Exhibit 4.10

AMENDMENT NO. 1 TO AMENDED AND RESTATED  LOAN AGREEMENT

This
Amendment No. 1 to Amended and Restated Loan Agreement (this "Amendment") dated as of January 24, 2003 is entered into among Palace Station Hotel &
Casino, Inc., a Nevada corporation ("Palace"), Boulder Station, Inc., a Nevada corporation ("Boulder"), Texas Station, LLC, a Nevada limited liability company ("Texas"), Santa Fe
Station, Inc., a Nevada corporation ("Santa Fe"), Sunset Station, Inc., a Nevada Corporation ("Sunset"), Lake Mead Station Holdings, LLC, a Nevada limited liability company ("Lake
Mead Holdings"), Lake Mead Station, Inc., a Nevada corporation ("Lake Mead"), Fiesta Station Holdings, LLC, a Nevada limited liability company ("Fiesta Holdings"), Fiesta
Station, Inc., a Nevada corporation ("Fiesta" and, collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings, Lake Mead and Fiesta Holdings, the "Borrowers"), Station
Casinos, Inc. ("Parent"), and Bank of America, N.A., as Administrative Agent, with reference to the Amended and Restated Loan Agreement dated as of September 18, 2002 among
Borrowers, Parent, the Lenders party thereto, and the Administrative Agent (as amended, the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for
those terms in the Loan Agreement.

Agreement

Borrowers,
Parent and the Administrative Agent, acting with the consent of the Requisite Lenders pursuant to Section 12.2 of the Loan Agreement, agree as follows:

1.Additional Defined Terms.The Loan Agreement is hereby amended to add the following defined terms to
Section 1.1 thereof:



2.Revised Definition.Section 1.1 of the Loan Agreement is further amended so that the definition of
"Support Agreement" reads as follows (with the added text underscored and in bold for the convenience of the reader):



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3.Permitted Investments in the Auburn Project.Section 7.13(k) of the Loan Agreement is hereby amended
to read in full as follows:



4.Reserve Against Available Credit Facilities.The Parent and the Borrowers hereby agree that the
Administrative Agent shall establish, and shall thereafter maintain until the Auburn Completion Guaranty is released in accordance with its terms, a reserve against the Loans, Letters of Credit and
other credit accommodations available to the Borrowers hereunder in an amount which is equal to the difference between (a) $215,000,000, and (b) the sum of the aggregate principal amount
of the Auburn Credit Facilities plus the aggregate outstanding principal amount of the Existing Station Sub Debt (but not in excess of $77,500,000).

5.Conditions Precedent to Amendment.The effectiveness of this Amendment is conditioned upon receipt by the
Administrative Agent of the following:



6.Representations and Warranties.Borrowers hereby represent and warrant that no Default or Event of Default
has occurred and remains continuing and that no Material Adverse Effect has occurred since September 18, 2002.

7.Consent of Parent.The execution of this Amendment by Parent shall constitute its consent, in its capacity as
guarantor under the Parent Guaranty, to this Amendment.

8.Confirmation.In all other respects, the terms of the Loan Agreement and the other Loan Documents are hereby
confirmed.

9.Governing Law.This Amendment shall be governed by and construed in accordance with the laws of the State of
California.

10.Counterparts.This Amendment may be executed in any number of counterparts each of which, when taken
together, will be deemed to be a single instrument.

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IN
WITNESS WHEREOF, Borrowers and the Administrative Agent have executed this Amendment as of the date first above written by their duly authorized representatives.

|BOULDER STATION, INC.
FIESTA STATION, INC.
SANTA FE STATION, INC.                       
|----------------------------------------------------------------------------------------
|By:                                                                                     
|LAKE MEAD STATION HOLDINGS, LLC
PALACE STATION HOTEL & CASINO, INC.
SUNSET STATION, INC.
|By:                                                                                     
|FIESTA STATION HOLDINGS, LLC
LAKE MEAD STATION HOLDINGS, LLC                            
|By:                                                                                     
|TEXAS STATION, LLC                                                                      
|By:                                                                                     
|                                                                                        
|STATION CASINOS, INC.                                                                   
|By:                                                                                     
|BANK OF AMERICA, N.A., as Administrative Agent                                          
|By:                                                                                     

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Exhibit A        CONSENT OF SIBLING GUARANTORS

Reference is hereby made to that certain Amended and Restated Loan Agreement dated as of September 18, 2002 among Palace Station Hotel &
Casino, Inc., a Nevada corporation ("Palace"), Boulder Station, Inc., a Nevada corporation ("Boulder"), Texas Station, LLC, a Nevada limited liability company ("Texas"), Santa Fe
Station, Inc., a Nevada corporation ("Santa Fe"), Sunset Station, Inc., a Nevada Corporation ("Sunset"), Lake Mead Station Holdings, LLC, a Nevada limited liability company ("Lake
Mead Holdings"), Lake Mead Station, Inc., a Nevada corporation ("Lake Mead"), Fiesta Station Holdings, LLC, a Nevada limited liability company ("Fiesta Holdings"), Fiesta
Station, Inc., a Nevada corporation ("Fiesta" and, collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings, Lake Mead and Fiesta Holdings, the "Borrowers"), Station
Casinos, Inc. ("Parent"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, (as amended, the "Loan Agreement"). Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.

Each
of the undersigned hereby consents to the execution, delivery and performance by Borrowers of Amendment No. 1 to Amended and Restated Loan Agreement.

Each
of the undersigned represents and warrants to the Administrative Agent and the Lenders that the Sibling Guaranty remains in full force and effect in accordance with its terms.

|Dated: January     , 2003                                            
|---------------------------------------------------------------------
|TROPICANA STATION, INC.
GV RANCH STATION, INC.                       
|By:                                                                  
|GREEN VALLEY STATION, INC.                                           
|By:                                                                  
|DURANGO STATION, INC.
STATION HOLDINGS, INC.
CHARLESTON STATION, INC.
|By:                                                                  
|                                                                     

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|PALMS STATION, LLC
SUNSET STATION LEASING COMPANY, LLC
|------------------------------------------------------
|By:                                                   
|                                                      
|RED ROCK STATION HOLDINGS, LLC                        
|By:                                                   
|VISTA HOLDINGS, LLC                                   
|By:                                                   

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Exhibit B

Reserved

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Exhibit C        CONSENT OF LENDER

Reference is hereby made to that certain Amended and Restated Loan Agreement dated as of September 18, 2002 among Palace Station Hotel &
Casino, Inc., a Nevada corporation ("Palace"), Boulder Station, Inc., a Nevada corporation ("Boulder"), Texas Station, LLC, a Nevada limited liability company ("Texas"), Santa Fe
Station, Inc., a Nevada corporation ("Santa Fe"), Sunset Station, Inc., a Nevada Corporation ("Sunset"), Lake Mead Station Holdings, LLC, a Nevada limited liability company ("Lake
Mead Holdings"), Lake Mead Station, Inc., a Nevada corporation ("Lake Mead"), Fiesta Station Holdings, LLC, a Nevada limited liability company ("Fiesta Holdings"), Fiesta
Station, Inc., a Nevada corporation ("Fiesta" and, collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake
Mead Holdings, Lake Mead and Fiesta Holdings, the "Borrowers"), Station Casinos, Inc. ("Parent"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, (as
amended, the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

The
undersigned Lender hereby consents to the execution and delivery of Amendment No. 1 to Amended and Restated Loan Agreement, by the Administrative Agent on its behalf,
substantially in the form of the most recent draft presented to the undersigned Lender.

|Dated: January     , 2003
|-------------------------
|[Name of Lender]         
|By:                      
|Name:                    
|Title:.                  

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