CHANGE  IN  CONTROL  SEVERANCE  PLAN

     This  Severance  Plan  (the  "Plan")  of  Casino  Magic  Corp.  has  been
established  effective January 23, 1998, to encourage the continued employment
of  certain  employees  up  to  and beyond the effective date of any Change in
Control,  and  to alleviate their concerns about a possible loss of employment
following  a Change in Control, on the terms and subject to the conditions set
forth  herein.   This Plan may be referred to as the "Senior Management Change
in  Control  Severance  Plan."    Initially  capitalized words and phrases are
defined  herein.

     1.     ELIGIBLE EMPLOYEES.  Each Full-time employee of Casino Magic Corp.
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or  any  of  its  subsidiaries  (collectively hereafter, the "Company") on the
Effective  Date  who  (i)  is  an "officer" as that term is defined under Rule
16a-1  of  the  Securities Exchange Act of 1934, or (ii) holds the position of
general  manager  of  one  of  the  Company's operating casinos is eligible to
participate  in  and  receive  benefits  under this Plan, unless such employee
elects  to  be  covered  under  a  contract with the Company that provides for
benefits  upon  termination  of  employment  (eligible employees are hereafter
referred  to  as  "Participants").

     2.       TRIGGERING EVENTS.  No benefits are provided under this Plan for
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Participants  who  leave the employ of the Company for any reason prior to the
Effective  Date.  After the Effective Date, no benefits are provided under the
Plan  to  any  Participant  unless  one  of  the following events ("Triggering
Events")  have  occurred  with  respect  to  such  Participant:

a.      The termination of the Participant's employment by the Company without
Cause  at  any time within two years immediately following the Effective Date,
or

     b.        The Participant's voluntary termination of employment, if Cause
does  not                  then exist for the termination of the Participant's
employment  by  the  Company,  for  Good  Reason  at any time within two years
immediately                    following  the  Effective  Date.

     3.         OBLIGATIONS OF COMPANY UPON OCCURRENCE OF TRIGGERING EVENT.  A
                ----------------------------------------------------------
Participant  whose  employment  with  the  Company  is  terminated  under
circumstances  constituting  a  Triggering  Event  shall  be  entitled  to the
following:

     a.          Payment  in  cash,  payable  within  30 days of Participant's
termination,  of the sum of (i) accrued Annual Base Salary through the date of
termination,  (ii)  a  pro  rata  portion  of  the  Annual  Bonus,  (iii)  any
compensation  previously  deferred  by  him  or  cash compensation awarded but
payment  of  which  was  deferred  by  the  Company  until a subsequent event,
including  the  passage  of  time,  (iv)  any  accrued vacation pay, and (v) a
multiple,  to  be  established  by  the Compensation Committee of the Board of
Directors,  of Participant's Annual Base Salary and the Annual Bonus; provided
that  the  amount  payable

                                       2
under  this  phrase  (v)  shall  not  equal or exceed an amount which would be
defined  as  in  "excess parachute payment" under Section 280G of the Internal
Revenue  Code  of  1986.

 If  no Compensation Committee has been established, then the multiple will be
established  by the Board of Directors.  In the event a Participant holds more
than  one  office  with  the  Company, the Participant will be entitled to the
highest  multiple  applicable.

     b.      For twenty-four months from the date of termination as the result
of  a  Triggering Event, or such longer period as may be provided by the terms
of  the  appropriate  program,  the  Company  shall continue so-called "fringe
benefits"  to  the  Participant  and/or the family of the Participant at least
equal  to those which would have been provided in accordance with the programs
in  effect on the date of termination if employment of the Participant had not
been  terminated  or, if more favorable to Participant, as in effect generally
at the time thereafter with respect to other peer employees of the Company and
their  families;  provided,  however,  that  if  the Participant obtains other
employment  and  is eligible to receive medical or other fringe benefits under
another  employer-provided  plan,  the  medical  and  other  fringe  benefits
described  herein  shall  be secondary to those provided under such other plan
during such applicable period of eligibility; and provided further that if the
application of this sentence would result in material adverse tax consequences
to  the  Company,  the Company may, in lieu thereof, make cash payments to the
Participant  sufficient to allow Participant to obtain equivalent coverage for
Participant  and  the family of Participant (including to the extent necessary
the  election  of  COBRA  coverage  and  the maintenance of duplicate coverage
during  any  pre-existing  condition  exclusion),  and pay any additional cash
payments  necessary  so that Participant will receive the full pre-tax benefit
of  the  cash  payments  in  lieu  of  coverage.   For purposes of determining
eligibility  (but not the time of commencement of benefits) of the Participant
for  retiree  benefits  pursuant  to  such  programs,  a  Participant shall be
considered  to  have  remained  employed  for  two  years  after  the  date of
termination  and  to  have  retired  on  the  last  day  of  such  period.

