Exhibit 10(ccc)

           AMENDMENT NO. 6 TO REDUCING REVOLVING LOAN AGREEMENT


          This Amendment No. 6 to Reducing Revolving Loan
Agreement (this  Amendment ) dated as of April 2, 1997 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 by Amendment No. 1 to Reducing Revolving Loan Agreement
dated as of January 31, 1995, Amendment No. 2 to Reducing
Revolving Loan Agreement dated as of June 30, 1995, Amendment No.
3 to Reducing Revolving Loan Agreement dated as of July 28, 1995,
Amendment No. 4 to Reducing Revolving Loan Agreement dated as of
October 16, 1995 and Amendment No. 5 to Reducing Revolving Loan
Agreement dated as of August 1, 1996 (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. 
The definitions of "Applicable Alternate Base Rate Margin,"
"Applicable Commitment Fee Rate," "Applicable Eurodollar Rate
Margin," "Applicable Pricing Level,"  Commitment,   Maturity
Date  and  Swing Line Bank  set forth in Section 1.1 of the Loan
Agreement are amended to read in full as follows:

               "Applicable Alternate Base Rate Margin  means ,
     for each Pricing Period, the interest rate margin set forth
     below (expressed in basis points) opposite the Applicable
     Pricing Level for that Pricing Period:

            Applicable
          Pricing Level          Margin

               I                   0
               II                  0
               III                 0
               IV                  0
               V                  25.00
               VI                 50.00


               "Applicable Commitment Fee Rate  means, for each
     Pricing Period, the rate set forth below (expressed in basis
     points) opposite the Applicable Pricing Level for that
     Pricing Period:

            Applicable
          Pricing Level          Commitment Fee

               I                   25.00
               II                  25.00
               III                 30.00
               IV                  37.50 
               V                   37.50 
               VI                  50.00


               "Applicable Eurodollar Rate Margin  means, for
     each Pricing Period, the interest rate margin set forth
     below (expressed in basis points) opposite the Applicable
     Pricing Level for that Pricing Period:

            Applicable
          Pricing Level            Margin

               I                   62.50
               II                  75.00
               III                 100.00
               IV                  125.00
               V                   150.00
               VI                  175.00

               "Applicable Pricing Level" means, for each Pricing
     Period, the pricing level set forth below opposite the
     pricing criteria achieved by Borrower as of the first day of
     that Pricing Period:  


            Applicable               Annualized Funded
          Pricing Level            Debt Ratio

               I              Less than 1.25 to 1.00 

               II             Equal to or greater than 1.25 to
                              1.00 but less than 1.50 to 1.00

               III            Equal to or greater than 1.50 to
                              1.00 but less than 1.75 to 1.00 

               IV             Equal to or greater than 1.75 to
                              1.00 but less than 2.00 to 1.00 

               V              Equal to or greater than 2.00 to
                              1.00 but less than 2.25 to 1.00 

               VI             Equal to or greater than 2.25 to
                              1.00

                Commitment  means $200,000,000, 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 the date that is five years
     after the effective date of Amendment No. 6 to this
     Agreement, but not later than June 30, 2002, or such later
     anniversary thereof as may be established pursuant to
     Section 2.11.

                Swing Line Bank  means Bank of America National
     Trust and Savings Association, acting through its Nevada
     Corporate Banking Division.

The definition of the term  Disposition  contained in Section 1.1
of the Loan Agreement is hereby amended further by deleting the
word "and" appearing immediately prior to clause (d), by
inserting the word "and" at the end of clause (d), and by adding
a new clause (e) therein as follows:

          "(e)  the exchange pursuant to the Loan Documents of
     certain real property within the Project Site consisting of
     surface parking lots for other property contiguous with the
     Project Site suitable for use as parking for the Project."

          2.   Amendment to Schedule 1.1.  Schedule 1.1 of the
Loan Agreement is hereby amended to read in full as set forth on
Attachment "A" to this Amendment.

          3.   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  Scheduled Mandatory Reductions of Commitment. The
     Commitment shall automatically and permanently reduce on
     September 30, 1997, and on the last day of each subsequent
     Fiscal Quarter through the Maturity Date (each such date a
     "Reduction Date") by the "Reduction Amount  (as defined
     below).  The Reduction Amount shall be determined on
     September 30, 1997, to 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.  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
     same formula. 

          4.   Deletion of Provision for Other Mandatory
Reductions of Commitment.  Section 2.6 of the Loan Agreement
(which formerly required automatic and permanent reductions of
the Commitment by the amount of quarterly Available Cash Flow
and, until the Cut-Off Date, required reductions concurrently
with the making of, and in the amount of, each Permitted Profit
Distribution) is hereby deleted.

          5.   Addition of Increase of Commitment Provision.  The
Loan Agreement is hereby amended by adding a new Section 2.10 to
read in full as follows:


          "2.10.    Optional Increase of Commitment.  

          (a)  Borrower may, by written notice to the
     Administrative Agent and the Banks, request one or more
     increases in the principal amount of the then effective
     Commitment to finance expansions to or enhancements of the
     Project, provided that the aggregate amount of such
     increases shall not exceed $50,000,000.  Any such request
     shall be submitted to the Banks in writing through the
     Administrative Agent not later than 60 days prior to the
     proposed effective date thereof, shall specify the proposed
     increase and effective date, and shall be accompanied by a
     description of the proposed expansion or enhancement of the
     Project and a Certificate of a Responsible Official, signed
     by a Senior Officer of Borrower, to the effect that each of
     the representations and warranties set forth in Article 4
     (other than those which expressly relate to a prior date)
     are true and correct as of the date of the Certificate and
     that no Default or Event of Default has then occurred and
     remains continuing.

          (b)  Provided that no Default or Event of Default
     exists, no Bank shall have any right to object to any such
     increase in the Commitment, provided that no Bank shall be
     required to increase the amount of its Pro Rata Share
     without its express written consent (which may be granted or
     withheld in its sole and absolute discretion).  Each Bank
     shall notify the Administrative Agent within 30 days of its
     receipt of Borrower s request whether it desires to increase
     its Pro Rata Share, ratably with the other participating
     Banks, to effect such increase.   Any Bank not responding
     within this period will be deemed to have refused to
     increase its Pro Rata Share.   If one or more Banks
     determine that they will not increase their Pro Rata Share,
     such Banks will not be released from their existing Pro Rata
     Shares and the remaining principal amount requested by
     Borrower may be assumed by one or more willing Banks or
     Eligible Assignees.

          (c)  The Administrative Agent may (and upon the request
     of the Requisite Banks shall) condition the effectiveness of
     any increase in the amount of the Commitment upon (i) the
     execution by each Eligible Assignee of an agreement of
     joinder to this Agreement in form and substance satisfactory
     to the Administrative Agent, (ii) the execution by all other
     parties to the Loan Documents of such amendments to the Loan
     Documents as the Administrative Agent may require, and (iii)
     provision by Borrower of such other assurances as the
     Administrative Agent may reasonably require, including
     endorsements to title insurance policies, legal opinions and
     the like.  

          (d)  Promptly following the effective date of any
     increase, the Administrative Agent shall prepare and
     circulate to Borrower and the Banks a revised Schedule 1.1
     reflecting such increased Commitment and the revised Pro
     Rata Shares of the Banks.

               (e)  Notwithstanding the provisions of Section
          11.2, any increase of the Commitment contemplated by
          this Section shall not require the unanimous consent of
          the Banks."

          6.   Option To Extend Maturity Date.  The Loan
          Agreement is hereby amended by adding a new Section 2.11 as 
          follows:

          "2.11     Extension of Maturity Date.  

          (a)  At any time after the first anniversary of the
     effective date of Amendment No. 6 to this Agreement, and
     provided that no Default or Event of Default then exists,
     Borrower may, by written request delivered to the
     Administrative Agent, on one or more occasions request one
     year extensions of the Maturity Date.  Each such request
     shall be accompanied by a Certificate of a Responsible
     Official, signed by a Senior Officer of Borrower to the
     effect that each of the representations and warranties set
     forth in Article 4 (other than those which expressly relate
     to a prior date) are true and correct as of the date of the
     Certificate and that no Default or Event of Default has then
     occurred and remains continuing.

          (b)  The Administrative Agent shall promptly forward
     each request for extension, and any accompanying materials,
     to the Banks.  Each Bank, in its sole and absolute
     discretion, shall determine whether to grant the request for
     extension.  Borrower at its option may offer to pay an
     extension fee to each Bank which consents to such extension,
     but if such a fee is offered, it shall be a fee offered
     ratably to each consenting Bank in accordance with the
     Bank's Pro Rata Share.  The Banks agree to use their best
     efforts to respond to each request for extension within
     thirty Banking Days after receipt of such request for
     extension; failure to respond shall in no event be deemed to
     be a consent to the extension.

          (c)  If, and only if, all of the Banks notify the
     Administrative Agent in writing that they consent to the
     requested extension, the Maturity Date shall (subject to
     payment of any agreed-upon extension fee) automatically be
     extended for one year.  The Administrative Agent shall
     notify Borrower and the Banks in writing of each such
     extension."

