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                                                                   EXHIBIT 10.72

WHEN RECORDED MAIL TO:

O'MELVENY & MYERS LLP
1999 Avenue of the Stars
Suite 700
Los Angeles, California 90067
Attention:  Dean Pappas, Esq.
File No.:  843,112-044

                               THIRD AMENDMENT TO
              DEED OF TRUST, FIXTURE FILING AND FINANCING STATEMENT
                 AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS

                 NOTICE: THIS INSTRUMENT SECURES FUTURE ADVANCES


                  THIS THIRD AMENDMENT TO DEED OF TRUST, FIXTURE FILING AND
FINANCING STATEMENT AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS (this
"AMENDMENT") is made and entered into as of this 16th day of December, 1999, by
and between SAHARA LAS VEGAS CORP., a Nevada corporation, as debtor and trustor
("TRUSTOR"), and SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation, as
Collateral Agent on behalf of itself and each of the Holders, as secured party
and beneficiary ("BENEFICIARY").

                                 R E C I T A L S

                  A. Pursuant to that certain Note Purchase Agreement dated as
of January 16, 1996 (the "NOTE PURCHASE AGREEMENT"), by and among Sahara Gaming
Corporation, Trustor, and Beneficiary, Trustor issued and sold to the Holders
certain 12% Notes Due December 15, 1999 in a principal amount up to $20,000,000
(the "ORIGINAL NOTES"). The Original Notes were secured by, among other things,
the "Property" described in and pursuant to the Deed of Trust, Fixture Filing
and Financing Statement and Security Agreement with Assignment of Rents dated as
of January 16, 1996 and recorded in the Official Records of the County Recorder
of Clark County, Nevada on January 18, 1996, in Book 960118, as Instrument No.
00974 (as heretofore and hereafter amended and modified, the "DEED OF TRUST"),
including, without limitation, the real property described on EXHIBIT A attached
hereto. All initially capitalized terms used herein without definition shall
have the meanings given such terms in the Deed of Trust.

                  B. Pursuant to that certain Amended and Restated Note Purchase
Agreement dated as of July 29, 1997 (the "AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT"), by and among Santa Fe Gaming Corporation (formerly named Sahara
Gaming Corporation), a Nevada corporation ("SGC"), Trustor, Beneficiary, and
SunAmerica, Inc., a Delaware corporation ("SUNAMERICA"), (i) Trustor agreed to
issue and sell to the Holders, in addition to the Original Notes, certain
Tranche A Notes in a principal amount up to $15,000,000 (the "ORIGINAL TRANCHE A
NOTES"), which Original Tranche A Notes were issued on July 31, 1997, and
certain Tranche B Notes in a principal amount up to $5,000,000 (the "ORIGINAL
TRANCHE B NOTES"), and (ii) the



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parties amended the Deed of Trust pursuant to that certain First Amendment
to Deed of Trust, Fixture Filing and Financing Statement and Security
Agreement with Assignment of Rents dated as of July 31, 1997 and recorded in
the Official Records of Clark County, Nevada on July 31, 1997, in Book
970731, as Instrument No. 01719 to provide that the Original Tranche A Notes
and Original Tranche B Notes would be secured by the Property pursuant to the
Deed of Trust. The Original Notes, Original Tranche A Notes and Original
Tranche B Notes shall sometimes hereinafter be collectively referred to as
the "PRIOR NOTES".

                  C. Pursuant to that certain Second Amended and Restated Note
Purchase Agreement dated as of November 25, 1997 (as heretofore and hereafter
amended and modified, the "SECOND AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT"), by and between SGC, Trustor, Beneficiary, SunAmerica and Credit
Suisse First Boston Mortgage Capital LLC, a Delaware limited liability company
("FIRST BOSTON"), SGC, Trustor, Beneficiary, SunAmerica and First Boston: (i)
agreed to amend and restate all Prior Notes and the note facility described in
the Amended and Restated Note Purchase Agreement to provide for the issuance by
Trustor of (x) certain Tranche A Notes in a principal amount up to $37,000,000
(the "TRANCHE A NOTES"), and (y) certain Tranche B Notes in a principal amount
up to $20,500,000 (the "TRANCHE B NOTES"), and (ii) the parties amended the Deed
of Trust pursuant to that certain Second Amendment to Deed of Trust, Fixture
Filing and Financing Statement and Security Agreement with Assignment of Rents
dated as of November 25, 1997 and recorded in the Official Records of Clark
County, Nevada on November 26, 1997, in Book 971126, as Instrument No. 01444 to
provide that such Tranche A Notes and Tranche B Notes would be secured by, among
other things, the Property pursuant to the Deed of Trust.