     c.      For a period ending on the earlier of six months from the date of
termination  or  Participant's obtaining other full-time permanent employment,
the  Company  shall,  at its sole expense as incurred, provide the Participant
with  outplacement  services that are reasonable in scope and cost in relation
to  Participant's  position.

     d.          The  Company will reimburse Participant for reasonable moving
expenses,  not  to  exceed  $25,000, if Participant moves his or her principal
residence  with  24 months of termination as the result of a Triggering Event,
and  Participant  either  (i)  moves  to  another  state, or (ii) has obtained
permanent  full-time  employment at a location which requires that Participant
travel  at  least  15  miles  from  Participant's  principal  residence  to
Participant's  new  place  of employment, more than the distance traveled from
Participant's  principal  residence  to  Participant's  work location with the
Company  immediately  prior  to  termination.

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e.          To  the extent not theretofore paid or provided, the Company shall
timely
pay or provide to the Participant any other amounts or benefits required to be
paid  or  provided  or  which he or she is eligible to receive under any other
program.


     4.          MISCELLANEOUS.
                 -------------

     a.          Exclusion  of Payments for Benefit Determination.  Except for
                 ------------------------------------------------
payments  made  pursuant  to  subsection  3a, phrases (i) through (iv) of this
Plan, no payment or other benefits provided shall be deemed to be compensation
for  purposes  of  calculating  benefits  of  the Participant under any of the
Company's  pension or retirement plans, nor shall such payment or the value of
any  other benefit hereunder that is provided solely by virtue of this Plan be
included  in  calculating  such  benefits.

     b.         No Transferability of Benefits.  The right to receive benefits
                ------------------------------
under  this  Plan  shall  not  be  transferred, assigned, pledged or otherwise
disposed  of,  except  by  will  or under the laws of descent or distribution.

     c.       Taxes.  The Company may withhold from any payment due under this
              -----
Plan  any  taxes  required  to  be withheld under applicable federal, state or
local  tax  laws  or regulations, and the Participant, prior to payment, shall
execute  and deliver all applicable withholding election forms required by the
Company.

     d.        Only One Benefit.  Participants are not eligible to receive any
               ----------------
additional  benefits  under  any other severance plans applicable to any other
groups  of  employees.   To the extent that any other plans require payment of
benefits,  the amount or fair value of such benefits shall reduce any benefits
payable  hereunder.

     e.          Disqualification for Benefits.  A Participant will receive no
                 -----------------------------
benefits  under this Plan (except as provided under subsection 3a phrases (i),
(ii)  and  (iv))  under  the  following  circumstances:

(i)          The  Participant  resigns  voluntarily  without  Good  Reason;
     (ii)          The  Participant  is  terminated  for  Cause;  or
(iii)     The Participant is terminated for a condition that would entitle the
Participant  to  receive  benefits  under  any  long-term disability insurance
policy  or  program  of  the  Company.

     f.     Death.  A Participant will receive no benefits under subsection 3a
            -----
phrase  (v)  of  this Plan if termination of Participant's employment with the
Company  is  the  result  of  his  or  her  death.

     5.          AMENDMENT,  TERMINATION AND LIMITATION.  Although the Company
                 --------------------------------------
presently  intends  to  continue this Plan unchanged, it reserves the right to
amend  or  terminate  the  Plan,  and

                                       4
the  Compensation Committee may limit or restrict the benefits provided to any
Participant  under the Plan, upon six months notice without the consent of any
Participant.    However,  the Company may not terminate or reduce the benefits
provided  for  under this Plan after the Effective Date, or after a definitive
agreement  is  entered  into that, if consummated, would result in a Change in
Control,  until  such  time as such agreement is terminated or abandoned.  The
power  to  amend or terminate the Plan as provided in this Section is reserved
to  the  Board  of  Directors  of  Casino  Magic  Corp.

     6.     DEFINITIONS.  The definitions provided in this Section shall apply
            -----------
for  purposes  of this entire Plan.  Other terms are defined elsewhere in this
Plan.

     "Annual  Base Salary," with respect to any Participant, means a salary at
least  equal  to  either  (i)  the  base  salary  paid  in  the  calendar year
immediately  preceding  the Effective Date, or (ii) the annualized rate of the
base  salary  which  was being paid from the beginning of the current calendar
year  through the month immediately preceding the month in which the Effective
Date  occurs, or (iii) any annual base salary awarded (on an annualized basis)
for  any  calendar  year  after  the  Effective  Date,  as  selected  by  the
Participant.

