AMENDMENT NO. 7 TO REDUCING REVOLVING LOAN AGREEMENT

          This Amendment No. 7 to Reducing Revolving Loan
Agreement (this "Amendment") dated as of January 12, 1998 is
entered into with reference to the Reducing Revolving Loan
Agreement dated as of December 21, 1994 among Victoria
Partners, a Nevada general partnership ("Borrower"), the Banks
referred to therein, The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency and Societe Generale, as Co-Agents, and Bank
of America National Trust and Savings Association, as
Administrative Agent (as amended pursuant to Amendments 1
through 6 thereto, the "Loan Agreement").  Capitalized terms
used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.

          Borrower, the Administrative Agent and the Banks
agree as follows:

          1.   AMENDMENTS TO SECTION 1.1 - AMENDED DEFINITIONS.

               "COMMITMENT" means $100,000,000, MINUS the
     amount of any reductions thereto made pursuant to
     Sections 2.4 and 2.5, PROVIDED, that the amount of the
     Commitment may be increased in the manner contemplated by
     Section 2.10.  The respective Pro Rata Shares of the Banks
     as of the effective date of Amendment No. 6 to this
     Agreement are set forth in SCHEDULE 1.1.

               "MATURITY DATE" means April 2, 2002 or such
     later anniversary thereof to which the Maturity Date may
     be extended pursuant to Section 2.11.

          2.   SECTION 2.5 - SCHEDULED REDUCTIONS OF THE
COMMITMENT.  Section 2.5 of the Loan Agreement is amended to
read in full as follows:

          "2.5  CONTINGENT REDUCTIONS OF COMMITMENT.  If the
     amount of the Commitment is hereafter increased pursuant
     to Section 2.10 to an amount which is in excess of
     $100,000,000, then the Commitment shall automatically and
     permanently reduce on the last day of each subsequent
     Fiscal Quarter through the then current Maturity Date
     (each such date a "REDUCTION DATE") by the "REDUCTION
     AMOUNT" (as defined below).  The Reduction Amount shall be
     determined as of the first Reduction Date, and shall be
     the amount, rounded upwards to the nearest integral
     multiple of $100,000, which is equal to (a) the difference
     between the then effective Commitment MINUS $100,000,000,
     DIVIDED BY (b) the then remaining number of Reduction
     Dates.  The Reduction Amount for each Reduction Date shall

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                              EXHIBIT 10.2

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     be identical, PROVIDED THAT, as of the date of any
     increase in the Commitment pursuant to Section 2.10 or any
     extension to the Maturity Date pursuant to Section 2.11,
     the Reduction Amount for each subsequent Reduction Date
     will be adjusted to reflect such increase or extension in
     accordance with the formula set forth in the second
     sentence of this paragraph.  No reductions shall be
     required under this Section in the absence of an increase
     to the Commitment under Section 2.10."

          3.   PARKING LOT EXCHANGE.  Pursuant to Amendment No.
6 to the Loan Agreement, the Banks authorized the exchange of
certain land owned by Borrower for certain land owned by
Bellagio on the condition that the land transferred by Borrower
was of the same or lesser acreage than that received by
Borrower.  Borrower has informed the Administrative Agent that:

     (a)  the land to be transferred by Borrower comprises
          12.164 acres;

     (b)  the land to be transferred to Borrower comprises
          10.130 acres;

     (c)  however, of the land to be transferred by Borrower,
          an approximately 3.5 acre portion will be dedicated
          by Bellagio to Clark County, Nevada for the purpose
          of providing a right of way for a service road to be
          known as "Resorts Boulevard."

The Banks hereby confirm their authorization of the proposed
parking lot exchange notwithstanding the foregoing variance
from the terms of Amendment No. 6.

          4.   REPRESENTATION AND WARRANTY.  Borrower
represents and warrants to the Administrative Agent and the
Banks that no Default or Event of Default has occurred and
remains continuing, and that Borrower continues to be in
compliance with Section 5.10 of the Loan Agreement (concerning
Hazardous Materials Law).

          5.   CONFIRMATION.  In all other respects, the terms
of the Loan Agreement and the other Loan Documents are hereby
confirmed.

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          IN WITNESS WHEREOF, Borrower, the Administrative
Agent and the Banks have executed this Amendment as of the date
first written above by their duly authorized representatives.

                         "Borrower"
                         
                         VICTORIA PARTNERS, a Nevada general
                         partnership
                         
                         By:  Gold Strike L.V., managing
                              general partner
                         
                         By:  Last Chance Investments,
                              Incorporated, general partner
                         
                              
                              By: WILLIAM A. RICHARDSON
                              ________________________________
                                  William A. Richardson
                                  President
                              
                              
                         By:  MRGS Corp., a Nevada corporation,
                              general partner
                              
                              By: DANIEL R. LEE
                              ________________________________
                                  Daniel R. Lee, Chief
                                  Financial Officer and Treasurer
                         
                         "Administrative Agent"
                         
                         BANK OF AMERICA NATIONAL TRUST AND
                         SAVINGS ASSOCIATION, as Administrative
                         Agent
                         
                                JANICE HAMMOND
                         By: _________________________________
                                Janice Hammond, Vice President
                         
                         "Banks"
                         
                         BANK OF AMERICA NATIONAL TRUST AND
                         SAVINGS ASSOCIATION, as a Bank and as
                         Swing Line Bank
                         
                               WILLIAM S. NEWBY
                         By: _________________________________
                         
                         Title:  Managing Director
                         
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                         THE LONG-TERM CREDIT BANK OF JAPAN,
                         LTD., LOS ANGELES AGENCY, as Co-Agent
                         and a Bank
                         
                               NOBORU AKAHANE
                         By: _________________________________
                                Noboru Akahane
                         Title: Deputy General Manager
                         
                         
                         
                         SOCIETE GENERALE, as Co-Agent and a
                         Bank
                         
                               DONALD L. SCHUBERT
                         By: _________________________________
                                Donald L. Schubert
                         Title: Vice President
                         
                         
                         FIRST SECURITY BANK, N.A., as a Bank
                         
                               DAVID P. WILLIAMS
                         By: _________________________________
                                David P. Williams
                         Title: Vice President
                                                  
                         
                         BANK OF SCOTLAND, as a Bank
                         
                                ANNIE CHIN TAT
                         By: _________________________________
                                Annie Chin Tat
                         Title: Vice President
                         
                         
                         
                         PNC BANK, NATIONAL ASSOCIATION
                         (successor by merger to MIDLANTIC
                         BANK, N.A.), as a Bank
                         
                                DENISE D. KILLEN
                         By: _________________________________
                                Denise D. Killen
                         Title: Vice President
                         
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                         UNITED STATES NATIONAL BANK OF OREGON,
                         as a Bank
                         
                                DALE PARSHALL
                         By: _________________________________
                                Dale Parshall
                         Title: Vice President
                         
                         
                         
                         CREDIT LYONNAIS LOS ANGELES BRANCH,
                         as a Bank
                         
                                DIANNE M. SCOTT
                         By: _________________________________
                                Dianne M. Scott
                         Title: Vice President and Manager
                         
                         
                         BANKERS TRUST COMPANY, as a Bank
                         
                                PATRICIA HOGAN
                         By: _________________________________
                                Patricia Hogan
                         Title: Principal
                        
                         
                         
                         CIBC INC., as a Bank
                         
                                 PAUL J. CHAKMAK
                         By: _________________________________
                                 Paul J. Chakmak
                         Title:  Managing Director
                                 CIBC Oppenheimer Corp., as Agent

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