                  D. Pursuant to that certain Second Amendment to the Second
Amended and Restated Note Purchase Agreement dated as of November 15, 1999 (the
"SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT"),
by and among SGC, Trustor, Beneficiary, and Anchor National Life Insurance
Company, an Arizona life insurance company ("ANCHOR"), the Second Amended and
Restated Note Purchase Agreement was further amended, among other things, to
reflect the release and sale of the Henderson Facility (as defined therein)
pursuant to the Henderson Sale Agreement (as defined in the Second Amendment to
the Second Amended and Restated Note Purchase Agreement) and the principal
pay-down of approximately $14,500,000.

                  E. Pursuant to and subject to the conditions set forth in that
certain Third Amendment to the Second Amended and Restated Note Purchase
Agreement of even date herewith (the "THIRD AMENDMENT TO THE SECOND AMENDED AND
RESTATED NOTE PURCHASE AGREEMENT"), by and among SGC, Trustor, Beneficiary and
Anchor: (i) the parties agreed to amend and restate the Tranche A Notes and
Tranche B Notes (the "RESTATED NOTES") to extend the maturity date from December
15, 1999 to December 14, 2000 and to evidence the outstanding principal amount
of the Restated Notes of $43,000,000, (ii) Beneficiary and Anchor agreed to fund
certain additional loans in the future to Trustor evidenced by certain
additional notes (the "ADDITIONAL NOTES") by Trustor to Beneficiary and Anchor
in an aggregate principal amount up to (but not to exceed) $7,500,000, and (iii)
the parties agreed to amend the Deed of Trust to provide that such Restated
Notes and Additional Notes will be secured by, among other things, the Property
pursuant to the Deed of Trust.

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                  F. The parties hereby desire to amend the Deed of Trust as
necessary to provide that the Deed of Trust secures Trustor's obligations under
the Third Amendment to the Second Amended and Restated Note Purchase Agreement,
the Restated Notes and the Additional Notes and to conform the same to the Third
Amendment to the Second Amended and Restated Note Purchase Agreement.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereby amend the Deed of Trust as follows:

                  1. All references in the Deed of Trust to the term "Note
Purchase Agreement" shall be deemed to refer to the Second Amended and Restated
Note Purchase Agreement, as heretofore amended (including, without limitation,
the Third Amendment to the Second Amended and Restated Note Purchase Agreement)
and as hereafter amended from time to time.

                  2. All references in the Deed of Trust to the term "Notes"
shall be deemed to refer only to the Restated Notes and Additional Notes.

                  3. All references in the Deed of Trust to the term
"Environmental Indemnity" shall be deemed to refer to the Company Environmental
Indemnity, as heretofore amended and as hereafter amended from time to time.

                  4. The second full paragraph on Page 7 of the Deed of Trust is
hereby deleted in its entirety and the following paragraph is substituted in its
place and stead:

