EXHIBIT 10.38.2

                             AMENDMENT NO. 1 TO
              LESSEE'S ASSIGNMENT OF PUBLIC TRUST TIDELANDS 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)359-6373, 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, the Secretary of State, with approval of the Governor, for and on
behalf of the State of Mississippi ("Lessor") and BH have entered into that
certain Public Trust Tidelands Lease, dated August 6, 1992, by and between
Lessor, as "Lessor" therein, and BH, as "Lessee" therein, a memorandum of
which is recorded in Book 246, page 201 of the records of the Chancery Clerk
of the Second Judicial District of Harrison County, Mississippi, which Public
Trust Tidelands Lease has been amended by that certain Public Trust Tidelands
Lease Amendment, by and between Lessor and BH, dated November 10, 1993 and
recorded in Book 263, Page 427, of the aforesaid records (such Lease, as so
amended, and as the same may hereafter be amended, restated, renewed,
modified, replaced, substituted or extended from time to time, is herein
referred to collectively as the "Lease"), covering the submerged land located
south of US Highway 90, Biloxi, Mississippi, as more particularly described on
Exhibit "A" attached thereto and incorporated herein;

  WHEREAS, BH has merged into Assignor on or prior to the date hereof, and
Assignor is successor by merger to the interest 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 Public Trust
Tidelands 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 second 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
<PAGE> 119
effect.

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

                                          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> 120
                             LESSOR'S CONSENT TO
                              AMENDMENT NO. 1 TO
                  ASSIGNMENT OF PUBLIC TRUST TIDELANDS 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
dated August 6, 1992, a memorandum of which is recorded in Book 246 at Page
201 of the records of the Chancery Clerk of the Second Judicial District of
Harrison County, Mississippi, as amended on November 10, 1993 by that certain
Public Trust Tidelands Lease Amendment, recorded in Book 263 at Page 427 of
the aforesaid records, to President Broadwater Hotel, L.L.C., a Mississippi
limited liability company, dated this 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> 121
                            SUBLESSEE'S CONSENT TO
                              AMENDMENT NO. 1 TO
                  ASSIGNMENT OF PUBLIC TRUST TIDELANDS 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, does hereby consent 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 dated August 6, 1992, a memorandum of which is
recorded in Book 246 at Page 201 of the records of the Chancery Clerk of the
Second Judicial District of Harrison County, Mississippi, as amended on
November 10, 1993 by that certain Public Trust Tidelands Lease Amendment,
recorded in Book 263 at Page 427 of the aforesaid records, to President
Broadwater Hotel, L.L.C., a Mississippi limited liability company, dated this
22nd day of July, 1997.

                                          SUBLESSEE:

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

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