EXHIBIT (10)(d)(6)



                         NONQUALIFIED STOCK OPTION AGREEMENT
                                   PURSUANT TO THE
                         GRIFFIN GAMING & ENTERTAINMENT, INC.
                                1994 STOCK OPTION PLAN


               THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of
          August  1,  1994  (the "Effective Date") between Griffin Gaming &
          Entertainment,  Inc., a Delaware corporation (the "Company"), and
           David G. Bowden   (the "Executive").



                                   R E C I T A L S


               A.   The Company has adopted the 1994 Stock Option Plan (the
          "Plan"), a copy of which is annexed hereto as Exhibit 1.

               B.   T h e  Company  desires  to  grant  the  Executive  the
          opportunity  to  acquire a proprietary interest in the Company in
          consideration  of the Executive's contribution to the success and
          progress of the Company.

               C.   In  accordance with the Plan, the Committee (as defined
          in  the  Plan)  has  as  of  the  Effective  Date  granted to the
          Executive  an  option (the "Option") to purchase shares of common
          stock,  par  value $.01 per share, of the Company (the "Shares"),
          subject  to  the  terms  and  conditions  of  the  Plan  and this
          Agreement.



                                      AGREEMENTS


               1.   Definitions.    Capitalized  terms  not  defined herein
          shall have the meanings set forth in the Plan.

               2.   Grant  of  Option.  The Company grants to the Executive
          the  right and option to purchase all or any part of an aggregate
          of  7,000  Shares (the "Option Shares"), at the purchase price of
          $5.15625 per share, on the terms and conditions set forth herein.
          This  Option  is  not  intended  to  qualify  for treatment as an
          Incentive  Stock Option within the meaning of Section 422A of the
          Internal Revenue Code of 1986, as amended (the "Code").






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               3.   Exercisability.  The Option shall become exercisable to
          the extent of one-fourth of the number of Option Shares on August
          1,  1995,  one-fourth  on August 1, 1996, one-fourth on August 1,
          1997 and one-fourth on August 1, 1998, on a cumulative basis.  In
          the event of the termination of the Executive's employment due to
          death,  disability or retirement or there is a Change of Control,
          all  of  the  Executive's options become exercisable.  During the
          period  the  Option  is  exercisable,  it may be exercised by the
          Executive as to the whole or any part thereof at any time or from
          time to time.

               4.   Expiration.   The Option shall expire upon the earliest
          to occur of:

                    (a)  the tenth anniversary of the Effective Date;

                    (b)  in  the  event  the  Executive  ceases  to  be  an
          employee   of  the  Company,  other  than  due  to  circumstances
          described  in  paragraph  (c)  or  (d),  three  months  after the
          Executive ceases to be an employee of the Company;

                    (c)  the termination of the Executive's employment with
          the  Company  if such termination is a termination by the Company
          for  cause,  in which case all rights of the Executive under this
          Agreement  shall  be  immediately  forfeited, except as to Option
          Shares already purchased;

                    (d)  the  first  anniversary  of the termination of the
          Executive's  employment  if the termination is by reason of death
          or disability.

                    For purposes of this Section 4:

                         (i)  during   the  period,  if  any,  following  a
          termination  of  the  Executive's  employment  and  prior  to the
          expiration of the Option, the Option shall be exercisable only to
          the extent exercisable on the date of such termination; and

                         (ii) employment   by  the  Company  shall  include
          employment by any subsidiary of the Company.

               5.   Assignment  or  Transfer.    The  Option  shall  not be
          assignable or transferable by the Executive other than by will or
          by  the  laws  of  descent  and  distribution,  or  pursuant to a
          qualified  domestic  relations  order  as  defined  in  the Code.
          During   the  lifetime  of  an  optionee,  the  Option  shall  be
          exercisable  only  by  the optionee or the optionee's guardian or
          legal representative.

               6.   Adjustments.    If the Company's outstanding Shares are
          increased  or  decreased  or  changed  into  or  exchanged  for a
          different  number  or kind of shares of stock or other securities
          o f   the  Company  or  another  corporation  by  reason  of  any
          consolidation,


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          m e r g e r ,     combination,    liquidation,    reorganization,
          recapitalization,  stock  dividend, stock split, split-up, split-
          off, spin-off, combination of shares, exchange of shares or other
          like  change  in  capital structure of the Company, the number of
          kind  of  shares  or interests subject to this Option and the per
          share  price  thereof shall be appropriately adjusted at the time
          of such event.  Any fractional shares or interests resulting from
          such adjustment shall be eliminated.

               7.   Exercise  of the Option.  A person electing to exercise
          this  Option  shall  deliver  to  the  Secretary of the Company a
          written  and  signed notice of such election and of the number of
          Shares  such person has elected to purchase and shall at the time
          of delivery of such notice pay for the full purchase price of the
          Shares  such  person  has  elected  to  purchase in United States
          dollars by personal check, bank draft or money order drawn to the
          order  of  the  Company (and, in any event, in an amount not less
          than  the  aggregate  par  value  of such Shares).  The Committee
          further  may,  in  its discretion, permit payment of the purchase
          price  in such form or in such manner as may be permissible under
          the Plan and under any applicable law.

