SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549

                                       Form 10-K

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

        For the fiscal year ended December 31, 1995

                                          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. 1-4748

                         GRIFFIN GAMING & ENTERTAINMENT, INC.                 
                (Exact name of registrant as specified in its charter)

                   DELAWARE                                  59-0763055    
        (State or other jurisdiction of                   (I.R.S. Employer  
        incorporation or organization)                   Identification No.)

        1133 Boardwalk, Atlantic City, New Jersey                 08401    
        (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code:  609-344-6000 

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

                                                      Name of Each Exchange
              Title of Each Class                      on Which Registered  
        First Mortgage Non-Recourse
         Pass-Through Notes                          American Stock Exchange
        Common Stock                                 American Stock Exchange
        Class B Redeemable Common Stock
         (traded as part of Units with
         Junior Mortgage Notes issued by
         a subsidiary of registrant)                 American Stock Exchange

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

                                     - continued -



                   Exhibit Index is presented on pages 79 through 90

                               Total Number of Pages 147







                                        - 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  of  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. [ ]

        Based on the closing price on the American Stock Exchange, on February
        29,  1996  the aggregate market value of the registrant's Common Stock
        held by nonaffiliates was $73,936,000.


           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 Section 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            

        A s   of  February  29,  1996  there  were  7,941,035  shares  of  the
        registrant's  Common  Stock  outstanding  and  35,000  shares  of  the
        registrant's Class B Redeemable Common Stock outstanding.

                         DOCUMENTS INCORPORATED BY REFERENCE:

        Portions  of the Proxy Statement to be filed for the registrant's 1996
        annual  meeting  of shareholders are incorporated by reference in Part
        III hereof.





















                                        - 2 -<PAGE>

                                        PART I


        ITEM 1. BUSINESS

             (a)  General Development of Business

             Griffin Gaming & Entertainment, Inc. ("GGE") is a holding company
        which,  through  its  indirect  wholly  owned  subsidiary,  Resorts
        International  Hotel,  Inc.  ("RIH"),  is  principally  engaged in the
        ownership  and  operation  of  Merv  Griffin's  Resorts  Casino  Hotel
        ("Resorts  Casino Hotel") in Atlantic City, New Jersey.  GGE was known
        as  Resorts  International,  Inc.  until  its  name  change, which was
        effective  June  30,  1995.    "GGE"  is  used  herein to refer to the
        corporation   both  before  and  after  its  name  change.    GGE  was
        incorporated  in  Delaware in 1958.  The term "Company" as used herein
        includes GGE and/or one or more of its subsidiaries as the context may
        require.

             In  Atlantic  City,  the  Company  owns  and operates the Resorts
        Casino    Hotel,  which  has  approximately  660 guest rooms, a 70,000
        square  foot casino, an 8,000 square foot simulcast parimutuel betting
        and  poker area and related facilities, located on the Boardwalk.  See
        "( c )  Narrative  Description  of  Business"  below,  and  "ITEM  7.
        MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
        RESULTS OF OPERATIONS." 

             Approximately 10 acres of Boardwalk property owned by the Company
        is  leased to Atlantic City Showboat, Inc. ("ACS") under a 99-year net
        lease expiring in 2082 (the "Showboat Lease").  All lease payments due
        under  the  Showboat  Lease  directly  service  the Company's interest
        obligations  under  the  Showboat Notes described under "(c) Narrative
        Description  of  Business - Showboat Lease" below.  The leased acreage
        is  the  site  of  the Showboat Casino Hotel (the "Showboat") which is
        operated  by  ACS.    The  Company  also owns other real estate in the
        Atlantic City area, most of which is vacant land.

             Casino  operations  in Atlantic City are conducted under a casino
        license  which  is subject to periodic review and renewal by action of
        the   New  Jersey  Casino  Control  Commission  (the  "Casino  Control
        Commission").    The  Company's current license was renewed in January
        1996  through January 31, 2000 subject to a financial stability review
        after  two  years.    See "Regulation and Gaming Taxes and Fees" under
        "(c) Narrative Description of Business" below.

        1994 Restructuring

             In  April  1994  the  Company  s  prepackaged  bankruptcy plan of
        reorganization  (the  "Plan")  was  confirmed  by  the  United  States
        Bankruptcy  Court  for the District of Delaware and on May 3, 1994 the
        Plan  became  effective.   The Company s reorganization under the Plan
        (the  "Restructuring")  included,  among other things, (i) the sale of
        the  Company  s  Paradise  Island operations and properties (the "SIHL
        Sale")  and  (ii)  the  exchange  of  $481,907,000 principal amount of
        public  indebtedness  for  $160,000,000  principal  amount of new debt
        securities,  40%  of the common stock of GGE (the "GGE Common Stock"),
        the proceeds



                                        - 3 -<PAGE>

        from  the  sale  of  the  Paradise Island operations and approximately
        $36,700,000 cash.

             The  Paradise  Island  assets  disposed  of included the Paradise
        Island  Resort  &  Casino, the Ocean Club Golf & Tennis Resort and the
        Paradise  Paradise  Beach Resort.  The assets sold included an 18-hole
        golf  course,  approximately six miles of beach and water frontage and
        other  resort  facilities on Paradise Island.  A total of 562 acres on
        Paradise  Island,  218  of which were not used in the Company's former
        operations and were available for future development, were included in
        the  sale.    Also,  certain  assets  located  in  Florida and used in
        connection  with  the Company's former Paradise Island operations were
        included  in  the  sale.  In addition, the Company's airline operation
        was  effectively  disposed  of  in  the sale by means of an option/put
        agreement  with a nominal option price.  Pursuant to an agreement, the
        Company  operated  the  airline on behalf of the purchaser for a small
        management fee through early May 1995.  

             The Plan and Restructuring are more completely described in GGE s
        Form 10-K for the year ended December 31, 1994.

             (b)  Financial Information about Industry Segments

             The  information  called  for  by  this  item  is incorporated by
        reference  to  the  tables  entitled  "Revenues,"  "Contribution  to
        Consolidated  Earnings  (Loss)  Before  Income Taxes and Extraordinary
        Items"  and  "Identifiable Assets, Depreciation and Capital Additions"
        in  "ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS."

             (c)  Narrative Description of Business

        Gaming Facilities

             Through  May 1995, the Resorts Casino Hotel in Atlantic City, New
        Jersey,  had  a  60,000  square foot casino and a simulcast parimutuel
        betting  and  poker  area of approximately 8,000 square feet.  In late
        May  1995, the casino was expanded by approximately 10,000 square feet
        which  enabled  the Company to increase the number of slot machines by
        approximately  315 machines.  At December 31, 1995, these gaming areas
        contained 43 blackjack tables, 18 poker tables, 11 roulette tables, 10
        dice  tables,  eight Caribbean stud poker tables, two baccarat tables,
        two  let  it  ride  poker tables, one mini-baccarat table, one pai gow
        poker table, one big six wheel, one sic bo table, 2,338 slot machines,
        and  five  betting  windows  and  four customer-operated terminals for
        simulcast  parimutuel betting.  Also included in the simulcast area is
        a  keno lounge which has two keno cashier windows.  There are also two
        keno windows in the bus waiting area and one on the casino floor.

             During  1995,  the  Company  had  total  gaming revenues from its
        Atlantic  City  casino of $267,757,000.  This compares to total gaming
        revenues  of  $250,482,000 for 1994 and $244,116,000 for 1993.  In the
        last  several  years,  approximately a dozen new table games have been
        introduced in order to provide more variety than the basic five table






                                        - 4 -<PAGE>

        games  of blackjack, roulette, craps, baccarat and big six, which were
        the  only  games  available  for  the  initial  15 years of the gaming
        industry  in Atlantic City.  The Company has offered simulcast betting
        and  poker  since  June  1993, keno since June 1994 and Caribbean stud
        poker since November 1994.

             Casino  gaming  in  Atlantic  City  is  highly competitive and is
        strictly  regulated  under  the  New  Jersey  Casino  Control  Act and
        regulations  promulgated  thereunder (the "Casino Control Act"), which
        affect  virtually  all  aspects  of the Company's Atlantic City casino
        operations.    See  "Competition" and "Regulation and Gaming Taxes and
        Fees" below.

        Resort and Hotel Facilities

             The Resorts Casino Hotel commenced operations in May 1978 and was
        the first casino/hotel opened in Atlantic City.  This was accomplished
        by  the  conversion  of  the former Haddon Hall Hotel, a classic hotel
        structure  originally  built in the early 1900's, into a casino/hotel.
        It is situated on approximately seven acres of land with approximately
        310  feet  of  Boardwalk frontage overlooking the Atlantic Ocean.  The
        Resorts  Casino  Hotel consists of two hotel towers, the 15-story East
        Tower  and  the  nine-story  North  Tower.   In addition to the casino
        f a c ilities  described  above,  the  casino/hotel  complex  includes
        approximately  660  guest  rooms  and suites, the 1,400-seat Superstar
        Theater,  seven restaurants, one cocktail lounge, a VIP slot and table
        player  lounge,  an  indoor  swimming pool and health club, and retail
        stores.    The  complex  also  has approximately 50,000 square feet of
        convention  facilities,  including  eight  large  meeting  rooms and a
        16,000 square foot ballroom.

             The Company owns a garage that is connected to the Resorts Casino
        Hotel  by  a  covered  walkway.  This garage is used for patrons' self
        parking and accommodates approximately 700 vehicles.  The Company also
        leases  a lot which provides valet parking for approximately 180 cars.
        In  June  1995  the Company acquired approximately 4.4 acres adjoining
        the  Resorts  Casino  Hotel  (the   "Chalfonte  Site" )  which acreage
        currently provides additional uncovered self parking for approximately
        140  cars and valet parking for approximately 420 cars.  The Chalfonte
        Site  includes  approximately  265  feet of Boardwalk frontage and was
        previously  leased  by the Company.  The Company intends to expand the
        Resorts  Casino  Hotel by constructing hotel rooms, casino space and a
        parking  garage on this acreage commencing in late 1996.  The expanded
        facilities  will  be  connected  to  the existing hotel structure by a
        covered walkway already in place.

             Consistent with industry practice, the Company reserves a portion
        of  its  hotel  rooms  and  suites as complimentary accommodations for
        high-level  casino  wagerers.    For  1995,  1994 and 1993 the average
        occupancy  rates,  including complimentary rooms, which were primarily
        provided  to casino patrons, were 94%, 91% and 92%, respectively.  The
        average  occupancy  rate  and  weighted  average  daily  room  rental,
        excluding  complimentary  rooms,  were  51% and $59, respectively, for
        1995.  This compares with 47% and $64, respectively, for 1994, and 47%
        and $62, respectively, for 1993.





                                        - 5 -<PAGE>

        Capital Improvements

             The  Company  has  pursued  a  major capital improvements program
        since  1989  in order to compete more effectively in the Atlantic City
        market.   During these seven years capital additions at Resorts Casino
        Hotel  exceeded $122,000,000.  In 1995 the Company expanded its casino
        by  approximately  10,000 square feet and added approximately 315 slot
        machines.    Also in 1995, a new restaurant, California Pizza Kitchen,
        was  constructed  and  opened,  five  suites  were  renovated, and the
        exterior  of  the building was painted.  In 1994 the Company purchased
        221  slot machines, most of which replaced older models, and completed
        various  capital  maintenance  projects.   In prior years, the Company
        converted  certain  back-of-the-house  space into an 8,000 square foot
        simulcast facility, opened the VIP slot and table player lounge, "Club
        Griffin," and converted the parking garage from valet to self-parking.
        The  Company  has  a  continual capital maintenance program whereby it
        renovates  its  guest  rooms,  replaces  its  slot machines with newer
        models,  renovates its public areas, including restaurants, as well as
        improves its infrastructure such as elevators and air conditioning.

             As stated above, the Company intends to expand the Resorts Casino
        Hotel  by  constructing  hotel  rooms,  additional  casino space and a
        parking  garage  on  the  Chalfonte  Site  which it has acquired.  The
        Company  s expansion plans are preliminary at this time, so the number
        of  rooms  and  parking  spaces  and the size of the additional casino
        space  to  be  constructed, as well as the estimated cost, are not yet
        determined.    Excluding  any  expenditures on the proposed expansion,
        capital  expenditures  in  1996  on  the  Resorts Casino Hotel will be
        limited  to those of a capital maintenance nature and are estimated to
        approximate $10,000,000.

        Marketing

             The  Company  continues to take advantage of the celebrity status
        of  Merv  Griffin,  who  is  actively  engaged in the marketing of the
        Resorts  Casino  Hotel.   Mr. Griffin, who is Chairman of the Board of
        GGE ,    is   featured  in  television  commercials  and  in  print
        advertisements.    Mr. Griffin also appears live at the Resorts Casino
        Hotel  in  numerous  entertainment  events  including  the  nationally
        televised  "Merv Griffin's New Year's Eve Special 1995" which featured
        Harry Belafonte, Tony Bennett and Trisha Yearwood.  Merv Griffin's New
        Year's  Eve Special has been produced live at the Resorts Casino Hotel
        each  year  since  1991.  Mr. Griffin is to continue to participate in
        the  operations  and marketing of the Resorts Casino Hotel through the
        term of a License and Services Agreement described in Note 12 of Notes
        to Consolidated Financial Statements.

             The  Company's  marketing  strategy  is  designed  to enhance the
        appeal  of  the Resorts Casino Hotel to the mid and premium-level slot
        and  table  game  players,  although slot players have been, in recent
        years,  the primary focus of the Company's marketing efforts.  In 1993
        the  Company  introduced  the  "cash-back" program, which rewards slot
        players  with cash refunds or complimentaries based on their volume of
        play, and expanded and upgraded "Hollywood Hills," its high-limit slot
        area.  This area was





                                        - 6 -<PAGE>

        further  expanded  in late May 1995.  In the fall of 1994, the Company
        increased its charter flight program to recapture lost market share in
        table  win.    The  charter  program  was  further expanded in 1995 to
        attract  mid-level  slot  players.    In the fall of 1994, the Company
        introduced  the "Griffin Games," created by Merv Griffin, whereby slot
        players are chosen at random to participate in daily slot tournaments;
        daily tournament winners qualify to participate in a $100,000 "winners
        tournament."    In  January  1995 the "Griffin Games" were expanded to
        include  patrons  playing  blackjack  and  in  January  1996 they were
        further  expanded to include roulette players.  The Company also has a
        VIP  slot  and  table  player  lounge,  "Club  Griffin,"  which serves
        complimentary  food  and  beverages.    As in prior years, the Company
        continues  to  emphasize  entertainment  as  an  integral  part of its
        marketing  program.  The production show  Wahoo Baby,  created by Merv
        Griffin,   opened  in  September  1995  to  excellent  reviews.    The
        entertainment  schedule  is  supplemented  on  a  monthly  basis  with
        headliners  who  included,  among  others,  Regis  & Kathie Lee, Rosie
        O  Donnell  and  Tony  Danza  in  1995;  for 1996 all of the preceding
        headliners  are  scheduled, as well as Wayne Newton, Tom Jones and the
        Beach  Boys.   In addition to the above, the Company continues to rely
        heavily  on  its  bus program to supply a critical mass of low to mid-
        level slot players.

        New Convention Center and Casino/Hotel Expansion

             In January 1992, the State of New Jersey enacted legislation that
        authorized  a  financing plan for the construction of a new convention
        center to be located on a 30-acre site next to the Atlantic City train
        station  at  the  base  of  the Atlantic City Expressway.  The Company
        understands  that  the  new convention center will have 500,000 square
        feet of exhibit space and an additional 109,000 square feet of meeting
        rooms.   Construction of the new convention center began in early 1993
        and it is scheduled to be completed in early 1997.

             The  convention center is part of a broader plan that includes an
        additional  expansion  of the Atlantic City International Airport, the
        transformation  of  the  main  entryway  into Atlantic City into a new
        corridor,  and  the  construction  of a new 500 room convention hotel.
        Officials  have  commented  upon  the need for improved commercial air
        service  into Atlantic City as a factor in the success of the proposed
        convention   center.  See  further  discussion  under  "Transportation
        Facilities"  below.   The corridor will link the new convention center
        and  hotel  with  the  Boardwalk.    In  all,  six  blocks  are  to be
        transformed  into an expansive park with extensive landscaping, night-
        time lighting, a large fountain and pool with a 60-foot lighthouse. 
             
             It  is  believed  that  additional  hotel  rooms are necessary to
        support  the  convention  center  as well as to allow Atlantic City to
        become a competitive destination resort.  Thus, in addition to the 500
        room convention hotel, to further spur construction of new hotel rooms
        and  renovation of substandard hotel rooms into deluxe accommodations,
        up  to  a  total  of  $100,000,000  has  been  set aside by the Casino
        Reinvestment  Development  Authority  (the "CRDA"), a public authority
        created  under  the  Casino  Control  Act,  to  aid  in financing such
        projects.    To  date,  the  CRDA  has approved the expansion projects
        submitted by eight




                                        - 7 -<PAGE>

        casino/hotels  which  are  to  receive  CRDA  financing  totaling  the
        $100,000,000  set  aside,  and  could  result  in  the construction of
        approximately  4,000  hotel  rooms.    The  New  Jersey legislature is
        currently  discussing  the  possibility  of  increasing the fund by an
        additional  $50,000,000  to  provide  further incentive for additional
        hotel  rooms.    Also,  Mirage  Resorts,  Inc.,  a  Las  Vegas, Nevada
        casino/hotel  company,  has  been  selected  to be the developer of an
        approximately  180  acre  tract  in  the Marina area of Atlantic City.
        Mirage  Resorts,  Inc.,   proposes to build a $500,000,000, 2,000 room
        casino/hotel  on that tract.  The Company understands that feasibility
        studies for development of the tract and its associated infrastructure
        are in the preliminary stages.

             Although  these developments are viewed as positive and favorable
        to  the  future  prospects  of  the Atlantic City gaming industry, the
        Company,  at this point, can make no representations as to whether, or
        to  what  extent, its results may be affected by the completion of the
        new convention center, the proposed airport expansion projects and the
        proposed increase in number of hotel rooms in the area.

        Transportation Facilities

             The  lack  of  an  adequate  transportation infrastructure in the
        Atlantic  City  area  continues  to  negatively  affect the industry's
        ability  to  attract  patrons from outside a core geographic area.  In
        1989,  Amtrak  express  rail  service  to Atlantic City commenced from
        Philadelphia,  New  York,  Washington  and  other  major cities in the
        northeast.    This  service was expected to improve access to Atlantic
        City  and  expand  the  geographic  size  of  the Atlantic City casino
        industry's  marketing  base.  However, Amtrak discontinued its express
        rail service to Atlantic City  in 1995.

             Also,  in  1989  the  terminal at the Atlantic City International
        Airport  (located  approximately  12  miles  from  Atlantic  City) was
        expanded  to  handle additional air carriers and large passenger jets,
        but  scheduled  service  to that airport from major cities by national
        air carriers remains extremely limited.  In order to attract increased
        air  service,  expansion  of  the  existing  terminal  is currently in
        progress.    This  construction,  which  will  double  the size of the
        terminal,  is  expected  to  be completed in the spring of 1996.  This
        project  includes  a  new  second  level  for the terminal, additional
        departure  gates,  an  improved  baggage handling system and sheltered
        walkways connecting the terminal and planes.

             Since  the inception of gaming in Atlantic City there has been no
        significant  change  in  the  industry's  marketing  base  or  in  the
        principal means of transportation to Atlantic City, which continues to
        be  automobile  and  bus.    The  resulting geographic limitations and
        traffic  congestion  have restricted Atlantic City's growth as a major
        destination resort.

             The  Company  continues  to  utilize  day-trip  bus  programs.  A
        non-exclusive  easement  enables the Resorts Casino Hotel to utilize a
        bus  tunnel under the adjacent Trump Taj Mahal Casino-Resort (the "Taj
        Mahal"),  which  connects  Pennsylvania  and  Virginia  Avenues, and a
        service




                                        - 8 -<PAGE>

        road  exit  from  the  bus tunnel.  This reduces congestion around the
        Pennsylvania  Avenue  bus  entrance  to  the Resorts Casino Hotel.  To
        accommodate  its bus patrons, the Company has a waiting facility which
        is  located  indoors,  adjacent  to  the  casino,  and  offers various
        amenities.

        Competition

             Competition   in  the  Atlantic  City  casino/hotel  industry  is
        intense.   Casino/hotels compete primarily on the basis of promotional
        allowances,  entertainment, advertising, services provided to patrons,
        caliber of personnel, attractiveness of the hotel and casino areas and
        related  amenities,  and parking facilities.  The Resorts Casino Hotel
        competes directly with 11 casino/hotels in Atlantic City which, in the
        aggregate,  contain  approximately 880,000 square feet of gaming area,
        including  simulcast  betting  and poker rooms, and 8,700 hotel rooms.
        Significant additional expansion is expected in the near future due to
        the  previously  discussed projects to be financed by the CRDA as well
        as  the  expected re-opening in April 1996 of the Trump Regency Hotel,
        which    contains 500 hotel rooms and approximately 50,000 square feet
        of casino floor space.

             The  Resorts  Casino  Hotel  is located at the eastern end of the
        Boardwalk  adjacent  to  the Taj Mahal, which is next to the Showboat.
        These three properties have a total of more than 2,700 hotel rooms and
        approximately  308,000  square feet of gaming space in close proximity
        to  each  other.   In 1995, the three casino/hotels combined generated
        approximately  30%  of  the  gross gaming revenue of Atlantic City.  A
        28-foot  wide  enclosed  pedestrian  bridge between the Resorts Casino
        Hotel  and  the Taj Mahal allows patrons of both hotels and guests for
        events  being held at the Resorts Casino Hotel and at the Taj Mahal to
        move  between  the  facilities  without  exposure  to  the weather.  A
        similar  enclosed  pedestrian  bridge connects the Showboat to the Taj
        M a hal,  allowing  patrons  to  walk  under  cover  among  all  three
        casino/hotels.    The  remaining  nine Atlantic City casino/hotels are
        located  approximately  one-half mile to one and one-half miles to the
        west on the Boardwalk or in the Marina area of Atlantic City.

             In  recent  years,  competition  for the gaming patron outside of
        Atlantic  City has become extremely intense.  In 1988, only Nevada and
        New  Jersey  had  legalized casino operations.  Currently, twenty four
        states  have  legalized casinos on land, water or Indian reservations.
        Also,  The  Bahamas and other destination resorts in the Caribbean and
        Canada  have  increased the competition for gaming revenue.  Thus, the
        competition   for  the  destination  resort  patron  has  intensified.
        Directly  competing  with  Atlantic  City for the day-trip patron is a
        casino/hotel  on  an Indian reservation in Connecticut which currently
        operates  more than 3,880 slot machines and whose slot revenue for the
        year  1995  exceeded  $575,000,000, which is twice the slot revenue of
        the  largest  casino/hotel in Atlantic City.  A second casino/hotel on
        another  Indian reservation located in the same area in Connecticut is
        expected to open in the fall of 1996.  In July 1993 the Oneida Indians
        opened  a  casino  near  Syracuse, New York.  Other Indian reservation
        projects  have  been  announced  in  the  states of New York and Rhode
        Island which would increase the competition for day-trip patrons.