                           "FIRST: Payment when due, whether at stated maturity,
                  by required prepayment, declaration, acceleration, demand or
                  otherwise (including payment of amounts that would become due
                  but for the operation of the automatic stay under Section
                  362(a) of the Bankruptcy Code, 11 U.S.C. Section362(a)), of
                  all obligations and liabilities of every nature of Trustor now
                  or hereafter existing under or arising out of or in connection
                  with that certain Second Amended and Restated Note Purchase
                  Agreement dated as of November 25, 1997, by and among Santa Fe
                  Gaming Corporation (formerly named Sahara Gaming Corporation),
                  Trustor, Beneficiary, SunAmerica, Inc., a Delaware
                  corporation, and Credit Suisse First Boston Mortgage Capital
                  LLC, a Delaware limited liability company (as heretofore and
                  hereafter amended, the "SECOND AMENDED AND RESTATED NOTE
                  PURCHASE AGREEMENT") (it being acknowledged that all initially
                  capitalized terms used herein without definition shall have
                  the meanings given such terms in the Second Amended and
                  Restated Note Purchase Agreement), the Restated Notes, whether
                  for principal in the principal amount of Forty Three Million
                  Dollars ($43,000,000) in the aggregate or such principal
                  amount as may be advanced and remain unpaid, issued to the
                  Beneficiary and the other Holders to evidence such obligations
                  and liabilities, together with any and all renewals,
                  extensions, amendments, modifications, rearrangements,
                  replacements, restatements, substitutions and addenda of or to
                  such Restated Notes (herein referred to as the "RESTATED
                  NOTES"), and any additional notes

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                  issued in the future by Trustor to Beneficiary and other
                  Holders pursuant to the Second Amended and Restated Note
                  Purchase Agreement, whether for principal in the principal
                  amount of up to (but not to exceed) Seven Million Five Hundred
                  Thousand Dollars ($7,500,000) in the aggregate or such
                  principal amount as may be advanced and remain unpaid, issued
                  to the Beneficiary and the other Holders to evidence such
                  obligations and liabilities, together with any and all
                  renewals, extensions, amendments, modifications,
                  rearrangements, replacements, restatements, substitutions and
                  addenda of or to such Additional Notes (the "ADDITIONAL
                  NOTES"), or for interest (including, without limitation,
                  interest that, but for the filing of a petition in bankruptcy
                  with respect to Trustor,  would accrue on such obligations),
                  fees, expenses, indemnities or otherwise, whether voluntary or
                  involuntary, direct or indirect, absolute or contingent,
                  liquidated or unliquidated, whether or not jointly owed with
                  others, and whether or not from time to time decreased or
                  extinguished and later increased, created or incurred, and all
                  or any portion of such obligations or liabilities that are
                  paid, to the extent all or any part of such payment is avoided
                  or recovered directly or indirectly from Beneficiary as a
                  preference, fraudulent transfer or otherwise. The RESTATED
                  NOTES and ADDITIONAL NOTES will be collectively referred to
                  herein as the "NOTES".


                  5. The fourth full paragraph on Page 8 of the Deed of Trust is
hereby deleted in its entirety and the following paragraph is substituted in its
place and stead:

                           "It is the intention of Trustor, Beneficiary and the
                  Holders that all obligations secured hereby are obligatory and
                  to the extent that the obligations (or any portion thereof)
                  are deemed not to be obligatory, then this Deed of Trust shall
                  be deemed an "instrument" (as defined in NRS 106.330, as
                  amended or recodified from time to time) which secures "future
                  advances" (as defined in NRS 106.320, as amended or recodified
                  from time to time) and which is governed pursuant to NRS
                  106.300 through 106.400, as amended and recodified from time
                  to time ("NRS" means Nevada Revised Statutes). In the event
                  that the obligations (or any portion thereof) are deemed not
                  to be obligatory, it is the intention of the parties that the
                  Secured Obligations include the obligation of the Trustor to
                  repay "future advances" of "principal" (as defined in NRS
                  106.345, as amended or recodified from time to time) in an
                  amount up to $50,500,000, and that the lien of this Deed of
                  Trust secures the obligation of Trustor to repay all such
                  "future advances" with the priority set forth in NRS
                  106.370(1), as amended or recodified from time to time."

                  6. Except as expressly amended and modified hereby, the Deed
of Trust shall remain in full force and effect. The obligations secured by the
Deed of Trust are hereby reconfirmed in their entirety and the Deed of Trust is
hereby ratified by Trustor.

                  7. The parties hereto expressly disclaim any intent to effect
a novation or an extinguishment or discharge of any of the obligations secured
by the Deed of Trust or by any other document executed in connection with the
Second Amended and Restated Note Purchase Agreement by reason of this Amendment.

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                  8. The obligations created by the Second Amended and Restated
Note Purchase Agreement and/or secured by the Deed of Trust are continuing
obligations and nothing contained in this Amendment shall be deemed to release,
terminate, subordinate or impair any lien, security interest or assignment
created or evidenced by the Deed of Trust.

