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                                                                   EXHIBIT 10.28

                         HOLLYWOOD CASINO CORPORATION

                         1996 LONG-TERM INCENTIVE PLAN
                         -----------------------------

     The Hollywood Casino Corporation 1996 Long-Term Incentive Plan (hereinafter
called the "Plan") was adopted by the Board of Directors of Hollywood Casino
Corporation, a Delaware corporation (hereinafter called the "Company"),
effective as of June 12, 1996, and was approved by the Company's stockholders on
July 30, 1996.


                                   ARTICLE 1
                                    PURPOSE
                                    -------

     The purpose of the Plan is to attract and retain key management employees
of the Company and its Subsidiaries and to provide such persons with a
proprietary interest in the Company through the granting of incentive stock
options, non-qualified stock options or restricted stock, whether granted singly
or in combination, that will

     (a) increase the interest of  such persons in the Company's welfare;

     (b) furnish an incentive to such persons to continue their services for the
Company; and

     (c) provide a means through which the Company may attract able persons as
employees.

                                   ARTICLE 2
                                  DEFINITIONS
                                  -----------

     For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

     2.1  "Act" means the Illinois Act, the Mississippi Act, the New Jersey Act,
and any other gaming laws to which the Company is or may be subject.

     2.2  "Award" means the grant of any Incentive Stock Option, Non-qualified
Stock Option or Restricted Stock, whether granted singly or in combination (each
individually referred to herein as an "Incentive").

     2.3  "Award Agreement" means a written agreement between a Participant and
the Company which sets out the terms of the grant of an Award.

     2.4  "Award Period" means the period during which one or more Incentives
granted under an Award may be exercised.

     2.5  "Board" means the board of directors of the Company.

     2.6  "Change of Control" means any of the following:  (i) any
consolidation, merger or share exchange of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a consolidation, merger or share exchange of the Company in
which the holders of the Company's Common Stock immediately prior to such
transaction have the same proportionate ownership of Common Stock of the
surviving corporation immediately after such transaction or in which a Pratt
Family Member owns a majority of the combined total voting power of each class
of capital stock of the surviving or resulting corporation;

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(ii) any sale, lease, exchange or other transfer (excluding transfer by way of
pledge or hypothecation) in one transaction or a series of related transactions,
of all or substantially all of the assets of the Company other than a sale,
lease, exchange or transfer to a Pratt Family Member; (iii) the stockholders of
the Company approve any plan or proposal for the liquidation or dissolution of
the Company unless such liquidation or dissolution is approved by all of the
Pratt Family Members who then own or hold beneficially or of record any shares
of capital stock of the Company; (iv) the cessation of control (by virtue of
their not constituting a majority of directors) of the Board by the individuals
(the "Continuing Directors") who (x) at the date of this Plan were directors or
(y) become directors after the date of this Plan and whose election or
nomination for election by the Company's stockholders, was approved by a vote of
at least two-thirds of the directors then in office who were directors at the
date of this Plan or whose election or nomination for election was previously so
approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act")) of an aggregate of 20% of the voting power of the Company's outstanding
voting securities by any person or group (as such term is used in Rule 13d-5
under the 1934 Act) who beneficially owned less than 10% of the voting power of
the Company's outstanding voting securities on the date of this Plan, or the
acquisition of beneficial ownership of an additional 5% of the voting power of
the Company's outstanding voting securities by any person or group who
beneficially owned at least 10% of the voting power of the Company's outstanding
voting securities on the date of this Plan, provided, however, that
notwithstanding the foregoing, an acquisition shall not constitute a Change of
Control hereunder if the acquiror is (w) a Pratt Family Member, (x) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
and acting in such capacity, (y) a Subsidiary of the Company or a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of voting securities of
the Company or (z) any other person whose acquisition of shares of voting
securities is approved in advance by a majority of the Continuing Directors; or
(vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the
conversion of a case involving the Company to a case under Chapter 7.

     2.7  "Code" means the Internal Revenue Code of 1986, as amended.

     2.8  "Commission" means the Illinois Commission, the Mississippi
Commission, the New Jersey Commission, and any other similar gaming entity to
which the Company is or may be subject in the future.

     2.9  "Committee" means the committee appointed or designated by the Board
to administer the Plan in accordance with ARTICLE 3 of this Plan.

     2.10  "Common Stock" means the Class A Common Stock which the Company is
currently authorized to issue or may in the future be authorized to issue.

     2.11  "Company" means Hollywood Casino Corporation, a Delaware corporation,
and any successor entity.

     2.12  "Date of Grant" means the effective date on which an Award is made to
a Participant as set forth in the applicable Award Agreement; provided, however,
that solely for purposes of Section 16 of the 1934 Act and the rules and
regulations promulgated thereunder, the Date of Grant of an Award shall be the
date of stockholder approval of the Plan if such date is later than the
effective date of such Award as set forth in the Award Agreement.