                                        - 9 -<PAGE>

             This  rapid  expansion  of casino gaming, particularly that which
        has been or may be introduced into jurisdictions in close proximity to
        Atlantic  City,  adversely affects the Company's operations as well as
        the Atlantic City gaming industry.
          
        Gaming Credit Policy

             Credit  is  extended  to  selected  gaming customers primarily in
        order  to compete with other casino/hotels in Atlantic City which also
        extend credit to customers.  Credit play represented 19% of table game
        volume  at  the  Resorts  Casino Hotel in 1995, 21% in 1994 and 24% in
        1993.    The  credit  play  percentage  of  table  game volume for the
        Atlantic  City industry excluding RIH was 22% in 1995, 23% in 1994 and
        23 %  in  1993.  RIH's  gaming  receivables,  net  of  allowance  for
        uncollectible  amounts,  were $3,813,000, $4,216,000 and $3,618,000 as
        of December 31, 1995, 1994 and 1993, respectively.  The collectibility
        of  gaming  receivables  has  an  effect on results of operations, and
        management  believes  that overall collections have been satisfactory.
        Atlantic  City  gaming  debts  are  enforceable  under the laws of New
        Jersey  and  certain  other  states,  although it is not clear whether
        other  states  will honor this policy or enforce judgments rendered by
        the courts of New Jersey with respect to such debts.

        Security Controls

             Gaming  at  the  Resorts  Casino  Hotel  is  conducted by Company
        trained  and  supervised  personnel.   Prior to employment, all casino
        personnel  must  be  licensed  under the Casino Control Act.  Security
        checks are made to determine, among other matters, that job applicants
        for  key  positions  have  had  no criminal ties or associations.  The
        Company  employs  extensive  security  and  internal  controls  at its
        casino.   Security in the Resorts Casino Hotel utilizes closed circuit
        video  cameras  to  monitor the casino floor and money counting areas.
        The  count  of  monies  from  gaming  is  observed daily by government
        representatives.

        Seasonal Factors

             The  Company's  business  activities  are  strongly  affected  by
        seasonal  factors  that  influence the New Jersey beach tourist trade.
        Higher revenues and earnings are typically realized from the Company's
        Atlantic City operations during the middle third of the year.
           
        Employees

             During  1995  the  Company  had  a maximum of approximately 3,800
        employees,  almost  all  of  whom  were located in Atlantic City.  The
        Company believes that its employee relations are satisfactory.

             Approximately 1,500 of the Company's employees are represented by
        unions.    Of  these employees, approximately 1,200 are represented by
        the Hotel Employees and Restaurant Employees International Union Local
        54, whose contract expires in September 1999.  There are several union
        contracts covering other union employees.






                                        - 10 -<PAGE>

             All  of the Company's casino employees and casino hotel employees
        must be licensed under the Casino Control Act.  Casino hotel employees
        are  those  employees  whose  work  requires access to the casino, the
        casino  simulcasting facility or restricted casino areas.  Each casino
        and casino hotel employee must meet applicable standards pertaining to
        such  matters  as  financial  responsibility, good character, ability,
        casino  training  and  experience,  and  New  Jersey residency.  Hotel
        employees  are  no  longer  required  to be registered with the Casino
        Control Commission.

        Regulation and Gaming Taxes and Fees

             General

             The   Company's  operations  in  Atlantic  City  are  subject  to
        regulation   under  the  Casino  Control  Act,  which  authorizes  the
        establishment  of  casinos  in  Atlantic City, provides for licensing,
        regulation  and  taxation  of  casinos  and created the Casino Control
        Commission  and  the  Division of Gaming Enforcement to administer the
        Casino  Control Act.  In general, the provisions of the Casino Control
        Act  concern:  the  ability,  character  and  financial  stability and
        integrity of casino operators, their officers, directors and employees
        and  others  financially  interested  in  a  casino;  the  nature  and
        suitability  of  hotel  and  casino  facilities, operating methods and
        conditions; and financial and accounting practices.  Gaming operations
        are  subject  to  a  number  of  restrictions relating to the rules of
        games,   type  of  games,  credit  play,  size  of  hotel  and  casino
        operations, hours of operation, persons who may be employed, companies
        which  may do business with casinos, the maintenance of accounting and
        cash control procedures, security and other aspects of the business.

             There were significant regulatory changes from 1993 through early
        1995.    The  Casino Control Commission approved poker and keno, which
        were  implemented  by  casinos  in  the  summers  of  1993  and  1994,
        respectively.    Also,  the  Casino  Control  Act was amended to allow
        casinos  to  expand  their casino floors before building the requisite
        number  of  hotel  rooms,  subject  to  approval of the Casino Control
        Commission.    This  amendment  was  designed  to encourage hotel room
        construction  by  giving  casino  licensees  an incentive and an added
        ability to generate money to finance hotel construction.  Previous law
        only  allowed  for  casino expansion if a casino built new hotel rooms
        first.    In  addition,  the  minimum  casino  square footage has been
        increased  from 50,000 square feet to 60,000 square feet for the first
        500  qualifying  rooms and allows for an additional 10,000 square feet
        for  each additional 100 qualifying rooms over 500, up to a maximum of
        200,000  square feet.  Future costs of regulation have been reduced as
        new   legislation  (i)  no  longer  requires  hotel  employees  to  be
        registered,  (ii)  extends the term for casino and casino key employee
        license renewals from two years to four years and (iii) allows greater
        efficiency  by  either  reducing or eliminating the time permitted the
        Casino   Control  Commission  to  approve  internal  controls,  patron
        complimentary programs and the movement of gaming equipment.








                                        - 11 -<PAGE>

             Casino License

             A  casino  license is initially issued for a term of one year and
        must  be  renewed  annually by action of the Casino Control Commission
        for the first two renewal periods succeeding the initial issuance of a
        casino  license.    Until  recently, the Casino Control Commission was
        given  the  authority  to  renew  a casino license for a period of two
        years.    This  period  has  been extended to four years, although the
        Casino  Control  Commission may reopen licensing hearings at any time.
        A  license  is  not  transferable  and  may be conditioned, revoked or
        suspended  at  any  time  upon  proper  action  by  the Casino Control
        Commission.    The  Casino  Control  Act  also  requires an operations
        certificate  which,  in  effect, has a term coextensive with that of a
        casino license.

             On  February  26,  1979,  the Casino Control Commission granted a
        casino license to RIH for the operation of the Company's Atlantic City
        casino.   In January 1996, RIH's license was renewed until January 31,
        2000.    RIH's  renewed  license  is  subject to a financial stability
        review midway through the license period.

             Restrictions on Ownership of Equity and Debt Securities

             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,  intermediary  or subsidiary company of a
        corporate  licensee  (collectively,  "holding  company").  Among other
        r e strictions,  the  sale,  assignment,  transfer,  pledge  or  other
        disposition  of  any  security  issued  by a corporation which holds a
        casino  license is conditional and shall be ineffective if disapproved
        by  the  Casino  Control  Commission.  The restrictions imposed by the
        Casino  Control  Act are more stringent for equity securities than for
        debt  securities.    If  the  Casino  Control Commission finds that an
        individual  owner  or holder of any securities of a corporate licensee
        or  its  holding  company 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.    In the case of corporate
        holding companies and affiliates whose securities are publicly traded,
        the  Casino Control Commission may require divestiture of the security
        held  by any disqualified holder who is required to be qualified under
        the Casino Control Act.

             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.
        The  Amended and Restated Certificate of Incorporation of GGE provides
        that  all  securities of GGE are held subject to the condition that if
        the holder thereof is found to be




                                        - 12 -<PAGE>

        disqualified  by  the Casino Control Commission pursuant to provisions
        of the Casino Control Act, then that holder must dispose of his or her
        interest in the securities.  The Company s 11% Mortgage Notes due 2003
        and  11.375%  Junior  Mortgage  Notes  due  2004 (the "Junior Mortgage
        Notes")  are  also  subject  to  the  qualification,  divestiture and
        redemption  provisions  under the Casino Control Act described herein.
        Because  the  Junior  Mortgage Notes are traded as part of Units along
        with  shares  of  GGE  s Class B redeemable common stock (see "ITEM 5.
        MARKET  FOR  THE  REGISTRANT' S  COMMON  STOCK AND RELATED STOCKHOLDER
        MATTERS" ),  for  purposes  of the Casino Control Act, these notes are
        considered to be equity securities.

             Remedies

             In  the  event that it is determined that a licensee has violated
        the  Casino  Control  Act,  or  if  a  security holder of the licensee
        required to be qualified is found disqualified but does not dispose of
        his  securities  in  the  licensee  or  holding company, under certain
        circumstances  the  licensee  could  be  subject  to fines or have its
        license suspended or revoked.

             The  Casino Control Act provides for the mandatory appointment of
        a conservator to operate the casino and hotel facility if a license is
        revoked or not renewed and permits the appointment of a conservator if
        a  license  is  suspended  for  a  period in excess of 120 days.  If a
        conservator is appointed, the suspended or former licensee is entitled
        to  a  "fair  rate  of  return out of net earnings, if any, during the
        period  of  the  conservatorship, taking into consideration that which
        amounts to a fair rate of return in the casino or hotel industry."

             Under  certain circumstances, upon the revocation of a license or
        failure  to  renew,  the  conservator,  after  approval  by the Casino
        Control  Commission  and  consultation  with  the former licensee, may
        sell,  assign,  convey  or otherwise dispose of all of the property of
        the casino/hotel.  In such cases, the former licensee is entitled to a
        summary  review of such proposed sale by the Casino Control Commission
        and creditors of the former licensee and other parties in interest are
        entitled to prior written notice of sale.

             License Fees, Taxes and Investment Obligations

             The  Casino  Control Act provides for casino license renewal fees
        and  other  fees  based  upon  the  cost  of  maintaining  control and
        regulatory  activities,  and  various  license  fees  for  the various
        classes  of  employees.    In  addition,  a casino licensee is subject
        annually  to  a tax of 8% of "gross revenue" (defined under the Casino
        Control  Act  as casino win, less provision for uncollectible accounts
        up to 4% of casino win) and license fees of $500 on each slot machine.
        Also, the Casino Control Act has been amended to create a new Atlantic
        City fund (the "AC Fund") for economic development projects other than
        the construction and renovation of casino/hotels.  Beginning in fiscal
        year 1995/1996 and for the following three fiscal years, if the amount
        of money expended by the Casino Control Commission and the Division of
        Gaming  Enforcement  is less than $57,300,000, the prior year s budget
        for these agencies, the amount





                                        - 13 -<PAGE>

        of  the  difference  is to be contributed to the AC Fund.  Thereafter,
        beginning  with  fiscal  year  1999/2000  and  for the following three
        fiscal years, an amount equal to the average paid into the AC Fund for
        the  previous  four  fiscal years shall be contributed to the AC Fund.
        Each  licensee  s share of the amount to be contributed to the AC Fund
        is  based  upon its percentage of the total industry gross revenue for
        the  relevant  fiscal  year.  After eight years, the casino licensee s
        requirement to contribute to this fund ceases.

             The  following table summarizes, for the periods shown, the fees,
        taxes  and  contributions  assessed  upon  the  Company  by the Casino
        Control Commission.

                                                    For the Year             
                                          1995         1994          1993

        Gaming tax                    $21,402,000  $19,996,000   $19,545,000
        License, investigation,
         inspection and other fees      3,917,000    4,218,000     3,985,000
        Contribution to AC Fund           224,000                           

                                      $25,543,000  $24,214,000   $23,530,000



             The  Casino  Control  Act,  as  originally  adopted,  required  a
        licensee  to  make  investments  equal  to  2% of the licensee's gross
        r e venue  (the  "investment  obligation")  for  each  calendar  year,
        commencing   in  1979,  in  which  such  gross  revenue  exceeded  its
        "cumulative  investments"  (as  defined in the Casino Control Act).  A
        licensee  had five years from the end of each calendar year to satisfy
        this  investment  obligation or become liable for an "alternative tax"
        in  the  same  amount.  In 1984 the New Jersey legislature amended the
        Casino  Control  Act  so  that  these  provisions  now  apply  only to
        investment  obligations for the years 1979 through 1983.  As discussed
        in  Note  18  of  Notes  to  Consolidated Financial Statements certain
        issues  have  been raised concerning the satisfaction of the Company's
        investment obligations for the years 1979 through 1983.

             Effective  for  1984  and  subsequent  years,  the amended Casino
        Control  Act  requires a licensee to satisfy its investment obligation
        by  purchasing  bonds  to  be  issued  by  the CRDA or by making other
        investments  authorized  by the CRDA, in an amount equal to 1.25% of a
        licensee's  gross  revenue.    If  the  investment  obligation  is not
        satisfied,  then  the  licensee  will  be  subject  to  an  investment
        alternative  tax  of 2.5% of gross revenue.  Licensees are required to
        make  quarterly  deposits  with  the  CRDA  against their current year
        investment  obligations.  The Company's investment obligations for the
        years  1995,  1994  and  1993  amounted to $3,348,000, $3,124,000, and
        $3,054,000, respectively, and, with the exception of a $127,000 credit
        received  in  1995  for  making  a  donation,  have  been satisfied by
        deposits  made  with the CRDA.  At December 31, 1995, the Company held
        $5,567,000 face amount of bonds issued by the CRDA and had $18,197,000
        on  deposit  with  the  CRDA.  The CRDA bonds issued through 1995 have
        interest  rates  ranging  from  3.9% to 7% and have repayment terms of
        between 20 and 50 years.




                                        - 14 -<PAGE>

        Showboat Lease

             The  Showboat  has  800  guest rooms, a 60-lane bowling center, a
        77,000  square  foot casino and a 20,000 square foot simulcast betting
        and  poker  room.   The Showboat is situated on approximately 10 acres
        which  are  owned  by  the  Company  and leased to ACS pursuant to the
        Showboat  Lease,  a  99-year  net  lease  dated  October  26, 1983, as
        amended.    The  Showboat Lease provided for an initial annual rental,
        which  commenced  in  March  1987,  of  $6,340,000,  subject to annual
        adjustment based upon changes in the consumer price index.  The annual
        rental  was  $8,560,000    for  the 1995 lease year and is expected to
        approximate $8,700,000 for the 1996 lease year.

             The  Company's First Mortgage Non-Recourse Pass-Through Notes due
        June  30,  2000 (the "Showboat Notes") are secured and serviced by the
        Showboat  Lease,  and  all  lease  payments  are made to the Indenture
        Trustee  for  the  Showboat  Notes  to  meet  the  Company's  interest
        obligations  under  those  notes.  See Note 8 of Notes to Consolidated
        Financial Statements.

             The  Showboat  Lease  provides that if, under New Jersey law, the
        Company  is prohibited from acting as lessor, including any finding by
        the  Casino  Control  Commission  that  the Company is unsuitable, the
        Company  must  appoint  a  trustee,  acceptable  to the Casino Control
        Commission,  to  act for the Company and collect all lease payments on
        the Company's behalf.  In that event, the trustee also must proceed to
        sell  the  Company's  interest  in  the  Showboat Lease and the leased
        property  to  a buyer qualified to act as lessor.  The net proceeds of
        any  such sale, together with any unremitted rentals, would be paid to
        the  Company.    Also,  if  the  Company is no longer able to act as a
        lessor, as aforesaid, ACS would have an option to acquire ownership of
        the 10 acres leased from the Company.  The option would be exercisable
        during  a  period  of  not more than three months.  The purchase price
        would  be  an  amount  equal to the greater of $66,000,000 or the fair
        market  value  of  the leased acreage, as defined, but in no event may
        the purchase price be more than 11 times the rent being paid by ACS in
        the year in which the option may become effective.  If the fair market
        value  is  not  ascertained  within  the  time  required by the Casino
        Control  Commission,  then  the  purchase price would be the lesser of
        $66,000,000  or  11  times  the rent being paid by ACS in the year the
        option  may  become effective.  In the event of any sale of the leased
        property  under  the circumstances described above, the disposition of
        the  proceeds  of such sale would be governed by the indenture for the
        Showboat Notes.

             Under  the  Casino Control Act, both the Company and ACS, because
        of  their lessor-lessee relationship, are jointly and severally liable
        for the acts of the other with respect to any violations of the Casino
        Control  Act  by the other.  In order to limit the potential liability
        that  could  result  from  this  provision,  ACS,  its  parent,  Ocean
        Showboat,  Inc.,  and  the  Company  have  entered  into  an indemnity
        agreement  pursuant  to  which they agree to indemnify each other from
        all  liabilities and losses which may arise as a result of acts of the
        other  party  that violate the Casino Control Act.  The Casino Control
        Commission  could  determine,  however,  that  the  party  seeking
        indemnification  is  not  entitled  to,  or  is  barred  from,  such
        indemnification.



                                        - 15 -<PAGE>

        Other Properties

             The  Company owns in the aggregate approximately 35 acres of land
        in Atlantic City at various sites which the Company intends to develop
        or  are  available for sale.  The acreage which the Company intends to
        develop  is  the 4.4 acre Chalfonte Site and the parcels available for
        sale  primarily consists of vacant land in Great Island and waterfront
        parcels in the inlet section.  See "ITEM 2.  PROPERTIES."

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

             The  Company's foreign operations and properties were disposed of
        in  May 1994 as part of the Restructuring described under "(a) General
        Development  of  Business  - 1994 Restructuring" above.  See also "(b)
        Financial Information about Industry Segments."


        ITEM 2.  PROPERTIES

        Casino, Hotel and Related Properties

             The  Company's  casino,  resort  hotel  and related properties in
        Atlantic  City,  the  approximately  10  acre site of the Showboat and
        certain  other properties described below are owned in fee, except for
        approximately  1.2  acres  of  the Resorts Casino Hotel site which are
        leased pursuant to ground leases expiring from 2056 through 2067.

             RIH's  fee  and  leasehold interests in the Resorts Casino Hotel,
        the   contiguous  parking  garage  and  property,  all  additions  and
        improvements thereto, and related personal property of RIH compose the
        collateral  securing  the  Company  s 11% Mortgage Notes due 2003 (the
        "Mortgage Notes") and the Junior Mortgage Notes.  The Showboat Lease,
        including  the  land  subject to the lease, secures the payment of the
        Showboat Notes.

        Other Properties

             The  Company  owns  various non-operating sites, approximating 35
        acres,  in Atlantic City that could be developed and are available for
        sale.    Included  in these parcels is the 4.4 acre Chalfonte Site and
        the   2 acre Steeplechase Pier site, both of which the Company intends
        to  develop.    GGE  also owns in fee an approximately 552 acre parcel
        located  in  Atlantic  City on Blackhorse Pike, of which approximately
        545  acres  are  considered  to  be  woodlands  and  wetlands  ("Great
        Island").  The Company also owns in fee various individual parcels of
        property located in the area of Atlantic City known as the South Inlet
        which  in the aggregate constitute approximately 10 acres and a parcel
        of  land in  Atlantic City consisting of approximately six acres and a
        warehouse  thereon.    The  Company is the owner of various additional
        properties at scattered sites in Atlantic City.  Principal among these
        is the so-called "Trans Expo" site, a 2.3 acre parcel located near the
        site of the new convention center.







                                        - 16 -<PAGE>

             In  recent  years  the  commercial real estate market in Atlantic
        City  has  been  in  a  generally  depressed state and, even though in
        recent  months  there  has  been  a noticeable increase in interest by
        major  casino/hotel  companies  to  enter  the  Atlantic  City  gaming
        industry,  the Company does not anticipate any significant real estate
        activity  in  the foreseeable future.  In this connection, see Note 15
        of  Notes  to  Consolidated Financial Statements for a discussion of a
        write-down of the Company s non-operating Atlantic City real estate in
        1994.


        ITEM 3.  LEGAL PROCEEDINGS

        U.S. District Court / U.S. Bankruptcy Court Action - Rogers 

             GGE  was  named as a nominal defendant in a class action filed by
        Nathan  Rogers,  a shareholder of GGE.  The complaint was filed in the
        U.S.  District  Court for the Southern District of New York on January
        27, 1995.  The defendants in the action were Merv Griffin, The Griffin
        Group,  Inc.  ("Griffin  Group,"   a  corporation  controlled by Merv
        Griffin),  David P. Hanlon, who was President, Chief Executive Officer
        and  a  director  of  GGE  through  October  31, 1993, and four former
        directors  of GGE who served in that capacity until the effective date
        of  the  Plan.    Rogers  alleged  a violation of section 14(a) of the
        Securities  Exchange  Act  for  allegedly  false  and misleading proxy
        statements  used  to elect directors and auditors at the 1991 and 1992
        shareholder  meetings.    Rogers  also  filed  a claim derivatively on
        behalf  of GGE alleging that defendants improperly permitted defendant
        Griffin  not  to  repay  money  he allegedly owed to the Company.  The
        complaint  sought,  among  other things, the appointment of a receiver
        until  after election of new directors and an unspecified sum of money
        as  compensatory  damages  to  GGE  for allegedly wrongful acts by the
        defendants.    In  November  1995  the District Court for the Southern
        District  of New York granted GGE's motion to transfer the case to the
        U.S.  District  Court  for  the  District  of Delaware where it is now
        pending.

             On  September  25,  1995  plaintiff  Rogers  filed a Complaint in
        Adversary  Proceeding  in the Bankruptcy Court for the District of New
        Jersey (the "NJ Bankruptcy Court"), which court approved the Company s
        1990  plan  of reorganization.  The complaint alleges that the Company
        did not comply with its 1990 plan of reorganization in relation to the
        repayment  by  Merv  Griffin  of  his $11,000,000 promissory note. The
        complaint  further  alleges  that the Company violated the court order
        approving  the  1990  plan  of reorganization by filing a pre-packaged
        plan  of  reorganization  in another district.  The complaint seeks to
        have  a  trustee appointed for the Company and to have the issuance of
        GGE  Common  Stock  to  Merv  Griffin  pursuant  to  the  1990 plan of
        reorganization  voided.  The Company believes the litigation is wholly
        without  merit  and  has  filed  a  motion  to  dismiss  the adversary
        proceeding.    The  NJ  Bankruptcy Court has set March 19, 1996 as the
        date for the hearing of that motion.








