EXHIBIT (10)(a)(2)



                          FIRST AMENDMENT TO LEASE AGREEMENT

             This First Amendment to Lease Agreement, made this 15th day of
        January, 1985, between Resorts International, Inc., a Delaware
        corporation ("Lessor") and Atlantic City Showboat, Inc., a New Jersey
        corporation ("Lessee").

                                      WITNESSETH:

                                BACKGROUND OF AGREEMENT

              A. Lessor and Lessee's parent corporation, Ocean Showboat,
        Inc., entered into a Lease Agreement ("Lease") for certain property
        located in the City of Atlantic City ("Demised  Premises"), as more
        particularly described in the Lease, dated October 26, 1983.
              B. On December 3, 1984, Ocean Showboat, Inc., assigned the
        Lease to Lessee pursuant to the provisions of paragraph 13.1 of the
        Lease.
              C. Lessor and Lessee desire to amend the Lease as set forth
        herein.
              NOW, THEREFORE, in consideration of the mutual covenants and
        conditions contained herein and in the Lease, the parties hereto,
        intending to be legally bound hereby, agree as follows:

              1. All words and terms used herein shall have the same meanings
        as those set forth in the Lease, unless otherwise provided herein.

              2. Paragraph 1 of the definitions section of the Lease, which
        defines "Demised Premises", is amended by deleting therefrom Exhibit
        "A", annexed to and made a part of the Lease, and substituting in its
        place Exhibit "A", a metes and bounds survey by Arthur W. Ponzio
        Company & Associates, Inc., annexed hereto and by this reference made
        a part hereof.

              3. Article 2.2, subparagraph (a) is amended by inserting the
        following before the last word ("or") in the subparagraph:
                  provided, however, that for each full day following December
                  18, 1984 when Lessor does not hold title to the Demised
                  Premises, one (1) day shall be added to the above three (3)
                  year period.

              4. Article 2.3 is amended by deleting therefrom the first
        sentence only and substituting in its place the following:
              Lessee shall pay to Lessor as fixed annual rental a sum equal
        to the number obtained by multiplying the number of feet of Boardwalk
        frontage on the Demised Premises which is agreed to be 317 feet (for
        the purposes of this Article, the Boardwalk is considered parallel to
        Pacific Avenue) multiplied by Twenty Thousand and 00/100 ($20,000.00)
        Dollars which sum equals Six Million Three Hundred Forty Thousand
        ($6,340,000) Dollars (hereinafter the "Rent") for each Lease Year.




                                        - 111 -<PAGE>


              5. Article 2.5 is amended by deleting therefrom all references
        to "$6,000,000" and substituting in their place the figure which
        constitutes the Rent calculated pursuant to the provisions of Article
        2.3, as modified by this Amendment to Lease; i.e., $6,340,000.

              6. Article 3.1 is amended by deleting on line 9 the phrase "50
        bowling lanes" and substituting therefor the phrase "60 bowling
        lanes".

              7. Article 3.4 is amended by adding to the end thereof the
        following:
                  Annexed hereto as Exhibit "C", and by this reference made a
                  part hereof, is a metes and bounds description and a survey
                  drawing depicting the initial designated Staging Area, of
                  which Lessee may take possession under this Lease effective
                  upon execution of this Amendment to Lease and terminating on
                  December 1, 1987 unless earlier terminated by Lessor (said
                  secondary lease to be known as the "Staging Lease"). The
                  grant of the Staging Lease shall be conditioned upon
                  issuance of all necessary approvals from any agency having
                  or asserting jurisdiction over the matter, including,
                  without limit, the Housing Authority of the City of Atlantic
                  City. "Reasonable rent" for the purpose of this Article, 3.4
                  only, shall be defined as all costs of carrying the Staging
                  Area, including, without limit, taxes, utilities, rent and
                  assessments which may be charged against the parcel or
                  parcels initially or subsequently designated as the Staging
                  Area. Lessor reserves the right to cancel the use of the
                  Staging Area and the Staging Lease for the initial Staging
                  Area upon 90 days notice to Lessee. If so cancelled, Lessor
                  shall use its best efforts to provide a substitute staging
                  area at a reasonable rent.