     2.13  "Employee" means common law employee (as defined in accordance with
the Regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Company or any Subsidiary of the Company.

     2.14  "Fair Market Value" of a share of Common Stock means (i) the closing
price per share on any stock exchange on which the Common Stock is traded, (ii)
the mean between the

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closing or average (as the case may be) bid and asked prices per share of Common
Stock on the over-the-counter market or (iii) as determined by the Committee if
the Common Stock is not traded on an exchange or quoted on an over-the-counter
market, whichever is applicable.

     2.15  "Illinois Act" means the Illinois Riverboat Gambling Act, Ill. Rev.
Stat. ch. 120, Paragraph 2401 et seq., as amended, and the regulations
promulgated and rulings issued thereunder, and any other Illinois statute
regulating gaming activity.

     2.16  "Illinois Commission" means the Illinois Gaming Board established
pursuant to Section 5 of the Illinois Act.

     2.17  "Incentive Stock Option" or "ISO" means an incentive stock option
within the meaning of Section 422 of the Code, granted pursuant to this Plan.

     2.18  "Mississippi Act" means the Mississippi Gaming Control Act, as
amended and the regulations promulgated and rulings issued thereunder, and any
other Mississippi statute regulating gaming activity.

     2.19  "Mississippi Commission" means the Mississippi Gaming Commission
established pursuant to the Mississippi Act.

     2.20  "New Jersey Act" means the New Jersey Casino Control Act, N.J. Stat.
Ann. 5:12 1, et seq., as amended, and the regulations promulgated and rulings
issued thereunder, and any other New Jersey statute regulating gaming activity.

     2.21  "New Jersey Commission" means the New Jersey Casino Control
Commission.

     2.22  "Non-qualified Stock Option" or "NQSO" means a non-qualified stock
option, granted pursuant to this Plan.

     2.23  "Option Price" means the price which must be paid by a Participant
upon exercise of a Stock Option to purchase a share of Common Stock.

     2.24  "Participant" shall mean an Employee of the Company or a Subsidiary
to whom an Award is granted under this Plan.

     2.25  "Plan" means this Hollywood Casino Corporation 1996 Long-Term
Incentive Plan, as amended from time to time.

     2.26  "Pratt Family Member" means Jack E. Pratt, Edward T. Pratt, Jr.,
William D. Pratt, or any affiliate or associate (as such terms are defined in
Rule 12b-2 promulgated under the 1934 Act) of any of those persons.

     2.27  "Restricted Stock" means shares of Common Stock issued or transferred
to a Participant pursuant to this Plan which are subject to restrictions or
limitations set forth in this Plan and in the related Award Agreement.

     2.28  "Retirement" means any Termination of Service pursuant to the terms
of any pension plan or policy of the Company which is applicable to such
Participant at the time of his or her Termination of Service, or if no such plan
or policy exists, the attainment of either (i) age 65, or (ii) age 55 and the
completion of 10 full years of service with the Company.

     2.29  "Stock Option" means a Non-qualified Stock Option or an Incentive
Stock Option.

     2.30  "Subsidiary" means (i) any corporation in an unbroken chain of
corporations

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beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing a majority of the total
combined voting power of all classes of stock in one of the other corporations
in the chain, (ii) any limited partnership, if the Company or any corporation
described in item (i) above owns a majority of the general partnership interest
and a majority of the limited partnership interests entitled to vote on the
removal and replacement of the general partner, and (iii) any partnership, if
the partners thereof are composed only of the Company, any corporation listed in
item (i) above or any limited partnership listed in item (ii) above.
"Subsidiaries" means more than one of any such corporations, limited
partnerships or partnerships.

     2.31  "Termination of Service" occurs when a Participant who is an Employee
of the Company or any Subsidiary shall cease to serve as an Employee of the
Company and its Subsidiaries, for any reason.

     2.32  "Total and Permanent Disability" means a Participant is qualified for
long-term disability benefits under the Company's disability plan or insurance
policy; or, if no such plan or policy is then in existence, that the
Participant, because of ill health, physical or mental disability or any other
reason beyond his or her control, is unable to perform his or her duties of
employment for a period of six (6) continuous months, as determined in good
faith by the Committee.

                                   ARTICLE 3
                                 ADMINISTRATION
                                 --------------

     The Plan shall be administered by a committee appointed by the Board (the
"Committee"). The Committee shall consist of not fewer than two persons. Any
member of the Committee may be removed at any time, with or without cause, by
resolution of the Board.  Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board.

