6

                            BUY - SELL AGREEMENT
                                      
     CASINO  MAGIC  OF LOUISIANA, CORP. ("Seller") whose office address is 300
Riverside  Drive,  Bossier  City,  Louisiana    71111 and Hollywood Park, Inc.
("Buyer")  whose  mailing  address is Box 369, Inglewood, CA  90306-0369, have
and do hereby agree as follows:

     Seller  agrees to sell to Buyer and Buyer agrees to purchase from Seller,
the  Vessel, Crescent City Queen, a description of which is attached hereto as
Schedule  "A"  ("Vessel"),  on  the sooner of 5:00 p.m. Central Standard Time,
October  10, 1997 or within forty eight (48) hours of Seller's notification to
Buyer  that  each  of  the Conditions Precedent to Closing (as hereinafter set
forth)  have  been  satisfied  (the "Closing').  Title to the Vessel shall not
pass  to Buyer until payment of the Purchase Price (as hereinafter defined) is
received by Seller at Closing.

PURCHASE PRICE

     The  purchase price for the Vessel shall be ELEVEN MILLION SEVEN HUNDRED 
AND  00/100 ($11,700,000) DOLLARS ("Purchase Price") and shall include all her
machinery,  engines, equipment, appurtenances, stores and spare parts and does
not  include  any gaming related equipment.  Upon execution of this Agreement,
Buyer  will  pay  to  Seller  ONE MILLION AND 00/100 ($1,000,000) DOLLARS (the
"Deposit").    At  the  time  of  Closing, all of the Deposit will be credited
against  the  Purchase  Price.   If Closing does not occur as specified above,
Seller may terminate this Agreement and shall retain the Deposit as liquidated
damages so long as each condition precedent to Closing has been satisfied.

CONDITIONS PRECEDENT TO CLOSING

1.          Seller shall deliver the Vessel to Buyer in its current condition,
ordinary wear and tear excepted.

2.        Seller shall deliver to Buyer good title to the Vessel which is free
from  all  encumbrances,  leases,  maritime  liens  and/or  debts  of any kind
whatsoever, including but not limited to any preferred ship mortgage.

3.         Seller shall deliver to Buyer a valid bill of sale with warranty of
title to transfer ownership of the Vessel to Buyer.

4.          Seller  shall provide Buyer with a corporate officer's certificate
authorizing  Seller  to  enter  into  and consummate the sale of the Vessel to
Buyer.

5.         Receipt by Seller of any approvals necessary to transfer the Vessel
from  Seller  to  Buyer,  including  but  not  limited to the Louisiana Gaming
Control Board.


<PAGE>
DELIVERY

     Seller  agrees to deliver possession of the Vessel to Buyer at Closing in
New  Orleans,  Louisiana.    At  or  before the time of Delivery, Seller shall
provide  to  Buyer  the  Vessel's  plans,  as  builts,  schematics,  wiring
specifications,  low  voltage wiring diagrams, certified evacuation and safety
plan,  certified  periodic  test procedures and all other plans and blueprints
related to the Vessel that were provided to Seller at the time Seller acquired
the  Vessel.  Seller makes no representation or warranty as to the accuracy of
such documents or drawings.

     Seller shall deliver the Vessel to Buyer at Closing "as is and where is".
 Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever,
whether  expressed  or  implied,  including  without  limitation,  any implied
warranty  of  merchantability,  quality, condition, fitness for any particular
purpose,  seaworthiness,  or against any redhibitory vices, or any other vices
or  defects,  hidden, latent or otherwise, all such warranties being expressly
WAIVED by Buyer.

     At  the  time  of  Delivery, all risk of loss to the Vessel shall pass to
Buyer.

     Seller  will  use  all  reasonable  good faith efforts to assist Buyer in
obtaining  any  necessary    certificates  for  the  Vessel, including but not
limited  to  a Certificate of Inspection; however, this is not a condition for
Closing  and  all  costs  and  expenses  associated  with  obtaining  any such
certificates  shall be the responsibility of Buyer.  Furthermore, Seller shall
not  be  required  to  provide at Delivery a Certificate of Documentation, FCC
License,  Society  Tonnage,  Interim  Class, Hull Classification and Machinery
Classification  Certificate (if applicable) and/or their regulatory equivalent
(if  applicable)  at  the time of Delivery; however, Seller shall provide such
certificates  and  documents, if any, that are in Seller's possession within a
reasonable  time  after  Delivery,  provided, however, the Seller's failure to
deliver  said Certificates and Documents shall not constitute a breach of this
Agreement  by  Seller, nor shall such failure constitute grounds for Buyer not
to close this transaction.

MAINTENANCE AND OPERATION

     During  the  period  of  time  following receipt of the Deposit by Seller
until  Closing (the "Period"), the Vessel shall be in the full possession and,
other  than  sale to a third party, at the absolute disposal of Seller for all
purposes  and  under  its  complete  control  in every respect.  Seller shall,
during  said  Period,  take  all  reasonable steps to maintain the Vessel, her
machinery,  engines, equipment, appurtenances and spare parts in their current
condition, ordinary wear and tear excepted.

INSPECTION
     During  the  Period,  Buyer  or  its designee shall have the right at any
reasonable  time  to  inspect  or survey the Vessel to satisfy itself that the
Vessel is being properly maintained.  Any and all costs or expenses associated
with  such  inspection shall be the responsibility of and be paid by Buyer and
Buyer  agrees  to  indemnify, defend and hold harmless Seller any affiliate of
Seller against any injuries, cost, or expenses arising from such inspection or
survey.

