SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                       Form 10-K

        [X]             ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 1996
                                          OR

        [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from            to           

        Commission File No. 1-9762
                      RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                (Exact name of registrant as specified in its charter)

                   DELAWARE                                   65-0461729    
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)

        1415 E. Sunrise Blvd., Ft. Lauderdale, FL               33304       
        (Address of principal executive offices)             (Zip Code)
        Registrant's telephone including area code: 954-713-2500

        Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Each Exchange
              Title of Each Class                      on Which Registered 
        Mortgage Notes due 2003                      American Stock Exchange
        Junior Mortgage Notes due 2004               American Stock Exchange
         (traded as part of Units with         Ordinary Shares issued by Sun
         International Hotels Limited,
         ultimate parent company of
         registrant)

        Securities registered pursuant to Section 12(g) of the Act:  None


                                     - continued -

                  Exhibit Index is presented on pages 23 through 28.















                                        - 1 -<PAGE>

        Indicate  by  check  mark  whether  the  registrant  (1) has filed all
        reports  required to be filed by Section 13 or 15(d) of the Securities
        Exchange  Act  of  1934  during  the  preceding 12 months (or for such
        shorter period that the registrant was required to file such reports),
        and  (2)  has been subject to such filing requirements for the past 90
        days.

                                                     Yes  X      No    
        Indicate  by check mark if disclosure of delinquent filers pursuant to
        Item  405  Regulation  S-K  is  not  contained herein, and will not be
        contained,  to the best of registrant's knowledge, in definitive proxy
        or  information  statements  incorporated  by reference in Part III of
        this Form 10-K or any amendment to this Form 10-K.  [X]

           APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                            DURING THE PRECEDING FIVE YEARS
        Indicate  by check mark whether the registrant has filed all documents
        and  reports  required  to be filed by Sections 12, 13 or 15(d) of the
        Securities  Exchange  Act  of  1934  subsequent to the distribution of
        securities under a plan confirmed by a court.

                                                     Yes  X      No    

        As  of  February  28,  1997,  there  was one share of the registrant's
        c o mmon  stock  outstanding  which  was  owned  by  one  shareholder.
        Accordingly  there  is  no  current market for the registrant's common
        stock.

        The  registrant  meets the conditions set forth in General Instruction
        I(1)(a)  and  (b)  of Form 10-K and is therefore filing this Form 10-K
        w i th  the  reduced  disclosure  format  permitted  by  that  General
        Instruction.





























                                        - 2 -<PAGE>

                                        PART I

        ITEM 1.  BUSINESS

             (a)  General Development of Business

             R e s orts  International  Hotel  Financing,  Inc.  ("RIHF")  was
        incorporated under the laws of the State of Delaware in 1993.  RIHF is
        a  wholly  owned  subsidiary of Sun International North America, Inc.,
        ("SINA").    SINA  was known as Resorts International, Inc. until June
        30,  1995,  and  as Griffin Gaming & Entertainment, Inc. from June 30,
        1995  until  February 6, 1997.  "SINA" is used herein to refer to that
        corporation  for  all  periods.    On December 16, 1996, SINA became a
        wholly-owned  subsidiary of Sun International Hotels Limited ("SIHL"),
        a    c orporation  organized  and  existing  under  the  laws  of  the
        Commonwealth  of  The  Bahamas,  through  a  merger  transaction  (the
        "Merger") approved by shareholders of SINA.
             RIHF  was  organized  to  issue certain public debt securities in
        connection with a 1994 plan of reorganization (the "Plan") of SINA and
        certain  of its subsidiaries.  In April 1994 the Plan was confirmed by
        the  Bankruptcy  Court for the District of Delaware and on May 3, 1994
        (the "Restructuring Date") the Plan became effective.

             On  the  Restructuring  Date  RIHF  issued $125,000,000 principal
        amount  of  11%  Mortgage  Notes  due  2003 (the "Mortgage Notes") and
        $35,000,000 principal amount of 11.375% Junior Mortgage Notes due 2004
        (the  "Junior  Mortgage  Notes")  to  SINA  in  exchange for two notes
        receivable   from  Resorts  International  Hotel,  Inc.  ("RIH"),  the
        indirect  subsidiary  of  SINA  which owns and operates Resorts Casino
        Hotel  in Atlantic City, New Jersey.  The $125,000,000 note receivable
        from  RIH  (the  "RIH  Promissory  Note")  and  the  $35,000,000  note
        receivable  from  RIH  (the "RIH Junior Promissory Note," and together
        with the RIH Promissory Note, the "RIH Notes") have terms which mirror
        the  terms  of  the  Mortgage  Notes  and  the  Junior Mortgage Notes,
        respectively.

        Merger
             The  Merger  is  more  fully  described in SINA's proxy statement
        dated  November 1, 1996.  As a result of the Merger and pursuant to an
        accounting practice know as "push-down" accounting, as of December 31,
        1996,  RIHF's  assets and liabilities were adjusted to their estimated
        fair values.  See Note 2 of Notes to Consolidated Financial Statements
        for further discussion of this accounting treatment.

        1997 Tender Offer
             In  February  1997  RIHF  mailed  to  each holder of Mortgage Notes
         and Junior Mortgage  Notes  an Offer to Purchase and Consent
         Solicitation Statement offering to purchase for cash (the "Offer")
         the outstanding














                                                - 3 -<PAGE>

         Mortgage  Notes  and  Junior  Mortgage  Notes  and  soliciting 
         consents  (the "Solicitation")  for amending the indentures pursuant
         to which these securities were issued  (the  "Indentures")  to,
         among other things, release the collateral for the Mortgage Notes
         and the Junior Mortgage Notes.  This collateral consisted of liens on
         RIH's  fee  and  leasehold  interests  in  the  Resorts Casino
         Hotel, the contiguous parking  garage  and  property  and  related
         personal property.  Holders who validly tendered  their  securities
         and  consents by February 26, 1997 (the "Consent Date") were
         entitled  to receive the purchase price of 106.733% for the Mortgage
         Notes and 107.447% for the Junior Mortgage Notes, accrued interest
         through March 12, 1997, and an  additional  2.5%  consent payment
         (the "Consent Payment").  Holders who tendered their  securities
         and  consents  subsequent  to  the  Consent Date but prior to the
         Offer's  expiration  on  March  10,  1997,  were  entitled to the
         purchase price and accrued  interest,  but  not  the Consent Payment.
         $119,645,000 principal amount of Mortgage  Notes  and  $21,001,000
         principal  amount  of  Junior Mortgage Notes were tendered.    The
         purchase  price and Consent Payments for purchasing these tendered
         securities,  excluding accrued interest, totaled $153,712,000.
         $5,355,000 principal amount  of  Mortgage  Notes and $1,100,000
         principal amount of Junior Mortgage Notes were  not  validly
         tendered  and,  therefore,  not purchased pursuant to the Offer.
         These  securities  remain  outstanding as unsecured obligations of
         RIHF and  operate under the Indentures, as amended.