     Membership on the Committee shall be limited to those members of the Board
who are disinterested persons under Rule 16b-3(c) promulgated pursuant to the
1934 Act.  The Committee shall select one of its members to act as its Chairman.
A majority of the Committee shall constitute a quorum, and the act of a majority
of the members of the Committee present at a meeting at which a quorum is
present shall be the act of the Committee.

     The Committee shall determine and designate from time to time the eligible
persons to whom Awards will be granted and shall set forth in each related Award
Agreement the Award Period, the Date of Grant, and such other terms, provisions,
limitations, and performance requirements, as are approved by the Committee, but
not inconsistent with the Plan.  The Committee shall determine whether an Award
shall include one type of Incentive or two or more Incentives granted in
combination.

     The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan.  Any interpretation, determination, or other action made or taken
by the Committee shall be final, binding, and conclusive on all interested
parties.

                                   ARTICLE 4
                                  ELIGIBILITY
                                  -----------

          Any Employee (including an Employee who is also a director or an
officer) whose judgment, initiative, and efforts contributed or may be expected
to contribute to the successful performance of the Company is eligible to
participate in the Plan.  Non-employee directors shall not be eligible to
participate in the Plan.  The Committee, upon its own action, may grant, but
shall not be required to grant, an Award to any Employee of the Company or any
Subsidiary.  Awards may be granted by the Committee at any time and from time to
time to new Participants, or to then Participants, or to

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a greater or lesser number of Participants, and may include or exclude previous
Participants, as the Committee shall determine.  Except as required by this
Plan, Awards granted at different times need not contain similar provisions.
The Committee's determinations under the Plan (including without limitation
determinations of which Employees, if any, are to receive Awards, the form,
amount and timing of such Awards, the terms and provisions of such Awards and
the agreements evidencing same) need not be uniform and may be made by it
selectively among Employees who receive, or are eligible to receive, Awards
under the Plan.

                                   ARTICLE 5
                             SHARES SUBJECT TO PLAN
                             ----------------------

          The maximum number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan is three million (3,000,000) (as may
be adjusted in accordance with ARTICLES 13 and 14 hereof).  Shares to be issued
may be made available from either authorized but unissued Common Stock or Common
Stock held by the Company in its treasury.  Shares of Common Stock previously
subject to Awards which are forfeited, terminated, settled in cash in lieu of
Common Stock, or exchanged for Awards that do not involve Common Stock, or
expired unexercised, shall immediately become available for Awards under the
Plan.

          During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.

                                   ARTICLE 6
                                GRANT OF AWARDS
                                ---------------

          6.1  IN GENERAL.  The grant of an Award shall be authorized by the
Committee and shall be evidenced by an Award Agreement setting forth the
Incentive or Incentives being granted, the total number of shares of Common
Stock subject to the Incentive(s), the Option Price (if applicable), the Award
Period, the Date of Grant, and such other terms, provisions, limitations, and
performance objectives, as are approved by the Committee, but not inconsistent
with the Plan.  The Company shall execute an Award Agreement with a Participant
after the Committee approves the issuance of an Award.  Any Award granted
pursuant to this Plan must be granted within ten (10) years of the date of
adoption of this Plan. The Plan shall be submitted to the Company's stockholders
for approval; however, the Committee may grant Awards under the Plan prior to
the time of stockholder approval.  Any such options granted prior to such
stockholder approval shall be made subject to such stockholder approval.  The
grant of an Award to a Participant shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, receipt of any other
Award under the Plan.

          If the Committee establishes a purchase price for an Award, the
Participant must accept such Award within a period of 30 days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the
applicable Award Agreement and paying such purchase price.

          6.2  MAXIMUM ISO GRANTS.   The Committee may not grant Incentive Stock
Options under the Plan to any Employee which would permit the aggregate Fair
Market Value (determined on the Date of Grant) of the Common Stock with respect
to which Incentive Stock Options (under this and any other plan of the Company
and its Subsidiaries) are exercisable for the first time by such Employee during
any calendar year to exceed $100,000.  To the extent any Stock Option granted
under this Plan which is designated as an Incentive Stock Option exceeds this
limit, such Stock Option shall be a Non-qualified Stock Option.

          6.3  MAXIMUM INDIVIDUAL GRANTS.  No Participant may receive during any
fiscal year of the Company Awards covering an aggregate of more than one hundred
fifty thousand (150,000) shares of Common Stock.

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          6.4  RESTRICTED STOCK.  If Restricted Stock is granted to a
Participant under an Award, the Committee shall set forth in the related Award
Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if
any, to be paid by the Participant for such Restricted Stock, (iii) the time or
times within which such Award may be subject to forfeiture, (iv) specified
performance goals, or other criteria, which the Committee determines must be met
in order to remove any restrictions (including vesting) on such Award, and (v)
all other terms, limitations, restrictions, and conditions of the Restricted
Stock, which shall be consistent with this Plan. The provisions of Restricted
Stock need not be the same with respect to each Participant.