          7.   Section 6.5 - Distributions.  Section 6.5 of the
Loan Agreement is amended to read in full as follows:

           6.5 Distributions.  Make any Distribution, whether
     from capital, income or otherwise, and whether in Cash or
     other Property, except:

               (a)  Distributions by any Subsidiary of Borrower
          to Borrower or another Subsidiary of Borrower; and

               (b)  when no Default or Event of Default exists or
          would result therefrom, Permitted Tax Distributions;
          and

               (c)  when no Default or Event of Default exists or
          would result therefrom, Permitted Profit Distributions,
          provided that the aggregate amount of Permitted Profit
          Distributions shall not, as of the date of any payment
          thereof, exceed 100% of Available Cash Flow for the
          four (4) most recent fiscal quarters, excluding any
          fiscal quarters ended on or prior to December 31, 1996,
          for which Borrower has delivered financial statements
          to the Administrative Agent in accordance with Section
          7.1(b).

     provided, however, that this Section shall not apply to
     prohibit a Distribution to the extent necessary to prevent a
     License Revocation if (i) no Default or Event of Default
     then exists which is not curable by such Distribution and
     (ii) Borrower has notified the Administrative Agent in
     writing of the necessity to invoke this proviso at least ten
     Banking Days (or such shorter period as may be necessary in
     order to comply with a regulation or order of the relevant
     Gaming Board) in advance. 

          Section 6.13 - Capital Expenditures.  Section 6.13 of
the Loan Agreement is amended to read in full as follows:

           6.13  Capital Expenditures.  Make, or become legally
     obligated to make, any Capital Expenditure:

               (a)  which improves Property other than the Real
          Property or the Project at any time; or


               (b)  without the prior approval of Requisite
          Banks, if such Capital Expenditure involves, or may
          reasonably be expected to involve, an amount in excess
          of $25,000,000. 

          8.   The Completion Guaranty.  The Banks acknowledge
and agree that the Project has been completed, that all
obligations of the Completion Guarantor under the Completion
Guaranty have been satisfied, and that the Completion Guaranty is
terminated. 

          9.   Parking Lot Exchange.   The Banks hereby consent
in advance to the proposed exchange of certain real property
within the Project Site consisting of not more than 12 acres of
surface parking lots for other property of equal or greater
acreage contiguous with the Project Site upon satisfaction of the
following conditions:  

          (i)  the boundaries of the real property transferred
     and the real property received by Borrower shall be roughly
     congruent to the properties described as such on Exhibit A
     hereto; 

          (ii) concurrently with the exchange, a Senior Officer
     of Borrower shall certify to the Administrative Agent that
     (i) to the best of Borrower's knowledge, the value of the
     real property received is equal to or greater than the value
     of the real property transferred, and (ii) no event or
     circumstance has occurred since the date of the Phase I/II
     environmental report delivered to the Banks on the Closing
     Date pursuant to Section 8.1(a)(11) of the Loan Agreement)
     which would cause that report to be inaccurate in any
     respect that is materially adverse to the interests of the
     Banks; 

          (iii) Borrower shall have executed and delivered to the
     Administrative Agent an amendment to the Deed of Trust which
     results in the Deed of Trust being a first priority Lien on
     such Property, subject only to such Permitted Encumbrances,
     Rights of Others and other matters as are acceptable to the
     Administrative Agent (who shall provide a written summary of
     the same to the Banks prior to the effectiveness of any such
     exchange);

          (iv) Borrower shall have obtained endorsements to the
     lenders title insurance policy relating to the Deed of Trust
     assuring the Banks that Borrower is the owner of such
     Property, that the Lien of the Deed of Trust is of first
     priority (subject only to the matters described in clause
     (iii), above), and providing such other assurances as the
     Administrative Agent may request; 

          (v)  The Administrative Agent shall have provided
     copies of the certificate referred to above, the proposed
     amendment to the Deed of Trust, and title insurance
     arrangements to the Banks, and the Majority Banks shall not
     have objected to the same;

          (vi)  Borrower shall have paid all costs associated
     with such transaction; and

          (vii) All other matters relating to such exchange shall
     be reasonably acceptable to the Administrative Agent and its
     counsel.

          Upon the satisfaction of the foregoing, the
Administrative Agent may deliver a partial release of the Deed of
Trust releasing the Property to be transferred by Borrower,
notwithstanding Section 11.2.