               8.   Compliance with Legal Requirements.  No Shares shall be
          issued or transferred pursuant to this Agreement unless and until
          all  legal  requirements  applicable to such issuance or transfer
          have,  in  the opinion of counsel of the Company, been satisfied.
          Such  requirements  may include, but are not limited to, listing,
          registering  or  qualifying the Shares subject to the Option upon
          any  securities  exchange  or  under  any  state  or federal law,
          satisfying  any  applicable  law  relating  to  the  transfer  of
          unregistered  securities  or demonstrating the availability of an
          exemption from applicable laws, placing a legend on the shares to
          the  effect  that  they were issued in reliance upon an exemption
          from  registration  under  the Securities Act of 1933 (the "Act")
          and  may  not  transferred  other  than in reliance upon Rule 144
          promulgated   under  the  Act,  if  available,  or  upon  another
          exemption  from  the Act, or obtaining the consent or approval of
          any  governmental  regulatory  body.    The  Company  has filed a
          registration  statement  on  Form  S-8  under the Act in order to
          register Shares subject to the Plan.

                    In  connection  with  any such issuance or transfer, or
          registration,  the person acquiring Shares shall, if requested by
          the  Company,  provide information and assurances satisfactory to
          counsel  to  the  Company  with  respect  to  such matters as the
          Company   may  deem  desirable  to  assure  compliance  with  all
          applicable legal requirements.

               9.   No  Interest  in Shares Subject to Option.  Neither the
          Executive  (individually  or  as  a  member  of  a group) nor any
          beneficiary  or  other  person  claiming  under  or  through  the
          Executive  shall have any right, title, interest, or privilege in
          or  to  any  Shares  allocated or reserved for the purpose of the
          Plan or subject


                                        - 142 -<PAGE>



          to this Agreement except as to such Shares, if any, as shall have
          been  issued  to  such person upon exercise of this Option or any
          part of it.

               10.  Plan  Controls.    The Option hereby granted is subject
          to,  and  the  Company and Executive agree to be bound by, all of
          the  terms and conditions of the Plan, as the same may be amended
          from  time  to  time in accordance with the terms thereof, but no
          such  amendment  shall  be effective as to the Option without the
          Executive's  consent  insofar  as  it  may  adversely  affect the
          Executive's  rights  under  this  Agreement.  The Committee shall
          h a ve  sole  discretion  to  determine  whether  the  events  or
          conditions described in this Agreement have been satisfied and to
          make  all other interpretations, constructions and determinations
          required  under  this Agreement (except those which the Executive
          is  expressly  permitted to make), and all such determinations by
          the Committee shall be conclusive.

               11.  Not  an  Employment  Contract.  Nothing in the Plan, in
          this  Agreement or any other instrument executed pursuant thereto
          shall  confer  upon  the  Executive  any right to continue in the
          employ of the Company or shall affect the right of the Company to
          terminate the employment of the Executive with or without cause.

               12.  Governing  Law.   All rights under this Agreement shall
          be  governed  by and construed in accordance with the laws of the
          State of Delaware.

               13.        Taxes. The Committee may, in its discretion, make
          such  provisions  and take such steps as it may deem necessary or
          appropriate  for the withholding of all federal, state, local and
          other  taxes  required  by law to be withheld with respect to the
          issuance  or  exercise  of the Option, including, but not limited
          to,  deducting  the amount of any such withholding taxes from any
          other  amount  then  or  thereafter  payable to the Executive, or
          requiring the Executive to pay to the Company the amount required
          to  be  withheld  or  to  execute such documents as the Committee
          deems  necessary  or  desirable  to  enable  it  to  satisfy  its
          withholding obligations.

               14.       Notices.  All notices, requests, demands and other
          communications pursuant to this Agreement shall be in writing and
          shall  be deemed to have been duly given if personally delivered,
          telexed  or  telecopied  to, or, if mailed, when received by, the
          other  party at the following addresses (or at such other address
          as shall be given in writing by either party to the other):
                    If to the Company, to:

                    Griffin Gaming & Entertainment, Inc.
                    1133 Boardwalk
                    Atlantic City, NJ  08404
                    Attention:  The Secretary




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                    If to the Executive, to the address set
                    forth next to his signature hereto.

               15.  Effective  Date.  By execution below, this Agreement is
          entered into as of the Effective Date.


                                      GRIFFIN GAMING & ENTERTAINMENT, INC.


                                      By:  /s/ Matthew B. Kearney     
                                           Matthew B. Kearney


                                      Its:                            
                                           Executive Vice President -
                                           Finance and
                                           Chief Financial Officer


          Address for Notices:        AGREED TO AND ACCEPTED:


                              

                                      By:  /s/ David G. Bowden        






























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