               RIH  transferred  to  RIHF (i) funds needed to purchase the
         Mortgage Notes and Junior  Mortgage  Notes  tendered to RIHF
         pursuant to the Offer and (ii) $12,899,000 Junior  Mortgage  Notes
         owned by RIH (see Note 3 of Notes to Consolidated Financial
         Statements).  In  exchange  for  this, the RIH Notes will be canceled
         and RIH will issue  new  promissory  notes to RIHF in the amounts of,
         and with terms that mirror, the remaining Mortgage Notes and Junior
         Mortgage Notes.

              (b)  Financial Information about Industry Segments

             RIHF operates in one business segment.

             (c) Narrative Description of Business

             RIHF  has  had  no  activity  other  than  the financing activity
        described  in  "(a)  General  Development of Business" above since its
        inception.

        Restrictions on Ownership of Equity and Debt Securities

             The  casino industry in Atlantic City is strictly regulated under
        the   New  Jersey  Casino  Control  Act  and  regulations  promulgated
        thereunder  (the  "Casino  Control  Act").    The  Casino  Control Act
        authorizes the establishment of casinos in Atlantic City, provides for
        licensing,  regulation  and  taxation  of  casinos and created the New
        Jersey Casino Control Commission (the "Casino Control Commission") and
        the Division of

















                                        - 4 -<PAGE>

        Gaming  Enforcement  to administer the Casino Control Act.  Because of
        the  relationship of RIH, a casino licensee, to the Mortgage Notes and
        the  Junior  Mortgage Notes, the holders of the Mortgage Notes and the
        Junior  Mortgage  Notes  may  be  required to qualify under the Casino
        Control Act as financial sources of RIH.  Also, the Casino Control Act
        imposes  certain  restrictions upon the ownership of securities issued
        by  a  corporation  which  holds  a  casino  license  or is a holding,
        i n t e r mediary  or  subsidiary  company  of  a  corporate  licensee
        (collectively,  "holding  company").   The restrictions imposed by the
        Casino  Control  Act are more stringent for equity securities than for
        debt securities.  Because the Junior Mortgage Notes are traded as part
        of  Units  along with fractions of Ordinary Shares issued by SIHL (see
        Note  3  of Notes to Financial Statements), for purposes of the Casino
        Control  Act,  these  securities  are analyzed as both debt and equity
        securities.

             If  the  Casino Control Commission finds that an individual owner
        or  holder  of these securities must be qualified and is not qualified
        under  the  Casino  Control Act, the Casino Control Commission has the
        right  to  propose  any  necessary  remedial  action  and  may require
        divestiture  of  the security held by any disqualified holder.  In the
        event that entities or persons required to be qualified refuse or fail
        to  qualify  and  fail to divest themselves of such security interest,
        the  Casino  Control  Commission  has  the right to take any necessary
        action,  including the revocation or suspension of the casino license.
        If  any  security  holder  of  the  licensee or its holding company or
        affiliate  who  is  required to be qualified is found disqualified, it
        will  be unlawful for the security holder to (i) receive any dividends
        or  interest  upon  any  such  securities,  (ii) exercise, directly or
        through any trustee or nominee, any right conferred by such securities
        or  (iii)  receive  any  remuneration  in  any form from the corporate
        licensee for services rendered or otherwise.

             (d)  Financial Information about Foreign and Domestic Operations
                  and Export Sales

             RIHF has no foreign operations nor export sales.

        ITEM 2.  PROPERTIES

             RIHF does not own or lease any real property or tangible personal
        property.


        ITEM 3.  LEGAL PROCEEDINGS

             Not applicable.

















                                        - 5 -<PAGE>

        ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             The  disclosure  required  by Item 4 has been omitted pursuant to
        General Instruction I of Form 10-K.


        ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                 STOCKHOLDER MATTERS

             RIHF  has one share of common stock outstanding which is owned by
        SINA.    Accordingly,  there  is  no  current market for RIHF's common
        stock.

             No  dividends  have  been declared on RIHF common stock since the
        company's incorporation.


        ITEM 6. SELECTED FINANCIAL DATA

             The  disclosure  required  by Item 6 has been omitted pursuant to
        General Instruction I of Form 10-K.


        ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

        FINANCIAL CONDITION

             RIHF  was  formed  for  the  purpose  of issuing the $125,000,000
        principal  amount  of  Mortgage  Notes  and  the $35,000,000 principal
        amount  of  Junior  Mortgage Notes as part of the Plan, as well as any
        notes  that might be issued under a senior working capital facility of
        up  to $20,000,000 which is permitted by the Indentures.  Also as part
        of  the  Plan,  RIHF obtained the $125,000,000 RIH Promissory Note and
        the  $35,000,000 RIH Junior Promissory Note with terms that mirror the
        t e r ms  of  the  Mortgage  Notes  and  the  Junior  Mortgage  Notes,
        respectively,  with the intent that RIH pay interest to RIHF on RIHF's
        interest  payment  dates so that RIHF will have cash available to make
        its interest payments on those dates.

             See  "1997  Tender  Offer" under "ITEM 1.  BUSINESS - (a) General
        Development of Business" for discussion of the Offer pursuant to which
        RIHF's  debt and the RIH Promissory Note and the RIH Junior Promissory
        Note were significantly reduced in early 1997.