          (A)  LEGEND ON SHARES.  Each Participant who is awarded Restricted
Stock shall be issued a stock certificate or certificates in respect of such
shares of Common Stock.  Such certificate(s) shall be registered in the name of
the Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, substantially
as provided in SECTION 17.9 of the Plan.  The Committee may require that the
stock certificates evidencing shares of Restricted Stock be held in custody by
the Company until the restrictions thereon shall have lapsed, and that the
Participant deliver to the Committee a stock power or stock powers, endorsed in
blank, relating to the shares of Restricted Stock.

          (B) RESTRICTIONS AND CONDITIONS.  Shares of Restricted Stock shall be
subject to the following restrictions and conditions:

          (i) Subject to the other provisions of this Plan and the terms of the
particular Award Agreements, during such period as may be determined by the
Committee commencing on the Date of Grant (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock.  Except for these limitations, the Committee may in its sole
discretion, remove any or all of the restrictions on such Restricted Stock
whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Award, such action is
appropriate.  If the Restricted Stock is held by an insider (as defined in
SECTION 8.2 of the Plan), the Restriction Period shall be at least six months
from the Date of Grant.

          (ii) Except as provided in sub-paragraph (i) above, the Participant
shall have, with respect to his or her Restricted Stock, all of the rights of a
stockholder of the Company, including the right to vote the shares, and the
right to receive any dividends thereon. Certificates for shares of Common Stock
free of restriction under this Plan shall be delivered to the Participant
promptly after, and only after, the Restriction Period shall expire without
forfeiture in respect of such shares of Common Stock.  Certificates for the
shares of Common Stock forfeited under the provisions of the Plan and the
applicable Award Agreement shall be promptly returned  to the Company by the
forfeiting Participant.  Each Award Agreement shall require that (x) each
Participant, by his or her acceptance of Restricted Stock, shall irrevocably
grant to the Company a power of attorney to transfer any shares so forfeited to
the Company and agrees to execute any documents requested by the Company in
connection with such forfeiture and transfer, and (y) such provisions regarding
returns and transfers of stock certificates with respect to forfeited shares of
Common Stock shall be specifically performable by the Company in a court of
equity or law.

          (iii)  The Restriction Period of Restricted Stock shall commence on
the Date of Grant and, subject to paragraph (d) of ARTICLE 14 of the Plan,
unless otherwise established by the Committee in the Award Agreement setting
forth the terms of the Restricted Stock, shall expire upon satisfaction of the
conditions set forth in the Award Agreement; such conditions may provide for
vesting based on (i) length of continuous service, (ii) achievement of specific
business objectives, (iii) increases in specified indices, (iv) attainment of
specified growth rates, or (v) other comparable measurements of Company
performance, as may be determined by the Committee in its sole discretion.

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          (iv) Subject to the provisions of the particular Award Agreement, upon
Termination of Service for any reason during the Restriction Period, the
nonvested shares of Restricted Stock shall be forfeited by the Participant. In
the event a Participant has paid any consideration to the Company for such
forfeited Restricted Stock, the Company shall, as soon as practicable after the
event causing forfeiture (but in any event within 5 business days), pay to the
Participant, in cash, an amount equal to the total consideration paid by the
Participant for such forfeited shares. Upon any forfeiture, all rights of a
Participant with respect to the forfeited shares of the Restricted Stock shall
cease and terminate, without any further obligation on the part of the Company.

                                   ARTICLE 7
                                  OPTION PRICE
                                  ------------

          The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be at least One Hundred Percent (100%) of the Fair
Market Value of the share on the Date of Grant.  If an Incentive Stock Option is
granted to an Employee who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent or
Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.

                                   ARTICLE 8
                             AWARD PERIOD; VESTING
                             ---------------------

          8.1  AWARD PERIOD.  Subject to the other provisions of this Plan, the
Committee may, in its discretion, provide that an Incentive may not be exercised
in whole or in part for any period or periods of time or beyond any date
specified in the Award Agreement.  Except as provided in the Award Agreement, an
Incentive may be exercised in whole or in part at any time during its term. The
Award Period for an Incentive shall be reduced or terminated upon Termination of
Service in accordance with this ARTICLE 8 and ARTICLE 9.  No Incentive granted
under the Plan may be exercised at any time after the end of its Award Period.
No portion of any Incentive may be exercised after the expiration of ten (10)
years from its Date of Grant.  However, if an Employee owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the Company (or any
parent or Subsidiary) and an Incentive Stock Option is granted to such Employee,
the term of such Incentive Stock Option (to the extent required by the Code at
the time of grant) shall be no more than five (5) years from the Date of Grant.