TERMINATION

     This Agreement will terminate:

1.      In the event the Vessel is an actual or constructive total loss during
the Period;

2.     In the event Buyer fails to pay the Deposit;

3.     In the event Harrah's Indiana Casino Corporation ("Harrah's") exercises
its  right  to  purchase  the  Vessel  pursuant  to Paragraph 21 of the Vessel
Purchase  Agreement  dated  August  15,  1997  by  and between Casino Magic of
Louisiana,  Corp.  and  Crawford  County  Casino  Corp.  ("Crawford  County
Agreement").

         If this Agreement terminates pursuant to items No. 1 or 3 above, the
Deposit will be promptly refunded to Buyer.

TAXES

     It  is  understood and agreed by Seller and Buyer that the sale of Vessel
by  Seller  constitutes an isolated and occasional sale by Seller, and that no
sale,  use,  transfer  or  other  tax(es)  should  be  payable  in  connection
therewith:  however,  if  any  such  tax(es)  is payable, Buyer shall pay such
tax(es)  and  shall  indemnify and hold harmless Seller for any such tax(es). 
Seller  shall  be  responsible for any ad valorem property taxes applicable to
the  Vessel  prior  to  Delivery  of  the  Vessel  to Buyer, and Buyer will be
responsible  for  all ad valorem property taxes applicable to the Vessel after
Delivery.

NOTICES

       Unless otherwise provided in this Agreement, all payments, notices and
communications  with  respect to this Agreement shall be made to Seller at 711
Casino Magic Drive, Bay St. Louis, Mississippi  39520 and to Buyer at Box 369,
Inglewood, CA  90306-0369.

CONSIDERATION

     Except  as set forth in this Agreement, no consideration has been paid to
Seller  by Buyer prior to the date hereof and no consideration will be paid to
Seller by Buyer until Closing.

GOVERNING LAW

     This  Agreement  shall  be  governed  by the laws of the United States of
America  and  the State of Mississippi and each party to this Agreement agrees
and  acknowledges  that  they are subject to the jurisdiction of the courts in
Mississippi  for  the  purpose  in  resolving  any  dispute arising under this
Agreement.

<PAGE>
SPECIFIC PERFORMANCE

     If  either  Seller  or  Buyer  should  default  on  any of its respective
obligations under this Agreement, the non-defaulting party, in addition to and
not  in  derogation  of  any  other of its rights (including Seller's right to
certain  liquidated  damages  under the Purchase Price provision), may sue for
specific  performance  of this Agreement.  Furthermore, if any legal action or
other  proceeding  is  brought  for  the  enforcement of this Agreement or any
provision  hereof,  or  because  of  an  alleged  dispute,  breach, default or
misrepresentation  in connection with any of the provisions of this Agreement,
the  prevailing  party shall be entitled to recover reasonable attorneys' fees
and  other reasonable costs incurred in such action or proceeding, in addition
to any other relief to which such party shall be entitled.

PRIOR AGREEMENTS

     This Agreement supersedes all prior agreements and constitutes the entire
agreement between the parties concerning the subject matter hereof.

AMENDMENTS

     During  the  Period, this Agreement may not by amended or modified except
by a written instrument executed by Seller and Buyer.

SEVERABILITY

     The  provisions  of  the  Agreement  are  separate and severable.  If any
provision,  item  or  application of this Agreement shall be deemed invalid in
whole  or  in  part,  such  invalidity  shall not affect the other provisions,
items, or applications of this Agreement which can be given effect without the
invalid provision, item or application.

LICENSEE

     Under  no  circumstance  shall any term or condition of this Agreement be
construed  to give Buyer any ownership, interest and/or control, either actual
or  constructive,  in  the  Seller,  or  any of its subsidiaries or its parent
corporation.

TIME OF THE ESSENCE

     Time  is  expressly  declared  to  be  of the essence in this Agreement. 
Except  as provided below, if Closing does not occur as specified herein, this
will  constitute an event of default and the non-defaulting party may elect to
terminate  this  Agreement  if  it so desires and/or pursue any contractual or
legal remedies it may have.

Closing  shall  be extended if the Louisiana Gaming Control Board or any other
third  party  whose  approval  is  necessary  for  Closing  has not rendered a
decision  by October 10, 1997 on any approvals relative to this Agreement.  In
such  an  event,  Closing  will  occur within forty eight (48) hours following
receipt of any such approval so long as any such approval is given by December
31,  1997.    If such approval has not been given by December 31, 1997, either
party  may  give  notice  to  terminate the Agreement to the other and Buyer's
deposit shall be returned to Buyer.

CITIZENSHIP

     Buyer warrants to Seller that it is now, and will remain until Closing, a
citizen of the United States of America as defined in 46 U.S.C. 802.

LOUISIANA GAMING CONTROL BOARD

     The effectiveness of this Agreement may be subject to the approval by the
Louisiana Gaming Control Board.



     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  on  this  10th day of
September, 1997.

WITNESSES:                         CASINO MAGIC OF LOUISIANA, CORP.
                              (Seller)
/s/ Stephenie R. Murray
                              BY:  /s/ Robert A. Callaway
/s/ Donna Negrotto

                              TITLE: Secretary



     IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  on  this  10th day of
September, 1997.

WITNESSES:                         HOLLYWOOD PARK, INC.
                              (Buyer)
/s/ Anita N. Doran
                              BY: G. Michael Finnigan
/s/ Alvin G. Segel

                              TITLE: CFO
                                      
<PAGE>
                                 EXHIBIT A


                    OFFICIAL NUMBER     GROSS     HAILING
                     NAME          TONNAGE     PORT
    Crescent City Queen     1028319     10507     New Orleans, Louisiana