EXHIBIT (4)(e)

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS
          OF ANY OTHER JURISDICTION AND HAS BEEN SOLD IN RELIANCE UPON
          EXEMPTIONS THEREUNDER.  THE SALE, PLEDGE OR OTHER TRANSFER OF
          THIS SECURITY IS RESTRICTED IN ACCORDANCE WITH THE SECURITIES ACT
          AND SUCH SECURITIES LAWS.  THE HOLDER OF THIS SECURITY AGREES
          THAT THIS SECURITY MAY NOT BE SOLD, PLEDGED OR OTHERWISE
          TRANSFERRED EXCEPT (1) TO GRIFFIN GAMING & ENTERTAINMENT, INC.
          (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
          LAWS, OR (3) IN COMPLIANCE WITH OR PURSUANT TO EXEMPTIONS FROM
          THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF THE SECURITIES
          ACT AND SECURITIES LAWS OF ANY STATE.


                                       WARRANT

                             to Purchase Common Stock of 

                         GRIFFIN GAMING & ENTERTAINMENT, INC.


          No. __


                    THIS IS TO CERTIFY THAT, for value received, ________
          ____________________ is entitled to purchase from GRIFFIN GAMING
          & ENTERTAINMENT, INC., a corporation organized under the laws of
          the State of Delaware (the "Company"), at any time or from time
          to time following the date hereof and prior to 5:00 p.m.  (New
          York City time) on May 3, 1998 (the "Expiration Date") at the
          Warrant Office (as defined in Section 2.1), at the exercise price
          stated in Section 1.6 (the "Exercise Price"), _______ duly
          authorized, validly issued, fully paid and nonassessable shares
          of Common Stock (as defined in Section 3.1(a)) and is entitled
          also to exercise the other appurtenant rights, powers and
          privileges hereinafter set forth.


                                      ARTICLE I

                                 Exercise of Warrants


                    1.1  Method of Exercise.  To exercise this Warrant in
          whole or in part, the holder hereof shall deliver to the Company,
          at any time or from time to time following the date hereof and
          prior to 5:00 p.m. (New York City time) on the Expiration Date at
          the Warrant Office, (a) a written notice, in substantially the
          form of the Subscription Notice attached as Schedule A hereto, of






                                        - 91 -<PAGE>


          such holder's election to exercise this Warrant, which notice
          shall specify the number of shares of Common Stock to be
          purchased, (b) a bank or certified check in an amount equal to
          the payment of the aggregate Exercise Price for the number of 
          shares of Common Stock being purchased and (c) this Warrant.  The
          Company shall, as promptly as practicable and in any event within
          14 days thereafter, execute and deliver or cause to be executed
          and delivered, in accordance with said notice, a certificate or
          certificates representing the aggregate number of shares of
          Common Stock specified in said notice.  The stock certificate or
          certificates so delivered shall be in denominations as may be
          specified in said notice and shall be issued in the name of such
          holder or such other name as shall be designated in said notice. 
          Such certificate or certificates shall be deemed to have been
          issued, and such holder or holders or any other person so
          designated to be named therein shall be deemed for all purposes
          to have become the holder of record of such shares of Common
          Stock, as of the date said notice, payment and Warrant is
          received by the Company as aforesaid.  If this Warrant shall have
          been exercised only in part, the Company shall, upon surrender of
          this Warrant, at the time of delivery of said certificate or
          certificates, deliver to such holder a new Warrant evidencing the
          rights of such holder to purchase the remaining shares of Common
          Stock subject to this Warrant, which new Warrant shall in all
          other respects be identical with this Warrant, or, at the request
          of such holder, appropriate notation may be made on this Warrant
          and the same returned to such holder.  The Company shall pay all
          expenses, taxes and other charges payable in connection with the
          preparation, issuance and delivery of such stock certificates or
          new Warrants, except that the holder hereof shall (i) pay and
          satisfy (or deliver funds to the Company in an amount sufficient
          to pay and satisfy) all stock transfer taxes which shall be
          payable upon the issuance of such stock certificate or
          certificates, if such stock certificates shall be registered in a
          name or names other than the name of the holder hereof, and (ii)
          pay and satisfy (or deliver funds to the Company in an amount
          sufficient to pay and satisfy) any federal, state or local
          withholding taxes payable in connection with the issuance of
          shares of Common Stock hereunder.  

                    1.2 Warrant Shares to be Fully Paid and Nonassessable.
               
          All shares of Common Stock issued upon the exercise of this
          Warrant (the "Warrant Shares") shall be validly issued, fully
          paid and nonassessable.

                    1.3 Fractional Shares.  Upon any exercise of this
          Warrant, the Company shall not issue a certificate representing
          any fraction of a share of Common Stock. In lieu of such
          issuance, the Company shall pay to the holder of this Warrant
          cash in an amount equal to the Current Market Value of a share of
          Common Stock (as defined in Section 3.1(a)) multiplied by such 






                                        - 92 -<PAGE>


          fraction.

                    1.4 Legend on Warrant Shares.  Each certificate for
          Warrant Shares shall bear a legend substantially as follows:

                    THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                    AMENDED("THE SECURITIES ACT"), OR THE SECURITIES LAWS
                    OF ANY OTHER JURISDICTION AND HAVE BEEN SOLD IN
                    RELIANCE UPON EXEMPTIONS THEREUNDER.  THE SALE, PLEDGE
                    OR OTHER TRANSFER OF SUCH SECURITIES IS RESTRICTED IN
                    ACCORDANCE WITH THE SECURITIES ACT AND SUCH SECURITIES
                    LAWS.  THE HOLDER HEREOF AGREES THAT THESE SECURITIES
                    MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
                    EXCEPT (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE
                    REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN
                    COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
                    (3) IN COMPLIANCE WITH OR PURSUANT TO EXEMPTIONS FROM
                    THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF THE
                    SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

                    Any certificate issued at any time in exchange or
          substitution for any certificate bearing such legends (except a 
          new certificate issued upon completion of a public distribution
          pursuant to a registration statement under the Securities Act of
          securities represented thereby) also shall bear such legends
          unless, in the case of the legend regarding registration under
          the Securities Act, in the opinion of counsel reasonably
          acceptable to the Company, the securities represented thereby no
          longer require such legend.