          10.  Deliveries.  Concurrently with its execution of
this Amendment, Borrower shall provide the Administrative Agent
with the following, each of which shall be in form and substance
acceptable to the Administrative Agent, at Borrower s sole cost
and expense:

               (a)  Counterparts of this Amendment executed by
     all parties hereto;

               (b)  An amendment to the Deed of Trust in a form
     suitable for recordation in the official records of Clark
     County, Nevada, memorializing the amendments to the Loan
     Agreement contained herein and in previous amendments to the
     Loan Agreement;

               (c)  Such assurances as the Administrative Agent
     may require concerning the authority of Borrower and its
     officers to enter into this Amendment;

               (d)  Such other assurances, certificates,
     documents, consents or opinions as the Administrative Agent
     reasonably may require; and

               (e)  Payment of the reasonable costs and expenses
     of the Administrative Agent in connection with the
     preparation of this Amendment which are invoiced to Borrower
     prior to the date hereof.


          11.  Conditions Precedent.  This Amendment shall be
effective on the date that the Administrative Agent notifies the
Banks that all of the following conditions precedent have been
satisfied:

               (a)  Each of the items referred to in Section 10
     hereof shall have been delivered to the Administrative
     Agent;

               (b)  The Administrative Agent shall have received
     an endorsement to the policy of title insurance held by the
     Administrative Agent with respect to the Deed of Trust which
     is reasonably acceptable to the Administrative Agent, and at
     Borrower s sole expense;

               (c)  The Administrative Agent shall have received
     evidence that Borrower s EBITDA for a three consecutive
     calendar month period during 1997 was not less than
     $18,000,000, which evidence shall consist of (i) certified
     copies of Borrower s financial statements for the first two
     months of that period, and (ii) the month-end managerial
     statement for the third month of that period executed by a
     Senior Officer of Borrower;

               (d)  The representations and warranties of
     Borrower contained in Article 4 of the Loan Agreement (other
     than those which expressly relate to a prior date) shall be
     true and correct;

               (e)  Borrower and any other Parties shall be in
     compliance with all the terms and provisions of the Loan
     Documents and no Default or Event of Default shall have
     occurred and be continuing;

               (f)  Borrower shall have paid the Administrative
     Agent, for the ratable accounts of the Banks pro rata
     according to their Pro Rata Share of the Commitment, an
     amendment fee in an amount equal to the product of (i) 12.50
     basis points and (ii) the then applicable Commitment.  This
     fee shall not be refundable under any circumstances; and

               (g)  Borrower shall have delivered such other
     assurances with respect to the foregoing as the
     Administrative Agent may reasonably request. 

          12.  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).


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

          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 Investment
                           Incorporated, general partner
                           
                           By:                                 
                              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
                           
                           
                           By:  Patrick Carroll                
                                Patrick Carroll, Vice President
                           
                           By:  Jancie Hammond                 
                                Janice Hammond, Vice President
                                                      
 Banks 
                           
                           BANK OF AMERICA NATIONAL TRUST AND
                           SAVINGS ASSOCIATION, as a Bank and as
                           Swing Line Bank
                           
                           
                           By:  Jon Varnell                    
                                Jon Varnell, Managing Director
                           
                           
                           THE LONG-TERM CREDIT BANK OF JAPAN,
                           LTD., LOS ANGELES AGENCY, as Co-Agent
                           and a Bank
                           
                           
                           By:    Koh Takemoto                 
                           
                           Title: Joint General Manager        
                           
                           
                           SOCIETE GENERALE, as Co-Agent and a
                           Bank
                           
                           
                           By:    Donald L. Schubert           
                           
                           Title: Vice President               
                           
                           
                           FIRST SECURITY BANK, N.A., as a Bank
                           
                           
                           By:    David P. Williams            
                           
                           Title: Vice President               
                           
                           
                                                      
                           BANK OF SCOTLAND, as a Bank
                           
                           
                           By:    Annie Chin Tat               
                           
                           Title: Assistant Vice President     
                           
                           
                           
                           PNC BANK, NATIONAL ASSOCIATION
                           (successor by merger to MIDLANTIC
                           BANK, N.A.), as a Bank
                           
                           
                           By:    Denise D. Killen             
                           
                           Title: Vice President               
                           
                           
                           
                           U.S. BANK OF OREGON, as a Bank
                           
                           
                           By:    Dale Parshell                
                           
                           Title: Assistant Vice President     
                           
                           
                           
                           CREDIT LYONNAIS LOS ANGELES BRANCH,
                           as a Bank
                           
                           
                           By:     Thierry Vincent             
                           
                           Title:  Vice President/Manager      
                           
                                                      
                           CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
                           as a Bank
                           
                           
                           By:                                 
                           
                           Title:                              
                           
                           
                           BANKERS TRUST COMPANY, as a Bank
                           
                           
                           By:    Patricia Hogan               
                           
                           Title: Vice President               
                           
                           
                           
                           CIBC INC., as a Bank
                           
                           
                           By:    Paul J. Chakmak              
                           
                           Title: Managing Director            
                                 CIBC Wood Gundy Securities       
                                 Corp., AS AGENT