     "Cause"  with  respect  to  the  termination  of  a  Participant,  means:

     a.      willful and continued failure to perform substantially the duties
assigned  to  the  Participant  (other  than  any  such failure resulting from
incapacity  due  to  physical  or  mental illness), after a written demand for
substantial  performance is delivered to Participant by the Board of Directors
or  the  Chief  Executive Officer of the Company which specifically identifies
the  manner in which it is believed that the Participant has not substantially
performed  Participant's  duties,  or

     b.          commission  by  the  Participant  of fraud, misappropriation,
embezzlement  or  other  acts  of  dishonesty,  alcoholism,  drug addiction or
dependency,  or  conviction for any crime punishable as a felony or as a gross
misdemeanor  involving moral turpitude, which actions or occurrences the Board
of  Directors determines have a material adverse effect upon the Participant's
ability  to  perform  the  duties  which  have  been assumed by or assigned to
Participant,  or  determines  are  materially  adverse to the interests of the
Company,  or

     c.       Participant is found not to be suitable, or a similar finding is
made, by any state gaming commission or similar agency which regulates gaming.

No  act  or  failure  to  act,  on  the Participant's part shall be considered
"willful"  unless  it  is  done, or omitted to be done, by him in bad faith or
without  reasonable  belief  that  his action or omission was in the Company's
best  interests.    Any  act,  or  failure  to act, based upon authority given
pursuant  to  a  resolution  of  the Board of Directors or instructions of the
Chief  Executive  Officer  or  the  advice of counsel for the Company shall be
conclusively presumed to be in good faith and in the Company's best interests.

                                       5
"Change  in  Control"  means

     a.          the acquisition by any individual, entity or group within the
meaning  of  Section  13(d)(3)  or  14(d)(2) of the Securities Exchange Act of
1934,  as  amended (the "34 Act") (a "Person") of beneficial ownership (within
the  meaning  of Rule 13d-3 under the 34 Act) of 25% or more of either (i) the
Casino  Magic  Corp.'s  then outstanding common stock ("Outstanding Stock") or
(ii) the combined voting power of Casino Magic Corp.'s then outstanding voting
securities  entitled  to  vote  generally  in  the  election  of  directors
("Outstanding  Voting  Securities")  other  than  any  acquisition  (i) by any
employee  benefit  plan  (or  related  trust)  sponsored  or maintained by the
Company  or  any  entity  controlled by it or (ii) by any entity pursuant to a
transaction  which complies with clauses (i), (ii) and (iii) of subsection (c)
of  this  definition;  or

     b.        Individuals who as of the date hereof constitute the Board (the
"Incumbent  Board")  cease  for  any  reason to constitute at least a majority
thereof; provided, however, that any individual becoming a director subsequent
to  the  date hereof whose election or nomination was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as a member of the Incumbent Board unless his initial assumption of
office  occurs  as a result of an actual or threatened contest with respect to
the  election  or  removal  of  directors  or  other  actual  or  threatened
solicitation  of  proxies by or on behalf of a Person other than the Board; or

     c.       Consummation of a reorganization, merger of consolidation, share
exchange  or  sale  or  other  disposition  of all or substantially all of the
Company's  assets  (a  "Combination") unless immediately thereafter (i) all or
substantially  all  of  the  beneficial  owners  of  the Outstanding Stock and
Outstanding  Voting  Securities  immediately  prior  to  such  Combination
beneficially  own, directly or indirectly, more than 50% of, respectively, the
then  outstanding  shares of common stock and the combined voting power of the
then  outstanding voting securities entitled to vote generally in the election
of  directors,  as  the  case  may  be,  of  the  entity  resulting  from such
Combination  (including,  without  limitation, any entity which as a result of
such  transaction  owns  the Company or all or substantially all of its assets
either directly or through one or more subsidiaries) in substantially the same
proportions  as  their  ownership immediately prior to such Combination of the
Outstanding  Stock and Outstanding Voting Securities, as the case may be, (ii)
no  Person  (excluding  any  entity  resulting  from  such  Combination or any
employee  benefit  plan  (or  related  trust) of the Company or such resulting
entity)  beneficially  owns,  directly  or  indirectly,  20%  or  more  of,
respectively,  the  then  outstanding  shares of common stock of the resulting
entity  or the combined voting power of the then outstanding voting securities
of  such  entity except to the extent that such ownership existed prior to the
Combination  and  (iii)  at  least  a  majority of the members of the board of
directors  of  the resulting entity were members of the Incumbent Board at the
time  of  the execution of the initial agreement or of the action of the Board
providing  for  such  Combination;  or

     d.     Approval by the shareholders of the Company's complete liquidation
or  dissolution.
                                       6

     "Effective  Date"  means  the  date  of  any  Change in Control, or, if a
Participant was terminated at the request of a third person in connection with
an  anticipated  Change  in  Control,  the  date  immediately  prior  to  such
termination.