                  9. This Amendment and the recordation hereof shall not
prejudice, limit or affect in any way any present or future rights, remedies,
powers or benefits available to Beneficiary under the Deed of Trust or any other
documents executed for the benefit of Beneficiary in connection with the Second
Amended and Restated Note Purchase Agreement.

                  10. The provisions of this Amendment shall be binding upon,
and shall inure to the benefit of, the successors and assigns of the parties
hereto.

                  11. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The signature and
acknowledgment pages of any counterpart may be detached therefrom without
impairing the legal effect of the signatures and acknowledgments thereto,
provided such signature and acknowledgment pages are attached to any other
counterpart identical thereto except having additional signature and
acknowledgment pages executed by other parties to this Amendment attached
thereto.

                  12. This Amendment shall be governed by, and shall be
construed and enforced in accordance with, the internal laws of the State of
Nevada, without regard to conflicts of laws principles.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.

                               "TRUSTOR"

                                SAHARA LAS VEGAS CORP.,
                                a Nevada corporation

                                By:   /s/ Thomas K. Land
                                Its:  Senior Vice President and Chief Financial
                                      Officer

                                By:   /s/ Paul W. Lowden
                                Its:  President

                                "BENEFICIARY"

                                SUNAMERICA LIFE INSURANCE
                                COMPANY,
                                an Arizona corporation

                                By:   /s/ Peter McMillan
                                Its:  Authorized Agent


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                                 ACKNOWLEDGMENTS


STATE OF                  )
        ------------------
                          )
COUNTY OF                 )
         -----------------

                  On December___, 1999 before me, the undersigned, a Notary
Public in and for said State, personally appeared___________________________
___________________________________ personally known to me or proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

                  WITNESS my hand and official seal.



                  Signature
                            ----------------------------------




STATE OF CALIFORNIA         )
                            )
COUNTY OF LOS ANGELES       )


                  On December___, 1999 before me, the undersigned, a Notary
Public in and for said State, personally appeared_________________________
_________________________________________ and ____________________________
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

                  WITNESS my hand and official seal.



                  Signature
                            ----------------------------------

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                                    EXHIBIT A

                       LEGAL DESCRIPTION OF REAL PROPERTY


The real property located in the County of Clark, State of Nevada and described
as follows:


Being a portion of the Northeast Quarter (NE 1/4) of Section 9 and a portion of
the Northwest Quarter (NW 1/4) of the Northwest Quarter (NW 1/4) of Section 10,
Township 21 South, Range 61 East, M.D.B.&M., Clark County, Nevada, described as
follows:


COMMENCING at the Northeast Corner (NE Cor) of the Northeast Quarter (NE 1/4) of
said Section 9; thence South 04 Degrees 43 Minutes 06 Seconds East along the
East Line of said Section 9, a distance of 896.80 feet to a point, said point
being the Northeast Corner (NE Cor) of that certain parcel of land conveyed by
HOTEL SECURITIES C. to EL RANCHO VEGAS by Corporation Deed recorded March 20,
1945 shown as Document No. 194417, Clark County, Nevada Official Records, said
point also being the POINT OF BEGINNING; thence South 87 Degrees 12 Minutes 23
Seconds East parallel to the North Line of said Section 9 a distance of 342.86
feet to the West Line of Paradise Road, thence South 00 Degrees 14 Minutes 47
Seconds West along said West Line of Paradise Road, a distance of 868.44 feet;
thence North 87 Degrees 12 Minutes 23 Seconds West parallel to the North Line of
said Section 9, a distance of 1572.55 feet to the East Line of Las Vegas
Boulevard South; thence North 28 Degrees 00 Minutes 00 Seconds East along said
East Line of Las Vegas Boulevard South, a distance of 958.89 feet; thence South
87 Degrees 12 Minutes 23 Seconds East parallel to the North Line of said Section
9, a distance of 782.72 feet to the POINT OF BEGINNING.

ASSESSOR'S PARCEL NUMBERS:   162-09-602-001
                             162-09-602-005

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