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                                                                     EXHIBIT 9.3


                         DATED AS OF DECEMBER 29, 1998


                         HOLLYWOOD CASINO CORPORATION
                             VOTING TRUST AGREEMENT

                                - by and among -
                     CAROLYN S. HICKEY, DIANA PRATT-WYATT,
               FORMERLY DIANA L. HEISLER, AND SHARON R. NAFTEL,
                            FORMERLY SHARON R. NASH

                                    - and -
                              EDWARD T. PRATT III
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                            VOTING TRUST AGREEMENT


  THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as of
the 29th day of December, 1998, by and among CAROLYN S. HICKEY, DIANA PRATT-
WYATT, FORMERLY DIANA L. HEISLER, AND SHARON R. NAFTEL, FORMERLY SHARON R. NASH
("Shareholders") and EDWARD T. PRATT III ("Proxy").

                              W I T N E S E T H :
                              -------------------

  WHEREAS, Shareholders are adult individuals residing as follows:

                Carolyn S. Hickey
                1060 Brazos Heights
                Mineral Wells, Texas 76067

                Diana Pratt-Wyatt
                2309 Arlington Place
                Bossier City, Louisiana 71111

                Sharon R. Naftel
                2025 Austin Drive
                Mesquite, Texas 75181

and

  WHEREAS, each Shareholder is the owner, either directly, indirectly or
beneficially, of the shares of the issued and outstanding Common Stock (the
"Stock") of Hollywood Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation") specified
on Exhibit "A" attached hereto and made a part hereof; and

  WHEREAS, Proxy Edward T. Pratt III is an adult individual residing at 3307
Beverly Drive, Dallas, Texas 75205; and

                                       2
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  WHEREAS, Shareholders, having a special trust and confidence in Proxy, wish to
irrevocably assign all of Shareholders' voting and other rights incident to the
Stock in Proxy under the terms and pursuant to the conditions set forth in this
Agreement;

  NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholders and Proxy do hereby covenant and agree as
follows:

  1. APPOINTMENT OF PROXY.   Each Shareholder hereby (a) irrevocably appoints
Proxy as his or her attorney-in-fact and (b) irrevocably grants and assigns to
Proxy any and all voting rights such Shareholder may now have, or may during the
Term of this Agreement acquire, all with respect to the Stock owned by such
Shareholder.

  2. PROXY'S DUTIES/LIMITATION OF LIABILITY.  In the discharge of his
obligations under this Agreement, Proxy shall have the right to vote the Stock
in such form and manner as Proxy, in the exercise of good faith and his prudent
business judgment, may deem in the best interests of Shareholders.  Other than
as specifically set forth in this Paragraph 2, Proxy shall have no further
duties or obligations owing to Shareholders with regard to the Stock.  Provided
Proxy acts pursuant to this Agreement in the exercise of good faith and his
prudent business judgment, Proxy shall not be personally liable to any person or
entity for any act or omission to act under this Agreement.

  3. COVENANT NOT TO INFLUENCE. Each  Shareholder hereby covenants and agrees
that he or she shall not exercise or attempt to exercise, directly or
indirectly, any control or influence over Proxy with regard to any matter
concerning the voting of the Stock.

                                       3
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  4. DISPOSITION OF THE STOCK.   Shareholders, during the Term of this
Agreement, shall not transfer, sell, dispose of, assign, hypothecate or
otherwise encumber the Stock without the prior written approval of the Proxy.

  5. RELATIONSHIP BETWEEN SHAREHOLDERS AND PROXY.  Except as otherwise
specifically set forth in this Agreement, nothing contained or set forth in this
Agreement shall be construed so as to create any fiduciary or other relationship
between Shareholders and Proxy.  In the course of exercising his duties under
this Agreement, Proxy shall not be entitled to receive any compensation or other
remuneration from Shareholders, provided, however, that Proxy shall be entitled
to retain and pay, on account of and for the benefit of Shareholders, such
professional service providers as Proxy may deem necessary or desirable.  In
such event, Proxy shall pay for, and Shareholders shall reimburse Proxy for, the
costs of such professional service providers.

  6. SUCCESSOR TRUSTEE.  In the event Proxy is unable or unwilling to serve,
Shareholders shall have the right to appoint a Successor Proxy.  Any such
Successor Proxy shall assume all rights and responsibilities of Proxy pursuant
to this Agreement but shall not be responsible for any acts or failures to act
which occurred prior to such Successor Proxy assuming all rights and
responsibilities of Proxy under this Agreement.

