EXHIBIT 10.39.1

                              AMENDMENT NO. 1 TO
                    LESSEE'S ASSIGNMENT OF FAST LANDS LEASE

  This agreement made as of the 22nd day of July, 1997, between J. Edward
Connelly Associates, Inc., a Pennsylvania corporation, having an office at
2110 Beach Boulevard, Biloxi, Mississippi  39531, and having a telephone
number of (601) 388-2211, hereinafter referred to as "Assignor", successor by
merger to BH Acquisition Corporation, a Mississippi corporation, hereinafter
referred to as "BH", and President Broadwater Hotel, L.L.C.,  a Mississippi
limited liability company, having an office at 2110 Beach Boulevard, Biloxi,
Mississippi 39531, and having a telephone number of (601) 388-2270,
hereinafter referred to as "Assignee."

                             W I T N E S S E T H :

  WHEREAS, on or about December 31, 1996, the Secretary of State, with the
approval of the Governor, for and on behalf of the State of Mississippi, as
Lessor, and BH, as Lessee, entered into a Public Trust Tidelands Lease of Fast
Lands effective as of January 1, 1997, with respect to the premises as defined
in said lease, a memorandum of which is recorded in Book 308 at Page 160 of
the records of the Chancery Clerk of the Second Judicial District of Harrison
County, Mississippi ("Lease"); and

  WHEREAS, BH has merged into Assignor on or prior to the date hereof and
Assignor is successor by merger to the interests of BH under the Lease; and

  WHEREAS, Assignor executed an assignment of its interest in the Lease on May
16, 1997 pursuant to the terms of Lessee's Assignment of Fast Lands Lease
("Assignment"); and

  WHEREAS, the parties desire to amend the Assignment to change the effective
date to July 22, 1997;

  NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in
hand paid, the receipt of which is hereby acknowledged, and of other good and
valuable consideration, the parties hereto hereby covenant and agree as
follows:

1.  The first line of Section 1 thereof is hereby amended by deleting the date
"May 16, 1997" and substituting therefor the date "July 22, 1997."

2.  The first line of Section 3 thereof is hereby amended by deleting the date
"May 16, 1997" and substituting therefor the date "July 22, 1997."

3.  All other provisions of the Assignment shall remain in full force and
effect.

  IN WITNESS WHEREOF, the parties hereto have duly executed or caused these
presents to be executed the day and year first above written.


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<PAGE> 131
                                          ASSIGNOR:

                                          J. EDWARD CONNELLY ASSOCIATES, INC.,
                                          a Pennsylvania corporation


                                          By:  /s/ Alan Bernthaler
                                             ---------------------------------

                                          ASSIGNEE:

                                          PRESIDENT BROADWATER HOTEL, L.L.C.,
                                          a Mississippi limited liability
                                          company

                                          By:   BROADWATER HOTEL, INC.,
                                                a Mississippi corporation,
                                                Manager


                                          By:  /s/ John S. Aylsworth
                                             ---------------------------------
                                    2
<PAGE> 132
                              LESSOR'S CONSENT TO
                               AMENDMENT NO 1 TO
                    LESSEE'S ASSIGNMENT OF FAST LANDS LEASE

  IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, the Secretary of State, with the approval of the Governor, for
and on behalf of the State of Mississippi, does hereby consent to the
Amendment No. 1 to the assignment by J. Edward Connelly Associates, Inc., a
Pennsylvania corporation, successor by merger to BH Acquisition Corporation, a
Mississippi corporation, of its interest in the Public Trust Tidelands Lease
of Fast Lands dated December 31, 1996, a memorandum of which is recorded in
Book 308 at Page 160 of the records of the Chancery Clerk of the Second
Judicial District of Harrison County, Mississippi, to President Broadwater
Hotel, L.L.C., a Mississippi limited liability company.

  Dated this the 18th day of July, 1997.

                                          LESSOR:
                                          STATE OF MISSISSIPPI

                                          ERIC CLARK
                                          SECRETARY OF STATE

                                          By:  /s/ James O. Nelson
                                             ---------------------------------
                                                JAMES O. NELSON, II
                                                ASSISTANT SECRETARY OF
                                                STATE FOR PUBLIC LANDS


  APPROVED BY THE GOVERNOR of the State of Mississippi on the 31st day of
July, 1997.

                                          /s/ Kirk Fordice
                                          ------------------------------------
                                          KIRK FORDICE, GOVERNOR

<PAGE> 133
                            SUBLESSEE'S CONSENT TO
                              AMENDMENT NO. 1 TO
                   LESSEE'S ASSIGNMENT OF FAST LANDS LEASE

  IN CONSIDERATION of the sum of Ten Dollars ($10.00) cash in hand paid, the
receipt of which is hereby acknowledged, and of other good and valuable
consideration, The President Riverboat Casino-Mississippi, Inc., a Mississippi
corporation, hereby consents to the Amendment No. 1 to the assignment by J.
Edward Connelly Associates, Inc., a Pennsylvania corporation, successor by
merger to BH Acquisition Corporation, a Mississippi corporation ("BH") of  its
interest in the Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, between BH and the Secretary of State, with the approval of the
Governor, for and on behalf of the State of Mississippi, a memorandum of which
is recorded in Book 308 at Page 160 of the records of the Chancery Clerk of
the Second Judicial District of Harrison County, Mississippi, to President
Broadwater Hotel, L.L.C., a Mississippi limited liability company.

  Dated this the 22nd day of July, 1997.

                                          THE PRESIDENT RIVERBOAT CASINO-
                                          MISSISSIPPI, INC., a Mississippi
                                          corporation


                                          By:  /s/ John S. Aylsworth
                                             ---------------------------------