                                        - 17 -<PAGE>

        U.S. District Court Action - GGE v. Lowenschuss

             As  previously reported, in September 1989 GGE filed an action in
        the  U.S.  District  Court for the Eastern District of Pennsylvania to
        recover  certain  sums  paid  to  the  defendant,  as  trustee for two
        Individual  Retirement  Accounts  and  the Fred Lowenschuss Associates
        Pension  Plan,  for  GGE  stock  in  the 1988 merger, in which GGE was
        acquired  by  Merv  Griffin.    This  action was transferred to the NJ
        Bankruptcy  Court  in  connection with the Company's former bankruptcy
        case commenced there in 1989.

             In  February  1992,  the  NJ  Bankruptcy  Court issued an opinion
        granting  partial  summary  judgment in favor of GGE on one of its six
        causes  of  action.    The  NJ  Bankruptcy Court reserved the issue of
        remedies for trial.

             In    A ugust  1992,  Fred  Lowenschuss  filed  for  chapter  11
        reorganization  in  the  U.  S.  Bankruptcy  Court for the District of
        Nevada  (the  "Nevada  Bankruptcy  Court").    As  a  result,  the  NJ
        Bankruptcy Court stayed GGE's action against Lowenschuss.

             The  Nevada  Bankruptcy Court confirmed Fred Lowenschuss' plan of
        reorganization  in October 1993.  GGE appealed certain portions of the
        confirmation  order  and  other orders of the Nevada Bankruptcy Court.
        In June 1994, the U. S. District Court for the District of Nevada (the
        "Nevada  District  Court")  granted  GGE's appeal in all respects.  In
        October 1995, the U.S. Court of Appeals for the Ninth Circuit affirmed
        the Nevada District Court s ruling in all respects.  In November 1995,
        the Court of Appeals denied Fred Lowenschuss  petition for rehearing.

             On  November  2 and 3, 1995, the NJ Bankruptcy Court held a trial
        on  the  merits  of  GGE  s  claims  against  the  trustee of the Fred
        Lowenschuss  Associates  Pension  Plan.  The NJ Bankruptcy Court heard
        oral  arguments  on February 29, 1996 and has not yet rendered a final
        judgment.

             The  foregoing litigation and bankruptcy proceedings have spawned
        additional  and  related  litigation,  including the following: (i) an
        injunction  action  brought  by  Fred  Lowenschuss, wherein the Nevada
        Bankruptcy Court enjoined GGE from proceeding against Fred Lowenschuss
        individually;  the Nevada District Court dismissed appeals by both GGE
        and  Fred  Lowenschuss,  and  Fred Lowenschuss has appealed the Nevada
        District  Court  s  dismissal  to  the Ninth Circuit; (ii) a malicious
        prosecution  action  brought  by  Fred Lowenschuss against GGE and its
        counsel  that  was  dismissed  by  the  Nevada  Bankruptcy Court; Fred
        Lowenschuss  has appealed that dismissal to the Nevada District Court;
        (iii)  an action filed by Laurance Lowenschuss, as trustee of the Fred
        Lowenschuss  Associates  Pension  Plan,  in  the Nevada District Court
        against  GGE,  which was transferred to the New Jersey District Court;
        in  January 1996, the New Jersey District Court referred the matter to
        the  NJ  Bankruptcy  Court;  (iv) another injunction action brought by
        Fred Lowenschuss against GGE in the Nevada Bankruptcy Court, which GGE
        has moved to dismiss.







                                        - 18 -<PAGE>

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

             Not applicable.


                                        PART II


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

             The  principal  market for GGE Common Stock is the American Stock
        Exchange.    The  high  and low quarterly sales prices on the American
        Stock Exchange of GGE Common Stock in 1995 and 1994 were as follows:

                                          1995                   1994     
        Quarter                      High      Low         High      Low

        First                      12 1/2     4 1/16      9 3/8     6 9/16
        Second                     19 11/16  11 9/16      8 7/16    3 3/4
        Third                      17 1/4    11 7/8       5 5/8     3 3/4
        Fourth                     14 1/4    10           5         3 3/4



             At  the  1995 annual meeting the shareholders approved a one-for-
        five  reverse  stock split of the GGE Common Stock (the "Reverse Stock
        Split"),  which was effective as of the close of business on June 30,
        1995.  The sales prices reflected above for periods prior to that date
        have been restated to give effect to the Reverse Stock Split.

             No  dividends  were  paid on GGE Common Stock during the last two
        fiscal years.

             The  number  of holders of record of GGE Common Stock on February
        29, 1996 was 1,728.

             As part of the Restructuring described under "ITEM 1.  BUSINESS -
        (a)  General Development of Business - 1994 Restructuring" the Company
        issued 35,000 units (the "Units") each comprised of one share of GGE s
        Class  B  redeemable  common  stock  (the  "Class B Stock") and $1,000
        principal  amount  of  Junior  Mortgage  Notes  issued  by  Resorts
        International  Hotel  Financing, Inc., a subsidiary of GGE.  Shares of
        Class  B  Stock  are  traded  only  as  part  of Units.  Therefore, no
        separate  market  information  is  available  for  Class  B Stock.  In
        November 1994 RIH purchased 12,899 of the Units.














                                        - 19 -<PAGE>

            <TABLE>ITEM 6.  SELECTED FINANCIAL DATA

                 The information presented below should be read in conjunction with the consolidated financial statements,
            including notes thereto, presented under "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA."

            (In Thousands of Dollars, except per share data)
            <CAPTION>                                                     For the Year Ended December 31,            
            Operating Information (Note A)                     1995        1994        1993        1992        1991
            <S>                                              <C>         <C>        <C>          <C>         <C>
            Operating revenues (Note B)                      $301,740    $353,016   $ 439,564    $436,934    $418,243

            Earnings (loss) from operations (Note B)         $ 41,678    $(48,570)  $  12,898    $ 21,502    $ 16,036
            Recapitalization costs (Note C)                                (5,232)     (8,789)     (2,848)
            Proceeds from Litigation Trust (Note D)                         2,542
            Other income (deductions), net (Note E)           (25,779)    (47,631)   (105,273)    (73,456)    (58,438)
            Earnings (loss) before income taxes and
             extraordinary items                               15,899     (98,891)   (101,164)    (54,802)    (42,402)
            Income tax benefit (expense) (Note F)                                      (1,000)      1,348         831
            Earnings (loss) before extraordinary items         15,899     (98,891)   (102,164)    (53,454)    (41,571)
            Extraordinary items (Note G)                                  190,008                                    
            Net earnings (loss)                              $ 15,899    $ 91,117   $(102,164)   $(53,454)   $(41,571)

            Per share data - primary (Note H):
              Earnings (loss) before extraordinary items     $   1.87    $ (15.13)  $  (25.34)   $ (13.27)   $ (10.35)
              Extraordinary items                                           29.07                                    
              Net earnings (loss)                            $   1.87    $  13.94   $  (25.34)   $ (13.27)   $ (10.35)

            Per share data - fully diluted:
              Net earnings                                   $   1.83

            </TABLE>
            <TABLE><CAPTION>                                                      At December 31,                     
            Balance Sheet Information (Note A)                 1995        1994        1993        1992        1991
            <S>                                              <C>         <C>        <C>          <C>         <C>
            Total assets                                     $338,451    $317,248   $ 575,785    $568,950    $567,890

            Current maturities of long-term debt
             (Note I)                                        $    589    $      5   $ 466,336    $    828    $  1,571

            Long-term debt, excluding current
             maturities (Note I)                             $217,356    $212,466   $  85,029    $460,712    $392,667

            Shareholders' equity (deficit)                   $ 25,947    $ 10,031   $(113,744)   $(17,262)   $ 36,099

            </TABLE>

                                                                 - 20 -<PAGE>

         Notes to Selected Financial Data

        Note A: See  Note 2 of Notes to Consolidated Financial Statements for
        a description of the transactions that occurred in connection with the
        Restructuring, which was effective May 3, 1994.

                Changes  in operations during the past five years include the
        following:   As part of the Restructuring, on May 3, 1994, the Company
        sold  its  Paradise  Island  subsidiaries as well as assets of GGE and
        certain  U.S.  subsidiaries  that  supported  the  Paradise  Island
        operations,  and  the  Company's  scheduled  airline  operation  which
        serviced   routes  between  South  Florida  and  Paradise  Island  was
        effectively  disposed  of.    See  "SIHL  Sale"  in Note 2 of Notes to
        Consolidated  Financial Statements.  The Company's security consulting
        service operations were sold in 1991.

        Note B: The  loss from operations in 1994 includes a $72,463,000 loss
        on  the  SIHL  Sale  and a charge of $20,525,000 for the write-down of
        certain  non-operating  properties to net realizable value.  Operating
        revenues  for  1994  include  the  sales of various parcels of land in
        Atlantic  City for net proceeds of $534,000.  Earnings from operations
        include a net loss of $99,000 on those sales.

                Operating revenues for 1993 include the sale of a residential
        lot  in  The  Bahamas  for  net  proceeds  of $445,000.  Earnings from
        operations for 1993 include a net gain of $224,000 on that sale.

                Operating revenues for 1992 include the sale of a residential
        lot  in  The  Bahamas  for  net  proceeds  of $213,000.  Earnings from
        operations for 1992 include a net loss of $17,000 on that sale.

        Note C: Recapitalization costs incurred in 1994, 1993 and 1992 relate
        to  the  Restructuring  described  in  Note 2 of Notes to Consolidated
        Financial Statements. 

        Note D: Proceeds from Litigation Trust represents cash distributed to
        the  Company  from  a  litigation  trust  (the   "Litigation  Trust")
        established  under a previous plan of reorganization to pursue certain
        claims against a former affiliate.

        Note E: This  item  includes  interest  income,  interest expense and
        amortization of debt discounts.

        Note F:  For  the years 1991 and 1992 the Company accounted for income
        taxes  in  accordance with Statement of Financial Accounting Standards
        No.  96, "Accounting for Income Taxes."  Effective January 1, 1993 the
        Company  adopted  Statement of Financial Accounting Standards No. 109,
        "Accounting  for  Income  Taxes."    There  was  no  effect  on  the
        accompanying  financial  data  nor  was  there  a cumulative effect of
        adopting this statement.

                See Note 16 of Notes to Consolidated Financial Statements for
        further  discussion  of  income  taxes  for  1995, 1994 and 1993.  The
        income tax benefits reported in 1992 and 1991 represent federal income
        tax refunds.






                                        - 21 -<PAGE>

        Note G: As  described  in  Note  2 of Notes to Consolidated Financial
        Statements,  as  part  of  the Restructuring the Company exchanged its
        Senior  Secured  Redeemable  Notes  due  April  15,  1994 (the "Series
        Notes")  for  certain  consideration.    The  difference  between the
        carrying  value  of the Series Notes and the sum of the fair values of
        the  items exchanged therefor resulted in a gain of $186,000,000 which
        is reported as an extraordinary item.

                In  November  1994,  RIH  purchased  12,899  Units comprising
        $12,899,000  principal  amount  of  Junior  Mortgage  Notes and 12,899
        shares  of  Class  B  Stock  of  GGE  at  a  price of $6,740,000.  The
        resulting gain of $4,008,000 was recorded as an extraordinary item.

        Note H: Per  share  data  have  been  restated  to give effect to the
        Reverse  Stock  Split  described  in  Note 10 of Notes to Consolidated
        Financial Statements.

        Note I: These items are presented net of unamortized discounts.


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

        FINANCIAL CONDITION

        Liquidity

             At  December  31,  1995 the Company's working capital amounted to
        $30,746,000,  including  unrestricted  cash  and  equivalents  of
        $51,210,000.    A  substantial  amount  of  the  unrestricted cash and
        equivalents  is  required  for  day-to-day  operations,  including
        approximately  $10,000,000  of  currency and coin on hand which amount
        varies  by  days  of  the  week,  holidays  and  seasons,  as  well as
        additional  cash  balances  necessary  to meet current working capital
        needs.

             On  May  3,  1994  the  Company's  plan of reorganization became
        effective.  The Company s reorganization included, among other things,
        (i)  the  SIHL  Sale  and  (ii) the exchange of $481,907,000 principal
        amount  of  Series Notes for $160,000,000 principal amount of new debt
        securities,  40%  of GGE Common Stock, the proceeds from the SIHL Sale
        and  approximately  $36,700,000 cash.  The Restructuring resulted in a
        significant  reduction  in  the  Company's  unrestricted  cash  and
        equivalents; however, the Restructuring also resulted in a significant
        decrease  in  the  Company's  long-term debt outstanding.  The Company
        believes  that  the Restructuring has improved its long term liquidity
        and  enhanced  its  ability  to meet its financial obligations as they
        become due.

        Capital Expenditures and Other Uses of Funds

             In  recent  years,  capital expenditures have consistently been a
        significant  use  of  financial  resources.   See capital additions by
        geographic  and  business  segment in the table entitled "Identifiable
        Assets, Depreciation and Capital Additions" below.






                                        - 22 -<PAGE>

             Capital  additions  for  Resorts Casino Hotel in 1993 amounted to
        $21,618,000,  as the Company converted certain back-of-the-house space
        into  an  8,000 square foot simulcast facility which also houses poker
        tables,  various  other  table games, a keno lounge and a full service
        bar.    Also, 280 slot machines were purchased, most of which replaced
        older  models,  and  the  VIP  slot  and  table  player  lounge, "Club
        Griffin,"  opened.    Capital  expenditures  in  1994 at this property
        totaled  $7,744,000  and  included  the purchase of 221 slot machines,
        most  of  which  replaced  older models, the purchase of equipment and
        minor  renovations  to  accommodate  keno and Caribbean stud poker and
        various  other  capital maintenance projects.  Capital expenditures in
        1995  at  Resorts  Casino  Hotel  totaled $13,272,000.  These included
        approximately  $4,000,000  for  the  conversion  of  certain  existing
        facilities into an additional 10,000 square feet of casino gaming area
        as  the  Company  modified  a portion of its bus waiting area to house
        approximately  155  slot  machines  and  converted  Mr.  G s lounge to
        accommodate  approximately  160  more  slot  machines.  The cost noted
        above  includes  the cost of slot machines and related equipment.  The
        Company  also  converted  the space formerly occupied by the Celebrity
        Deli  into  a  California Pizza Kitchen and the new Oceanside cocktail
        lounge  at a cost of approximately $2,900,000.  The balance of capital
        expenditures  for  1995  included  approximately  $900,000  for  suite
        renovations, as well as various other capital maintenance projects.

             Also  in 1995 the Company acquired the 4.4 acre Chalfonte Site on
        the  Boardwalk, adjacent to Resorts Casino Hotel, from an affiliate of
        Harrah  s  Atlantic  City  in  exchange for certain non-operating real
        estate   in  the  marina  area  of  Atlantic  City  and  approximately
        $6,100,000  in  cash.   The Company had been leasing this property and
        using it as a parking lot since 1985.  The Company intends to use this
        a d ditional  acreage  to  expand  its  Atlantic  City  operations  by
        constructing  hotel  rooms,  additional  casino  space  and  a parking
        garage, though its plans are preliminary at this time.  The Company is
        proceeding  with  the development of cost estimates for such expansion
        and  has  not yet determined the extent to which additional financing,
        if any, will be required.

             For the Paradise Island properties, which were disposed of in the
        SIHL  Sale,  capital additions in 1993 totaled $3,747,000 and included
        the purchase of 110 new slot machines as replacements for older models
        as  well  as  various  maintenance  projects.    The  expenditures  of
        $1,958,000  in  1994  were largely made on behalf of Sun International
        Hotels Limited ("SIHL"), the purchaser in the SIHL Sale, in accordance
        with the agreement for that sale.

             In    N ovember  1994  RIH  purchased  12,899  Units  comprising
        $12,899,000  principal  amount  of  Junior  Mortgage  Notes and 12,899
        shares of Class B Stock for $6,740,000.

             Another  significant  use  of  funds  in  recent  years  has been
        recapitalization costs, which amounted to $8,738,000 and $8,332,000 in
        1994  and  1993,  respectively.    These  legal,  financial  and other
        advisory  fees  and  costs  were largely related to the Restructuring,
        though minor







                                        - 23 -<PAGE>

        amounts  included  therein  related  to  the  Company's  1990  plan of
        reorganization.

        Capital Resources and Other Sources of Funds

             Since  1993  operations  have been the most significant source of
        funds to the Company.

             In  1993  Merv  Griffin,  Chairman  of  the  Board of GGE, made a
        partial  payment of $3,477,000 of principal on his note payable to GGE
        (the   "Griffin  Note").    As  described  in  Note  12  of  Notes  to
        Consolidated  Financial Statements, the Griffin Note was then canceled
        and  a  new note (the "Group Note") from Griffin Group was substituted
        therefor.    In  1994  pursuant  to  the  Plan, after certain fees the
        Company  owed  Griffin  Group  pursuant  to  its  License and Services
        Agreement  (the  "Griffin  Services Agreement," also described in Note
        12)  were  applied  to  reduce  the  balance due under the Group Note,
        Griffin Group paid the $3,008,000 balance due under the Group Note.

             In  1995,  in  connection  with  the  casino expansion at Resorts
        Casino  Hotel,  the Company financed the purchase of slot machines and
        related equipment with a $1,815,000 bank loan.

             The Company has a $19,738,000 senior credit facility (the  Senior
        Facility,    which  is  further  described  in  Note  9  of  Notes  to
        Consolidated Financial Statements) available for the period ending May
        2,  1996  should  the Company have additional cash needs.  The Company
        believes that the Senior Facility will also serve as a source of funds
        for expansion, development and/or an investment opportunity as well as
        a  safeguard if an emergency arises from current operations.  However,
        market  interest  rates  and  other  economic  conditions, among other
        factors,  will  determine if it is appropriate for the Company to draw
        on the Senior Facility or obtain a substitute facility.

        RESULTS OF OPERATIONS

        General

             The  Paradise  Island portion of the casino/hotel and real estate
        segments, as well as the airline segment, were disposed of through the
        SIHL  Sale effective May 3, 1994.  Results of these operations for the
        year  1993  and  the  first  four  months  of 1994 are included in the
        segment tables which follow.


















                                        - 24 -<PAGE>

        Revenues

                                           For the Year Ended December 31,
        (In Thousands of Dollars)            1995       1994       1993

        Casino/hotel:
          Atlantic City, New Jersey:
            Casino                         $267,757   $250,482   $244,116
            Rooms                             6,978      7,134      6,974
            Food and beverage                12,704     14,609     15,926
            Other casino/hotel                5,787      4,508      4,463
                                            293,226    276,733    271,479

          Paradise Island, The Bahamas(a):
            Casino                                      28,115     62,943
            Rooms                                       13,419     28,734
            Food and beverage                           13,646     30,917
            Other casino/hotel                           7,708     18,867
                                                 -0-    62,888    141,461

          Total casino/hotel                293,226    339,621    412,940

        Real estate related:
          Atlantic City, New Jersey           8,501      8,813      8,057
          Paradise Island, The Bahamas(a)                             445
                                              8,501      8,813      8,502

        Airline(a)                                       5,674     21,802
        Other segments                           13         12        115
        Intersegment eliminations                       (1,104)    (3,795)

        Revenues from operations           $301,740   $353,016   $439,564

        (a)  These operations were disposed of through the SIHL Sale.



             Casino/hotel - Atlantic City, New Jersey

             Casino  revenues  from  the  Company's Atlantic City casino/hotel
        increased  by  $17,275,000  in  1995  and  by $6,366,000 in 1994.  The
        Company s slot and table game win increased by $18,585,000 in 1995 and
        by  $3,516,000  in  1994.    The  Company  s  slot  and table game win
        increases, which amounted to 8.1% in 1995 and 1.4% in 1994, compare to
        increases  for  the Atlantic City gaming industry of 9.7% and 2.8% for
        those  periods,  respectively.   This market growth favorably reflects
        the  expansion  of existing Atlantic City casinos and hotels; however,
        such  expansion  by  the  Company  s competitors adversely affects the
        Company's  operations in that it significantly increases the Company's
        cost  of  obtaining  additional  revenue.    In  that  regard, several
        competing  properties  have  announced  expansion  projects.  See  New
        Convention Center and Casino/Hotel Expansion  under  ITEM 1.  BUSINESS
        - (c) Narrative Description of Business  for related discussion.








                                        - 25 -<PAGE>

             In 1995 RIH s slot win increased by $16,310,000, due to increased
        amounts  wagered,  and  its  table  game  win increased by $2,275,000,
        primarily  due  to an increase in hold percentage (ratio of casino win
        to total amount of chips purchased).  The increased amounts wagered by
        slot patrons reflect the Company s 10,000 square-foot casino expansion
        during 1995, which enabled RIH to increase its number of slot machines
        by  more than 15%, as well as increased emphasis on bus and junket air
        programs.    Further affecting the comparison of RIH s casino revenues
        during  the  years  presented  was  poor weather conditions during the
        first  quarter  of  1994,  which adversely affected operations in that
        period as the principal means of transportation to Atlantic City is by
        automobile  or  bus.   RIH s revenue from poker, simulcasting and keno
        combined decreased by $1,310,000 in 1995.

             In  the fall of 1994 RIH increased its program of charter flights
        in  an effort to recapture some of its lost market share of table game
        win.    During  1995  the  Company also targeted table players through
        certain  other efforts, including match play promotions, the expansion
        of the  Griffin Games  to include table players and renovation of some
        of  Resorts Casino Hotel s suites.  More suite renovations are planned
        for  1996.    However, in light of the increased promotions offered by
        competing  properties,  the  Company  s  expanded efforts in this area
        enabled the Company to maintain, but not increase, its market share of
        table game win in 1995.

             In  1994 RIH's slot win increased by $10,084,000 due to increased
        amounts  wagered, and table game win was down $6,568,000 primarily due
        to  decreased  amounts wagered.  RIH s percentage increase in slot win
        in 1994 exceeded that of the Atlantic City industry.  However, in 1994
        the  industry  experienced  a  slight increase in table game win while
        RIH  s  table  game  win decreased by 8.4%.  These results reflect the
        fact  that  slot  players  had been the prime focus of RIH's marketing
        efforts until the fall of 1994 as discussed above.  RIH's revenue from
        poker, simulcasting and keno combined increased by $2,850,000 in 1994,
        the first full year these games were offered.

             The  decrease in RIH s food and beverage revenues in 1995 was due
        primarily  to the closing of the Celebrity Deli in early April and, to
        a  lesser  extent,  Mr.  G  s  lounge in mid March for the renovations
        discussed  under  FINANCIAL CONDITION - Capital Expenditures and Other
        Uses  of  Funds    above.   Also, there was a decline in the number of
        patrons  served  at  the "all-you-can-eat  Beverly Hills Buffet.  This
        decline was attributable to price increases effected during the second
        quarter  of  1994  as management determined that this promotion was no
        longer cost effective at the prior price levels.

