EXHIBIT B

               AMENDMENT TO WRAPAROUND MORTGAGE AGREEMENT AND NOTE

          WHEREAS,  The  Claridge  at Park  Place,  Incorporated,  a New  Jersey
corporation ("CPPI"), and Atlantic City Boardwalk Associates, L.P., a New Jersey
limited  partnership  ("ACBA"),  have  entered  into  an  Expandable  Wraparound
Mortgage  Agreement,  dated  October 31, 1983,  and amended as of March 17, 1986
(the "First  Amendment") and as of June 15, 1989 (the "Second  Amendment")  (the
Wraparound Mortgage Agreement,  as so amended, is hereinafter referred to as the
"Wraparound Mortgage Agreement"),  which contemplated the execution and delivery
by ACBA to CPPI of a Wraparound Mortgage Note, dated October 31, 1983, which has
been  amended on several  occasions  prior to the date hereof  (such  Wraparound
Mortgage  Note, as so amended,  is  hereinafter  referred to as the  "Wraparound
Mortgage Note"),  and a Wraparound  Mortgage,  dated October 31, 1983, which has
been amended on several occasions prior to the date hereof; and

          WHEREAS,  the parties are considering  entering into a Sixth Amendment
to the operating lease and a Fifth Amendment to the expansion  operating  lease,
dated as of September 30, 1998 (the "Sixth Amendment"); and

          WHEREAS,  the  parties  desire  to  amend  certain  provisions  of the
Wraparound Mortgage Note, as set forth below;

          NOW,  THEREFORE,  as an inducement  to ACBA's  entering into the Sixth
Amendment, the parties hereto hereby agree as follows:

          1. Amendments

          The Wraparound  Mortgage  Agreement and  Wraparound  Mortgage Note are
hereby  amended so that the  payments of  principal  required to be made by ACBA
thereunder in October, November and December 1998 (an aggregate of $3,500,000 in
principal payments) shall be made on the earlier of (x) the Maturity Date of the
Wraparound  Mortgage  Agreement and  Wraparound  Mortgage Note, (y) such earlier
date, if any, as the entire  principal  amount of the  Wraparound  Mortgage Note
becomes due and payable or (z) the date on which any  merger,  consolidation  or
similar  transaction to which CPPI or The Claridge Hotel and Casino  Corporation
("CHCC")  is a party or any sale of all or  substantially  all of the  assets of
CPPI or CHCC is consummated or any change of control in CPPI or CHCC occurs

          2. Except as  specifically  amended  herein,  all of the  obligations,
terms  and  conditions  set  forth  in the  Wraparound  Mortgage  Agreement  and
Wraparound Mortgage Note shall remain unchanged and in full force and effect.

          3. This Amendment to the Wraparound  Mortgage Agreement and Wraparound
Mortgage Note may be signed in any number of  counterparts,  each of which shall
be an  original,  with the same effect as if the  signatures  thereto and hereto
were upon the same instrument.

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          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this
Amendment to the  Wraparound  Mortgage  Agreement and Note as of the 30th day of
September, 1998.



THE CLARIDGE AT PARK PLACE, INCORPORATED


By:/s/Albert T. Britton, President/Chief Operating Officer


ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.


By:/s/ Anthony C. Atchley, General Partner