security of any series is exchanged for Definitive
Securities of such series, redeemed, repurchased or
canceled, the Principal Amount of Securities of such series
represented by such Global Security shall be reduced and an
endorsement shall be made on such Global Security, by the
Trustee or the Securities Custodian, at the direction of the
Trustee, to reflect such reduction.

          (h)  Obligations with Respect to Transfers and
Exchanges of Definitive Securities.

               (i)  To permit registrations of transfers and
                    exchanges, the Company shall execute and
                    the Trustee shall authenticate
                    Definitive Securities and Global
                    Securities of any series at the request
                    of the Registrar for such series.

               (ii) No service charge shall be made to a
                    Holder of any series of Securities for
                    any registration or transfer or
                    exchange, but the Company may require
                    payment of a sum sufficient to cover any
                    transfer tax or similar governmental
                    charge payable in connection therewith
                    (other than any such transfer taxes or
                    similar governmental charge payable upon
                    exchange or transfer pursuant to
                    Sections 2.12, 3.06, 4.07 and 9.05
                    hereof).
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<PAGE>
               (iii)     The Registrar for a series of
                    Securities shall not be required to
                    register the transfer or exchange of any
                    Definitive Security of such series
                    selected for redemption in whole or in
                    part, except the unredeemed portion of
                    any Definitive Security of such series
                    being redeemed in part.

               (iv) All Definitive Securities and Global
                    Securities of any series issued upon any
                    registration of transfer or exchange of
                    Definitive Securities or Global
                    Securities of such series shall be the
                    valid obligations of the Company,
                    evidencing the same debt, and entitled
                    to the same benefits under the
                    Indenture, as the Definitive Securities
                    or Global Securities of such series
                    surrendered upon such registration of
                    transfer or exchange.

               (v)  The Company shall not be required

                    (A)  to issue, register the transfer of
                         or exchange Securities of any
                         series during a period beginning at
                         the opening of business 15 days
                         before the day of any selection of
                         Securities of such series for
                         redemption under Section 3.02 and
                         ending at the close of business on
                         the day of selection, or

                    (B)  to register the transfer of any
                         Security of such series so selected
                         for redemption in whole or in part,
                         except the unredeemed portion of
                         any Security of such series being
                         redeemed in part.

               (vi) Prior to due presentment for
                    registration of transfer of any Security
                    of a series, the Trustee, any Agent and
                    the Company may deem and treat the
                    person in whose name such Security is
                    registered as the absolute owner of such
                    Security for the purpose of receiving
                    payment of Principal of and interest on
                    such Security and for all other purposes
                    whatsoever, whether or not such Security
                    is overdue, and neither the Trustee, any
                    Agent nor the Company shall be affected
                    by notice to the contrary.

                             20
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Section 2.09.  Replacement Securities.
_____________  _______________________

          If the Holder of a Security of any series claims
that such Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall
authenticate a replacement Security of such series if the
Trustee's requirements are met.  If required by the Trustee
or the Company, an indemnity bond must be provided which is
sufficient in the judgment of both to protect the Company,
the Trustee, any Agent or any authenticating agent from any
loss which any of them may suffer if a Security of any
series is replaced.  The Company may charge for its expenses
in replacing a Security of any series.

          Every replacement Security of any series is an
additional obligation of the Company.

Section 2.10.  Outstanding Securities.
_____________  _______________________

          The Securities of any series outstanding at any
time are all the Securities of such series authenticated by
the Trustee except for those Securities of such series
canceled by it, those Securities of such series delivered to
it for cancellation, those reductions in interest in a
Global Security of such series effected by the Trustee
hereunder, and those described in this Section as not
outstanding.

          If a Security of any series is replaced pursuant
to Section 2.09, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced
Security is held by a bona fide purchaser.

          A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the
Security.

          [For each series of Original Issue Discount
Securities, the Principal Amount of such Securities that
shall be deemed to be outstanding and used to determine
whether the necessary Holders have given any request,
demand, authorization, direction, notice, consent or waiver
shall be the Principal Amount of such Securities that could
be declared to be due and payable upon acceleration upon an
Event of Default as of the date of such determination.  When
requested by the Trustee, the Company will advise the
Trustee in writing of such amount, showing its computations
in reasonable detail.]

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Section 2.11.  Treasury Securities.
_____________  ____________________

          In determining whether the Holders of the required
Principal Amount of Securities of any series have concurred
in any direction, waiver or consent, Securities of such
series owned by the Company or any other obligor or an
Affiliate of the Company or any other obligor shall be
considered as though they are not outstanding, except that
for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or
consent, only Securities of such series which the Trustee
knows are so owned shall be so disregarded.

Section 2.12.  Temporary Securities.
_____________  _____________________

          Until Definitive Securities of any series are
ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities of such series.
Temporary Securities of any series shall be substantially in
the form of Definitive Securities of such series but may
have variations that the Company considers appropriate for
temporary Securities of such series.  Without unreasonable
delay, the Company shall prepare and the Trustee shall
authenticate Definitive Securities of any series in exchange
for temporary Securities of such series.

Section 2.13.  Cancellation.
_____________  _____________

          The Company at any time may deliver Securities of
any series to the Trustee for cancellation.  The Registrar
and Paying Agent for any series shall forward to the Trustee
any Securities of such series surrendered to them for
registration of transfer, exchange or payment.  The Trustee
shall cancel all Securities of any series surrendered for
registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of canceled Securities as the
Company directs.  The Company may not issue new Securities
of any series to replace Securities of such series that it
has paid or that have been delivered to the Trustee for
cancellation.

Section 2.14.  Defaulted Interest.
_____________  ___________________

          If the Company fails to make a payment of interest
on the Securities of any series, it shall pay such defaulted
interest plus any interest payable on the defaulted
interest, if any, in any lawful manner.  It may pay such
defaulted interest, plus any such interest payable on it, to
the persons who are Holders of such series on a subsequent
special record date in each case at the rate provided in the
Securities of such series and Section 4.01 hereof.  The
Company shall fix any such record date and payment date.  At

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least 15 days before any such record date, the Company shall
mail to the Holders of the affected series a notice that
states the record date, payment date and amount of such
interest to be paid.


                          ARTICLE 3
             REDEMPTION AND OFFER TO REPURCHASE

Section 3.01.  Notices to Trustee.
_____________  ___________________

          Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise
specified as contemplated by Section 2.03 for Securities of
such series) in accordance with this Article.  If the
Company elects to redeem Securities of any series, it shall
notify the Trustee in writing of the redemption date and the
Principal Amount of the Securities to be redeemed.

          The Company shall give each notice provided for in
this Section 3.01 at least 40 days before the redemption
date (unless a shorter notice period shall be satisfactory
to the Trustee).  The Trustee shall have no liability to any
Holder if it deems such shorter notice period satisfactory
to it.

Section 3.02.  Selection of Securities to Be Redeemed.
_____________  _______________________________________

          Except as provided below, if less than all of the
Securities of a series are to be redeemed, the Trustee shall
select the Securities of such series to be redeemed on a
substantially pro rata basis or by lot among the Holders of
the Securities of such series in accordance with a method
the Trustee considers fair and appropriate (in such manner
as complies with applicable legal and stock exchange
requirements, if any).

          The amount of Securities shall be calculated as
the aggregate Principal Amount of Securities of such series
originally issued hereunder less the aggregate Principal
Amount of any Securities of such series previously redeemed.
The Trustee shall make the selection not more than 60 days
and not less than 30 days before the redemption date from
outstanding Securities of such series not previously called
for redemption.

                             23
<PAGE>
          The Trustee shall promptly notify the Company of
the Securities or portions of Securities to be called for
redemption.  The Trustee may select for redemption portions
of the Principal of Securities that have denominations
larger than $1,000.  Securities and portions of them it
selects shall be in amounts of $1,000 or integral multiples
of $1,000.  Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of
Securities called for redemption.

Section 3.03.  Notice of Redemption.
_____________  _____________________

          At least 30 days but not more than 60 days before
a redemption date, the Company shall mail by first class
mail, postage prepaid a notice of redemption to each Holder
whose Securities are to be redeemed.