        RESULTS OF OPERATIONS
             Because  the  terms of the RIH Promissory Note and the RIH Junior
        Promissory Note were written to mirror the terms of the Mortgage Notes
        and  the  Junior  Mortgage  Notes, RIHF has affiliated interest income
        equal  to  the  interest  expense and amortization of discounts on its
        public













                                        - 6 -<PAGE>

        debt.    It  is  not anticipated that RIHF will have any operations or
        activities  other than those related to the securities described above
        and certain similar financing activities.


        ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             RIHF's financial statements are presented on the following pages:

                                                               Page
                                                            Reference

             Report of Independent Auditors                       8

             Balance Sheets at December 31, 1996
              and 1995                                            9

             Statements of Operations for the years
              ended December 31, 1996, 1995 and 1994             10

             Statements of Cash Flows for the years
              ended December 31, 1996, 1995 and 1994             11

             Notes to Financial Statements                       12






































                                        - 7 -<PAGE>

                            REPORT OF INDEPENDENT AUDITORS


        The Board of Directors and Shareholder
        Resorts International Hotel Financing, Inc.


             We  have  audited  the  accompanying  balance  sheet  of  Resorts
        International  Hotel  Financing,  Inc.  as of December 31, 1996 (post-
        acquisition  basis).    We  have also audited the accompanying balance
        sheet  as  of  December  31,  1995,  and  the  related  statements  of
        operations  and  cash  flows for each of the three years in the period
        ended    December  31,  1996  (pre-acquisition  basis).    Resorts
        International  Hotel  Financing,  Inc.  is  an  indirect  wholly owned
        subsidiary  of  Sun  International  Hotels  Limited.   These financial
        statements  are  the  responsibility of the Company's management.  Our
        responsibility  is to express an opinion on these financial statements
        based on our audits.
             We  conducted  our  audits  in accordance with generally accepted
        auditing  standards.  Those standards require that we plan and perform
        the  audit  to obtain reasonable assurance about whether the financial
        statements  are  free  of  material  misstatement.   An audit includes
        examining,  on  a  test  basis,  evidence  supporting  the amounts and
        disclosures  in  the  financial  statements.    An audit also includes
        assessing  the  accounting  principles  used and significant estimates
        made  by  management,  as  well  as  evaluating  the overall financial
        statement  presentation.    We  believe  that  our  audits  provide
        a reasonable basis for our opinion.

             In  our  opinion,  the  financial  statements  referred  to above
        present  fairly,  in  all material respects, the financial position of
        Resorts  International  Hotel  Financing,  Inc.  at  December 31, 1996
        (post-acquisition basis), and at December 31, 1995, and the results of
        its  operations  and its cash flows for each of the three years in the
        period  ended December 31, 1996 (pre-acquisition basis), in conformity
        with generally accepted accounting principles.

                                                         /s/ Ernst & Young LLP

        Philadelphia, Pennsylvania
        February 14, 1997,
        except for Note 5, as to which the date is
        March 17, 1997



















                                        - 8 -<PAGE>

                      RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                                    BALANCE SHEETS
                      (In Thousands of Dollars, except par value)


                                                        December 31,     
                                                    1996           1995
                                                  (Note 2)

        Assets
        Current assets - interest receivable
         from affiliate                           $  4,244       $  4,244

        Notes receivable from affiliate, net
         of unamortized premiums (discounts)       155,927        126,761

                                                  $160,171       $131,005

        Liabilities and Shareholder's Equity

        Current liabilities - accrued interest
         payable                                  $  4,244       $  4,244

        Long-term debt, net of unamortized
         premiums (discounts)                      155,927        126,761

        Shareholder's equity - common stock
         $.01 par value - 1 share outstanding                            

                                                  $160,171       $131,005


        See Notes to Financial Statements.




























                                        - 9 -<PAGE>

                      RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                               STATEMENTS OF OPERATIONS
                               (In Thousands of Dollars)


                                           For the Year Ended December 31,
                                             1996       1995       1994

        Revenues:
          Affiliated interest income       $16,535    $16,619    $10,847
          Amortization of discounts on
           affiliated notes receivable       1,527      1,452        757
                                            18,062     18,071     11,604
        Expenses:
          Interest expense                  16,535     16,619     10,847
          Amortization of debt discounts     1,527      1,452        757
                                            18,062     18,071     11,604

        Net earnings                       $    -0-   $    -0-   $    -0-

        See Notes to Financial Statements.








































                                        - 10 -<PAGE>

                      RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                               STATEMENTS OF CASH FLOWS
                               (In Thousands of Dollars)


                                           For the Year Ended December 31,
                                             1996       1995       1994

        Cash flows from operating
         activities:
          Interest received                $ 16,535   $ 16,488   $ 6,734
          Interest paid                     (16,535)   (16,488)   (6,734)
            Net cash provided by
             operating activities                -0-       -0-        -0-

        Net increase in cash and cash
         equivalents                             -0-       -0-        -0-
        Cash and cash equivalents at
         beginning of period                     -0-       -0-        -0-
        Cash and cash equivalents at
         end of period                     $     -0-  $    -0-   $    -0-


        See Notes to Financial Statements.






































                                        - 11 -<PAGE>

                      RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                             NOTES TO FINANCIAL STATEMENTS


        NOTE 1 - ORGANIZATION AND OPERATIONS

             R e s orts  International  Hotel  Financing,  Inc.  ("RIHF")  was
        incorporated  under  the  laws  of the State of Delaware in June 1993.
        RIHF  is a wholly-owned subsidiary of Sun International North America,
        Inc.  ("SINA").    SINA was known as Resorts International, Inc. until
        June  30,  1995, and as Griffin Gaming & Entertainment, Inc. from June
        30,  1995  until  February 6, 1997.  "SINA" is used herein to refer to
        that  corporation  for  all  periods.  RIHF was organized to issue the
        public  debt  securities  described  in  Note  3  in connection with a
        prepackaged bankruptcy plan of reorganization (the "Plan") of SINA and
        certain  of  its  subsidiaries.      RIHF is authorized to issue 1,000
        shares  of common stock with a par value of $.01 per share.  One share
        was issued to SINA for $10 in October 1993.
        NOTE 2 - MERGER AND BASIS OF ACCOUNTING

             On December 16, 1996 (the "Effective Time"), SINA became a wholly
        owned  subsidiary  of  Sun  International  Hotels  Limited ("SIHL"), a
        corporation  organized  under  the  laws  of  the  Commonwealth of The
        Bahamas,  through  a  merger  transaction  (the  "Merger") approved by
        shareholders of  SINA.