  7. EFFECTIVE DATE/TERM/TERMINATION.

     (a) EFFECTIVE DATE AND TERM. This Agreement shall become effective as of
the date and year first above written and shall continue in force until December
31, 2001, unless sooner terminated as provided in Paragraph 7(b) of this
Agreement (the "Term").

                                       4
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      (b) TERMINATION. This Agreement shall immediately terminate upon the
occurrence of Shareholders' sale of all of the Stock pursuant to the provisions
of Paragraph 4 of this Agreement.

  8.  BEST EVIDENCE. This Agreement shall be executed in original and "Xerox" or
photostatic copies and each copy bearing original signatures of Shareholders and
Proxy in ink shall be deemed an original.

  9.  SUCCESSION.  Subject to the provisions of Paragraph 6 of this Agreement,
this Agreement shall be binding upon and inure to the benefits of Shareholders'
and Proxy's respective heirs, successors and assigns.

  10. AMENDMENT OR MODIFICATION.  This Agreement may not be amended or modified
except upon a writing (i) signed by both Shareholders and Proxy and (ii)
approved, if required, by any gaming regulatory authority having jurisdiction.

  11. ASSIGNMENT.  This Agreement shall not be assigned by either Shareholders
or Proxy without the prior written consent of the non-assigning party. Any
purported assignment in violation of the provisions of this Paragraph 11 shall
be deemed null and void and shall have no force or effect.

  12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, except to the extent that
applicable gaming laws, rules and regulations and applicable resolutions and
requirements of gaming regulatory authorities having jurisdiction shall
necessarily control and govern.

                                       5
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  13. NOTICES.  Any and all written notices required by this Agreement shall be
either (i) hand delivered, (ii) mailed via certified mail, return receipt
requested, (iii) telecopied (with confirmed answerback)or (iv) delivered via any
commercial courier service, addressed to the following:

  TO SHAREHOLDERS:   Carolyn S. Hickey
  ---------------                     
                     1060 Brazos Heights
                     Mineral Wells, Texas 76067

                     Diana Pratt-Wyatt
                     2309 Arlington Place
                     Bossier City, Louisiana 71111

                     Sharon R. Naftel
                     2025 Austin Drive
                     Mesquite, Texas 75181

  TO PROXY:          Edward T. Pratt III
  ---------                             
                     3307 Beverly Drive
                     Dallas, Texas 75205

  WITH COPIES TO:    General Counsel
  ---------------                        
                     Hollywood Casino Corporation
                     Two Galleria Tower, Suite 2200
                     13455 Noel Road, LB 48
                     Dallas, Texas 75240

  All notices hand delivered shall be deemed delivered as of the date actually
delivered. All notices mailed via certified mail, return receipt requested,
shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered by telecopy shall be effective upon receipt of
the confirmed answerback. All notices delivered via a commercial courier service
shall be deemed delivered as of the next business day after the date entrusted
to such commercial courier service. Any changes in any of the addresses listed
in this Paragraph 13 shall be made by written notice as provided in this
Paragraph 13.

                                       6
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  14.  INTERPRETATION.  The preamble recitals to this Agreement are incorporated
into and made a part of this Agreement.  Titles of paragraphs are for
convenience only and are not to be considered a part of this Agreement.

  15.  PAROL.  This Agreement constitutes the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof and this
Agreement supersedes any prior understandings, agreements or undertakings.

  IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.

WITNESS:

/s/  Evelyn Johnstone                 /s/ Carolyn S. Hickey
---------------------------------     ---------------------------------- 
                                      CAROLYN S. HICKEY, Shareholder

WITNESS:

/s/  Peggy L. Mitchell                /s/Diana Pratt-Wyatt
---------------------------------     ---------------------------------- 
                                      DIANA PRATT-WYATT, Shareholder

                                           /s/ Brenda Stephens
                                           Brenda Stephens, Notary Public
                                           Caddo Parish, Louisiana
                                           My Commission is FOR LIFE

WITNESS:

/s/ Evelyn Johnstone                  /s/ Sharon R. Naftel
---------------------------------     ---------------------------------- 
                                      SHARON R. NAFTEL, Shareholder



WITNESS:


/s/ Evelyn Johnstone                  /s/ Edward T. Pratt III
---------------------------------     ---------------------------------- 
                                      Edward T. Pratt III, Proxy

                                       7
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                                  EXHIBIT "A"


1. Diana Pratt-Wyatt - 479,604 shares of the Class Common Stock of Hollywood
   Casino Corporation

2. Carolyn S. Hickey - 479,604 shares of the Class A Common Stock of Hollywood
   Casino Corporation

3. Sharon R. Naftel - 479,604 shares of the Class A Common Stock of  Hollywood
   Casino Corporation