(PAGE)                   SECOND AMENDMENT TO
                 AMENDED AND RESTATED LEASE AGREEMENT



     THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LEASE
AGREEMENT (the "Amendment") is made as of the 31st day of March
1997, by and between HOUSING DEVELOPMENT ASSOCIATES S.E., a
Puerto Rico special partnership (hereinafter called "Landlord"),
and EL COMANDANTE OPERATING COMPANY, INC., a  Puerto Rico
nonstock corporation (hereinafter called "Tenant").

                           W I T N E S S E T H:

     WHEREAS, Landlord owns the real property and improvements
comprising the El Comandante Race Track located in Canovanas,
Puerto Rico;

     WHEREAS, Landlord and Tenant's predecessor in interest, El
Comandante Operating Company, a Delaware corporation ("ECOC"),
entered into an Amendment and Restated Lease Agreement, dated as
of December 15, 1993, as amended by the First Amendment to the
Amended and Restated Lease Agreement, dated as of March 28, 1996
(collectively, the "Lease").

     WHEREAS, the Lease required Tenant to pay all the operating
expenses of the El Comandante Race Track, including the annual
license fee payable to the Puerto Rico Racing Board (the "License
Fee");

     WHEREAS, the Lease also limits the types, amounts and
sources of Indebtedness that Tenant may incur;

     WHEREAS, Tenant has requested certain amendments to the
Lease;

     WHEREAS, after consideration of Tenant's request, Landlord
has determined that accepting Tenant's requests under the terms
and conditions set forth herein is in the best interests of
Landlord;

     NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements herein contained, the parties hereto
hereby agree as follows:

     1.  Definitions. Except as otherwise defined herein, all
capitalized terms used herein shall have the same meanings as set
forth in the Lease.
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     2.   Amendment to Section 3(d).  Subsection (d) of Section 3
of the Lease is amended to read as follows:

          (d)  Notwithstanding the foregoing provisions of this
Section, Landlord shall assume responsibility for (1) paying any
real property taxes assessed against the demised premises that
become due and payable on or after January 1, 1996 and (2)
paying, at the request of Tenant, any annual license fee in
respect of the Race Track License (as defined in Section 4
hereof) commencing with the 1997 fee for the Race Track License.

     3.   Amendment of Section 13(c)(IV).  Subsection (iv) of

Subsection (c) of Section 13 of the Lease is amended to read as

follows:

          (iv)  "Permitted Indebtedness" means (1) purchase money
Indebtedness, including capitalized lease obligations, in respect
of purchase of machinery, equipment and other personal property
necessary for or incident to the Race Track Operation in
accordance with the terms of the Lease, (2) trade payables
incurred in the ordinary course of business, (3) Indebtedness
outstanding on the date of this Lease, including certain
Indebtedness to Supra and Company S.E. and Ruben Velez Lebron in
an aggregate principal amount not in excess of $2.6 million, (4)
Indebtedness to Landlord; (5) Indebtedness to any other party in
an aggregate amount not in excess of $1 million; provided
however, that the total amount of such Indebtedness shall not
exceed outstanding loans to horse owners pursuant to Section
28(l) hereof plus payments received from horse owners in respect
of such loans during the current calendar month and that if such
Indebtedness is secured, it is secured solely by promissory notes
payable by the horse owners, (6) any renewals, extensions,
substitutions, refundings, refinancing or replacements of any of
the foregoing in principal amounts not in excess of, and on
substantially the same terms as, the foregoing.

     4.  Effectiveness of Amendments.  The amendment to the Lease
reflected in Section 2 hereof shall be effective as of January 1,
1997.  The amendment to the Lease reflected in Section 3 hereof
shall become effective upon Landlord receiving consent form the
holders of a majority of the principal amount of issued and
outstanding 11 3/4% First Mortgage Notes due 2003 under that
certain Trust Indenture dated as of December 15, 1993, as amended
to date.

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     5.  Effect of Amendments.  Except as expressly amended
hereby, all other provisions of the Lease shall remain in full
force and effect.












































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     IN WITNESS WHEREOF, the Landlord and Tenant have executed
this instrument
as of the day and year first above written.
                            LANDLORD:

                            HOUSING DEVELOPMENT ASSOCIATES S.E.
                              By:  Equus Gaming Company L.P., its
                                   managing partner

                              By:  Equus Management Company, its
                                   managing partner


                              By:  /s/ Donald G. Blakeman
                                   -----------------------------
                                   Name: Donald G. Blakeman
                                   Title: President


                            TENANT:

                            EL COMANDANTE OPERATING COMPANY, INC.


                              By:
                                   -----------------------------
                                   Name:
                                   Title: