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, 1996

                                          OR

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

        For the transition period from              to             

        Commission File No. 1-4748

                         SUN INTERNATIONAL NORTH AMERICA, 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.)

        1415 E. Sunrise Blvd., Ft. Lauderdale, FL              33304    
        (Address of principal executive offices)            (Zip Code)

        Registrant's telephone number, including area code: 954-713-2500

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

                                                      Name of Each Exchange
              Title of Each Class                      on Which Registered  
        First Mortgage Non-Recourse
         Pass-Through Notes                          American Stock Exchange

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

                                                                              


                                     - continued -



                  Exhibit Index is presented on pages 80 through 93.











                                        - 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. [X]

           APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PRECEDING FIVE YEARS:

        Indicate  by check mark whether the registrant has filed all documents
        and  reports  required  to  be filed by 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            

        As  of  February  28,  1997, there were 100 shares of the registrant's
        common  stock outstanding, all of which were owned by one shareholder.
        Accordingly there is no current market for any of such shares.

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

























                                        - 2 -<PAGE>


                                        PART I


        ITEM 1. BUSINESS

             (a)  General Development of Business

             Sun  International  North  America,  Inc.  ("SINA")  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 Resorts Casino Hotel in Atlantic City, New
        Jersey.   SINA was known as Resorts International, Inc. until June 30,
        1995,  and  as Griffin Gaming & Entertainment, Inc. from June 30, 1995
        until  February  6,  1997.    "SINA"  is  used  herein to refer to the
        corporation  for  all  periods.   SINA was incorporated in Delaware in
        1958.    The term "Company" as used herein includes SINA and/or one or
        more  of its subsidiaries as the context may require.  On December 16,
        1996  (the "Effective Time"), SINA became a wholly owned subsidiary of
        Sun International Hotels Limited ("SIHL"), a corporation organized and
        existing  under  the laws of the Commonwealth of The Bahamas, when Sun
        Merger  Corp.,  a wholly owned subsidiary of SIHL, was merged with and
        into SINA (the "Merger").  See further discussion of the Merger below.

             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.










                                        - 3 -<PAGE>


        Merger

               The Merger was consummated pursuant to an Agreement and Plan of
        Merger  dated as of August 19, 1996 and amended as of October 10, 1996
        (the  "Merger Agreement").  The Merger Agreement was adopted by SINA's
        shareholders  at  a  special  meeting  held on December 10, 1996.  The
        Merger  and  the  Merger  Agreement are more fully described in SINA's
        proxy  statement  dated  November  1,  1996,  relating  to the special
        meeting.

             Pursuant  to  the  Merger  Agreement,  each  share of SINA common
        stock, $.01 par value per share (the "SINA Common Stock"), outstanding
        immediately  prior  to  the Effective Time of the Merger was converted
        into  the  right  to  receive  .4324 of a fully paid and nonassessable
        ordinary  share,  $.001  par  value  per share, of SIHL (the "Ordinary
        Shares").   Cash is being paid to holders of SINA Common Stock in lieu
        of  any fractional Ordinary Shares.  Also pursuant to the terms of the
        Merger  Agreement, each issued and outstanding share of Class B common
        stock,  $.01  par  value  per share, of SINA (the "Class B Stock") was
        converted  into  the  right  to  receive  .1928  of  a  fully paid and
        nonassessable Ordinary Share.  As a result of this conversion, holders
        of Class B Stock are no longer entitled to special rights with respect
        to  the  election  of  members  of the Board of Directors of SINA (the
          Directors  )  to  which  holders  of  Class  B Stock were previously
        entitled.  As of the Effective Time, the .1928 Ordinary Share received
        in  exchange for a share of Class B Stock is trading as part of a unit
        (the  "Units")  along  with  $1,000 principal amount of 11.375% Junior
        Mortgage  Notes  due  2004  (the  "Junior  Mortgage  Notes") issued by
        Resorts  International Hotel Financing, Inc. ("RIHF"), a subsidiary of
        SINA.    See  "1997  Refinancing"  below for discussion of an offer to
        purchase  the  Junior Mortgage Notes.  Pursuant to this offer, certain
        fractional  Ordinary  Shares related to tendered Junior Mortgage Notes
        were  purchased by SIHL for cash.  Whole Ordinary Shares that had been
        related  to  tendered Junior Mortgage Notes remain outstanding and are
        no longer traded as part of Units.  Junior Mortgage Notes not tendered
        continue to trade as part of Units.

             SIHL  has  filed an application for a plenary casino license (the
        "Plenary License") with the Casino Control Commission.  On October 30,
        1996,  SIHL  received an interim casino authorization ("ICA") from the
        Casino  Control  Commission and the Casino Control Commission approved
        the  terms  of  an  ICA  trust  document  and  the selection of an ICA
        trustee.  Pending final determination by the Casino Control Commission
        with respect to SIHL's qualification for a Plenary License, all shares
        of SINA Common Stock are held in a "stand by" trust (the "ICA Trust").
        If  SIHL  receives a Plenary License, the ICA Trust will be terminated
        and  the  shares  of  SINA  Common  Stock will revert to SIHL.  If the
        Casino Control Commission determines that there is reasonable cause to
        believe  that  SIHL  should  not be granted a Plenary License, the ICA
        Trust  would  be  activated  and the ICA trustee would take control of
        SINA  pending  a  final determination by the Casino Control Commission
        with  respect  to  SIHL's  application  for a Plenary License.  In the
        event SIHL's





                                        - 4 -<PAGE>


        application  for  a Plenary License were denied, the ICA trustee would
        be  obligated  to  dispose  of the SINA Common Stock and SIHL would be
        entitled  to  receive  the lesser of (i) the fair market value or (ii)
        the price paid by SIHL for the securities.

             As  of  the  Effective Time, Merv Griffin resigned as Chairman of
        the  Board of SINA and SINA's other Directors also resigned from their
        positions  as  Directors.   As prescribed by the Merger Agreement, the
        directors  of Sun Merger Corp. immediately prior to the Effective Time
        became  the  Directors  of  SINA  as  of  the  Effective  Time.  Those
        Directors  are  Howard B. Kerzner, President of SIHL, Kevin DeSanctis,
        Chief  Operating Officer, North America and the Caribbean of SIHL, and
        Charles D. Adamo, Executive Vice President - Corporate Development and
        General Counsel of SIHL.

             P u r suant  to  an  accounting  practice  known  as  "push-down"
        accounting,  as  of  December  31,  1996,  the  Company  adjusted  its
        consolidated  net assets to reflect the amount of SIHL's investment in
        SINA.   Accordingly, the Company's consolidated assets and liabilities
        were  adjusted  to  their  estimated  fair  values  and  the Company's
        accumulated   deficit  was  eliminated.    See  Note  1  of  Notes  to
        Consolidated  Financial  Statements  for  further  discussion  of this
        accounting treatment.

        1997 Refinancing

             In February 1997 RIHF mailed to each holder of 11% Mortgage Notes
        due  2003 (the "Mortgage Notes") and Junior Mortgage Notes an Offer to
        Purchase  and  Consent Solicitation Statement offering to purchase for
        cash  (the "Offer") the outstanding Mortgage Notes and Junior Mortgage
        Notes  and  soliciting  consents (the "Solicitation") for amending the
        indentures  pursuant  to  which  these  securities  were  issued  (the
        "Indentures")  to,  among other things, release the collateral for the
        Mortgage  Notes  and  the  Junior  Mortgage  Notes.    This collateral
        consisted of liens on RIH's fee and leasehold interests in the Resorts
        Casino  Hotel,  the contiguous parking garage and property and related
        personal  property.  Holders who validly tendered their securities and
        consents  by  February  26, 1997 (the "Consent Date") were entitled to
        receive  the  purchase  price  of  106.733% for the Mortgage Notes and
        107.447% for the Junior Mortgage Notes, accrued interest through March
        12,  1997,  and  an  additional  2.5%  consent  payment  (the "Consent
        Payment").    Holders  who  tendered  their  securities  and  consents
        subsequent  to the Consent Date but prior to the Offer's expiration on
        March  10,  1997,  were  entitled  to  the  purchase price and accrued
        interest,  but not the Consent Payment.  $119,645,000 principal amount
        of  Mortgage Notes and $21,001,000 principal amount of Junior Mortgage
        Notes  were  tendered.    The  purchase price and Consent Payments for
        purchasing  these  tendered  securities,  excluding  accrued interest,
        totaled  $153,712,000.   $5,355,000 principal amount of Mortgage Notes
        and  $1,100,000  principal  amount  of  Junior Mortgage Notes were not
        validly  tendered and, therefore, not purchased pursuant to the Offer.
        These securities remain outstanding as unsecured






                                        - 5 -<PAGE>


        obligations  and  operate  under  the  Indentures,  as  amended.   The
        remaining Junior Mortgage Notes continue to trade as part of Units.

             In connection with the Offer and Solicitation, SIHL and SINA (the
        "Issuers")  issued  $200,000,000  principal  amount  of  9%  Senior
        Subordinated  Notes  due 2007 (the "New Notes") in a private placement
        which,  after  costs,  resulted  in  net  proceeds  to  the Company of
        approximately  $194,000,000.  The majority of these proceeds were used
        to  fund  the  Offer;  the  balance  of  the proceeds will be used for
        general  corporate  purposes.    The  New  Notes,  which are unsecured
        obligations,   are  unconditionally  guaranteed  by  RIH,  GGRI,  Inc.
        ("GGRI"),  the  wholly  owned  subsidiary  of SINA which owns RIH, and
        certain  of SIHL's other subsidiaries (the "Guarantors").  Because the
        New  Notes  were issued in a private placement, they are restricted as
        to  transfer.   According to a registration rights agreement among the
        Issuers,  the Guarantors and the initial purchasers (the "Purchasers")
        in  the  private  placement, the Issuers are obligated to exchange the
        New Notes for registered securities with terms substantially identical
        to  the  New Notes, to register the New Notes under the Securities Act
        of 1933 or pay liquidated damages to the Purchasers.

        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 to SIHL, then
        an  unaffiliated  company,  (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 SINA Common Stock as
        of  the  effective date of the Plan, the proceeds 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.









                                        - 6 -<PAGE>


             (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  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

             The  Resorts  Casino  Hotel  in  Atlantic City, New Jersey, has a
        70,000 square foot casino and a simulcast parimutuel betting and poker
        area  of approximately 8,000 square feet.  At December 31, 1996, these
        gaming  areas  contained  42  blackjack  tables,  18  poker tables, 11
        roulette tables, 10 dice tables, six Caribbean stud poker tables, four
        baccarat  tables,  two  let it ride poker tables, two three card poker
        tables,  two  pai  gow  poker  tables,  two big six wheels, one sic bo
        table,  one  pai  gow  table,  2,350  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  1996,  the  Company  had  total  gaming revenues from its
        Atlantic  City  casino of $257,081,000.  This compares to total gaming
        revenues  of  $267,757,000 for 1995 and $250,482,000 for 1994.  In the
        last  several  years,  approximately  twelve new table games have been
        introduced  in order to provide more variety than the basic five table
        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.  With the installation of more innovative
        slot  machines  and  more  aggressive  marketing,  the  Company's slot
        revenues  have  become  a  larger  proportionate share of total gaming
        revenues increasing from 51% in 1986 to 70% in 1996.

             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








                                        - 7 -<PAGE>


        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
        facilities  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,  a 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 (and has an option to purchase that lot) which provides
        valet  parking  for  approximately 200 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 430 cars.  This acreage was previously leased by the
        Company.

             Consistent with industry practice, the Company reserves a portion
        of  its  hotel  rooms  and  suites as complimentary accommodations for
        high-level  casino  wagerers.    For  1996,  1995 and 1994 the average
        occupancy  rates,  including complimentary rooms, which were primarily
        provided  to casino patrons, were 95%, 94% and 91%, respectively.  The
        average  occupancy  rate  and  weighted  average  daily  room  rental,
        excluding  complimentary  rooms,  were  52% and $54, respectively, for
        1996.  This compares with 51% and $59, respectively, for 1995, and 47%
        and $64, respectively, for 1994.

        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 eight years capital additions at Resorts Casino
        Hotel  exceeded  $130,000,000  (excluding  land acquisitions discussed
        below  under  "Expansion  Plans").    In  1996  the  Company's capital
        expenditures  at  Resorts  Casino  Hotel  included  computer  system
        upgrades,  the  purchase  of 147 slot machines (replacements for older
        models)  and  other capital maintenance projects.  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






                                        - 8 -<PAGE>


        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.

             During  1997,  the Company expects to begin enhancing the Resorts
        Casino  Hotel  through  the  construction  of  additional parking, the
        renovation  of  approximately  500  of  the  hotel  rooms  and various
        improvements  to  the  public areas.  The planning for such renovation
        has  just recently begun, and the costs and schedule therefor have not
        yet  been  determined.    Thereafter, the Company intends to develop a
        significant  addition  to  the  existing  property, which is discussed
        below under "Expansion Plans."

        Expansion Plans

             In  June  1995,  with  the  purchase  of the Chalfonte Site which
        includes  approximately  265  feet  of Boardwalk frontage, the Company
        announced  its  intention  to  expand  the  Resorts  Casino  Hotel  by
        constructing  hotel  rooms,  casino space and a parking garage on this
        acreage.    Since that time the Company entered into a five year lease
        with  an  option to purchase approximately three acres to the north of
        the  Resorts  Casino  Hotel,  purchased  an  adjacent  parcel  and was
        successful  in vacating the portion of North Carolina Avenue that lies
        between  the  Chalfonte  Site  and  the  Resorts  Casino Hotel.  These
        parcels, together with the Chalfonte Site, total more than nine acres,
        all  of  which  are expected to be utilized in the Company's expansion
        plans.   With the execution of the Merger Agreement, design activities
        on  the  project  became  very limited, although the Company continued
        with the process of obtaining certain permits.

             Subsequent  to  closing  the  Merger, officials of SIHL announced
        plans  to  transform Resorts Casino Hotel into a highly themed resort.
        At present, the project is in the conceptual design stage and detailed
        planning  is  expected to begin in 1998.  The expansion is expected to
        include  additional  hotel  rooms  and  a  highly  themed  casino  and
        entertainment  complex.   The new development would be integrated with
        the  existing  Resorts  Casino  Hotel and, when completed during 2000,
        management believes that it should be one of the first Las Vegas style
        gaming  entertainment  complexes in Atlantic City.  The size and scope
        of  the  expansion depend, in part, upon the amount of additional land
        the Company is able to acquire.  In addition, the Company's ability to
        carry  out  the  expansion  depends  on  a  number  of  other factors,
        including  receipt  of  adequate financing and certain state and local
        approvals.











                                        - 9 -<PAGE>


        Marketing

             In  prior years the Company utilized the celebrity status of Merv
        Griffin to market Resorts Casino Hotel.  It is anticipated that in the
        future such utilization will be substantially reduced as the Company s
        marketing  plan  will  be integrated into the SIHL corporate marketing
        plan  whereby marketing efforts among Resorts Casino Hotel and certain
        of SIHL's other properties will be coordinated.

             In  Atlantic City, the Company's marketing strategy will continue
        to  focus  on  enhancing 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  target  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
        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
        and  the 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, from January 1996
        until  their conclusion in October 1996, they were further expanded to
        include  roulette  players.  The Company also has a VIP slot and table
        player lounge which serves complimentary food and beverages.

             As  in  prior years, the Company continues to rely heavily on its
        bus  program  to  supply  a  critical  mass  of  low to mid-level slot
        players.    During  the  latter  part of 1995 and throughout 1996, the
        subsidized  cost for attracting bus patrons increased substantially in
        the  Atlantic  City casino market.  See "Casino/Hotel - Atlantic City,
        New  Jersey"  under  both "Revenues" and "Contribution to Consolidated
        Earnings  (Loss) Before Extraordinary Items" in "ITEM 7.  MANAGEMENT'S
        DISCUSSION   AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  RESULTS  OF
        OPERATIONS  - RESULTS OF OPERATIONS" for a discussion of the Company's
        increased  promotional  costs.   In addition to the above, the Company
        continues  to  emphasize  entertainment  as  an  integral  part of its
        marketing  program.  The musical variety show "Funderful," created and
        produced  by  Merv  Griffin,  opened  in  September  1996 to excellent
        reviews.   This show will terminate in March 1997 and will be replaced
        by mid-level headliners such as Melissa Manchester, Anthony Newley and
        Freddie  Roman.    The  entertainment  schedule  is  supplemented on a
        monthly  basis  with  headliners  who  in 1996 included, among others,
        Regis  and  Kathie Lee, Rosie O Donnell, Tony Danza, Wayne Newton, Tom
        Jones and the Beach Boys.









                                        - 10 -<PAGE>


        New Convention Center and Casino/Hotel Expansions

             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 its official opening is scheduled for May 1997.

             The  convention  center  is  part of a broader plan that includes
        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 86-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.  In April 1996 construction
        of  the 500 room convention hotel commenced; this hotel is expected to
        open  in  November  1997.    To further spur construction of new hotel
        rooms  and  renovation  of  substandard  hotel  rooms  into  deluxe
        accommodations,  a  total  of  $175,000,000  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 casino/hotels which are to receive CRDA financing
        totaling  approximately $140,000,000.  More than 1,300 new hotel rooms
        have  already  opened  and  approximately  2,200 more may be added, in
        connection  with  this  financing.    Applications are currently being
        evaluated  by  the CRDA for use of the remaining monies.  Also, Mirage
        Resorts,  Inc.  ("Mirage"),  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 proposes to build a
        $750,000,000,  2,000  room casino/hotel, Boyd Gaming Corp. proposes to
        build  a  $500,000,000,  1,000  room  casino/hotel  and  Circus Circus
        Enterprises,  Inc.  proposes  to  build  a  $600,000,000,  2,000  room
        casino/hotel on that tract.  The Company understands that the State of
        New  Jersey  and  Mirage have reached an agreement as to financing the
        costs  of  constructing  a  tunnel and connector road link between the
        Atlantic  City  Expressway  and  the Marina area, which infrastructure
        improvements  were  considered  requisite  to  the  expansion  plans
        announced  for  the Marina area.  The tunnel construction is scheduled
        to start in mid-1998 and be completed by 2000.  Mirage has







                                        - 11 -<PAGE>


        indicated that its proposed resort will open shortly after the roadway
        is  complete.    MGM  Grand  Inc.  has  also  announced  plans for the
        construction  of  a  new  casino/hotel  in  the South Inlet section of
        Atlantic City.

             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, to
        what extent or how these developments may affect its operations.

        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. 
        A  further expansion, which doubled the size of the terminal and added
        departure  gates,  an  improved  baggage handling system and sheltered
        walkways  connecting  the  terminal  and planes was completed in 1996.
        However,    scheduled  service  to  that  airport from major cities by
        national air carriers remains extremely limited.

             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  Maryland  Avenues, and a
        service 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.

             In  conjunction  with a street beautification and housing project
        that  was recently given preliminary approval by the CRDA, that agency
        is  in  the process of engaging consultants to explore the feasibility
        of the






                                        - 12 -<PAGE>


        beautification and widening of North Carolina Avenue which would allow
        for  improved  traffic  flow in a more appealing corridor from Absecon
        Boulevard  (Route  30)  to  the main entrance of Resorts Casino Hotel.
        Also,  as noted in "New Convention Center and Casino/Hotel Expansions"
        above,  construction  of  a tunnel and connector road link between the
        Atlantic  City  Expressway and the Marina area is proposed to start in
        mid-1998.

        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 1,000,000 square feet of gaming area,
        including  simulcast  betting  and poker rooms, and 9,600 hotel rooms.
        In  1996  two competing properties in Atlantic City opened significant
        expansions  which, combined, added approximately 1,100 hotel rooms and
        approximately  85,000  square  feet  of  gaming  space.    Significant
        additional  expansion  is  expected  in  the  near  future  due to the
        previously discussed expansion projects to be financed by the CRDA, as
        well as the construction of new casino/hotels announced for the Marina
        area and the South Inlet section.

             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 approximately 2,600 hotel rooms
        and  approximately  314,000  square  feet  of  gaming  space  in close
        proximity  to  each  other.  In 1996, the three casino/hotels combined
        generated  approximately  29%  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 Mahal, 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, almost every
        state  in  the United States has some form of legalized gaming.  Also,
        The  Bahamas and other destination resorts in the Caribbean and Canada
        have increased the competition for gaming revenue.  Directly competing
        with  Atlantic  City for the day-trip patron are two gaming properties
        on Indian reservations in Connecticut.  One is a casino/hotel operated
        by  the Pequot Tribe which currently has more than 4,500 slot machines
        and






                                        - 13 -<PAGE>


        whose slot revenue for the year 1996 was almost $630,000,000, which is
        more  than  twice  the  slot  revenue  of  the largest casino/hotel in
        Atlantic  City.    The  other,  the Mohegan Sun Casino which opened in
        October  1996 and is co-managed by a subsidiary of SIHL, has more than
        2,600  slot machines.  In 1993 the Oneida Indians opened a casino near
        Syracuse,  New  York,  which  they  are  now seeking to expand.  Other
        Indian  tribes  in the states of New York and Rhode Island are seeking
        federal  recognition  in  order  to  establish gaming operations which
        would  further  increase  the  competition  for  day-trip patrons.  In
        addition,  in late 1995 and during 1996, three racetracks in the State
        of Delaware began operating slot machines.

             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 1996, 19% in 1995 and 21% in
        1994.    The  credit  play  percentage  of  table  game volume for the
        Atlantic  City industry excluding RIH was 24% in 1996, 22% in 1995 and
        23%  in  1994.    RIH's  gaming  receivables,  net  of  allowance  for
        uncollectible  amounts,  were $3,823,000, $3,813,000 and $4,216,000 as
        of December 31, 1996, 1995 and 1994, 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.











                                        - 14 -<PAGE>


        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  1996  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 1,600 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.

             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.









                                        - 15 -<PAGE>


             There  were  significant  regulatory changes in recent years.  In
        addition  to  the  approval  of  new games, 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 cash flow 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.

             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.    The  Casino  Control Commission may renew a casino
        license  for  a  period  of  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
        restrictions,  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







                                        - 16 -<PAGE>


        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 SINA provides
        that  all securities of SINA are held subject to the condition that if
        the  holder  thereof is found to be 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
        Mortgage Notes, Junior Mortgage Notes and New Notes are all 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 fractions of SIHL
        Ordinary  Shares,  for  purposes  of  the  Casino  Control  Act, these
        securities are analyzed as both debt and 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."








                                        - 17 -<PAGE>


             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,
        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 an 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 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             
                                          1996         1995          1994

        Gaming tax                    $20,661,000  $21,402,000   $19,996,000
        License, investigation,
         inspection and other fees      3,672,000    3,917,000     4,218,000
        Contribution to AC Fund           570,000      224,000              

                                      $24,903,000  $25,543,000   $24,214,000


             The  Casino  Control  Act,  as  originally  adopted,  required  a
        licensee  to  make  investments  equal  to  2% of the licensee's gross
        revenue (the






                                        - 18 -<PAGE>


        "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  16 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  1996,  1995  and  1994  amounted  to $3,229,000, $3,348,000 and
        $3,124,000,  respectively,  and,  with  the exception of minor credits
        received  in  1995 and 1996 for making  donations, have been satisfied
        by  deposits  made  with  the CRDA.  At December 31, 1996, the Company
        held  $6,859,000  face  amount  of  bonds  issued  by the CRDA and had
        $19,701,000  on  deposit with the CRDA.  The CRDA bonds issued through
        1996  have  interest  rates ranging from 3.9% to 7% and have repayment
        terms of between 20 and 50 years.

        Showboat Lease

             The  Showboat  has  739  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  $8,805,000    for  the 1996 lease year and is expected to
        approximate $9,050,000 for the 1997 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 






                                        - 19 -<PAGE>


        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.

        Other Properties

             The  Company owns approximately 39 acres, and has a lease with an
        option to purchase approximately 3 acres, at various sites in Atlantic
        City  which  the Company intends to develop or are available for sale.
        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."








                                        - 20 -<PAGE>


        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.

             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 39
        acres,  and has a lease with an option to purchase approximately three
        acres  in  Atlantic  City  that could be developed.  Included in these
        parcels  is  the nine acres adjacent to the Resorts Casino Hotel which
        the  Company  intends  to develop.  The Company also owns the two acre
        site    of  the  former  Steeplechase  Pier  and  has  permits  for
        reconstruction  of  a  pier on that site, which is directly across the
        Boardwalk  from  Resorts  Casino  Hotel.    Zoning  changes  have been
        proposed  in Atlantic City recently, which changes would allow casinos
        on five of the City's piers, including the Company's pier site.  These
        proposed  zoning  rules  would  require  developers  to  provide other
        attractions besides slot machines and hotel rooms.

             The  Company  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 almost eight acres and a parcel 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, approximately two acres located near the
        site of the new convention center.

             In  recent  years  the  commercial real estate market in Atlantic
        City  has  been  in  a generally depressed state; however, in the last
        year  there  has  been  a  noticeable  increase  in  interest by major
        casino/hotel  companies  to  enter  the Atlantic City gaming industry.
        The  Company  is currently engaged in preliminary negotiations to sell
        parcels in the South Inlet section as well as the Trans Expo site.












                                        - 21 -<PAGE>


        ITEM 3.  LEGAL PROCEEDINGS

        U.S. Bankruptcy Court Action - Rogers

             On September 25, 1995, Nathan Rogers, then a shareholder of SINA,
        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 SINA Common Stock to Merv
        Griffin  pursuant  to  the  1990  plan  of reorganization voided.  The
        Company    filed  a  motion  to  dismiss  the proceeding before the NJ
        Bankruptcy  Court.    The hearing on that motion was held on April 29,
        1996.    On  June  12, 1996 the Court dismissed the second claim.  The
        Court  declined  to  dismiss  the  claim regarding compliance with the
        repayment  obligation  on  the  basis that an issue of fact existed on
        whether  Rogers  received  notice  of  the  1994  bankruptcy filing in
        Delaware.    Discovery  is  proceeding.    SINA has filed a motion for
        summary judgment which is returnable on April 17, 1997.

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

             As previously reported, in September 1989 SINA 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 (the "Pension Plan"), for SINA stock in the 1988 merger,
        in  which  SINA  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 SINA on one of its six
        causes  of  action.    The  NJ  Bankruptcy Court reserved the issue of
        remedies for trial.

             I n    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 SINA's action against Lowenschuss.

             The  Nevada  Bankruptcy Court confirmed Fred Lowenschuss' plan of
        reorganization in October 1993.  SINA 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








                                        - 22 -<PAGE>


        "Nevada  District  Court")  granted SINA'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 and in November
        1995,  the  Court  of  Appeals  denied  Fred Lowenschuss  petition for
        rehearing.    On June 10, 1996, the United States Supreme Court denied
        Fred Lowenschuss' petition for a writ of certiorari.