             RIH's  food and beverage revenues were down in 1994 primarily due
        to  reduced  patronage  at  the  Beverly  Hills  Buffet  due  to price
        increases  noted  above.  Also in 1994, there was a general decline in
        the  number  of  patrons  served  at  all  of  RIH's food and beverage
        facilities.

             As discussed above, because the principal means of transportation
        to  Atlantic  City is by automobile or bus, the industry s results may
        be  affected by periods of inclement weather.  In January and February
        of





                                        - 26 -<PAGE>

        1996 the northeastern United States experienced the  Blizzard of 1996"
        and other storms.  These storms, as well as the threat of other severe
        weather, adversely affected the Company s gaming revenues and may have
        adversely affected the Company s operating results in early 1996.

             Casino/hotel - Paradise Island, The Bahamas

             The   Company's  Paradise  Island  casino/hotel  facilities  were
        disposed  of  in  the  SIHL Sale effective May 3, 1994.  The Company's
        Paradise  Island  revenues for 1994 reflect the Company's operation of
        the Paradise Island properties through April 30, 1994.

             Real Estate Related

             Atlantic City real estate related revenues in 1995, 1994 and 1993
        largely  represent rent from ACS pursuant to the Showboat Lease.  Such
        rent  receipts  are  restricted  for  the  payment  of interest on the
        Showboat  Notes.    See  Note  8  of  Notes  to Consolidated Financial
        Statements.   Atlantic City real estate related revenues for 1994 also
        include $534,000 from the sale of certain properties in Atlantic City.

             Airline

             The  Company's  airline  operation was effectively disposed of in
        the  SIHL  Sale  by  means  of  an option/put agreement with a nominal
        option  price.  The only aircraft owned by the Company was transferred
        to  a  subsidiary  of  SIHL  as part of the SIHL Sale.  Pursuant to an
        agreement,  the  Company  operated the airline on behalf of SIHL for a
        small  management  fee  through early May 1995.  All profits earned or
        losses  incurred  in  such operation accrued to or were borne by SIHL.
        Airline  revenues  presented  in  the  segment  tables  herein reflect
        airline operations through April 30, 1994.





























                                        - 27 -<PAGE>

        Contribution to Consolidated Earnings (Loss)
         Before Income Taxes and Extraordinary Items

                                            For the Year Ended December 31,
        (In Thousands of Dollars)            1995       1994        1993

        Casino/hotel:
          Atlantic City, New Jersey        $ 26,346   $ 20,791   $  12,069
          Paradise Island, The
           Bahamas(a)                                   10,206      (9,979)
                                             26,346     30,997       2,090
        Real estate related:
          Atlantic City, New Jersey           8,156    (13,494)      6,654
          Paradise Island, The
           Bahamas(a)                                                  224
                                              8,156    (13,494)      6,878

        Airline(a)                                          (7)        (14)
        Other segments                         (114)       (19)       (122)
        Management fees, net of 
         corporate expense                    7,290      6,416       4,066
        Loss on SIHL Sale                              (72,463)           
        Earnings (loss) from operations      41,678    (48,570)     12,898
        Other income (deductions):
          Interest income                     3,518      2,686       3,174
          Interest expense                  (25,318)   (35,271)    (57,244)
          Amortization of debt discounts     (3,979)   (15,046)    (51,203)
          Recapitalization costs                        (5,232)     (8,789)
          Proceeds from Litigation Trust                 2,542            
        Earnings (loss) before income  
         taxes and extraordinary items     $ 15,899   $(98,891)  $(101,164)

        (a)  These operations were disposed of through the SIHL Sale.



             Casino/hotel - Atlantic City, New Jersey

             C a sino,  hotel  and  related  operating  results  increased  by
        $5,555,000  for  1995  as  the increased revenues described above were
        partially  offset  by  a  net  increase  in operating costs.  The most
        significant  variances  in operating expenses were increases in casino
        promotional  costs  ($7,300,000), casino win tax ($1,500,000), payroll
        and  related  costs  ($1,000,000)  and the accrual for performance and
        incentive  bonuses  ($1,000,000).   Casino promotional costs increased
        due  to  the  expanded  junket air program as well as increases in the
        amount  of  cash  giveaway  to  bus patrons.  Casino win tax increased
        relative  to  the  increase  in  casino revenues.  Payroll and related
        costs increased due to increased salary and wage rates, as the average
        number of employees was down slightly for the year.

             Casino,  hotel  and  related  operating  results  increased  by
        $8,722,000  for  1994 due to the combination of the increased revenues
        described  above  and  a net decrease in operating expenses.  The most
        significant  decreases  in  operating expenses in 1994 were in payroll
        and related





                                        - 28 -<PAGE>

        costs  ($2,500,000),  food  and  beverage  costs  ($1,400,000)  and
        advertising  expense  ($900,000).  Payroll and related costs were down
        primarily  due to decreased staffing levels.  The decrease in food and
        beverage  costs  resulted  primarily  from  reduced  patronage  at the
        Beverly  Hills Buffet and, to a lesser extent, other food and beverage
        facilities  as  described  above.  Advertising costs were down largely
        because  1993  included  advertising  costs  associated  with  the
        introduction  of  the  "cash-back"  program (a promotion which rewards
        slot  players  by  giving cash back to patrons based on their level of
        play)  and  the  15th anniversary celebration of Resorts Casino Hotel.
        Favorable  variances in these and other costs were partially offset by
        increases  in  other  expenses.   The most significant increase was in
        casino promotional costs ($2,500,000) due primarily to the "cash-back"
        program noted above, which commenced in late April 1993, and increased
        cash  giveaways to bus patrons.  Another significant cost increase was
        in the accrual for performance and incentive bonuses ($700,000).

             For a discussion of competition in the Atlantic City casino/hotel
        industry  see  "Competition"  under "ITEM 1.  BUSINESS - (c) Narrative
        Description of Business."

             Casino/hotel - Paradise Island, The Bahamas

             The   Company's  Paradise  Island  casino/hotel  facilities  were
        disposed  of  in  the  SIHL  Sale effective May 3, 1994.  The Paradise
        Island  operating  results for 1994 reflect the Company's operation of
        the Paradise Island properties through April 30, 1994.

             Real Estate Related

             Atlantic  City  real  estate  related  results for 1994 include a
        charge  of  $20,525,000  for  the  write-down of certain non-operating
        properties  to  net  realizable  value.    See  Note  15  of  Notes to
        Consolidated  Financial  Statements.   The comparison of earnings from
        Atlantic  City  real  estate  related  activities  is also affected by
        annual  increases  in rental income under the Showboat Lease described
        above,  a  $400,000  credit  in  1995  resulting  from  the  favorable
        settlement  of certain prior years  property tax appeals and a loss of
        $99,000 in 1994 on sales of certain properties in Atlantic City.

             Airline

             The  Company's  airline  operation was effectively disposed of in
        the  SIHL  Sale  by  means  of  an option/put agreement with a nominal
        option  price.    Pursuant  to  an agreement, the Company operated the
        airline on behalf of SIHL for a small management fee through early May
        1995.  All profits earned or losses incurred in such operation accrued
        to  or  were  borne by SIHL.  Operating results of the airline segment
        presented herein include airline operations through April 30, 1994.












                                        - 29 -<PAGE>

             Management Fees, Net of Corporate Expense

             This  segment  includes  credits  for  management  fees which GGE
        charges  certain  subsidiaries  based  on three percent of their gross
        revenues.    The  corresponding  charges  are included in the segments
        where the respective subsidiary's operations are reported.  Management
        fees  charged  by  GGE  to  RIH amounted to $9,651,000, $9,082,000 and
        $8,911,000    in  1995,  1994 and 1993, respectively.  Management fees
        charged  to  other  subsidiaries  totaled $1,971,000 and $4,635,000 in
        1994 and 1993, respectively.

             Corporate  expense,  net  of management fees, for 1995 includes a
        $1,000,000  credit  from a favorable litigation settlement.  Corporate
        expense  decreased by $2,350,000 in 1994 due primarily to decreases in
        payroll  and  related  costs  associated with certain executives whose
        service to the Company terminated.

             The   Environmental  Protection  Agency  ("EPA")  has  named  a
        predecessor  to GGE as a potentially responsible party in the Bay Drum
        hazardous  waste site (the "Site") in Tampa, Florida which the EPA has
        listed  on  the  National  Priorities  List.    No  formal  action has
        commenced  against  GGE  and GGE intends to dispute any claims of this
        nature,  if  asserted.   Although it may ultimately be determined that
        GGE  is  one of several hundred parties that are jointly and severally
        liable  for  the  costs of Site remediation and for damages to natural
        resources  at  the Site caused by hazardous wastes, the extent of such
        liability, if any, cannot be determined at this time.

             Loss on SIHL Sale

             See  Note  2  of Notes to Consolidated Financial Statements for a
        description of the SIHL Sale.

             Other Income (Deductions)

             The  decreases  in  interest  expense  and  amortization  of debt
        discounts  for  1995  and  1994 are attributable to the Restructuring,
        which  resulted  in  a significant decrease in the principal amount of
        debt  outstanding  as  well  as  a  reduction in interest rates.  Also
        affecting  the  comparison  of  these  expenses  is  the fact that the
        Company stopped accruing interest and amortizing debt discounts on the
        Series  Notes  as  of  March  21,  1994,  the date the Company entered
        bankruptcy proceedings, while the accrual of interest and amortization
        of  discounts  on the Mortgage Notes and the Junior Mortgage Notes did
        not  start  until  May  3,  1994.  See Note 8 of Notes to Consolidated
        Financial  Statements  for  a  description  of  the Mortgage Notes and
        Junior Mortgage Notes.

             Recapitalization   costs  in  1994  and  1993  include  costs  of
        financial  advisers retained to assist in the development and analysis
        of  financial  alternatives  which  resulted  in the Restructuring and
        other  legal  and  advisory  fees  incurred  in  connection  with such
        Restructuring.    Also,  in    1994  the  Company  recorded credits of
        $3,256,000  resulting  from  the







                                        - 30 -<PAGE>

        reversal  of  restructuring  reserves  provided in connection with the
        Company's 1990 plan of reorganization.

             Proceeds  from  Litigation  Trust represent the distribution that
        the  Company  received  as a holder of units of beneficial interest in
        the  litigation  trust  established  under  the Company's 1990 plan of
        reorganization.

             Income Taxes

             See  Note  16 of Notes to Consolidated Financial Statements for a
        discussion of the Company's income taxes during the years 1993 through
        1995.
















































                                        - 31 -<PAGE>

          <TABLE>                     Identifiable Assets, Depreciation and Capital Additions
                                                       (In Thousands of Dollars)

            <CAPTION>
                                                         Identifiable assets         
                                                         Less accumulated
                                                         depreciation and
                                              Gross          valuation         Net                           Capital
                                              assets        allowances        assets        Depreciation    additions

                                                                                                For the Year Ended
                                                          December 31, 1995                      December 31, 1995    
            <S>                               <C>            <C>             <C>               <C>          <C>
            Casino/hotel - Atlantic City,
             New Jersey                       $269,595      $(65,747)        $203,848          $13,434       $13,272

            Real estate related -
             Atlantic City, New Jersey          93,799                         93,799

            Other segments                         100                            100                             27

            Corporate(a)                        40,754           (50)          40,704               18            47

                                              $404,248      $(65,797)        $338,451          $13,452       $13,346

            </TABLE>
          <TABLE><CAPTION>                                                      For the Year Ended
                                               December 31, 1994                 December 31, 1994    
          <S>                         <C>         <C>           <C>             <C>        <C>
          Casino/hotel:
            Atlantic City, New Jersey $254,419    $(52,891)     $201,528        $13,205     $ 7,744
            Paradise Island, The
             Bahamas(b)                                                           3,732       1,958
                                       254,419     (52,891)      201,528         16,937       9,702

          Real estate related -
           Atlantic City, New Jersey    87,647                    87,647

          Airline(b)                                                                276         186
           
          Other segments                                                              5

          Corporate(a)                  28,107         (34)       28,073             32          36

                                      $370,173    $(52,925)     $317,248        $17,250     $ 9,924
          /TABLE
<PAGE>

          <TABLE>                     Identifiable Assets, Depreciation and Capital Additions
                                                       (In Thousands of Dollars)

            <CAPTION>
                                                          Identifiable assets         
                                                         Less accumulated
                                                         depreciation and
                                               Gross         valuation         Net                            Capital
                                               assets       allowances        assets        Depreciation     additions

                                                                                                For the Year Ended
                                                          December 31, 1993                      December 31, 1993    
            <S>                         <C>         <C>           <C>            <C>         <C>
          Casino/hotel:
              Atlantic City, New Jersey       $244,054      $(40,390)        $203,664          $13,674        $21,618
              Paradise Island, The
               Bahamas(b)                      207,003       (46,398)         160,605           13,325          3,747
                                               451,057       (86,788)         364,269           26,999         25,365

            Real estate related:
              Atlantic City, New Jersey        108,271           (33)         108,238                9
              Paradise Island, The
               Bahamas(b)                       33,114                         33,114                 
                                               141,385           (33)         141,352                9

            Airline(b)                          12,887        (2,750)          10,137              831            445
            Other segments                       1,546           (47)           1,499               13              2
            Corporate(a)                        58,883          (355)          58,528               72            101

                                              $665,758      $(89,973)        $575,785          $27,924        $25,913


            (a)    Includes  cash  equivalents, restricted cash equivalents not pledged for operations, and other corporate
            assets.

            (b)  These operations were disposed of through the SIHL Sale.
            /TABLE
<PAGE>

         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             The Company's consolidated financial statements and supplementary
        data are presented on the following pages:

                                                                       Page
        Financial Statements                                         Reference

             Report of Independent Auditors                              35

             Consolidated Balance Sheets at December 31,
              1995 and 1994                                              36

             Consolidated Statements of Operations for the
              years ended December 31, 1995, 1994 and 1993               38

             Consolidated Statements of Cash Flows for the
              years ended December 31, 1995, 1994 and 1993               39

             Consolidated Statements of Changes in
              Shareholders' Equity for the years ended
              December 31, 1995, 1994 and 1993                           40

             Notes to Consolidated Financial Statements                  41

             Financial Statement Schedules:

               Schedule I:    Condensed Financial
                               Information of Registrant                 61

               Schedule II:   Valuation Accounts for the
                               years ended December 31, 
                               1995, 1994 and 1993                       66


        Supplementary Data

             Selected Quarterly Financial Data (Unaudited)               67























                                        - 34 -<PAGE>

                            REPORT OF INDEPENDENT AUDITORS

                                           
        The Board of Directors and Shareholders
        Griffin Gaming & Entertainment, Inc.


             We  have  audited the accompanying consolidated balance sheets of
        Griffin Gaming & Entertainment, Inc. as of December 31, 1995 and 1994,
        and  the  related  consolidated  statements  of operations, changes in
        shareholders'  equity,  and  cash flows for each of the three years in
        the  period  ended  December  31,  1995.  Our audits also included the
        financial  statement  schedules  listed  in  the  Index at Item 14(a).
        These financial statements and schedules are the responsibility of the
        Company's  management.  Our responsibility is to express an opinion on
        these financial statements and schedules 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 consolidated financial statements referred to
        above  present  fairly,  in  all  material  respects, the consolidated
        financial position of Griffin Gaming & Entertainment, Inc. at December
        31,  1995 and 1994, and the consolidated results of its operations and
        its  cash  flows  for  each  of  the  three  years in the period ended
        December  31,  1995,  in conformity with generally accepted accounting
        principles.    Also,  in  our opinion, the related financial statement
        schedules,   when  considered  in  relation  to  the  basic  financial
        statements  taken  as a whole, present fairly in all material respects
        the information set forth therein.


                                                         /s/ Ernst & Young LLP

        Philadelphia, Pennsylvania
        February 19, 1996         
          
















                                        - 35 -<PAGE>

                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                              CONSOLIDATED BALANCE SHEETS
                               (In Thousands of Dollars)


                                                        December 31,     
        Assets                                      1995           1994

        Current assets:
          Cash (including cash equivalents
           of $35,515 and $21,321)                $ 51,210       $ 35,503
          Restricted cash equivalents                4,362          5,388
          Receivables, net                           7,910          6,509
          Inventories                                2,447          1,793
          Prepaid expenses                           6,615          9,531
            Total current assets                    72,544         58,724

        Land held for investment,
         development or resale                      93,795         87,641

        Property and equipment:
          Land and land rights                      54,384         54,384
          Land improvements                            158            158
          Hotels and other buildings               116,318        108,410
          Furniture, machinery and equipment        50,142         45,148
          Construction in progress                     200             41
                                                   221,202        208,141
          Less accumulated depreciation            (62,227)       (49,024)
            Net property and equipment             158,975        159,117
          
        Deferred charges and other assets           13,137         11,766

                                                  $338,451       $317,248




        See Notes to Consolidated Financial Statements.























                                        - 36 -<PAGE>

                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                              CONSOLIDATED BALANCE SHEETS
                      (In Thousands of Dollars, except par value)


        Liabilities and Shareholders'                   December 31,      
         Equity                                      1995           1994

        Current liabilities:
          Current maturities of long-term debt,
           net of unamortized discounts           $     589      $       5
          Accounts payable and accrued
           liabilities                               41,209         41,046
            Total current liabilities                41,798         41,051

        Long-term debt, net of unamortized
         discounts:                                              
          Mortgage Notes                            108,128        106,877
          Junior Mortgage Notes                      18,633         18,432
          Showboat Notes                             89,676         87,149
          Other                                         919              8
                                                    217,356        212,466
          
        Deferred income taxes                        53,350         53,700

        Commitments and contingencies (Note 18)

        Shareholders' equity:
          GGE Common Stock - 7,941,035 and
           7,938,835 shares outstanding -
           $.01 par value                                79            397
          Class B Stock - 35,000 shares
           outstanding - $.01 par value
          Capital in excess of par                  129,572        129,237
          Accumulated deficit                      (103,704)      (119,603)
            Total shareholders' equity               25,947         10,031

                                                  $ 338,451      $ 317,248




        See Notes to Consolidated Financial Statements. 


















                                        - 37 -<PAGE>


                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                         (In Thousands, except per share data)

                                            For the Year Ended December 31,
                                             1995       1994        1993
        Revenues:
          Casino                           $267,757   $278,597   $ 307,059
          Rooms                               6,978     20,553      35,708
          Food and beverage                  12,704     28,255      46,843
          Other casino/hotel revenues         5,800     12,216      23,330
          Other operating revenues                       4,582      18,122
          Real estate related                 8,501      8,813       8,502
                                            301,740    353,016     439,564
        Expenses:
          Casino                            156,091    160,371     189,304
          Rooms                               3,698      6,030      10,906
          Food and beverage                  14,235     25,131      41,859
          Other casino/hotel operating 
           expenses                          34,281     46,446      69,918
          Other operating expenses                       3,483      14,697
          Selling, general and
           administrative                    37,979     48,124      70,453
          Depreciation                       13,452     17,250      27,924
          Real estate related                   326      1,763       1,605
          Write-down of non-operating
           real estate                                  20,525
          Loss on SIHL Sale                             72,463            
                                            260,062    401,586     426,666
        Earnings (loss) from operations      41,678    (48,570)     12,898
        Other income (deductions):
          Interest income                     3,518      2,686       3,174
          Interest expense                  (25,318)   (35,271)    (57,244)
          Amortization of debt discounts     (3,979)   (15,046)    (51,203)
          Recapitalization costs                        (5,232)     (8,789)
          Proceeds from Litigation Trust                 2,542            
        Earnings (loss) before income
         taxes and extraordinary items       15,899    (98,891)   (101,164)
        Income tax expense                                          (1,000)
        Earnings (loss) before 
         extraordinary items                 15,899    (98,891)   (102,164)
        Extraordinary items                            190,008            
        Net earnings (loss)                $ 15,899   $ 91,117   $(102,164)

        Per share data - primary:
          Earnings (loss) before 
           extraordinary items             $   1.87   $ (15.13)  $  (25.34)
          Extraordinary items                            29.07            
          Net earnings (loss)              $   1.87   $  13.94   $  (25.34)
          Weighted average number of
           shares and equivalents             8,522      6,537       4,031
        Per share data - fully diluted:
          Net earnings                     $   1.83
          Weighted average number of
           shares and equivalents             8,675
                                                                              
        See Notes to Consolidated Financial Statements.


                                        - 38 -<PAGE>

          <TABLE>                               GRIFFIN GAMING & ENTERTAINMENT, INC.
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (In Thousands of Dollars)

            <CAPTION>                                                               For the Year Ended December 31,     
                                                                                 1995             1994            1993
            <S>                                                               <C>              <C>             <C>
            Cash flows from operating activities:
              Cash received from customers                                    $ 300,089        $ 347,896       $ 441,354
              Cash paid to suppliers and employees                             (242,511)        (285,343)       (393,013)
                Cash flow from operations before interest and income taxes       57,578           62,553          48,341
              Interest received                                                   3,431            2,882           3,809
              Interest paid                                                     (25,088)         (15,002)         (8,440)
              Income taxes paid, net of refunds                                    (353)            (285)            306
                Net cash provided by operating activities                        35,568           50,148          44,016

            Cash flows from investing activities:
              Cash proceeds from SIHL Sale, net of cash balances
               transferred                                                                        39,747
              Payments for property and equipment                               (13,093)          (9,924)        (25,308)
              Purchase of land held for investment, development or resale        (6,154)
              Purchase of 12,899 Units                                                            (6,740)
              Proceeds from sales of land held for investment, development
               or resale                                                                             650             445
              CRDA deposits and bond purchases                                   (3,152)          (3,044)         (3,025)
              Proceeds from sales of short-term money market securities
               with maturities greater than three months                                                           1,377
              Purchases of short-term money market securities with
               maturities greater than three months                                                                 (492)
                Net cash provided by (used in) investing activities             (22,399)          20,689         (27,003)

            Cash flows from financing activities:
              Proceeds from borrowing                                             1,815
              Cash (including cash proceeds of SIHL Sale) distributed
               to noteholders                                                                   (103,434)
              Collection of note receivable from related party                                     3,008           3,477
              Payments of recapitalization costs                                                  (8,738)         (8,332)
              Proceeds from Litigation Trust                                                       2,542
              Repayments of non-public debt                                        (320)            (118)         (2,251)
              Proceeds from exercise of stock options                                17                                 
                Net cash provided by (used in) financing activities               1,512         (106,740)         (7,106)
            Net increase (decrease) in cash and cash equivalents                 14,681          (35,903)          9,907
            Cash and cash equivalents at beginning of period                     40,891           76,794          66,887
            Cash and cash equivalents at end of period                        $  55,572        $  40,891       $  76,794

            See Notes to Consolidated Financial Statements./TABLE
<PAGE>

            <TABLE>                               GRIFFIN GAMING & ENTERTAINMENT, INC.
                                       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                       (In Thousands of Dollars)

            <CAPTION>
                                                       GGE                     Capital
                                                      Common      Class B     in excess      Accumulated      Notes
                                                      Stock        Stock       of par          deficit      receivable
            <S>                                       <C>         <C>         <C>            <C>            <C>
            Balance at December 31, 1992              $ 202                   $102,092       $(108,556)     $(11,000)

            Collection on Griffin Note                                                                         3,477
            Cancellation of Griffin Note                                                                       7,523
            Issuance of Group Note                                                                            (7,523)
            Reduction of Group Note applied to
             prepaid services                                                                                  2,205
            Net loss for year 1993                                                            (102,164)             

            Balance at December 31, 1993                202                    102,092        (210,720)       (5,318)

            Shares issued to financial advisers in
             settlement of recapitalization costs         6                        859
            Reduction of Group Note applied to
             prepaid services                                                                                  2,310
            Collection of Group Note                                                                           3,008
            Shares issued in exchange for Series
             Notes                                      170         $-0-        24,245       
            Shares issued to affiliate of Griffin
             Group in satisfaction of final
             payment under service agreement             19                      2,041
            Net earnings for year 1994                                                          91,117              

            Balance at December 31, 1994                397          -0-       129,237        (119,603)           -0-

            Reverse Stock Split                        (318)                       318
            Issuance of shares for stock options
             exercised                                                              17
            Net earnings for year 1995                                                          15,899              

            Balance at December 31, 1995              $  79         $-0-      $129,572       $(103,704)     $     -0-


            See Notes to Consolidated Financial Statements.
            /TABLE
<PAGE>

                          GRIFFIN GAMING & ENTERTAINMENT, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             Griffin Gaming & Entertainment, Inc. ("GGE") was known as Resorts
        International,  Inc.  until  its name change, which was effective June
        30,  1995.     "GGE"   is used herein to refer to the corporation both
        before  and  after its name change.  The term "Company" as used herein
        includes  GGE   and/or one or more of its subsidiaries, as the context
        may require.

