Trump Entertainment Resorts, Inc. – ‘424B1’ on 4/12/96

As of:  Friday, 4/12/96   ·   Accession #:  950130-96-1226   ·   File #:  333-00639

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Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Final Prospectus Dated April 11, 1996                203   1.17M 

Document Table of Contents

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                                                  Rule No. 424(b)(1)
                                                        Registration No. 333-639
PROSPECTUS                                                                      
APRIL 11, 1996                                                                  
                                                                 TRUMP
                                                                  HOTELS &
                                                                  CASINO RESORTS
12,500,000 SHARES 

TRUMP HOTELS & CASINO RESORTS, INC. 

COMMON STOCK  

All of the shares of Common Stock ("Common Stock") offered hereby (the      
"Stock Offering") are being sold by Trump Hotels & Casino Resorts, Inc. (the    
"Company").                                                                     

The Stock Offering is part of a comprehensive plan (the "Merger             
Transaction") relating to the acquisition (the "Merger") of Trump Taj Mahal     
Associates ("Taj Associates"), the owner and operator of the Trump Taj Mahal    
Casino Resort (the "Taj Mahal"), by Trump Hotels & Casino Resorts Holdings,     
L.P., a subsidiary of the Company ("THCR Holdings"), and the refinancing of     
the debt obligations of Taj Associates and Trump Plaza Associates ("Plaza       
Associates"), the owner and operator of the Trump Plaza Hotel and Casino        
("Trump Plaza"). Upon consummation of the Merger Transaction, Trump Atlantic    
City Associates ("Trump AC"), a wholly owned subsidiary of THCR Holdings, will  
wholly own Plaza Associates and Taj Associates. In addition to the shares of    
Common Stock to be issued in the Stock Offering, the Company may issue shares   
of Common Stock pursuant to the Merger.                                         

As part of the Merger Transaction and concurrently with the Stock Offering, 
Trump AC and Trump Atlantic City Funding, Inc. ("Trump AC Funding"), a wholly   
owned finance subsidiary of Trump AC, are offering $1.2 billion aggregate       
principal amount of first mortgage notes (the "Mortgage Notes") (the "Mortgage  
Note Offering"). Consummation of the Stock Offering is conditioned upon the     
consummation of the other transactions contemplated by the Merger Transaction   
(including the Mortgage Note Offering).                                         

The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "DJT." On April 11, 1996, the closing price of the Common Stock on the   
NYSE was $31 1/4 per share. See "Price Range of Common Stock."                  

INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. 
SEE "RISK FACTORS" BEGINNING ON PAGE 22 FOR A DISCUSSION OF CERTAIN FACTORS     
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK  
OFFERED HEREBY.                                                                 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES COMMISSION  
PASSED  UPON  THE  ACCURACY  OR ADEQUACY  OF  THIS  PROSPECTUS.  ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.               

NEITHER  THE  NEW  JERSEY  CASINO CONTROL  COMMISSION,  THE  INDIANA  GAMING  
COMMISSION NOR ANY OTHER REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY  
OR ADEQUACY  OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE  CONTRARY IS  
UNLAWFUL.                                                               

------------------------------------------------------------------------------- 

                                                                [Download Table]

                                           PRICE      UNDERWRITING    PROCEEDS  
                                           TO THE    DISCOUNTS AND     TO THE   
                                           PUBLIC    COMMISSIONS(1)  COMPANY(2) 
--------------------------------------------------------------------------------
                                                                                
Per Share..............................    $31.25        $1.70         $29.55   
Total(3)............................... $390,625,000  $21,250,000   $369,375,000
--------------------------------------------------------------------------------

(1) The Company and its subsidiaries have agreed to indemnify the Underwriters  
against certain liabilities, including liabilities under the Securities 
Act of 1933, as amended. See "Underwriting."                            
(2) Before deducting expenses estimated at $3.0 million, payable by Trump       
Hotels & Casino Resorts Holdings, L.P.                                  
(3) The Company has granted to the Underwriters a 30-day option to purchase up  
to 1,875,000 additional shares of Common Stock, on the same terms and   
  conditions as set forth above, solely to cover over-allotments, if any. If
such option is exercised in full, the total Price to the Public,        
Underwriting Discounts and Commissions, and Proceeds to the Company will
be $449,218,750, $24,437,500 and $424,781,250, respectively. See        
"Underwriting."                                                         

The shares of Common Stock offered by this Prospectus are offered by the    
several Underwriters when, as and if delivered to and accepted by the           
Underwriters and subject to various prior conditions, including their right to  
reject orders in whole or in part. It is expected that delivery of the shares   
of Common Stock will be made in New York, New York on or about April 17, 1996.  

DONALDSON, LUFKIN & JENRETTE  
SECURITIES CORPORATION
SALOMON BROTHERS INC                                                            
BT SECURITIES CORPORATION 
                                                    SANDS BROTHERS & CO., LTD.

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[Two photos of the Trump Taj Mahal Casino Resort--Atlantic City's "Must See"    
Attraction]                                                                   

[Photo of Trump Plaza Hotel and Casino & Trump World's Fair--Atlantic City's    
Centerpiece]                                                                  

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON THE       
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS  
UNLAWFUL.                                                                       

IN CONNECTION WITH THIS STOCK OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR  
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON  
STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN     
THE OPEN MARKET.  SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK       
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE.  SUCH STABILIZING, IF    
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                                     

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PROSPECTUS SUMMARY

 The following is a summary of certain information contained elsewhere in this
Prospectus and is qualified in its entirety by the more detailed information    
and financial statements, and notes thereto, contained elsewhere in this        
Prospectus. Unless otherwise indicated, (i) the term "Company" as used in this  
Prospectus includes the Company and its subsidiaries and gives effect to the    
Merger Transaction and (ii) the information in this Prospectus assumes no       
exercise of the Underwriters' over-allotment option. Prospective investors are  
urged to read this Prospectus carefully in its entirety. This Prospectus        
contains forward-looking information that involves risks and uncertainties and  
such information is subject to the assumptions set forth in connection          
therewith and the information contained herein.                                 

THE COMPANY 

Trump Hotels & Casino Resorts, Inc. (the "Company") will acquire all of the 
outstanding equity interests of Trump Taj Mahal Associates ("Taj Associates"),  
which owns and operates the Trump Taj Mahal Casino Resort (the "Taj Mahal"), in 
connection with the Merger Transaction. The Merger Transaction will create one  
of the largest casino entertainment companies in the United States by combining 
two "Four Star" Atlantic City casino hotels, a riverboat gaming project         
approximately 25 miles from downtown Chicago (the "Indiana Riverboat") and the  
rights to any future Donald J. Trump ("Trump") gaming venture. Upon             
consummation of the Merger Transaction, the Company will own and operate the    
Taj Mahal, currently Atlantic City's largest casino, and Trump Plaza Hotel and  
Casino ("Trump Plaza" and, together with the Taj Mahal, the "Atlantic City      
Properties"), which will have the largest casino in Atlantic City upon          
completion of its ongoing expansion program (the "Trump Plaza Expansion").      
Following the consummation of the Merger Transaction, the Company also plans to 
undertake an expansion program at the Taj Mahal designed to increase its hotel  
room inventory and casino floor space and expand its entertainment and parking  
facilities (the "Taj Mahal Expansion"). In addition, the Company expects to     
commence operations in the second quarter of 1996 of the Indiana Riverboat      
casino at Buffington Harbor on Lake Michigan, which will establish the          
Company's position in the greater Chicago metropolitan area market, one of the  
most successful new gaming markets in the United States. The Company is and     
will continue to be the exclusive vehicle through which Trump will engage in    
new gaming activities in both emerging and established gaming jurisdictions.    

 Management believes that the acquisition of the Taj Mahal will strengthen the
Company's position as a leader in the casino entertainment industry through its 
ownership of two successful land-based casino hotels. Furthermore, the Merger   
Transaction will enhance the Company's presence in the growing Atlantic City    
market, which, in terms of gaming revenues, has demonstrated a ten-year         
compound annual growth rate of approximately 5.8% and a growth rate of          
approximately 9.5% for calendar year 1995 versus calendar year 1994. After      
giving effect to the Merger Transaction and the Trump Plaza Expansion, the      
Company will have approximately one-quarter of Atlantic City's casino square    
footage, slot machines, table games and hotel room inventory. In addition, the  
combination of the Taj Mahal with Trump Plaza's existing and planned operations 
will provide opportunities for operational efficiencies, economies of scale and 
benefits from the expertise and experience of management at the operating       
entities. Management further believes that the Company's size following the     
Merger Transaction along with its industry experience and reputation for        
quality will allow the Company to compete effectively for gaming licenses in    
other jurisdictions.                                                            

Management believes the Company will benefit from the following factors:    

. LEADING ATLANTIC CITY FACILITIES. Upon consummation of the Trump Plaza    
Expansion, the Company will own and operate the two largest casino hotel
properties in Atlantic City, both of which are strategically located on 
The Boardwalk. The Company believes that the Atlantic City Properties'  
prime locations, reputations for high quality amenities and first-class 
customer service and targeted marketing strategies are ideally suited to
capitalize on the expected continued growth in the Atlantic City gaming 
market. The Company believes that its leading size and market share in  
Atlantic City following the                                             

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consummation of the Merger Transaction, will provide it with a competitive
advantage in marketing the Atlantic City Properties, particularly to large
convention groups and multi-day stay destination resort visitors.         

. ATLANTIC CITY PROPERTIES EXPANSION. The Company has nearly completed the  
Trump Plaza Expansion and is developing the plans for the Taj Mahal     
Expansion, which projects will increase the Atlantic City Properties'   
gaming space and hotel room capacity allowing the Company to meet both  
existing demand and the anticipated demand from the increased number of 
available rooms and infrastructure improvements that are currently under
development to enhance further the "vacation destination appeal" of     
Atlantic City.                                                          

The following table profiles the Company's casino and hotel capacity        
following the planned expansions at the Atlantic City Properties:               

                                                        [Enlarge/Download Table]

                          TRUMP     TAJ        INDIANA    TRUMP PLAZA   TAJ MAHAL          
                         PLAZA(a)  MAHAL     RIVERBOAT(b) EXPANSION(c) EXPANSION(d)  TOTAL 
                         -------- -------    ------------ ------------ ------------ -------
                                                                                           
Casino square footage...  75,395  120,000(e)    37,000       64,158       60,000    356,553
Slot machines...........   2,368    3,550        1,500        1,898        2,500     11,816
Table games.............      97      169           73           44          --         383
Hotel rooms.............     555    1,250          --           849          800      3,454

--------                                                                        
(a) Includes the 2,000 square foot area connecting the existing facility with   
Trump Plaza East (as defined) and the 75 slot machines included in this 
area.                                                                   
(b) Scheduled to open in the second quarter of 1996.                            
(c) Includes the 15,000 square foot casino with 400 slot machines and 13 table  
games and 326 hotel rooms which have already opened at Trump Plaza East.
 The remaining 14 hotel rooms and suites at Trump Plaza East are scheduled
to be opened by the end of April 1996. Also reflects nine super suites  
scheduled to open early in 1997 and not otherwise included in the "Trump
   Plaza Expansion." The remaining portion of the Trump Plaza Expansion, Trump
World's Fair (as defined), is scheduled to open in the second quarter of
1996.                                                                   
(d) Plans for the Taj Mahal Expansion, scheduled to be completed in phases from 
  the first quarter of 1997 through early 1998, are subject to modification.
(e) Excludes a 12,000 square foot poker, keno and race simulcasting room which  
contains 64 poker tables.                                               

. OPERATING SYNERGIES. The Company intends to capitalize on the             
opportunities for efficiencies which can be generated by integrating    
 certain operations of the Atlantic City Properties, which previously have
been operated separately. Management has identified cost savings which  
management estimates, by the end of the second year following the Merger
Transaction, to be approximately $18-20 million on an annual basis,     
although no assurance may be made as to the amount which will be        
 realized. Management believes that it will be able to consolidate certain
departments at the Atlantic City Properties, reduce general and         
administrative expenses through possible personnel reductions and the   
consolidation of certain marketing efforts and reduce operating costs   
through efficiencies that are expected to result from the combined      
purchasing power of the Atlantic City Properties.                       