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

             On  March  8,  1996,  Fred  Lowenschuss,  as  trustee  of various
        Lowenschuss   children's   trusts   (the   "Trusts"),   and   Laurance
        Lowenschuss, as trustee for the Pension Plan, filed a counterclaim and
        a  third  party claim against SINA and First Interstate Trust Company,
        in  the  NJ  Bankruptcy  Court  alleging that the Pension Plan and the
        Trusts  timely  surrendered  certain securities for exchange under the
        Company's  1990  plan of reorganization and that those securities were
        wrongfully  dishonored  and  returned.    The  Company  replied to the
        counterclaims in April 1996 and denied the allegations.

             In  connection  with  that  litigation,  Laurance Lowenschuss, as
        trustee  for the Pension Plan, and Fred Lowenschuss, as trustee of the
        Trusts  and as custodian, filed an action in May 1996 against SINA for
        preliminary and permanent injunctive relief.  The Lowenschusses sought
        an  order  from the U.S. Bankruptcy Court for the District of Delaware
        (the  "Delaware Bankruptcy Court") to extend the post-confirmation bar
        date  of  the  Plan  and  to  secure  the  return  of certain escrowed
        distributions to holders of Old Series Notes (as defined in the Plan).
        On  May  9,  1996,  the Delaware Bankruptcy Court entered an order, to
        which  the  parties had stipulated, extending the Lowenschuss' date of
        surrender   for  Old  Series  Notes  through  November  10,  1996;  by
        stipulation,  the  date of surrender has been further extended through
        May  12,  1997;  any  funds  held in escrow under the Plan will not be
        distributed before that date.

             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  SINA  from  proceeding  against  Fred
        Lowenschuss  individually; the Nevada District Court dismissed appeals
        by  both SINA and Fred Lowenschuss, and the Ninth Circuit, on March 6,
        1997,  affirmed  the  District  Court's dismissal of Fred Lowenschuss'
        appeal;  (ii)  a  malicious  prosecution  action  brought  by  Fred
        Lowenschuss  against  SINA  and  its counsel that was dismissed by the
        Nevada  Bankruptcy  Court  and  the Nevada District Court; on March 6,
        1997,  the  Ninth  Circuit  affirmed the District Court's dismissal of
        Lowenschuss'  appeal and awarded SINA monetary sanctions, finding that
        Lowenschuss'  appeal  was  frivolous;  and  (iii)  an  action filed by
        Laurance  Lowenschuss,  as  trustee of the Pension Plan, in the Nevada
        District Court against SINA, which was transferred






                                        - 23 -<PAGE>


        to  the  U.S.  District  Court for the District of New Jersey (the "NJ
        District  Court"); in January 1996, the NJ District Court referred the
        matter  to the NJ Bankruptcy Court which has stayed the action pending
        that  Court's issuance of its decision on the merits of the November 2
        and 3, 1995 trial.


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

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


                                        PART II


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

             Since the Effective Time of the Merger, there has been no trading
        market for SINA Common Stock, all of which is owned by SIHL, or SINA's
        Class B Stock, all of which was canceled pursuant to the Merger.

             No  dividends  were paid on SINA stock during the last two fiscal
        years.    The  indentures  pursuant to which the New Notes were issued
        contain certain restrictions as to the payment of dividends by SINA.
































                                        - 24 -<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)
            <CAPTIONS>
                                                                         For the Year Ended December 31,            
            Operating Information (Note A)                    1996        1995        1994         1993        1992
            <S>                                             <C>         <C>         <C>         <C>          <C>
            Operating revenues (Note B)                     $291,945    $301,740    $353,016    $ 439,564    $436,934

            Earnings (loss) from operations (Note B)        $ 25,903    $ 41,678    $(48,570)   $  12,898    $ 21,502
            Recapitalization costs (Note C)                                           (5,232)      (8,789)     (2,848)
            Proceeds from Litigation Trust (Note D)                                    2,542
            Other income (deductions), net (Note E)          (25,640)    (25,779)    (47,631)    (105,273)    (73,456)

            Earnings (loss) before income taxes and
             extraordinary items                                 263      15,899     (98,891)    (101,164)    (54,802)
            Income tax benefit (expense) (Note F)                                                  (1,000)      1,348
            Earnings (loss) before extraordinary items           263      15,899     (98,891)    (102,164)    (53,454)
            Extraordinary items (Note G)                                             190,008                         
            Net earnings (loss)                             $    263    $ 15,899    $ 91,117    $(102,164)   $(53,454)


                                                                                 At December 31,                     
            Balance Sheet Information (Note A)                1996        1995        1994         1993        1992

            Total assets                                    $552,848    $338,451    $317,248    $ 575,785    $568,950

            Current maturities of long-term debt
             (Note H)                                       $    636    $    589    $      5    $ 466,336    $    828

            Long-term debt, excluding current
             maturities (Note H)                            $261,543    $217,356    $212,466    $  85,029    $460,712

            Shareholders' equity (deficit)                  $193,000    $ 25,947    $ 10,031    $(113,744)   $(17,262)


         /TABLE
<PAGE>


         Notes to Selected Financial Data

        Note A: See  Note 1 of Notes to Consolidated Financial Statements for
        a  discussion of the Merger in 1996 and the related change in basis of
        accounting.

                See  Note 3 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 SINA 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 3 of Notes to
        Consolidated Financial Statements.  
        Note B: In 1996 operating revenues include net proceeds of $1,320,000
        from  the  sale  of approximately two acres of undeveloped property in
        Atlantic  City  and $65,000 of additional proceeds from a prior year's
        sale  of  various  parcels in Atlantic City.  Earnings from operations
        for 1996 include a net gain of $935,000 on these transactions.

                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 3 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.








                                        - 26 -<PAGE>


        Note F:  For  the  year 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,
        " A ccounting  for  Income  Taxes."    There  was  no  effect  on  the
        accompanying  financial  data  nor  was  there  a cumulative effect of
        adopting this statement.

                See Note 14 of Notes to Consolidated Financial Statements for
        further discussion of income taxes for 1996, 1995 and 1994.  In August
        1993 tax law changes were enacted which resulted in an increase in the
        Company's  federal  income  tax  rate.    This  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.  The income tax
        benefit reported in 1992 represents federal income tax refunds.

        Note G: As  described  in  Note  3 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, then comprising
        $12,899,000  principal  amount  of  Junior  Mortgage  Notes and 12,899
        shares  of  Class  B  Stock  of  SINA,  at a price of $6,740,000.  The
        resulting gain of $4,008,000 was recorded as an extraordinary item.

        Note  H:These  items  are  presented  net  of  unamortized  premiums
        (discounts).


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

        FINANCIAL CONDITION

        Liquidity

             At  December  31,  1996,  the  Company's  current assets included
        unrestricted  cash  and  equivalents  of  $29,267,000.   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.

             Significant  cash outlays were made in the fourth quarter of 1996
        in  connection with the Merger and, although at December 31, 1996, the
        Company's  current  liabilities  exceeded  its  current  assets  by
        $7,783,000,






                                        - 27 -<PAGE>


        with the financial support of SIHL, management of the Company does not
        foresee  any  difficulty  in  meeting  its current 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.

             Capital  expenditures  in  1994  for Resorts Casino Hotel 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
        this  property  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 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.    Expenditures  for
        improvements  at  Resorts Casino Hotel during 1996 totaled $8,252,000.
        These  included  computer  system  upgrades,  the purchase of 147 slot
        m a chines  (replacements  for  older  models),  carpeting  and  other
        maintenance  projects.    During  1997,  the  Company expects to begin
        enhancing  the  Resorts  Casino  Hotel  through  the  construction  of
        additional  parking,  the renovation of approximately 500 of the hotel
        rooms and various improvements to public areas.  The planning for such
        renovation  has  just  recently  begun,  and  the  costs  and schedule
        therefor have not yet been determined.

             In  1995  the Company acquired the 4.4 acre Chalfonte Site on the
        Boardwalk,  adjacent  to Resorts Casino Hotel, in exchange for certain
        non-operating  real  estate  in  the  marina area of Atlantic City and
        approximately  $6,100,000 in cash.  In 1996 the Company entered into a
        five  year  lease with an option to purchase approximately three acres
        to  the  north of Resorts Casino Hotel.  Also in 1996 RIH purchased an
        adjacent  property and demolished the improvements on it and the newly
        leased  property at an aggregate cost of approximately $4,900,000.  In
        1996  the Company was also successful in vacating the portion of North
        Carolina  Avenue  that lies between the Chalfonte Site and the Resorts
        Casino Hotel.  In all, these parcels total more than nine acres, which
        are  expected  to  be utilized in the Company's expansion plans.  With
        the  execution  of  the  Merger  Agreement,  design  activities on the
        project






                                        - 28 -<PAGE>


        became  very  limited, although the Company continued with the process
        of   obtaining  certain  permits.    During  1996  the  Company  spent
        approximately  $4,700,000  on  Chalfonte  project  development  costs,
        including capitalized interest and real estate taxes.

             Subsequent  to  closing  the  Merger, officials of SIHL announced
        plans  to  transform Resorts Casino Hotel into a highly themed resort.
        At present, the project is in the conceptual design stage and detailed
        planning  is  expected to begin in 1998.  The expansion is expected to
        include  additional  hotel  rooms  and  a  highly  themed  casino  and
        entertainment complex.  The size and scope of the expansion depend, in
        part,  upon  the  amount  of  additional  land  the Company is able to
        acquire.    In  addition,  the  Company's  ability  to  carry  out the
        expansion  depends  on a number of other factors, including receipt of
        adequate financing and certain state and local approvals.

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

             Other  significant  uses of funds in recent years have been costs
        of $6,417,000 in 1996 related to the Merger and costs of $8,738,000 in
        1994 related to the Restructuring.

        Capital Resources and Other Sources of Funds

             In March 1997 the Company purchased $119,645,000 principal amount
        of  Mortgage Notes and $21,001,000 principal amount of Junior Mortgage
        Notes  upon consummation of the Offer.  The purchase price and Consent
        Payments  for  purchasing these tendered securities, excluding accrued
        interest,  totaled  $153,712,000.    In  connection with the Offer and
        Solicitation,  SIHL  and  SINA issued $200,000,000 principal amount of
        New  Notes  in a private placement which, after costs, resulted in net
        proceeds  to  the Company of approximately $194,000,000.  The majority
        of    these  proceeds  were used to fund the Offer; the balance of the
        proceeds  will be used for general corporate purposes.  See Note 18 of
        Notes  to  Consolidated Financial Statements for further discussion of
        these transactions.

             During  1996,  1995 and 1994 operations were the most significant
        source of funds to the Company.

             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.

             In 1994 The Griffin Group, Inc., a corporation controlled by Merv
        Griffin,  then  Chairman  of  the  Board  of SINA, paid the $3,008,000
        balance due SINA under a promissory note.









                                        - 29 -<PAGE>


        RESULTS OF OPERATIONS

        Revenues

                                           For the Year Ended December 31,
        (In Thousands of Dollars)            1996       1995       1994

        Casino/hotel:
          Atlantic City, New Jersey:
            Casino                         $257,081   $267,757   $250,482
            Rooms                             6,547      6,978      7,134
            Food and beverage                13,044     12,704     14,609
            Other casino/hotel                5,145      5,787      4,508
                                            281,817    293,226    276,733

          Paradise Island, The Bahamas(a):
            Casino                                                 28,115
            Rooms                                                  13,419
            Food and beverage                                      13,646
            Other casino/hotel                                      7,708
                                                 -0-        -0-    62,888

          Total casino/hotel                281,817    293,226    339,621

        Real estate related -
         Atlantic City, New Jersey           10,128      8,501      8,813
        Airline(a)                                                  5,674
        Other segments                                      13         12
        Intersegment eliminations                                  (1,104)

        Revenues from operations           $291,945   $301,740   $353,016

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


             Casino/hotel - Atlantic City, New Jersey

             Casino  revenues  at  RIH  decreased  by  $10,676,000 in 1996 and
        increased by $17,275,000 in 1995.  In 1996 RIH's slot win decreased by
        $7,050,000  due  primarily  to a decrease in hold percentage (ratio of
        casino  win to total amount wagered for slots or total amount of chips
        purchased  for  table  games),  though  the  total amount wagered also
        decreased.    In  1996  the  Company's  table  game  win  decreased by
        $3,183,000  as  the  effects  of  a  decrease  in amounts wagered were
        partially offset by the effects of an increased hold percentage.

             Two factors negatively affected the Company's performance in 1996
        -  heightened  competition for patrons in the Atlantic City market and
        severe weather conditions during the first quarter of 1996.









                                        - 30 -<PAGE>


             A s   competition  for  patrons  has  intensified,  promotions  -
        complimentary  services  (rooms, food and beverage provided to patrons
        without  charge),  cash  giveaways  and  events  -  have  increased.
        Commencing  in late 1995, and escalating dramatically in 1996, certain
        competitors    increased complimentaries and cash giveaways.  Although
        the  Company  did  increase  its promotions somewhat in early 1996 and
        more  significantly  during  the  second  and  third  quarters, it has
        elected  not to keep pace with the industry's increased promotions due
        to  the  belief that the resulting increase in gaming win would not be
        sufficient  to  justify  the  incremental  costs  incurred.   (In this
        regard,  see  "Casino/hotel  -  Atlantic  City,  New  Jersey"  under
        "Contribution  to  Consolidated  Earnings  (Loss) Before Extraordinary
        Items"  for  a  discussion  of  RIH's  increased costs of promotions.)
        Consequently,  the  Company's  market  share of revenues has suffered.
        Adding  to  the  competition  for patrons, expansions at two competing
        Atlantic  City  properties  opened  in May 1996 which, combined, added
        approximately  1,100  hotel rooms and approximately 85,000 square feet
        of  gaming  space.    Several  other companies have announced plans to
        expand  existing or construct new casino/hotels in Atlantic City.  See
        "New  Convention  Center  and  Casino/Hotel Expansions" under "ITEM 1.
        BUSINESS   -  (c)  Narrative  Description  of  Business"  for  related
        discussion.  The Company can give no assurance that the increased cost
        of obtaining gaming revenues will not continue in future periods.