          The notice shall identify the Securities to be
redeemed and shall state:

               (1)  the redemption date;

               (2)  the redemption price;

               (3)  if any Security is being redeemed in
     part, the portion of the Principal Amount of such
     Security to be redeemed and that, after the redemption
     date, upon surrender of such Security, a new Security
     or Securities of the same series in Principal Amount
     equal to the unredeemed portion will be issued;

               (4)  the name and address of the Paying Agent
     for the Securities being redeemed;

               (5)  that Securities called for redemption
     must be surrendered to the Paying Agent for such
     Securities to collect the redemption price;
               (6)  that interest on Securities called for
     redemption ceases to accrue on and after the redemption
     date; and

               (7)  the paragraph of the Securities pursuant
     to which the Securities called for redemption are being
     redeemed.

          At the Company's written request, the Trustee
shall give the notice of redemption in the Company's name
and at its expense.

Section 3.04.  Effect of Notice of Redemption.
_____________  _______________________________

          Once notice of redemption is mailed, Securities
called for redemption become due and payable on the
redemption date at the price set forth in the Security.

                             24
<PAGE>
Section 3.05.  Deposit of Redemption Price.
_____________  ____________________________

          Prior to or on the redemption date, the Company
shall deposit with the Paying Agent for the Securities being
redeemed (or if the Company or a subsidiary or an Affiliate
of the Company is the Paying Agent for such Securities,
shall segregate and hold in trust) money sufficient to pay
the redemption price and (except if the redemption date
shall be an interest payment date) accrued interest on, of
all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption
which prior thereto have been delivered by the Company to
the Trustee for cancellation.  If such money is then held by
the Company or a subsidiary or an Affiliate of the Company
in trust and is not required for such purpose, it shall be
discharged from such trust.

Section 3.06.  Securities Redeemed in Part.
_____________  ____________________________

          Upon surrender of a Security of any series that is
redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the
Company a new Security of the same series equal in Principal
Amount to the unredeemed portion of the Security
surrendered.

Section 3.07.  Redemption Pursuant to Gaming Laws.
_____________  ___________________________________

          Notwithstanding any other provision of this
Article 3, if any Gaming Authority requires that a Holder or
beneficial owner of Securities of a Holder must be licensed,
qualified or found suitable under any Gaming Law, such
Holder or such beneficial owner shall apply for a license,
qualification or a finding of suitability, as the case may
be, within the required time period.  If such person fails
to apply or become licensed or qualified or is not found
suitable (in each case, a "failure of compliance"), the
Company shall have the right, at its option, (i) to require
such Holder or owner to dispose of such Holder's or owner's
Securities within 30 days of receipt of notice of the
Company's election or such earlier date as may be requested
or prescribed by such Gaming Authority, or (ii) to redeem
within such 30-day or earlier period requested or prescribed
by such Gaming Authority the Securities of such Holder or
owner at a redemption price equal to the lesser of (A) 100%
of the Principal Amount thereof or (B) the price at which
such Holder or owner acquired the Securities, together, in
either case, with accrued interest to the earlier of the
redemption date or the date of the failure of compliance,
which may be less than 30 days following the notice of
redemption if so requested or prescribed by such Gaming
Authority.  The Company shall notify the Trustee in writing

                             25
<PAGE>
of any such redemption as soon as practicable.  The Company
shall not be responsible for any costs or expenses any such
Holder or owner may incur in connection with its application
for a license, qualification or finding of suitability.


                          ARTICLE 4
                          COVENANTS

Section 4.01.  Payment of Securities.
_____________  ______________________

          The Company shall pay the Principal of and
interest on the Securities of each series on the dates and
in the manner provided in the Securities of such series.
Principal and interest on any series of Securities shall be
considered paid on the date due if the Paying Agent for such
series (other than the Company or any subsidiary or
Affiliate of the Company) holds on that date money in
immediately available funds designated for and sufficient to
pay all Principal and interest then due with respect to such
series.

          To the extent lawful, the Company shall pay
interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on (i) overdue Principal at the
rate borne by the Securities compounded semiannually; and
(ii) overdue installments of interest (without regard to any
applicable grace period) at the same rate, compounded
semiannually.

Section 4.02.  SEC Reports, Financial Reports.
_____________  _______________________________

          The Company shall make available to all of the
Holders, upon written request, copies of the annual reports
and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is
required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act.

          If the Company is not subject to, or for any
reason is not complying with, the requirements of Section 13
or 15(d) of the Exchange Act, the Company shall make
available to all of the Holders all quarterly and annual
reports which the Company would have been required to file
with the SEC if it was subject to the requirements of
Section 13 or 15(d) of the Exchange Act, including a
"Management's Discussion and Analysis of Financial Condition
and Results of Operations," and with respect to annual
financial statements only, a report thereon by the Company's
independent accountants.

                             26
<PAGE>
          The Company also shall comply with the provisions
of TIA Section 314(a).  The Company shall timely (giving
effect to applicable extensions) comply with its reporting
and filing obligations under applicable federal securities
laws.

Section 4.03.  Compliance Certificate.
_____________  _______________________

          (a)  The Company shall deliver to the Trustee for
each series of Securities, within four months after the end
of each fiscal year of the Company (which currently is
December 31), an Officers' Certificate stating that a review
of the activities of the Company and its subsidiaries during
the preceding fiscal year has been made under the
supervision of the signing Officers with a view to
determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture
applicable to such series, and further stating, as to each
such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this
Indenture applicable to such series and is not in default in
the performance or observance of any of the terms,
provisions and conditions hereof applicable to such series
(or, if a Default or Event of Default applicable to such
series shall have occurred, describing all such Defaults or
Events of Default of which he may have knowledge) and that
to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account
of the Principal of or interest, if any, on the Securities
of such series are prohibited, or if such event has
occurred, a description of the event.  The first certificate
pursuant to this Section 4.03(a) shall be for the fiscal
year ending on December 31 of the calendar year in which
Securities of such series are first issued under this
Indenture.

          (b)  So long as not contrary to the then current
recommendations of the American Institute of Certified
Public Accountants or to a written policy adopted by the
Company's independent public accountants which has been
previously applied (a copy of which shall be delivered to
the Trustee), the annual financial statements delivered
pursuant to Section 4.02 shall be delivered to the Trustee
for each series of Securities accompanied by a written
statement of the Company's independent public accountants
(which shall be Arthur Andersen LLP or another firm of
established national reputation) that in making the
examination necessary for certification of such financial
statements nothing has come to their attention which would
lead them to believe that the Company has violated any
provisions of Article 4 or 5 of this Indenture applicable to
such series or, if any such violation has occurred,
specifying the nature and period of existence thereof, it
being understood that, for purposes hereof, such accountants
shall not be liable directly or indirectly to any person for
any failure to obtain knowledge of any such violation.

                             27
<PAGE>
          (c)  The Company will, so long as any of the
Securities are outstanding, deliver to the Trustee for each
series of Securities outstanding, forthwith upon becoming
aware of (i) any Default, Event of Default or default in the
performance of any covenant, agreement or condition
contained in this Indenture applicable to such series or
(ii) any event of default under any other mortgage,
indenture or instrument as that term is used in Section
6.01(4), an Officers' Certificate specifying such Default,
Event of Default or default.

Section 4.04.  Stay, Extension and Usury Laws.
_____________  _______________________________

          The Company covenants to the Holders of Securities
of each series (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead or in any
manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, which may affect the covenants
or the performance of this Indenture applicable to such
series; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any
power herein granted to the Trustee for such series, but
will suffer and permit the execution of every such power as
though no such law has been enacted.

Section 4.05.  Corporate Existence.
_____________  ____________________

          Subject to Article 5 hereof, the Company will do
or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and
the corporate, partnership or other existence of each
subsidiary of the Company, if any, in accordance with the
respective organizational documents of each such entity and
the rights (charter and statutory), licenses and franchises
of the Company and its subsidiaries; provided, however, that
the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership
or other existence of any subsidiary, if the Board of
Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct
of the business of the Company and its subsidiaries taken as
a whole and that the loss thereof is not adverse in any
material respect to the Holders of any series of Securities.

Section 4.06.  Taxes.
_____________  ______

          The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes,
assessments and governmental levies, except as contested in
good faith and by appropriate proceedings or where the
failure to pay would not have a material adverse effect on
the Company and its respective subsidiaries taken as a
whole.
                             28
<PAGE>
Section 4.07.  Change in Control.
_____________  __________________

          If there is a Change in Control (the time of a
Change in Control being referred to as the "Change in
Control Date"), then the Company shall (a) commence, within
five business days following the Change in Control Date, an
offer to repurchase (the "Repurchase Offer") all of the then
outstanding Securities at the Repurchase Price (as defined
below) and (b) deposit with the Paying Agent an amount equal
to the aggregate Repurchase Price for all Securities then
outstanding so as to be available for payment to the Holders
of Securities who elect to require the Company to repurchase
all or a portion of their Securities.