          8.2  VESTING.  The Committee, in its sole discretion, may determine
that an Incentive will be immediately exercisable, in whole or in part, or that
all or any portion may not be exercised until a date, or dates, subsequent to
its Date of Grant, or until the occurrence of one or more specified events,
subject in any case to the terms of the Plan.  If the Committee imposes
conditions upon exercise, then subsequent to the Date of Grant, the Committee
may, in its sole discretion, accelerate the date on which all or any portion of
the Incentive may be exercised.  Notwithstanding anything in the Plan to the
contrary, a participant  who is a director, executive officer or 10% or greater
stockholder of the Company under Section 16 of the 1934 Act and the rules
promulgated thereunder (an "insider") cannot exercise a Stock Option until at
least six months have expired from the Date of Grant.

                                   ARTICLE 9
                             TERMINATION OF SERVICE
                             ----------------------

          In the event of Termination of Service of a Participant, a Stock
Option may only be exercised as determined by the Committee and provided in the
Award Agreement.

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                                 ARTICLE 10
                             EXERCISE OF INCENTIVE
                             ---------------------

          10.1   IN GENERAL.  A vested Incentive may be exercised during its
Award Period, subject to limitations and restrictions set forth therein and in
ARTICLE 9.  A vested Incentive may be exercised at such times and in such
amounts as provided in this Plan and the applicable Award Agreement, subject to
the terms, conditions, and restrictions of the Plan.

          In no event may an Incentive be exercised or shares of Common Stock be
issued pursuant to an Award if a necessary listing of the shares of Common Stock
on a stock exchange or any registration under state or federal securities laws
required under the circumstances has not been accomplished.  No Incentive may be
exercised for a fractional share of Common Stock.  The granting of an Incentive
shall impose no obligation upon the Participant to exercise that Incentive.

          Subject to such administrative regulations as the Committee may from
time to time adopt, a Stock Option may be exercised by the delivery of written
notice to the Committee setting forth the number of shares of Common Stock with
respect to which the Stock Option is to be exercised and the date of exercise
thereof (the "Exercise Date") which shall be at least three (3) days after
giving such notice unless an earlier time shall have been mutually agreed upon.
On the Exercise Date, the Participant shall deliver to the Company consideration
with a value equal to the total Option Price of the shares to be purchased,
payable as follows:  (a) cash, certified check, bank draft, or money order
payable to the order of the Company, (b) Common Stock (including Restricted
Stock), valued at its Fair Market Value on the Exercise Date, and/or (c) any
other form of payment which is acceptable to the Committee.  In the event that
shares of Restricted Stock are tendered as consideration for the exercise of a
Stock Option, a number of shares of Common Stock issued upon the exercise of the
Stock Option equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted. Common Stock which is acquired by the Participant
pursuant to the exercise of a Stock Option may not be used to exercise a
subsequent Stock Option until and unless such shares have been held for a period
of six months.

          Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Common Stock then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office promptly
after the Exercise Date; provided that the Participant has exercised an
Incentive Stock Option, the Company may at its option retain physical possession
of the certificate evidencing the shares acquired upon exercise until the
expiration of the holding periods described in Section 422(a)(1) of the Code.
The obligation of the Company to deliver shares of Common Stock shall, however,
be subject to the condition that if at any time the Committee shall determine in
its discretion that the listing, registration, or qualification of the Stock
Option or the Common Stock upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Stock
Option or the issuance or purchase of shares of Common Stock thereunder, the
Stock Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

          If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.

          10.2  DISQUALIFYING DISPOSITION OF ISO.  If shares of Common Stock
acquired upon exercise of an Incentive Stock Option are disposed of by a
Participant prior to the expiration of either two (2) years from the Date of
Grant of such Stock Option or one (1) year from the transfer of shares of Common
Stock to the Participant pursuant to the exercise of such Stock Option, or in
any other disqualifying disposition within the meaning of Section 422 of the
Code, such Participant shall

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notify the Company in writing of the date and terms of such disposition.  A
disqualifying disposition by a Participant shall not affect the status of any
other Stock Option granted under the Plan as an Incentive Stock Option within
the meaning of Section 422 of the Code.

                                   ARTICLE 11
                          AMENDMENT OR DISCONTINUANCE
                          ---------------------------

          Subject to the limitations set forth in this ARTICLE 11, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
provided, however, that no amendment which requires stockholder approval in
order for the Plan to continue to comply with Rule 16b-3 under the 1934 Act and
Section 162(m) of the Code, including any successors to such Rule and Section,
shall be effective unless such amendment shall be approved by the requisite vote
of the stockholders of the Company entitled to vote thereon.