        Principles of Consolidation

             The consolidated financial statements include the accounts of GGE
        and  its  subsidiaries.  All significant intercompany transactions and
        balances have been eliminated in consolidation.

        Accounting Estimates

             The  preparation  of  the financial statements in conformity with
        generally  accepted  accounting principles requires management to make
        estimates  and  assumptions  that  affect  the amounts reported in the
        financial  statements  and  accompanying  notes.  Actual results could
        differ from those estimates.

        Revenue Recognition

             The  Company  records  as  revenue  the  win  from  casino gaming
        activities which represents the difference between amounts wagered and
        amounts  won by patrons.  Revenues from hotel and related services and
        from  theater  ticket  sales  are  recognized  at the time the related
        service is performed.

        Complimentary Services

              The  Consolidated  Statements of Operations reflect each category
        of  operating  revenues  excluding  the  retail value of complimentary
        services  provided to casino patrons without charge.  The retail value
        of  such  complimentary  services  excluded  from revenues amounted to
        $28,494,000,  $28,982,000 and $33,794,000 for the years 1995, 1994 and
        1993,   respectively.    The  rooms,  food  and  beverage,  and  other
        casino/hotel  operations  departments  allocate  a percentage of their
        total  operating  expenses  to the casino department for complimentary
        services  provided  to  casino  patrons.    These  allocations  do not
        n e c essarily  represent  the  incremental  cost  of  providing  such
        complimentary  services  to  casino patrons.  Amounts allocated to the
        casino  department  from  the  other  operating  departments  were  as
        follows:










                                        - 41 -<PAGE>

        (In Thousands of Dollars)            1995       1994       1993

        Rooms                              $ 4,813    $ 4,236    $ 4,470
        Food and beverage                   16,846     15,787     20,353
        Other casino/hotel operations        6,403      7,467      7,412

        Total allocated to casino          $28,062    $27,490    $32,235



        Cash Equivalents

             The   Company  considers  all  of  its  short-term  money  market
        securities  purchased  with  maturities  of three months or less to be
        cash equivalents.  The carrying value of cash equivalents approximates
        fair value due to the short maturity of these instruments.

        Inventories

             Inventories  of  provisions, supplies and spare parts are carried
        at the lower of cost (first-in, first-out) or market.

        Property and Equipment

             Property  and equipment are depreciated over the estimated useful
        lives  reported  below  using  the  straight-line method for financial
        reporting purposes.


             Land improvements                        10 - 25 years

             Hotels and other buildings               20 - 28 years

             Furniture, machinery and equipment        3 - 5 years


        Casino Reinvestment Development Authority ("CRDA") Obligatory
         Investments

             Under  the  New Jersey Casino Control Act ("Casino Control Act"),
        the  Company  is  obligated  to purchase CRDA bonds, which will bear a
        below-market  interest  rate,  or  make  an  alternative  qualifying
        investment.    The  Company  charges  to expense an estimated discount
        related  to  CRDA investment obligations as of the date the obligation
        arises based on fair market interest rates of similar quality bonds in
        existence as of that date.  On the date the Company actually purchases
        the  CRDA bond, the estimated discount previously recorded is adjusted
        to  reflect the actual terms of the bonds issued and the then existing
        fair market interest rate for similar quality bonds.

             The  discount  on  CRDA  bonds purchased is amortized to interest
        income  over  the  life of the bonds using the effective interest rate
        method.







                                        - 42 -<PAGE>

        Payment-In-Kind ("PIK") Interest Accrual

             When  the  Company  elects  to  satisfy  its interest obligations
        through PIK instead of cash interest payments, for financial statement
        purposes,  such  interest  is accrued at the estimated market value of
        the  securities  to  be  issued.    The  discount  resulting  from the
        difference  between  face  value  and  estimated  market  value of the
        additional securities decreases interest expense of the current period
        and is amortized to expense over the remaining life of the issue.

        Income Taxes

             GGE  and  all of its domestic subsidiaries file consolidated U.S.
        federal income tax returns.

             The  Company accounts for income taxes under the liability method
        prescribed  by  Statement  of  Financial  Accounting Standards No. 109
        ("SFAS  109"),  "Accounting for Income Taxes."  Under this method, the
        deferred  tax  liability is determined based on the difference between
        the  financial  reporting  and tax bases of assets and liabilities and
        enacted  tax  rates which will be in effect for the years in which the
        differences  are  expected  to  reverse.  Deferred tax liabilities are
        recognized  for  differences  that  will  result in taxable amounts in
        future years.  Deferred tax assets are recognized for differences that
        will   result  in  deductible  amounts  in  future  years  and  for
        carryforwards.  A valuation allowance is recognized based on estimates
        of  the  likelihood that some portion or all of the deferred tax asset
        will not be realized.

             There  are no income taxes in The Bahamas and the income of GGE's
        former Bahamian subsidiaries was generally not subject to U.S. federal
        income  taxation  until it was distributed to a U.S. parent.  Deferred
        federal  income  taxes  were provided on the undistributed earnings of
        Bahamian subsidiaries until their disposition.

        Per Share Data

             Per  share data was computed using the weighted average number of
        shares  of  GGE  s  common stock (the "GGE Common Stock") outstanding.
        When  dilutive,  stock  options  and  warrants  were included as share
        equivalents  using  the treasury stock method.  Fully diluted earnings
        per  share  reflect  additional  dilution related to stock options and
        warrants  due  to  the  use  of the market price at the end of certain
        periods, when higher than the average price for such periods.

             Per  share  data,  as  well as references to number of shares and
        market  prices  of GGE Common Stock, have been restated to give effect
        to the Reverse Stock Split described in Note 10.

        Impact of Newly Issued Accounting Standards

             In  March  1995,  the Financial Accounting Standards Board issued
        Statement No. 121,  Accounting for the Impairment of Long-Lived Assets
        and  for  Long-Lived  Assets  to  Be  Disposed Of  ( SFAS 121"), which
        requires impairment losses to be recorded on long-lived assets used in





                                        - 43 -<PAGE>

        o p erations  when  indicators  of  impairment  are  present  and  the
        undiscounted  cash flows estimated to be generated by those assets are
        less  than  the  assets  carrying amount.  SFAS 121 also addresses the
        accounting  for long-lived assets that are expected to be disposed of.
        The  Company  will  adopt  SFAS  121  in  1996  and,  based on current
        circumstances,  believes  the  effect,  if  any,  of  adoption will be
        insignificant.

        Reclassifications

             Certain  previously  reported  amounts  were  reclassified  for
        comparative purposes.

        NOTE 2 - 1994 RESTRUCTURING

             In  April  1994  the  Company  s  prepackaged  bankruptcy plan of
        reorganization  (the   "Plan")  was  confirmed  by  the United States
        Bankruptcy  Court for the District of Delaware and on May 3, 1994 (the
        "Effective  Date")  the  Plan  became  effective.    The  Company  s
        reorganization  under  the  Plan (the "Restructuring ) included, among
        other things, (i) the sale of the Company s Paradise Island operations
        and properties (the  SIHL Sale ) and (ii) the exchange of $481,907,000
        principal amount of Senior Secured Redeemable Notes due April 15, 1994
        (the  "Series  Notes") for $160,000,000 principal amount of new debt
        securities  (see  Note  8), 40% of GGE Common Stock on a fully diluted
        basis  (excluding  certain  stock options), the proceeds from the SIHL
        Sale  and  approximately  $36,700,000  cash.    Included  in  the cash
        distributed  to  noteholders  was a $2,542,000 cash distribution which
        the  Company received from a litigation trust (the "Litigation Trust")
        established  under a previous plan of reorganization to pursue certain
        claims against a former affiliate.

             The difference between the carrying value of the Series Notes and
        the sum of the fair values of the items exchanged therefor resulted in
        a gain of $186,000,000 which was reported as an extraordinary item.

        SIHL Sale

             Sun  International  Investments  Limited  ("SIIL"), an unrelated
        party,  acquired  a  60%  interest  in  the  Company s Paradise Island
        operations,  through  Sun  International  Hotels  Limited  ("SIHL"), a
        subsidiary of SIIL formed for that purpose.  SIIL purchased 60% of the
        capital  stock  of  SIHL  for  $90,000,000  plus interest at 7.5% from
        January  1, 1994 through the Effective Date.  Pursuant to the purchase
        agreement,   SIHL  then  purchased  100%  of  the  equity  of  Resorts
        International  (Bahamas)  1984 Limited, GGE s former indirect Bahamian
        subsidiary  which, along with its subsidiaries, owned and operated the
        Company  s  Paradise Island properties.  Also, certain subsidiaries of
        SIHL  acquired  certain  assets of GGE and its U.S. subsidiaries which
        supported  the  Paradise Island operations and assumed certain related
        liabilities.  The purchase price received from SIHL was $65,000,000 in
        cash, plus interest at 7.5% from January 1, 1994 through the Effective
        Date,  and  2,000,000  Series  A  Ordinary  Shares  of SIHL (the "SIHL
        Shares"),  which amounts to the remaining 40% of the capital stock of
        SIHL.  These cash proceeds as well





                                        - 44 -<PAGE>

        as  the  SIHL  Shares  were  distributed  to  holders  of Series Notes
        pursuant to the Plan.

             Although  the  SIHL  Sale  was  effective  May  3,  1994,  the
        consolidated  statements  of  operations  and  cash  flows reflect the
        Paradise  Island  operations through April 30, 1994.  The loss on SIHL
        Sale  represents  the  difference  between the carrying values and the
        fair values of the assets and equity interests sold.

             For   information  as  to  the  revenues  and  contribution  to
        consolidated   earnings  (loss)  from  operations  of  the  operations
        disposed  of  in the SIHL Sale, see the Paradise Island portion of the
        casino/hotel  segment,  the Paradise Island portion of the real estate
        related segment and the airline segment in the segment tables included
        in  "ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS."

        Recapitalization Costs

             Recapitalization   costs  in  1994  and  1993  include  costs  of
        financial  advisers retained to assist in the development and analysis
        of  financial  alternatives  which  resulted  in the Restructuring and
        other  legal  and  advisory  fees  incurred  in  connection  with such
        Restructuring.   Also, recapitalization costs for 1994 include credits
        of  $3,256,000  recorded  in  the  fourth  quarter  resulting from the
        reversal  of  restructuring  reserves  provided in connection with the
        Company's 1990 plan of reorganization.

        NOTE 3 - CASH EQUIVALENTS

             Cash  equivalents and restricted cash equivalents at December 31,
        1995   included  reverse  repurchase  agreements  (federal  government
        securities purchased under agreements to resell those securities) with
        National  Westminster  Bank NJ in the amount of $2,994,000 under which
        the Company had not taken delivery of the underlying securities.  This
        agreement matured January 2, 1996.

             The Company's cash equivalents at December 31, 1995 also included
        U.S. Treasury Bills.





















                                        - 45 -<PAGE>

        NOTE 4 - RESTRICTED CASH EQUIVALENTS

             Components  of restricted cash equivalents at December 31 were as
        follows:

        (In Thousands of Dollars)                  1995           1994

        Showboat Lease payments and interest
         earned thereon held by trustee
         (see Note 13)                            $3,595         $3,494
        Amount, including interest earned, 
         on deposit with trustee for
         Litigation Trust                                         1,711
        Other                                        767            183

                                                  $4,362         $5,388



        NOTE 5 - RECEIVABLES

             Components of receivables at December 31 were as follows:

        (In Thousands of Dollars)                   1995           1994

        Gaming                                    $ 7,332        $ 8,035
          Less allowance for doubtful accounts     (3,519)        (3,819)
                                                    3,813          4,216
        Non-gaming:
          Hotel and related                         1,163            799
          Contracts and notes                         205            270
          Other                                     2,780          1,306
                                                    4,148          2,375
          Less allowance for doubtful accounts        (51)           (82)
                                                    4,097          2,293

                                                  $ 7,910        $ 6,509


        NOTE 6 - CRDA OBLIGATORY INVESTMENTS

             The  Casino  Control  Act,  as  originally  adopted,  required  a
        licensee  to  make  investments  equal  to  2% of the licensee's gross
        revenue  (as  defined  in  the  Casino  Control  Act) (the "investment
        obligation") for each calendar year, commencing in 1979, in which such
        gross revenue exceeded its "cumulative investments" (as defined in the
        Casino  Control  Act).  A licensee had five years from the end of each
        calendar  year  to satisfy this investment obligation or become liable
        for  an  "alternative tax" in the same amount.  In 1984 the New Jersey
        legislature  amended  the  Casino Control Act so that these provisions
        now  apply  only  to investment obligations for the years 1979 through
        1983.

             Effective  for  1984  and  subsequent  years,  the amended Casino
        Control  Act  requires a licensee to satisfy its investment obligation
        by purchasing bonds to be issued by the CRDA, or by making other




                                        - 46 -<PAGE>

        investments  authorized  by the CRDA, in an amount equal to 1.25% of a
        licensee's  gross  revenue.    If  the  investment  obligation  is not
        satisfied,  then  the  licensee  will  be  subject  to  an  investment
        alternative  tax of 2.5% of gross revenue.  Since 1985, a licensee has
        been  required  to  make  quarterly deposits with the CRDA against its
        current year investment obligation.

             From  time  to  time  RIH has donated certain funds it has had on
        deposit  with the CRDA in return for either relief from its obligation
        to purchase CRDA bonds or credits against future CRDA deposits.

             At  December  31,  1995,  RIH  had $5,567,000 face value of bonds
        issued  by the CRDA and had $18,197,000 on deposit with the CRDA.  The
        CRDA  bonds  have  interest  rates  ranging  from  3.9% to 7% and have
        repayment terms of between 20 and 50 years.  These bonds and deposits,
        net  of  an  estimated  discount  charged  to  expense  to reflect the
        below-market interest rate payable on the bonds, are included in other
        assets in the Company's Consolidated Balance Sheet.

             RIH  records  charges  to  expense  to  reflect  the below-market
        interest  rate payable on the bonds it may have to purchase to fulfill
        its  investment  obligation  at  the  date the obligation arises.  The
        charges in 1995, 1994 and 1993 for discounts on obligations arising in
        those years were $1,567,000, $1,461,000 and $1,541,000, respectively.

        NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

             Components   of  accounts  payable  and  accrued  liabilities  at
        December 31 were as follows:

        (In Thousands of Dollars)                   1995           1994

        Accrued payroll and related taxes and
         benefits                                 $12,241        $12,170
        Accrued interest                            7,839          7,609
        Accrued gaming taxes, fees and related
         assessments                                7,211          7,064
        Trade payables                              2,163          1,441
        Customer deposits and unearned revenues     2,081          2,152
        Accrued costs of recapitalization             590            995
        Other accrued liabilities                   9,084          9,615

                                                  $41,209        $41,046



        NOTE 8 - LONG-TERM DEBT

             As  described  in  Note  2, on May 3, 1994, the Series Notes were
        exchanged  for,  among  other things, $160,000,000 principal amount of
        new  debt securities which consist of $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 Resorts International
        Hotel




                                        - 47 -<PAGE>

        Financing,  Inc.  ("RIHF"), a wholly-owned subsidiary of GGE, and are
        guaranteed  by  Resorts  International  Hotel,  Inc.  ("RIH"), GGE s
        indirect    subsidiary  which owns and operates Merv Griffin s Resorts
        Casino  Hotel  (the   "Resorts  Casino  Hotel") in Atlantic City, New
        Jersey.

             The  Mortgage Notes are secured by a $125,000,000 promissory note
        made by RIH (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 liens securing the Mortgage Notes will
        be  subordinated  to  the lien securing the Senior Facility Notes (see
        Note  9)  or notes issued under a similar working capital facility, if
        such notes are issued.

             The  Junior  Mortgage  Notes  were  issued  as part of Units (the
        "Units")  with  GGE  s Class B Redeemable Common Stock (the "Class B
        Stock").    The  Units  are described further in Note 10.  The Junior
        Mortgage  Notes  are  secured by a $35,000,000 promissory note made by
        RIH  (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 will be subordinated to the
        lien  securing  the Senior Facility Notes (see Note 9) or notes issued
        under  a  similar  working capital facility, if such notes are issued,
        and are subordinated to the liens securing the Mortgage Notes.

             The  indentures  pursuant  to  which  the  Mortgage Notes and the
        Junior  Mortgage  Notes  were  issued (collectively, the  Indentures )
        prohibit  RIH  and its subsidiaries from paying dividends, from making
        other  distributions  in  respect  of  their  capital  stock, and from
        purchasing  or redeeming their capital stock, with certain exceptions,
        unless  certain  interest  coverage  ratios  are  attained.  Also, the
        Indentures restrict RIH and its subsidiaries from incurring additional
        indebtedness, with certain exceptions, and limit intercompany loans by
        RIH to GGE to loans from proceeds of the Senior Facility (or a similar
        working  capital  facility)  and  other  advances  not  in  excess  of
        $1,000,000  in  the aggregate at any time outstanding.  As of December
        31,  1995,  RIH had total shareholder s equity of $45,676,000 of which
        approximately $36,000,000 is restricted as to distribution under these
        Indenture provisions.

             A  total of 35,000 Units were issued as part of the Restructuring
        in  May  1994.  In November 1994 RIH purchased 12,899 Units comprising
        $12,899,000  principal  amount  of  Junior  Mortgage  Notes and 12,899
        shares  of Class B Stock at a price of $6,740,000.  The resulting gain
        of $4,008,000 was reported as an extraordinary item.

             The  First  Mortgage Non-Recourse Pass-Through Notes due June 30,
        2000 (the "Showboat Notes") were issued pursuant to the Company s 1990
        plan  of reorganization.  The Company owns a 10-acre parcel of land in
        Atlantic  City  underlying  the  Showboat Casino Hotel which parcel is
        subject to a 99-year net lease (the "Showboat Lease") which expires in




                                        - 48 -<PAGE>

        2082.    The  Showboat  Notes  are  non-recourse  notes,  secured by a
        mortgage  encumbering  that 10-acre parcel, by a collateral assignment
        of  the Showboat Lease, and by a pledge of any proceeds of the sale of
        such mortgage and collateral assignment.

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

                                         1995                  1994        
                                  Carrying      Fair    Carrying       Fair
        (In Thousands of Dollars)   Value      Value      Value       Value

        Mortgage Notes            $125,000   $115,313   $125,000    $ 83,750
          Less unamortized
           discount                (16,872)              (18,123)
                                   108,128               106,877

        Junior Mortgage Notes       35,000                35,000
          Less notes held by RIH   (12,899)              (12,899)
                                    22,101     20,333     22,101      13,040
          Less unamortized
           discount                 (3,468)               (3,669)
                                    18,633                18,432

        Showboat Notes             105,333     97,433    105,333      88,480
          Less unamortized
           discount                (15,657)              (18,184)
                                    89,676                87,149

        Other                        1,508      1,508         13          13
                                   217,945    234,587    212,471     185,283
        Less due within one year      (589)      (589)        (5)         (5)

                                  $217,356   $233,998   $212,466    $185,278



             The  fair  value presented above for the Company's long-term debt
        is based on December 31 closing market prices for publicly traded debt
        and  carrying  value  for  other  debt,  because  other  debt  is  not
        considered material to the total.

             Minimum  principal  payments  of long-term debt outstanding as of
        December  31, 1995, for the five years thereafter are as follows: 1996
        -  $589,000; 1997 - $636,000; 1998 - $283,000; 1999 - none; and 2000 -
        $105,333,000.

             In  accordance  with  Statement  of  Position  90-7,    Financial
        Reporting  by  Entities  in  Reorganization Under the Bankruptcy Code,
        the  Company stopped accruing interest and amortizing discounts on the
        Series  Notes  as  of  March  21, 1994, the date the Company filed its
        prepackaged bankruptcy cases.








                                        - 49 -<PAGE>

             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
        certain  circumstances,  interest payable on the Junior Mortgage Notes
        may be satisfied by the issuance of additional Units.

             Interest  on  the  Showboat  Notes  consists  of  a  pass-through
        (subject  to certain adjustments) of the lease payments received under
        the  Showboat  Lease.    See Note 13 for a description of the Showboat
        Lease.  Interest is payable semi-annually on January 15 and July 15.

             The  effective interest rates on the Company's publicly held debt
        at  December 31, 1995 were as follows:  Mortgage Notes - 14.1%; Junior
        Mortgage Notes - 14.8%; and Showboat Notes - 11.2%.