                    1.5  Acknowledgment of Continuing Obligation.  The
          Company will, at the time of any exercise of this Warrant in
          whole or in part, upon reasonable request of the holder hereof,
          acknowledge in writing its continuing obligation to the holder
          hereof in respect of any rights to which the holder shall
          continue to be entitled after such exercise in accordance with
          this Warrant; provided, however, that the failure of the holder
          hereof to make any such request shall not affect the continuing
          obligation of the Company to the holder in respect of such
          rights.

                    1.6  Exercise Price.  The price per share at which each
          share of Common Stock will be purchased upon exercise of this
          Warrant shall be $6 per share, subject to adjustment pursuant to
          ARTICLE III.  

                                      ARTICLE II

                              Warrant Office; Transfer,
                         Division or Combination of Warrants







                                        - 93 -<PAGE>


                    2.1  Warrant Office.  The Company shall maintain an
          office for certain purposes specified herein (the "Warrant
          Office"), which office shall initially be the Company's office at
          1133 Boardwalk, Atlantic City, New Jersey 08401 and may
          subsequently be such other office of the Company or of any
          transfer agent of the Common Stock as to which written notice has
          previously been given to all the holders of Warrants.

                    2.2  Ownership of Warrant.  The Company may deem and
          treat the person in whose name this Warrant is registered as the
          holder and owner hereof (notwithstanding any notations of
          ownership or writing hereon made by anyone other than the
          Company) for all purposes and shall not be affected by any notice
          to contrary.

                    2.3  Transfer of Warrants.  The Company agrees to
          maintain at the Warrant Office books for the registration of
          transfer of the Warrants.


                                     ARTICLE III

                               Anti-Dilution Provisions


                    3.1  Mandatory Adjustments.  (a) In addition to the
          terms defined elsewhere in this Warrant, as used in this Warrant,
          the following terms have the following meanings:

                    "Additional Shares of Common Stock" means all shares of
          Common Stock issued subsequent to the Effective Date other than
          (A) shares issued upon exercise of the Warrants and (B) any
          shares of Common Stock issued in connection with any Convertible
          Securities, warrants or options granted after the Effective Date
          which have an exercise or conversion price per share equal to or
          greater than the Current Market Value on the date they are
          granted.

                    "Capitalized Lease" means, with respect to any Person,
          any lease or any other agreement with respect to the use of
          property that, in accordance with GAAP, should be capitalized on
          the lessee's or user's balance sheet.

                    "Capitalized Lease Obligation" of any person means, as
          of any date as of which the amount thereof is to be determined,
          the amount of the liability capitalized in respect of a
          Capitalized Lease of such Person.

                    "Common Stock" means the common stock, par value $.01
          per share, of the Company as constituted on July 1, 1995 and any
          capital stock into which such common stock thereafter may be
          changed on one or more occasions as a result of a stock split,






                                        - 94 -<PAGE>


          stock dividend or combination or reclassification of shares, or
          through a merger, consolidation, reorganization or
          recapitalization, or by any other means, and in addition to such
          common stock also includes capital stock of the Company of any
          other class that is not preferred as to dividends or assets over
          any other class of capital stock of the Company and that is not
          subject to redemption; provided, however, that the shares of
          Common Stock receivable upon exercise of the Warrants shall
          include only shares designated as Common Stock on July 1, 1995;
          and provided, further, however, that "Common Stock" shall not
          include shares of the Company's Class B Redeemable Common Stock,
          par value $.01 per share.

                    "Convertible Securities" means Indebtedness, shares of
          stock or other securities that, with or without payment of
          additional consideration in cash or property, are convertible
          into or exchangeable for Additional Shares of Common Stock,
          either immediately or upon the arrival of a specified date or the
          happening of a specified event. 

                    "Current Market Value" of a share of Common Stock
          means, for each trading day:  (A) the closing price for Common
          Stock as reported on the American Stock Exchange; (B) if the
          Common Stock is not listed on the American Stock Exchange, the
          closing price as reported on the principal national securities
          exchange on which the Common Stock is listed; (C) if the Common
          Stock is not listed on any national securities exchange, the
          closing price in the over-the-counter market as reported on the
          NASDAQ/National Market System; or (D) if no such closing price is
          available, the fair market value as determined in good faith by
          the Board of Directors of the Company.

                    "Current Warrant Price" per share of Common Stock, as
          of any date, means the amount equal to the quotient resulting
          from dividing the Exercise Price per Stock Unit in effect on such
          date by the number of shares (including any fractional share) of
          Common Stock comprising a Stock Unit on such date.

                    "Indebtedness" of any Person means, as of any date as
          of which the amount thereof is to be determined, (i) all
          obligations of such Person that, in accordance with generally
          accepted accounting principles, would be classified on a balance
          sheet of such Person as debt or indebtedness, including all
          obligations of such Person in respect of borrowed money or
          evidenced by bonds, debentures, notes or other evidences of
          indebtedness, and (ii) in addition (A) all obligations that are
          secured by any Lien existing on property owned by such Person
          whether or not the obligations secured thereby shall have been
          assumed by such Person, (B) all Capitalized Lease Obligations of
          such Person, (C) all obligations of such Person to purchase any
          materials, supplies or other property, or to obtain the services
          of any Person, if the relevant contract or other related document






                                        - 95 -<PAGE>


          requires that payment for such materials, supplies or other
          property, or for such services, shall be made regardless of
          whether or not delivery of such materials, supplies or other
          property is ever made or tendered or such services are ever
          performed or tendered, (D) all obligations of such Person to
          advance or supply funds to, or to purchase property or services
          from, any other Person in order to maintain the working capital,
          net worth or any other balance sheet condition of such other
          Person or to pay debts dividends or expenses of such other Person
          or to assure such other Person or any third party against any
          liability or loss and (E) guarantees, endorsements and other
          contingent obligations, direct or indirect, on the part of such
          Person (other than endorsement of negotiable instruments for
          collection in the ordinary course of business) for the payment,
          discharge or satisfaction of Indebtedness of others to pay the
          same or to the owners of such indebtedness of others of the
          character described above, including any agreement, contingent or
          otherwise, to (x) purchase such indebtedness of others, (y)
          purchase or sell property or services primarily to permit the
          debtor in respect of such indebtedness of others to pay the same
          or the owner of such Indebtedness of others to avoid loss or (z)
          supply funds to or invest in any such debtor. 
            