. INDIANA RIVERBOAT. Trump Indiana, Inc. ("Trump Indiana"), the Company's   
 subsidiary that owns and will operate the Indiana Riverboat, has received
site approval and a certificate of suitability to develop a gaming      
project at Buffington Harbor on Lake Michigan, approximately 25 miles   
southeast of downtown Chicago. The Indiana Riverboat is one of 11       
riverboat gaming projects permitted under current Indiana law and one of
only five to be located in northern Indiana. The Indiana Riverboat is   
currently scheduled to open for business in the second quarter of 1996. 
 The Indiana Riverboat is planned to have approximately 37,000 square feet
of gaming space that will feature 1,500 slot machines and 73 table games
and will be one of the largest riverboat casinos in the United States.  
The Indiana Riverboat's principal market will be the approximately 6.8  
million people residing within 50 miles of Buffington Harbor in the     
greater Chicago metropolitan area. Approximately 11.2 million and 24.2  
million people live within a 100- and 200-mile radius of Buffington     
Harbor, respectively.                                                   

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. THE "TRUMP" NAME. The Company capitalizes on the widespread recognition   
of the "Trump" name and its association with high quality amenities and 
first class service. To this end, the Company provides a broadly        
diversified gaming and entertainment experience consistent with the     
 "Trump" name and reputation for quality, tailored to the gaming patron in
each market. The Company also benefits from the "Trump" name in         
connection with its efforts to expand and to procure new gaming         
opportunities in the United States and abroad, as well as to explore    
opportunities to establish additional gaming operations, particularly in
jurisdictions where the legalization of casino gaming is relatively new 
or anticipated.                                                         

ATLANTIC CITY PROPERTIES                                                        

TRUMP PLAZA                                                                   

Management believes that Trump Plaza's "Four Star" Mobil Travel Guide rating
and "Four Diamond" American Automobile Association rating reflect the high      
quality amenities and services that Trump Plaza provides to its casino patrons  
and hotel guests. These amenities and services include a broad selection of     
dining choices, headline entertainment, deluxe accommodations, tennis courts    
and swimming and health spa facilities.                                         

Trump Plaza Expansion. The Company is seeking to enhance further Trump      
Plaza's position as an industry leader through the Trump Plaza Expansion,       
scheduled to be completed in the second quarter of 1996, which involves         
expanding and renovating Trump Plaza's gaming space, increasing its hotel       
capacity and constructing retail operations and entertainment venues. As part   
of the Trump Plaza Expansion, the Company has renovated and integrated into     
Trump Plaza a hotel located adjacent to Trump Plaza's main tower ("Trump Plaza  
East"), the grand opening for which was held on February 16, 1996, and is in    
the process of renovating and integrating the former Trump Regency Hotel        
("Trump World's Fair"), located on The Boardwalk adjacent to the existing       
Atlantic City Convention Center, which is next to Trump Plaza.                  

In February 1996, Trump Plaza East opened the 15,000 square foot Ocean View 
Casino and Bar, and has to date opened 326 of its 349 hotel rooms. The Ocean    
View Casino and Bar is the first gaming room in Atlantic City to combine a      
casino, bar and entertainment area and features a 70-foot long bar with 27 bar- 
top slot machines, live entertainment and a 58 square foot video wall. With its 
high ceilings and windows overlooking the Atlantic Ocean and The Boardwalk,     
Trump Plaza is creating a new and exciting entertainment environment for its    
casino patrons.                                                                 

Upon completion of the Trump Plaza Expansion, Trump Plaza's casino floor    
space will be the largest in Atlantic City, increasing from approximately       
75,000 square feet to an aggregate of approximately 140,000 square feet,        
housing a total of approximately 4,270 slot machines and 140 table games. Trump 
Plaza's hotel capacity will increase to a total of 1,404 guest rooms, making    
Trump Plaza's guest room inventory one of the largest in Atlantic City.         
Management believes the increased hotel capacity as a result of the Trump Plaza 
Expansion will better enable Trump Plaza to meet demand and accommodate its     
casino guests, as well as to host additional and larger conventions and         
corporate meetings. The following table details plans for the Trump Plaza       
Expansion:                                                                      

                                                                [Download Table]

                                                                  TRUMP         
                                       TRUMP PLAZA     TRUMP     WORLD'S        
                                       FACILITY(a) PLAZA EAST(b) FAIR(c)  TOTAL 
                                       ----------- ------------- ------- -------
                                                                                
Casino square footage.................   75,395       14,886     49,272  139,553
Slot machines.........................    2,368          405      1,493    4,266
Table games...........................       97           12         32      141
Hotel rooms...........................      555          349        500    1,404

--------------------                                                            
(a) Includes the 2,000 square foot area connecting the existing facility with   
Trump Plaza East (as defined) and the 75 slot machines included in this 
area.                                                                   
(b) The casino and 326 hotel rooms have already opened. The remaining 14 hotel  
rooms and suites are scheduled to be open by the end of April 1996. Also
reflects nine super suites scheduled to open early in 1997 and not      
otherwise included in the "Trump Plaza Expansion."                      
(c) Scheduled to open in the second quarter of 1996.                            

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The Trump Plaza Expansion will increase Trump Plaza's prime central frontage
on The Boardwalk to nearly a quarter of a mile. Furthermore, Trump World's Fair 
will add approximately 50,000 square feet of casino floor space, approximately  
16,000 of which will be directly accessible from The Boardwalk, and Trump Plaza 
has been reconfigured to provide a new entranceway to Trump Plaza directly off  
the Atlantic City Expressway. Management believes that the construction of a    
new convention center and "tourist corridor" linking the new convention center  
with The Boardwalk will enhance the desirability of Atlantic City generally     
and, as a result of Trump Plaza's central location, will benefit Trump Plaza in 
particular. Trump Plaza's location on The Boardwalk at the end of the main      
highway into Atlantic City makes it highly accessible for both "drive-in" and   
"walk-in" patrons.                                                              

THE TAJ MAHAL                                                               

The Taj Mahal currently has the largest casino in Atlantic City and has     
ranked first among all Atlantic City casinos in terms of total gaming revenues, 
table revenues and slot revenues since it commenced operations in 1990. The Taj 
Mahal capitalizes on the widespread recognition and marquee status of the       
"Trump" name and its association with high quality amenities and first-class    
service as evidenced by its "Four Star" Mobil Travel Guide rating. Management   
believes that the breadth and diversity of the Taj Mahal's casino,              
entertainment and convention facilities and its status as a "must-see"          
attraction will enable the Taj Mahal to benefit from the expected continued     
growth of the Atlantic City market. In order to enhance its status as a "must-  
see" attraction, the Taj Mahal has recently signed agreements for the           
development of the Hard Rock Cafe(R), Rainforest Cafe(R) and All Star Cafe(R)   
themed restaurants on the property. In addition, in order to continue to        
attract high end players, the Taj Mahal has recently opened the Dragon Room, a  
new Asian themed table game area, and plans to open the "Sultan's Palace," a    
new high-end "slots only" lounge and private club in the second quarter of      
1996.                                                                           

 The Taj Mahal Expansion. The Taj Mahal Expansion is scheduled to be completed
in phases from the first quarter of 1997 through early 1998. The Taj Mahal      
Expansion, the plans for which are subject to modification, involves the        
construction of an approximately 2,000 space expansion of the Taj Mahal's       
existing self-parking facilities and a new 10,000 seat arena adjacent to the    
Taj Mahal, each scheduled to be completed in the first quarter of 1997; the     
conversion of the current site of the Mark Etess Arena into a new 60,000        
square-foot circus-themed casino with 2,500 slot machines, scheduled to be      
completed in mid-1997; and the construction of an approximately 800 room hotel  
tower adjacent to the Taj Mahal's existing hotel tower, which is scheduled to   
be completed early in 1998.                                                     

THE ATLANTIC CITY MARKET                                                    

 The Atlantic City gaming market has demonstrated continued growth despite the
recent proliferation of new gaming venues across the country. The 12 casino     
hotels in Atlantic City generated approximately $3.75 billion in gaming         
revenues in 1995, an approximately 9.5% increase over 1994 gaming revenues of   
approximately $3.42 billion. During 1995, all 12 casinos experienced increased  
gaming revenues compared to 1994.                                               

The approximately $3.75 billion of gaming revenues produced by the 12       
Atlantic City casino hotels in 1995 exceeded the approximately $3.12 billion of 
gaming revenues produced by the 18 largest (based on net revenues) casino       
hotels on the Las Vegas Strip for the same period, even though the 12 Atlantic  
City casino hotels have less than one-quarter the number of hotel rooms of such 
Las Vegas Strip casino hotels. Management believes, however, that given current 
high occupancy levels, future casino revenue growth in the Atlantic City market 
will be dependent in part upon expansion in hotel capacity.                     

Due principally to an improved regulatory environment, the general          
improvement of economic conditions in 1993, 1994 and 1995 and existing high     
occupancy rates, significant investment in the Atlantic City market has been    
initiated and/or announced. For example, Trump Plaza will be located at the end 
of the planned "tourist corridor" featuring an entertainment and retail complex 
that will link The Boardwalk with downtown Atlantic                             

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City. In addition, the New Jersey Casino Redevelopment Authority ("CRDA") is    
currently overseeing the development of a new convention center. When           
completed, the approximately $250 million convention center will be the largest 
exhibition space between New York City and Washington, D.C. The new convention  
center, currently scheduled to open in January 1997, will be located at the     
base of the Atlantic City Expressway. Trump Plaza is adjacent to the existing   
Atlantic City Convention Center and will also be one of the closest casino      
hotels to the new convention center, which as currently planned would hold      
approximately 500,000 square feet of exhibit and pre-function space, 45 meeting 
rooms, food-service facilities and a 1,600-car underground parking garage. An   
additional planned infrastructure improvement is the State of New Jersey's      
approximately $125 million capital plan to upgrade and expand the Atlantic City 
International Airport. The Company believes that, as leading Atlantic City      
attractions, the Atlantic City Properties will attract a large portion of any   
increase in the number of potential casino hotel patrons.                       

THE INDIANA RIVERBOAT                                                           

 The Indiana Riverboat, currently scheduled to open for business in the second
quarter of 1996, will feature an approximately 288-foot luxury yacht with       
approximately 37,000 square feet of gaming space with 1,500 slot machines, 73   
table games and capacity for approximately 2,450 passengers and 300 employees   
and will be one of the largest riverboat casinos in the United States. Trump    
Indiana is one of 11 riverboat gaming projects permitted under current Indiana  
law and one of only five to be located in northern Indiana.                     

The Indiana Riverboat's principal market will be the approximately 6.8      
million people residing within 50 miles of Buffington Harbor in the greater     
Chicago metropolitan area. Approximately 11.2 million and 24.2 million people   
live within a 100- and 200-mile radius of Buffington Harbor, respectively,      
encompassing portions of the states of Indiana, Illinois, Michigan, Ohio and    
Wisconsin (the "Great Lakes Market"). Through the use of the "Trump" name and   
systematic marketing programs, the Company will seek to attract drive-in        
customers to the Indiana Riverboat. Casinos currently operating in the Great    
Lakes Market have generally been very successful, achieving operating results   
exceeding those of most new jurisdictional markets. The Company believes that   
these operating results indicate that the Great Lakes Market should be capable  
of absorbing significant capacity expansion in the future. Under current        
regulations in Indiana, most games typically available in Atlantic City casinos 
will be permitted on the Indiana Riverboat. Riverboat casinos in Indiana will   
be permitted to stay open 24 hours per day, 365 days per year and to extend     
credit and accept credit charge cards, with no loss or wagering limits.         

THE STOCK OFFERING

                                                                [Download Table]
                                                             
Common Stock Offered.................. 12,500,000 shares     
Common Stock to be outstanding after                         
 the Merger Transaction............... 23,377,718 shares(/1/)
New York Stock Exchange Symbol........ DJT                   

--------------------                                                            
(1) Does not include (i) 6,680,723 shares of Common Stock (subject to certain   
 adjustments) issuable to Trump upon conversion of his limited partnership
 interest in THCR Holdings; (ii) 1,391,584 shares of Common Stock (subject
to certain adjustments) issuable to Trump Taj Mahal, Inc. ("TTMI"), a   
corporation wholly owned by Trump, upon conversion of its limited       
partnership interests in THCR Holdings; (iii) 133,333 shares of Common  
Stock issuable upon exercise of options granted to the Chief Executive  
Officer of the Company pursuant to the 1995 Stock Plan; (iv) a phantom  
   stock unit award (representing the right to receive 66,666 shares of Common
Stock on June 12, 1997) granted to the Chief Executive Officer of the   
Company pursuant to the 1995 Stock Plan; (v) 733,334 additional shares  
reserved for issuance pursuant to the 1995 Stock Incentive Plan; (vi)   
1,800,000 shares of Common Stock underlying the warrant to be issued to 
   Trump in connection with the Merger Transaction (a) 600,000 shares of which
  may be purchased on or before the third anniversary of the issuance of the
 warrant at $30.00 per share, (b) 600,000 shares of which may be purchased
on or before the fourth anniversary of the issuance of the warrant at   
$35.00 per share, and (c) 600,000 shares of which may be purchased on or
 before the fifth anniversary of the issuance of the warrant at $40.00 per
share; or (vii) any shares of Common Stock which may be issued in the   
   Merger. Also excludes shares of Class B Stock of the Company held and to be
  held by Trump and TTMI which represent non-economic voting interest in the
Company. Includes an estimation of the number of fractional shares of   
Common Stock to be issued in the Merger.                                