              8. Article 3.6 is deleted in its entirety and the following is
        substituted in its place:
              Subject to article 30.14 below, construction on the Building
        shall begin on or before May 31, 1985 and shall be completed on or
        before December 31, 1987.

              9. Article 7.2 is amended by adding to the end thereof the
        following:
              In connection with the foregoing, Lessor agrees that,
        to the extent required for convenient, efficient and economical
        utility service to Lessee's Building, Lessor shall promptly grant such
        easements to Lessee or to such parties providing utility services for
        such portions of the Service Road and Service Road Extension
        (hereinafter defined) as are necessary to provide utility service to
        the Building and Demised Premises, including but not limited to water,
        sewer, electric, gas, telephone, TV cable and storm sewer including
        easements to accommodate installation of all fire hydrants and other
        facilities required in connection with obtaining of all permits
        necessary for the operation of the Building.

              10. Article 9.1 is amended by adding the following after the
        first sentence of the Article:



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              Lessee acknowledges that the Demised Premises is subject to
        certain tax liens and that such liens shall not constitute a default
        of the above warranties. Lessee's liability in connection with such
        tax liens shall be as provided in Article 2.6 above.

              11. Article 9.9 is deleted in its entirety and the following is
        substituted in its place:
              Lessor will use its best efforts to obtain access from the
              Demised Premises to any approved pedestrian skyway constructed
              to any facility or connecting passageway on the north side of
              Pacific Avenue.

              12. Article 9.15 is amended by adding the following sentence:
              For the purpose of this Article 9.15, "commencement of
        construction" shall be defined as commencement of foundations or
        superstructure work and shall not include piling and related
        excavation work.

              13. Article 9.13 is deleted in its entirety and the following
        is substituted in its place:
              Lessor covenants that the southern portion of the westerly line
              of the Demised Premises shall be 552' from the easterly line of
              Virginia Avenue, that the northern portion of the westerly line
              of the Demised Premises shall be 577' from the easterly line of
              Virginia Avenue as more particularly depicted in Exhibit "A",
              annexed hereto and by this reference made a part hereof, and
              that any structures constructed in the 210 foot area reserved
              for the future development as depicted on Exhibit B
              (hereinafter "210 foot area") between the southerly exterior
              line of the tower of the hotel-casino on Lessor's Parcel south
              to the City Boardwalk and east to the Demised Premises (other
              than said hotel-casino or any integral part thereof) shall have
              a maximum height from the City Boardwalk level of ten stories.
              Such 210 foot area shall not be used for the maintenance of any
              nuisance or for any use or other purpose which interferes,
              except as set forth herein, with the use of the Building, the
              Demised Premises and any operations thereon, or for any use or
              other purpose not in keeping with the aesthetic appeal of
              properties adjacent to the City Boardwalk. Lessee agrees that,
              without limitation, usual, customary and reasonable
              construction activities conducted on the 210' area shall not
              constitute a nuisance. Lessor further covenants that, except
              for column supports, enclosed chases for mechanical and
              electric utilities, screen walls and like structures, which
              items shall be installed subject to approval of all
              governmental agencies or departments thereof having or claiming
              jurisdiction over such matters, the 17 foot wide strip
              immediately adjacent to the westerly line of the Service Road
              Extension (defined below) shall serve as an egressway at grade
              as set forth in paragraph 15.9. At not less than 16 feet above
              grade level, or at any other height above grade level
              authorized by governmental agencies, Lessor shall be permitted
              to overbuild any portion of the 17 foot strip immediately
              adjacent to the westerly line of the Service Road Extension
              (hereinafter defined as "17 Foot Egressway") and the westerly



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              33 feet of the Service Road. Lessor further covenants that,
              subject to the height restriction set forth herein, the
              easterly wall of any building constructed in the 210 foot area
              by any party shall be not closer than seventeen (17') feet to
              the westerly line of the Demised Premises. Lessor and Lessee
              further covenant that the 17' wide Service Road Extension more
              fully described below and the 17' wide egressway shall be
              dedicated to the uses more specifically set forth in Article 15
              below.