                    "Lien" means:  (i) any interest in property (whether
          real, personal or mixed and whether tangible or intangible) that
          secures an obligation owed to, or a claim by, a Person other than
          the owner of such property, whether such interest is based on the
          common law, statute or contract, including without limitation any
          such interest arising from a Capitalized Lease, arising from a
          mortgage, charge, pledge, security agreement, conditional sale or
          trust receipt, arising by way of the right of set-off, or deposit
          in trust, or arising from a lease, consignment or bailment given
          for security purposes; (ii) any encumbrances upon such property 
          that does not secure such an obligation; and (iii) any exception
          to or defect in the title to or ownership interest in such
          property, including without limitation reservations, rights of
          entry, possibilities of reverter, encroachments, easements, right
          of way, restrictive covenants, leases, licenses and profits a
          prendre.

                    "Person" includes an individual, a corporation, an
          association, a partnership, a trust or estate, a government and
          any agency or political subdivision thereof or any other entity.

                    "Stock Unit" means one share of Common Stock until the
          occurrence of any adjustment specified in this Section 3.1 and
          thereafter means such other number of shares of Common Stock as
          may result from any one or more of such adjustments.

                    "Warrants" means the warrants, of which this Warrant is
          one, to purchase up to an aggregate of 4,666,850 shares of Common
          Stock which were originally issued by the Company on May 3, 1994,






                                        - 96 -<PAGE>


          and subsequently reduced by a one-for-five reverse stock split
          effective June 30, 1995.  The owners of the remaining Warrants
          #__ and #__ are _____________________ (_______ shares) and
          _______________________ (_______ shares), respectively.

                    (b)  If at any time or from time to time the Company
          shall (i) take a record of the holders of the Common Stock for
          the purpose of entitling them to receive a dividend payable in,
          or other distribution of, shares of Common Stock, (ii) subdivide
          the outstanding shares of Common Stock into a larger number of
          shares of Common Stock or (iii) combine the outstanding shares of
          Common Stock into a smaller number of shares of Common Stock then
          the number of shares of Common Stock thereafter constituting a
          Stock Unit shall be adjusted so as to consist of the same number
          of shares that a record holder of the number of shares of Common
          Stock constituting a Stock Unit immediately prior to the
          happening of such event would own or be entitled to receive after
          the happening of such event.

                    (c)  If at any time or from time to time the Company
          shall take a record of the holders of the Common Stock for the
          purpose of entitling them to receive any dividend or other
          distribution of (i) any evidence of Indebtedness (other than
          Convertible Securities), (ii) any share of its capital stock
          (other than Convertible Securities or Additional Shares of Common
          Stock) or any other securities or property (other than cash) or
          (iii) any warrant or other right to subscribe for or purchase any
          Indebtedness (other than Convertible Securities), any shares of
          its capital stock (other than Convertible Securities or
          Additional Shares of Common Stock) or any other securities or
          property, then the number of shares of Common Stock thereafter
          constituting a Stock Unit shall be adjusted to that number
          determined by multiplying the number of shares of Common Stock
          constituting a Stock Unit immediately prior to such adjustment by
          a fraction the numerator of which is the Current Market Value of
          a share of Common Stock at such record date and the denominator
          of which is the Current Market Value of a share of Common Stock
          less the portion of any such cash so distributable and of the
          value of such Indebtedness, shares of capital stock, other
          securities or property or warrants or other subscription or
          purchase rights so distributable that are applicable to one share
          of Common Stock.  A reclassification of the Common Stock into
          shares of Common Stock and shares of any other class of capital
          stock shall be deemed a distribution by the Company to the
          holders of the Common Stock of such shares of such other class of
          capital stock within the meaning of this Section 3.1(c) and, if
          the outstanding shares of Common Stock shall be changed into a
          larger or smaller number of shares of Common Stock as part of
          such reclassification, shall be deemed a subdivision or
          combination, as the case may be, of the outstanding shares of
          Common Stock within the meaning of Section 3.1(b).