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THE MORTGAGE NOTE OFFERING

(Offered by Trump AC and Trump AC Funding exclusively pursuant to a separate
prospectus.)

Concurrently with and as a condition to consummation of the Stock Offering, 
Trump AC and Trump AC Funding will issue $1.2 billion of Mortgage Notes         
pursuant to the Mortgage Note Offering. Trump AC Funding, a Delaware            
corporation, was recently formed for the sole purpose of, and will engage in no 
activities or business other than in connection with, the issuance of the       
Mortgage Notes. Certain terms of the Mortgage Notes are described under         
"Business--Certain Indebtedness."                                               

The Mortgage Note Offering and the Stock Offering (collectively, the        
"Offerings") are part of the comprehensive plan relating to the Merger of a     
subsidiary of the company with and into Taj Mahal Holding Corp. ("Taj           
Holding"), which currently beneficially owns a 50% equity interest in Taj       
Associates; the contribution by the Company to Trump AC (on behalf, and at the  
direction, of THCR Holdings) of all of its direct and indirect ownership        
interests in Taj Associates acquired in the Merger; the contribution by Trump   
of the remaining 50% equity interest in Taj Associates to Trump AC (on behalf,  
and at the direction, of THCR Holdings); and the refinancing of substantially   
all of the outstanding indebtedness of Taj Associates and Plaza Associates.     

The consummation of the Stock Offering is conditioned upon the consummation 
of each transaction contemplated by the Merger Transaction, including the       
Senior Note Consent Solicitation (as defined), the Plaza Note Consent           
Solicitation (as defined), the Plaza Note Purchase (as defined) and the         
Mortgage Note Offering.                                                         

RISK FACTORS

 Prospective investors should carefully evaluate the matters set forth herein,
including those under the heading "Risk Factors." Factors to be considered      
include:                                                                        

. the high leverage and fixed charges of the Company                        
. the Company's holding company structure and the likelihood that dividends 
will not be paid for the foreseeable future                             
. the risk in refinancing and repayment of indebtedness, and the need for   
additional financing                                                    
. the restrictions on certain activities imposed by certain debt            
instruments                                                             
. the historical results of Trump Plaza and the Taj Mahal, including past   
net losses                                                              
. conflicts of interest                                                     
. control by and the involvement of Trump                                   
. risks associated with the Trump Plaza Expansion and the Taj Mahal         
Expansion                                                               
. risks relating to the Indiana Riverboat                                   
. competition in the gaming industry                                        
. reliance on certain key personnel                                         
. the strict regulation by gaming authorities, including the potential      
disqualification of holders of Common Stock                             
. considerations with respect to the acquisition and development of         
additional gaming ventures                                              
. limitations on the Company's license of the "Trump" name                  
. fraudulent transfer considerations                                        
. the shares of Common Stock eligible for future sale                       
. the trading markets and potential volatility of the market price of the   
shares of Common Stock.                                                 

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USE OF PROCEEDS 

The net proceeds to the Company from the Stock Offering, after payment of   
underwriting discounts of the Stock Offering, are estimated to be $369.4        
million ($424.8 million if the Underwriters' over-allotment option is exercised 
in full). The proceeds from the Stock Offering, together with the proceeds from 
the Mortgage Note Offering, will be used as set forth below to:                 

 (i) pay cash to those holders of Class A Common Stock, par value $.01 per
share, of Taj Holding (the "Taj Holding Class A Common Stock") electing to  
receive cash in the Merger;                                                 

(ii) redeem the outstanding 11.35% Mortgage Bonds, Series A, due 1999   
(the "Taj Bonds") of Trump Taj Mahal Funding, Inc.'s ("Taj Funding") (the   
"Taj Bond Redemption"), at a redemption price equal to 100% of the          
principal amount thereof, plus accrued interest to the date of redemption;  

(iii) redeem the outstanding shares of the Class B Common Stock, par    
value $.01 per share, of Taj Holding (the "Taj Holding Class B Common       
Stock"), as required in connection with the Taj Bond Redemption at the      
redemption price of $.50 per share;                                         

(iv) retire the outstanding 10 7/8% Mortgage Notes due 2001 (the "Plaza 
Notes") of Trump Plaza Funding, Inc. ("Plaza Funding"), (the "Plaza Note    
Purchase");                                                                 

(v) satisfy the indebtedness of Taj Associates under a loan agreement   
with National Westminster Bank USA ("NatWest") (the "NatWest Loan");        

(vi) purchase certain real property used in the operation of the Taj    
Mahal that is currently leased from a corporation wholly owned by Trump and 
satisfy certain related indebtedness owed to First Fidelity Bank, National  
Association (now known as First Union National Bank) ("First Fidelity")     
(the "First Fidelity Loan");                                                

(vii) purchase Trump Plaza East pursuant to the purchase option (the    
"Trump Plaza East Purchase Option") held by Trump Plaza Associates ("Plaza  
Associates"), the owner and operator of Trump Plaza;                        

(viii) pay Bankers Trust Company ("Bankers Trust") $10 million to obtain
releases of liens and guarantees that Bankers Trust has in connection with  
certain outstanding indebtedness owed by Trump to Bankers Trust (the "Trump 
Indebtedness"); and                                                         

(ix) pay related fees and expenses and provide for working capital and  
other general corporate purposes.                                           

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The following table sets forth the anticipated sources and uses of funds for
the Merger Transaction (assuming an April 15, 1996 consummation):               

(DOLLARS IN MILLIONS) 

ANTICIPATED SOURCES OF FUNDS                                                    

                                                                [Download Table]

CASH SOURCES                                                 
                                                             
Stock Offering....................                   $  390.6
Mortgage Note Offering............                    1,200.0
                                                     --------
 Total Cash Sources...............                    1,590.6
                                                     --------

NON-CASH SOURCES                                             
                                                             
Common Stock Equivalents to be issued to Trump(b)..      40.5
Common Stock to be issued to                                 
 Holders of Taj Holding Class A                              
 Common Stock.....................                        9.0
Common Stock to be issued to First                           
 Fidelity.........................                       15.6
                                                     --------
 Total Non-Cash Sources...........                       65.1
                                                     --------
TOTAL SOURCES.....................                   $1,655.7
                                                     ========

ANTICIPATED USES OF FUNDS                                                       

                                                                [Download Table]

CASH USES                                  
                                           
Redeem Taj Bonds(a)..............  $  794.4
Retire Plaza Notes...............     370.0
Satisfy NatWest Loan.............      36.5
Exercise Trump Plaza East                  
 Purchase Option.................      28.0
Financing Fees and Expenses......      57.3
Payment to First Fidelity........      50.0
Payment to Bankers Trust.........      10.0
Acquisition of Taj Holding Class           
 A Common Stock..................      31.5
Redeem Taj Holding Class B Common          
 Stock...........................       0.4
Transaction Fees and Expenses....      30.0
Working Capital/General Corporate          
 Purposes........................     182.5
                                   --------
 Total Cash Uses.................   1,590.6
                                   --------
NON-CASH USES                              
Acquisition of Trump's direct and          
 indirect equity interests in Taj          
 Associates......................      40.5
Common Stock issued to Holders of          
 Taj Holding Class A Common                
 Stock...........................       9.0
Common Stock issued to First               
 Fidelity........................      15.6
                                   --------
 Total Non-Cash Uses.............      65.1
                                   --------
TOTAL USES.......................  $1,655.7
                                   ========

-------------------                                                             
(a) Includes the Additional Amount (as defined) through April 15, 1996. See     
   "Management's Discussion and Analysis of Financial Condition and Results of
Operations."                                                            
(b) Represents the value of the shares of Common Stock into which the limited   
partnership interests in THCR Holdings to be issued to Trump and TTMI, a
corporation wholly owned by Trump, in connection with the Merger        
Transaction will be convertible.                                        

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SUMMARY FINANCIAL INFORMATION 

SUMMARY FINANCIAL INFORMATION OF THE COMPANY                                    

The following tables set forth (a) certain historical consolidated financial
information of Trump AC (formerly Trump Plaza Holding Associates) and Plaza     
Associates (predecessors of the Company) for each of the years ended December   
31, 1991 through 1994 and for the period January 1, 1995 through June 12, 1995  
and certain historical consolidated financial information of the Company for    
the period from inception (June 12, 1995) to December 31, 1995 (see Note 1      
below) and (b) unaudited pro forma financial information of the Company. The    
unaudited pro forma information gives effect to the Merger Transaction. The     
historical financial information of Trump AC and Plaza Associates as of         
December 31, 1994 and June 12, 1995 and for the years ended December 31, 1993,  
1994 and for the period January 1, 1995 through June 12, 1995 as set forth      
below has been derived from the audited consolidated financial statements of    
Trump AC and Plaza Associates included elsewhere in this Prospectus. The        
historical financial information of Trump AC and Plaza Associates as of         
December 31, 1991, 1992 and 1993 and for the years ended December 31, 1991 and  
1992 as set forth below was derived from the audited consolidated financial     
statements of Trump AC and Plaza Associates not included in this Prospectus.    
The historical financial information of the Company as of December 31, 1995 and 
for the period from inception (June 12, 1995) through December 31, 1995 as set  
forth below has been derived from the audited consolidated financial statements 
of the Company included elsewhere in this Prospectus.                           

The pro forma Statement of Operations Data and Other Data give effect to the
Merger Transaction as if it had occurred on January 1, 1995 and the pro forma   
Balance Sheet Data gives effect to the same as if it had occurred on December   
31, 1995. The pro forma financial information should not be considered          
indicative of actual results that would have been achieved had the transactions 
occurred on the date or for the period indicated and does not purport to        
indicate results of operations as of any future date or for any future period.  
All financial information should be read in conjunction with "Management's      
Discussion and Analysis of Financial Condition and Results of Operations,"      
"Unaudited Pro Forma Financial Information" and the consolidated and condensed  
financial statements and the related notes thereto included elsewhere in this   
Prospectus.                                                                     

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                                                        [Enlarge/Download Table]

                                   TRUMP AC AND PLAZA ASSOCIATES                  THE COMPANY  
                         ------------------------------------------------------ ---------------
                                                                      FROM      FROM INCEPTION 
                              YEARS ENDED DECEMBER 31,           JANUARY 1 1995 (JUNE 12, 1995)
                         --------------------------------------     THROUGH     TO DECEMBER 31,
                           1991      1992      1993      1994    JUNE 12, 1995   1995 (NOTE 1) 
                         --------  --------  --------  --------  -------------- ---------------
                                       (DOLLARS IN THOUSANDS)                                  
                                                                                               
STATEMENT OF OPERATIONS                                                                        
 DATA:                                                                                         
 Net revenues........... $279,684  $313,318  $300,491  $295,063     $137,848        $195,473   
 Depreciation and amor-                                                                        
  tization..............   16,193    15,842    17,554    15,653        6,999           9,219   
 Income from opera-                                                                            
  tions.................   16,087    35,003    49,640    43,415       21,818          33,446   
 Interest expense, net..   33,363    31,356    39,889    48,219       22,113          31,273   
 Extraordinary gain                                                                            
  (loss) (a)............      --    (38,205)    4,120       --        (9,250)            --    
 Net income (loss) (b)..  (29,230)  (35,787)    9,338    (8,870)     (11,033)         (1,921)  
OTHER DATA:                                                                                    
 EBITDA (c)............. $ 44,000  $ 60,399  $ 68,241  $ 60,524     $ 29,011       $  42,942   
 Capital expenditures                                                                          
  (d)...................    5,509     8,643    10,052    20,489        7,364         115,430   
 Ratio of earnings to                                                                          
  fixed charges (defi-                                                                         
  ciency) (e)...........  (32,094)      1.1x      1.1x   (9,735)      (1,944)         (2,010)  
 Cash flows provided by                                                                        
  (used in)                                                                                    
 Operating activities...    9,514  $ 26,191  $ 21,820    19,950     $ 22,758       $  (9,219)  
 Investing activities...   (6,175)  (10,469)  (12,679)  (21,691)      (7,364)       (190,973)  
 Financing activities...   (2,870)   (7,367)  (13,550)   (1,508)       1,587         191,214   
BALANCE SHEET DATA (AT                                                                         
 END OF PERIODS):                                                                              
 Total assets........... $378,398  $370,349  $374,498  $375,643     $394,085       $ 584,545   
 Total long-term debt,                                                                         
  net of current                                                                               
  maturities (f)........   33,326   249,723   395,948   403,214      331,142         494,471   
 Total capital (defi-                                                                          
  cit)..................   54,043    11,362   (54,710)  (63,580)     (74,613)         50,591   