          Subject to the forgoing, the Board shall have the power and authority
to amend the Plan in any manner advisable in order for Stock Options granted
under the Plan to qualify for the exemption provided by Rule 16b-3 (or any
successor rule relating to exemption from Section 16(b) of the 1934 Act) or to
qualify as "performance-based" compensation under Section 162(m) of the Code
(including amendments as a result of changes to Rule 16b-3 or Section 162(m) or
the regulations thereunder to permit greater flexibility with respect to Stock
Options granted under the Plan), and any such amendment shall, to the extent
deemed necessary or advisable by the Committee, be applicable to any outstanding
Stock Options theretofore granted under the Plan, notwithstanding any contrary
provisions contained in any stock option agreement.  In the event of any such
amendment to the Plan, the holder of any Stock Option outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability
thereof, execute a conforming amendment in the form prescribed by the Committee
to any stock option agreement relating thereto within such reasonable time as
the Committee shall specify in such request.  Notwithstanding anything contained
in this Plan to the contrary, unless required by law, no action contemplated or
permitted by this ARTICLE 11 shall adversely affect any rights of Participants
or obligations of the Company to Participants with respect to any Stock Options
theretofore granted under the Plan without the consent of the affected
Participant.

                                   ARTICLE 12
                                      TERM
                                      ----

          The Plan shall be effective from the date that this Plan is approved
by the Board.  Unless sooner terminated by action of the Board, the Plan will
terminate on June 12, 2006, but Incentives granted before that date will
continue to be effective in accordance with their terms and conditions.

                                   ARTICLE 13
                              CAPITAL ADJUSTMENTS
                              -------------------

          If at any time while the Plan is in effect, or unexercised Stock
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from (1) the
declaration or payment of a stock dividend, (2) any recapitalization resulting
in a stock split-up, combination, or exchange of shares of Common Stock, or (3)
other increase or decrease in such shares of Common Stock effected without
receipt of consideration by the Company, then and in such event:

          (i) An appropriate adjustment shall be made in the maximum number of
shares of Common Stock then subject to being awarded under the Plan and in the
maximum number of shares of Common Stock then subject to being awarded to a
Participant, to the end that the same proportion of the Company's issued and
outstanding shares of Common Stock shall continue to be subject to being so
awarded; and

                                       9
<PAGE>

          (ii) Appropriate adjustments shall be made in the number of shares of
Common Stock and the Option Price thereof then subject to purchase pursuant to
each such Stock Option previously granted and unexercised, to the end that the
same proportion of the Company's issued and outstanding shares of Common Stock
in each such instance shall remain subject to purchase at the same aggregate
Option Price.

          Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or Option Price of shares of Common Stock
then subject to outstanding Stock Options granted under the Plan.

          Upon the occurrence of each event requiring an adjustment with respect
to any Stock Option, the Company shall mail to each affected Participant its
computation of such adjustment which shall be conclusive and shall be binding
upon each such Participant.

                                   ARTICLE 14
                          RECAPITALIZATION, MERGER AND
                        CONSOLIDATION; CHANGE IN CONTROL
                        --------------------------------

          (a) The existence of this Plan and Incentives granted hereunder shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure and its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the Common Stock or
the rights thereof (or any rights, options, or warrants to purchase same), or
the dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

          (b) Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger, consolidation or
share exchange, any Incentive granted hereunder shall pertain to and apply to
the securities or rights (including cash, property, or assets) to which a holder
of the number of shares of Common Stock subject to the Incentive would have been
entitled.

          (c) In the event of any merger, consolidation or share exchange
pursuant to which the Company is not the surviving or resulting corporation,
there shall be substituted for each share of Common Stock subject to the
unexercised portions of such outstanding Incentives, that number of shares of
each class of stock or other securities or that amount of cash, property, or
assets of the surviving, resulting or consolidated company which were
distributed or distributable to the stockholders of the Company in respect to
each share of Common Stock held by them, such outstanding Incentives to be
thereafter exercisable for such stock, securities, cash, or property in
accordance with their terms.  Notwithstanding the foregoing, however, all such
Incentives may be cancelled by the Company as of the effective date of any such
reorganization, merger, consolidation, share exchange or any dissolution or
liquidation of the Company by giving notice to each holder thereof or his
personal representative of its intention to do so and by permitting the purchase
during the thirty (30) day period next preceding such effective date of all of
the shares of Common Stock subject to such outstanding Incentives.

          (d) In the event of a Change of Control, then, notwithstanding any
other provision in this Plan to the contrary, all unmatured installments of
Incentives outstanding shall thereupon automatically be accelerated and
exercisable in full and all Restriction Periods applicable to Awards

                                       10
<PAGE>

of Restricted Stock shall automatically expire.  The determination of the
Committee that any of the foregoing conditions has been met shall be binding and
conclusive on all parties.