                                        - 97 -<PAGE>


                    (d) If at any time or from time to time, except as
          provided in this Section 3.1(d), the Company shall issue or sell
          any Additional Shares of Common Stock for a consideration per
          share less than the Current Market Value per share of Common
          Stock, then the number of shares of Common Stock thereafter
          constituting a Stock Unit shall be adjusted to that number
          determined by multiplying the number of shares of Common Stock
          constituting a Stock Unit immediately prior to such adjustment by
          a fraction (i) the numerator of which is the number of shares of
          Common Stock outstanding immediately prior to the issuance of
          such Additional Shares of Common Stock, plus the number of
          Additional Shares of Common Stock deemed to be outstanding
          pursuant to Sections 3.1(e) and 3.1(f) immediately prior to the
          issuance of Additional Shares of Common Stock as contemplated by  
          this section 3.1(d) plus the number of such Additional Shares of
          Common Stock intended to be issued or sold as contemplated by
          this Section 3.1(D) (without giving effect to the adjustment then
          being made) and (ii) the denominator of which is the number of
          shares of Common Stock outstanding immediately prior to the
          issuance of such Additional Shares of Common Stock, plus the
          number of Additional Shares of Common Stock deemed to be
          outstanding pursuant to Sections 3.1(e) and 3.1(f) immediately
          prior to the issuance of Additional Shares of Common Stock as
          contemplated by this Section 3.1(d), plus the number of shares of
          Common Stock that the aggregate consideration for the total
          number of such Additional Shares of Common Stock intended to be
          issued or sold as contemplated by this Section 3.1(d) (without
          giving effect to the adjustment then being made) would purchase
          at such Current Market Value.  For the purposes of this Section
          3.1(d), the date as of which the Current Market Value and the
          Exercise Price per share of Common Stock shall be computed shall
          be the earlier of the date on which the Company enters into a
          firm contract for the issuance of such Additional Shares of
          Common Stock or the date of actual issuance of such Additional
          Shares of Common Stock.  The provisions of this Section 3.1(d)
          shall not apply to any issuance of Additional Shares of Common
          Stock for which an adjustment is provided under Section 3.1(b). 
          No adjustment of the number of shares of Common Stock
          constituting a Stock Unit shall be made under this Section 3.1(d)
          upon the issuance of any Additional Shares of Common Stock that
          are issued pursuant to the exercise of any warrants or other
          subscription or purchase rights or pursuant to the exercise of
          any conversion or exchange rights in any Convertible Securities,
          if any such adjustment previously shall have been made upon the
          issuance of such warrants or other rights or upon the issuance of
          such Convertible Securities (or upon the issuance of any warrant
          or other rights therefor) pursuant to Sections 3.1(e) or 3.1(f).

                    (e)  If at any time or from time to time the Company
          shall take a record of the holders of the Common Stock for the
          purpose of entitling them to receive a distribution of, or in any
          manner (whether directly or by assumption in a merger in which






                                        - 98 -<PAGE>


          the Company is the surviving corporation and in which the
          shareholders of the Company immediately prior to the merger
          continue to own at least 51% of the Common Stock outstanding
          immediately after the merger or otherwise) shall issue or sell
          any warrants or other rights to subscribe for or purchase any
          Additional Shares of Common Stock or any Convertible Securities,
          whether or not the rights to exercise, exchange or convert
          thereunder are immediately exercisable, and the consideration per
          share for which Additional Shares of Common Stock at any time
          thereafter may be issuable pursuant to the terms of such
          Convertible Securities shall be less than the Current Market
          Value per share of Common Stock, then the number of shares of
          Common Stock thereafter constituting a Stock Unit shall be
          adjusted as provided in Section 3.1(d) on the basis that (i) the
          maximum number of Additional Shares of Common Stock issuable
          pursuant to all such warrants or other rights or necessary to
          effect the conversion or exchange of all such Convertible
          Securities shall be deemed to have been issued and outstanding as
          of the date of the determination of the Current Market Value per
          share of Common Stock as hereinafter provided, and (ii) the
          aggregate consideration for such maximum number of Additional
          Shares of Common Stock shall be deemed to be the minimum
          consideration received or receivable by the Company for the
          issuance of such Additional Shares of Common Stock pursuant to
          the terms of such warrants, right or Convertible Securities.  For
          the purposes of this Section 3.1(e), the date as of which the
          Current Market Value per share of Common Stock shall be computed
          shall be the earliest of (x) the date on which the Company shall
          take a record of the holders of the Common Stock for the purpose
          of entitling them to receive any such warrants or other rights,
          (y) the date on which the Company shall enter into a firm
          contract for the issuance of such warrants or other rights and
          (z) the date of actual issuance of such warrants or other rights.

                    (f) If at any time or from time to time the Company
          shall take a record of the holders of Common Stock for the
          purpose of entitling them to receive a distribution of, or shall
          in any manner (whether directly or by assumption in a merger in
          which the Company is the surviving corporation and in which the
          shareholders of the Company immediately prior to the merger
          continue to own at least 51% of the Common Stock outstanding
          immediately after the merger or otherwise) issue or sell, any
          Convertible Securities, whether or not the rights to exchange or
          convert thereunder are immediately exercisable, and the
          consideration per share for which Additional Shares of Common
          Stock may at any time thereafter be issuable pursuant to the
          terms of such Convertible Securities shall be less than the
          Current Market Value per share of Common Stock, then the number
          of shares of Common Stock thereafter constituting a Stock Unit
          shall be adjusted as provided in Section 3.1(d) on the basis that
          (i) the maximum number of Additional Shares of Common Stock
          necessary to effect the conversion or exchange of all such






                                        - 99 -<PAGE>


          Convertible Securities shall be deemed to have been issued and 
          outstanding as of the date for the determination of the Current
          Market Value per share of Common Stock as hereinafter provided
          and (ii) the aggregate consideration for such maximum number of
          Additional Shares of Common Stock shall be deemed to be the
          minimum consideration received or receivable by the Company for
          the issuance of such Additional Shares of Common Stock pursuant
          to the terms of such Convertible Securities.  For the purposes of
          this Section 3.1(f), the date as of which the Current Market
          Value per share of Common Stock shall be computed shall be the
          earliest of (x) the date on which the Company shall take a record
          of the holders of Common Stock for the purpose of entitling them
          to receive any such Convertible Securities, (y) the date on which
          the Company shall enter into a firm contract for the issuance of
          such Convertible Securities and (z) the date of actual issuance
          of such Convertible Securities.  No adjustment of the number of
          shares of Common Stock constituting a Stock Unit shall be made
          under this Section 3.1(f) upon the issuance of any Convertible
          Securities that are issued pursuant to the exercise of any
          warrants or other subscription or purchase rights therefor, if
          any such adjustment shall previously have been made upon the
          issuance of such warrants or other rights pursuant to Section
          3.1(e).