                                                        [Enlarge/Download Table]

                                        YEARS ENDED DECEMBER 31,                         
                         --------------------------------------------------------------- 
                            1991         1992         1993         1994          1995    
                         ----------   ----------   ----------   ----------    ---------- 
                                         (DOLLARS IN THOUSANDS)                          
                                                                                         
OPERATING DATA (AT END                                                                   
 OF                                                                                      
 PERIOD): (g)                                                                            
 Casino square footage..     60,000       60,000       60,000       73,000(h)     73,604 
 Number of hotel rooms..        557          557          557          555           732 
 Hotel occupancy rate...       87.1%        86.9%        87.6%        88.6%         89.7%
TABLE GAMES:                                                                             
 Total Atlantic City                                                                     
  table drop (i)........ $7,219,192   $7,055,034   $6,835,572   $6,832,517    $7,110,612 
 Atlantic City table                                                                     
  drop growth...........       (8.7)%       (2.3)%       (3.1)%        0.0%          4.1%
 Trump Plaza table drop                                                                  
  (i)................... $  646,480   $  689,919   $  626,621   $  599,881    $  626,832 
 Trump Plaza table games                                                                 
  market share (j)......        9.0%         9.8%         9.2%         8.8%          8.8%
 Trump Plaza table games                                                                 
  fair share (k)........        8.5%         8.2%         7.8%         8.0%          8.6%
 Trump Plaza table games                                                                 
  efficiency (l)........      105.1%       118.8%       118.0%       110.6%        102.5%
 Trump Plaza table                                                                       
  units.................        112           98           87           89            97 
 Trump Plaza table                                                                       
  revenue............... $   98,905   $   95,864   $   93,392   $   92,770    $   96,518 
 Trump Plaza table                                                                       
  revenue per unit per                                                                   
  day (actual dollars).. $    2,419   $    2,679   $    2,940   $    2,855    $    2,726 
SLOTS:                                                                                   
 Total Atlantic City                                                                     
  slot revenue (m)...... $1,851,070   $2,113,829   $2,214,638   $2,297,280    $2,572,719 
 Atlantic City slot                                                                      
  revenue growth........        7.4%        14.2%         4.8%         3.7%         12.0%
 Trump Plaza slot                                                                        
  revenue (m)........... $  136,128   $  168,388   $  173,215   $  170,316    $  204,230 
 Trump Plaza slot market                                                                 
  share (j).............        7.4%         8.0%         7.8%         7.4%          7.9%
 Trump Plaza slot fair                                                                   
  share (k).............        7.8%         7.8%         7.6%         8.0%          8.2%
 Trump Plaza slot                                                                        
  efficiency (l)........       94.5%       102.6%       103.1%        92.5%         96.7%
 Trump Plaza slot                                                                        
  units.................      1,659        1,727        1,812        2,076         2,339 
 Trump Plaza slot                                                                        
  revenue per unit per                                                                   
  day (actual                                                                            
  dollars) (m).......... $      225   $      267   $      262   $      225    $      239 

                                               (footnotes on the following page)

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                                                                [Download Table]

                                                           THE COMPANY         
                                                          PRO FORMA (n)        
                                                   ----------------------------
                                                   YEAR ENDED DECEMBER 31, 1995
                                                             (NOTE 1)          
                                                   ----------------------------
                                                      (DOLLARS IN THOUSANDS)   
STATEMENT OF OPERATIONS DATA:                              (UNAUDITED)         
                                                                               
 Net revenues.....................................          $  887,069         
 Depreciation and amortization....................              64,752         
 Income from operations...........................             149,681         
 Interest expense, net (o) (excludes amortization                              
  of deferred financing costs)....................             153,097         
 Net Loss ........................................             (10,554)        
 Net Loss per common share (p)....................              ($0.45)        
OTHER DATA:                                                                    
 EBITDA (c)(o)....................................          $  217,994         
 Ratio of earnings to fixed charges (deficiency)                               
  (e).............................................             (13,943)        
CASH FLOWS PROVIDED BY (USED IN)(q):                                           
 Operating activities.............................              86,594         
 Investing activities.............................            (230,908)        
 Financing activities.............................             191,772         
BALANCE SHEET DATA (AT END OF PERIOD):                                         
 Total assets.....................................          $1,863,429         
 Total long-term debt, net of current maturities..           1,368,128         
 Total capital....................................             374,975         

Note 1: The Company was incorporated on March 28, 1995 and conducted no     
operations until June 12, 1995, when the Company issued $140 million of Common  
Stock (the "June 1995 Stock Offering" and together with the offering by THCR    
Holdings and THCR Funding (as defined) of $155 million aggregate principal      
amount of Senior Secured Notes due 2005 (the "Senior Notes") (the "June 1995    
Note Offering") (the "June 1995 Offerings")) and contributed the proceeds from  
the June 1995 Stock Offering to THCR Holdings in exchange for an approximately  
60% general partnership interest in THCR Holdings. At the consummation of the   
June 1995 Stock Offering, pursuant to the Contribution Agreement, dated as of   
June 12, 1995, between Trump and THCR Holdings (the "Contribution Agreement"),  
Trump contributed his 100% beneficial interest in Plaza Funding, Trump AC and   
Plaza Associates to THCR Holdings, among other things, for an approximate 40%   
limited partnership interest in THCR Holdings. The financial data as of         
December 31, 1995 and for the period ended December 31, 1995 reflect the        
operations of the Company from inception (June 12, 1995) to December 31, 1995.  
--------                                                                        
(a) The extraordinary loss for the year ended December 31, 1992 consists of the 
 effect of stating Plaza Funding's Preferred Stock issued at fair value as
compared to the carrying value of these securities and the write off of 
certain deferred financing charges and costs. The excess of the carrying
   value of a note obligation over the amount of the settlement payment net of
 related prepaid expenses in the amount of $4,120,000 has been reported as
an extraordinary gain for the year ended December 31, 1993. The         
extraordinary loss of $9,250,000 for the period from January 1, 1995    
  through June 12, 1995 relates to the redemption of the 12 1/2% Pay-in-Kind
Notes due 2003 of Trump AC (the "PIK Notes") and related warrants to    
acquire PIK Notes (the "PIK Note Warrants") and the write off of related
unamortized deferred financing costs.                                   
(b) Net loss for the year ended December 31, 1991, includes a $10.9 million     
charge associated with the rejection of the lease of the former Trump   
   Regency Hotel and $4.0 million of costs associated with certain litigation.
 Net income (loss) for 1992 includes $1.5 million of costs associated with
certain litigation. Net income (loss) for the years ended December 31,  
 1993, 1994, for the period from January 1, 1995 through June 12, 1995 and
for the period from inception (June 12, 1995) to December 31, 1995,     
includes $3.9, $4.9, $1.6 and $2.1 million, respectively, of real estate
taxes and leasing costs associated with Trump Plaza East.               
(c) EBITDA represents income from operations before interest expense, taxes,    
depreciation, amortization, restructuring costs, non-cash compensation  
charges associated with awards to the President of the Company under the
   1995 Stock Incentive Plan, and the non-cash write-down of New Jersey Casino
  Reinvestment Development Authority ("CRDA") investments. EBITDA should not
be construed as an alternative to net income or any other measure of    
performance determined in accordance with generally accepted accounting 
principles or as an indicator of the Company's operating performance,   
liquidity or cash flows generated by operating, investing and financing 
activities. Management has included information concerning EBITDA as    
  management understands that it is used by certain investors as one measure
of the Company's historical ability to service its debt.                
(d) Capital expenditures attributable to Trump Plaza East were approximately    
 $2.8 million, $8.7 million, $4.9 million, and $20.0 million for the years
  ended December 31, 1993 and 1994 for the period January 1 through June 12,
1995 and for the period June 12, 1995 through December 31, 1995. Capital
expenditures attributable to Trump World's Fair were approximately $73.7
million for the period June 12, 1995 through December 31, 1995. Capital 
expenditures for improvements to existing facilities were $7.3 million, 
   $11.8 million and $11.2 million for the years ended December 31, 1993, 1994
and 1995.                                                               
(e) For purposes of computing this ratio, earnings consist of loss before       
income taxes, extraordinary items, minority interest and fixed charges, 
   adjusted to exclude capitalized interest. Fixed charges consist of interest
  expense, including amounts capitalized, preferred partnership distribution
requirements and the portion of operating lease rental expense that is  
  representative of the interest factor (deemed to be one-third of operating
lease rental expense). Earnings were insufficient to cover fixed charges
   for the years ended 1991, 1994, for the period January 1, 1995 through June
 12, 1995, for the period June 12, 1995 through December 31, 1995 and on a
pro forma basis for the year ended December 31, 1995.                   

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(f) Reflects reclassification in 1991 of indebtedness relating to outstanding   
mortgage bonds as a current liability due to then existing events of    
default.                                                                
(g) Atlantic City industry data has been compiled from information filed with   
and published by the CCC (as defined) and is unaudited.                 
(h) The expansion of 13,000 square feet was commenced in April 1994 and         
completed at the end of that year.                                      
(i) Table drop represents the total dollar value of chips purchased for table   
games for the period indicated.                                         
(j) Market share represents the total Trump Plaza table drop or slot revenues,  
  as applicable, expressed as a percentage of total Atlantic City table drop
or slot revenue, as applicable.                                         
(k) Fair share is the percentage of the total number of gaming units (table     
 games or slot machines, as applicable) in Trump Plaza to the total number
of such units in casino hotels in Atlantic City.                        
(l) Efficiency is the ratio of Trump Plaza's market share to its fair share.    
(m) Slot revenue is shown on the cash basis and excludes amounts reserved for   
progressive jackpot accruals.                                           
(n) The Pro Forma Statement of Operations Data and Other Data give effect to    
 the Merger Transaction as if the same had occurred on January 1, 1995 and
  the Pro Forma Balance Sheet Data gives effect to the Merger Transaction as
if the same had occurred on December 31, 1995.                          
(o) Does not give effect to any return on investment of the net proceeds of the 
June 1995 Offerings.                                                    
(p) Pro forma loss per share is based upon weighted average shares outstanding  
as of December 31, 1995, shares and phantom stock units awarded to the  
President of the Company pursuant to the 1995 Stock Incentive Plan and  
shares to be issued in the Company Stock Offering. The shares of the    
 Company Class B Common Stock owned by Trump have no economic interest and
therefore, are not considered.                                          
(q) Pro forma cash flows give effect to the June 1995 Offerings.                