              14. Article 15.1 is amended by deleting the last sentence
        thereof and substituting in its place the following:
              Lessor and Lessee covenant that they shall cooperate with each
        other in coordinating the construction of the common facility referred
        to in Article 15.3(c) below for its entire length from Pacific Avenue
        to the Boardwalk as depicted and made part hereof in Exhibit "B",
        which facility shall be completed not later than 90 days before the
        Opening Date, provided, however, that the Lessee's construction does
        not prevent access to the area in sufficient time to reasonably
        construct the common facility and provided that Lessee provides to
        Lessor a proposed opening date which is its best estimate of such date
        and which is no earlier than September 1, 1986. The remaining common
        facilities shall be completed within eighteen (18) months following
        the Opening Date. All of the above is subject to the occurrence of any
        force majeure event under Article 30.14 hereof and Lessee's
        cooperation. Subject to the approval of any governmental agency or
        department thereof having or claiming jurisdiction over the Service
        Road and the Service Road Extension, Lessor and Lessee agree that, if
        necessary to accommodate construction on the 210 foot area, for
        purposes of this paragraph, completion of the Service Road and Service
        Road Extension shall include construction of those components thereof
        (including at a minimum the subbase materials) necessary to enable
        Lessee to use such areas for the purposes described herein. Lessor
        agrees that final completion of the Service Road and Service Road
        Extension shall occur not later than 18 months after the Opening Date.

              15. Article 15.2 is deleted in its entirety and the following
        is substituted in its place:
              Except as otherwise provided herein, the cost of construction
        and reconstruction when necessary and expense of maintenance of the
        Common Facilities as hereinafter defined shall be borne equally by
        Lessor and Lessee. In the event that a governmental entity, or other
        entity, shall make a grant of funds available for construction,
        reconstruction and/or maintenance of all or a part of the Common
        Facilities, and said funds are used therefor, Lessee shall be entitled
        to a pro rata reimbursement/reduction of costs borne by it hereunder
        on account of such construction, reconstruction and/or maintenance.
        Lessor shall determine the cost, design, construction and
        choice of contractor to be used in construction of all Common
        Facilities; provided, however, that Lessor, shall consult with Lessee
        on design determinations with respect to the Common Facility described
        in Article 15.3(a). The pedestrian passageway shall be located in the
        area depicted in the attached Exhibit B. Lessor or its designee shall
        manage the Common Facilities and shall make its books and records
        related to said Common Facilities immediately available during normal



                                        - 114 -<PAGE>


        business hours promptly after reasonable request by Lessee or an agent
        of Lessee. With respect to the facility described in 15.3(a) hereof,
        Lessor shall bear the cost of construction, reconstruction and expense
        of maintenance for such facility from the casino to be constructed on
        Lessor's Parcel to the westerly line of the Demised Premises; Lessee
        shall bear the cost of construction, reconstruction and expense of
        maintenance for such facility from said point to Lessee's Building.
        Further, with respect to the facility described in Article 15.3(c)
        hereof, Lessor shall bear the entire cost of construction,
        reconstruction and expense of maintenance of such facility during the
        Term of this Lease.