                    (g)  If, at any time after any adjustment of the number
          of shares of Common Stock constituting a Stock Unit shall have
          been made pursuant to Section 3.1(e) or 3.1(f) on the basis of
          the issuance of warrants or other rights or the issuance of
          Convertible Securities, or after any new adjustments of the
          number of shares of Common Stock constituting a Stock Unit shall
          have been made pursuant to this Section 3.1(g):  (i) such
          warrants or rights or the right of conversion or exchange under
          such Convertible Securities shall expire in whole or in part and
          a portion of such warrants or rights, or the right of conversion
          or exchange in respect of a portion of such Convertible
          Securities, as the case may be, shall not have been exercised,
          or, (ii) the consideration per share, for which shares of Common
          Stock are issuable pursuant to such warrants or rights or the
          terms of such Convertible Securities, shall be increased solely
          by virtue of provisions therein contained for an automatic
          increase in such consideration per share upon the arrival of a
          specified date or the happening of a specified event, such
          previous adjustment shall be rescinded and annulled and the
          Additional Shares of Common Stock that were deemed to have been
          issued by virtue of the computation made in connection with the
          adjustment so rescinded and annulled, shall no longer be deemed
          to have been issued by virtue of such computation.  Thereupon, a
          recomputation shall be made of the effect of such rights or
          options or Convertible Securities on the basis of (i) treating
          the number of Additional Shares of Common Stock, if any,
          theretofore actually issued or issuable pursuant to the previous
          exercise of such warrants or rights or such right of conversion






                                       - 100 -<PAGE>


          or exchange under such Convertible Securities, as having been
          issued on the date or dates of such original adjustment and on
          the exact terms on which the original adjustment was made, and
          (ii) treating any such warrants or rights or any such Convertible
          Securities that then remain outstanding and exercisable,
          exchangeable or convertible into Additional Shares of Common
          Stock as having been granted or issued immediately after the time
          of such increase of the consideration per share for which shares
          of Common Stock are issuable under such warrants or rights or
          Convertible Securities; and, if and to the extent called for by
          the foregoing provisions of this Section 3.1(g) on the basis
          aforesaid, a new adjustment of the number of shares of Common
          Stock constituting a Stock Unit shall be made, which new
          adjustment shall supersede the previous adjustment so rescinded
          and annulled.  
               
                    (h)  The following provision shall be applicable to the
          making of adjustments of the number of shares of Common Stock
          constituting a Stock Unit provided for in this Section 3.1:

                         (i)  The sale or other disposition of any issued
          shares of Common Stock owned or held by or for the account of the
          Company shall be deemed an issuance thereof for the purposes of
          this Section 3.1.

                         (ii)  To the extent that any Additional Shares of
          Common Stock or any Convertible Securities or any warrants or
          other rights to subscribe for or purchase any Additional Shares
          of Common Stock or any Convertible Securities shall be issued for
          a cash consideration, the consideration received by the Company
          therefor shall be deemed to be the amount of the cash received or
          receivable by the Company therefor or, if such Additional Shares
          of Common Stock or Convertible Securities are offered by the
          Company for subscription, the subscription price or, if such
          Additional Shares of Common Stock or Convertible Securities are
          sold to underwriters or dealers for public offering without a
          subscription offering, the initial public offering price, in any
          such case excluding any amounts paid or receivable for accrued
          interest or accrued dividends, or otherwise in connection with,
          the issue thereof.  To the extent that such issuance shall be for
          a consideration other than cash, except as herein otherwise
          expressly provided, the amount of such consideration shall be
          deemed to be the fair market value of such consideration at the
          time of such issuance.  In case any Additional Shares of Common
          Stock or any Convertible Securities or any warrants or other
          rights to subscribe for or purchase such Additional Shares of
          Common Stock or Convertible Securities shall be issued in
          connection with any merger in which the Company issues any
          securities, the amount of consideration therefor shall be deemed
          to be the fair market value of such portion of the assets and
          business of the nonsurviving corporation as is determined to be
          attributable to such Additional Shares of Common Stock,






                                       - 101 -<PAGE>


          Convertible Securities, warrants or other rights, as the case may
          be, in good faith by the Board of Directors of the Company.  In
          the event of any consolidation or merger of the Company in which
          the Company is not the surviving corporation or in the event of
          any sale of all or substantially all the assets of the Company
          for stock or other securities of any corporation, the Company
          shall be deemed to have issued a number of Additional Shares of
          Common Stock or Convertible Securities of the other corporation
          computed on the basis of the actual exchange ratio on which the
          transaction was predicated and the consideration received for
          such issuance shall be equal to the fair market value on the date
          of such transaction, of such stock or securities of the other
          corporation, and if any such calculation results in adjustment in
          the number of shares of Common Stock comprising a Stock Unit
          immediately prior to such merger, consolidation or sale for
          purposes of this Section 3.1(h), such merger, consolidation or
          sale shall be deemed to have been made after giving effect to
          such adjustment.  The consideration for Additional Shares of
          Common Stock issuable pursuant to any warrants or other rights to
          subscribe for or purchase the same shall be the consideration
          received by the Company for issuing such warrants or other
          rights, plus the additional consideration payable to the Company
          upon the exercise of such warrants or other rights.  The
          consideration for any Additional Shares of Common Stock issuable
          pursuant to the terms of any Convertible Securities shall be the
          consideration received by the Company for issuing any warrants or
          other rights to subscribe for or purchase such Convertible
          Securities, plus the consideration paid or payable to the Company
          in respect of the subscription for or purchase of such
          Convertible Securities, plus the additional consideration, if
          any, payable to the Company upon the exercise of the right of
          conversion or exchange in such Convertible Securities.  In case
          of the issuance at any time of any Additional Shares of Common
          Stock or Convertible Securities in payment or satisfaction of any
          dividends upon any class of capital stock other than Common
          Stock, the Company shall be deemed to have received for such
          Additional Shares of Common Stock or Convertible Securities a
          consideration equal to the amount of such dividend so paid or
          satisfied.