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SUMMARY FINANCIAL INFORMATION OF TAJ ASSOCIATES                                 

The following table sets forth certain historical consolidated financial    
information of Taj Associates for each of the five years ended December 31,     
1991 through 1995. The financial information of Taj Associates as of December   
31, 1991, 1992, 1993, 1994 and 1995 and for the years then ended set forth      
below has been derived from the audited consolidated financial statements of    
Taj Associates. The audited financial information as of December 31, 1994 and   
1995 and for the years ended December 31, 1993, 1994 and 1995 are included      
elsewhere in this Prospectus. The audited financial information as of December  
31, 1991, 1992 and 1993 and for the years ended December 31, 1991 and 1992 has  
been derived from the audited consolidated financial statements of Taj          
Associates not included herein. This information should be read in conjunction  
with "Management's Discussion and Analysis of Financial Conditions and Results  
of Operations--Taj Associates," "Unaudited Pro Forma Financial Information" and 
the consolidated financial statements and the related notes thereto included    
elsewhere in this Prospectus.                                                   

                                                        [Enlarge/Download Table]

                                         YEAR ENDED DECEMBER 31,                        
                          ------------------------------------------------------------- 
                           1991(a)        1992         1993         1994        1995    
                          ----------   ----------   ----------   ----------  ---------- 
                                          (DOLLARS IN THOUSANDS)                        
                                                                                        
STATEMENTS OF OPERATIONS                                                                
 DATA:                                                                                  
 Net Revenues...........  $  438,313   $  469,753   $  498,911   $  517,182  $  553,748 
 Depreciation and                                                                       
  amortization..........      36,202       36,388       36,858       39,750      43,387 
 Income from                                                                            
  operations............      31,828       68,027       84,458       76,634      89,890 
 Interest expense, net..    (100,683)    (103,126)    (106,997)    (113,292)   (116,513)
 Extraordinary gain.....     259,618            0            0            0           0 
 Net income (loss)......     188,513      (35,099)     (22,539)     (36,658)    (26,623)
OTHER DATA:                                                                             
 EBITDA(b)..............  $   99,883   $  111,022   $  128,371   $  127,796  $  140,835 
 Capital expenditures...      17,045       12,111       16,752       23,030      26,498 
 Ratio of earnings to                                                                   
  fixed charges                                                                         
  (deficiency)(c).......     (71,105)     (35,099)     (22,539)     (36,658)    (26,623)
 Cash flows provided by                                                                 
  (used in)                                                                             
  Operating Activities..      35,126       31,786       48,634       33,422      62,899 
 Investing Activities...     (18,901)     (17,759)     (22,160)     (27,231)    (32,571)
 Financing Activities...     (16,170)      (2,500)      (2,492)      (3,039)     (2,583)
BALANCE SHEET DATA (AT                                                                  
 END OF PERIOD):                                                                        
 Total assets...........  $  814,051   $  802,556   $  811,508   $  807,612  $  821,793 
 Total long-term debt,                                                                  
  net of current                                                                        
  maturities(d).........     573,844      595,682      625,765      656,701     694,192 
 Total capital..........     167,837      130,913      106,641       67,812      39,635 
OPERATING DATA (AT END                                                                  
 OF PERIOD)(E):                                                                         
 Casino square footage..     120,000      120,000      130,110      132,317     132,856 
 Number of hotel rooms..       1,250        1,250        1,250        1,250       1,250 
 Hotel occupancy rate...        87.3 %       91.3 %       92.3 %       92.4%       91.2%
TABLE GAMES:                                                                            
 Total Atlantic City                                                                    
  table drop(f).........  $7,219,192   $7,055,034   $6,835,572   $6,832,517  $7,110,612 
 Atlantic City table                                                                    
  drop growth...........        (8.7)%       (2.3)%       (3.1)%        0.0%        4.1%
 Taj Mahal table                                                                        
  drop(f)...............  $1,160,714   $1,067,595   $1,062,042   $1,125,029  $1,192,200 
 Taj Mahal table games                                                                  
  market share(g).......        16.1 %       15.1 %       15.5 %       16.5%       16.8%
 Taj Mahal table games                                                                  
  fair share(h).........        12.7 %       13.3 %       14.5 %       14.2%       13.3%
 Taj Mahal table games                                                                  
  efficiency(i).........       126.8 %      113.5 %      106.9 %      116.2%      126.3%
 Taj Mahal table units..         166          159          163          159         150 
 Taj Mahal table                                                                        
  revenue...............  $  186,644   $  169,112   $  173,432   $  184,774  $  201,817 
 Taj Mahal table revenue                                                                
  per unit per day                                                                      
  (actual dollars)......       3,080        2,913        2,915        3,184       3,686 

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                                        YEAR ENDED DECEMBER 31,                     
                         ---------------------------------------------------------- 
                          1991(a)       1992        1993        1994        1995    
                         ----------  ----------  ----------  ----------  ---------- 
                                         (DOLLARS IN THOUSANDS)                     
                                                                                    
SLOTS:                                                                              
 Total Atlantic City                                                                
  slot revenue(j)....... $1,851,070  $2,113,829  $2,214,638  $2,297,280  $2,572,719 
 Atlantic City slot rev-                                                            
  enue growth...........        7.4%       14.2%        4.8%        3.7%       12.0%
 Taj Mahal slot                                                                     
  revenue(j)............ $  197,383  $  246,947  $  264,504  $  259,114  $  285,248 
 Taj Mahal slot market                                                              
  share(g)..............       10.7%       11.7%       11.9%       11.3%       11.1%
 Taj Mahal slot fair                                                                
  share(h)..............       13.0%       12.7%       13.1%       12.6%       12.3%
 Taj Mahal slot                                                                     
  efficiency(i).........       82.3%       92.1%       90.8%       89.7%       90.2%
 Taj Mahal slot units...      2,778       2,840       3,146       3,342       3,514 
 Taj Mahal slot revenue                                                             
  per unit per day (ac-                                                             
  tual dollars)(j)...... $      195  $      238  $      230  $      213  $      222 

--------------------                                                            
(a) Taj Associates and Taj Funding completed the 1991 Taj Restructuring (as     
defined) on October 4, 1991, which may affect the comparability of prior
periods.                                                                
(b) EBITDA represents income from operations before depreciation, amortization, 
restructuring costs, the non-cash write-down of CRDA investments, a     
   nonrecurring cost of a litigation settlement in 1994, lease payments on the
Specified Parcels and payments under the Taj Services Agreement. In     
connection with the Merger Transaction, the lease payments and payments 
under the Taj Services Agreement (as defined) will be terminated. EBITDA
should not be construed as an alternative to net income or any other    
measure of performance determined in accordance with generally accepted 
accounting principles or as an indicator of Taj Associates' operating   
  performance, liquidity or cash flows generated by operating, investing and
financing activities. Management has included information concerning    
 EBITDA, as management understands that it is used by certain investors as
one measure of Taj Associates' historical ability to service its debt.  
(c) For purposes of computing this ratio, earnings consist of loss before       
   income taxes and extraordinary items and fixed charges, adjusted to exclude
  capitalized interest. Fixed charges consist of interest expense, including
  amounts capitalized, partnership distribution requirements and the portion
of operating lease rental expense that is representative of the interest
factor (deemed to be one-third of operating lease rental expense).      
(d) The years ended December 31, 1991, 1992, 1993, 1994 and 1995 include        
approximately $528,124, $550,140, $580,464, $611,533 and $649,139 of Taj
Bonds, net of discount of approximately $201,334, $188,162, $172,417,   
  $153,597 and $131,103, respectively, which is being accreted as additional
 interest expense to maturity and results in an effective interest rate of
approximately 18.0%. See Note 2 of Notes to Consolidated Financial      
Statements of Taj Associates. The carrying value of the Taj Bonds was   
  $611,533 and $649,139, at December 31, 1994 and 1995, respectively, with a
face value of $765,130 and $780,242, respectively.                      
(e) Atlantic City industry data has been compiled from information filed with   
and published by the CCC and is unaudited.                              
(f) Table drop represents the total dollar value of chips purchased for table   
games for the period indicated.                                         
(g) Market share represents the total Taj Mahal table drop or slot revenues, as 
  applicable, expressed as a percentage of total Atlantic City table drop or
slot revenues, as applicable.                                           
(h) Fair share is the percentage of the total number of gaming units (table     
   games or slot machines, as applicable) in the Taj Mahal to the total number
of such units in casinos in Atlantic City.                              
(i) Efficiency is the ratio of the Taj Mahal's market share to its fair share.  
(j) Slot revenue is shown on the cash basis and excludes amounts reserved for   
progressive jackpot accruals.                                           

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THE MERGER TRANSACTION

 Upon consummation of the Merger Transaction, the Company will own and operate
the Taj Mahal and Trump Plaza. Pursuant to the Agreement and Plan of Merger,    
dated as of January 8, 1996, as amended by Amendment to Agreement and Plan of   
Merger, dated as of January 31, 1996, among the Company, Taj Holding and THCR   
Merger Corp. ("Merger Sub") (the "Merger Agreement"), (a) Merger Sub will be    
merged with and into Taj Holding and (b) each outstanding share of Taj Holding  
Class A Common Stock will be converted into the right to receive, at each       
holder's election, either (i) $30.00 in cash ("Cash Consideration") or (ii)     
that number of shares of the Company's Common Stock as is determined by         
dividing $30.00 by the Market Value ("Stock Consideration"). Market Value is    
defined as the average of the high and low per share sales prices on the NYSE   
of a share of Common Stock on a random selection of ten trading days within the 
fifteen trading day period ending five trading days immediately preceding the   
effective time of the Merger (the "Effective Time") ($28.8125 assuming an April 
17, 1996 Effective Time). In addition to the Merger, the Stock Offering and the 
Mortgage Note Offering, the Merger Transaction includes the transactions        
discussed below.                                                                

 Real Property Purchases. Upon consummation of the Merger Transaction,Trump AC
intends to purchase from Trump Taj Mahal Realty Corp. ("Realty Corp."), a       
corporation wholly owned by Trump, certain real property used in the operation  
of the Taj Mahal, including land underlying a 20,000 square foot-multi-purpose  
entertainment complex known as the Xanadu Theater with a seating capacity for   
approximately 1,200 people, which can be used as a theater, concert hall,       
boxing arena or exhibition hall (the "Taj Entertainment Complex"), land         
adjacent to the Taj Mahal used by it for surface parking and bus terminals, the 
pier located across The Boardwalk from the Taj Mahal (the "Steel Pier"), and a  
warehouse complex (collectively, the "Specified Parcels"). The Specified        
Parcels are currently leased by Taj Associates from Realty Corp. for            
approximately $3.3 million per year. See "Business--Certain Indebtedness--Taj   
Associates--First Fidelity Loan/Specified Parcels." Realty Corp. has            
outstanding indebtedness of approximately $78 million under the First Fidelity  
Loan which is due November 15, 1999. The First Fidelity Loan is currently       
secured by a mortgage on the Specified Parcels, and Taj Associates has          
previously guaranteed the repayment of the First Fidelity Loan up to a maximum  
of $30 million. Trump has also previously personally guaranteed (up to a        
maximum of approximately $19.2 million), and pledged his direct and indirect    
equity interests in Taj Associates as collateral for, the First Fidelity Loan.  
As mortgagee, First Fidelity has the right to terminate the lease on the        
Specified Parcels under certain circumstances. See "Business--Certain           
Indebtedness--Taj Associates--First Fidelity Loan/Specified Parcels."           

In order to secure future use of the Specified Parcels and eliminate all    
future lease payments on the Specified Parcels, Taj Associates expects to       
satisfy the First Fidelity Loan through the payment of $50 million in cash and  
500,000 shares of Common Stock and purchase the Specified Parcels from Realty   
Corp. for ten dollars by exercising a purchase option with respect to the       
Specified Parcels. Upon consummation of the purchase of the Specified Parcels,  
(i) the lease relating to the Specified Parcels will be terminated, thus        
eliminating Taj Associates' rental obligations thereunder; (ii) the $30 million 
guaranty by Taj Associates of the First Fidelity Loan will be released; and     
(iii) Trump's guaranty of such indebtedness will be released and First Fidelity 
will relinquish its lien on Trump's direct and indirect equity interests in Taj 
Associates. The Specified Parcels will be part of the collateral securing the   
Mortgage Notes. See "Business--Certain Indebtedness--Taj Associates--First      
Fidelity Loan/Specified Parcels."                                               

Pursuant to the Trump Plaza East Purchase Option, Plaza Associates has the  
right to purchase Trump Plaza East for a purchase price of $28.0 million        
through December 31, 1996, increasing by $1.0 million annually thereafter until 
expiration on June 30, 1998. Plaza Associates intends to exercise the Trump     
Plaza East Purchase Option in connection with the Merger Transaction and        
purchase Trump Plaza East, thereby eliminating approximately $3.1 million of    
annual lease payments associated with Trump Plaza East. Plaza Associates will   
thereby secure future use of Trump Plaza East. Should Plaza Associates be       
unable to finance the purchase price of Trump Plaza East pursuant to the Trump  
Plaza East Purchase Option and its leasehold interest therein is terminated,    
any amounts expended with respect to Trump Plaza East and any improvements      
thereon would inure to the benefit of the unaffiliated third party that owns    
Trump Plaza East and not to Plaza Associates. As a result of such purchase,     
Trump will obtain a release of a contingent debt obligation, which, if the      
conditions thereunder are not satisfied (including, without limitation, the     
failure by Plaza Associates to exercise the Trump Plaza East Purchase Option),  

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would result in an obligation of Trump for approximately $18 million which      
obligation was associated with Trump's original purchase of Trump Plaza East.   
See "Business--Properties--Trump Plaza--Trump Plaza East."                      

