AMENDMENT NO. 1 TO AMENDED AND RESTATED 
                   REDUCING REVOLVING LOAN AGREEMENT

          This Amendment No. 1 to Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of October 8, 1998
is entered into with reference to the Amended and Restated Reducing
Revolving Loan Agreement dated as of May 28, 1998 among Aztar
Corporation ("Borrower"), the Banks party thereto, Bankers Trust Company
and Societe Generale, as Documentation Agents, Bank of Scotland, Credit
Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-
Agents, and Bank of America National Trust and Savings Association, as
Administrative Agent (the "Loan Agreement").  Capitalized terms used but
not defined herein are used with the meanings set forth for those terms
in the Loan Agreement.

          Borrower and the Administrative Agent, acting with the consent
of the Requisite Banks pursuant to Section 11.2 of the Loan Agreement,
agree as follows:

          1.   Section 1.1.  Section 1.1 of the Loan Agreement is
amended by revising the definition of "Basket Expenditures" to read as
follows:

               "Basket Expenditures" means (a) Capital
               Expenditures permitted by Sections
               6.15(c), 6.15(d) and 6.15(e), (b) the
               Acquisition Expenditures permitted by
               Section 6.16(l) and 6.16(m), (c) the
               aggregate purchase or redemption prices
               paid in respect of Subordinated
               Obligations permitted by Section
               6.1(b)(ii) and (d) the aggregate purchase
               price paid in respect of repurchases of
               Common Stock permitted by Section 6.5(d).

          2.   Section 6.5.  Section 6.5 of the Loan Agreement is
amended by striking the word "and" in the sixth line thereof, inserting
a comma at that place and adding a new Subsection (d) in the seventh
line thereof immediately after the word "Stock" to read as follows:

               and (d) Distributions in the form of
               repurchases of Common Stock for which the
               aggregate purchase price does not exceed
               either (i) $30,000,000 or (ii) when
               aggregated with all other Basket
               Expenditures made since the Closing Date,
               $300,000,000;
<PAGE>
          3.   Conditions Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the Administrative
Agent of all of the following, each properly executed by a Responsible
Official of each party thereto and dated as of the date hereof:

                    (a)  Counterparts of this Amendment executed by all
          parties hereto;

                    (b)  Written consent of each of the Significant
          Subsidiaries to the execution, delivery and performance
          hereof, substantially in the form of Exhibit A to this
          Amendment; and

                    (c)  Written consent of the Requisite Banks as
          required under Section 11.2 of the Loan Agreement in the form
          of Exhibit B to this Amendment.

          4.   Representation and Warranty.  Borrower represents and
warrants to the Administrative Agent and the Banks that no Default or
Event of Default has occurred and remains continuing.

          5.   Confirmation.  In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.

          IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of the date first written above by their duly
authorized representatives.

AZTAR CORPORATION

By:     R. HADDOCK
     -----------------------------
     Robert M. Haddock
     Executive Vice President &
     Chief Financial Officer



BANK OF AMERICA NATIONAL 
TRUST AND SAVINGS ASSOCIATION, 
as Administrative Agent


By:    JANICE HAMMOND
     -----------------------------
     Janice Hammond
     Vice President
<PAGE>
                        Exhibit A to Amendment

                   CONSENT OF SUBSIDIARY GUARANTORS

          Reference is hereby made to that certain Amended and Restated
Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar
Corporation ("Borrower"), the Banks party thereto, Bankers Trust Company
and Societe Generale, as Documentation Agents, Bank of Scotland, Credit
Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-
Agents, and Bank of America National Trust and Savings Association, as
Administrative Agent (the "Loan Agreement").

          Each of the undersigned hereby consents to the execution,
delivery and performance by Borrower and the Administrative Agent of
Amendment No. 1 to the Loan Agreement.

          Each of the undersigned represents and warrants to the
Administrative Agent and the Banks that there is no defense,
counterclaim or offset of any type or nature to the Subsidiary Guaranty,
and that the same remains in full force and effect.

Dated: October 8, 1998


HOTEL RAMADA OF NEVADA

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President & Treasurer


AZTAR DEVELOPMENT CORPORATION

By:       R. HADDOCK
          Robert M. Haddock
Title:    President


AZTAR INDIANA GAMING CORPORATION

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President & Treasurer


AZTAR MISSOURI GAMING CORPORATION

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President & Treasurer


RAMADA NEW JERSEY, INC.

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President

<PAGE>
ATLANTIC-DEAUVILLE INC.

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President


ADAMAR GARAGE CORPORATION

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President


RAMADA NEW JERSEY HOLDINGS CORPORATION

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President


MANCHESTER MALL, INC.

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President


RAMADA EXPRESS, INC.

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President & Treasurer


ADMAR OF NEW JERSEY, INC.

By:       R. HADDOCK
          Robert M. Haddock
Title:    Vice President

<PAGE>
                        Exhibit B to Amendment

                            CONSENT OF BANK

          Reference is hereby made to that certain Amended and Restated
Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar
Corporation ("Borrower"), the Banks party thereto, Bankers Trust Company
and Societe Generale, as Documentation Agents, Bank of Scotland, Credit
Lyonnais Los Angeles Branch and PNC Bank, National Association, as Co-
Agents, and Bank of America National Trust and Savings Association, as
Administrative Agent (the "Loan Agreement").

          The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 1 to the Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
thereof presented to the undersigned Bank.


Date: October 5, 1998

BANK OF AMERICA

By:       SCOTT FABER
          Scott Faber
Title:    Vice President


Date: September 24, 1998

ABN AMRO BANK N.V.

By:       JEFFREY A. FRENCH
          Jeffrey A. French
Title:    Group Vice President & Director

By:       M.M. VALENTINE
          Michael M. Valentine
Title:    Vice President


Date: September 25, 1998

BANK OF SCOTLAND

By:       JANET TAFFE
          Janet Taffe
Title:    Asst. Vice President


Date: October 8, 1998

CREDIT LYONNAIS LOS ANGELES

By:       DIANNE M. SCOTT
          Dianne M. Scott
Title:    First Vice President and Manager

<PAGE>
Date: September 13, 1998

IMPERIAL BANK

By:       STEVEN K. JOHNSON
          Steven K. Johnson
Title:    Senior Vice President


Date: September 29, 1998

KEYBANK NATIONAL ASSOCIATION

By:       MARY K. YOUNG
          Mary K. Young
Title:    Commercial Banking Officer


Date: October 1, 1998

THE MITSUBISHI TRUST AND BANKING CORPORATION

By:       Y. SATOMI
          Yasushi Satomi
Title:    Senior Vice President and Chief Manager


Date: October 7, 1998

PNC BANK NATIONAL ASSOCIATION

By:       G.W. WESSELS
          Gary W. Wessels
Title:    Vice President


Date: October 7, 1998

SOCIETE GENERALE

By:       DONALD L. SCHUBERT
          Donald L. Schubert
Title:    Managing Director