                         (iii)  The adjustments required by this Section
          3.1 shall be made whenever and as often as any specified event
          requiring an adjustment shall occur, except that no adjustment of
          the number of shares of Common Stock constituting a Stock Unit
          that would otherwise be required shall be made (except in the
          case of a subdivision or combination of shares of Common Stock,
          as provided for in Section 3.1(b)) unless and until such
          adjustment either by itself or with other adjustments not
          previously made adds or subtracts at least 1/20th of a share to
          or from the number of shares of Common Stock constituting a Stock
          Unit immediately prior to the making of such adjustment.  Any
          adjustment representing a change of less than such minimum amount






                                       - 102 -<PAGE>


          (except as aforesaid) shall be carried forward and made as soon
          as such adjustment, together with other adjustments required by
          this Section 3.1 and not previously made, would result in a
          minimum adjustment.  For the purpose of any adjustment, any
          specified event shall be deemed to have occurred at the close of
          business on the date of its occurrence.

                         (iv)  In computing adjustments under this Section
          3.1, fractional interest in Common Stock shall be taken into
          account to the nearest one-thousandth of a share.

                         (v)  If the Company shall take a record of the
          holders of the Common Stock for the purpose of entitling them to
          receive a dividend or distribution or subscription or purchase
          rights and shall, thereafter and before the distribution to
          shareholders thereof, legally abandon its plan to pay or deliver
          such dividend, distribution, subscription or purchase rights,
          then thereafter no adjustment shall be required by reason of the
          taking of such record and any such adjustment previously made in
          respect thereof shall be rescinded and annulled.

                    (i)  If the Company shall reorganize its capital,
          reclassify its capital stock, merge or consolidate into another
          corporation, or sell, transfer or otherwise dispose of all or
          substantially all its property, assets or business to another
          corporation and, pursuant to the terms of such reorganization,
          reclassification, merger, consolidation or disposition of assets,
          shares of common stock of the successor or acquiring corporation
          are to be received by or distributed to the holders of shares of
          Common Stock, then the holder shall have the right thereafter to
          receive, upon exercise of this Warrant, Stock Units comprising
          the number of shares of common stock of the successor or
          acquiring corporation receivable, upon or as a result of such
          reorganization, reclassification, merger, consolidation or
          disposition of assets, by a holder of the number of shares of
          Common Stock constituting a Stock Unit immediately prior to such
          event.  If, pursuant to the terms of such reorganization,
          reclassification, merger, consolidation or disposition of assets,
          any cash, shares of stock or other securities or property of any
          nature whatsoever (including warrants or other subscription or
          purchase rights) are to be received by or distributed to the
          holders of shares of Common Stock in addition to common stock of
          the successor or acquiring corporation, there shall be a
          reduction of the Current Warrant Price per Stock Unit in an
          amount equal to the amount of any such cash and of the value of
          such shares of stock or other securities or property to be
          received by or distributed to the holders of shares of Common
          Stock applicable to the number of shares of Common Stock then
          constituting a Stock Unit.  Upon any such reorganization,
          reclassification, merger, consolidation or disposition of assets,
          the successor or acquiring corporation shall expressly assume the
          due and punctual observance and performance of the covenants and






                                       - 103 -<PAGE>


          conditions of this Warrant to be performed and observed by the
          Company, subject to such modifications as may be deemed
          appropriate (as determined by resolution of the Board of
          Directors of the Company)in order to provide for adjustments of
          Stock Units which shall be as nearly equivalent as practicable to
          the adjustments provided for in this Section 3.1(i).  For the
          purposes of this Section 3.1(i), "common stock of the successor
          or acquiring corporation" shall include stock of such corporation
          of any class that is not preferred as to dividends or assets over
          any other class of stock of such corporation and that is not
          subject to redemption and also shall include any evidences of
          indebtedness, shares of stock or other securities that are
          convertible into or exchangeable for any such stock, either
          immediately or upon the occurrence of a specified date or the
          happening of a specified event and any warrant or other right to
          subscribe for or purchase any such stock.  The foregoing
          provision of this Section 3.1(i) similarly shall apply to
          successive reorganizations, reclassifications, mergers,
          consolidations or dispositions of assets.

                    (j)  If at any time or from time to time the Company
          shall take any action affecting the Common Stock, other than an
          action described in this Section 3.1, unless in the opinion of
          the Board of Directors of the Company such action will not have a
          materially adverse effect upon the rights of the holders of
          Warrants, the number of shares of Common Stock or other stock
          constituting a Stock Unit, or the Current Warrant Priced, shall
          be adjusted in such manner and at such time as the Board of
          Directors of the Company may determine to be equitable in the
          circumstances.

                    (k)  Irrespective of any adjustments of the number or
          kind of securities issuable upon exercise of this Warrant or the
          Exercise Price, this Warrant may continue to express the same
          number of shares of Common Stock and Exercise Price as stated
          prior to any such adjustments.

                    (l)  The Company shall make any computation required
          under this Section 3.1.  If any such computation is challenged by
          a holder of Warrants, a "Big Six" accounting firm ("Accounting
          Firm") chosen by the Company shall make the computation.  The
          holder shall bear all costs incurred in connection with the
          services of such Accounting Firm unless the calculation made by
          the Accounting Firm (i) differs from the Company's calculation by
          more than 15% and (ii) such difference is detrimental to the
          holder, in which case the Company shall bear all such costs.

                    (m)  Whenever there is an adjustment in the Exercise
          Price or in the number or kind of securities constituting a Stock
          Unit, as provided in this Section 3.1, the Company shall (i)
          promptly file in the custody of its Secretary or Assistant
          Secretary a certificate signed by an officer of the Company,






                                       - 104 -<PAGE>


          showing in detail the facts requiring such adjustment and the
          number and kind of securities constituting a Stock Unit after
          such adjustment, and (ii) cause a copy of such calculation of the
          adjustment and a notice stating that such adjustment has been
          affected and stating the Exercise Price then in effect and the
          number and kind of securities constituting a Stock Unit to be
          sent to the holders.