Consent and Release Payment. The Trump Indebtedness is currently secured by,
among other things, a lien on Trump's direct and indirect equity interests in   
Taj Associates, as well as the pledge of a promissory note from TTMI, a         
corporation wholly owned by Trump and the holder of a 49.995% general           
partnership interest in Taj Associates, to Trump (the "TTMI Note"). As part of  
the Merger Transaction, Taj Associates will pay $10 million to Bankers Trust to 
obtain the consent of Bankers Trust to the Merger Transaction and to obtain     
releases of certain liens on Trump's direct and indirect equity interests in    
Taj Associates and related guarantees, and on the TTMI Note, all of which       
secure a portion of the Trump Indebtedness. See "Business--Certain              
Indebtedness--Taj Associates--TTMI Note."                                       

Plaza Note Purchase; Consent Solicitations. As part of the Merger           
Transaction, Plaza Funding will retire the Plaza Notes. Any such purchase of    
Plaza Notes will be conditioned upon, among other things, the concurrent        
consummation of the other transactions contemplated by the Merger Transaction.  
Plaza Associates and Plaza Funding solicited the consent of holders of the      
Plaza Notes (the "Plaza Note Consent Solicitation") to amend certain provisions 
in the indenture pursuant to which the Plaza Notes were issued (the "Plaza Note 
Indenture"). The requisite number of consents has been obtained.                

To effect the Merger Transaction, THCR Holdings and its subsidiary Trump    
Hotels & Casino Resorts Funding, Inc. ("THCR Funding"), the issuers of the      
Senior Notes, solicited from the holders of the Senior Notes the waiver of, and 
consent to modify, certain provisions of the indenture pursuant to which the    
Senior Notes were issued (the "Senior Note Indenture") (the "Senior Note        
Consent Solicitation"). Consent of holders of a majority in aggregate principal 
amount of outstanding Senior Notes was received in connection with the Senior   
Note Consent Solicitation.                                                      

 The successful completion of both the Plaza Note Consent Solicitation and the
Senior Note Consent Solicitation are conditions to the consummation of the      
Stock Offering.                                                                 

Trump Contribution and Consideration. In connection with the Merger         
Transaction, Trump will contribute or cause to be contributed all of his direct 
and indirect equity interests in Taj Associates (representing a 50% economic    
interest) to Trump AC (on behalf, and at the direction, of THCR Holdings).      
Trump will contribute to Trump AC his shares (consisting of 50% of the          
outstanding capital stock) of The Trump Taj Mahal Corporation, the holder of a  
.01% general partnership interest in Taj Associates ("TTMC"), and will cause  
TTMI to contribute to Trump AC (on behalf, and at the direction, of THCR        
Holdings) TTMI's 49.995% general partnership interest in Taj Associates.        

In addition, Trump will contribute to Taj Holding all of his shares of Class
C Common Stock of Taj Holding ("Taj Holding Class C Common Stock") which will   
be canceled pursuant to the Merger Agreement. The Taj Holding Class C Common    
Stock provides Trump with the ability to elect a majority of the members of the 
Board of Directors of, and thereby control, Taj Holding. It also affords Trump  
separate class voting rights in certain events, including in connection with    
the Merger. The Taj Services Agreement, pursuant to which Trump has received    
approximately $1.7 million, $1.4 million and $1.6 million (less $575,000 which  
was paid annually by Trump to First Fidelity to reduce the amount owed by Taj   
Associates under the lease for the Specified Parcels) in respect of the years   
ended 1995, 1994 and 1993, respectively, as compensation for services rendered  
to Taj Associates, will also be terminated in connection with the Merger        
Transaction.                                                                    

In exchange for the contribution by Trump and TTMI to Trump AC (on behalf,  
and at the direction, of THCR Holdings), Trump's directly held limited          
partnership interest in THCR Holdings will be modified and TTMI will receive a  
limited partnership interest in THCR Holdings. As a result of the Merger        
Transaction, Trump's aggregate beneficial ownership of limited partnership      
interests in THCR Holdings will decrease from approximately 40% to              
approximately 26%, of which an approximately 5% interest will be held directly  
by TTMI.                                                                        

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Trump's current limited partnership interest in THCR Holdings represents his
economic interest in the assets and operations of THCR Holdings and is          
convertible, at Trump's option, into 6,666,667 shares of Common Stock           
(representing approximately 40% of the outstanding shares of Common Stock after 
giving effect to such conversion). Upon consummation of the Merger Transaction  
Trump's and TTMI's limited partnership interests in THCR Holdings will be       
convertible into an aggregate of 8,072,307 shares of Common Stock, representing 
approximately 26% of the then outstanding shares of Common Stock (after giving  
effect to the Merger Transaction and such conversion). At the time that TTMI    
becomes a limited partner of THCR Holdings, Trump will contribute 200 shares of 
Class B Common Stock of the Company, par value $.01 per share ("Class B Common  
Stock") to TTMI. The Company's Class B Common Stock has voting power equivalent 
to the voting power of the Common Stock into which a Class B Common             
Stockholder's limited partnership interest in THCR Holdings is convertible. The 
Class B Common Stock is not entitled to dividends or distributions. Upon        
conversion of all or any portion of a holder's THCR Holdings limited            
partnership interest into shares of Common Stock, the corresponding voting      
power of such holders's Class B Common Stock (equal in voting power to the      
number of shares of Common Stock issued upon such conversion) will be           
proportionately diminished.                                                     

Concurrent with the consummation of the Merger Transaction, the Company will
issue to Trump a warrant to purchase an aggregate of 1.8 million shares of      
Common Stock, (i) 600,000 shares of which may be purchased on or prior to the   
third anniversary of the issuance of the warrant at $30.00 per share, (ii)      
600,000 shares of which may be purchased on or prior to the fourth anniversary  
of the issuance of the warrant at $35.00 per share and (iii) 600,000 shares of  
which may be purchased on or prior to the fifth anniversary of the issuance of  
the warrant at $40.00 per share.                                                

Trump, through TTMI, has the right to reduce the equity interest of the Taj 
Holding Class A Common Stock in Taj Associates from 50% to 20% by causing Taj   
Associates to make a payment to the holders of the Taj Bonds in an amount       
calculated to provide them with a cumulative return equal to approximately 14%  
per annum (the "14% Payment"). If the 14% Payment is made (which can occur only 
if the Taj Bonds are retired, redeemed or paid in full), Trump would            
beneficially own 80% of Taj Associates. Moreover, the 14% Payment is permitted  
to be financed with Taj Associates' borrowings. In connection with the Merger   
Transaction, TTMI will not exercise its right to cause Taj Associates to make   
such payment and such right will terminate upon the redemption of the Taj       
Bonds.                                                                          

The Company Contribution and Consideration. In connection with the Merger   
Transaction, the Company will cause TM/GP Corporation ("TM/GP"), which will     
become an indirect wholly owned subsidiary of the Company after the Effective   
Time and which holds a 49.995% general partnership interest in Taj Associates,  
to contribute to Trump AC (on behalf, and at the direction, of THCR Holdings)   
its general partnership interest in Taj Associates, and will cause Taj Holding, 
which will become a direct wholly owned subsidiary of the Company after the     
Effective Time, to contribute to TM/GP and will then cause TM/GP to contribute  
to Trump AC (on behalf, and at the direction, of THCR Holdings) its shares      
(consisting of 50% of the outstanding capital stock) of TTMC (the holder of a   
.01% general partnership in Taj Associates). As a result of the Merger        
Transaction, the Company's beneficial equity interest in THCR Holdings will     
increase from approximately 60% to approximately 74%, of which an approximately 
5% interest will be held directly by TM/GP.                                     

 Redemption of the Taj Bonds and the Taj Holding Class B Common Stock. The Taj
Holding Class B Common Stock is essentially a nonparticipating stock issued as  
part of a unit ("Unit"), consisting of $1,000 principal amount of Taj Bonds and 
one share of Taj Holding Class B Common Stock, that entitles the holders        
thereof to elect the Class B Directors, to vote on matters presented to the     
stockholders of Taj Holding and to separately approve certain matters. The Taj  
Holding Certificate of Incorporation provides that the outstanding shares of    
Taj Holding Class B Common Stock must be redeemed at such time as the principal 
amount of Taj                                                                   

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Bonds are redeemed, defeased or paid, at the redemption price of $.50 per       
share. In connection with the Merger Transaction, Taj Funding will redeem the   
outstanding Taj Bonds at a redemption price equal to 100% of the principal      
amount thereof plus accrued interest to the date of redemption and Taj Holding  
will cause each outstanding share of Taj Holding Class B Common Stock to be     
redeemed at the redemption price of $.50 per share in accordance with the       
provisions of the Taj Holding Certificate of Incorporation.                     

MANAGEMENT AND CORPORATE STRUCTURE

Trump is the Company's Chairman of the Board and Nicholas L. Ribis is the   
Company's President, Chief Executive Officer and Chief Financial Officer. The   
Company is a holding company with no independent operations, the principal      
asset of which is its general partnership interest in THCR Holdings. THCR       
Holdings is also a holding company with no independent operations. THCR         
Holdings' principal assets are its ownership interests in its subsidiary        
corporations and partnerships. The partnership agreement governing THCR         
Holdings provides that all business activities of the Company must be conducted 
through THCR Holdings or its subsidiary corporations and partnerships. As the   
sole general partner of THCR Holdings, the Company generally has the exclusive  
rights, responsibilities and discretion in the management and control of THCR   
Holdings.                                                                       

THCR Holdings' subsidiary corporations and partnerships currently include   
Trump Indiana, Plaza Associates, Plaza Funding, Trump AC (formerly Trump Plaza  
Holding Associates), Trump Plaza Holding, Inc. ("Plaza Holding Inc."), Trump AC 
Funding and Trump Hotels & Casino Resorts Funding, Inc. ("THCR Funding"). THCR  
Funding and THCR Holdings are the co-obligors of the Senior Notes. Plaza        
Associates owns and operates Trump Plaza and is the guarantor of Plaza          
Funding's 10 7/8% First Mortgage Notes due 2001 (the "Plaza Notes"). Plaza      
Funding is the issuer of the Plaza Notes and currently owns a 1% equity         
interest in Plaza Associates which will be transferred to TTMC in connection    
with the Merger Transaction. The Plaza Notes will be retired in connection with 
the Merger Transaction. Trump AC currently owns a 99% equity interest in Plaza  
Associates, and Plaza Holding Inc. owns a 1% equity interest in Trump AC. In    
addition to its ownership of the Indiana Riverboat, Trump Indiana has a 50%     
equity interest in Buffington Harbor Riverboats, LLC ("BHR"), which will own,   
develop and operate all common land-based and waterside operations in support   
of the Indiana Riverboat and another operator's riverboat casino at Buffington  
Harbor.                                                                         

Upon consummation of the Merger Transaction, THCR Holdings will indirectly  
wholly own Taj Associates through its ownership of a 99% equity interest in     
Trump AC and all of the capital stock of Plaza Holding Inc., which owns a 1%    
equity interest in Trump AC. Trump AC will wholly own Taj Associates through    
its ownership of a 99% equity interest in Taj Associates and all of the capital 
stock of TTMC, which will own a 1% equity interest in Taj Associates. Trump AC  
and its subsidiary Trump Atlantic City Funding will be the issuers and co-      
obligors of the Mortgage Notes. Plaza Associates and Taj Associates will be     
guarantors of the Mortgage Notes.                                               

The Company, a Delaware corporation, was incorporated on March 28, 1995. The
principal executive offices of the Company are located at Mississippi Avenue    
and The Boardwalk, Atlantic City, New Jersey 08401, and the Company's telephone 
number is (609) 441-6060.                                                       

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  PRO FORMA STRUCTURE OF THE COMPANY

[CHART APPEARS HERE]  

(1) Trump's and TTMI's economic interest in the Company will be held through    
limited partnership interests in THCR Holdings. The Class B Common Stock
will represent Trump's and TTMI's non-economic voting interest in the   
  Company, which will be proportionate to their respective economic interest
in THCR Holdings.                                                       
(2) Assumes a price of $24.00 per share of Common Stock as the Market Value in  
connection with the Merger and as the public offering price in the Stock
Offering.                                                               
(3) Co-issuers of the Mortgage Notes.                                           
(4) Guarantors of the Mortgage Notes.                                           

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RISK FACTORS  

Each prospective investor should consider carefully all information         
contained in this Prospectus and should give particular consideration to the    
following factors before deciding to purchase shares of Common Stock offered    
hereby.                                                                         

HIGH LEVERAGE AND FIXED CHARGES                                                 

Upon consummation of the Merger Transaction, the Company and its            
subsidiaries will have a substantial amount of indebtedness on a consolidated   
basis. At December 31, 1995, after giving pro forma effect to the Merger        
Transaction, the Company's consolidated indebtedness for borrowed money would   
have totaled approximately $1.37 billion, including $155 million aggregate      
principal amount of Senior Notes and $1.20 billion aggregate principal amount   
of Mortgage Notes (collectively, the "Notes"). See "Use of Proceeds" and        
"Business--Certain Indebtedness." Assuming that the Merger Transaction had      
been consummated on January 1, 1995, the Company's earnings would have been     
insufficient to cover fixed charges by $13.9 million on a pro forma basis for   
the year ended December 31, 1995.                                               

Interest on the Senior Notes is, and interest on the Mortgage Notes will be,
payable semiannually in cash. The ability of THCR Holdings and Trump AC to pay  
interest on the Senior Notes and the Mortgage Notes, respectively, will be      
dependent upon the ability of the Company and its subsidiaries (in the case of  
the Senior Notes) and Trump AC and its subsidiaries (in the case of the         
Mortgage Notes) to generate enough cash from operations sufficient for such     
purposes and will be subject to the risks associated with refinancing and       
repayment of indebtedness described below. See "--Holding Company Structure;    
No Anticipation of Dividends," "--Risk in Refinancing and Repayment of          
Indebtedness; Need for Additional Financing," "--Historical Results; Past Net   
Losses--Trump Plaza," and "--Historical Results; Past Net Losses--Taj Mahal."   