         The Repurchase Offer for the Securities shall be
made at a price of 101% of the Principal Amount, plus
accrued interest to the Repurchase Date (as defined below)
(the "Repurchase Price").

          If the Repurchase Date (as defined below) is on or
after an interest payment record date and on or before the
related interest payment date, any accrued interest will be
paid to the person in whose name a Security is registered at
the close of business on such record date, and no additional
interest will be payable to Holders who tender Securities
pursuant to the Repurchase Offer.
          
          Notice of any Repurchase Offer shall be mailed by
the Company to the Trustee and the Holders of the Securities
at their last registered addresses.  The Repurchase Offer
shall remain open from the time of mailing until 10 Business
Days thereafter, and no longer, unless a longer period is
required by law or stock exchange rule or unless a majority
of the Continuing Directors of the Company votes in favor of
extending such period (the date on which the Repurchase
Offer closes being the "Repurchase Date").  The notice shall
contain all instructions and materials necessary to enable
such Holders to tender Securities pursuant to the Repurchase
Offer.  The notice, which shall govern the terms of the
Repurchase Offer, shall state:

               (1)  that the Repurchase Offer is being made
     pursuant to this Section 4.07 and that Securities will
     be accepted for payment either (A) in whole or (B) in
     part in integral multiples of $1,000;

               (2)  the Repurchase Price and the Repurchase
     Date;

               (3)  that any Security not tendered will
     continue to accrue interest;

               (4)  that any Security accepted for payment
     pursuant to the Repurchase Offer shall cease to accrue
     interest from and after the Repurchase Date;

                             29
<PAGE>
               (5)  that Holders electing to have a Security
     of any series purchased pursuant to the Repurchase
     Offer will be required to surrender the Security, with
     such form, if any, as shall be specified in the notice
     completed, to the Paying Agent for such series at the
     address specified in the notice prior to the close of
     business on the Repurchase Date;

               (6)  that Holders of any series will be
     entitled to withdraw their election if the Paying Agent
     for such series receives, not later than three Business
     Days before the Repurchase Date, a telegram, telex,
     facsimile transmission or letter setting forth the name
     of the Holder, the Principal Amount of Securities the
     Holder delivered for purchase and a statement that such
     Holder is withdrawing his election to have such
     Securities purchased; and

               (7)  that Holders whose Securities of any
     series are purchased only in part will be issued new
     Securities of the same series equal in Principal Amount
     to the unpurchased portion of the Securities
     surrendered.

          On the Repurchase Date, the Company shall, to the
extent lawful, (i) accept for payment Securities of each
series or portions thereof tendered pursuant to the
Repurchase Offer and (ii) deliver to the Trustee for such
series the Securities of such series so tendered together
with an Officers' Certificate stating the Securities of such
series or portions thereof accepted for payment by the
Company.  The Paying Agent for each series of Securities
shall promptly mail or deliver to Holders of Securities of
such series so accepted payment in an amount equal to the
Repurchase Price.  The Trustee shall promptly authenticate
and mail or deliver to each Holder who tendered a Security
of any series a new Security or Securities of such series
equal in Principal Amount to any untendered portion of the
Security surrendered.  The Paying Agent for each series of
Securities shall invest funds deposited with it pursuant to
this Section 4.07 for the benefit of, and at the written
direction of, the Company to the Repurchase Date.


                          ARTICLE 5
                         SUCCESSORS

Section 5.01.  When the Company May Merge, etc.
_____________  ________________________________

          The Company shall not consolidate or merge with or
into, or sell, lease, convey or otherwise dispose of all or
substantially all of its Assets to, any person unless:

                             30
<PAGE>
               (1)  the person formed by or surviving any
     such consolidation or merger (if other than the
     Company), or to which such disposition shall have been
     made, is a corporation organized and existing under the
     laws of the United States, any State thereof or the
     District of Columbia;

               (2)  the corporation formed by or surviving
     any such consolidation or merger (if other than the
     Company), or to which such disposition shall have been
     made, assumes by supplemental indenture all the
     obligations of the Company under the Securities and
     this Indenture; and

               (3)  immediately after the transaction no
     Default or Event of Default exists.

          The Company shall deliver to the Trustee for each
series of Securities prior to the consummation of the
proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the
proposed transaction and such supplemental indenture comply
with the provisions of this Indenture applicable to such
series.

Section 5.02.  Successor Corporation Substituted.
_____________  __________________________________

          Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or
substantially all of the Assets of the Company in accordance
with Section 5.01, the successor corporation formed by such
consolidation or into or with which the Company is merged or
to which such sale, lease, conveyance or other disposition
is made shall succeed to, and be substituted for, and may
exercise every right and power of the Company under this
Indenture with the same effect as if such successor person
had been named as the Company herein.


                          ARTICLE 6
                    DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
_____________  __________________

          Unless otherwise specified as contemplated by
Section 2.03 with respect to any series of Securities, an
"Event of Default" occurs with respect to each series of
Securities individually, if:

          (1)  the Company defaults in the payment of
interest on any Security of such series when the same
becomes due and payable and the Default continues for 30
days after the date due and payable;

                             31
<PAGE>
          (2)  the Company defaults in the payment of the
Principal of any Security of such series when the same
becomes due and payable at maturity, upon redemption or
otherwise;

          (3)  the Company fails to comply with any of its
other agreements or covenants in such series of Securities
or in this Indenture and applicable to such series of
Securities and the Default continues for the period and
after the notice specified below;

          (4)  an event of default occurs under any
mortgage, indenture (other than this Indenture) or
instrument under which there may be issued or by which there
may be secured or evidenced any Indebtedness of the Company
or any subsidiary thereof (or the payment of which is
guaranteed by the Company or any subsidiary of the Company),
whether such Indebtedness or guarantee now exists or shall
be created hereafter, if (a) such event of default results
from the failure to pay principal of or interest upon
maturity on any such Indebtedness, (b) the principal amount
of such Indebtedness, together with the principal amount of
any other such Indebtedness in default for failure to pay
principal or interest thereon upon maturity, aggregates
$50,000,000 or more and (c) the Default continues for the
period and after the notice specified below;

          (5)  a final judgment or final judgments, no
longer subject to appeal, for the payment of money are
entered by a court or courts of competent jurisdiction
against the Company or any subsidiary thereof and such
remains undischarged for a period (during which such
judgment remains undischarged, unvacated or unstayed) of 60
days, provided that the aggregate of all such judgments
exceeds $50,000,000 and the Default continues for the period
and after the notice specified below;

          (6)  the Company, pursuant to or within the
meaning of any Bankruptcy Law:

               (A)  commences a voluntary case,

               (B)  consents to the entry of an order for
     relief against it in an involuntary case,

               (C)  consents to the appointment of a
     Custodian of it or for all or substantially all of its
     property,
               (D)  makes a general assignment for the
     benefit of its creditors, or

               (E)  admits in writing its inability
     generally to pay its debts as the same become due;

          (7)  a court of competent jurisdiction enters an
     order or decree under any Bankruptcy Law that:

                             32
<PAGE>
               (A)  is for relief against the Company or any
     Material Subsidiary of the Company in an involuntary
     case,

               (B)  appoints a Custodian of the Company for
     all or substantially all of the property of the Company
     or any Material Subsidiary of the Company, or

               (C)  orders the liquidation of the Company,
     and the order or decree remains unstayed and in effect
     for 60 days; or

          (8)  there has occurred a revocation, suspension
     or involuntary loss of any Gaming License by the
     Company or any subsidiary of the Company (after the
     same shall have been obtained) which results in the
     cessation of operation of the business at the Existing
     Properties for a period of more than 90 consecutive
     days.

          The term "Bankruptcy Law" means title 11, U.S.
Code or any similar federal or state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any
Bankruptcy Law.