                    (n)  If the Company shall propose (i) to pay a dividend
          payable in stock of any class to the holders of shares of Common
          Stock or to make any other dividend or distribution to the
          holders of shares of Common Stock, (ii) to offer to the holders
          of shares of Common Stock rights to subscribe for or to purchase
          shares of Common Stock or shares of stock of any class or any
          other securities, or rights or options convertible into or
          exchangeable for shares of Common Stock, (iii) to affect any
          reclassification of the Common Stock (other than a
          reclassification involving only the subdivision or combination of
          outstanding shares of Common Stock), (iv) to effect any capital
          reorganization, (v) to effect any consolidation, merger or sale,
          transfer or other disposition of all or substantially all of its
          property, assets or business or (vi) to effect the liquidation,
          dissolution or winding up of the Company, the Company will give
          notice, at lest ten days prior to the relevant record date for
          determining holders entitled to vote on any such transaction or
          to receive any such dividend or distribution, of such proposed
          action to the holder of this warrant specifying the date on which
          a record is to be taken for the purposes of such stock dividend,
          distribution or rights, or the date on which such
          reclassification, reorganization, consolidation, merger, sale,
          transfer, disposition, liquidation, dissolution or winding up is
          to take place and the date of participation therein by the
          holders of shares of Common Stock, if any such date is to be
          fixed, and setting forth such facts with respect thereto as shall
          be reasonably necessary to indicate the effect of such action on
          the Common Stock and the number and kind of any other shares of
          stock that will constitute a Stock Unit, and the Exercise Price,
          after giving effect to any adjustment that will be required as a
          result of such action.

                    3.2  Voluntary Adjustment by the Company.  The Company
          may at its option, at any time during the term of this Warrant,
          reduce the then current Exercise Price to any amount deemed
          appropriate by a majority of the independent members of the Board
          of Directors of the Company; provided, however, that if the
          Company elects so to reduce the then current Exercise Price, such
          reduction shall remain in effect for a least a 15-day period,
          after which time the Company may, at its option, reinstate the
          Exercise Price in effect prior to such reduction.

                    3.3  No Adjustment for Dividends.  Except as expressly
          provided in Section 3.1, no adjustment in respect of any






                                       - 105 -<PAGE>


          dividends or other payments or distributions made to holders of
          securities issuable upon exercise of this Warrant shall be made
          during the term of this Warrant or upon the exercise of this
          Warrant.


                                      ARTICLE IV

                           Certain Covenants of the Company

                    4.1  Reservation of Stock.  The Company shall reserve
          and set apart and have at all time, free from preemptive rights
          and free from liens, claims and encumbrances created by the
          Company, a number of shares of authorized but unissued Common
          Stock or other securities or property deliverable upon the
          exercise of this Warrant sufficient to enable it at any time to
          fulfill all its obligations hereunder.

                    4.2  Fully Paid Stock.  Before taking any action which
          would cause an adjustment reducing the Exercise Price below the
          then par value of the shares of Common Stock or other securities
          issuable hereunder upon exercise of this Warrant, the Company
          will take any corporate action which may be necessary in order
          that the Company may validly and legally issue fully paid and
          nonassessable shares of such Common Stock or other securities
          issuable hereunder at such adjusted Exercise Price.

                    4.3  Certain Registrations.  If any shares of Common
          Stock or other securities issuable hereunder required to be
          reserved for the purposes of exercise of this Warrant require
          registration with or approval of any governmental authority under
          any federal law (other than the Securities Act) or under any
          state law (other than securities or Blue Sky laws) before such
          shares or other securities may be issued upon exercise of this
          Warrant, the Company will, at its expense and as expeditiously as
          possible, cause such shares or other securities to be duly
          registered or approved, as the case may be.


                                      ARTICLE V

                                    Miscellaneous

                    5.1  Entire Agreement.  This Warrant shall constitute
          the entire agreement between the holder hereof and the Company
          with respect to the issuance of this Warrant and the Warrant
          Shares and related transactions and shall supersede all previous
          negotiations, commitments, writings, understandings and
          agreements (whether written or oral) with respect thereto.

                    5.2  Successors and Assigns.  This Warrant and the
          rights evidenced hereby shall inure to the benefit of and be






                                       - 106 -<PAGE>


          binding upon the successor and assigns of the Company and the
          holder hereof, subject to the limitations on assignment and
          transfer set forth in the legend at the head of this Warrant.

                    5.3  Waiver and Amendment.  Any term or provision of
          this Warrant may be waived at any time by the party which is
          entitled to the benefits thereof and any term or provision of
          this Warrant may be amended or supplemented at any time by
          agreement of the holder hereof and the Company, except that any
          waiver of any term or condition, or any amendment or
          supplementation, of this Warrant must be in writing and signed by
          the holder hereof and the Company.  A waiver of any breach or
          failure to enforce any of the terms or conditions of this Warrant
          must be in writing and signed by the holder hereof and the
          Company.  A waiver of any breach or failure to enforce any of the
          terms or conditions of this Warrant shall not in any way affect,
          limit or waive a party's rights hereunder at any time to enforce
          strict compliance thereafter with every term or condition of this
          Warrant.

                    5.4  Governing Law; Binding Effect; Severability. 
               
                    (a)  This Warrant shall be enforced, governed and
          construed in all respects in accordance with the laws of the
          State of New York without giving effect to conflicts of law rules
          or principles.

                    (b)  This Warrant and the rights, powers and duties set
          forth herein shall be binding upon and inure to the benefit of
          the parties hereto, and their respective heirs, estates, legal
          representatives, successors and permitted assigns.

                    (c)  If any provision of this Warrant is valid or
          unenforceable under any applicable statue or rule of law, then
          such provision shall be deemed inoperative to the extent that it
          may conflict therewith and shall be deemed modified to conform
          with such statute or rule of law.  Any provision hereof which may
          prove invalid or unenforceable under any law shall not affect the
          validity or enforceability of any other provision hereof.

