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                                                                   Exhibit 10.2

                                 FIRST AMENDMENT

                                       TO

                            2000 STOCK INCENTIVE PLAN

                                       OF

                             MTR GAMING GROUP, INC.


     Pursuant to the authority granted to the Board of Directors (the "Board")
of MTR Gaming Group, Inc. (the "Company") by Section 11 of the Company's 2000
Stock Incentive Plan (the "Plan"), adopted by the Board on March 13, 2000, the
Plan is amended as set forth herein. Capitalized terms shall have the same
meaning set forth in the Plan. This Amendment shall be effective as of August
23, 2000 with respect to grants or awards made after such effective date.

     A.   The following shall be added to Paragraph 3 of the Plan:

                    Notwithstanding any provision in the Plan to the contrary,
                    an Award granted to a consultant or director who is not an
                    employee of Company shall be based upon a formula or other
                    criteria established by the Committee at least ninety (90)
                    days prior to the grant of such Award.

     B.   The following shall be added to Paragraph 4(b) of the Plan:

                    Notwithstanding any provision in this Plan to the contrary,
                    the exercise price per share of a NQSO shall not be less
                    than the Fair Market Value of a share of Common Stock on the
                    date that the NQSO was granted or, if the NQSO was repriced
                    pursuant to Paragraph 4(f), the date that the NQSO was
                    repriced.

     C.   The following shall be added as Paragraph 4(f):

                    (f)  REPRICING. In the event that the Committee determines
                         that it would be in the best interest of the Company
                         and consistent with the purposes of the Plan, the
                         Committee may reduce the exercise price of previously
                         granted ISOs and/or NQSOs; PROVIDED, HOWEVER, that such
                         repricing by the Committee pursuant to this Paragraph
                         4(f) shall be limited to not more than ten percent
                         (10%) of the number of options then outstanding under
                         the Plan. Because the modification of an ISO is treated
                         by Section 425(h) of the Code as the grant of a new
                         option, the repricing of an ISO

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                         pursuant to this Paragraph 4(f) shall be treated as
                         the grant of a new option for purposes of applying
                         the limitations set forth in this Paragraph 4.

     D.   The following shall be added to Paragraph 5:

                    Contracts with respect to the grant of shares of Common
                    Stock shall require that the Award holder agree not to
                    transfer the Common Stock for (a) one year following the
                    grant in the case of Awards based on performance and (b)
                    three years following the grant in the case of Awards based
                    on the passage of time. The Contracts may provide for the
                    waiver of this restriction in the event of death,
                    disability, retirement, change of control or other similar
                    circumstances specified by the Committee.

     E.   The following shall be added to Paragraph 11:

                    Notwithstanding any Provision in this Paragraph 11 to the
                    contrary, material amendments (E.G., those that enlarge the
                    term of the Plan, increase the number of shares to be
                    reserved for or granted under the Plan, or expand the types
                    of grants that may be made under the Plan) to the Plan shall
                    require approval by a majority of the votes present in
                    person or by proxy and entitled to vote thereon at a duly
                    held meeting of the Company's stockholders at which a quorum
                    is present.


     F.   No other amendments of or changes to the Plan are intended hereby.