              16. Article 15.3 is amended by deleting therefrom in their
        entirety subparagraphs (b) and (c) and substituting in their place the
        following: 
              (b) Deleted
              (c) The approximately 50-foot wide Service Road as shown on the
        plot plan annexed hereto as Exhibit "B" ("Service Road"), and the
        approximately 17-foot wide Service Road Extension and ramp to
        Boardwalk ("Service Road Extension") also shown on Exhibit "B". Lessor
        warrants that the combined Service Road and Service Road Extension
        shall have an intersection at Pacific Avenue, as depicted on Exhibit
        "B" and shall include a ramp up to the Atlantic City Boardwalk, and
        that the Service Road and Service Road Extension shall be constructed
        in accordance with and shall include all appurtenances and amenities
        required by all specifications, laws, rules, regulations, ordinances,
        orders, directives and enactments of the City of Atlantic City,
        Atlantic City Housing Authority, and any agency or department thereof
        and any other governmental agency or department having or claiming
        jurisdiction over construction and operation of such facilities.
        Lessee's use of the Service Road from Pacific Avenue to a point
        approximately 868 feet south of Pacific Avenue (said point being 70
        feet south of the southerly end of Lessees loading dock as depicted on
        Exhibit B) shall be limited to service vehicles providing deliveries
        to the Building, trash removal and similar services. Lessee covenants
        that passenger vehicles and buses to Lessee's Building shall be
        precluded from utilizing the Service Road. Lessee further covenants
        that its service vehicles shall enter and exit the Service Road at
        Pacific Avenue. Notwithstanding the above limitations on Lessee's use
        of the Service Road, the Service Road and Service Road Extension shall
        be open and available at all times during the term of the Lease for
        emergency vehicle access to the Atlantic City Boardwalk, the Building
        and any structures to be constructed in the 210 foot area and for
        emergency exiting from the Building and any structure to be
        constructed in the 210 foot area, as required by any governmental
        agency or department having or claiming jurisdiction over such
        matters, and as more specifically set forth in Article 15.9 below. It
        is expressly understood that the Lessor reserves the right to make any
        use whatsoever of the Service Road and Service Road Extension,
        provided that such use does not unreasonably interfere with the use by
        Lessee as provided herein. Lessor shall be solely responsible for all
        costs of permits, approvals, design, construction, maintenance and
        repair of the Service Road and, Service Road Extension, and all
        appurtenances and amenities (excluding utilities) required in
        connection therewith during the term of the Lease. Lessee acknowledges



                                        - 115 -<PAGE>


        that it shall be responsible for all costs of construction of any
        improvements on the Demised Premises necessary to connect or utilize
        the Service Road and Service Road Extension with the Building.

              17. Article 15.3 is further amended by adding to sub-paragraph
        (a) the following:
              Lessor and Lessee agree that the pedestrian passageway shall be
        constructed in a manner so as to reach an elevation of approximately
        26' above mean sea level at the westerly line of the Demised Premises.
        Lessor and Lessee also agree that the portion of the pedestrian
        passageway located on or above the 210 foot area may, from time to
        time, be redesigned, integrated into future construction, demolished,
        reconstructed, placed out of use, or otherwise altered to accommodate
        development at no cost to Lessee on the 210' area. Lessor agrees that
        the location at which the pedestrian passageway penetrates the
        Building wall shall not be changed and that the time when the
        pedestrian passageway may be placed out of use for the reasons set
        forth in this paragraph shall be limited to that reasonably necessary
        to accomplish the development.

              18. Article 15.3 is further amended by adding thereto the
        following paragraph:
              Paragraph (d): Within two (2) weeks of the date of execution of
        this amendment, Lessor agrees to make available to Lessee schematic
        drawings, in sufficient detail to locate the position and general
        characteristics of the Service Road and Service Road Extension, and to
        generally depict such facilities and all appurtenances and amenities
        not located on the Demised Premises required in connection with
        construction thereof. Lessor further agrees that it shall make
        available to Lessee for its general information detailed engineering
        and construction drawings depicting the Service Road and Service Road
        Extension, promptly upon their completion.

              19. Article 15.5(b) is amended by deleting therefrom in their
        entirety subparagraphs (1), (2) and (3), and substituting in their
        place the following:
              (1) Facility described in Article 15.3(a): Lessor shall bear
        that portion that applies to such facility from Lessor's hotel-casino
        on Lessor's Parcel to the westerly line of the Demised Premises;
        Lessee shall bear the remainder.
              (2) Deleted.
              (3) Facilities described in Article 15.3(c): Lessor shall bear
        all taxes on the Service Road. Lessor and Lessee shall share the taxes
        equally for the Service Road Extension.