        NOTE 9 - SENIOR FACILITY

             As  part  of  the Restructuring the Company entered into a senior
        note purchase agreement (the "Senior Facility") with certain funds and
        accounts advised or managed by Fidelity Management & Research Company.
        The  Senior  Facility, as amended, is available for a single borrowing
        of up to $19,738,000 during the period ending May 2, 1996, through the
        issuance  of  notes  (the   "Senior  Facility Notes").  If issued, the
        Senior  Facility Notes will bear interest at 11.75% and will be due in
        2002.    The  Senior Facility Notes will be senior obligations of RIHF
        secured by a promissory note from RIH in an aggregate principal amount
        of  up to $19,738,000 payable in amounts and at times necessary to pay
        the  principal  of  and  interest  on  the Senior Facility Notes.  The
        Senior  Facility Notes will be guaranteed by RIH and secured by a lien
        of  the  Resorts Casino Hotel property as described in Note 8.  Market
        interest  rates  and  other  economic conditions, among other factors,
        will  determine  if  it  is appropriate for the Company to draw on the
        Senior Facility.

        NOTE 10 - SHAREHOLDERS' EQUITY

             On  June  27,  1995,  GGE  s shareholders approved a one-for-five
        reverse  stock  split (the "Reverse Stock Split") of GGE Common Stock,
        par  value  $.01 per share, of which there were previously 100,000,000
        shares  authorized.   The Reverse Stock Split became effective on June
        30,   1995,  on  which  date  each  share  of  GGE  Common  Stock  was
        reclassified into one-fifth of a new share of GGE Common Stock and the
        total authorized shares of GGE Common Stock was, therefore, reduced to
        20,000,000.    The  par value of the GGE Common Stock remains $.01 per
        share  after  the  Reverse Stock Split.  As of June 30, 1995, $318,000
        was  reclassified from GGE Common Stock to capital in excess of par in
        order to reflect the Reverse Stock Split.  All references to number of
        shares, per share amounts and market prices of GGE Common Stock in the
        c o nsolidated  financial  statements  and  notes  thereto  have  been
        retroactively restated to reflect the Reverse Stock Split.

             GGE  is authorized to issue 120,000 shares of Class B Stock.  The
        Class B Stock was not affected by the Reverse Stock Split.  Holders of





                                        - 50 -<PAGE>

        Class  B  Stock  are  entitled  to  elect  one-third  of  the Board of
        Directors  of  GGE  and  under  certain  circumstances  they  would be
        entitled  to  elect  a majority of the Board of Directors.  Holders of
        Class  B  Stock  do  not  participate  in  any  dividends which may be
        declared by GGE s Board of Directors.

             Each  share  of  Class  B Stock is to be issued as part of a Unit
        comprising  $1,000  principal  amount of Junior Mortgage Notes and one
        share  of  Class  B  Stock.    Shares  of  Class  B  Stock  may not be
        transferred  separately  from the related Junior Mortgage Notes.  Upon
        redemption,  or  cancellation  following the purchase thereof, of each
        $1,000  principal amount of Junior Mortgage Notes, GGE will redeem, at
        a  price  of $.01 per share, the share of Class B Stock issued as part
        of that Unit.

             GGE  is authorized to issue 10,000,000 shares of preferred stock.
        As of December 31, 1995 no shares of preferred stock had been issued.

        NOTE 11 - STOCK OPTIONS AND WARRANTS

             Pursuant  to  the  Restructuring, the Resorts International, Inc.
        Senior  Management  Stock Option Plan (the "1990 SOP") was terminated,
        although  holders  of  options  granted  under  that plan retain their
        options,  and  the  Resorts International, Inc. 1994 Stock Option Plan
        (the   "1994  SOP") was adopted.  The 1994 SOP, as amended, allows for
        the granting of options to purchase up to 466,685 shares of GGE Common
        Stock to members of the Company s management, its Boards of Directors,
        and certain others providing services to the Company.  The 1994 SOP is
        administered  by  a  Compensation/Option  Committee  of GGE s Board of
        Directors.    The exercise price of options granted under the 1994 SOP
        will  not  be  less  than fair market value of GGE Common Stock on the
        date of grant.  All options granted under the 1994 SOP will expire not
        later than ten years from the date of grant.

             Also  in  connection with the Restructuring, GGE issued a warrant
        (the  "Griffin Warrant"), which is exercisable through May 3, 1998, to
        purchase  933,370  shares of GGE Common Stock at $6.00 per share to an
        affiliate  ("ARH") of The Griffin Group, Inc. (the "Griffin Group"), a
        corporation  controlled by Merv Griffin, Chairman of the Board of GGE.
        Subsequent  to  the issuance of the Griffin Warrant, ARH sold portions
        of  the  Griffin  Warrant  to  Thomas E. Gallagher and Lawrence Cohen,
        officers  of ARH.  Mr. Gallagher is President, Chief Executive Officer
        and  a  member of the Board of Directors of GGE; Mr. Cohen is a member
        of the Board of Directors of RIH.

             In accordance with the anti-dilution and adjustment provisions of
        the  1994  SOP,  the  1990  SOP  and the Griffin Warrant, all of GGE s
        outstanding  options  and warrants as of June 30, 1995 were reduced by
        80%  and the exercise prices were increased accordingly as a result of
        the  Reverse Stock Split.  All of the information provided herein with
        regard  to number of shares and exercise prices have been adjusted for
        the Reverse Stock Split.








                                        - 51 -<PAGE>

             Options to purchase the following shares of GGE Common Stock were
        outstanding at December 31, 1995:

                            Exercise         Options          Options
               Plan          Price         Outstanding      Exercisable

             1990 SOP       $ 9.37500         280,677          280,677

             1994 SOP       $ 5.15625         205,500           56,625

             1994 SOP       $10.46875         115,000           28,750

             1994 SOP       $14.06250           4,000            4,000

             1994 SOP       $15.75000          15,000

             Warrants       $ 6.00000         933,370          933,370

                                            1,553,547        1,303,422



             In  1995 options to purchase 1,200 shares at $9.375 per share and
        1,000  shares  at  $5.15625  per share were exercised.  No shares were
        issued in connection with the exercise of stock options during 1994 or
        1993.

        NOTE 12 - RELATED PARTY TRANSACTIONS

        License and Services Agreements

             In  April 1993, GGE, RIH and Griffin Group entered into a license
        and services agreement (the "Griffin Services Agreement") effective as
        of  September  17,  1992.    Pursuant to this agreement, Griffin Group
        granted  GGE  and  RIH  a  non-exclusive  license  to use the name and
        likeness  of  Merv  Griffin  to  advertise  and  promote the Company's
        facilities  and  operations.    Also  pursuant to the Griffin Services
        Agreement,  Mr. Griffin is to provide certain services to the Company,
        including  serving  as  Chairman  of  the  Board of GGE and as a host,
        producer  and  featured  performer in various shows to be presented in
        R e sorts  Casino  Hotel,  and  furnishing  marketing  and  consulting
        services.

             The Griffin Services Agreement is to continue until September 17,
        1997  and provides for earlier termination under certain circumstances
        including,  among  others,  a  change  of  control (as defined) of the
        Company  and  Mr. Griffin ceasing to serve as Chairman of the Board of
        GGE.

             The  Griffin  Services  Agreement  provides  for  compensation to
        Griffin Group in the amount of $2,000,000 for the year ended September
        16,  1993,  and  in specified amounts for each of the following years,
        which  increase  at approximately 5% per year.  In accordance with the
        Griffin  Services  Agreement,  upon  signing, the Company paid Griffin
        Group  $4,100,000,  representing compensation for the first two years.
        Thereafter,  the Griffin Services Agreement called for annual payments
        on  September  17,  each representing a prepayment for the year ending
        two years hence.  In


                                        - 52 -<PAGE>

        lieu  of  paying  in  cash, at the Company's option, the Company could
        satisfy  its obligation to make any of the payments required under the
        Griffin  Services  Agreement  by  reducing  the  amount  of  the  note
        receivable  from Griffin Group (the "Group Note") described below.  In
        September  1993  the  Company  notified  Griffin  Group  that it would
        satisfy  its  obligation  to  make the $2,205,000 payment for the year
        ending  September  16, 1995 by reducing the Group Note by that amount.
        In  May 1994, as part of the Restructuring, GGE reduced the Group Note
        by $2,310,000 in satisfaction of the payment due in September 1994 for
        the  year ending September 16, 1996.  The final payment required under
        the Griffin Services Agreement, $2,425,000, was to be due in September
        1995.    On  August  1,  1994,  following  review  and approval by the
        independent  members  of GGE's Board of Directors, GGE agreed to issue
        388,000 shares of GGE Common Stock to an affiliate of Griffin Group in
        satisfaction  of  this final payment obligation.  The closing price of
        GGE  Common  Stock on the date of the agreement was $5.3125 per share.
        The shares are not registered under the Securities Act of 1933 and are
        restricted  securities.    In the event of an early termination of the
        Griffin Services Agreement, and depending on the circumstances of such
        early  termination,  all  or  a  portion  of  the compensation paid to
        Griffin  Group  in  respect  of  the  period subsequent to the date of
        termination may be required to be repaid to the Company.

             The  Griffin Services Agreement also provided for the issuance of
        the Griffin Warrant described in Note 11.

             In   the  Griffin  Services  Agreement  the  Company  agreed  to
        indemnify,  defend  and  hold  harmless  Griffin Group and Mr. Griffin
        against  certain  claims,  losses  and  costs, and to maintain certain
        insurance  coverage  with  Mr.  Griffin  and  Griffin  Group  as named
        insureds.

        Notes Receivable from Related Parties

             Pursuant  to  the  Company's  1990  plan  of  reorganization,  in
        September  1990  GGE  received  $12,345,000 in cash and an $11,000,000
        promissory  note  (the  "Griffin  Note") from Merv Griffin for certain
        shares  of  GGE  Common  Stock  purchased  by  him.  In April 1993, in
        accordance  with  the  Griffin  Services Agreement, Mr. Griffin made a
        partial  payment  of  $4,100,000  on this note comprised of $3,477,000
        principal and $623,000 accrued interest.  The Griffin Note, which then
        had  a  remaining  balance  of $7,523,000, was canceled and a new note
        from  Griffin  Group,  the Group Note, in the amount of $7,523,000 was
        substituted  therefor.   The Group Note was unconditionally guaranteed
        as  to  principal and interest by Mr. Griffin and bore interest at the
        rate of 3%.  As noted above, the balance of the Group Note was reduced
        by  $2,205,000  in  September  1993  and  by $2,310,000 in May 1994 in
        satisfaction  of  fees due to Griffin Group under the Griffin Services
        Agreement.    Also  in May 1994, as part of the Restructuring, Griffin
        Group repaid the remaining principal balance of $3,008,000 and accrued
        interest thereon.

        Other

             Effective  May  1,  1995 Thomas E. Gallagher became President and
        Chief Executive Officer of GGE.  Mr. Gallagher has been President and




                                        - 53 -<PAGE>

        Chief  Executive  Officer  of  Griffin  Group  since  April  1992.  In
        connection  with  Mr.  Gallagher  s appointment as President and Chief
        Executive Officer of GGE, following review and approval by independent
        members  of  GGE  s Board of Directors, GGE agreed to pay $300,000 per
        year  for  his  services in this capacity.  In 1995 such payments were
        made  to Griffin Group where Mr. Gallagher remains President and Chief
        Executive Officer.

             The  Company  reimbursed  Griffin  Group  $183,000,  $296,000 and
        $219,000 for charter air services related to Company business rendered
        in 1995, 1994 and 1993, respectively.

             In  1995  and 1994 the Company incurred charges from unaffiliated
        parties  of  $450,000  and  $394,000,  respectively,  in producing the
        nationwide  television  broadcast  of  "Merv  Griffin's New Year's Eve
        Special"  from Resorts Casino Hotel.  For the 1993 production of "Merv
        Griffin's  New  Year's  Eve  Special,"  which  also  was  broadcast
        nationwide, the Company paid $100,000 and provided certain facilities,
        labor and accommodations to subsidiaries of January Enterprises, Inc.,
        of which Merv Griffin formerly was Chairman.

             In 1995 the Company entered into an agreement with Players Island
        Resort  Casino  Spa  ("Players  Island"),  a  subsidiary  of Players
        International,  Inc.  ("Players"), to produce and present a stage show
        in  the  theater  of  Players Island in Mesquite, Nevada.  The Company
        received  $266,000  from  Players  Island  under  this  agreement  for
        services  rendered  during  1995,  which services resulted in a modest
        profit  after  expenses.    Griffin Group owns in excess of 10% of the
        outstanding common stock of Players.  Mr. Gallagher serves as a member
        of the Board of Directors of Players.

             Also  from time to time the Company has reimbursed Griffin Group,
        at  cost, for certain costs incurred by Griffin Group on behalf of the
        Company.    The  Company  has  also paid standard room rates for hotel
        rooms  occupied  by  Company  personnel  or  patrons of the Company at
        certain hotels owned or controlled by Griffin Group.

             Antonio  C.  Alvarez II, a shareholder of Alvarez & Marsal, Inc.,
        was  a  member  of  the  Board of Directors of GGE from September 1990
        until  the Effective Date.  In 1994 the Company paid Alvarez & Marsal,
        Inc.  $225,000  and  issued 22,500 shares (as adjusted for the Reverse
        Stock  Split)  of  GGE  Common  Stock  as  compensation  for financial
        advisory services rendered in connection with the Restructuring.

        NOTE 13 - SHOWBOAT LEASE

             The  Company  leases to a subsidiary ("ACS") of Showboat, Inc., a
        resort and casino operator, approximately 10 acres of land adjacent to
        the  Boardwalk  in  Atlantic City.  Under the 99-year net lease, lease
        payments are payable in equal monthly installments on the first day of
        each  month.    The lease payments for the lease year ending March 31,
        1996,  total $8,560,000.  The lease payments are adjusted annually, as
        of April 1, for changes in the consumer price index.







                                        - 54 -<PAGE>

             Pursuant  to  the  lease  agreement,  the  Company  is  unable to
        transfer  its  interest  in  the  lease,  other  than to an affiliate,
        without  giving ACS the opportunity to purchase such interest at terms
        no less favorable than agreed to by any other party.

             As  described  in  Note  8,  the  Showboat Notes are secured by a
        mortgage  encumbering  the  real  property  which  is  subject  to the
        Showboat  Lease, by a collateral assignment of the Showboat Lease, and
        by  a  pledge  of  any  proceeds  of  the  sale  of  such mortgage and
        collateral  assignment.    Lease payments under the Showboat Lease are
        required to be passed-through to holders of the Showboat Notes.

        NOTE 14 - RETIREMENT PLANS

             GGE  and  certain of its subsidiaries participate, and certain of
        GGE's former subsidiaries participated, in a defined contribution plan
        covering  substantially all of their non-union employees.  The Company
        makes  contributions  to  this  plan based on a percentage of eligible
        employee  contributions.    Total  pension  expense  for this plan was
        $652,000, $683,000 and $804,000 in 1995, 1994 and 1993, respectively.

             In  addition to the plan described above, union and certain other
        employees of RIH and certain former subsidiaries of GGE are covered by
        multi-employer defined benefit pension plans to which the subsidiaries
        make, or made, contributions.  The Company's pension expense for these
        plans  totaled  $881,000,  $1,066,000 and $1,392,000 in 1995, 1994 and
        1993, respectively.

        NOTE 15 - WRITE-DOWN OF NON-OPERATING REAL ESTATE

             The  Company  owns  various non-operating sites in Atlantic City,
        New Jersey, which are available for sale.  Certain of these properties
        could  be developed while others are designated as wetlands.  In 1994,
        based  on  a  study  of  these properties, the Company determined that
        write-downs totaling $20,525,000 were appropriate in order to properly
        reflect the net realizable value of these properties.

        NOTE 16 - INCOME TAXES

             In  1995  and  1994  the  Company  recorded  current  federal tax
        provisions   of  $350,000  and  $300,000,  respectively,  representing
        estimated  alternative  minimum tax ("AMT") resulting from utilization
        of  net  operating  loss  ("NOL")  carryforwards to offset the regular
        taxable  income  generated  in those years.  These current federal tax
        provisions  were  offset  by deferred federal tax benefits of the same
        amounts resulting from the carryforward of AMT credits generated.

             In  1995,  taxable  income was generated by recurring operations.
        In 1994, however, the taxable income was largely generated by the sale
        of  the  Paradise  Island  operations.  Though this sale resulted in a
        $72,463,000  loss  for  book purposes, the tax bases of the assets and
        equity  sold  were  significantly  less than the book bases.  The NOLs
        utilized  were  available  to  the Company under the provisions of the
        Internal Revenue Code for gains existing as of the date of change in






                                        - 55 -<PAGE>

        ownership.    The gain on the exchange of the Series Notes in 1994 was
        excludable  from  the  Company's  federal  taxable  income because the
        exchange  occurred  pursuant  to  a  plan  confirmed by the Bankruptcy
        Court.

             In  1993, NOLs were generated for federal tax purposes, therefore
        no current federal tax provision was recorded in that year.  In August
        1993 tax law changes were enacted which resulted in an increase in the
        Company's  federal  income  tax  rate.    The  increase  resulted in a
        $1,000,000 increase in the Company's deferred income tax liability and
        a deferred income tax provision of the same amount.

             No  state tax provision was recorded in 1995, 1994 or 1993 due to
        the utilization of state NOL carryforwards in states where the Company
        generated taxable income.

             Deferred  income  taxes  reflect the net tax effects of temporary
        differences between the carrying amounts of assets and liabilities for
        financial  reporting  purposes  and  the  amounts  used for income tax
        purposes.    Significant  components  of  the  Company's  deferred tax
        liabilities and assets as of December 31 were as follows:

        (In Thousands of Dollars)                    1995           1994

        Deferred tax liabilities:
          Basis differences on land held for
           investment, development or resale      $ (32,700)     $ (32,700)
          Basis differences on property and 
           equipment                                (20,900)       (20,700)
          Other                                      (3,100)        (2,800)
            Total deferred tax liabilities          (56,700)       (56,200)

        Deferred tax assets:
          NOL carryforwards                         197,000        195,800
          Basis differences on land held for
           investment, development or resale         16,000         16,000
          Book reserves not yet deductible 
           for tax                                   14,350         12,900
          Basis differences on debt                   8,400         10,000
          Tax credit carryforwards                    1,000          3,100
          Other                                       4,700          5,900
            Total deferred tax assets               241,450        243,700

          Valuation allowance for deferred
           tax assets                              (238,100)      (241,200)
            Deferred tax assets, net of
             valuation allowance                      3,350          2,500

        Net deferred tax liabilities              $ (53,350)     $ (53,700)



             The  effective  income  tax  rate  on  the earnings (loss) before
        income taxes and extraordinary items varies from the statutory federal
        income tax rate as a result of the following factors:





                                        - 56 -<PAGE>

                                            1995       1994       1993

        Statutory federal income tax
         rate                               35.0%     (35.0%)    (35.0%)

        NOL carryforwards utilized         (23.9%)

        NOLs for which no tax 
         benefit was recognized                        37.2%      34.7%

        Deferred income tax benefit
         of temporary differences          (13.7%)

        Other, including impact of
         increase in tax rate in 1993        2.6%      (2.2%)      1.3%

        Effective tax rate                   0.0%       0.0%       1.0%



             For federal income tax purposes the Company had NOL carryforwards
        of  approximately  $562,000,000 at December 31, 1995.  Of this amount,
        approximately  $185,000,000  is  not  limited  as  to use.  Due to the
        change   of  ownership  of  GGE  in  1990,  the  balance  of  the  NOL
        carryforwards  (the  "Pre-Change NOLs") is limited in its availability
        to  offset future taxable income of the Company.  As a result of these
        limitations,  all  but  approximately  $78,000,000 of these Pre-Change
        NOLs  are  expected  to  expire  unutilized.    The  unrestricted NOLs
        combined  with  that  portion of the restricted NOLs which the Company
        believes will become available to the Company for utilization in spite
        of  the  limitations  total    $263,000,000  and  expire  as  follows:
        $22,000,000  in  2004,  $128,000,000  in  2005,  $23,000,000  in 2006,
        $31,000,000 in 2007, $58,000,000 in 2008 and $1,000,000 in 2009.

             Also  at  December  31,  1995, the Company had federal income tax
        credit  carryforwards of approximately $400,000, which expire $100,000
        per  year  between  2006  and  2009,  and  federal  AMT tax credits of
        approximately $600,000, which carry forward indefinitely.

             At  December  31, 1995, RIH had approximately $125,000,000 of NOL
        carryforwards  in  New Jersey which expire as follows:  $13,000,000 in
        1996, $111,000,000 in 1997 and $1,000,000 in 2001.

             T h e    source  of  earnings  (loss)  before  income  taxes  and
        extraordinary items was as follows:

        (In Thousands of Dollars)            1995       1994        1993

        U.S. source earnings (loss)        $15,899   $(106,487)  $ (81,542)
        Foreign source earnings (loss)                   7,596     (19,622)

        Earnings (loss) before income
         taxes and extraordinary items     $15,899   $ (98,891)  $(101,164)







                                        - 57 -<PAGE>

        NOTE 17 - 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)            1995       1994        1993

        Reconciliation of net earnings
         (loss) to net cash provided
         by operating activities:
          Net earnings (loss)              $15,899   $  91,117   $(102,164)
          Adjustments to reconcile net
           earnings (loss) to net cash
           provided by operating
           activities:
            Extraordinary items                       (190,008)
            Loss on SIHL Sale                           72,463
            Write-down of non-operating
             real estate                                20,525
            Depreciation                    13,452      17,250      27,924
            Amortization (principally
             debt discounts)                 3,979      15,046      51,254
            Interest expense settled by
             issuance of long-term debt                             40,268
            Provision for doubtful
             receivables                       925       1,212       2,889
            Provision for discount on
             CRDA obligations, net of
             amortization                    1,561       1,456       1,538
            Deferred tax provision
             (benefit)                        (350)       (300)      1,000
            Recapitalization costs                       5,232       8,789
            Proceeds from Litigation
             Trust                                      (2,542)
            Net loss on asset
             dispositions                       36         107         220
            Net (increase) decrease in
             receivables                    (2,579)       (913)      2,236
            Net (increase) decrease in
             inventories and prepaid
             expenses                        2,056       3,967        (849)
            Net (increase) decrease in
             deferred charges and other
             assets                            215       1,073        (416)
            Net increase in accounts
             payable and accrued 
             liabilities                       374      14,463      11,327

          Net cash provided by
           operating activities            $35,568   $  50,148   $  44,016









                                        - 58 -<PAGE>

        (In Thousands of Dollars)            1995       1994        1993

        Non-cash investing and
         financing transactions:

          Exchange of real estate in
           Atlantic City (at carrying
           value of property exchanged)     $1,501

          Exchange of Series Notes for:
            Mortgage Notes and Junior
             Mortgage Notes (at
             estimated market value)                  $135,300
            SIHL Shares (at estimated
             market value)                              60,000
            GGE Common Stock (at
             estimated market value)                    24,415
            Other liabilities                              125

          Exchange of Griffin Note for
           Group Note                                              $7,523

          Reduction in Group Note
           applied to prepaid services                   2,310      2,205

          Issuance of GGE Common Stock
           for prepaid services                          2,060

          Issuance of GGE Common Stock
           in settlement of certain
           recapitalization costs                          865

          Increase in liabilities for
           additions to property and
           equipment and other assets                       80        632

          Reclassifications to other
           assets from receivables
           and property and equipment                                 450



        NOTE 18 - COMMITMENTS AND CONTINGENCIES

        CRDA

             Certain  issues have been raised by the CRDA and the State of New
        Jersey  Department  of  the  Treasury  (the "Treasury") concerning the
        satisfaction  of  RIH  s  investment  obligations  for  the years 1979
        through  1983  (see Note 6).  These matters were dormant for some time
        until  late  1995,  when  the Company was contacted by the CRDA.  In a
        recent meeting with CRDA representatives the Company was informed that
        it  would  be hearing from the Treasury in the near future regarding a
        resolution   of  these  matters.    If  these  issues  are  determined
        adversely, RIH could be required to pay the relevant amount in cash to
        the CRDA.  However,




                                        - 59 -<PAGE>

        management  believes  a  negotiated  settlement  with an insignificant
        monetary cost to the Company is probable.