             The  Merger  was accounted for as a purchase and, according to an
        accounting practice known as "push-down" accounting, RIHF adjusted its
        assets  and  labilities  to their estimated fair values.  In doing so,
        both  its  notes receivable from affiliate and its long-term debt were
        written  up  by  $27,639,000 to market value as of the Effective Time.
        Because  the  impact  of  the basis adjustments on RIHF's statement of
        operations  for the period between the Effective Time and December 31,
        1996  was  immaterial,  RIHF  recorded  the  basis  adjustments  as of
        December  31, 1996.  The impact on RIHF's operations will be reflected
        in its statements of operations commencing January 1, 1997.
        NOTE 3 - NOTES RECEIVABLE FROM AFFILIATE AND LONG-TERM DEBT

             In  April  1994  the  Plan  was  confirmed  by  the United States
        Bankruptcy  Court  for the District of Delaware and on May 3, 1994 the
        Plan  became  effective.    Pursuant  to  the Plan, certain previously
        outstanding  public  debt  of  SINA (the "Series Notes") was exchanged
        for,  among other things $125,000,000 principal amount of 11% Mortgage
        Notes  (the  "Mortgage  Notes") due September 15, 2003 and $35,000,000
        principal  amount  of  11.375%  Junior  Mortgage  Notes  (the  "Junior
        Mortgage  Notes")  due  December 15, 2004.  The Mortgage Notes and the
        Junior  Mortgage  Notes  were issued by RIHF and guaranteed by Resorts
        International Hotel, Inc.















                                        - 12 -<PAGE>

        ("RIH"),  SINA's  indirect  subsidiary  that owns and operates Resorts
        Casino Hotel in Atlantic City, New Jersey.

             In  order  to accomplish SINA's exchange of the Series Notes, the
        Plan  provided  for RIHF to issue the Mortgage Notes in exchange for a
        $125,000,000  promissory note receivable from RIH (the "RIH Promissory
        Note")  and  the  Junior  Mortgage Notes in exchange for a $35,000,000
        promissory  note  receivable  from  RIH  (the  "RIH  Junior Promissory
        Note").

             The  Mortgage  Notes  are secured by the RIH Promissory Note, the
        terms  of  which  mirror  the  terms  of  the Mortgage Notes.  The RIH
        Promissory  Note  and RIH's guaranty of the Mortgage Notes are secured
        by  liens  on  the  Resorts  Casino Hotel, consisting of RIH's fee and
        leasehold  interests  in  the  Resorts  Casino  Hotel,  the contiguous
        parking  garage  and  property  and  related  personal  property.  The
        indenture  pursuant  to  which  the Mortgage Notes were issued permits
        the  liens  securing  the  Mortgage Notes to be subordinated to a lien
        securing a working capital facility of up to $20,000,000.

             The   Junior  Mortgage  Notes  are  secured  by  the  RIH  Junior
        Promissory  Note,  the  terms  of which mirror the terms of the Junior
        Mortgage  Notes.  The RIH Junior Promissory Note and RIH's guaranty of
        the  Junior  Mortgage  Notes  are also secured by liens on the Resorts
        Casino  Hotel  property  as  described  above.  The liens securing the
        Junior  Mortgage  Notes  are  subordinated  to  the liens securing the
        Mortgage  Notes.    Also,  the  indenture pursuant to which the Junior
        Mortgage  Notes  were  issued  permits  the  liens securing the Junior
        Mortgage Notes to be subordinated to a lien securing a working capital
        facility of up to $20,000,000.

             The  indentures  pursuant  to  which  the  Mortgage Notes and the
        Junior  Mortgage  Notes  were  issued (collectively, the "Indentures")
        prohibit  RIHF  from paying dividends, from making other distributions
        in  respect of its capital stock, and from purchasing or redeeming its
        capital stock, with certain exceptions.

             The  Indentures  also contain certain other restrictive covenants
        on the part of RIHF, including (i) limitations on incurring additional
        indebtedness,  with  certain  exceptions;  (ii) restrictions on making
        loans  to  an  affiliate  or  other person other than (x) intercompany
        advances  to  SINA not in excess of $1,000,000 in the aggregate at any
        time  outstanding  and  (y)  loans  to RIH of the proceeds of a senior
        working  capital  facility of up to $20,000,000 and loans evidenced by
        the  RIH  Promissory Note and the RIH Junior Promissory Note and (iii)
        restrictions  from  entering  into transactions with affiliates, other
        than  transactions  entered  into  in connection with a senior working
        capital facility of up to $20,000,000, on terms less favorable to RIHF
        than an arm's length transaction.

             The  Junior  Mortgage  Notes  were  issued  as part of units (the
        "Units") with shares of Class B common stock of SINA.  Approximately













                                        - 13 -<PAGE>

        35,000  Units  were  issued  pursuant  to  the  Plan.  Pursuant to the
        Merger,  each  Unit  now consists of $1,000 principal amount of Junior
        Mortgage  Notes  and  .1928  ordinary  share  of  SIHL  (the "Ordinary
        Shares").  These  fractional  Ordinary  Shares  may not be transferred
        separately from the related Junior Mortgage Note.

             I n    N ovember  1994  RIH  purchased  12,899  Units,  including
        $12,899,000  principal  amount of Junior Mortgage Notes, at a price of
        $6,740,000.  Although  these  notes held by RIH have not been canceled
        and  remain outstanding legally, the accompanying financial statements
        include  the RIH Junior Promissory Note, the Junior Mortgage Notes and
        related  interest  income,  expense  and  cash  flow  amounts  net  of
        reductions related to the notes held by RIH.

             See  Note  5  for discussion of certain financing transactions in
        early 1997.

             The  carrying value and fair value by component of long-term debt
        at December 31 were as follows:

                                          1996                  1995        
                                  Carrying      Fair    Carrying       Fair
        (In Thousands of Dollars)   Value      Value      Value       Value

        Mortgage Notes            $125,000   $134,375   $125,000    $115,313
        Unamortized premium
         (discount)                  7,500               (16,872)
                                   132,500               108,128
        Junior Mortgage Notes       35,000                35,000
        Less notes held by RIH     (12,899)              (12,899)
                                    22,101     23,869     22,101      20,333
        Unamortized premium
         (discount)                  1,326                (3,468)
                                    23,427                18,633            

                                  $155,927   $158,244   $126,761    $135,646

             The fair value presented above for RIHF's long-term debt is based
        on December 31 closing market prices.

             No principal payments are due on the Mortgage Notes or the Junior
        Mortgage Notes during the next five years.

             The  accrual  of  interest  and  amortization of discounts on the
        Mortgage Notes and the Junior Mortgage Notes commenced on May 3, 1994.
        Interest  on  the  Mortgage Notes is payable semi-annually on March 15
        and  September 15 in each year.  Interest on the Junior Mortgage Notes
        is payable semi-annually on June 15 and December 15 in each year.  In 















                                        - 14 -<PAGE>

        certain  circumstances,  interest payable on the Junior Mortgage Notes
        may  be  satisfied  by the issuance of additional Units, in which case
        the   balance  of  the  RIH  Junior  Promissory  Note  would  increase
        accordingly.

             The  effective  interest  rates  during  the  three  years  ended
        December  31,  1996 were as follows: Mortgage Notes - 14.1% and Junior
        Mortgage  Notes - 14.8%.  The effective interest rates after the basis
        adjustments  recorded  at  December 31, 1996 were as follows: Mortgage
        Notes - 9.9% and Junior Mortgage Notes - 10.4%.

        NOTE 4 - STATEMENTS OF CASH FLOWS

             Supplemental  disclosures  required  by  Statement  of  Financial
        Accounting  Standards No. 95, "Statement of Cash Flows," are presented
        below.

        (In Thousands of Dollars)            1996        1995       1994
        Reconciliation of net earnings 
         to net cash provided by
         operating activities:
          Net earnings                     $    -0-   $    -0-   $     -0-
          Adjustments to reconcile net
           earnings to net cash
           provided by operating
           activities:
            Amortization of debt
             discounts                       1,527      1,452         757
            Amortization of discounts
             on affiliated notes
             receivable                     (1,527)    (1,452)       (757)
            Net increase in interest
             receivable from affiliate                   (131)     (4,113)
            Net increase in accrued
             interest payable                             131       4,113

        Net cash provided by
         operating activities              $    -0-   $    -0-   $     -0-

        Non-cash investing and
         financing transactions:

          Exchange of Mortgage Notes
           and Junior Mortgage Notes
           for the RIH Promissory Note
           and the RIH Junior
           Promissory Note (at
           estimated market values)                              $135,300
















                                        - 15 -<PAGE>

         NOTE 5 - SUBSEQUENT EVENT

             In February 1997 RIHF mailed to each holder of Mortgage Notes and
        Junior  Mortgage  Notes  an Offer to Purchase and Consent Solicitation
        Statement  offering to purchase for cash (the "Offer") the outstanding
        Mortgage  Notes and Junior Mortgage Notes and soliciting consents (the
        "Solicitation")  for  amending  the Indentures to, among other things,
        release the collateral for these securities which is described in Note
        3.    Holders  who  validly  tendered their securities and consents by
        February  26,  1997  (the "Consent Date") were entitled to receive the
        purchase price of 106.733% for the Mortgage Notes and 107.447% for the
        Junior Mortgage Notes, accrued interest through March 12, 1997, and an
        additional  2.5% consent payment (the "Consent Payment").  Holders who
        tendered  their securities and consents subsequent to the Consent Date
        but  prior  to the Offer's expiration on March 10, 1997, were entitled
        to  the  purchase  price  and  accrued  interest,  but not the Consent
        Payment.     $119,645,000  principal  amount  of  Mortgage  Notes  and
        $21,001,000  principal  amount of Junior Mortgage Notes were tendered.
        The  purchase price and Consent Payments for purchasing these tendered
        securities,  excluding  accrued  interest,  totaled  $153,712,000.
        $5,355,000 principal amount of Mortgage Notes and $1,100,000 principal
        amount  of  Junior  Mortgage  Notes  were  not  validly  tendered and,
        therefore,  not  purchased  pursuant  to  the Offer.  These securities
        remain  outstanding as unsecured obligations of RIHF and operate under
        the  Indentures,  as  amended.    Under  the  amended  Indentures, the
        repayment  terms, interest payment terms and redemption provisions for
        the  remaining Mortgage Notes and Junior Mortgage Notes are unchanged;
        however,  many of the restrictive covenants as to payment of dividends
        and  incurring  additional  indebtedness, as disclosed in Note 3, have
        been  deleted.   The remaining Junior Mortgage Notes continue to trade
        as part of Units.

             RIH transferred to RIHF (i) funds needed to purchase the Mortgage
        Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer
        and  (ii) $12,899,000 Junior Mortgage Notes owned by RIH.  In exchange
        for  this,  the RIH Promissory Note and the RIH Junior Promissory Note
        will  be  canceled  and RIH will issue new promissory notes to RIHF in
        the  amounts  of,  and  with terms that mirror, the remaining Mortgage
        Notes and Junior Mortgage Notes.

























                                        - 16 -<PAGE>

        ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

             None.


                                       PART III

             The  following  Items  have  been  omitted  pursuant  to  General
        Instruction I of Form 10-K:  ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
        OF  THE REGISTRANT; ITEM 11. EXECUTIVE COMPENSATION; ITEM 12. SECURITY
        OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT and ITEM 13.
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


                                        PART IV

        ITEM  14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
        8-K

             (a)  Documents filed as part of this report

        1.   The  financial statement index required herein is incorporated by
             reference  to  "ITEM  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
             DATA."