          A Default under clause (3) (other than a Default
under Section 4.05, 4.07 or 5.01, each of which Default
shall be an Event of Default without the notice or passage
of time specified in this paragraph) or (5) is not an Event
of Default with respect to a series of Securities until the
Trustee or the Holders of at least 25% in Principal Amount
of such series of Securities then outstanding notify the
Company of the Default and the Company does not cure the
Default or cause the Default to be cured within 60 days
after receipt of the notice.  The notice must specify the
Default, demand that it be remedied and state that the
notice is a "Notice of Default."

          A Default under clause (4) is not an Event of
Default with respect to a series of Securities until the
Trustee with respect to such series or the Holders of at
least 25% in Principal Amount of such series then
outstanding notify the Company of the Default and the
Company has not caused such Default to be cured or waived or
such acceleration to be rescinded or annulled within 10 days
after receipt of the notice.  The notice must specify the
Default, demand that it be rescinded or annulled and state
that the notice is a "Notice of Default."

                             33
<PAGE>
          In the case of any Event of Default pursuant to
the provisions of this Section 6.01 occurring with respect
to a series of Securities by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the
premium which the Company would have had to pay if the
Company then had elected optionally to redeem such series of
Securities, an equivalent premium (or, in the event that the
Company would not be permitted to redeem such series of
Securities optionally on such date, the premium payable on
the first date thereafter on which such redemption would be
permissible) shall also become and be immediately due and
payable with respect to such series to the extent permitted
by law, anything in this Indenture applicable to such series
or in the Securities of such series contained to the
contrary notwithstanding.

Section 6.02.  Acceleration.
_____________  _____________

          If an Event of Default relating to any series of
Securities (other than an Event of Default specified in
clause (6) or (7) of Section 6.01) occurs and is continuing,
the Trustee with respect to such series by notice to the
Company (and if Senior Bank Debt (as defined in any
indenture supplemental hereto) is outstanding, to the
representative of the Senior Bank Debt as specified in such
supplemental indenture), or the Holders of at least 25% in
Principal Amount of the then outstanding Securities of such
series by notice to the Company (and to such Trustee if
given by the Holders of such series of Securities), may
declare the unpaid Principal (or, in the case of Original
Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of and any accrued interest
on all the Securities of such series to be due and payable.
Upon such declaration, the Principal of and interest on such
series shall be due and payable immediately; provided,
however, that so long as any Senior Credit Agreement (as
defined in any indenture supplemental hereto) shall be in
force and effect, if an Event of Default with respect to any
series of Securities shall have occurred and be continuing
(other than an Event of Default pursuant to clause (6) or
(7) of Section 6.01 with respect to the Company or any
Material Subsidiary), any acceleration pursuant to this
Section 6.02 shall not be effective until the earlier of (a)
three Business Days following a notice of acceleration given
to the representative of the Senior Bank Debt (which notice
shall be given only after an Event of Default has occurred)
unless such Event of Default is theretofore cured or (b) the
acceleration of any Indebtedness under the Senior Credit
Agreement.  If an Event of Default specified in clause (6)
or (7) of Section 6.01 occurs with respect to any series of
Securities, such an amount shall ipso facto become and be
immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder of such series.

                             34
<PAGE>
The Holders of a majority in Principal Amount of any series
of then outstanding Securities by notice to the Trustee with
respect to such series may rescind an acceleration with
respect to such series and its consequences if the
rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to such
series have been cured or waived, except non-payment of
Principal of or interest on such series that has become due
solely because of the acceleration.

Section 6.03.  Other Remedies.
_____________  _______________

          If an Event of Default with respect to any series
of Securities occurs and is continuing, the Trustee with
respect to such series may pursue any available remedy to
collect the payment of Principal of or interest on the
Securities of such series or to enforce the performance of
any provision of the Securities of such series or any
provision of this Indenture applicable to such series.

          The Trustee may maintain a proceeding even if it
does not possess any of the Securities or does not produce
any of them in the proceeding.  A delay or omission by the
Trustee or any Securityholder of a series of Securities in
exercising any right or remedy accruing upon an Event of
Default with respect to such series shall not impair the
right or remedy or constitute a waiver of or acquiescence in
such Event of Default.  All remedies are cumulative to the
extent permitted by law.

Section 6.04.  Waiver of Past Defaults.
_____________  ________________________

          Subject to Section 9.02, the Holders of a majority
in Principal Amount of any series of then outstanding
Securities by notice to the Trustee may waive an existing
Default or Event of Default with respect to such series of
Securities and its consequences.

Section 6.05.  Control by Majority.
_____________  ____________________

          The Holders of a majority in Principal Amount of
any series of then outstanding Securities may direct the
time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or
power conferred on it with respect to any default under such
series of Securities.  However, subject to Section 7.01, the
Trustee may refuse to follow any direction that conflicts
with any rule of law or this Indenture, that is unduly
prejudicial to the rights of another Holder of such series
of Securities, or that would involve the Trustee in personal
liability.

                             35
<PAGE>
Section 6.06.  Limitation on Suits.
_____________  ____________________

          A Holder of any series of Securities may not
pursue a remedy with respect to this Indenture or any series
of Securities unless:

               (1)  the Holder gives to the Trustee written
     notice stating that an Event of Default with respect to
     the Securities of that series is continuing;

               (2)  the Holders of at least 25% in aggregate
     Principal Amount of such series of Securities then
     outstanding make a written request to the Trustee to
     pursue the remedy;

               (3)  such Holder or Holders offer to the
     Trustee indemnity satisfactory to the Trustee against
     any loss, liability or expense;

               (4)  the Trustee does not comply with the
     request within 60 days after receipt of the notice, the
     request and the offer of indemnity; and

               (5)  during such 60-day period the Holders of
     a majority in aggregate Principal Amount of such series
     of Securities then outstanding do not give the Trustee
     a direction inconsistent with the request.

A Holder of any series of Securities may not use this
Indenture to prejudice the rights of another Holder of such
series of Securities or to obtain a preference or priority
over another Holder.

Section 6.07.  Rights of Holders to Receive Payment.
_____________  _____________________________________

          Notwithstanding any other provision of this
Indenture, the right of any Holder of a Security to receive
payment of the Principal of and interest on such Security,
on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08.  Collection Suit by Trustee.
_____________  ___________________________

          If an Event of Default specified in Section
6.01(1) or (2) with respect to Securities of any series
occurs and is continuing, the Trustee may recover judgment
as permitted under applicable law in its own name and as
trustee of an express trust against the Company or any other
obligor on the Securities for the whole amount of Principal
(or such portion of the Principal as may be specified as due

                            36
<PAGE>
upon acceleration at that time in the terms of that series
of Securities) and interest remaining unpaid with respect to
such series of Securities and interest on overdue Principal
and interest and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

Section 6.09.  Trustee May File Proofs of Claim.
_____________  _________________________________

          The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative
to the Company, its creditors or its property.  Nothing
contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the
rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any
such proceeding.

Section 6.10.  Priorities.
_____________  ___________

          Subject to any applicable subordination provisions
in any indenture supplemental hereto, if the Trustee
collects any money pursuant to this Article with respect to
any series of Securities, it shall pay out the money in the
following order:

                First:    to the Trustee for amounts
                          due under Section 7.07;

                Second:   to Securityholders for amounts due 
                          and unpaid on such series of Securities 
                          for Principal and interest, ratably, 
                          without preference or priority of any kind, 
                          according to the amounts due and payable 
                          on such series of Securities for Principal 
                          and interest, respectively; and

                Third:    to the Company or any other obligor on such 
                          series of  Securities, as their interests 
                          may appear, or as a court of competent 
                          jurisdiction  may direct.

          The Trustee may fix a record date and payment date
for any payment to Holders of any series of Securities
pursuant to this Section.  The Trustee shall notify the
Company in writing reasonably in advance of any such record
date and payment date.

                             37
<PAGE>
Section 6.11.  Undertaking for Costs.
_____________  ______________________

          In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by
the party litigant.  This Section does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07,
or a suit by Holders of more than 10% in Principal Amount of
any series of Securities then outstanding.

                          ARTICLE 7
                           TRUSTEE

Section 7.01.  Duties of Trustee.
_____________  __________________

          (a)  If an Event of Default has occurred and is
continuing with respect to any series of Securities, the
Trustee with respect to such series shall exercise such of
the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

          (b)  Except during the continuance of an Event of
Default with respect to any series of Securities:

               (1)  the Trustee with respect to such series
     need perform only those duties that are specifically
     set forth in this Indenture and no others.