                                   ARTICLE 15
                           LIQUIDATION OR DISSOLUTION
                           --------------------------

          In case the Company shall, at any time while any Incentive under this
Plan shall be in force and remain unexpired, (i) sell all or substantially all
of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each
Participant may thereafter receive upon exercise of a Stock Option (in lieu of
each share of Common Stock of the Company which such Participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each share of Common Stock of the
Company.  If the Company shall, at any time prior to the expiration of any Stock
Option, make any partial distribution of its assets, in the nature of a partial
liquidation, whether payable in cash or in kind (but excluding the distribution
of a cash dividend payable out of earned surplus and designated as such) then in
such event the Option Prices then in effect with respect to each Stock Option
shall be reduced, on the payment date of such distribution, in proportion to the
percentage reduction in the tangible book value of the shares of the Company's
Common Stock (determined in accordance with generally accepted accounting
principles) resulting by reason of such distribution.

                                   ARTICLE 16
                         INCENTIVES IN SUBSTITUTION FOR
                    INCENTIVES GRANTED BY OTHER CORPORATIONS
                    ----------------------------------------

          Incentives may be granted under the Plan from time to time in
substitution for similar instruments held by employees of a corporation who
become or are about to become management Employees of the Company or any
Subsidiary as a result of a merger or consolidation of the employing corporation
with the Company or the acquisition by the Company of stock of the employing
corporation.  The terms and conditions of the substitute Incentives so granted
may vary from the terms and conditions set forth in this Plan to such extent as
the Board at the time of grant may deem appropriate to conform, in whole or in
part, to the provisions of the Incentives  stock appreciation right in
substitution for which they are granted.

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS
                            ------------------------

          17.1  INVESTMENT INTENT.  The Company may require that there be
presented to and filed with it by any Participant under the Plan, such evidence
as it may deem necessary to establish that the Incentives granted or the shares
of Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.

          17.2  NO RIGHT TO CONTINUED EMPLOYMENT.  Neither the Plan nor any
Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.

          17.3  INDEMNIFICATION OF BOARD AND COMMITTEE.  No member of the Board
or the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination, or interpretation.

                                       11
<PAGE>

          17.4  EFFECT OF THE PLAN.  Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by
an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.

          17.5  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.   Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Incentive if the issuance thereof
would constitute a violation by the Participant or the Company of any provisions
of any law or regulation of any governmental authority or any national
securities exchange or other forum in which shares of Common Stock are traded
(including without  limitation any gaming laws or SECTION 16 of the 1934 Act);
and, as a condition of any sale or issuance of shares of Common Stock under an
Incentive, the Committee may require such agreements or undertakings, if any, as
the Committee may deem necessary or advisable to assure compliance with any such
law or regulation.  The Plan, the grant and exercise of Incentives hereunder,
and the obligation of the Company to sell and deliver shares of Common Stock,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.

          17.6  TAX REQUIREMENTS.  The Company shall have the right to deduct
from all amounts hereunder paid in cash or other form, any Federal, state, or
local taxes required by law to be withheld with respect to such payments.  The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock.  Such payments
shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock.  Such payment may be made in cash, by
check, or through the delivery of shares of Common Stock owned by the
Participant (which may be effected by the actual delivery of shares of Common
Stock by the Participant or, if the Participant is not an insider (as defined in
SECTION 8.2 of the Plan), by the Company's withholding a number of shares to be
issued upon the exercise of a Stock Option, if applicable), which shares have an
aggregate Fair Market Value equal to the required minimum withholding payment,
or any combination thereof.

          17.7  NON-ASSIGNABILITY.  An Incentive granted to a Participant may
not be transferred or assigned other than by will or by the laws of descent and
distribution, and in the case of a Non-qualified Stock Option, may also be
assigned pursuant to a qualified domestic relations order as defined in the Code
or Title I of the Employee Retirement Income Security Act of 1974, as amended.
If the Participant attempts to alienate, assign, pledge, hypothecate, or
otherwise dispose of his Incentive or any right thereunder, except as provided
for in this Plan or the Award Agreement, or in the event of any levy,
attachment, execution, or similar process upon the right or interest conferred
by this Plan or the Award Agreement, the Committee may terminate the
Participant's Incentive by notice to him, and it shall thereupon become null and
void.  In the case of a Restricted Stock Award or a cash Award, such Award, or
any portion thereof, shall no longer be deemed to be an Incentive under this
Section when such Award or portion of such Award becomes vested and all
restrictions and conditions applicable to such Award or portion thereof have
lapsed or been satisfied, as the case may be.

          17.8  USE OF PROCEEDS.  Proceeds from the sale of shares of Common
Stock pursuant to Incentives granted under this Plan shall constitute general
funds of the Company.