        2.   No  financial statement schedules are included herein.  Financial
             statement schedules have been omitted because they are either not
             applicable  or the required information is shown in the financial
             statements or notes thereto.

        3.   The  following  exhibits  are  filed  herewith or incorporated by
             reference:

        Exhibit
        Numbers     Exhibit

        (3)(a)      Certificate  of  Incorporation of RIHF.  (Incorporated by
                    reference  to  Exhibit  3.07  to  registrant's  Form  S-4
                    Registration Statement in File No. 33-50733.)

        (3)(b)      By-Laws  of  RIHF.  (Incorporated by reference to Exhibit
                    3.08  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)
        (4)(a)      See  Exhibits  (3)(a)  and  (3)(b)  as  to  the rights of
                    holders of registrant's common stock.
















                                        - 17 -<PAGE>

        (4)(b)(1)   Form   of  Indenture  among  RIHF,  as  issuer,  RIH,  as
                    guarantor,  and  State  Street  Bank and Trust Company of
                    Connecticut,  National  Association, as
                    trustee,  with  respect  to  RIHF  11% Mortgage Notes due
                    2003.    (Incorporated  by  reference to  Exhibit 4.04 to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)

        (4)(b)(2)   Form  of  Mortgage  between RIH and State Street Bank and
                    Trust   Company  of  Connecticut,  National  Association,
                    securing  Guaranty of RIHF Mortgage Notes.  (Incorporated
                    by  reference  to  Exhibit  4.22 to registrant's Form S-4
                    Registration Statement in File No. 33-50733.)

        (4)(b)(3)   Form  of  Mortgage  between  RIH  and  RIHF, securing RIH
                    Promissory  Note.   (Incorporated by reference to Exhibit
                    4.23  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(b)(4)   Form  of  Assignment  of  Agreements  made  by  RIHF,  as
                    Assignor,  to  State  Street  Bank  and  Trust Company of
                    Connecticut, National Association, as Assignee, regarding
                    RIH  Promissory  Note.    (Incorporated  by  reference to
                    Exhibit   4.24  to  registrant's  Form  S-4  Registration
                    Statement in File No. 33-50733.)

        (4)(b)(5)   Form  of  Assignment  of Leases and Rents made by RIH, as
                    Assignor,  to RIHF, as Assignee, regarding RIH Promissory
                    Note.    (Incorporated  by  reference  to Exhibit 4.25 to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)

        (4)(b)(6)   Form  of  Assignment  of Leases and Rents made by RIH, as
                    Assignor,  to  State  Street  Bank  and  Trust Company of
                    Connecticut, National Association, as Assignee, regarding
                    Guaranty  of  RIHF  Mortgage  Notes.    (Incorporated  by
                    reference  to  Exhibit  4.26  to  registrant's  Form  S-4
                    Registration Statement in File No. 33-50733.)

        (4)(b)(7)   Form  of  Assignment  of Operating Assets made by RIH, as
                    Assignor,  to  State  Street  Bank  and  Trust Company of
                    Connecticut, National Association, as Assignee, regarding
                    Guaranty  of  RIHF  Mortgage  Notes.    (Incorporated  by
                    reference  to  Exhibit  4.28  to  registrant's  Form  S-4
                    Registration Statement in File No. 33-50733.)

        (4)(b)(8)   Form  of  Assignment  of Operating Assets made by RIH, as
                    Assignor,  to RIHF, as Assignee, regarding RIH Promissory
                    Note.    (Incorporated  by  reference  to Exhibit 4.34 to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)














                                        - 18 -<PAGE>

        (4)(b)(9)   Form  of Amended and Restated $125,000,000 RIH Promissory
                    Note.  (Incorporated by reference to Exhibit A to Exhibit
                    (4)(b)(1) hereto.)

        (4)(b)(10)  Form of First Supplemental Indenture dated as of March 5,
                    1997, among RIHF, as issuer, RIH, as guarantor, and State
                    Street  Bank  and  Trust Company of Connecticut, National
                    Association,   as  trustee,  with  respect  to  RIHF  11%
                    Mortgage  Notes  due 2003.  (Incorporated by reference to
                    Exhibit (4)(b)(10) to SINA's Form 10-K for the year ended
                    December 31, 1996 in File No. 1-4748.)

        (4)(c)(1)   Form  of  Indenture  between  RIHF,  as  issuer,  RIH, as
                    guarantor, and U.S. Trust Company of California, N.A., as
                    trustee,  with  respect  to  RIHF 11.375% Junior Mortgage
                    Notes  due  2004.   (Incorporated by reference to Exhibit
                    4.05  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(c)(2)   Form  of  Mortgage  between RIH and U.S. Trust Company of
                    California,   N.A.,  securing  Guaranty  of  RIHF  Junior
                    Mortgage  Notes.    (Incorporated by reference to Exhibit
                    4.29  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(c)(3)   Form  of  Mortgage  between  RIH  and  RIHF, securing RIH
                    Junior  Promissory  Note.   (Incorporated by reference to
                    Exhibit   4.30  to  registrant's  Form  S-4  Registration
                    Statement in File No. 33-50733.)

        (4)(c)(4)   Form  of  Assignment  of  Agreements  made  by  RIHF,  as
                    Assignor,  to  U.S. Trust Company of California, N.A., as
                    Assignee,   regarding   RIH   Junior   Promissory   Note.
                    (Incorporated   by   reference   to   Exhibit   4.31   to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)

        (4)(c)(5)   Form  of  Assignment  of Leases and Rents made by RIH, as
                    Assignor,  to  RIHF,  as  Assignee,  regarding RIH Junior
                    Promissory  Note.   (Incorporated by reference to Exhibit
                    4.32  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(c)(6)   Form  of  Assignment  of Leases and Rents made by RIH, as
                    Assignor,  to  U.S. Trust Company of California, N.A., as
                    Assignee,  regarding  Guaranty  of  RIHF  Junior Mortgage
                    Notes.    (Incorporated  by  reference to Exhibit 4.33 to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)
















                                        - 19 -<PAGE>

        (4)(c)(7)   Form  of  Assignment  of Operating Assets made by RIH, as
                    Assignor,  to  U.S. Trust Company of California, N.A., as
                    Assignee,  regarding  the  Guaranty  of  the  RIHF Junior
                    Mortgage  Notes.    (Incorporated by reference to Exhibit
                    4.35  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(c)(8)   Form  of  Assignment  of Operating Assets made by RIH, as
                    Assignor,  to  RIHF,  as  Assignee,  regarding RIH Junior
                    Promissory  Note.   (Incorporated by reference to Exhibit
                    4.27  to  registrant's Form S-4 Registration Statement in
                    File No. 33-50733.)