               (2)  in the absence of bad faith on its part,
     the Trustee may conclusively rely, as to the truth of
     the statements and the correctness of the opinions
     expressed therein, upon certificates or opinions
     furnished to the Trustee and conforming to the
     requirements of this Indenture.  However, the Trustee
     shall examine the certificates and opinions to
     determine whether or not they conform to the
     requirements of this Indenture.

          (c)  The Trustee may not be relieved from
liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

               (1)  this paragraph does not limit the effect
     of paragraph (b) of this Section.

                             38
<PAGE>
               (2)  the Trustee shall not be liable for any
     error of judgment made in good faith by a Trust
     Officer, unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts.

               (3)  the Trustee shall not be liable with
     respect to any action it takes or omits to take in good
     faith in accordance with a direction received by it
     pursuant to Section 6.05.

          (d)  Every provision of this Indenture that in any
way relates to the Trustee is subject to paragraphs (a), (b)
and (c) of this Section.

          (e)  The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

          (f)  The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree
in writing with the Company.  Money held in trust by the
Trustee need not be segregated from other funds except to
the extent required by law.

Section 7.02.  Rights of Trustee.
_____________  __________________

          (a)  The Trustee may rely on any document believed
by it to be genuine and to have been signed or presented by
the proper person.  The Trustee need not investigate any
fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from
acting, it may require an Officers' Certificate or an
Opinion of Counsel, or both.  The Trustee shall not be
liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion
of Counsel.

          (c)  The Trustee may act through agents and shall
not be responsible for the misconduct or negligence of any
agent appointed with due care.

          (d)  The Trustee shall not be liable for any
action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers.

Section 7.03.  Individual Rights of Trustee.
_____________  _____________________________

          The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities of
any series and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have
if it were not Trustee.  Any Agent may do the same with like
rights.  However, the Trustee is subject to Sections 7.10
and 7.11.

                             39
<PAGE>
Section 7.04.  Trustee's Disclaimer.
_____________  _____________________

          The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it
shall not be accountable for the Company's use of the
proceeds from the Securities, and it shall not be
responsible for any statement of the Company in the
Indenture or any statement in the Securities other than its
authentication.

Section 7.05.  Notice of Defaults.
_____________  ___________________

          If a Default or Event of Default with respect to
any series of Securities occurs and is continuing and if it
is known to the Trustee with respect to such series, the
Trustee shall mail to the Holders of such series a notice of
the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default or Event of Default
in payment on any series of Securities (including any
failure to make any mandatory redemption payment required
hereunder), the Trustee with respect to such series may
withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the
notice is in the interests of the Holders of such series.

Section 7.06.  Reports by Trustee to Holders.
_____________  ______________________________

          Within 60 days after the reporting date stated
below, the Trustee with respect to each series of Securities
shall mail, if required by TIA Section 313, to the Holders
of such series a brief report dated as of such reporting
date that complies with TIA Section 313(a).  The Trustee
with respect to each series of Securities also shall comply
with TIA Section 313(b)(1) and TIA Section 313(b)(2).  The
Trustee with respect to each series of Securities shall also
transmit by mail all reports as required by TIA Section
313(c).

          Commencing at the time this Indenture is qualified
under the TIA, a copy of each report at the time of its
mailing to Holders of any series of Securities shall be
filed with the SEC and each securities exchange on which the
Securities of such series are listed.  The Company shall
notify the Trustee with respect to a series of Securities
when the Securities of such series are listed on any
securities exchange.

          The reporting date for this Section 7.06 is May 15
of each year.  The first reporting date is May 15 following
the calendar year in which Securities of such series are
first issued under this Indenture.

                               40
<PAGE>
Section 7.07.  Compensation and Indemnity.
_____________  ___________________________

          The Company shall pay to the Trustee from time to
time reasonable compensation for its services hereunder.
The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it.  Such
expenses shall include the reasonable compensation and out-
of-pocket expenses of the Trustee's agents and counsel.

          The Company shall indemnify the Trustee against
any loss or liability incurred by it except as set forth in
the next paragraph.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  The
Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate
counsel, and the Company shall pay the reasonable fees and
expenses of such counsel.  The Company need not pay for any
settlement made without its consent, which consent shall not
be unreasonably withheld.

          The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the
Trustee through negligence or bad faith.

          To secure the Company's payment obligations in
this Section, the Trustee with respect to each series of
Securities shall have a lien prior to the Securities of such
series on all money or property held or collected by the
Trustee, except that held in trust to pay Principal and
interest on particular Securities of such series.

          When the Trustee incurs expenses or renders
services after an Event of Default specified in Section
6.01(6) or (7) occurs, the expenses and the compensation for
the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.08.  Replacement of Trustee.
_____________  _______________________

          The Trustee with respect to any series of
Securities may resign by so notifying the Company; provided,
however, no such resignation shall be effective until a
successor Trustee with respect to such series has accepted
its appointment pursuant to this Section 7.08.  The Holders
of a majority in aggregate Principal Amount of the
Securities of any series at the time outstanding may remove
the Trustee with respect to the Securities of such series by
so notifying the Trustee and may appoint a successor
Trustee.  The Company shall remove the Trustee with respect
to any series of Securities if:

                               41
<PAGE>
               (1)  such Trustee fails to comply with
     Section 7.10;

               (2)  such Trustee is adjudged bankrupt or
     insolvent;

               (3)  a receiver or public officer takes
     charge of such Trustee or its property; or

               (4)  such Trustee otherwise becomes incapable
     of acting.

          If the Trustee resigns or is removed or if a
vacancy exists in the office of Trustee for any reason, with
respect to the Securities of one or more series, the Company
shall promptly appoint, by resolution of its Board of
Directors, a successor Trustee with respect to the
Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to
the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to
the Securities of any series).

          In the case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such
successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring
Trustee shall become effective and the successor Trustee
shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a
notice of its succession to the Holders of the Securities.
The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

          In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the retiring Trustee
and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those

                             42
<PAGE>
series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3)
shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-
trustees of the same trust and that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without
any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor
Trustee relates, but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, subject,
nevertheless, to its lien, if any, provided for in Section
7.07.  Each successor Trustee shall mail a notice of its
succession to the Holders of Securities of the particular
series with respect to which such successor Trustee has been
appointed.

          If a successor Trustee with respect to the
Securities of any series does not take office within 30 days
after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority
in aggregate Principal Amount of the Securities of such
series at the time outstanding may petition any court of
competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

          If the Trustee fails to comply with Section 7.10,
any Holder of a Security of any series for which such
Trustee acts in such capacity may petition any court of
competent jurisdiction for the removal of such Trustee and
the appointment of a successor Trustee.

Section 7.09.  Successor Trustee by Merger, etc.
_____________  _________________________________

          If the Trustee with respect to Securities of any
series consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any
further act shall be the successor Trustee with respect to
the Securities of such series.

                             43
<PAGE>
Section 7.10.  Eligibility; Disqualification.
_____________  ______________________________

          This Indenture shall always have a Trustee with
respect to each series of Securities who satisfies the
requirements of TIA Section 310(a)(1).  The Trustee with
respect to each series of Securities shall always have a
combined capital and surplus (including subordinated capital
notes and earned surplus) of $25,000,000.  The Trustee with
respect to each series of Securities is subject to TIA
Section 310(b), including the optional provision permitted
by the second sentence of TIA Section 310(b)(9).

Section 7.11.  Preferential Collection of Claims Against the
               Company.
_____________  _____________________________________________

          The Trustee with respect to each series of
Securities is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b).  A
Trustee who has resigned or been removed shall be subject to
TIA Section 311(a) to the extent indicated therein.


                          ARTICLE 8
                   DISCHARGE OF INDENTURE


Section 8.01.  Discharge of Liability on Securities.
_____________  _____________________________________

          Except as otherwise contemplated by Section 2.03,
when (a) the Company delivers to the Trustee all outstanding
Securities or all outstanding Securities of any series, as
the case may be, theretofore authenticated and delivered
(other than (i) Securities or Securities of such series, as
the case may be, which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section
2.09, and (ii) Securities or Securities of such series, as
the case may be, for whose payment money has theretofore
been deposited in trust or segregated and held in trust by
the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 3.05) for
cancellation or (b) all outstanding Securities have become
due and payable and the Company deposits with the Trustee
cash sufficient to pay at Stated Maturity the amount of all
Principal of and interest on outstanding Securities or all
outstanding Securities of such series (other than Securities
replaced pursuant to Section 2.09), and if in either case
the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 7.07,
cease to be of further effect as to all outstanding
Securities or all outstanding Securities of any series, as
the case may be.  The Trustee shall join in the execution of
a document prepared by the Company acknowledging

                             44
<PAGE>
satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and
Opinion of Counsel, each containing the applicable
information specified in Sections 11.04 and 11.05, and at
the cost and expense of the Company.