Taj Associates has a working capital facility (the "Working Capital         
Facility") which matures in 1999 and permits borrowings of up to $25 million.   
During 1994 and 1995, no amounts were borrowed under the Working Capital        
Facility. Taj Associates will terminate the Working Capital Facility in         
connection with the consummation of the Merger Transaction and the Company      
anticipates replacing it with a new $25 million facility which would be         
available to Trump AC and its subsidiaries, although there can be no assurance  
that a replacement facility could be obtained on acceptable terms, if at all.   
See "--Risk in Refinancing and Repayment of Indebtedness; Need for Additional   
Financing" and "Business--Certain Indebtedness--Taj Associates--Working         
Capital Facility."                                                              

The substantial consolidated indebtedness and fixed charges of the Company  
may limit its ability to respond to changing business and economic conditions,  
to fund capital expenditures for future expansion or otherwise, either through  
cash flow or additional indebtedness, to absorb adverse operating results or    
to maintain its facilities at an operating level that will continue to attract  
patrons. Although management believes that the Merger Transaction will allow    
the Company to realize certain cost savings (expected by management to be       
approximately $18-20 million by the end of the second year following the        
Merger Transaction), no assurance can be given as to the amount, if any, that   
will be realized from these cost savings. Future operating results are subject  
to significant business, economic, regulatory and competitive uncertainties     
and contingencies, many of which are outside its control. The Company may be    
required to reduce or delay planned capital expenditures, sell assets,          
restructure debt or raise additional equity to meet principal repayment and     
other obligations of it and its subsidiaries in later years. See "Management's  
Discussion and Analysis of Financial Condition and Results of Operations--      
Liquidity and Capital Resources." There is no assurance that any of these       
alternatives could be effected on satisfactory terms, if at all. See "--        
Holding Company Structure; No Anticipation of Dividends" and "--Risk in         
Refinancing and Repayment of Indebtedness; Need for Additional Financing."      
Furthermore, such alternatives could impair the Company's competitive           
position, reduce cash flow and/or have a material adverse effect on the         
Company's results of operations. See "--Atlantic City Properties Expansion."    

HOLDING COMPANY STRUCTURE; NO ANTICIPATION OF DIVIDENDS                         

The Company is a holding company, the principal asset of which is its       
general partnership interest in THCR Holdings, and has no independent means of  
generating revenue. As a holding company, the Company depends on distributions  
and other permitted payments from THCR Holdings to meet its cash needs.         

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In addition, both THCR Holdings and Trump AC are holding companies, the     
principal assets of which are the shares of capital stock and partnership       
interest of their respective subsidiaries. Dividends and distributions          
received with respect to equity interests in subsidiaries of THCR Holdings and  
Trump AC are the sole source of funds which are available to THCR Holdings and  
Trump AC to meet their respective obligations, including the obligations under  
the Senior Notes by THCR Holdings and the obligations under the Mortgage Notes  
by Trump AC. The payment of dividends and distributions by the Company's        
subsidiaries including THCR Holdings, however, is significantly restricted by   
certain covenants contained in debt agreements and other agreements to which    
such subsidiaries are subject and may be restricted by other agreements         
entered into in the future and by applicable law. However, the terms of the     
Mortgage Notes will, under certain circumstances and subject to certain         
limitations, require Trump AC to make distributions to THCR Holdings to enable  
THCR Holdings to make scheduled interest payments on its Senior Notes. See "--  
Restrictions on Certain Activities" and "Description of the THCR Holdings       
Partnership Agreement." Further, the ability of Plaza Associates to make        
payments of dividends or distributions (except for payment of interest)         
through Trump AC to THCR Holdings may be restricted by the CCC. Trump Indiana   
may be similarly restricted by, among other things, the Indiana Gaming          
Commission (the "IGC"). See "Regulatory Matters." In the event that THCR        
Holdings and Trump AC are not able to meet scheduled payments of interest and   
principal, with respect to the Senior Notes or the Mortgage Notes, the value    
of the Common Stock would be materially and adversely affected.                 

The Company has never paid a dividend on the Common Stock and does not      
anticipate paying one in the foreseeable future.                                

RISK IN REFINANCING AND REPAYMENT OF INDEBTEDNESS; NEED FOR ADDITIONAL          
FINANCING                                                                       

The ability of THCR Holdings and THCR Funding, and Trump AC and Trump AC    
Funding, to pay their respective indebtedness when due will depend upon the     
ability of the Company and its subsidiaries (with respect to the Senior Notes)  
and Trump AC and its subsidiaries (with respect to the Mortgage Notes) to       
generate cash from operations sufficient for such purpose or to refinance such  
indebtedness on or before the date on which it becomes due. Management does     
not currently anticipate being able to generate sufficient cash flow from       
operations to repay a substantial portion of the principal amount of the        
Senior Notes or Mortgage Notes. Thus, the repayment of the principal amount of  
the Notes will likely depend primarily upon the ability to refinance the Notes  
when due. The future operating performance and the ability to refinance the     
Notes will be subject to the then prevailing economic conditions, industry      
conditions and numerous other financial, business and other factors, many of    
which are beyond the control of the Company. There can be no assurance that     
the future operating performance of the Company and its subsidiaries will be    
sufficient to meet these repayment obligations or that the general state of     
the economy, the status of the capital markets generally or the receptiveness   
of the capital markets to the gaming industry and to the Company will be        
conducive to refinancing the Notes or other attempts to raise capital. In the   
event that the Company is unable to refinance the Notes when due, the value of  
the Common Stock would be materially and adversely affected. See "Management's  
Discussion and Analysis of Financial Condition and Results of Operations--      
Liquidity and Capital Resources."                                               

The cost to the Company for the development of the Indiana Riverboat through
the commencement of its operations (expected in the second quarter of 1996),    
which includes the land, the vessel, gaming equipment, a pavilion for staging   
and ticketing and restaurant facilities, berthing and support facilities and    
parking facilities, is expected to be approximately $84 million. The Company    
initially anticipated spending $59 million prior to the commencement of the     
Indiana Riverboat's operations for the vessel, gaming equipment and initial     
berthing and support facilities, and also anticipated spending an additional    
$27 million in the second phase to be completed by mid-1997, which would        
feature a pavilion for staging and ticketing and restaurant facilities,         
berthing and support facilities and expanded parking. To facilitate the         
Indiana Riverboat's operations from the opening day and to avoid disruptive     
construction at the site for an additional year, the Company determined to      
accelerate the second phase of the project, now expected to cost $25 million,   
and complete both phases prior to commencing operations. The Company            
anticipates obtaining the additional $25 million in financing to complete the   
accelerated development of the Indiana Riverboat through the commencement of    
its operations in the form of $2.5 million in additional vessel financing,      
$12.5 million in mortgage financing and/or from a working capital               

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facility and $10 million in operating leases. Trump Indiana has entered into    
an equipment lease for nearly $2.0 million and has signed a letter of intent    
for an additional equipment lease for $14.2 million (including approximately    
$8 million for slot machines included in the initial $59 million cost). Trump   
Indiana is seeking commitments for the remaining financing. During its initial  
five-year license term, an additional $69 million of funds (consisting of       
approximately $48 million for construction of a hotel and other amenities and   
$21 million in infrastructure improvements and other municipal uses) will be    
required to be spent by Trump Indiana, which is expected to be funded with      
cash from operations or additional borrowings. See "Management's Discussion     
and Analysis of Financial Condition and Results of Operations--Liquidity and    
Capital Resources."                                                             

The Company contemplates obtaining an aggregate of approximately $17.5      
million of equipment financing in connection with the acquisition of slot       
machines and related gaming equipment for Trump Plaza's existing facilities,    
Trump World's Fair and Trump Plaza East. Plaza Associates has obtained          
commitments for $7.2 million of such financing and is seeking commitments for   
the remainder of the financing. The Taj Mahal Expansion is expected to depend   
in part on additional debt financing, for which no commitments are in place.    
In addition, no assurances may be made that Trump AC will successfully replace  
the Working Capital Facility. Finally, Taj Associates' obligations to make      
certain improvements with respect to the Steel Pier may require additional      
financing. See "Business--Properties." The failure of the Company to obtain     
all or a significant portion of the financings discussed above may have a       
material adverse effect on the Company. See "Management's Discussion and        
Analysis of Financial Condition and Results of Operations."                     

RESTRICTIONS ON CERTAIN ACTIVITIES                                              

The Senior Note Indenture imposes restrictions on the activities of THCR    
Holdings and its subsidiaries and the indenture pursuant to which the Mortgage  
Notes will be issued (the "Mortgage Note Indenture") will impose restrictions   
on the activities of Trump AC and its subsidiaries. Generally, the              
restrictions contained in these instruments relate to the incurrence of         
additional indebtedness, the distribution of cash and/or property to partners,  
the repayment or repurchase of pari passu or junior securities, investments,    
mergers and sales of assets and the creation of liens. These restrictions       
could limit the ability of the Company to respond to changing business and      
economic conditions. A failure to comply with any of these obligations could    
also result in an event of default under the Senior Note Indenture or the       
Mortgage Note Indenture, which could permit acceleration of the Notes and       
acceleration of certain other indebtedness of the Company under other           
instruments that may contain cross-acceleration or cross-default provisions.    
In the event that the Notes are accelerated, the value of the Common Stock      
would be materially and adversely affected.                                     

HISTORICAL RESULTS; PAST NET LOSSES                                             

Trump Plaza. Plaza Associates had net losses of $29.2 million, $35.8 million
(including an extraordinary loss of $38.2 million) and $8.9 million for the     
years ended December 31, 1991, 1992 and 1994, respectively, and net income of   
$9.3 million (including an extraordinary gain of $4.1 million) for the year     
ended December 31, 1993. For the period from January 1, 1995 through June 12,   
1995, Plaza Associates had a net loss of $11.0 million (including an            
extraordinary loss of $9.3 million). In 1991, Plaza Associates began to         
experience liquidity problems, principally due to amortization requirements of  
its long-term debt. On May 29, 1992, Plaza Associates and Plaza Funding         
completed a restructuring (the "1992 Plaza Restructuring"), the purpose of      
which was to improve the amortization schedule and extend the maturity of       
Plaza Associates' indebtedness. Management believes that the deterioration in   
results experienced in 1990 and 1991 was attributable primarily to a recession  
in the Northeast and increased industry competition, primarily due to the       
opening of the Taj Mahal in April 1990, which had a disproportionate impact on  
Trump Plaza as compared to certain other Atlantic City casinos due in part to   
the common use of the "Trump" name. See "Business--Business Strategy--Trump     
Plaza." In June 1993, Plaza Associates, Plaza Funding and THCR Atlantic City    
completed a refinancing, the purpose of which was to enhance Plaza Associates'  
liquidity and to position Plaza Associates for a subsequent deleveraging        
transaction. See "Business--Restructurings--The 1992 Plaza Restructuring." A    
portion of the proceeds from the June 1995 Offerings was contributed to Plaza   
Associates to help reduce its indebtedness.                                     