             As  noted  above, the severe weather experienced during the first
        quarter  of  1996  adversely affected operations in that period as the
        principal means of transportation to Atlantic City is by automobile or
        bus.    The  impact of inclement weather is more severe on the Resorts
        Casino  Hotel  than  on competing properties which are more accessible
        from  main thoroughfares and which currently have more covered parking
        and covered terminals for bus patrons.

             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.  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.

             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.












                                        - 31 -<PAGE>


             Real Estate Related

             Atlantic City real estate related revenues in 1996, 1995 and 1994
        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 1996 and
        1994 also include $1,385,000 and $534,000, respectively, 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.    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.







































                                        - 32 -<PAGE>


        Contribution to Consolidated Earnings (Loss)
         Before Extraordinary Items

                                           For the Year Ended December 31,
        (In Thousands of Dollars)            1996       1995       1994

        Casino/hotel:
          Atlantic City, New Jersey        $  9,508   $ 26,346   $ 20,791
          Paradise Island, The
           Bahamas(a)                                              10,206
                                              9,508     26,346     30,997
        Real estate related -
         Atlantic City, New Jersey           10,473      8,156    (13,494)
        Airline(a)                                                     (7)
        Other segments                          127       (114)       (19)
        Management fees, net of
         corporate expense                    5,795      7,290      6,416
        Loss on SIHL Sale                                         (72,463)
        Earnings (loss) from operations      25,903     41,678    (48,570)
        Other income (deductions):
          Interest income                     3,233      3,518      2,686
          Interest expense                  (24,529)   (25,318)   (35,271)
          Amortization of debt discounts     (4,344)    (3,979)   (15,046)
          Recapitalization costs                                   (5,232)
          Proceeds from Litigation Trust                            2,542
        Earnings (loss) before
         extraordinary items               $    263   $ 15,899   $(98,891)

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


             Casino/hotel - Atlantic City, New Jersey

             Casino,  hotel  and  related  operating  results  decreased  by
        $16,838,000  for  1996  due  to  a  combination  of decreased revenues
        discussed  above  and  a net increase in operating expenses.  The most
        significant  variances  in operating expenses were increases in casino
        promotional  costs  ($7,600,000)  and  payroll  and  related  expenses
        ($1,900,000)   and  decreases  in  the  accrual  for  performance  and
        incentive  bonuses ($1,700,000), depreciation expense ($1,100,000) and
        casino  win  taxes  ($700,000).    Casino  promotional costs increased
        primarily  due  to  cash giveaways to bus patrons as the cash giveaway
        per person increased significantly, though the Company's number of bus
        passengers  was  down  slightly.   The increase in payroll and related
        costs was due to increased costs of union and other benefits and, to a
        lesser  extent, increased salary and wage rates; the average number of
        employees was down slightly.

             Casino,  hotel  and  related  operating  results  increased  by
        $5,555,000  for  1995  as  the increased revenues described above were
        partially offset







                                        - 33 -<PAGE>


        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 an 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.

             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  13  of  Notes to
        Consolidated  Financial  Statements.   The comparison of earnings from
        Atlantic City real estate related activities is also affected by (i) a
        1996 gain of $935,000 on sales of certain properties in Atlantic City,
        (ii)  credits  of $680,000 in 1996 and $400,000 in 1995 resulting from
        the favorable settlement of certain prior years  property tax appeals,
        ( i ii)  a  $580,000  credit  in  1996  from  a  favorable  litigation
        settlement,  (iv)  a  loss  of  $99,000  in  1994  on sales of certain
        properties  in Atlantic City and (v) annual increases in rental income
        under the Showboat Lease described above.

             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.

             Management Fees, Net of Corporate Expense

             This  segment  includes  credits  for  management fees which SINA
        charges certain subsidiaries based on three percent of their gross 







                                        - 34 -<PAGE>


        revenues.    The  corresponding  charges  are included in the segments
        where the respective subsidiary's operations are reported.  Management
        fees  charged  by  SINA  to RIH amounted to $9,363,000, $9,651,000 and
        $9,082,000    in  1996,  1995 and 1994, respectively.  Management fees
        charged  to  other subsidiaries totaled $21,000 in 1996 and $1,971,000
        in 1994.

             Management  fees,  net  of corporate expense, for 1995 includes a
        $1,000,000 credit from a favorable litigation settlement.

             Loss on SIHL Sale

             See  Note  3  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  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  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  reversal  of  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  14 of Notes to Consolidated Financial Statements for a
        discussion of the Company's income taxes during the years 1994 through
        1996.










                                        - 35 -<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, 1996 (a)                     December 31, 1996    
            <S>                              <C>             <C>             <C>               <C>          <C>
            Casino/hotel - Atlantic City,
             New Jersey                      $353,253        $ (3,758)       $349,495          $12,364       $13,126

            Real estate related -
             Atlantic City, New Jersey        185,928                         185,928                          5,368

            Corporate (b)                      17,425                          17,425               22             4

                                             $556,606        $ (3,758)       $552,848          $12,386       $18,498



                                                                                                For the Year Ended
                                                         December 31, 1995                       December 31, 1995    

            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 (b)                      40,754             (50)         40,704               18            47

                                             $404,248        $(65,797)       $338,451          $13,452       $13,346
            /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, 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 (c)                                                                      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 (c)                                                                           276           186
             
            Corporate (b)                      28,107            (34)        28,073                37            36

                                             $370,173       $(52,925)      $317,248           $17,250       $ 9,924



            (a)   See  Note  1 of Notes to Consolidated Financial Statements for a discussion of the Merger in 1996 and the
                  related change in basis of accounting.

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

            (c)   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                             39

             Consolidated Balance Sheets at December 31,
              1996 and 1995                                             40

             Consolidated Statements of Operations for the
              years ended December 31, 1996, 1995 and 1994              42

             Consolidated Statements of Cash Flows for the
              years ended December 31, 1996, 1995 and 1994              43

             Consolidated Statements of Changes in
              Shareholders' Equity for the years ended
              December 31, 1996, 1995 and 1994                          44

             Notes to Consolidated Financial Statements                 45
             Financial Statement Schedule:

               Schedule II:   Valuation Accounts for the
                               years ended December 31, 
                               1996, 1995 and 1994                      68


        Supplementary Data
             Selected Quarterly Financial Data (Unaudited)              69



























                                        - 38 -<PAGE>


                            REPORT OF INDEPENDENT AUDITORS


        The Board of Directors and Shareholder
        Sun International North America, Inc.

             We  have  audited  the accompanying consolidated balance sheet of
        Sun  International  North  America,  Inc.  (formerly  Griffin Gaming &
        Entertainment, Inc.) as of December 31, 1996 (post-acquisition basis).
        We have also audited the accompanying consolidated balance sheet as of
        December   31,  1995,  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, 1996 (pre-
        acquisition basis).  Sun International North America, Inc. is a wholly
        owned subsidiary of Sun International Hotels Limited.  Our audits also
        included  the financial statement schedule listed in the Index at Item
        14(a).  These financial statements and schedule are the responsibility
        of  the  Company's  management.    Our responsibility is to express an
        opinion  on  these  financial  statements  and  schedule  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  Sun  International  North  America,  Inc.  at
        December  31, 1996 (post-acquisition basis), and at December 31, 1995,
        and  the consolidated results of its operations and its cash flows for
        each  of  the  three years in the period ended December 31, 1996 (pre-
        acquisition  basis),  in conformity with generally accepted accounting
        principles.    Also,  in  our opinion, the related financial statement
        s c hedule,  when  considered  in  relation  to  the  basic  financial
        statements  taken as a whole, presents fairly in all material respects
        the information set forth therein.

                                                         /s/ Ernst & Young LLP

        Philadelphia, Pennsylvania
        February 14, 1997,
        except for Note 18, as to which the date is
        March 17, 1997












                                        - 39 -<PAGE>


                         SUN INTERNATIONAL NORTH AMERICA, INC.
                              CONSOLIDATED BALANCE SHEETS
                               (In Thousands of Dollars)

                                                        December 31,     
                                                    1996           1995
        Assets                                    (Note 1)

        Current assets:
          Cash (including cash equivalents
           of $11,926 and $35,515)                $ 29,267       $ 51,210
          Restricted cash equivalents                4,538          4,362
          Receivables, net                           7,468          7,910
          Inventories                                1,194          2,447
          Prepaid expenses                           2,055          6,615
            Total current assets                    44,522         72,544

        Land held for investment,
         development or resale                     185,769         93,795

        Property and equipment:
          Land and land rights                      73,576         54,384
          Land improvements                            932            158
          Hotels and other buildings               122,642        116,318
          Furniture, machinery and equipment        13,746         50,142
          Construction in progress                      65            200
                                                   210,961        221,202
          Less accumulated depreciation                           (62,227)
            Net property and equipment             210,961        158,975

        Deferred charges and other assets           12,673         13,137
        Goodwill                                    98,923               
                                                  $552,848       $338,451


        See Notes to Consolidated Financial Statements.
























                                        - 40 -<PAGE>


                         SUN INTERNATIONAL NORTH AMERICA, INC.
                              CONSOLIDATED BALANCE SHEETS
                      (In Thousands of Dollars, except par value)

                                                        December 31,      
        Liabilities and Shareholders'               1996            1995
         Equity                                   (Note 1)

        Current liabilities:
          Current maturities of long-term debt    $    636       $     589
          Accounts payable and accrued
           liabilities                              51,669          41,209
            Total current liabilities               52,305          41,798
        Long-term debt, net of unamortized
         premiums (discounts)                      261,543         217,356

        Deferred income taxes                       46,000          53,350

        Commitments and contingencies (Note 16)

        Shareholders' equity:
          SINA Common Stock - 100 and
           7,941,035 shares outstanding -
           $.01 par value                                               79
          Class B Stock - 35,000 shares
           outstanding in 1995 - $.01 par
           value
          Capital in excess of par                 193,000         129,572
          Accumulated deficit                                     (103,704)
            Total shareholders' equity             193,000          25,947

                                                  $552,848       $ 338,451

        See Notes to Consolidated Financial Statements.

























                                        - 41 -<PAGE>


                         SUN INTERNATIONAL NORTH AMERICA, INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                               (In Thousands of Dollars)

                                           For the Year Ended December 31,
                                             1996       1995       1994

        Revenues:
          Casino                           $257,081   $267,757   $278,597
          Rooms                               6,547      6,978     20,553
          Food and beverage                  13,044     12,704     28,255
          Other casino/hotel revenues         5,145      5,800     12,216
          Other operating revenues                                  4,582
          Real estate related                10,128      8,501      8,813
                                            291,945    301,740    353,016

        Expenses:
          Casino                            163,785    156,091    160,371
          Rooms                               3,592      3,698      6,030
          Food and beverage                  14,985     14,235     25,131
          Other casino/hotel operating
           expenses                          33,636     34,281     46,446
          Other operating expenses                                  3,483
          Selling, general and
           administrative                    37,658     38,305     49,887
          Depreciation                       12,386     13,452     17,250
          Write-down of non-operating
           real estate                                             20,525
          Loss on SIHL Sale                                        72,463
                                            266,042    260,062    401,586

        Earnings (loss) from operations      25,903     41,678    (48,570)
        Other income (deductions):
          Interest income                     3,233      3,518      2,686
          Interest expense, net of $977    
           capitalized in 1996              (24,529)   (25,318)   (35,271)
          Amortization of debt discounts     (4,344)    (3,979)   (15,046)
          Recapitalization costs                                   (5,232)
          Proceeds from Litigation Trust                            2,542
        Earnings (loss) before
         extraordinary items                    263     15,899    (98,891)
        Extraordinary items                                       190,008
        Net earnings                       $    263   $ 15,899   $ 91,117


        See Notes to Consolidated Financial Statements.