Section 8.02.  Repayment to the Company.
_____________  _________________________

          The Trustee and the Paying Agent shall return to
the Company on Company Request any money held by them for
the payment of any amount with respect to the Securities
that remains unclaimed for two years; provided, however,
that the Trustee or such Paying Agent, before being required
to make any such return, may at the expense and direction of
the Company cause to be published once in an Authorized
Newspaper in each Place of Payment of or mail to each such
Holder notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing, any
unclaimed money then remaining will be returned to the
Company.  After return to the Company, Holders entitled to
the money must look to the Company for payment as general
creditors unless an applicable abandoned property law
designates another person.

Section 8.03.  Option to Effect Defeasance or Covenant Defeasance.
_____________  ___________________________________________________

          Unless otherwise specified as contemplated by
Section 2.03 with respect to Securities of a particular
series, the Company, may at its option, by Board Resolution,
at any time, with respect to any series of Securities, elect
to have either Section 8.04 or Section 8.05 be applied to
all of the outstanding Securities of any series (the
"Defeased Securities"), upon compliance with the conditions
set forth below in this Article 8.

Section 8.04.  Defeasance and Discharge.
_____________  _________________________

          Upon the Company's exercise under Section 8.03 of
the option applicable to this Section 8.04, the Company
shall be deemed to have been discharged from its obligations
with respect to the Defeased Securities on the date the
conditions set forth below are satisfied (hereinafter
"defeasance").  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the
entire Indebtedness represented by the Defeased Securities,
which shall thereafter be deemed to be "outstanding" only
for the purposes of Sections 2.04, 2.05,2.06, 2.09,2.12,
2.13, 4.01, 6.06, 6.07, 7.07, 7.08 and 8.02 of this
Indenture and to have satisfied all its other obligations
under such series of Securities and this Indenture insofar
as such series of Securities are concerned (and the Trustee,

                             45
<PAGE>
at the expense of the Company, and, upon written request,
shall execute proper instruments acknowledging the same).
Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.04 notwithstanding
the prior exercise of its option under Section 8.05 with
respect to a series of Securities.

Section 8.05.  Covenant Defeasance.
_____________  ____________________

          Upon the Company's exercise under Section 8.03 of
the option applicable to this Section 8.05, the Company
shall be released from its obligations under Sections 4.02,
4.03, 4.06 and 4.07 and Article 5 and such other provisions
as may be provided as contemplated by Section 2.03 with
respect to Securities of a particular series and with
respect to the Defeased Securities on and after the date the
conditions set forth below are satisfied (hereinafter
"covenant defeasance"), and the Defeased Securities shall
thereafter be deemed to be not "outstanding" for the
purposes of any direction, waiver, consent or declaration or
act of Holders (and the consequences, if any, thereof) in
connection with such covenants, but shall continue to be
deemed "outstanding" for all other purposes hereunder.  For
this purpose, such covenant defeasance means that, with
respect to the Defeased Securities, the Company may omit to
comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section
or Article, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or Article or
by reason of any reference in any such Section or Article to
any other provisions herein or in any other document and
such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01 but, except as specified
above, the remainder of this Indenture and such Defeased
Securities shall be unaffected thereby.

Section 8.06.  Conditions to Defeasance or Covenant Defeasance.
_____________  ________________________________________________

          The following shall be the conditions to
application of either Section 8.04 or Section 8.05 to a
series of outstanding Securities.

          (a)  The Company shall have irrevocably deposited
     with the Trustee, in trust, (i) sufficient funds in the
     currency or currency unit in which the Securities of
     such series are denominated to pay the Principal of and
     interest to Stated Maturity (or redemption) on, the
     Securities of such series, or (ii) such amount of
     direct obligations of, or obligations the principal of
     and interest on which are fully guaranteed by, the
     government which issued the currency in which the
     Securities of such series are denominated, and which
     are not subject to prepayment, redemption or call
     ("Qualified Government Obligations"), as will, together

                             46
<PAGE>
     with the predetermined and certain income to accrue
     thereon without consideration of any reinvestment
     thereof, be sufficient to pay when due the Principal
     of, and interest to Stated Maturity (or redemption) on,
     the Securities of such series, or (iii) any combination
     of funds in the currency or currency unit specified in
     (i) and Qualified Government Obligations, as will,
     together with the predetermined and certain income to
     accrue thereon without consideration of any
     reinvestment thereof, be sufficient to pay when due the
     Principal of, and interest to Stated Maturity (or
     redemption) on, the Securities of such series;

          (b)  The Company shall (i) have delivered an
     Opinion of Counsel that the Holders of the Securities
     of such series will not recognize income, gain or loss
     for United States federal income tax purposes as a
     result of such defeasance, and will be subject to tax
     in the same manner as if no defeasance and discharge or
     covenant defeasance, as the case may be, had occurred
     or (ii) in the case of an election under Section 8.04
     the Company shall have delivered to the Trustee an
     Opinion of Counsel to the effect that (A) the Company
     has received from, or there has been published by, the
     Internal Revenue Service a ruling or (B) since the date
     this Indenture was first executed, there has been a
     change in the applicable federal income tax law, in
     either case to the effect that, and based thereon such
     Opinion of Counsel shall confirm that, the Holders of
     outstanding Securities of that particular series will
     not recognize income, gain or loss for federal income
     tax purposes as a result of such defeasance; and

          (c)  If applicable, the Company shall have
     delivered to the Trustee an Opinion of Counsel to the
     effect that the funds deposited pursuant to Section
     8.06(a) will not be subject to the rights of the
     holders of "Senior Indebtedness" as defined in any
     indenture supplemental hereto applicable to the
     Securities of such series.


                          ARTICLE 9
                         AMENDMENTS

Section 9.01.  Without Consent of Holders.
_____________  ___________________________

          Without the consent of any Holder of Securities,
the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the
following purposes:

                             47
<PAGE>
               (1)  to evidence the succession of another
     corporation to the Company and the assumption by any
     such successor of the covenants of the Company herein
     and in the Securities; or

               (2)  to add to the covenants, agreements and
     obligations of the Company for the benefit of the
     Holders of all of the Securities or any series thereof,
     or to surrender any right or power herein conferred
     upon the Company; or

               (3)  to establish the form and/or terms of
     Securities of any series as permitted by Sections 2.01
     and 2.03, respectively; or

               (4)  to evidence and provide for the
     acceptance of appointment hereunder by a successor
     Trustee with respect to the Securities of one or more
     series and to add to or change any of the provisions of
     this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder
     by more than one Trustee, pursuant to the requirements
     of Section 7.08; or

               (5)  to cure any ambiguity, defect or
     inconsistency; or

               (6)  to add to, change or eliminate any of
     the provisions of this Indenture (which addition,
     change or elimination may apply to one or more series
     of Securities), provided that any such addition, change
     or elimination other than those permitted by all or any
     of clauses (1), (2), (3), (4), (5), (7), (8), (9), (10)
     and (11) of this Section 9.01 shall neither (a) apply
     to any Security of any series created prior to the
     execution of such supplemental indenture and entitled
     to the benefit of such provision nor (b) modify the
     rights of the Holder of any such Security with respect
     to such provision; or

               (7)  to comply with Article 5; or

               (8)  to comply with any requirements of the
     SEC in connection with the qualification or
     requalification of this Indenture under the TIA; or

               (9)  to provide for uncertificated Securities
     in addition to certificated Securities; or

               (10) to secure the Securities; or

               (11) to make any change that does not
     adversely affect the legal rights hereunder of any
     Securityholder.

                             48
<PAGE>
Section 9.02.  With Consent of Holders.
_____________  ________________________

          Subject to Section 6.07, the Company and the
Trustee with respect to any series of Securities may amend
or supplement this Indenture or such series of Securities
without notice to any Securityholder but with the written
consent of the Holders of at least a majority in Principal
Amount of the then outstanding Securities of each series
affected by such amendment or supplement, with each such
series voting as a separate class.  The Holders of a
majority in Principal Amount of any series of Securities
then outstanding may also waive compliance in a particular
instance by the Company with any provision of this Indenture
with respect to that series or the Securities of that
series.