        Litigation

             GGE  and  certain  of  its subsidiaries are defendants in certain
        litigation.    In  the  opinion  of  management,  based upon advice of
        counsel, the aggregate liability, if any, arising from such litigation
        will  not  have  a  material  adverse  effect  on  the  accompanying
        consolidated financial statements.

        NOTE 19 - GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION

             Schedules of geographic and business segment information relating
        to  (i)  revenues,  (ii)  contribution to consolidated earnings (loss)
        before  income  taxes  and  extraordinary items and (iii) identifiable
        assets,  depreciation  and  capital additions are included in "ITEM 7.
        MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
        RESULTS OF OPERATIONS. 









































                                        - 60 -<PAGE>

                                                                    SCHEDULE I

                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                                     (Registrant)
                                    BALANCE SHEETS
                               (In Thousands of Dollars)


                                                        December 31,     
        Assets                                      1995           1994

        Current assets:
          Cash (including cash equivalents
           of $13,181 and $8,625)                 $ 13,183       $  8,627
          Restricted cash equivalents                3,612          5,388
          Receivables                                  977            277
          Prepaid expenses                             464            965
            Total current assets                    18,236         15,257

        Land held for investment,
         development or resale                      93,795         86,641

        Property and equipment, net of
         accumulated depreciation of $153
         and $118                                    1,358          1,366

        Deferred charges and other assets              315

        Net advances to subsidiaries                23,356         43,008

        Investments in subsidiaries, at
         cost plus equity in earnings               22,666         (3,417)

                                                  $159,726       $142,855




        See Notes to Financial Statements.





















                                        - 61 -<PAGE>

                                                                    SCHEDULE I

                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                                     (Registrant)
                                    BALANCE SHEETS
                      (In Thousands of Dollars, except par value)


        Liabilities and Shareholders'                    December 31,     
         Equity                                      1995           1994

        Current liabilities - accounts
         payable and accrued liabilities          $   9,703      $  11,375
            
        Long-term debt, net of unamortized
         discount                                    89,676         87,149

        Deferred income taxes                        34,400         34,300

        Commitments and contingencies (Note F)

        Shareholders' equity:
          GGE Common Stock - 7,941,035 and 
           7,938,835 shares outstanding -
           $.01 par value                                79            397
          Class B Stock - 35,000 shares
           outstanding - $.01 par value
          Capital in excess of par                  129,572        129,237
          Accumulated deficit                      (103,704)      (119,603)
            Total shareholders  equity               25,947         10,031

                                                  $ 159,726      $ 142,855




        See Notes to Financial Statements. 























                                        - 62 -<PAGE>

                                                                   SCHEDULE I

                                 GRIFFIN GAMING & ENTERTAINMENT, INC.
                                             (Registrant)
                                       STATEMENTS OF OPERATIONS
                                       (In Thousands of Dollars)


                                            For the Year Ended December 31,
                                              1995          1994          1993

         Revenues:
           Management fees charged
            subsidiaries                   $ 9,651      $  11,053     $  13,546
           Real estate related and other
            revenues                         9,311          9,143         8,383
                                            18,962         20,196        21,929

         Expenses:
           Real estate related                 884          1,785         1,278
           Corporate expense                 2,343          4,609         9,403
           Depreciation                         37             51            89
           Write-down of non-operating
            real estate                                    12,775
           Loss on SIHL Sale                               74,019              
                                             3,264         93,239        10,770

         Earnings (loss) from operations    15,698        (73,043)       11,159
         Other income (deductions):
           Interest income                   1,132          1,032         1,909
           Interest expense                 (8,578)       (24,404)      (57,000)
           Amortization of debt discounts   (2,527)       (14,289)      (51,203)
           Recapitalization costs                          (1,236)       (2,727)
           Proceeds from Litigation Trust                     847              
         Earnings (loss) before equity in
          net earnings (loss) of
          subsidiaries, registrant income
          taxes and extraordinary item       5,725       (111,093)      (97,862)
         Equity in net earnings (loss) of 
          subsidiaries                      10,174         16,195        (3,704)
         Earnings (loss) before
          registrant income taxes and
          extraordinary item                15,899        (94,898)     (101,566)
         Income tax benefit (expense)                          15          (598)
         Earnings (loss) before
          extraordinary item                15,899        (94,883)     (102,164)
         Extraordinary item                               186,000              
         Net earnings (loss)               $15,899      $  91,117     $(102,164)



         See Notes to Financial Statements.








                                                - 63 -<PAGE>

            <TABLE>                                                                                              SCHEDULE I
                                                  GRIFFIN GAMING & ENTERTAINMENT, INC.
                                                              (Registrant)
                                                        STATEMENTS OF CASH FLOWS
                                                       (In Thousands of Dollars)

            <CAPTION>                                                             For the Year Ended December 31,   
                                                                                1995            1994          1993
            <S>                                                               <C>            <C>            <C>
            Cash flows from operating activities:
              Cash received from customers                                    $ 9,311        $   8,609      $  8,383
              Management fees from subsidiaries                                 9,651           11,053        13,546
              Cash paid to suppliers and employees                             (5,485)          (8,015)      (11,429)
              Cash flow from operations before interest and income taxes       13,477           11,647        10,500
              Interest received                                                 1,124            1,306         2,562
              Interest paid                                                    (8,477)          (8,250)       (8,199)
              Income taxes refunded (paid) and received from (paid to)
               subsidiaries                                                        97             (711)          308
                Net cash provided by operating activities                       6,221            3,992         5,171

            Cash flows from investing activities:
              Cash proceeds from SIHL Sale                                                      70,147
              Purchase of land held for investment, development or resale      (6,154)
              Proceeds from sales of land held for investment,
               development or resale                                                               534
              Payments for property and equipment                                 (47)             (36)         (107)
              Repayments from (advances to) subsidiaries                        2,743            1,632        (7,909)
                Net cash provided by (used in) investing activities            (3,458)          72,277        (8,016)

            Cash flows from financing activities:
              Cash (including cash proceeds of SIHL Sale) distributed to
               noteholders                                                                    (103,434)
              Dividends received from subsidiary                                                12,262
              Payments of recapitalization costs                                                (4,742)       (2,270)
              Collection of note receivable from related party                                   3,008         3,477
              Proceeds from Litigation Trust                                                       847              
              Proceeds from exercise of stock options                              17                               
                Net cash provided by (used in) financing activities                17          (92,059)        1,207

            Net increase (decrease) in cash and cash equivalents                2,780          (15,790)       (1,638)
            Cash and cash equivalents at beginning of period                   14,015           29,805        31,443

            Cash and cash equivalents at end of period                        $16,795        $  14,015      $ 29,805


            See Notes to Financial Statements./TABLE
<PAGE>

                                                                     SCHEDULE I

                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                                     (Registrant)
                             NOTES TO FINANCIAL STATEMENTS


        Note A - General

             The   Notes  to  Consolidated  Financial  Statements  contained
        elsewhere  in  this  report  are  an integral part of the registrant's
        financial statements and should be read in conjunction therewith.

        Note B - 1994 Restructuring

             See  Note  2  of Notes to Consolidated Financial Statements for a
        description of the Restructuring.

        Note C - Long-term Debt

             The  Showboat  Notes described in Note 8 of Notes to Consolidated
        Financial  Statements  are  the  registrant's  only  long-term  debt
        outstanding  at  December  31,  1995.    The principal amount of these
        notes, $105,333,000, is due in the year 2000.

             If  the  Senior  Facility  Notes  described in Note 9 of Notes to
        Consolidated  Financial Statements are issued, they will be guaranteed
        by the registrant.

        Note D - Class B Redeemable Common Stock

             See  Note  10 of Notes to Consolidated Financial Statements for a
        description of the registrant s Class B Stock.

        Note E - Dividends

             In  May  1994,  as  part  of  the  Restructuring,  the registrant
        received  cash  dividends  totalling  $12,262,000 from subsidiaries in
        order  for  the registrant to make certain distributions called for by
        the plan of reorganization.

             As  described  in  Note  8  of  Notes  to  Consolidated Financial
        Statements,  the  Indentures  for  the  Mortgage  Notes and the Junior
        Mortgage   Notes  contain  certain  restrictions  on  the  payment  of
        dividends or other distributions by RIH and its subsidiaries.

        Note F - Commitments and Contingencies

             The  registrant  is  a  defendant  in certain litigation.  In the
        opinion  of  management,  based  upon advice of counsel, the aggregate
        liability,  if  any,  arising  from  such  litigation  will not have a
        material adverse effect on the accompanying financial statements.








                                        - 65 -<PAGE>

          <TABLE>                                                                           SCHEDULE II
                                      GRIFFIN GAMING & ENTERTAINMENT, INC.
                                               VALUATION ACCOUNTS
                                            (In Thousands of Dollars)

          <CAPTION>
                                           Balance at  Additions                             Balance at
                                           beginning   charged to               Deductions     end of
                                           of period    expenses    SIHL Sale       (A)        period  
          <S>                               <C>         <C>         <C>          <C>          <C>
          For the year ended December 31, 1995:

          Allowance for doubtful receivables:
            Gaming                          $3,819      $  902                   $(1,202)     $3,519
            Other                               82          23                       (54)         51
                                            $3,901      $  925                   $(1,256)     $3,570


          For the year ended December 31, 1994:

          Allowance for doubtful receivables:
            Gaming                          $6,598      $  846      $(2,248)     $(1,377)     $3,819
            Other                            1,276         366       (1,511)         (49)         82
                                            $7,874      $1,212      $(3,759)     $(1,426)     $3,901


          For the year ended December 31, 1993:

          Allowance for doubtful receivables:
            Gaming                          $6,952      $2,336                   $(2,690)     $6,598
            Other                            1,212         553                      (489)      1,276
                                            $8,164      $2,889                   $(3,179)     $7,874





          (A)  Write-off of uncollectible accounts, net of recoveries.
          /TABLE
<PAGE>

      <TABLE>
      SELECTED QUARTERLY FINANCIAL DATA  (Unaudited)
      (In Thousands of Dollars, except per share data)

      The table below reflects selected quarterly financial data for the years 1995 and 1994.


                                             1995                                  1994                 
      For the Quarter         First     Second   Third     Fourth   First     Second    Third    Fourth
      <S>                    <C>       <C>      <C>       <C>      <C>       <C>       <C>      <C>
      Operating revenues
       (Note A)              $69,761   $76,700  $85,602   $69,677  $111,872  $ 90,816  $79,760  $70,568

      Earnings (loss) from
       operations (Note A)   $ 6,155   $12,182  $16,755   $ 6,586  $  8,112  $(79,764) $15,056  $ 8,026
      Recapitalization
       costs (Note B)                                                (4,382)   (5,406)   1,300    3,256
      Proceeds from
       Litigation Trust
       (Note C)                                                       2,542
      Other income
       (deductions), net
       (Note D)               (6,135)   (6,486)  (6,595)   (6,563)  (30,006)   (5,184)  (6,571)  (5,870)

      Earnings (loss) before
       extraordinary items        20     5,696   10,160        23   (23,734)  (90,354)   9,785    5,412
      Extraordinary items 
       (Notes B and E)                                                        187,300   (1,300)   4,008

      Net earnings (loss)    $    20   $ 5,696  $10,160   $    23  $(23,734) $ 96,946  $ 8,485  $ 9,420

      Per share data -
       primary (Note F):
        Earnings (loss)
         before extraordinary
         items               $    -0-  $   .65  $  1.16   $    -0- $  (5.89) $ (14.31) $  1.25  $   .68
        Extraordinary items                                                     29.66     (.16)     .51
        Net earnings (loss)  $    -0-  $   .65  $  1.16   $    -0- $  (5.89) $  15.35  $  1.09  $  1.19

      Per share data - fully
       diluted (Note F):
        Net earnings                   $   .65  $  1.16   $    -0-



      /TABLE
<PAGE>

         Notes to Selected Quarterly Financial Data

        Note A: The  Company's Paradise Island operations were disposed of on
        May 3, 1994, through the SIHL Sale, as part of the Restructuring.  The
        loss from operations for the second quarter of 1994 includes a loss of
        $73,108,000  on  the SIHL Sale and a $20,525,000 charge for the write-
        down  of  non-operating  real  estate in Atlantic City.  Earnings from
        operations for the fourth quarter of 1994 includes a credit adjustment
        of  $645,000 to the loss on SIHL Sale.  See Notes 2 and 15 of Notes to
        Consolidated Financial Statements.

        Note  B:In  October  1994,  after  settlement  of  the  majority  of
        recapitalization  costs  and  updating estimates of unbilled costs and
        costs  still  to  be  incurred,  the  Company determined that the cash
        balance required to pay such costs was $1,300,000 less than originally
        anticipated.    This  determination  resulted  in  the  $1,300,000
        reclassification  from  recapitalization  costs to extraordinary items
        reported  in the third quarter of 1994.  Recapitalization costs in the
        fourth  quarter  of 1994 represent credits resulting from the reversal
        of  restructuring  reserves  provided in connection with the Company's
        1990 plan of reorganization.

        Note C: Proceeds from Litigation Trust represents cash distributed to
        the  Company from a litigation trust established under a previous plan
        of reorganization to pursue certain claims against a former affiliate.

        Note D: Includes  interest  income, interest expense and amortization
        of debt discounts.

        Note E: See  Notes  2  and  8  of  Notes  to  Consolidated  Financial
        Statements.

        Note F: Per  share data for the four quarters of 1995 and 1994 do not
        add  to  the total reported for the year due to changes in the average
        number of shares and equivalents outstanding during the year.

                Per  share  data  have  been  restated  to give effect to the
        Reverse  Stock  Split  described  in  Note 10 of Notes to Consolidated
        Financial Statements.





















                                        - 68 -<PAGE>

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

             None.


                                       PART III


        ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

             The information called for by this item with respect to directors
        is  incorporated  by  reference  to  the registrant's definitive proxy
        statement  which  is  to be filed pursuant to Regulation 14A under the
        Securities  Exchange  Act of 1934 in connection with GGE's 1996 annual
        meeting of shareholders.       

             The executive officers of GGE are:
                                                               Executive
                                                                Officer
          Name                                       Age         Since  

          Merv Griffin                               70          1988
           Chairman of the Board of Directors

          Thomas E. Gallagher                        51          1995
           President and Chief Executive Officer

          Matthew B. Kearney                         56          1982
           Executive Vice President - Finance,
           Chief Financial Officer and Treasurer

          David G. Bowden                            55          1979
           Vice President - Controller, Chief
           Accounting Officer, Secretary 
           and Assistant Treasurer
                               
        GGE's officers serve at the pleasure of the Board of Directors.

        Business Experience

             The  principal  occupations  and business experience for the last
        five years or more of the executive officers of GGE are as follows:
             
             Merv  Griffin    -    Chairman of the Board of GGE since November
             1988;  Chairman  of  Griffco  Resorts Holding, Inc. ("Griffco," a
             company which through September 1990 was owned by Mr. Griffin and
             from  November 1988 through September 1990 was GGE's parent) from
             its  incorporation  in  May  1986 to September 1990; President of
             Griffco  from  September  1988  to  September  1990;  Chairman of
             Griffin Group since its incorporation in September 1988; Chairman
             of    J anuary  Enterprises,  Inc.  ("January  Enterprises"),  a
             television  production and holding company doing business as Merv
             Griffin  Enterprises,  from 1964 to May 1986, and Chief Executive
             Officer from 1964 to





                                        - 69 -<PAGE>

        March  1994; director of Hollywood Park Operating Company from 1987 to
        June  1991;  television  and  radio  producer since 1945.  Mr. Griffin
        created  and produced the nationally syndicated television game shows,
        "Wheel  of  Fortune"  and "Jeopardy."  For 21 years, through 1986, Mr.
        Griffin  hosted  "The Merv Griffin Show," a nationally syndicated talk
        show.   In 1986, Mr. Griffin sold January Enterprises to The Coca Cola
        Company,  but  he  continues to act as Executive Producer of "Wheel of
        Fortune"  and  "Jeopardy,"  now  owned by Sony Pictures Entertainment,
        Inc.

             Thomas  E.  Gallagher  -  Director  of  GGE  since  October 1993;
             President  and  Chief  Executive  Officer  of GGE since May 1995;
             President  and  Chief  Executive  Officer  of Griffin Group since
             April  1992;  a director of Players International, Inc., a gaming
             company,  since  December  1992.  For the preceding 15 years, Mr.
             Gallagher  was  a  partner  of  the  law  firm  of Gibson, Dunn &
             Crutcher.

             Matthew  B.  Kearney  - Executive Vice President - Finance of GGE
             since  September 1993; Chief Financial Officer of GGE since 1982;
             Treasurer  of  GGE since May 1993; Office of the President of GGE
             from November 1993 to March 1995; Vice President - Finance of GGE
             from 1982 through September 1993. 

             David   G.  Bowden  -  Vice  President  -  Controller  and  Chief
             Accounting  Officer  of  GGE  since  1979; Secretary of GGE since
             August 1994.


        ITEM 11.  EXECUTIVE COMPENSATION

             The  information  called  for  by  this  item  is incorporated by
        reference  to  the registrant's definitive proxy statement which is to
        be  filed pursuant to Regulation 14A under the Securities Exchange Act
        of 1934 in connection with GGE's 1996 annual meeting of shareholders.


        ITEM  12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
        MANAGEMENT

             The  information  called  for  by  this  item  is incorporated by
        reference  to  the registrant's definitive proxy statement which is to
        be  filed pursuant to Regulation 14A under the Securities Exchange Act
        of 1934 in connection with GGE's 1996 annual meeting of shareholders.

        ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

             The  information  called  for  by  this  item  is incorporated by
        reference  to  the registrant's definitive proxy statement which is to
        be  filed pursuant to Regulation 14A under the Securities Exchange Act
        of 1934 in connection with GGE's 1996 annual meeting of shareholders.









                                        - 70 -<PAGE>

                                        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.   The  index  of  financial  statement schedules required herein is
             incorporated  by  reference  to "ITEM 8. FINANCIAL STATEMENTS AND
             SUPPLEMENTARY  DATA."  Financial statement schedules not included
             have  been  omitted because they are either not applicable or the
             required  information  is  shown  in  the  consolidated financial
             statements or notes thereto.

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

        Exhibit
        Numbers     Exhibit

        (2)         Plan  of  Reorganization.   (Incorporated by reference to
                    Appendix  A  of  the  Information  Statement/Prospectus
                    included  in registrant's Form S-4 Registration Statement
                    in File No. 33-50733.)

        (3)(a)(1)   Form of Amended and Restated Certificate of Incorporation
                    of  GGE.    (Incorporated by reference to Exhibit 3.01 to
                    registrant's  Form S-1 Registration Statement in File No.
                    33-53371.)

        (3)(a)(2)   Form  of Amendment to Amended and Restated Certificate of
                    Incorporation.    (Incorporated by reference to Exhibit A
                    to  registrant  s Definitive Proxy Statement filed on May
                    23, 1995 on Schedule 14A in File No. 1-4748.)

        (3)(b)      Form    of  Amended  and  Restated  By-Laws  of  GGE.
                    (Incorporated   by   reference   to   Exhibit   3.02   to
                    registrant's  Form S-1 Registration Statement in File No.
                    33-53371.)

        (4)(a)      See  Exhibits  (3)(a)(1),  (3)(a)(2) and (3)(b) as to the
                    rights of holders of registrant's common stock.

        (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.)





                                        - 71 -<PAGE>

        (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.)

        (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)(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.)






                                        - 72 -<PAGE>

        (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.)

        (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)(d)      Indenture  dated  as  of  September 14, 1990, between the
                    registrant  and  The  Bank  of New York, as Trustee, with
                    respect   to  registrant's  First  Mortgage  Non-Recourse
                    Pass-Through  Notes  due  June 30, 2000, with Exhibits as
                    executed.    (Incorporated by reference to Exhibit (4)(b)
                    to  registrant's  Form  10-Q  Quarterly  Report  for  the
                    quarter ended September 30, 1990, in File No. 1-4748.)





                                        - 73 -<PAGE>

        (4)(e)      Form of Warrant issued to Atlantic Resorts Holdings, Inc.
                    for  746,695  shares,  to Thomas E. Gallagher for 140,006
                    shares and to Lawrence Cohen for 46,669 shares.

        (4)(f)*     Resorts   International,  Inc.  Senior  Management  Stock
                    Option  Plan.   (Incorporated by reference to Exhibit 8.5
                    to  Exhibit  35 to registrant's Form 8 Amendment No. 1 to
                    its  Form  8-K  Current  Report dated August 30, 1990, in
                    File No. 1-4748.)

        (4)(g)*     Resorts  International,  Inc.  1994 Stock Option Plan (as
                    amended on June 27, 1995).  (Incorporated by reference to
                    Exhibit (4)(b) to registrant s Form 10-Q Quarterly Report
                    for the quarter ended June 30, 1995, in File No. 1-4748.)

        (10)(a)(1)  Lease  Agreement,  dated  October  26,  1983, between the
                    registrant  and  Ocean  Showboat,  Inc.  (Incorporated by
                    reference to Exhibit (10)(c)(i) to registrant's Form 10-K
                    Annual  Report  for  the  fiscal  year ended December 31,
                    1986, in File No. 1-4748.)

        (10)(a)(2)  First   Amendment,  dated  January  15,  1985,  to  Lease
                    Agreement, dated October 26, 1983, between the registrant
                    and Atlantic City Showboat, Inc. (assignee from affiliate
                    - Ocean Showboat, Inc.).