              20. Article 15.6 is amended by deleting from the first sentence
        the "provisio" clause, and the clause following the "proviso" clause,
        and substituting in their places the following:
              provided, however, that the Lessor shall be entitled to the
        entire award on account of a Taking of the Service Road and Service
        Road Extension up to the full value of such facilities; Lessee shall
        only be entitled to any additional sum made as an award which is
        awarded to recompense it for its easement for use of the Service Road
        and Service Road Extension for ingress and egress from its loading and
        service docks, and for emergency egress and exiting purposes as more



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        specifically set forth in Article 15.9, below, or awarded to
        recompense for all costs which may be incurred by Lessee in acquiring
        and constructing alternate emergency egress facilities as required by
        all governmental agencies or departments thereof having or claiming
        jurisdiction thereover.

              21. Article 15 is amended by adding thereto the following new
        paragraphs:
              15.8: (a) In addition to any of the rights of Lessee to any
        areas described herein, Lessor grants and conveys to Lessee, for the
        benefit of Lessee and its contractors, subcontractors, employees,
        invitees and licensees, a nonexclusive license over and across those
        certain parcels of real property owned by Lessor and more particularly
        described and depicted in Exhibit "F", annexed hereto and by this
        reference made a part hereof, for use by Lessee in connection with
        construction of the Building for the temporary stockpiling of
        excavated material until completion of the foundations, said license
        to terminate upon completion of the foundations for Lessee's building.
              (b) In addition to any of the rights of Lessee to any areas
        described herein, Lessor grants and conveys to Lessee, for the benefit
        of Lessee and its contractors, subcontractors, employees, invitees and
        licensees, a nonexclusive license over and across those certain
        parcels of real property owned by Lessor and more particularly
        described and depicted in Exhibit "G", annexed hereto and by this
        reference made a part hereof, for use by Lessee in connection with
        construction of the Building for ingress and egress to and from the
        Demised Premises by construction and construction-related vehicles.
        The license for the area east of the Demised Premises as depicted on
        Exhibit G shall be revocable by Lessor on 90 days notice to Lessee.
        The license for the area west of the Demised Premises as depicted on
        Exhibit G shall be irrevocable and shall continue until the Opening
        Date, at which time such license shall expire without further action
        of the parties.
              15.9: In addition to any of the rights of Lessee to any areas
        described herein, Lessor grants and conveys to Lessee, for its benefit
        and for the benefit of its employees, tenants, invitees and licensees,
        a non-exclusive and irrevocable easement for the term of the Lease,
        upon, over and across the Service Road, the Service Road Extension and
        the 17 Foot Egressway, as more particularly described in Exhibits B
        and D, annexed hereto and by this reference made a part hereof
        (hereinafter referred to as "Egress Areas") for purposes of emergency
        vehicle access to the Building and to any structure to be constructed
        in the future in the 210 foot area and to the Atlantic City Boardwalk
        and for purposes of emergency exiting from the Building and any
        structure to be constructed in the 210 foot area, such easement to
        include surface and air rights over the area marked such in Exhibits B
        and D and surface rights only for the area marked such in Exhibits B
        and D. Lessor and Lessee covenant and agree that, for the term of the
        Lease, no use shall be made of the Egress Areas which is contrary to
        emergency exiting procedures and emergency vehicle access
        requirements, as approved by all governmental agencies or departments
        having or claiming jurisdiction over such emergency matters. Lessor
        specifically reserves the right to utilize the Egress Areas in any
        manner consistent with the approvals or limitations of such agencies,
        provided such uses do not prevent the uses granted to Lessee herein.