     "Employment  Period  Benefits"  means:

     (i)  either,  as  selected  by  Participant:

(A).        a base salary equal to Annual Base Salary, plus an annual bonus at
least  equal to the average of the bonuses payable to Participant with respect
to  the  last  three  calendar years prior to the termination of Participant's
employment  (including  the  year  of  termination  and  annualized  if  the
Participant was not employed by the Company for the whole of any such calendar
year);  or

(B).     an annual base salary equal to that payable in 1998, and the right to
participate  in  a bonus program substantially similar to that established for
Participant in 1998, with reasonably attainable goals established to earn such
bonus;

     (ii)  participation  in  all  programs  applicable  generally  to  peer
employees;

     (iii)  prompt  reimbursement  of  expenses;

      (iv)  fringe  benefits  equivalent to those provided peer employees; and

     (v)  paid  vacation  comparable  to  that  provided  to  peer  employees.

     "Full-time"  means  not  less  than  30  hours per week.  For purposes of
eligibility  to  participate  in  this  Plan, an employee will be considered a
Full-time  employee  if, during the three months preceding the Effective Date,
the  employee  worked,  on  average,  at  least  30  hours  per  week.

     "Good  Reason"  means

     a.       assignments of the Participant to any duties or responsibilities
that  in  any material respect are inconsistent with or result in a diminution
of  Participant's  Role  with  the  Company immediately prior to the Effective
Date, excluding an isolated, insubstantial and inadvertent action not taken in
bad  faith  and  which  is  remedied  by the Company promptly after receipt of
notice  thereof  given  by  the  Participant;

                                       6
     b.          any  failure  by the Company to provide the Employment Period
Benefits,  other  than  an isolated, insubstantial and inadvertent failure not
occurring  in  bad  faith  and which is remedied by the Company promptly after
receipt  of  notice  thereof  given  by  the  Participant;

     c.          a  requirement  imposed by the Company (i) that Participant's
principal  functions  be  performed  at  any  office  or  location outside the
corporate  limits  of  the  county or province within which said Participant's
principal  function  was performed immediately prior to the Effective Date, or
(ii)  that  Participant  travel on Company business to a substantially greater
extent  that  reasonably required for the performance of his or her duties; or

     d.          any  purported  termination  by the Company of his employment
otherwise  than  as  expressly  permitted  by  this  Plan.

     "Role"  means  a  position  with the Company in an executive capacity and
substantially comparable to the position, authority and responsibilities held,
exercised and assumed by Participant with the Company immediately prior to the
Effective  Date.

     "Annual  Bonus" means, with respect to any Participant, the bonus payable
with  respect  to the calendar year selected by Participant as the Annual Base
Salary year (annualized if the Participant was not employed by the Company for
the  whole  of  any  calendar  year.

     7.          ADDITIONAL  PROVISIONS.
                 ----------------------

     a.       No Right to Continued Employment.  This Plan does not create any
              --------------------------------
contract  of  employment  or  restrict  in any way the right of the Company to
terminate  the  employment  of  any  Participant  at any time, with or without
Cause,  subject  to the rights of the Participant, if any, to receive benefits
under  this  Plan.

     b.       Construction, Governing Laws.  Whenever the context may require,
              ----------------------------
pronouns used in this Plan shall include the corresponding masculine, feminine
or  neuter  forms,  and  the  singular form of nouns, pronouns and verbs shall
include the plural and vice versa.  This Plan shall be governed by the laws of
the  state  of  Minnesota,  except  those  dealing  with  choice  of  law.

     c.      Severability.  The invalidity of any provision or portion of this
             ------------
Plan  shall  not  affect the remainder of the Plan, which shall remain in full
force  and  effect.

     d.       Successors.  This Plan shall be binding and inure to the benefit
              ----------
of  the  Company,  its  successors and assigns, and the Participants and their
respective  heirs  and  successors.


                                       7
     e.       Legal Fees.  The Company agrees to reimburse the Participant for
              ----------
all  legal  fees incurred in enforcing the Plan where the courts find favor of
the  Participant.

     The  Company  has  caused this Plan to be adopted and execute by its duly
authorized  officer  effective  as  of  the  date  first  set  forth  above.

     CASINO  MAGIC  CORP.


     _______________________________________
     Marlin  F.  Torguson,  Chairman  of  theBoard






























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