                                        - 42 -<PAGE>


          <TABLE>
                                                 SUN INTERNATIONAL NORTH AMERICA, INC.
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (In Thousands of Dollars)
            <CAPTION>
                                                                                    For the Year Ended December 31,     
                                                                                 1996             1995            1994
            <S>                                                               <C>              <C>             <C>        
            Cash flows from operating activities:
              Cash received from customers                                    $ 289,194        $ 300,089       $ 347,896
              Cash paid to suppliers and employees                             (261,184)        (242,511)       (285,343)
                Cash flow from operations before interest and income taxes       28,010           57,578          62,553
              Interest received                                                   3,254            3,431           2,882
              Interest paid, net of amount capitalized                          (24,430)         (25,088)        (15,002)
              Income taxes paid                                                    (244)            (353)           (285)
                Net cash provided by operating activities                         6,590           35,568          50,148

            Cash flows from investing activities:
              Cash proceeds from SIHL Sale, net of cash balances
               transferred                                                                                        39,747
              Payments for property and equipment, including capitalized
               interest and property taxes                                      (18,498)         (13,093)         (9,924)
              Purchase of land held for investment, development or resale        (1,177)          (6,154)
              Purchase of 12,899 Units                                                                            (6,740)
              Proceeds from sales of land held for investment, development
               or resale                                                          1,385                              650
              CRDA deposits and bond purchases                                   (3,070)          (3,152)         (3,044)
                Net cash provided by (used in) investing activities             (21,360)         (22,399)         20,689

            Cash flows from financing activities:
              Payments of Merger costs                                           (6,417)
              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
              Payments of recapitalization costs                                                                  (8,738)
              Proceeds from Litigation Trust                                                                       2,542
              Repayments of non-public debt                                        (589)            (320)           (118)
              Proceeds from exercise of stock options                                 9               17                
                Net cash provided by (used in) financing activities              (6,997)           1,512        (106,740)

            Net increase (decrease) in cash and cash equivalents                (21,767)          14,681         (35,903)
            Cash and cash equivalents at beginning of period                     55,572           40,891          76,794
            Cash and cash equivalents at end of period                        $  33,805        $  55,572       $  40,891

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


            <TABLE>
                                                 SUN INTERNATIONAL NORTH AMERICA, INC.
                                       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                       (In Thousands of Dollars)

            <CAPTION>
                                                         SINA                    Capital
                                                        Common      Class B     in excess      Accumulated      Notes
                                                        Stock        Stock       of par          deficit      receivable
            <S>                                         <C>         <C>         <C>            <C>            <C>
            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-

            Issuance of shares for stock options
             exercised                                                                 9
            Net earnings for year 1996                                                               263
            Transactions relating to Merger:
              Cancel public shares                        (79)         -0-            79
              Issue shares to SIHL                      
              Eliminate pre-Merger accumulated deficit                          (103,441)        103,441
              Fair value adjustments                                             166,781                               
            Balance at December 31, 1996 (Note 1)       $  -0-        $-0-      $193,000       $      -0-     $     -0-

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


                          SUN INTERNATIONAL NORTH AMERICA, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


        NOTE 1 - MERGER AND BASIS OF ACCOUNTING
             Sun  International  North  America,  Inc.  ("SINA")  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 Resorts Casino Hotel in Atlantic City, New
        Jersey.   SINA was known as Resorts International, Inc. until June 30,
        1995,  and  as Griffin Gaming & Entertainment, Inc. from June 30, 1995
        until  February  6,  1997.    "SINA"  is  used  herein to refer to the
        corporation  for  all  periods.    The  term  "Company" as used herein
        includes  SINA  and/or one or more of its subsidiaries, as the context
        may require.

             On December 16, 1996 (the "Effective Time"), SINA became a wholly
        owned  subsidiary  of  Sun  International  Hotels  Limited ("SIHL"), a
        corporation  organized  under  the  laws  of  the  Commonwealth of The
        Bahamas, when Sun Merger Corp., a wholly owned subsidiary of SIHL, was
        merged  with and into SINA (the "Merger").  The Merger was consummated
        pursuant  to  an  Agreement  and Plan of Merger dated as of August 19,
        1996 and amended as of October 10, 1996 (the "Merger Agreement").  The
        Merger  Agreement  was  adopted  by  SINA's  shareholders at a special
        meeting held on December 10, 1996.

             Pursuant  to  the  Merger  Agreement,  each  share of SINA common
        stock, $.01 par value per share (the "SINA Common Stock"), outstanding
        immediately  prior  to  the Effective Time of the Merger was converted
        into  the  right  to  receive  .4324 of a fully paid and nonassessable
        ordinary  share,  $.001  par  value  per share, of SIHL (the "Ordinary
        Shares").   Cash is being paid to holders of SINA Common Stock in lieu
        of  any fractional Ordinary Shares.  Also pursuant to the terms of the
        Merger  Agreement, each issued and outstanding share of Class B common
        stock,  $.01  par  value  per share, of SINA (the "Class B Stock") was
        converted  into  the  right  to  receive  .1928  of  a  fully paid and
        nonassessable  Ordinary  Share.   Since the Effective Time, each .1928
        Ordinary  Share  received  in  exchange  for  a share of Class B Stock
        trades  as  part  of  a unit (the "Units") along with $1,000 principal
        amount  of  11.375%  Junior  Mortgage Notes due December 15, 2004 (the
        "Junior   Mortgage  Notes")  issued  by  Resorts  International  Hotel
        Financing, Inc. ("RIHF"), a subsidiary of SINA.
             The  Merger  was accounted for as a purchase and, according to an
        accounting  practice  known  as  "push-down"  accounting,  the Company
        adjusted  its  consolidated net assets to reflect the amount of SIHL's
        investment  in  SINA.   In doing so, the Company's consolidated assets
        and  liabilities were adjusted to their estimated fair values based on
        independent  appraisals,  evaluations,  estimations and other studies.
        As  such  appraisals and other valuations are incomplete at this time,
        the   fair  value  adjustments  reflected  herein  are  management's
        preliminary










                                        - 45 -<PAGE>


        determination of such values based on information currently available.
        Once  all  appraisals and valuations are complete, it is possible that
        additional  valuation  adjustments may be required.  The allocation of
        the excess of SIHL's investment in SINA over SINA's net book value was
        as follows:

        (In Thousands of Dollars)

             Decrease in current assets                  $(13,475)
             Increase in land held for investment,
              development or resale                        91,247
             Increase in property and equipment            45,618
             Decrease in deferred charges and other
              assets                                      (11,602)
             Increase in goodwill                          98,923
             Increase in current liabilities              (10,878)
             Increase in long-term debt                   (40,479)
             Decrease in deferred tax liability             7,427

                                                         $166,781


             Goodwill,  the excess of SIHL's investment over the fair value of
        SINA's  net  assets, will be amortized on the straight-line basis over
        40 years.
             The appraisals and other valuation methods used to establish fair
        values  of  certain  of  the  Company's  property  and  equipment also
        provided  revised  estimates  of  remaining  depreciable lives of such
        assets  which,  particularly  for  hotels  and  other  buildings, were
        greater than those previously used by the Company.

             Because  the  impact  of  the  basis adjustments on the Company's
        consolidated  statement  of  operations  for  the  period  between the
        Effective  Time  and  December  31,  1996, was immaterial, the Company
        recorded the basis adjustments as of December 31, 1996.  The impact on
        the   Company's  operations  will  be  reflected  in  the  Company's
        consolidated statements of operations commencing January 1, 1997.

        Pro Forma Information (Unaudited)

             The  following  unaudited  pro  forma  information  reflects  the
        results  of the Company's operations as though the Merger had occurred
        at  the  beginning of each year presented and includes (i) adjustments
        for  amortization  of  goodwill,  (ii) changes in amortization of debt
        discounts  (premiums) and depreciation due to basis adjustments, (iii)
        for  1996,  elimination  of  a  gain  on  a property sale and (iv) tax
        effects.    The pro forma information is not necessarily indicative of
        future  results  or  what  the  Company's  results of operations would
        actually  have  been  had the Merger occurred at the beginning of each
        year.












                                        - 46 -<PAGE>


        (In Thousands of Dollars)                   1996           1995

             Operating revenues                   $291,945       $301,740
             Net earnings                         $  2,283       $ 10,776

        NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Principles of Consolidation

             The  consolidated  financial  statements  include the accounts of
        SINA  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
        $30,267,000,  $28,494,000 and $28,982,000 for the years 1996, 1995 and
        1994,   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
        necessarily  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:


















                                        - 47 -<PAGE>


        (In Thousands of Dollars)            1996       1995       1994

        Rooms                              $ 5,190    $ 4,813    $ 4,236
        Food and beverage                   17,035     16,846     15,787
        Other casino/hotel operations        6,586      6,403      7,467
        Total allocated to casino          $28,811    $28,062    $27,490


        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

             For  the  periods  presented  herein, property and equipment have
        been  depreciated over the estimated useful lives reported below using
        the straight-line method for financial reporting purposes.


             Land improvements                          10 years

             Hotels and other buildings               10 - 28 years

             Furniture, machinery and equipment        3 - 5 years


             In  conjunction  with  the Merger, certain estimated useful lives
        have  been  revised  and  will  be  used  to  depreciate  property and
        equipment for financial reporting purposes commencing in 1997.

        Capitalized Interest and Property Taxes

             Interest  is  capitalized  on  construction expenditures and land
        under development at the weighted average rate of the Company's public
        long-term  debt  excluding one such issue which is non-recourse to the
        Company.    Property taxes assessed on land under development are also
        capitalized.
















                                        - 48 -<PAGE>


        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.

        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

             SINA  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 SINA's
        former Bahamian subsidiaries was generally not subject to U.S. federal
        income  taxation  until it was distributed to a U.S. parent.  Deferred













                                        - 49 -<PAGE>


        federal  income  taxes  were provided on the undistributed earnings of
        Bahamian subsidiaries until their disposition.

        Per Share Data
             Because  of the Merger, which resulted in a single shareholder of
        SINA, per share data is not meaningful or comparable to that disclosed
        in  prior years' financial statements.  As a result, no per share data
        is included herein.

        NOTE 3 - 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
        "Restructuring  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 SINA Common Stock on a fully diluted
        basis  (excluding certain stock options) as of the Restructuring Date,
        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"), then an unrelated
        party,  acquired  a  60%  interest  in  the  Company s Paradise Island
        operations,  through  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
        Restructuring  Date.    Pursuant  to the purchase agreement, SIHL then
        purchased  100%  of the equity of Resorts International (Bahamas) 1984
        Limited,  SINA 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 SINA 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 Restructuring Date,
        and  2,000,000  Series  A  Ordinary Shares of SIHL (the "SIHL Shares")
        which, at that time, amounted to the remaining 40%












                                        - 50 -<PAGE>


        of the capital stock of SIHL.  These cash proceeds as well 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.

        Recapitalization Costs

             Recapitalization   costs  in  1994  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  reserves  provided in connection with the Company's 1990
        plan of reorganization.

        NOTE 4 - CASH EQUIVALENTS

             Cash equivalents at December 31, 1996 included reverse repurchase
        agreements  (federal  government securities purchased under agreements
        to  resell  those  securities)  under  which the Company had not taken
        delivery  of  the  underlying  securities  and  investments in a money
        market fund which invests exclusively in U.S. Treasury obligations.

             Restricted cash equivalents included $3,694,000 and $3,595,000 at
        December  31,  1996 and 1995, respectively, of escrowed Showboat Lease
        (defined in Note 8) payments and accrued interest thereon.





























                                        - 51 -<PAGE>


        NOTE 5 - RECEIVABLES

             Components of receivables at December 31 were as follows:

        (In Thousands of Dollars)                   1996           1995
        Gaming                                    $ 7,449        $ 7,332
          Less allowance for doubtful accounts     (3,626)        (3,519)
                                                    3,823          3,813
        Non-gaming:
          Hotel and related                           802          1,163
          Contracts and notes                         198            205
          Other                                     2,777          2,780
                                                    3,777          4,148
          Less allowance for doubtful accounts       (132)           (51)
                                                    3,645          4,097

                                                  $ 7,468        $ 7,910


        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
        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.
                The CRDA bonds have interest rates ranging from 3.9% to 7% and
        have  repayment terms of between 20 and 50 years.  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 1996, 1995 and 1994
        for  discounts  on obligations arising in those years were $1,505,000,
        $1,567,000 and $1,461,000, respectively.












                                        - 52 -<PAGE>


             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,  1996,  RIH  had $6,859,000 face value of bonds
        issued by the CRDA and had $19,701,000 on deposit with the CRDA. 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.

        NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

             Components   of  accounts  payable  and  accrued  liabilities  at
        December 31 were as follows:
        (In Thousands of Dollars)                   1996           1995

        Accrued payroll and related taxes and
         benefits                                 $11,115        $12,241
        Accrued Merger and related costs            9,754
        Accrued interest                            7,938          7,839
        Accrued gaming taxes, fees and related
         assessments                                6,705          7,211
        Trade payables                              2,800          2,163
        Customer deposits and unearned revenues     1,685          2,081
        Accrued costs of recapitalization             875            590
        Other accrued liabilities                  10,797          9,084

                                                  $51,669        $41,209


        NOTE 8 - LONG-TERM DEBT

             As  part  of  the Restructuring in 1994, RIHF issued $125,000,000
        principal  amount  of  11%  Mortgage  Notes (the "Mortgage Notes") due
        September 15, 2003 and $35,000,000 principal amount of Junior Mortgage
        Notes.    The  Mortgage  Notes  and  the  Junior  Mortgage  Notes  are
        guaranteed by RIH.

             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  indenture  pursuant  to which the
        Mortgage  Notes  were  issued  permits the liens securing the Mortgage
        Notes to be subordinated to a lien securing a working capital facility
        of up to $20,000,000.














                                        - 53 -<PAGE>


             The  Junior  Mortgage  Notes  were  issued  as part of Units with
        SINA s Class B Stock.  Pursuant to the Merger, these Units now consist
        of $1,000 principal amount of Junior Mortgage Notes and .1928 Ordinary
        Share.    These  fractional  Ordinary  Shares  may  not be transferred
        separately from the related Junior Mortgage Note.
             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 are
        subordinated  to  the  liens  securing  the Mortgage Notes.  Also, the
        indenture  pursuant  to  which  the  Junior Mortgage Notes were issued
        permits  the  liens  securing  the  Junior  Mortgage  Notes  to  be
        subordinated  to  a  lien securing a working capital facility of up to
        $20,000,000.