        (10)(a)(3)  Second and Third Amendments, dated July 5 and October 28,
                    1985, respectively, to Lease Agreement, dated October 26,
                    1983,  between the registrant and Atlantic City Showboat,
                    Inc.   (Incorporated by reference to Exhibit (10)(c)(iii)
                    to  registrant's  Form  10-K Annual Report for the fiscal
                    year ended December 31, 1985, in File No. 1-4748.)

        (10)(a)(4)  Restated Third Amendment, dated August 28, 1986, to Lease
                    Agreement, dated October 26, 1983, between the registrant
                    and  Atlantic  City  Showboat,  Inc.    (Incorporated  by
                    reference  to  Exhibit  (10)(c)(iv)  to registrant's Form
                    10-K Annual Report for the fiscal year ended December 31,
                    1986, in File No. 1-4748.)

        (10)(a)(5)  Fourth  Amendment,  dated  December  16,  1986,  to Lease
                    Agreement, dated October 26, 1983, between the registrant
                    and  Atlantic  City  Showboat,  Inc.    (Incorporated  by
                    reference to Exhibit (10)(c)(v) to registrant's Form 10-K
                    Annual  Report  for  the  fiscal  year ended December 31,
                    1986, in File No. 1-4748.)

        (10)(a)(6)  Fifth Amendment, dated February 1987, to Lease Agreement,
                    dated  October  26,  1983,  between  the  registrant  and
                    Atlantic  City Showboat, Inc.  (Incorporated by reference
                    to  Exhibit  (10)(c)(vi) to registrant's Form 10-K Annual
                    Report  for  the  fiscal year ended December 31, 1986, in
                    File No. 1-4748.)







                                        - 74 -<PAGE>

        (10)(a)(7)  Sixth  Amendment,  dated  March  13,  1987,  to  Lease
                    Agreement, dated October 26, 1983, between the registrant
                    and  Atlantic  City  Showboat,  Inc.    (Incorporated  by
                    reference  to  Exhibit  (10)(c)(vii) to registrant's Form
                    10-K Annual Report for the fiscal year ended December 31,
                    1986, in File No. 1-4748.)

        (10)(a)(8)  Seventh  Amendment,  dated  October  18,  1988,  to Lease
                    Agreement, dated October 26, 1983, between the registrant
                    and  Atlantic  City  Showboat,  Inc.    (Incorporated  by
                    reference  to  Exhibit (10)(c)(viii) to registrant's Form
                    10-K Annual Report for the fiscal year ended December 31,
                    1988, in File No. 1-4748.)

        (10)(b)(1)* GGE Executive Health Plan.  (Incorporated by reference to
                    Exhibit  (10)(c)(1)  to  registrant's  Form  10-K  Annual
                    Report  for  the  fiscal year ended December 31, 1992, in
                    File No. 1-4748.)

        (10)(b)(2)* Resorts   Retirement  Savings  Plan.    (Incorporated  by
                    reference to Exhibit (10)(c)(2) to registrant's Form 10-K
                    Annual  Report  for  the  fiscal  year ended December 31,
                    1991, in File No. 1-4748.)

        (10)(c)(1)* Employment  Agreement, dated May 3, 1991, between GGE and
                    Matthew  B.  Kearney.    (Incorporated  by  reference  to
                    Exhibit  (10)(d)(3)  to  registrant's  Form  10-K  Annual
                    Report  for  the  fiscal year ended December 31, 1991, in
                    File No. 1-4748.)

        (10)(c)(2)* Amendment  to  Employment  Agreement,  dated  December 3,
                    1992,  between GGE and Matthew B. Kearney.  (Incorporated
                    by  reference  to  Exhibit 10.24 to registrant's Form S-4
                    Registration Statement in File No. 33-50733.)

        (10)(c)(3)* Second Amendment to Employment Agreement, dated September
                    24 ,    1 993,  between  GGE  and  Matthew  B.  Kearney.
                    (Incorporated  by  reference  to  Exhibit  10.25  to
                    registrant's  Form S-4 Registration Statement in File No.
                    33-50733.)

        (10)(d)(1)* Nonqualified Stock Option Agreement, dated as of June 30,
                    1995, between the registrant and Thomas E. Gallagher.

        (10)(d)(2)* Nonqualified  Stock  Option Agreement, dated as of May 3,
                    1991,  between  the  registrant  and  Matthew B. Kearney.
                    (Incorporated  by  reference  to  Exhibit  (10)(e)(3)  to
                    registrant's  Form 10-K Annual Report for the fiscal year
                    ended December 31, 1991, in File No. 1-4748.)

        (10)(d)(3)* Nonqualified  Stock  Option Agreement, dated as of August
                    1, 1994, between the registrant and Matthew B. Kearney.

        (10)(d)(4)* Nonqualified  Stock  Option Agreement, dated as of August
                    9, 1995, between the registrant and Matthew B. Kearney.





                                        - 75 -<PAGE>

        (10)(d)(5)* Nonqualified  Stock  Option Agreement, dated as of May 3,
                    1991,   between  the  registrant  and  David  G.  Bowden.
                    (Incorporated  by  reference  to  Exhibit  (10)(e)(5)  to
                    registrant's  Form 10-K Annual Report for the fiscal year
                    ended December 31, 1991, in File No. 1-4748.)

        (10)(d)(6)* Nonqualified  Stock  Option Agreement, dated as of August
                    1, 1994, between the registrant and David G. Bowden.

        (10)(e)(1)* License and Services Agreement, dated as of September 17,
                    1992, among Griffin Group, GGE and RIH.  (Incorporated by
                    reference  to  Exhibit  10.34(a) to registrant's Form S-4
                    Registration Statement in File No. 33-50733.)

        (10)(e)(2)* Form  of  Amendment  to  License  and Services Agreement,
                    dated  as of September 17, 1992, among Griffin Group, GGE
                    and  RIH.  (Incorporated by reference to Exhibit 10.34(b)
                    to  registrant's  Form S-4 Registration Statement in File
                    No. 33-50733.)

        (10)(f)     Litigation  Trust  Agreement,  dated  as of September 17,
                    1990,  among  GGE, Resorts International Financing, Inc.,
                    Griffin  Resorts  Holding  Inc.  and Griffin Resorts Inc.
                    (now  GGRI, Inc.).  (Incorporated by reference to Exhibit
                    1.46  to  Exhibit  35  to  the  Form  8  Amendment  dated
                    November  16,  1990,  to  registrant's  Form  8-K Current
                    Report dated August 30, 1990, in File No. 1-4748.)

        (10)(g)     Form  of  Intercreditor Agreement by and among RIHF, RIH,
                    GGE,  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)(h)(1)  Form  of Note Purchase Agreement dated May 3, 1994, among
                    RIHF,  GGE  and RIH, and certain funds advised or managed
                    by Fidelity Management & Research Company with respect to
                    issuance  of  Senior  Facility  Notes.   (Incorporated by
                    reference  to  Exhibit  10.65  to  Form  S-1 Registration
                    Statement in File No. 33-53371.)

        (10)(h)(2)  Revised term sheet for 11.0% Senior Secured Loan due 2002
                    with  RIHF  as  issuer.    (Incorporated  by reference to
                    Exhibit  10.54  to  registrant's  Form  S-4  Registration
                    Statement in File No. 33-50733.)

        (10)(h)(3)  Letter   agreement  dated  February  27,  1995,  amending
                    Exhibit (10)(h)(1) hereto.  (Incorporated by reference to
                    Exhibit  (10)(n)(3)  to  registrant  s  Form  10-K Annual
                    Report  for  the  fiscal year ended December 31, 1994, in
                    File No. 1-4748.)







                                        - 76 -<PAGE>

        (10)(i)     Form  of  Registration Rights Agreement dated as of April
                    29,  1994,  among  GGE,  RIHF, RIH, Fidelity Management &
                    Research  Company  and The TCW Group, Inc.  (Incorporated
                    by  reference  to  Exhibit 10.66 to Form S-1 Registration
                    Statement in File No. 33-53371.)

        (10)(j)     F o r m  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.)

        (11)        Statement re computation of per share data.

        (21)        Subsidiaries of the registrant.

        (27)        Financial data schedule.
        _________________

        *  Management contract or compensatory plan.

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

             (b)  Reports on Form 8-K

             No  Current Report on Form 8-K was filed by GGE covering an event
        during  the fourth quarter of 1995.  No amendments to previously filed
        Forms 8-K were filed during the fourth quarter of 1995.

             (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

             The  financial statement schedules required by Regulation S-X are
        incorporated  by  reference  to  "ITEM  8.    FINANCIAL STATEMENTS AND
        SUPPLEMENTARY DATA."





















                                        - 77 -<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.

                                        GRIFFIN GAMING & ENTERTAINMENT, INC.
                                                    (Registrant)


        Date:  March 8, 1996            By /s/ Merv Griffin                 
                                           Merv Griffin
                                           Chairman of the Board

             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/ Merv Griffin                          March 8, 1996
           Merv Griffin   
           Chairman of the Board

        By /s/ Thomas E. Gallagher                   March 8, 1996
           Thomas E. Gallagher
           President and Director
           (Principal Executive Officer)

        By /s/ William J. Fallon                     March 8, 1996
           William J. Fallon
           Director

        By /s/ Jay M. Green                          March 8, 1996
           Jay M. Green        
           Director

        By /s/ Charles Masson                        March 8, 1996
           Charles Masson  
           Director

        By /s/ Vincent J. Naimoli                    March 8, 1996
           Vincent J. Naimoli
           Director 

        By /s/ Matthew B. Kearney                    March 8, 1996
           Matthew B. Kearney
           Executive Vice President - Finance
           (Principal Financial Officer)

        By /s/ David G. Bowden                       March 8, 1996
           David G. Bowden
           Vice President - Controller
           (Principal Accounting Officer)






                                        - 78 -<PAGE>

                        GRIFFIN GAMING & ENTERTAINMENT, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1995

                                    EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number         Exhibit                      in Form 10-K         

         (2)            Plan of Reorganization.      Incorporated by
                                                     reference to Appendix A
                                                     of the Information
                                                     Statement/Prospectus
                                                     included in registrant s
                                                     Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.

        (3)(a)(1)      Form of Amended and           Incorporated by
                       Restated Certificate of       reference to Exhibit
                       Incorporation of GGE.         3.01 to registrant s
                                                     Form S-1 Registration
                                                     Statement in File No.
                                                     33-53371.

        (3)(a)(2)      Form of Amendment to          Incorporated by
                       Amended and Restated          reference to Exhibit A
                       Certificate of                to registrant s
                       Incorporation.                Definitive Proxy
                                                     Statement filed on May
                                                     23, 1995 on Schedule 14A
                                                     in File No. 1-4748.

        (3)(b)         Form of Amended and           Incorporated by
                       Restated By-Laws of GGE.      reference to Exhibit
                                                     3.02 to registrant s
                                                     Form S-1 Registration
                                                     Statement in File No.
                                                     33-53371.

        (4)(a)         See Exhibits (3)(a)(1),
                       (3)(a)(2) and (3)(b) as
                       to the rights of holders
                       of registrant s common
                       stock.













                                        - 79 -<PAGE>

                         GRIFFIN GAMING & ENTERTAINMENT, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1995

                                    EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (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.

        (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.







                                        - 80 -<PAGE>

                        GRIFFIN GAMING & ENTERTAINMENT, INC.

                            Form 10-K for the fiscal year
                               ended December 31, 1995

                                    EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number         Exhibit                      in Form 10-K         

         (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.

        (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)(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.





                                        - 81 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                           Form 10-K for the fiscal year
                              ended December 31, 1995

                                    EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (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.

        (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.  










                                        - 82 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                          Form 10-K for the fiscal year
                             ended December 31, 1995

                                  EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (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.

        (4)(d)         Indenture dated as of         Incorporated by
                       September 14, 1990,           reference to Exhibit
                       between the registrant        (4)(b) to registrant's
                       and The Bank of New           Form 10-Q Quarterly
                       York, as Trustee, with        Report for the quarter
                       respect to registrant's       ended September 30,
                       First Mortgage                1990, in File No.
                       Non-Recourse                  1-4748.
                       Pass-Through Notes due
                       June 30, 2000, with
                       Exhibits as executed.  

        (4)(e)         Form of Warrant issued        Pages 91 - 110.
                       to Atlantic Resorts
                       Holdings, Inc. for
                       746,695 shares, to
                       Thomas E. Gallagher for
                       140,006 shares and to
                       Lawrence Cohen for
                       46,669 shares.






                                        - 83 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                           Form 10-K for the fiscal year
                              ended December 31, 1995

                                   EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (4)(f)        Resorts International,        Incorporated by
                       Inc. Senior Management        reference to Exhibit 8.5
                       Stock Option Plan.            to Exhibit 35 to
                                                     registrant's Form 8
                                                     Amendment No. 1 to its
                                                     Form 8-K Current Report
                                                     dated August 30, 1990,
                                                     in File No. 1-4748.

        (4)(g)         Resorts International,        Incorporated by
                       Inc. 1994 Stock Option        reference to Exhibit
                       Plan (as amended on June      (4)(b) to registrant s
                       27, 1995).                    Form 10-Q Quarterly
                                                     Report for the quarter
                                                     ended June 30, 1995, in
                                                     File No. 1-4748.

        (10)(a)(1)     Lease Agreement, dated        Incorporated by
                       October 26, 1983,             reference to Exhibit
                       between the registrant        (10)(c)(i) to
                       and Ocean Showboat, Inc.      registrant's Form 10-K
                                                     Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1986, in
                                                     File No. 1-4748.

        (10)(a)(2)     First Amendment, dated        Pages 111 - 121.
                       January 15, 1985, to
                       Lease Agreement, dated
                       October 26, 1983,
                       between the registrant
                       and Atlantic City
                       Showboat, Inc. (assignee
                       from affiliate - Ocean
                       Showboat, Inc.).












                                        - 84 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                         Form 10-K for the fiscal year
                            ended December 31, 1995

                                 EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(a)(3)    Second and Third              Incorporated by
                       Amendments, dated July 5      reference to Exhibit
                       and October 28, 1985,         (10)(c)(iii) to
                       respectively, to Lease        registrant's Form 10-K
                       Agreement, dated October      Annual Report for the
                       26, 1983, between the         fiscal year ended
                       registrant and Atlantic       December 31, 1985, in
                       City Showboat, Inc.           File No. 1-4748.

        (10)(a)(4)     Restated Third                Incorporated by
                       Amendment, dated August       reference to Exhibit
                       28, 1986, to Lease            (10)(c)(iv) to
                       Agreement, dated October      registrant's Form 10-K
                       26, 1983, between the         Annual Report for the
                       registrant and Atlantic       fiscal year ended
                       City Showboat, Inc.           December 31, 1986, in
                                                     File No. 1-4748.

        (10)(a)(5)     Fourth Amendment, dated       Incorporated by
                       December 16, 1986, to         reference to Exhibit
                       Lease Agreement, dated        (10)(c)(v) to
                       October 26, 1983,             registrant's Form 10-K
                       between the registrant        Annual Report for the
                       and Atlantic City             fiscal year ended
                       Showboat, Inc.                December 31, 1986, in
                                                     File No. 1-4748.

        (10)(a)(6)     Fifth Amendment, dated        Incorporated by
                       February 1987, to Lease       reference to Exhibit
                       Agreement, dated October      (10)(c)(vi) to
                       26, 1983, between the         registrant's Form 10-K
                       registrant and Atlantic       Annual Report for the
                       City Showboat, Inc.           fiscal year ended
                                                     December 31, 1986, in
                                                     File No. 1-4748.












                                        - 85 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                         Form 10-K for the fiscal year
                            ended December 31, 1995

                                 EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(a)(7)    Sixth Amendment, dated        Incorporated by
                       March 13, 1987, to Lease      reference to Exhibit
                       Agreement, dated October      (10)(c)(vii) to
                       26, 1983, between the         registrant's Form 10-K
                       registrant and Atlantic       Annual Report for the
                       City Showboat, Inc.           fiscal year ended
                                                     December 31, 1986, in
                                                     File No. 1-4748.

        (10)(a)(8)     Seventh Amendment, dated      Incorporated by
                       October 18, 1988, to          reference to Exhibit
                       Lease Agreement, dated        (10)(c)(viii) to
                       October 26, 1983,             registrant's Form 10-K
                       between the registrant        Annual Report for the
                       and Atlantic City             fiscal year ended
                       Showboat, Inc.                December 31, 1988, in
                                                     File No. 1-4748.

        (10)(b)(1)     GGE Executive Health          Incorporated by
                       Plan.                         reference to Exhibit
                                                     (10)(c)(1) to
                                                     registrant's Form 10-K
                                                     Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1992, in
                                                     File No. 1-4748.

        (10)(b)(2)     Resorts Retirement            Incorporated by
                       Savings Plan.                 reference to Exhibit
                                                     (10)(c)(2) to
                                                     registrant's Form 10-K
                                                     Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1991, in
                                                     File No. 1-4748.












                                        - 86 -<PAGE>

                     GRIFFIN GAMING & ENTERTAINMENT, INC.

                        Form 10-K for the fiscal year
                           ended December 31, 1995

                                EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(c)(1)    Employment Agreement,         Incorporated by
                       dated May 3, 1991,            reference to Exhibit
                       between GGE and Matthew       (10)(d)(3) to
                       B. Kearney.                   registrant's Form 10-K
                                                     Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1991, in
                                                     File No. 1-4748.

        (10)(c)(2)     Amendment to Employment       Incorporated by
                       Agreement, dated              reference to Exhibit
                       December 3, 1992,             10.24 to registrant's
                       between GGE and Matthew       Form S-4 Registration
                       B. Kearney.                   Statement in File No.
                                                     33-50733.

        (10)(c)(3)     Amendment to Employment       Incorporated by
                       Agreement, dated              reference to Exhibit
                       September 24, 1993,           10.25 to registrant's
                       between GGE and Matthew       Form S-4 Registration
                       B. Kearney.                   Statement in File No.
                                                     33-50733.

        (10)(d)(1)     Nonqualified Stock            Pages 122 - 127.
                       Option Agreement, dated
                       as of June 30, 1995,
                       between the registrant
                       and Thomas E. Gallagher.

        (10)(d)(2)     Nonqualified Stock            Incorporated by
                       Option Agreement, dated       reference to Exhibit
                       as of May 3, 1991,            (10)(e)(3) to
                       between the registrant        registrant's Form 10-K
                       and Matthew B. Kearney.       Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1991, in
                                                     File No. 1-4748.

        (10)(d)(3)     Nonqualified Stock            Pages 128 - 133.
                       Option Agreement, dated
                       as of August 1, 1994,
                       between the registrant
                       and Matthew B. Kearney.




                                        - 87 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                         Form 10-K for the fiscal year
                            ended December 31, 1995

                                 EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(d)(4)    Nonqualified Stock            Pages 134 - 139.
                       Option Agreement, dated
                       as of August 9, 1995,
                       between the registrant
                       and Matthew B. Kearney.

        (10)(d)(5)     Nonqualified Stock            Incorporated by
                       Option Agreement, dated       reference to Exhibit
                       as of May 3, 1991,            (10)(e)(5) to
                       between the registrant        registrant's Form 10-K
                       and David G. Bowden.          Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1991, in
                                                     File No. 1-4748.

        (10)(d)(6)     Nonqualified Stock            Pages 140 - 144.
                       Option Agreement, dated
                       as of August 1, 1994,
                       between the registrant
                       and David G. Bowden.

        (10)(e)(1)     License and Services          Incorporated by
                       Agreement, dated as of        reference to Exhibit
                       September 17, 1992,           10.34(a) to registrant's
                       among Griffin Group, GGE      Form S-4 Registration
                       and RIH.                      Statement in File No.
                                                     33-50733.

        (10)(e)(2)     Form of Amendment to          Incorporated by
                       License and Services          reference to Exhibit
                       Agreement, dated as of        10.34(b) to registrant's
                       September 17, 1992,           Form S-4 Registration
                       among Griffin Group, GGE      Statement in File No.
                       and RIH.                      33-50733.













                                        - 88 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                         Form 10-K for the fiscal year
                            ended December 31, 1995

                                 EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(f)       Litigation Trust              Incorporated by
                       Agreement, dated as of        reference to Exhibit
                       September 17, 1990,           1.46 to Exhibit 35 to
                       among GGE, Resorts            the Form 8 Amendment
                       International Financing,      dated  November 16,
                       Inc., Griffin Resorts         1990, to registrant's
                       Holding Inc. and Griffin      Form 8-K Current Report
                       Resorts Inc. (now GGRI,       dated August 30, 1990,
                       Inc.).                        in File No. 1-4748.

        (10)(g)        Form of Intercreditor         Incorporated by
                       Agreement by and among        reference to Exhibit
                       RIHF, RIH, GGE, 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)(h)(1)     Form of Note Purchase         Incorporated by
                       Agreement dated May 3,        reference to Exhibit
                       1994, among RIHF, GGE         10.65 to Form S-1
                       and RIH, and certain          Registration Statement
                       funds advised or managed      in File No. 33-53371.
                       by Fidelity Management &
                       Research Company with
                       respect to issuance of
                       Senior Facility Notes.

        (10)(h)(2)     Revised term sheet for        Incorporated by
                       11.0% Senior Secured          reference to Exhibit
                       Loan due 2002 with RIHF       10.54 to registrant's
                       as issuer.                    Form S-4 Registration
                                                     Statement in File No.
                                                     33-50733.









                                        - 89 -<PAGE>

                      GRIFFIN GAMING & ENTERTAINMENT, INC.

                         Form 10-K for the fiscal year
                            ended December 31, 1995

                                 EXHIBIT INDEX

                                                     Reference to previous
         Exhibit                                     filing or page number
         Number        Exhibit                       in Form 10-K         

         (10)(h)(3)    Letter agreement dated        Incorporated by
                       February 27, 1995,            reference to Exhibit
                       amending Exhibit              (10)(n)(3) to
                       (10)(h)(1) hereto.            registrant s Form 10-K
                                                     Annual Report for the
                                                     fiscal year ended
                                                     December 31, 1994, in
                                                     File No. 1-4748.

        (10)(i)        Form of Registration          Incorporated by
                       Rights Agreement dated        reference to Exhibit
                       as of April 29, 1994,         10.66 to Form S-1
                       among GGE, RIHF, RIH,         Registration Statement
                       Fidelity Management &         in File No. 33-53371.
                       Research Company and The
                       TCW Group, Inc.

        (10)(j)        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.

        (11)           Statement re computation      Page 145.
                       of per share data.

        (21)           Subsidiaries of the           Page 146.
                       registrant.

        (27)           Financial data schedule.      Page 147.

















                                        - 90 -<PAGE>