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                                                                     Exhibit 4.2

                                 [LETTERHEAD]

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

     Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

     The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This determination letter is applicable for the amendment(s) executed on
Feb. 2, 1998.

     This determination letter is applicable for the amendment(s) dated on April
21, 1998.

     This determination letter is applicable for the plan adopted on Feb. 21,
1990.

     This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

     This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.

     This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group
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                                      -2-

HOLLYWOOD PARK INC

consists of those employees treated as currently benefitting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.

     This letter considers the amendments required by the Tax Reform of 1986,
except as otherwise specified in this letter.

     Except as otherwise specified in an opinion or notification letter
regarding this plan, this letter may not be relied upon with respect to whether
the plan satisfies the changes in the qualification requirements made by the
Uruguay Round Amendments Act (GATT) Pub. L. 103-465, the Taxpayer Relief Act of
1997 Pub. L. 105-34, and the changes in the qualification requirements of the
Small Business Job Protection Act of 1996 Pub. L. 104-108 other than the
requirements of Code section 401(a)(26).

     The information on the enclosed Publication 794 is an integral part of this
determination. Please be sure to read and keep it with this letter.

     The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

     We have sent a copy of this letter to your representative as indicated in
the power of attorney.

     If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                               Sincerely yours,

                                               /s/ Carol Gold


                                               District Director
Enclosures:
Publication 794