             The  indentures  pursuant  to  which  the  Mortgage Notes and the
        Junior  Mortgage  Notes  were  issued (collectively, the "Indentures")
        prohibit  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  SINA  to  loans  from  proceeds  of  a senior working capital
        facility  of  up  to  $20,000,000  and other advances not in excess of
        $1,000,000  in  the aggregate at any time outstanding.  As of December
        31,  1996,  RIH  had $21,642,000 of cash and equivalents, all of which
        was 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, including
        $12,899,000  principal  amount of Junior Mortgage Notes, at a price of
        $6,740,000.    The  resulting  gain  of  $4,008,000 was reported as an
        extraordinary item.

             See  Note  18 for discussion of certain financing transactions in
        early 1997.

             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
        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.













                                        - 54 -<PAGE>


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

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

        Mortgage Notes            $125,000   $134,375   $125,000    $115,313
        Unamortized premium
         (discount)                  7,500               (16,872)
                                   132,500               108,128

        Junior Mortgage Notes       35,000                35,000
        Less notes held by RIH     (12,899)              (12,899)
                                    22,101     23,869     22,101      20,333
        Unamortized premium
         (discount)                  1,326                (3,468)
                                    23,427                18,633

        Showboat Notes             105,333    105,333    105,333      97,433
        Unamortized discount                             (15,657)
                                   105,333                89,676

        Other                          919        919      1,508       1,508
                                   262,179    264,496    217,945     234,587
        Less due within one year      (636)      (636)      (589)       (589)

                                  $261,543   $263,860   $217,356    $233,998


             The  fair  value presented above for the Company's long-term debt
        as  of December 31, 1996 is based on December 31 closing market prices
        for  Mortgage  Notes  and  Junior  Mortgage  Notes,  a valuation by an
        investment  banking  firm  for  the Showboat Notes for which, although
        publicly traded, no active market exists, and carrying value for other
        debt, because other debt is not considered material to the total.  The
        fair  value  presented  above  for  the Company's long-term debt as of
        December  31,  1995  is based on December 31 closing market prices for
        Mortgage Notes, Junior Mortgage Notes and Showboat Notes, and carrying
        value for other debt.

             Minimum  principal  payments  of long-term debt outstanding as of
        December  31, 1996, for the five years thereafter are as follows: 1997
        -  $636,000;  1998  -  $283,000; 1999 - none; 2000 - $105,333,000; and
        2001 - none.

             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.












                                        - 55 -<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 11 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
        during  the  three  years  ended  December  31,  1996 were as follows:
        Mortgage  Notes  -  14.1%; Junior Mortgage Notes - 14.8%; and Showboat
        Notes - 11.2%.  The effective interest rates on the Company's publicly
        held  debt  after  the basis adjustments recorded at December 31, 1996
        were  as  follows:    Mortgage  Notes  - 9.9%; Junior Mortgage Notes -
        10.4%; and Showboat Notes - 8.4%.

        NOTE 9 - SHAREHOLDERS' EQUITY

             SINA  is presently authorized to issue 100,000,000 shares of SINA
        Common Stock, 120,000 shares of Class B Stock and 10,000,000 shares of
        preferred  stock.   As a result of the Merger, the only shares of SINA
        stock  outstanding  are  100 shares of SINA Common Stock, all of which
        are owned by SIHL.

             On  June  27,  1995,  SINA s shareholders approved a one-for-five
        reverse  stock  split (the "Reverse Stock Split") of SINA Common Stock
        which  became  effective  on  June  30,  1995.    As of June 30, 1995,
        $318,000  was reclassified from SINA Common Stock to capital in excess
        of par in order to reflect the Reverse Stock Split.  All references to
        number  of  shares and prices of SINA Common Stock in the consolidated
        financial  statements  and notes thereto for periods prior to June 30,
        1995,  have  been  retroactively restated to reflect the Reverse Stock
        Split.

        NOTE 10 - RELATED PARTY TRANSACTIONS

        License and Services Agreements
             In  connection  with  the  Merger,  SINA  and  RIH entered into a
        license  and services agreement (the "License and Services Agreement")
        with  The  Griffin  Group,  Inc.  (the "Griffin Group"), a corporation
        controlled  by  Merv  Griffin, Chairman of the Board of SINA until the
        Effective  Time.    The  License  and Services Agreement grants to the
        Company  a  non-exclusive license to use the name and likeness of Merv
        Griffin to advertise and promote the Company's casino/hotel properties
        as well as SIHL's other properties in Connecticut and The Bahamas (the
        "Casino Properties").











                                        - 56 -<PAGE>


        The  Company also has the non-exclusive right to use certain shows and
        gaming  concepts  set  forth  therein  and  the non-exclusive right to
        services provided by Mr. Griffin, on a pay or play basis, as marketing
        consultant  and as host, producer, presenter and featured performer in
        various shows to be presented at the Casino Properties.
             As  compensation under the License and Services Agreement, at the
        Effective  Time,  the  Company  paid  Griffin  Group  fees  totaling
        $10,973,000  for  the license and services through September 16, 2001.
        Also,  all  business,  travel  and  other expenses incurred by Griffin
        Group  in  connection with providing requested services are to be paid
        by the Company as such expenses are incurred.

             The License and Services Agreement is to continue until September
        16, 2001 and provides for earlier termination by either the Company or
        Griffin  Group  under  certain circumstances.  Upon any termination of
        the  agreement, Griffin Group is entitled to retain all monies paid to
        it  and  is entitled to be paid all amounts owing to it as of the date
        of  termination.    Additionally,  in  the  event of any sale or other
        disposition  of  any of the Casino Properties, the use of the name and
        likeness of Mr. Griffin must cease with respect to such property.

             In  the  License  and  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.

             The  License  and  Services  Agreement  terminated the previously
        existing  license  and  services agreement among the same parties (the
        "1992  License  Agreement"),  which  otherwise  would  have expired on
        September  16,  1997.    However,  the  License and Services Agreement
        provides  for  the  continuation  of  the license and services for the
        remaining  period  of  the  1992  License  Agreement  and calls for no
        additional  compensation  for the period ending September 16, 1997 and
        no repayments of amounts prepaid under the 1992 License Agreement.  In
        the  1992  License  Agreement,  Griffin  Group  granted SINA 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  1992  License Agreement, Mr. Griffin was to provide
        certain  services to the Company, including serving as Chairman of the
        Board  of  SINA  and  as  a  host,  producer and featured performer in
        various  shows to be presented in Resorts Casino Hotel, and furnishing
        marketing and consulting services.

             The  1992  License  Agreement  provided  for  annual  payments on
        September  17,  each representing a prepayment for the year ending two
        years  hence.  In 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  1992 License Agreement by reducing the amount of
        the  note  receivable  from Griffin Group (the "Group Note") described
        below.











                                        - 57 -<PAGE>


        Compensation for the year ended September 16, 1994 was $2,100,000.  In
        September  1993  the  Company  notified  Griffin  Group  that it would
        satisfy  its  obligation  to  make the $2,205,000 payment for the year
        ended  September  16,  1995 by reducing the Group Note by that amount.
        In May 1994, as part of the Restructuring, SINA reduced the Group Note
        by $2,310,000 in satisfaction of the payment due in September 1994 for
        the  year  ended September 16, 1996.  The final payment required under
        the  1992  License  Agreement,  $2,425,000, was to be due in September
        1995.    On  August  1,  1994,  following  review  and approval by the
        independent members of SINA's Board of Directors, SINA agreed to issue
        388,000  shares  of SINA Common Stock to an affiliate of Griffin Group
        in  satisfaction  of this final payment obligation.  The closing price
        of  SINA  Common  Stock  on  the date of the agreement was $5.3125 per
        share.
             The  1992  License  Agreement  also  provided for the issuance of
        warrants,  which  were  exercisable  through  May 3, 1998, to purchase
        933,370 shares of SINA Common Stock at $6.00 per share to an affiliate
        of  Griffin Group.  In connection with the Merger, these warrants were
        converted into warrants to purchase Ordinary Shares.

             Because of recent and expected changes in the Company's marketing
        strategy,  the  significant  reduction  recently  in  Mr.  Griffin's
        participation  in  activities  related  to  the Company's business and
        uncertainties  as  to  Mr.  Griffin's providing future services to the
        Company, all prepaid fees under the License and Services Agreement and
        the  1992  License  Agreement  were  written  off  in  the  process of
        restating  the  Company's  assets  and  liabilities  at  fair value in
        connection with the Merger.

        Notes Receivable from Related Parties

             Pursuant  to  the  Company's  1990  plan  of  reorganization,  in
        September  1990  SINA  received $12,345,000 in cash and an $11,000,000
        promissory  note  (the  "Griffin  Note") from Merv Griffin for certain
        shares  of  SINA  Common  Stock  purchased  by him.  In April 1993, in
        accordance with the 1992 License 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 1992 License
        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.














                                        - 58 -<PAGE>


        Sale of Resorts Entertainment, Inc. ("REI")

            REI, a subsidiary of SINA that was known as Griffin Entertainment,
       Inc. until February 6, 1997, was formed in 1995 to pursue development and
       production activities in the television, live entertainment and motion
       picture industries.  In March 1996, in  order  to enable the Company to
       concentrate its efforts on expansion of its core gaming  business, the
       independent members of the Board of Directors of SINA accepted an  
       offer from Griffin Group to purchase the assets and ongoing operations
       of REI at a  purchase  price to equal the amount of the Company's
       expenditures on these assets and  operations  from  their inception
       in September 1995 through the consummation of the transaction. There
       were no revenues offsetting these expenditures, which totaled
       approximately $340,000 through April 30, 1996, the effective date of
       the sale.

       Other

             Effective  May  1,  1995 Thomas E. Gallagher became President and
        Chief Executive Officer of SINA.  Mr. Gallagher has been President and
        Chief  Executive  Officer  of  Griffin  Group  since  April  1992.  In
        connection  with  Mr.  Gallagher  s appointment as President and Chief
        Executive  Officer  of  SINA,  following  review  and  approval  by
        independent  members  of SINA s Board of Directors, SINA 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.  Effective January 1, 1996, Mr.
        Gallagher  was  paid  directly  by  SINA and the Company's payments to
        Griffin Group for his services ceased.

             The  Company  reimbursed  Griffin  Group  $157,000,  $183,000 and
        $296,000 for charter air services related to Company business rendered
        in 1996, 1995 and 1994, respectively.

             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   $130,000  and  $266,000  from  Players  Island  under  this
        agreement  for  services  rendered during 1996 and 1995, respectively,
        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.

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














                                        - 59 -<PAGE>


        NOTE 11 - 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 (included in land held for investment,
        development   or  resale  in  the  accompanying  Consolidated  Balance
        Sheets).    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, 1997, total $8,805,000.
        The  lease  payments are adjusted annually, as of April 1, for changes
        in the consumer price index.

             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 12 - RETIREMENT PLANS

             SINA  and certain of its subsidiaries participate, and certain of
        SINA'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  $725,000,  $652,000  and  $683,000  in  1996,  1995  and  1994,
        respectively.
          
             In  addition to the plan described above, union and certain other
        employees  of  RIH and certain former subsidiaries of SINA 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 $1,051,000, $881,000 and $1,066,000 in
        1996, 1995 and 1994, respectively.

        NOTE 13 - 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.














                                        - 60 -<PAGE>


        NOTE 14 - INCOME TAXES

             In  1996 net operating losses ("NOLs") were generated for federal
        and  state  tax  purposes  for which no benefits were recognized.  The
        Company  did  record  a  $77,000 current federal tax benefit resulting
        from  the  carry  back  of  capital  losses to a prior year, which was
        offset by a deferred tax provision of the same amount.

             In  1995  and 1994 the Company recorded current tax provisions of
        $350,000    and   $300,000,   respectively,   representing   estimated
        Alternative  Minimum  Tax  ("AMT")  resulting  from utilization of NOL
        carryforwards  to offset the regular taxable income generated in those
        years.    These  current  tax  provisions  were offset by deferred 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
        ownership.    The gain on the exchange of the Series Notes in 1994 was
        excludable  from  the  Company's  taxable  income because the exchange
        occurred pursuant to a plan confirmed by the Bankruptcy Court.

             No  state  tax  provision was recorded in 1995 or 1994 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.   With the application of push-down accounting in connection
        with  the  Merger,  the  Company's consolidated assets and liabilities
        were  adjusted  to their estimated fair values for financial reporting
        purposes.   Such revaluation is not permitted for income tax purposes.
        This  accounts  for  the  majority of the changes in components of the
        Company's net deferred tax liability shown below as of December 31.






