                    5.5  File of Warrant.  A copy of this Warrant shall be
          filed with the records of the Company.

                    5.6  Notices.  Any notice or other communication
          required or permitted to be given or delivered hereunder to the
          holder hereof shall be delivered personally, sent by courier
          guaranteeing overnight delivery or sent by certified or
          registered mail (return receipt requested, postage prepaid) to
          the holder at the last address shown on the books of the Company
          maintained at the Warrant Office for the registration of
          transfers of the Warrants or at any more recent address of which
          the holder shall have notified the Company in writing.  Any






                                       - 107 -<PAGE>


          notice or other communication required or permitted to be given
          or delivered hereunder to the Company shall be delivered
          personally, sent by courier guaranteeing overnight delivery of
          sent by certified or registered mail (return receipt requested,
          postage prepaid) to the Warrant Office or such other address as
          shall have been furnished by the Company to the holder hereof. 
          All such notices and other communications shall be deemed to have
          been duly given (a) if personally delivered, on the date
          delivered, (b) if sent by courier guaranteeing overnight
          delivery, on the date delivered, or (c) if by certified or
          registered mail, on the fifth business day after the date of
          mailing, in each case given or addressed as aforesaid.

                    5.7  Limitation of Liability; Not Stockholders.  No
          provision of this Warrant shall be construed as conferring upon
          the holder hereof the right to vote, consent, receive dividends
          or receive notice as a stockholder of the Company.  No provision
          hereof, in the absence of affirmative action by the holder hereof
          to purchase shares of Common Stock or other securities upon
          exercise of this Warrant, and no mere enumeration herein of the
          rights or privileges of the holder hereof, shall give rise to any
          liability of such holder for the Exercise Price therefor or as a
          stockholder of the Company, whether such liability is asserted by
          the Company, by creditors of the Company or by others.

                    5.8  Loss, Destruction, Etc. of Warrants.  Upon receipt
          of evidence satisfactory to the Company of the loss, theft,
          mutilation or destruction of this Warrant, and in the case of any
          such loss, theft or destruction upon delivery of a bond of
          indemnity in such form and amount as shall be reasonably
          satisfactory to the Company, or in the event of such mutilation
          upon surrender and cancellation of this Warrant, the Company will
          make and deliver a new Warrant, of like tenor, in lieu of such
          lost, stolen, destroyed or mutilated Warrant.  Any Warrant issued
          under the provisions of this Section 5.8 in lieu of any Warrant
          alleged to be lost, destroyed or stolen, or in lieu of any
          mutilated Warrant, shall constitute an original contractual
          obligation on the part of the Company.

                    5.9  Headings.  The headings of the Articles and
          Sections of this Warrant are for the convenience of reference
          only and shall not, for any purpose, be deemed a part of this
          Warrant.

                    5.10 Casino Control Act.  This Warrant shall be subject
          to the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seg.,
          and the rules and regulations of the New Jersey Casino Control
          Commission (the "Commission") as they currently exist or as they
          hereinafter may be amended (the "Act"), including without
          limitation the following:

                         (a)  This Warrant shall be subject to redemption






                                       - 108 -<PAGE>


          by the Company, by action of the Board of Directors, if, in the
          judgment of the Board of Directors, such action should be taken,
          pursuant to Section 151(b) of the General Corporation Law of
          Delaware or any other applicable provision of law, to the extent
          necessary to prevent the loss or secure the reinstatement of any
          government-issued license or franchise held by the Company or any
          of its subsidiaries to conduct any portion of the business of the
          Company or such subsidiary, which license or franchise is
          conditioned upon some or all of the holders of the Company's
          securities possessing prescribed qualifications.  In the event a
          the holder of this Warrant is found not to possess such
          prescribed qualifications by the Commission pursuant to the Act
          (a "Disqualified Holder"), such Disqualified Holder shall
          indemnify the Company for any and all direct or indirect costs,
          including attorneys' fees, incurred by the Company as a result of
          such holder's continuing ownership or failure to divest promptly.

                         (b)  If the holder of this Warrant is found to be
          a Disqualified Holder, the holder shall dispose of his interest
          in the Company within 120 days following the Company's receipt of
          notice (the "Notice Date") of the holder's disqualification
          (which notice immediately shall be delivered to the holder).

                         (c)  It shall be unlawful for a Disqualified
          Holder to (i) receive any dividends or interest upon this
          Warrant, (ii) exercise directly or through any trustee or
          nominee, any right conferred by this Warrant, or (iii) receive
          any remuneration in any form, for services rendered or otherwise,
          from any subsidiary of the Company that holds a casino license
          issued by the Commission.

                    IN WITNESS WHEREOF, the Company has caused this Warrant
          to be signed in its name by its duly authorized officer.


          Dated as of ________

                                   GRIFFIN GAMING & ENTERTAINMENT, INC.


                                   By:_________________________________
                                        
















                                       - 109 -<PAGE>


                                                                 SCHEDULE A
                                                                     to
                                                                   Warrant





                                 SUBSCRIPTION NOTICE


                    The undersigned, the holder of he foregoing Warrant,

          hereby elects to exercise purchase rights represented by said

          Warrant for, and to purchase thereunder, ___________ shares of

          the Common Stock covered by Said Warrant and herewith makes

          payment in full of the Exercise Price therefor by bank or

          certified check pursuant to Section 1.1 of such Warrant, and

          requests:  (a) that certificates for such shares (and any

          securities or other property issuable upon such exercise) be

          issued in the name of and delivered to __________________ whose

          address is _________________________________________; and (b) if

          such shares shall not include all the shares issuable as provided

          in said Warrant, that a new Warrant of like tenor and date for

          the balance of the shares issuable thereunder be delivered to the

          undersigned and in connection therewith the undersigned is

          surrendering the original Warrant enclosed herewith.



                                             _____________________________



          Dated: ___________, 199__. 










                                       - 110 -<PAGE>