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        Lessor further covenants and agrees with Lessee that for the term of
        the Lease, and with the exception of certain supporting columns and
        other facilities generally described in paragraph 9.13, the easterly
        17 feet of the Service Road and the Service Road Extension shall
        remain open to the sky and unobstructed. Lessor retains all of its
        rights to construct in the air rights over both the westerly 33 feet
        of the Service Road and the seventeen (17') foot wide strip
        immediately adjacent to the westerly line of the Service Road
        Extension, at such height and pursuant to such approvals and
        conditions as may be permitted or required by all governmental
        agencies or departments thereof having or claiming jurisdiction over
        such matters, which clear height shall be not less than sixteen (16')
        feet above grade.
              15.10: Lessee covenants that to the extent required to provide
        adequate exiting from the Building and any building to be erected in
        the 210' area, it will not construct or erect or build, permit, allow
        or suffer to be constructed, erected or built any obstructions except
        stair towers for exiting the Building within the 17 feet west of the
        westerly wall of the Building.
              15.11(a) Lessor acknowledges that an agency has sought from
        Lessee a commitment that, if an exterior open area for public
        emergency exiting shall become available to the east of the Demised
        Premises, Lessee will agree, subject to obtaining all required
        approvals for use of such areas, to construct exits through the
        easterly wall of the Building onto such public, exterior open exiting
        areas as may become available. To the extent that such exiting areas
        become available in the future, and to the extent that Lessee may
        become obligated to provide exits through its easterly wall into such
        areas, Lessor and Lessee agree to cooperate with each other in making
        such egress areas available.
              (b) If such exterior open areas become available in the future,
        and if Lessee provides exits through its easterly wall into such
        areas, Lessee covenants that it shall utilize only eight and one half
        feet (8 1/2') east ("8 1/2 foot area") from the easterly wall of its
        Building for such exiting. Lessee agrees that it will design any such
        exiting through the easterly wall of the Building to limit the area
        required at grade east of the Demised Premises to a width of 8 1/2
        feet to accommodate such exiting and that such design shall not
        provide for any structures within or doors opening into such 8 1/2
        foot area. Lessee agrees to allow Lessor to review and comment on such
        design as it progresses. If the above conditions are met, Lessor
        agrees to grant to Lessee and Lessee agrees to accept from Lessor a
        non-exclusive easement for surface exiting (not including air rights)
        on the 8 1/2 foot area for a period to correspond to the term of this
        Lease. Consideration for any easement or leasehold east of the
        building for such exiting shall be computed in the same manner as Rent
        pursuant to Article 2.3; i.e., at $20,000 per Boardwalk foot per year
        for a total of $170,000 annually (8.5 x $20,000). Such sum or sums
        shall be added to the Rent herein and paid from Lessee to Lessor as
        additional Rent.
              15.12 (a) Depicted and described in Exhibit E, annexed hereto
        and by this reference made a part hereof, is a portion of the Demised
        Premises which Lessor and Lessee have agreed shall be temporarily
        dedicated by Lessee for use as a portion of the Service Road. Lessor
        acknowledges that construction of a portion of the Service Road on the



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        area described in Exhibit E (hereinafter referred to as "Triangle")
        will facilitate access to and from Lessee's Building and the 210 foot
        area which abuts the Service Road. Accordingly, Lessee grants to
        Lessor an easement to construct, maintain and utilize a portion of the
        Service Road on the Triangle, said easement to be co-extensive with
        the term of this Lease, subject to the termination provisions set
        forth below, and pursuant to such easement to use the Triangle for the
        purpose of an unobstructed Service Road and consistent with those
        purposes described in Article 15.3 of the Lease.
              (b) Lessor represents, warrants and covenants to Lessee that,
        if Lessor obtains title to the All Wars Memorial Building and the real
        property on which said building is erected (hereinafter referred to as
        the "City Property"), the Service Road within a reasonable time
        thereafter will be realigned as more particularly described in
        subparagraph c hereof and upon such realignment, without further
        action of the parties, all rights of Lessor to use the Triangle
        pursuant to the easement granted in subparagraph (a) hereof will
        cease, the easement will terminate and Lessee will again be entitled
        to exclusive and quiet possession of the Triangle free of any interest
        of Lessor.
              (c) Lessor represents, warrants and covenants to Lessee that
        the portion of the City Property described and depicted in Exhibit H
        annexed hereto will be added to and become a part of the Demised
        Premises, without cost to Lessee and without any increase in the rent
        provided in the Lease, upon Lessor's acquisition of the City Property
        and realignment of the Service Road. Additionally, at the time of such
        acquisition, Lessor will cause the Service Road to be realigned so
        that the easterly line of the Service Road abuts the westerly line of
        the Demised Premises including the 25' x 80' parcel depicted in
        Exhibit H.