        (4)(c)(9)   Form  of  Amended  and  Restated  $35,000,000  RIH Junior
                    Promissory  Note. (Incorporated by reference to Exhibit A
                    to Exhibit (4)(c)(1) hereto.)

        (4)(c)(10)  Form of First Supplemental Indenture dated as of March 5,
                    1997,  between  RIHF,  as  issuer, RIH, as guarantor, and
                    U.S.  Trust Company of California, N.A., as trustee, with
                    respect  to  RIHF 11.375% Junior Mortgage Notes due 2004.
                    (Incorporated  by  reference  to  Exhibit  (4)(c)(10)  to
                    SINA's  Form 10-K for the year ended December 31, 1996 in
                    File No. 1-4748.)

        (10)(a)     Form  of  Intercreditor Agreement by and among RIHF, RIH,
                    SINA,  GGRI, Inc., State Street Bank and Trust Company of
                    Connecticut,  National Association, U.S. Trust Company of
                    California, N.A. and any lenders which provide additional
                    facilities.   (Incorporated by reference to Exhibit 10.64
                    to  registrant's  Form S-4 Registration Statement in File
                    No. 33-50733.)

        (10)(b)     Form  of  Nominee  Agreement  between  RIHF  and  RIH.
                    (Incorporated  by  reference to Exhibit 10.57 to Form S-1
                    Registration Statement in File No. 33-53371.)

        (27)        Financial data schedule.

             Registrant  agrees  to  file  with  the  Securities  and Exchange
        Commission, upon request, copies of any instrument defining the rights
        of the holders of its long-term debt.

             (b)  Reports on Form 8-K

             A  Current  Report on Form 8-K dated December 16, 1996, was filed
        by  RIHF  to  report  the change in control of RIHF as a result of the
        Merger.  No amendments to previously filed Forms 8-K were filed during
        the fourth quarter of 1996.
















                                        - 20 -<PAGE>

             (c)  Exhibits Required by Item 601 of Regulation S-K

             The  exhibits  listed  in  Item  14(a)3.  of this report, and not
        incorporated by reference to a separate file, follow "SIGNATURES."

             (d)  Financial Statement Schedules Required by Regulation S-X

             No financial statement schedules are included herein.




















































                                        - 21 -<PAGE>

                                      SIGNATURES


             Pursuant  to  the  requirements  of  Section  13  or 15(d) of the
        Securities  Exchange  Act of 1934, the registrant has duly caused this
        report  to  be signed on its behalf by the undersigned, thereunto duly
        authorized.

                                RESORTS INTERNATIONAL HOTEL FINANCING, INC.
                                                 (Registrant)



        Date:  March 20, 1997    By /s/ Matthew B. Kearney                  
                                   Matthew B. Kearney
                                   Director and President

             Pursuant  to  the  requirements of the Securities Exchange Act of
        1934,  this  report  has been signed below by the following persons on
        behalf  of  the  registrant  and  in  the  capacities and on the dates
        indicated.



        By /s/ Matthew B. Kearney                    March 20, 1997
          Matthew B. Kearney
          Director and President
          (Principal Executive, Financial
          and Accounting Officer)

































                                        - 22 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (3)(a)          Certificate of               Incorporated by
                        Incorporation of RIHF.       reference to Exhibit
                                                     3.07 to registrant's
                                                     Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.

        (3)(b)          By-Laws of RIHF.             Incorporated by
                                                     reference to Exhibit
                                                     3.08 to registrant's
                                                     Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.

        (4)(a)          See Exhibits (3)(a) and
                        (3)(b) as to the rights
                        of holders of
                        registrant's common
                        stock.

        (4)(b)(1)       Form of Indenture among      Incorporated by
                        RIHF, as issuer, RIH, as     reference to  Exhibit
                        guarantor, and State         4.04 to registrant's
                        Street Bank and Trust        Form S-4 Registration
                        Company of Connecticut,      Statement in File No.
                        National Association, as     33-50733.
                        trustee, with respect to
                        RIHF 11% Mortgage Notes
                        due 2003.

        (4)(b)(2)       Form of Mortgage between     Incorporated by
                        RIH and State Street         reference to Exhibit
                        Bank and Trust Company       4.22 to registrant's
                        of Connecticut, National     Form S-4 Registration
                        Association, securing        Statement in File No.
                        Guaranty of RIHF             33-50733.
                        Mortgage Notes.
















                                        - 23 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (4)(b)(3)       Form of Mortgage between     Incorporated by
                        RIH and RIHF, securing       reference to Exhibit
                        RIH Promissory Note.         4.23 to registrant's
                                                     Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.

        (4)(b)(4)       Form of Assignment of        Incorporated by
                        Agreements made by RIHF,     reference to Exhibit
                        as Assignor, to State        4.24 to registrant's
                        Street Bank and Trust        Form S-4 Registration
                        Company of Connecticut,      Statement in File No.
                        National Association, as     33-50733.
                        Assignee, regarding RIH
                        Promissory Note.  

        (4)(b)(5)       Form of Assignment of        Incorporated by
                        Leases and Rents made by     reference to Exhibit
                        RIH, as Assignor, to         4.25 to registrant's
                        RIHF, as Assignee,           Form S-4 Registration
                        regarding RIH Promissory     Statement in File No.
                        Note.                        33-50733.

        (4)(b)(6)       Form of Assignment of        Incorporated by
                        Leases and Rents made by     reference to Exhibit
                        RIH, as Assignor, to         4.26 to registrant's
                        State Street Bank and        Form S-4 Registration
                        Trust Company of             Statement in File No.
                        Connecticut, National        33-50733.
                        Association, as
                        Assignee, regarding
                        Guaranty of RIHF
                        Mortgage Notes.  




















