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.
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
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 from time-to-time
by  the  Compensation  Committee  of  the Board of Directors, of Participant's
Annual  Base  Salary  and  the  Annual Bonus; provided that the amount payable
under  this  phrase  (v)  shall  not  equal or exceed an amount which would be
defined  as  in  "excess parachute payment" under Section 28OG 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.

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:

               (1)          The  Participant  resigns voluntarily without Good
Reason;
          (2)          The  Participant  is  terminated  for  Cause;
          (3)         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  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" means a salary at least equal to the greater of (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 greater
annual  base  salary  awarded  after  the  Effective  Date.

     "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.

     "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.


     "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) a base salary equal to Annual Base
Salary,  (ii)  an  annual  bonus  at least equal to the average of the bonuses
actually  paid  to  Participant  during the last three full years prior to the
Effective  Date (annualized if the Participant was not employed by the Company
for  the  whole  of any such fiscal year), (iii) participation in all programs
applicable generally to peer employees, (iv) prompt reimbursement of expenses,
(v) fringe benefits equivalent to those provided peer employees, and (vi) 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;

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 higher of (i)
the  annual  bonus  provided  in  clause (ii) of the definition of "Employment
Period  Benefits" in this Plan, (ii) the Annual Base Salary of the Participant
multiplied  by  the  percentage  of  salary  set  for  determination  of  the
Participant's  target bonus as most recently set by the Compensation Committee
of  the  Company  prior  to the Effective Date, pursuant to the Company's cash
bonus  plan  in  effect  prior to the Effective Date, reduced by the amount of
bonus not payable because Participant failed to achieve the goals required for
the payment of such bonus during Participant's employment, or (iii) the annual
bonus  paid  or  payable  to  the  Participant for the most recently completed
fiscal  year  prior  to  the  date  of  termination,  if  any.


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.

     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  the  Board