          However, without the consent of each
Securityholder affected, an amendment, supplement or waiver
under this Section, including a waiver pursuant to Section
6.04, may not:

               (1)  reduce the amount of Securities whose
     Holders must consent to an amendment, supplement or
     waiver;

               (2)  reduce the rate of or change the time
     for payment of interest on any Security in a manner
     adverse to the Holders thereof;

               (3)  reduce the Principal of, or extend the
     Stated Maturity of any Security or alter the redemption
     provisions of any Securities in a manner adverse to the
     Holders thereof;

               (4)  make any Security payable in money other
     than that stated in the Security;

               (5)  make any change in Section 6.04, 6.07 or
     9.02 (this sentence); or

               (6)  waive a default in the payment of the
     Principal of, or interest on, any Security.

          To secure a consent of the Holders under this
Section it shall not be necessary for the Holders to approve
the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves
the substance thereof.

                             49
<PAGE>
          After an amendment, supplement or waiver under
this Section becomes effective, the Company shall mail to
Holders of Securities of each series affected thereby a
notice briefly describing the amendment, supplement or
waiver.

Section 9.03.  Compliance with Trust Indenture Act.
_____________  ____________________________________

          Every amendment to or supplement of this Indenture
or the Securities shall comply with the TIA as then in
effect.

Section 9.04.  Revocation and Effect of Consents.
_____________  __________________________________

          Until an amendment, supplement or waiver becomes
effective, a consent to such amendment, supplement or waiver
by a Holder of a Security is a continuing consent by the
Holder and every subsequent Holder of a Security or portion
of a Security that evidences the same Indebtedness as the
consenting Holder's Security, even if notation of the
consent is not made on any Security.  However, any such
Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives
notice of revocation before the date on which the Trustee
receives an Officers' Certificate certifying that the
Holders of the requisite Principal Amount of Securities of
each affected series have consented to the amendment,
supplement or waiver (or before such later date as may be
required by law or stock exchange rule).

          The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement or waiver
permitted by this Indenture.  If a record date is fixed,
then notwithstanding the provisions of the immediately
preceding paragraph, those persons who were Holders at such
record date (or their duly designated proxies), and only
those persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be
Holders after such record date.  No consent of a Holder of a
series of Securities shall be valid or effective for more
than 90 days after such record date unless consents from
Holders of the Principal Amount of Securities of such series
required hereunder for such amendment, supplement or waiver
to be effective shall have also been given and not revoked
within such 90-day period.

                              50
<PAGE>
          After an amendment, supplement or waiver becomes
effective it shall bind every Holder of Securities of an
affected series, unless it is of the type described in any
of clauses (1) through (6) of Section 9.02.  In such case,
the amendment, supplement or waiver shall bind each Holder
of a Security who has consented to it and every subsequent
Holder of a Security or a portion of a Security that
evidences the same Indebtedness as the consenting Holder's
Security.

Section 9.05.  Notation on or Exchange of Securities.
_____________  ______________________________________

          If an amendment, supplement or waiver changes the
terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee.  The Trustee may
place an appropriate notation on the Security about the
changed terms and return it to the Holder.  Alternatively,
if the Company or the Trustee so determines, the Company in
exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

Section 9.06.  Trustee Protected.
_____________  __________________

          The Trustee shall sign any indenture supplemental
hereto relating to any amendment, supplement or waiver
authorized pursuant to this Article if the amendment,
supplement or waiver does not adversely affects its rights.
The Trustee may request an Opinion of Counsel and an
Officers' Certificate, each of which complies with Sections
11.04 and 11.05, stating that such amendment, supplement or
waiver and the related supplemental indenture are permitted
hereunder and all conditions precedent have been complied
with.

                         ARTICLE 10
                 MEETINGS OF SECURITYHOLDERS

Section 10.01.  Purposes for Which Meetings May be Called.
______________  __________________________________________

               A meeting of Holders of any series of
Securities, either separately or jointly, may be called at
any time and from time to time pursuant to the provisions of
this Article 10 for any of the following purposes:

               (a)  to give any notice to the Company or to
     the Trustee, or to give any directions to the Trustee,
     or to waive or consent to the waiving of any Default or
     Event of Default hereunder and its consequences, or to
     take any other action authorized to be taken by
     Securityholders pursuant to any of the provisions of
     Article 6;
                              51
<PAGE>
               (b)  to remove the Trustee or appoint a
     successor Trustee pursuant to the provisions of Article
     7;

               (c)  to consent to an amendment, supplement
     or waiver pursuant to the provisions of Section 9.02;
     or

               (d)  to take any action (i) authorized to be
     taken by or on behalf of the Holders of any specified
     aggregate Principal Amount of such series of Securities
     under any other provision of this Indenture, or
     authorized or permitted by law or (ii) which the
     Trustee deems necessary or appropriate in connection
     with the administration of this Indenture;

     in each case without prejudice to the rights of the
     Company or Holders of Securities to take such action in
     writing in lieu of a meeting.

Section 10.02.  Manner of Calling Meetings.
______________  ___________________________

               The Trustee may at any time call a meeting of
Holders of any series of Securities to take any action
specified in Section 10.01, to be held at such time and at
such place in the City of Las Vegas, Nevada, as the Trustee
shall determine.  Notice of every meeting of Holders of any
series of Securities, setting forth the time and place of
such meeting and in general terms the action or actions
proposed to be taken at such meeting, shall be mailed by the
Trustee, first-class postage prepaid, to the Company, and to
the Holders of such series of Securities at their last
addresses as they shall appear on the registration books of
the Registrar, not less than 10 nor more than 60 days prior
to the date fixed for the meeting.

               Any meeting of Holders of the Securities
shall be valid without notice if (i) with respect to a
meeting of any series of Securities, all Holders of such
series of Securities then outstanding are present in person
or by proxy, or if notice is waived before or after the
meeting by all Holders of such series of Securities then
outstanding who are not present and (ii) with respect to a
meeting of all Securityholders, all Holders of such
Securities then outstanding are present in person or by
proxy or if notice is waived before or after the meeting by
all Holders of such Securities then outstanding who are not
present, and, in each case, if the Company and the Trustee
are either present by duly authorized representative or
have, before or after the meeting, waived notice.

                              52
<PAGE>
Section 10.03.  Call of Meetings by Company or Holders.
______________  _______________________________________

               In case at any time the Company, pursuant to
resolution of its Board of Directors or the Holders of not
less than 25% in aggregate Principal Amount of any series of
Securities then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of such series,
either separately or jointly, to take any action specified
in Section 10.01, by written request setting forth in
reasonable detail the action or actions proposed to be taken
at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days of receipt of such
request, then the Company or the Holders of such series of
Securities in the amount above specified may determine the
time and place in the City of Las Vegas, Nevada, or in the
Borough of Manhattan, City of New York, for such meeting and
may call such meeting for the purpose of taking such action,
by mailing or causing to be mailed notice thereof as
provided in Section 10.02, or by causing notice thereof to
be published at least once in each of two successive
calendar weeks (on any day of the week) in a newspaper or
newspapers printed in the English language, customarily
published at least five days a week and of general
circulation in the City of Las Vegas, Nevada and in the
Borough of Manhattan, City of New York, the first such
publication to be not less than 10 nor more than 60 days
prior to the date fixed for the meeting.

Section 10.04.  Who May Attend or Vote at Meetings.
______________  ___________________________________

               To be entitled to vote at any meeting of
Securityholders, a person shall (a) be a registered Holder
of one or more Securities (or, if the meeting is of Holders
of one or more (but not all) series of Securities, one or
more Securities of such Series), or (b) be a person
appointed by an instrument in writing as proxy for the
registered Holder or Holders of Securities (or, if the
meeting is of Holders of one or more (but not all) series of
Securities, one or more Securities of such series).  The
only persons who shall be entitled to be present or to speak
at any meeting of Securityholders shall be the persons
entitled to vote at such meeting and their counsel and any
representative of the Trustee and its counsel and any
representatives of the Company and its counsel.