                                        - 24 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (4)(b)(7)       Form of Assignment of        Incorporated by
                        Operating Assets made by     reference to Exhibit
                        RIH, as Assignor, to         4.28 to registrant's
                        State Street Bank and        Form S-4 Registration
                        Trust Company of             Statement in File No.
                        Connecticut, National        33-50733.
                        Association, as
                        Assignee, regarding
                        Guaranty of RIHF
                        Mortgage Notes.  

        (4)(b)(8)       Form of Assignment of        Incorporated by
                        Operating Assets made by     reference to Exhibit
                        RIH, as Assignor, to         4.34 to registrant's
                        RIHF, as Assignee,           Form S-4 Registration
                        regarding RIH Promissory     Statement in File No.
                        Note.                        33-50733.

        (4)(b)(9)       Form of Amended and          Incorporated by
                        Restated $125,000,000        reference to Exhibit A
                        RIH Promissory Note.         to Exhibit (4)(b)(1)
                                                     hereto.

        (4)(b)(10)      Form of First                Incorporated by
                        Supplemental Indenture       reference to Exhibit
                        dated as of March 5,         (4)(b)(10) to SINA's
                        1997, among RIHF, as         Form 10-K for the year
                        issuer, RIH, as              ended December 31, 1996
                        guarantor, and State         in File No. 1-4748.
                        Street Bank and Trust
                        Company of Connecticut,
                        National Association, as
                        trustee, with respect to
                        RIHF 11% Mortgage Notes
                        due 2003.


















                                        - 25 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (4)(c)(1)       Form of Indenture            Incorporated by
                        between RIHF, as issuer,     reference to Exhibit
                        RIH, as guarantor, and       4.05 to registrant's
                        U.S. Trust Company of        Form S-4 Registration
                        California, N.A., as         Statement in File No.
                        trustee, with respect to     33-50733.
                        RIHF 11.375% Junior
                        Mortgage Notes due 2004.

        (4)(c)(2)       Form of Mortgage between     Incorporated by
                        RIH and U.S. Trust           reference to Exhibit
                        Company of California,       4.29 to registrant's
                        N.A., securing Guaranty      Form S-4 Registration
                        of RIHF Junior Mortgage      Statement in File No.
                        Notes.                       33-50733.

        (4)(c)(3)       Form of Mortgage between     Incorporated by
                        RIH and RIHF, securing       reference to Exhibit
                        RIH Junior Promissory        4.30 to registrant's
                        Note.                        Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.

        (4)(c)(4)       Form of Assignment of        Incorporated by
                        Agreements made by RIHF,     reference to Exhibit
                        as Assignor, to U.S.         4.31 to registrant's
                        Trust Company of             Form S-4 Registration
                        California, N.A., as         Statement in File No.
                        Assignee, regarding RIH      33-50733.
                        Junior Promissory Note.  

        (4)(c)(5)       Form of Assignment of        Incorporated by
                        Leases and Rents made by     reference to Exhibit
                        RIH, as Assignor, to         4.32 to registrant's
                        RIHF, as Assignee,           Form S-4 Registration
                        regarding RIH Junior         Statement in File No.
                        Promissory Note.             33-50733.
















                                        - 26 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (4)(c)(6)       Form of Assignment of        Incorporated by
                        Leases and Rents made by     reference to Exhibit
                        RIH, as Assignor, to         4.33 to registrant's
                        U.S. Trust Company of        Form S-4 Registration
                        California, N.A., as         Statement in File No.
                        Assignee, regarding          33-50733.
                        Guaranty of RIHF Junior
                        Mortgage Notes.  

        (4)(c)(7)       Form of Assignment of        Incorporated by
                        Operating Assets made by     reference to Exhibit
                        RIH, as Assignor, to         4.35 to registrant's
                        U.S. Trust Company of        Form S-4 Registration
                        California, N.A., as         Statement in File No.
                        Assignee, regarding the      33-50733.
                        Guaranty of the RIHF
                        Junior Mortgage Notes.  

        (4)(c)(8)       Form of Assignment of        Incorporated by
                        Operating Assets made by     reference to Exhibit
                        RIH, as Assignor, to         4.27 to registrant's
                        RIHF, as Assignee,           Form S-4 Registration
                        regarding RIH Junior         Statement in File No.
                        Promissory Note.             33-50733.

        (4)(c)(9)       Form of Amended and          Incorporated by
                        Restated $35,000,000 RIH     reference to Exhibit A
                        Junior Promissory Note.      to Exhibit (4)(c)(1)
                                                     hereto.
























                                        - 27 -<PAGE>

                     RESORTS INTERNATIONAL HOTEL FINANCING, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1996

                                    EXHIBIT INDEX

        Exhibit                                      Reference to previous
        Number          Exhibit                      filing or this Form 10-K

        (4)(c)(10)      Form of First                Incorporated by
                        Supplemental Indenture       reference to Exhibit
                        dated as of March 5,         (4)(c)(10) to SINA's
                        1997, between RIHF, as       Form 10-K for the year
                        issuer, RIH, as              ended December 31, 1996
                        guarantor, and U.S.          in File No. 1-4748.
                        Trust Company of
                        California, N.A., as
                        trustee, with respect to
                        RIHF 11.375% Junior
                        Mortgage Notes due 2004.

        (10)(a)         Form of Intercreditor        Incorporated by
                        Agreement by and among       reference to Exhibit
                        RIHF, RIH, SINA, GGRI,       10.64 to registrant's
                        Inc., State Street Bank      Form S-4 Registration
                        and Trust Company of         Statement in File No.
                        Connecticut, National        33-50733.
                        Association, U.S. Trust
                        Company of California,
                        N.A. and any lenders
                        which provide additional
                        facilities.  

        (10)(b)         Form of Nominee              Incorporated by
                        Agreement between RIHF       reference to Exhibit
                        and RIH.                     10.57 to Form S-1
                                                     Registration Statement
                                                     in File No. 33-53371.

        (27)            Financial data schedule.     Filed herewith.






















                                        - 28 -<PAGE>