                                        - 61 -<PAGE>


        (In Thousands of Dollars)                    1996           1995

        Deferred tax liabilities:
          Basis differences on land held for
           investment, development or resale      $ (63,600)     $ (32,700)
          Basis differences on property and
           equipment                                (42,200)       (20,900)
          Other                                      (3,100)        (3,100)
            Total deferred tax liabilities         (108,900)       (56,700)

        Deferred tax assets:
          NOL carryforwards                         197,500        197,000
          Basis differences on land held for
           investment, development or resale          9,300         16,000
          Book reserves not yet deductible
           for tax                                   26,300         14,350
          Basis differences on debt                  23,300          8,400
          Tax credit carryforwards                    1,000          1,000
          Other                                       7,800          4,700
            Total deferred tax assets               265,200        241,450

          Valuation allowance for deferred
           tax assets                              (202,300)      (238,100)
            Deferred tax assets, net of
             valuation allowance                     62,900          3,350
        Net deferred tax liabilities              $ (46,000)     $ (53,350)


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

                                            1996       1995       1994

        Statutory federal income tax
         rate                               35.0%      35.0%     (35.0%)
        NOLs and temporary differences
         for which no taxes were provided
         or benefits recognized            (44.7%)    (37.6%)     37.2%
        Other, principally meals and
         entertainment                       9.7%       2.6%      (2.2%)

        Effective tax rate                   0.0%       0.0%       0.0%

             For federal income tax purposes the Company had NOL carryforwards
        of  approximately  $564,000,000  at December 31, 1996; however, due to
        the  change of ownership of SINA in 1996, these NOL carryforwards (the
        "Pre-Change  NOLs") are limited in their availability to offset future
        taxable












                                        - 62 -<PAGE>


        income  of  the  Company.    As  a  result  of  these  limitations,
        approximately $10,200,000 of Pre-Change NOLs will become available for
        use  each  year  through the year 2009.  An additional $130,000,000 of
        these  Pre-Change  NOLs would be available to offset gains on sales of
        assets  owned  at the date of change in ownership of the Company which
        are  sold  within  five  years of that date.  The remaining Pre-Change
        NOLs are expected to expire unutilized.  The restricted NOLs which the
        Company  believes may  become available to the Company for utilization
        in  spite  of the limitations expire as follows:  $18,000,000 in 2004,
        $128,000,000  in  2005,  $23,000,000  in  2006,  $31,000,000  in 2007,
        $56,000,000 in 2008, $1,000,000 in 2009 and $6,000,000 in 2011.

             Also  at  December  31,  1996, the Company had federal income tax
        credit  carryforwards  of approximately $400,000, which are restricted
        as  to  use  and  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, 1996, SINA had approximately $206,000,000 of NOL
        carryforwards  in  New  Jersey which expire as follows: $20,000,000 in
        1997,  $30,000,000  in 1998, $46,000,000 in 1999, $66,000,000 in 2000,
        $43,000,000 in 2001 and $1,000,000 in 2002.

             At  December  31, 1996, RIH had approximately $117,000,000 of NOL
        carryforwards  in New Jersey which expire as follows:  $111,000,000 in
        1997, $1,000,000 in 2001 and $5,000,000 in 2003.

             The  source  of earnings (loss) before extraordinary items was as
        follows:

        (In Thousands of Dollars)            1996       1995        1994

        U.S. source earnings (loss)          $263     $15,899    $(106,487)
        Foreign source earnings                                      7,596
        Earnings (loss) before
         extraordinary items                 $263     $15,899    $ (98,891)

























                                        - 63 -<PAGE>


        NOTE 15 - STATEMENTS OF CASH FLOWS

             Supplemental  disclosures  required  by  Statement  of  Financial
        Accounting  Standards No. 95, "Statement of Cash Flows," are presented
        below.
        (In Thousands of Dollars)            1996       1995        1994

        Reconciliation of net earnings
         to net cash provided
         by operating activities:
          Net earnings                     $   263    $15,899    $  91,117
          Adjustments to reconcile net
           earnings 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                    12,386     13,452       17,250
            Amortization of debt discounts   4,344      3,979       15,046
            Provision for doubtful
             receivables                     1,417        925        1,212
            Provision for discount on
             CRDA obligations, net of
             amortization                    1,497      1,561        1,456
            Deferred tax provision 
             (benefit)                          77       (350)        (300)
            Recapitalization costs                                   5,232
            Proceeds from Litigation
             Trust                                                  (2,542)
            Net (gain) loss on asset 
             sales/dispositions               (873)        36          107
            Net increase in receivables     (1,211)    (2,579)        (913)
            Net (increase) decrease in
             inventories and prepaid
             expenses                       (7,426)     2,056        3,967
            Net (increase) decrease in
             deferred charges and other
             assets                         (1,474)       215        1,073
            Net increase (decrease) in
             accounts payable and 
             accrued liabilities            (2,410)       374       14,463
          Net cash provided by
           operating activities            $ 6,590    $35,568    $  50,148
















                                        - 64 -<PAGE>


        (In Thousands of Dollars)            1996       1995       1994

        Non-cash investing and
         financing transactions:

          Adjustments to consolidated
           net assets to reflect
           SIHL's investment in SINA
           (see Note 1)                    $166,781
             
          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
            SINA Common Stock (at
             estimated market value)                               24,415
            Other liabilities                                         125

          Reduction in Group Note
           applied to prepaid services                              2,310

          Issuance of SINA Common Stock
           for prepaid services                                     2,060

          Issuance of SINA Common Stock
           in settlement of certain
           recapitalization costs                                     865
          Increase in liabilities for
           additions to property and
           equipment and other assets                                  80


        NOTE 16 - COMMITMENTS AND CONTINGENCIES

        Land Lease/Option

             The  Company  entered  into  a  five  year lease effective August
         1, 1996 (the "Lease  Agreement"),  to  lease approximately 3
         acres to the north of Resorts Casino Hotel and an additional .6
         acres nearby (the "Leased Property").  In accordance with the  Lease
         Agreement  (i)  the Company is required to pay rent of $825,000 per
         year plus  related  real  estate  taxes,  (ii)  the Company has an
         option to purchase the Leased Property for $12,000,000 on July 31,
         1997 and every consecutive July 31 until  and













                                                - 65 -<PAGE>


         including  the expiration date of the lease, July 31, 2001, and (iii)
         the lessor has an  option  to  require  the Company to purchase the
         Leased Property for $12,000,000 upon the expiration date of the lease.

         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 an
        extensive  period  of  time  until  late  1995  when  the  Company was
        contacted  by  the  CRDA.    CRDA  legal representatives have recently
        indicated  that  Treasury may take a position that RIH owes additional
        investment  alternative  taxes  including  interest  and  possibly
        penalties.    If  these  issues are determined adversely, RIH could be
        required  to  pay  the  relevant  amount  in  cash.  Management of the
        Company  intends  to  contest  these  issues and believes a negotiated
        settlement  with  an  insignificant  monetary  cost  to the Company is
        possible.

        Litigation

             SINA  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 17 - GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION

             Schedules of geographic and business segment information relating
        to  (i)  revenues,  (ii)  contribution to consolidated earnings (loss)
        before 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."

        NOTE 18 - 1997 REFINANCING

             In February 1997 RIHF mailed to each holder of Mortgage Notes and
        Junior  Mortgage  Notes  an Offer to Purchase and Consent Solicitation
        Statement  offering to purchase for cash (the "Offer") the outstanding
        Mortgage  Notes and Junior Mortgage Notes and soliciting consents (the
        "Solicitation")  for  amending  the Indentures to, among other things,
        release  the  collateral  for  these securities, which is described in
        Note 8.  Holders who validly tendered their securities and consents by
        February  26,  1997  (the "Consent Date") were entitled to receive the
        purchase price of 106.733% for the Mortgage Notes and 107.447% for the
        Junior Mortgage Notes, accrued interest through March 12, 1997, and an
        additional  2.5% consent payment (the "Consent Payment").  Holders who
        tendered  their securities and consents subsequent to the Consent Date
        but  prior  to the Offer's expiration on March 10, 1997, were entitled
        to











                                        - 66 -<PAGE>


        the  purchase price and accrued interest, but not the Consent Payment.
        $119,645,000  principal  amount  of  Mortgage  Notes  and  $21,001,000
        principal amount of Junior Mortgage Notes were tendered.  The purchase
        price  and  Consent Payments for purchasing these tendered securities,
        excluding  accrued  interest,  totaled  $153,712,000.    $5,355,000
        principal  amount of Mortgage Notes and $1,100,000 principal amount of
        Junior  Mortgage  Notes  were not validly tendered and, therefore, not
        purchased  pursuant to the Offer.  These securities remain outstanding
        as unsecured obligations and operate under the Indentures, as amended.
        Under  the  amended  Indentures, the repayment terms, interest payment
        terms  and  redemption provisions for the remaining Mortgage Notes and
        Junior  Mortgage Notes are unchanged; however, many of the restrictive
        covenants   as  to  payment  of  dividends  and  incurring  additional
        indebtedness,  as  disclosed  in  Note  8,  have  been  deleted.   See
        discussion  below  for  certain restrictions related to the New Notes.
        The  remaining  Junior  Mortgage  Notes  continue  to trade as part of
        Units.

             In connection with the Offer and Solicitation, SIHL and SINA (the
        "Issuers")  issued  $200,000,000  principal  amount  of  9%  Senior
        Subordinated  Notes  due 2007 (the "New Notes") in a private placement
        which,  after  costs,  resulted  in  net  proceeds  to  the Company of
        approximately  $194,000,000.  The majority of these proceeds were used
        to  fund  the  Offer;  the  balance  of  the proceeds will be used for
        general  corporate  purposes.    The  New  Notes,  which are unsecured
        obligations,  are  unconditionally  guaranteed by RIH, GGRI, Inc., the
        wholly  owned subsidiary of SINA which owns RIH, and certain of SIHL's
        subsidiaries  (the "Guarantors").  RIH's guarantee of the New Notes is
        senior  to  its  guarantee  of  the Mortgage Notes and Junior Mortgage
        Notes.  Interest on the New Notes is payable on March 15 and September
        15 in each year, commencing September 15, 1997.  The indenture for the
        New  Notes  contains  certain  covenants, including limitations on the
        ability  of the Issuers and the Guarantors to, among other things: (i)
        incur  additional indebtedness, (ii) incur certain liens, (iii) engage
        in  certain  transactions  with  affiliates and (iv) pay dividends and
        make  certain  other  restricted payments.  Because the New Notes were
        issued  in  a  private  placement, they are restricted as to transfer.
        According  to  a  registration rights agreement among the Issuers, the
        Guarantors  and  the  initial  purchasers  (the  "Purchasers")  in the
        private placement, the Issuers are obligated to exchange the New Notes
        for  registered  securities  with terms substantially identical to the
        New  Notes, to register the New Notes under the Securities Act of 1933
        or pay liquidated damages to the Purchasers.



















                                        - 67 -<PAGE>


          <TABLE>                                                                           SCHEDULE II

                                               SUN INTERNATIONAL NORTH AMERICA, 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, 1996:

            Allowance for doubtful receivables:
              Gaming                                 $3,519         $1,317                        $(1,210)       $3,626
              Other                                      51            100                            (19)          132
                                                     $3,570         $1,417                        $(1,229)       $3,758


            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




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


            <TABLE>
            SELECTED QUARTERLY FINANCIAL DATA  (Unaudited)
            (In Thousands of Dollars)

            The table below reflects selected quarterly financial data for the years 1996 and 1995.

            <CAPTION>
                                                        1996                                       1995                 
            For the Quarter            First     Second     Third     Fourth      First      Second    Third      Fourth
            <S>                       <C>       <C>        <C>       <C>         <C>        <C>       <C>        <C>
            Operating revenues        $66,149   $76,824    $81,037   $67,935     $69,761    $76,700   $85,602    $69,677

            Earnings from
             operations               $ 2,466   $10,125    $12,012   $ 1,300     $ 6,155    $12,182   $16,755    $ 6,586

            Other income
             (deductions), net
             (a)                       (6,579)   (6,327)    (6,252)   (6,482)     (6,135)    (6,486)   (6,595)    (6,563)

            Net earnings (loss)       $(4,113)  $ 3,798    $ 5,760   $(5,182)    $    20    $ 5,696   $10,160    $    23





            (a)  Includes interest income, interest expense and amortization of debt discounts.

         /TABLE
<PAGE>


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

             None.

                                       PART III


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

                                        PART IV


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

             (a) Documents Filed as Part of This Report
        1.   The  financial statement index required herein is incorporated by
             reference  to  "ITEM  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
             DATA."

        2.   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)(a)      Agreement  and  Plan  of  Merger,  dated August 19, 1996,
                    among  SIHL, Sun Merger Corp. and SINA.  (Incorporated by
                    reference  to  Exhibit  (2)(a)  to  Registrant's Form 8-K
                    Current  Report  dated  August  19,  1996, in File No. 1-
                    4748.)

















                                        - 70 -<PAGE>


        (2)(b)      Amendment  dated  October  10,  1996 to the Agreement and
                    Plan  of  Merger  among  SIHL, Sun Merger Corp. and SINA.
                    (Incorporated  by  reference  to  Annex I to Registrant's
                    Definitive  Proxy  Statement  dated  November  1, 1996 on
                    Schedule 14A in File No. 1-4748.)
        (2)(c)      Stockholder  Agreement, dated August 19, 1996, among SIHL
                    and  the  various Stockholders of SINA set forth therein.
                    (Incorporated  by  reference  to  Exhibit  (2)(b)  to
                    Registrant's  Form  8-K  Current  Report dated August 19,
                    1996, in File No. 1-4748.)

        (2)(d)      Amendment  dated  October  10,  1996  to  the Stockholder
                    Agreement among SIHL and the various Stockholders of SINA
                    set  forth  therein.  (Incorporated by reference to Annex
                    II  to  Registrant's  Definitive  Proxy  Statement  dated
                    November 1, 1996 on Schedule 14A in File No. 1-4748.)

        (2)(e)      Stockholder  Agreement,  dated  August  19, 1996, between
                    SINA  and  SIIL.    (Incorporated by reference to Exhibit
                    (2)(c)  to  Registrant's  Form  8-K  Current Report dated
                    August 19, 1996, in File No. 1-4748.)

        (2)(f)      Amendment  dated  October  10,  1996  to  the Stockholder
                    Agreement  between  SINA  and  SIIL.    (Incorporated  by
                    reference  to  Annex III to Registrant's Definitive Proxy
                    Statement  dated November 1, 1996 on Schedule 14A in File
                    No. 1-4748.)