                              53
<PAGE>
Section 10.05.  Regulations by Trustee; Conduct of Meeting;
                Voting Rights; Adjournment.
______________  ___________________________________________

               Notwithstanding any other provision of this
Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Securityholders,
in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, and submission and
examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the
conduct of the meeting as it shall think appropriate.  Such
regulations may fix a record date and time for determining
the Holders of record of Securities entitled to vote at such
meeting, in which case those and only those persons who are
Holders of Securities at the record date and time so fixed,
or their proxies, shall be entitled to vote at such meeting
whether or not they shall be such Holders at the time of the
meeting.

               The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless
the meeting shall have been called by the Company or by
Securityholders as provided in Section 10.03, in which case
the Company or the Securityholders calling the meeting, as
the case may be, shall in like manner appoint a temporary
chairman.  A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Holders of a
majority in Principal Amount of the Securities represented
at the meeting and entitled to vote.

               At any meeting each Securityholder or proxy
shall be entitled to one vote for each $1,000 Principal
Amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any
meeting in respect of any Securities challenged as not
outstanding and ruled by the chairman of the meeting to be
not outstanding.  The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him
or instruments in writing as aforesaid duly designating him
as the person to vote on behalf of other Securityholders.
At any meeting of Securityholders, the presence of persons
holding or representing any number of Securities shall be
sufficient for a quorum.  Any meeting of Securityholders
duly called pursuant to the provisions of Section 10.02 or
Section 10.03 may be adjourned from time to time by vote of
the Holders of a majority in aggregate Principal Amount of
the Securities represented at the meeting and entitled to
vote, and the meeting may be held as so adjourned without
further notice.

                              54
<PAGE>
Section 10.06.  Voting at the Meeting and Record to be Kept.
______________  ____________________________________________

               The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballots on
which shall be subscribed the signatures of the Holders of
Securities or of their representatives by proxy and the
Principal Amount of the Securities voted by the ballot.  The
permanent chairman of the meeting shall appoint two
inspectors of votes, who shall count all votes cast at the
meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the
meeting.  A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to such
record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts, setting forth a
copy of the notice of the meeting and showing that such
notice was mailed as provided in Section 10.02 or published
as provided in Section 10.03.  The record shall be signed
and verified by the affidavits of the permanent chairman and
the secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting

               Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

Section 10.07.  Exercise of Rights of Trustee or Security Holders 
                not Hindered or Delayed by Call of Meeting.
______________  _________________________________________________

               Nothing in this Article 10 contained shall be
deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders or any rights expressly
or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the
Securityholders under any of the provisions of this
Indenture or of the Securities.


                          ARTICLE 11
                         MISCELLANEOUS

Section 11.01.  Trust Indenture Act Controls.
______________  _____________________________

               If any provision of this Indenture limits,
qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the
required provision shall control.

                              55
<PAGE>
Section 11.02.  Notices.
______________  ________

               Any notice or communication by the Company or
the Trustee to the other is duly given if in writing and
delivered in person or mailed by first-class mail to the
other's address:

               The Company's address is:

                    Mirage Resorts, Incorporated
                    3400 Las Vegas Boulevard South
                    Las Vegas, Nevada 89109
                    Attention:  General Counsel


               The Trustee's address is:

                    Firstar Bank of Minnesota, N.A.
                    101 East Fifth Street
                    Corporate Trust Department
                    St. Paul, Minnesota 55101

               The Company or the Trustee by notice to the
other may designate additional or different addresses for
subsequent notices or communications.

               Any notice or communication to a
Securityholder shall be mailed by first-class mail to his
address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

               If a notice or communication is mailed in the
manner provided above within the time prescribed, it is duly
given when mailed, whether or not the addressee receives it.

               If the Company mails a notice or
communication to Securityholders, it shall mail a copy to
the Trustee and each Agent at the same time.

Section 11.03.  Communication by Holders with Other Holders.
______________  ____________________________________________

               Securityholders may communicate pursuant to
TIA Section 312(b) with other Securityholders with respect
to their rights under this Indenture or the Securities.  The
Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

                              56
<PAGE>
Section 11.04.  Certificate and Opinion as to Conditions Precedent.
______________  ___________________________________________________

               Upon any request or application by the
Company or any other obligor to the Trustee to take any
action under this Indenture, the Company or any other
obligor, as the case may be, shall furnish to the Trustee:

               (a)  an Officers' Certificate stating that,
     in the opinion of the signers, all conditions
     precedent, if any, provided for in this Indenture
     relating to the proposed action have been complied
     with; and
               (b)  an Opinion of Counsel stating that, in
     the opinion of such counsel, all such conditions
     precedent have been complied with.

Section 11.05.  Statements Required in Certificate or Opinion.
______________  ______________________________________________

                Each Officers' Certificate or Opinion of
Counsel with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

                (1) a statement that the person making such
     certificate or opinion has read such covenant or
     condition;

                (2) a brief statement as to the nature and
     scope of the examination or investigation upon which
     the statements or opinions contained in such
     certificate or opinion are based;

                (3) a statement that, in the opinion of such
     person, he has made such examination or investigation
     as is necessary to enable him to express an informed
     opinion as to whether or not such covenant or condition
     has been complied with; and

                (4) a statement as to whether or not, in the
     opinion of such person, such condition or covenant has
     been complied with.

Section 11.06.  Rules by Trustee and Agents.
______________  ____________________________

                The Trustee may make reasonable rules for
action by or a meeting of Securityholders.  The Registrar or
Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

                              57
<PAGE>
Section 11.07.  Legal Holidays.
______________  _______________

                A "Legal Holiday" is a Saturday, a Sunday or
a day on which banking institutions in the State of Nevada
or New York are not required to be open.  If a payment date
is a Legal Holiday at a Place of Payment, payment may be
made at that place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the
intervening period on such payment.

Section 11.08.  No Recourse Against Others.
______________  ___________________________

                No past, present or future director,
officer, employee, stockholder or incorporator, as such, of
the Company or any successor corporation shall have any
liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation.  Each Securityholder by accepting a Security
waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the
Securities.

Section 11.09.  Counterparts.
______________  _____________

                This Indenture may be executed in any number
of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement.

Section 11.10.  Governing Law.
______________  ______________

                The internal laws of the State of Nevada
shall govern this Indenture and the Securities, without
regard to the conflicts of laws provisions thereof.

Section 11.11.  No Adverse Interpretation of Other Agreements.
______________  ______________________________________________

                This Indenture may not be used to interpret
another indenture, loan or debt agreement of the Company or
a subsidiary.  Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.

Section 11.12.  Successors.
______________  ___________

                All agreements of the Company in this
Indenture and the Securities shall bind its successors.  All
agreements of the Trustee in this Indenture shall bind its
successors.
                             58
<PAGE>
Section 11.13.  Severability.
______________  _____________

                In case any provision in this Indenture or
in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or
impaired thereby.

Section 11.14.  Qualification of Indenture.
______________  ___________________________

                The Company shall qualify this Indenture
under the TIA and shall pay all costs and expenses
(including attorneys' fees for the Company and the
reasonable attorneys' fees for the Trustee) incurred in
connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the
Securities and printing this Indenture and the Securities.
In connection with any such qualification of this Indenture
under the TIA, the Trustee shall be entitled to receive from
the Company any such Officers' Certificates, Opinions of
Counsel or other documentation as it may reasonably request.

Section 11.15.  Table of Contents, Headings, etc.
______________  _________________________________

                The Table of Contents, Cross-Reference Table
and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                             59
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be executed as of the day and year first
above written.

                          SIGNATURES


Dated: As of October 15, 1996         MIRAGE RESORTS, INCORPORATED


                                      By:  STEPHEN A. WYNN
                                           ___________________________
Attest:                                    Stephen A. Wynn
                                           Chairman of the Board
BRUCE A. LEVIN
______________________________
Bruce A. Levin                        (SEAL)
Assistant Secretary
                                      


                                      By:  DANIEL R. LEE
                                           ___________________________
                                           Daniel R. Lee
                                           Chief Financial Officer




Dated:  As of October 15, 1996        FIRSTAR BANK OF MINNESOTA, N.A.
                                      as Trustee

                                      By:  FRANK P. LESLIE
                                           ___________________________
Attest:                                    Frank P. Leslie III
                                           Vice President
LAURA PEARSON
______________________________
Laura Pearson                         (SEAL)
Vice President                        

                             60