              22. Article 23.1 is amended by deleting therefrom the address
        for notice "to the Lessee" and substituting in its place the
        following:

                             ATLANTIC CITY SHOWBOAT, INC.
                                     P.O. Box 840
                               Atlantic City, N.J. 08404

              23. Article 30 is amended by adding thereto the following new
        section:
              30.17: Pursuant to the provisions of Section 82(c)(9) of the
        Casino Control Act, N.J.S.A.5:12-82(c)(9), Lessor and Lessee
        acknowledge that the New Jersey Casino Control Commission has
        concluded that each is jointly and severally liable for all acts,
        omissions and violations of the Casino Control Act with respect to the
        Demised Premises by the other regardless of actual knowledge of such
        act, omission or violation and notwithstanding any provision in this
        Lease to the contrary; provided, however, that the provisions of this
        paragraph shall not be applicable until such time as Lessee is granted
        an Operations Certificate. Lessor and Lessee acknowledge that the
        above is not the result of their mutual bargain, but rather, mandated
        by the New Jersey Casino Control Commission's interpretation of the
        Casino Control Act. If for any reason such interpretation no longer
        obtains or is declared invalid the above shall immediately become null



                                        - 119 -<PAGE>


        and void. Lessor and Lessee reserve their respective rights to
        challenge in a court of law or equity this provision of the Lease and
        if such court, for any reason, declares that the New Jersey Casino
        Control Commission or any other State authority lacks the authority to
        require this provision, it shall be null and void.

              24. Lessor agrees that it shall perform such further acts,
        execute all documents necessary to carry out the provisions of this
        agreement.

              25. Except as specifically modified by this amendment, all
        provisions of the Lease are ratified and confirmed by Lessor and
        Lessee.

              26. This amendment shall be binding upon, and shall inure to
        the benefit of, the parties hereto and their successors and assigns.

              IN WITNESS HEREOF, Lessor and Lessee have caused this First
        Amendment to Lease Agreement to be executed the date indicated above.


        ATTEST:                       RESORTS INTERNATIONAL, INC. 



        /s/ John M. Donnelly          By:      /s/ I.G. Davis, Jr.        



        ATTEST:                               ATLANTIC CITY SHOWBOAT, INC.



        /s/ H. Gregory Masky          By:      /s/ Frank A. Modica       
                 Secretary                    FRANK A. MODICA, President























                                        - 120 -<PAGE>


                                    ACKNOWLEDGMENT

        STATE OF NEW JERSEY )

                              ss

        COUNTY OF ATLANTIC )


              BE IT REMEMBERED THAT on this 15th day of January, 1985 before
        me, the subscriber, a Notary Public of New Jersey, personally appeared
        I.G. Davis, Jr. of Resorts International, Inc. who I am satisfied is
        the person who signed the within instrument, and he acknowledged that
        he signed, sealed with the corporate seal and delivered the same as
        such officer aforesaid, and that the within instrument is the
        voluntary act and deed of such corporation.


                                                /s/ John M. Donnelly      


        STATE OF NEVADA)

                            ss

        COUNTY OF CLARK)


              BE IT REMEMBERED THAT on this 17th day of January, 1985 before
        me, the subscriber, a Notary Public of the State of Nevada, personally
        appeared Frank A. Modica, President of Atlantic City Showboat, Inc.,
        who I am satisfied is the person who signed, sealed with the corporate
        seal and delivered the same as such officer aforesaid, and that the
        within instrument is the voluntary act and deed of such corporation.


                                                /s/ Jean Y. Zorn          





















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