        (3)(a)(1)   Restated    Certificate   of   Incorporation   of   SINA.
                    (Incorporated  by  reference  to  Exhibit  (3)(a)  to
                    Registrant's  Form  10-Q Quarterly Report for the quarter
                    ended June 30, 1996, in File No. 1-4748.)

        (3)(a)(2)   Certificate  of  Amendment  of  Restated  Certificate  of
                    Incorporation of SINA.

        (3)(b)      Amended  and  Restated By-Laws of SINA.  (Incorporated by
                    reference  to  Exhibit  (3)(b)  to Registrant's Form 10-Q
                    Quarterly  Report for the quarter ended June 30, 1996, in
                    File No. 1-4748.)

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



















                                        - 71 -<PAGE>


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

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

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

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

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

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

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

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












                                        - 72 -<PAGE>


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

        (4)(b)(10)  Form of First Supplemental Indenture dated as of March 5,
                    1997, among RIHF, as issuer, RIH, as guarantor, and State
                    Street  Bank  and  Trust Company of Connecticut, National
                    Association,   as  trustee,  with  respect  to  RIHF  11%
                    Mortgage Notes due 2003.

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

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

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

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

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

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
















                                        - 73 -<PAGE>


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

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

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

        (4)(c)(10)  Form of First Supplemental Indenture dated as of March 5,
                    1997,  between  RIHF,  as  issuer, RIH, as guarantor, and
                    U.S.  Trust Company of California, N.A., as trustee, with
                    respect to RIHF 11.375% Junior Mortgage Notes due 2004.

        (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.)

        (4)(e)(1)   Form  of  Purchase  Agreement  for $200,000,000 principal
                    amount  of  9%  Senior  Subordinated Notes due 2007 dated
                    March  5,  1997,  among  SIHL and SINA, as issuers, Bear,
                    Stearns  &  Co.  Inc.,  Societe  Generale  Securities
                    Corporation  and  Scotia  Capital  Markets (USA) Inc., as
                    purchasers,  and  various subsidiaries of SIHL, including
                    RIH and GGRI, as guarantors.

        (4)(e)(2)   Form  of  Indenture  dated  as of March 10, 1997, between
                    SIHL  and SINA, as issuers, various subsidiaries of SIHL,
                    including  RIH  and  GGRI, as guarantors, and The Bank of
                    New  York,  as  trustee,  with  respect  to  $200,000,000
                    principal  amount  of  9%  Senior  Subordinated Notes due
                    2007, and exhibits thereto.



















                                        - 74 -<PAGE>


        (4)(e)(3)   Form  of  Registration Rights Agreement dated as of March
                    5,  1997, by and among SIHL and SINA, as issuers, various
                    subsidiaries  of  SIHL,  including  RIH  and  GGRI,  as
                    guarantors,   and  Bear,  Stearns  &  Co.  Inc.,  Societe
                    Generale  Securities  Corporation  and  Scotia  Capital
                    Markets (USA) Inc., as purchasers.

        (4)(e)(4)   Form  of  Inter-Borrower  Agreement dated as of March 10,
                    1997, between SIHL and SINA.

        (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.).  (Incorporated by reference to
                    Exhibit  (10)(a)(2)  to  registrant's  Form  10-K  Annual
                    Report  for  the  fiscal year ended December 31, 1995, in
                    File No. 1-4748.)

        (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.)












                                        - 75 -<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)* SINA  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 SINA 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 SINA 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
                    2 4 ,    1993,  between  SINA  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)*    Non-Competition  and  Confidentiality  Agreement  dated
                    December  16,  1996,  among  SINA,  SIHL  and  Thomas  E.
                    Gallagher.
                    Gallagher.

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














                                        - 76 -<PAGE>


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

        (10)(e)(3)  Form  of  License  and  Services  Agreement among Griffin
                    Group, SINA and RIH.  (Incorporated by reference to Annex
                    VI  to  registrant's  Definitive  Proxy  Statement  dated
                    November 1, 1996 on Schedule 14A in File No. 1-4748.)

        (10)(f)     Litigation  Trust  Agreement,  dated  as of September 17,
                    1990,  among SINA, 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,
                    SINA,  GGRI, Inc., State Street Bank and Trust Company of
                    Connecticut,  National Association, U.S. Trust Company of
                    California, N.A. and any lenders which provide additional
                    facilities.   (Incorporated by reference to Exhibit 10.64
                    to  registrant's  Form S-4 Registration Statement in File
                    No. 33-50733.)

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

        (27)(a)     Financial data schedule.

        (27)(b)     Restated  financial  data  schedule  for  the  year ended
                    12/31/95.
        _________________

        *  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

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














                                        - 77 -<PAGE>


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

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

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

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

















































                                        - 78 -<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.

                                        SUN INTERNATIONAL NORTH AMERICA, INC.
                                                    (Registrant)


        Date:  March 20, 1997           By /s/ Matthew B. Kearney            
                                           Matthew B. Kearney
                                           Executive Vice President - Finance

             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/ Howard B. Kerzner                     March 20, 1997
           Howard B. Kerzner
           Director

        By /s/ Charles D. Adamo                      March 20, 1997
           Charles D. Adamo
           Director


        By /s/ Matthew B. Kearney                    March 20, 1997
           Matthew B. Kearney
           Executive Vice President - Finance
           (Principal Executive Officer and
           Principal Financial Officer)


        By /s/ David G. Bowden                       March 20, 1997
           David G. Bowden
           Vice President - Controller
           (Principal Accounting Officer)




















                                        - 79 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (2)(a)         Agreement and Plan of        Incorporated by
                        Merger, dated August 19,     reference to Exhibit
                        1996, among SIHL, Sun        (2)(a) to Registrant's
                        Merger Corp. and SINA.       Form 8-K Current Report
                                                     dated August 19, 1996,
                                                     in File No. 1-4748.

        (2)(b)          Amendment dated October      Incorporated by
                        10, 1996 to the              reference to Annex I to
                        Agreement and Plan of        Registrant's Definitive
                        Merger among SIHL, Sun       Proxy Statement dated
                        Merger Corp. and SINA.       November 1, 1996 on
                                                     Schedule 14A in File No.
                                                     1-4748.

        (2)(c)          Stockholder Agreement,       Incorporated by
                        dated August 19, 1996,       reference to Exhibit
                        among SIHL and the           (2)(b) to Registrant's
                        various Stockholders of      Form 8-K Current Report
                        SINA set forth therein.      dated August 19, 1996,
                                                     in File No. 1-4748.

        (2)(d)          Amendment dated October      Incorporated by
                        10, 1996 to the              reference to Annex II to
                        Stockholder Agreement        Registrant's Definitive
                        among SIHL and the           Proxy Statement dated
                        various Stockholders of      November 1, 1996 on
                        SINA set forth therein.      Schedule 14A in File No.
                                                     1-4748.

        (2)(e)          Stockholder Agreement,       Incorporated by
                        dated August 19, 1996,       reference to Exhibit
                        between SINA and SIIL.       (2)(c) to Registrant's
                                                     Form 8-K Current Report
                                                     dated August 19, 1996,
                                                     in File No. 1-4748.














                                        - 80 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (2)(f)         Amendment dated October      Incorporated by
                        10, 1996 to the              reference to Annex III
                        Stockholder Agreement        to Registrant's
                        between SINA and SIIL.       Definitive Proxy
                                                     Statement dated November
                                                     1, 1996 on Schedule 14A
                                                     in File No. 1-4748.

        (3)(a)(1)       Restated Certificate of      Incorporated by
                        Incorporation of SINA.       reference to Exhibit
                                                     (3)(a) to Registrant's
                                                     Form 10-Q Quarterly
                                                     Report for the quarter
                                                     ended June 30, 1996, in
                                                     File No. 1-4748.

        (3)(a)(2)       Certificate of Amendment     Filed herewith.
                        of Restated Certificate
                        of Incorporation of
                        SINA.

        (3)(b)          Amended and Restated By-     Incorporated by
                        Laws of SINA.                reference to Exhibit
                                                     (3)(b) to Registrant's
                                                     Form 10-Q Quarterly
                                                     Report for the quarter
                                                     ended June 30, 1996, in
                                                     File No. 1-4748.

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















                                        - 81 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

                                                    Reference to previous
         Exhibit                                    filing or this
         Number         Exhibit                     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 Street Bank and      reference to Exhibit
                        Trust Company of             4.22 to registrant s
                        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.
















                                        - 82 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


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

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

        (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.















                                        - 83 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


        (4)(b)(9)       Form of Amended and          Incorporated by
                        Restated $125,000,000        reference to Exhibit A
                        RIH Promissory Note.         to Exhibit (4)(b)(1)
                                                     hereto.
        (4)(b)(10)      Form of First                Filed herewith.
                        Supplemental Indenture
                        dated as of March 5,
                        1997, among RIHF, as
                        issuer, RIH, as
                        guarantor, and State
                        Street Bank and Trust
                        Company of Connecticut,
                        National Association, as
                        trustee, with respect to
                        RIHF 11% Mortgage Notes
                        due 2003.

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

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
















                                        - 84 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


        (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.  



















                                        - 85 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

                                                    Reference to previous
         Exhibit                                    filing or this
         Number        Exhibit                      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)(c)(10)      Form of First                Filed herewith.
                        Supplemental Indenture
                        dated as of March 5,
                        1997, between RIHF, as
                        issuer, RIH, as
                        guarantor, and U.S.
                        Trust Company of
                        California, N.A., as
                        trustee, with respect to
                        RIHF 11.375% Junior
                        Mortgage Notes due 2004.

















                                        - 86 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (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)(1)       Form of Purchase             Filed herewith.
                        Agreement for
                        $200,000,000 principal
                        amount of 9% Senior
                        Subordinated Notes due
                        2007 dated March 5,
                        1997, among SIHL and
                        SINA, as issuers, Bear,
                        Stearns & Co. Inc.,
                        Societe Generale
                        Securities Corporation
                        and Scotia Capital
                        Markets (USA) Inc., as
                        purchasers, and various
                        subsidiaries of SIHL,
                        including RIH and GGRI,
                        as guarantors.




















                                        - 87 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (4)(e)(2)      Form of Indenture dated      Filed herewith.
                        as of March 10, 1997,
                        between SIHL and SINA,
                        as issuers, various
                        subsidiaries of SIHL,
                        including RIH and GGRI,
                        as guarantors, and The
                        Bank of New York, as
                        trustee, with respect to
                        $200,000,000 principal
                        amount of 9% Senior
                        Subordinated Notes due
                        2007, and exhibits
                        thereto.

        (4)(e)(3)       Form of Registration         Filed herewith.
                        Rights Agreement dated
                        as of March 5, 1997, by
                        and among SIHL and SINA,
                        as issuers, various
                        subsidiaries of SIHL,
                        including RIH and GGRI,
                        as guarantors, and Bear,
                        Stearns & Co. Inc.,
                        Societe Generale
                        Securities Corporation
                        and Scotia Capital
                        Markets (USA) Inc., as
                        purchasers. 

        (4)(e)(4)       Form of Inter-Borrower       Filed herewith.
                        Agreement dated as of
                        March 10, 1997, between
                        SIHL and SINA.















                                        - 88 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (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       Incorporated by
                        January 15, 1985, to         reference to Exhibit
                        Lease Agreement, dated       (10)(a)(2) to
                        October 26, 1983,            registrant's Form 10-K
                        between the registrant       Annual Report for the
                        and Atlantic City            fiscal year ended
                        Showboat, Inc. (assignee     December 31, 1995, in
                        from affiliate - Ocean       File No. 1-4748.
                        Showboat, Inc.).

        (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.














                                        - 89 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (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.

        (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.















                                        - 90 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


         (10)(b)(1)     SINA 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.

        (10)(c)(1)      Employment Agreement,        Incorporated by
                        dated May 3, 1991,           reference to Exhibit
                        between SINA 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 SINA and Matthew     Form S-4 Registration
                        B. Kearney.                  Statement in File No.
                                                     33-50733.
















                                        - 91 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

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


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

        (10)(d)         Non-Competition and          Filed herewith.
                        Confidentiality
                        Agreement dated December
                        16, 1996, among SINA,
                        SIHL and Thomas E.
                        Gallagher.

        (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,         Form S-4 Registration
                        SINA 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,         Statement in File No.
                        SINA and RIH.                33-50733.

        (10)(e)(3)      Form of License and          Incorporated by
                        Services Agreement among     reference to Annex VI to
                        Griffin Group, SINA and      registrant's Definitive
                        RIH.                         Proxy Statement dated
                                                     November 1, 1996 on
                                                     Schedule 14A in File No.
                                                     1-4748.















                                        - 92 -<PAGE>


                                SUN INTERNATIONAL NORTH AMERICA, INC.

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

                                             EXHIBIT INDEX

                                                    Reference to previous
         Exhibit                                    filing or this
         Number         Exhibit                     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 SINA, Resorts          the Form 8 Amendment
                        International Financing,     dated November 16, 1990,
                        Inc., Griffin Resorts        to registrant's Form 8-K
                        Holding Inc. and Griffin     Current Report dated
                        Resorts Inc. (now GGRI,      August 30, 1990, in File
                        Inc.).                       No. 1-4748.

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

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

        (27)(a)         Financial data schedule.     Filed herewith.

        (27)(b)         Restated financial data      Filed herewith.
                        schedule for the year
                        ended 12/31/95.
















                                        - 93 -<PAGE>