          17.9  LEGEND.  Each certificate representing shares of Restricted
Stock issued to a Participant shall bear the following legend, or a similar
legend deemed by the Company to constitute an appropriate notice of the
provisions hereof (any such certificate not having such legend shall be
surrendered upon demand by the Company and so endorsed):

                                       12
<PAGE>

          On the face of the certificate:

          "Transfer of this stock is restricted in accordance with conditions
          printed on the reverse of this certificate."

          On the reverse:

          "The shares of stock evidenced by this certificate are subject to and
          transferrable only in accordance with that certain Hollywood Casino
          Corporation 1996 Long-Term Incentive Plan, a copy of which is on file
          at the principal office of the Company in Dallas, Texas.  No transfer
          or pledge of the shares evidenced hereby may be made except in
          accordance with and subject to the provisions of said Plan.  By
          acceptance of this certificate, any holder, transferee or pledgee
          hereof agrees to be bound by all of the provisions of said Plan."

     The following legend shall be inserted on a certificate evidencing Common
Stock issued under the Plan if the shares were not issued in a transaction
registered under the applicable federal and state securities laws:

          "Shares of stock represented by this certificate have been acquired by
          the holder for investment and not for resale, transfer or
          distribution, have been issued pursuant to exemptions from the
          registration requirements of applicable state and federal securities
          laws, and may not be offered for sale, sold or transferred other than
          pursuant to effective registration under such laws, or in transactions
          otherwise in compliance with such laws, and upon evidence satisfactory
          to the Company of compliance with such laws, as to which the Company
          may rely upon an opinion of counsel satisfactory to the Company."

     A copy of this Plan shall be kept on file in the principal office of the
Company in Dallas, Texas.

     17.10     COMMISSION.  To the extent required by law, stock ownership under
the Plan will be subject to review by each Commission pursuant to the provisions
of the applicable Act.  If, after exercise of any Stock Options or issuance of
any Restricted Stock under the Plan, a Participant is found to be disqualified
by a Commission, such person shall dispose of his shares of Common Stock and the
Company shall have the absolute right to repurchase such shares at the then Fair
Market Value, the Option Price or the purchase price (if applicable), whichever
is the least.

                                       13
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of July 30, 1996, by its President and Secretary pursuant to prior action
taken by the Board.

                              HOLLYWOOD CASINO CORPORATION


                              By:   /s/ Edward T. Pratt III
                                    -----------------------
                                    President

Attest:



          /s/ William D. Pratt
     -----------------------------------------
     Secretary

                                       14
<PAGE>

                   AMENDMENT TO HOLLYWOOD CASINO CORPORATION
                         1996 LONG-TERM INCENTIVE PLAN
                         -----------------------------


     WHEREAS, Hollywood Casino Corporation, a Delaware corporation (the
"Company"), established the Hollywood Casino Corporation 1996 Long-Term
Incentive Plan (the "Plan") effective June 12, 1996; and

     WHEREAS, Article 11 of the Plan authorizes the Board of Directors of the
Company to amend the Plan without the approval of the stockholders of the
Company unless stockholder approval is necessary to comply with Section 162(m)
of the Internal Revenue Code of 1986 or Rule 16b-3 (the "Rule") promulgated
under Section 16(b) of the Securities Exchange Act of 1934; and

     WHEREAS, the Board of Directors (the "Board") has authorized the amendment
of the Plan and all awards granted under the Plan to bring them into conformity
with recently adopted amendments to the Rule; and

     WHEREAS, all capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Plan;

     NOW, THEREFORE, effective as of March 18, 1997, the Corporation hereby
amends the Plan and all outstanding awards granted under the Plan as follows:

                                       I.

     The last sentence of Section 8.2 of the Plan is amended to read in its
entirety as follows:

"Notwithstanding anything in the Plan to the contrary, a participant who is a
director, executive officer or 10% or greater stockholder of the Company under
Section 16 of the 1934 Act and the rules promulgated thereunder (an "insider")
cannot dispose of any Common Stock such insider acquires pursuant to an Award
until six months have expired from the Date of Grant of such Award, unless the
Committee determines that such disposition by the insider would not result in a
violation of Section 16(b) of the 1934 Act."

                                      II.

     The foregoing amendments to the Plan shall be deemed to apply to all
outstanding Awards granted under the Plan, and such Awards are hereby deemed
amended to the extent necessary to bring them into conformity with the foregoing
amendments to the Plan.


                                     *****
<PAGE>

     IN WITNESS WHEREOF, the Company has executed this Amendment this 18th day
of March, 1997.

                              HOLLYWOOD CASINO CORPORATION


                              By:   /s/ Jack E. Pratt
                                    -----------------
                                    Name:  Jack E. Pratt
                                    Title:  Chairman of the Board and
                                         Chief Executive Officer

Attest:


       /s/ William D. Pratt
       --------------------
William D. Pratt, Secretary


                                       2