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Taj Mahal. Taj Associates had net losses of $35.1 million, $22.5 million,   
$36.7 million and $26.6 million for the years ended December 31, 1992, 1993,    
1994 and 1995, respectively. From the opening of the Taj Mahal in April 1990    
through the spring of 1991, cash generated from Taj Associates' operations was  
insufficient to cover its fixed charges. As a result, Taj Associates failed to  
provide Taj Funding with sufficient funds to meet its debt servicing needs.     
During 1991, Taj Funding, Taj Associates and Taj Associates' then existing      
general partners (TTMI and TTMC) restructured their existing indebtedness (the  
"1991 Taj Restructuring"). Pursuant to the terms of the 1991 Taj                
Restructuring, Taj Funding's 14% First Mortgage Bonds, Series A, due 1998 (the  
"Old Taj Bonds") were exchanged for the Taj Bonds and certain modifications     
were made to the terms of bank borrowings and amounts owed to both Trump and    
his affiliates. In addition, approximately 50% of the ownership interest in     
Taj Associates was transferred indirectly to the holders of the Old Taj Bonds.  
See "Business--Restructurings--The 1991 Taj Restructuring."                     

CONFLICTS OF INTEREST                                                           

Conflicts Relating to Trump's Ownership of Trump's Castle. Trump is         
currently the beneficial owner of 100% of Trump's Castle Casino Resort          
("Trump's Castle"), which competes directly with the Taj Mahal and Trump        
Plaza, and Trump could, under certain circumstances, have an incentive to       
operate Trump's Castle to the competitive detriment of the Taj Mahal and Trump  
Plaza.                                                                          

Trump and TC/GP, Inc. ("TC/GP"), a corporation beneficially owned by Trump, 
have entered into a services agreement (the "Trump's Castle Services            
Agreement") with Trump's Castle Associates ("TCA"), the partnership that owns   
and operates Trump's Castle, pursuant to which TC/GP has agreed to provide      
marketing, advertising and promotional and other similar and related services   
to Trump's Castle. Pursuant to the Trump's Castle Services Agreement, in        
respect of any matter or matters involving employees, contractors,              
entertainers, celebrities, vendors, patrons, marketing programs, promotions,    
special events, or otherwise, Trump will, and will cause his affiliates to the  
best of his ability and consistent with his fiduciary obligations to TCA,       
Trump Plaza and the Taj Mahal to, act fairly and in a commercially reasonable   
manner so that on an annual overall basis (x) neither Trump Plaza nor the Taj   
Mahal shall realize a competitive advantage over Trump's Castle, by reason of   
any activity, transaction or action engaged in by Trump or his affiliates and   
(y) Trump's Castle shall not be discriminated against.                          

Conflicts Relating to Common Officers. Nicholas L. Ribis, the Chief         
Executive Officer of the Company and Taj Associates, is also the Chief          
Executive Officer of TCA. Messrs. Robert M. Pickus and John P. Burke, officers  
of the Company, are each officers of TCA and Taj Associates. In addition,       
Messrs. Trump, Ribis, Pickus and Burke serve on one or more of the governing    
bodies of the Company, Taj Holding, TCA and their affiliated entities. As a     
result of Trump's interests in three competing Atlantic City casino hotels,     
the common chief executive officer and other common officers, a conflict of     
interest may be deemed to exist, including by reason of such persons' access    
to information and business opportunities possibly useful to any or all of      
such casino hotels. Furthermore, Trump has agreed that he will pursue,          
develop, control and conduct all new gaming activities through the Company.     
Although no specific procedures have been devised for resolving conflicts of    
interest confronting, or which may confront, Trump, such persons and all the    
casinos affiliated with Trump, Messrs. Trump, Ribis, Pickus and Burke have      
informed the Company and Taj Holding that they will not engage in any activity  
which they reasonably expect will harm the Company, Taj Holding or their        
respective affiliates or is otherwise inconsistent with their obligations as    
officers and directors of the Company, Taj Holding or their affiliates. See     
"Management--Compensation Committee Interlocks and Insider Participation--      
Certain Related Party Transactions of Trump" and "--Other Relationships."       

CONTROL AND INVOLVEMENT OF TRUMP                                                

Trump's Substantial Voting Power. Upon consummation of the Merger           
Transaction, through his beneficial ownership of the Class B Common Stock,      
Trump will continue to exercise considerable influence over the affairs         

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of the Company and will control approximately 26% of the total voting power of  
the Company. The Company believes that the involvement of Trump in the affairs  
of the Company is an important factor that will affect the prospects of the     
Company. Following the Merger Transaction, Trump will continue to pursue,       
develop, control and conduct all of his gaming business (except for Trump's     
Castle) through the Company. See "--Conflicts of Interest."                     

Trump's Personal Indebtedness. Although Trump has no obligation to          
contribute funds to the Company or THCR Holdings and is not providing any       
personal guarantees in connection with the Merger Transaction, management       
believes that Trump's financial condition and general business success          
together with the public's perception of such success may be relevant to the    
success of the Company due, in part, to the marquee value of the "Trump" name.  
The association of the "Trump" name with high quality amenities and first       
class service at the Company's properties could be diminished in the event      
that Trump experienced business reversals or the public perceived such          
reversals, and accordingly, the value of a holder's shares of Common Stock      
could be adversely effected. Trump is engaged, through various enterprises, in  
a wide range of business activities. During 1989 through 1992, certain of       
Trump's businesses, including businesses for which Trump supplied personal      
guarantees, experienced financial difficulties that necessitated a              
comprehensive financial restructuring of certain of his properties and          
holdings, including Trump's interests in Trump Plaza, Trump's Castle and the    
Taj Mahal, and his personal indebtedness. See "Management." Since 1990, Trump   
has engaged in a series of transactions designed to reduce his personal         
indebtedness. However, Trump will continue to have a substantial amount of      
personal indebtedness following the Merger Transaction. See "Business--         
Properties."                                                                    

Trump will have ongoing requirements to make payments of principal and      
interest on his outstanding indebtedness following the consummation of the      
Merger Transaction. In addition, the agreements with respect to Trump's         
indebtedness generally contain comprehensive covenants and events of default    
which relate to the operations of certain of his affiliates. If such covenants  
are breached or if events of default otherwise occur, either of which could     
occur at any time, such indebtedness could be subject to acceleration by the    
applicable lenders. Any such acceleration could have a material adverse effect  
on Trump. Furthermore, a substantial portion of Trump's assets consist of real  
property or interests in regulated enterprises, which may affect the liquidity  
of such assets. Trump has advised the Company and Taj Holding that he is        
actively pursuing all reasonable means of providing for the repayment or        
rescheduling of such indebtedness. There can be no assurance that Trump will    
be successful in repaying or rescheduling his indebtedness or that his assets   
will appreciate sufficiently to provide a source of repayment for such          
indebtedness. Trump's ability to repay his indebtedness is subject to           
significant business, economic, regulatory and competitive uncertainties, many  
of which are beyond his control. Any failure by Trump to repay or reschedule    
his indebtedness or to otherwise maintain financial stability may have a        
material adverse effect on the Company. Moreover, if the CCC at any time finds  
Trump to be financially unstable under the Casino Control Act, the CCC is       
authorized to take any necessary public action to protect the public interest,  
including the suspension or revocation of the casino licenses of Plaza          
Associates and/or Taj Associates. Any jurisdiction in which the Company may     
seek to conduct gaming operations would likely have similar regulations. See    
"--Strict Regulation by Gaming Authorities" and "Regulatory Matters."           

Trump has informed the Company that certain of his current or proposed      
lenders, including an affiliate of Donaldson, Lufkin & Jenrette Securities      
Corporation ("DLJ"), are expected to refinance certain of his personal          
indebtedness, which new indebtedness would have covenants and events of         
default similar in scope to those contained in his existing indebtedness. As    
security for some or all of the new indebtedness, it is anticipated that Trump  
will pledge, and cause TTMI to pledge, all of their interests in the Company    
and THCR Holdings. In the event that Trump is unable to pay such indebtedness   
when due, subject to applicable regulatory approval, such lenders would have    
the right to foreclose on the pledged Class B Common Stock and the pledged      
limited partnership interests in THCR Holdings and cause such limited           
partnership interests to be converted into shares of Common Stock and to have   
such shares registered for resale under the Securities Act. Such an event       
could have an adverse effect on the value of a holder's shares of Common        
Stock. Trump is currently subject to certain loan agreements which contain      
covenants that relate to his equity interests in Taj Associates. In connection  
with                                                                            

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the Merger Transaction, Trump is seeking to obtain from his personal            
creditors, among other things, releases of liens on his direct and indirect     
equity interests in Taj Associates, which releases are required to consummate   
the Merger Transaction. Bankers Trust, an affiliate of BT Securities            
Corporation ("BT Securities") is a significant creditor of Trump and will be    
receiving a payment of $10 million in connection with the Merger Transaction    
in order to release certain liens and guarantees. See "Business--Certain        
Indebtedness--Taj Associates--TTMI Note." Bankers Trust will also receive a     
pledge of Trump's and TTMI's interests in the Company and THCR Holdings to the  
extent that the liens of the new indebtedness are released. Both DLJ and BT     
Securities have rendered financial advisory services to the Company and Taj     
Holding in the past, acted as co-managers in the June 1995 Offerings and are    
serving as underwriters of the Offerings. See "Underwriting."                   

Change of Control. The Amended and Restated Certificate of Incorporation of 
the Company (the "Certificate of Incorporation") and Amended and Restated By-   
Laws of the Company (the "By-Laws") contain provisions which may have the       
effect of delaying, deferring or preventing a change in control of the          
Company. In addition, the Senior Note Indenture contains, and the Mortgage      
Note Indenture will contain, provisions relating to certain changes of control  
of THCR Holdings and Trump AC. Upon the occurrence of such a change of          
control, the respective issuers would be obligated to make an offer to          
purchase all of the respective Notes then outstanding at a purchase price       
equal to 101% of the principal amount thereof, plus accrued and unpaid          
interest to the date of purchase. There can be no assurance that funds          
necessary to effect such a purchase would be available if such an event were    
to occur. Because of the control of Trump as described above, the value of the  
Common Stock may be less than it would otherwise be absent such control.        

ATLANTIC CITY PROPERTIES EXPANSION                                              

Construction and Regulatory Approvals. The Trump Plaza Expansion is expected
to be completed in the second quarter of 1996, and the Taj Mahal Expansion,     
the plans for which are subject to modification, is expected to be completed    
in phases from the first quarter of 1997 through early 1998. Construction       
projects, however, such as those contemplated by the Trump Plaza Expansion and  
the Taj Mahal Expansion, can entail significant development and construction    
risks including, but not limited to, labor disputes, shortages of material and  
skilled labor, weather interference, unforeseen engineering problems,           
environmental problems, geological problems, construction, demolition,          
excavation, zoning or equipment problems and unanticipated cost increases, any  
of which could give rise to delays or cost overruns. There can be no assurance  
that Plaza Associates and Taj Associates will receive the licenses and          
regulatory approvals necessary to undertake, in the case of the Taj Mahal       
Expansion, and to complete, in the case of each of the renovation of Trump      
World's Fair and the Taj Mahal Expansion, their respective expansion plans, or  
that such approvals will be obtained within the anticipated time frames.        

The Taj Mahal Expansion will require various licenses and regulatory        
approvals, including the approval of the CCC. Furthermore, the Casino Control   
Act requires that the additional guest rooms contemplated by the Taj Mahal      
Expansion and at Trump Plaza East be put in service within a specified time     
period after any such casino expansion. If Plaza Associates, with respect to    
Trump Plaza East, or Taj Associates completed any casino expansion and          
subsequently did not complete the requisite number of additional guest rooms    
within the specified time period, such party might have to close all or a       
portion of the expanded casino in order to comply with regulatory               
requirements, which could have a material adverse effect on the Company. In     
addition, in order to operate the additional casino space contemplated by the   
Taj Mahal Expansion, Taj Associates must obtain, among other regulatory         
approvals, the approval of the CCC and determinations by the CCC that the Taj   
Mahal's additional casino space, together with its current casino space, is a   
"single room" under the Casino Control Act and that the operation of this       
additional casino space by Taj Associates will not constitute undue economic    
concentration of Atlantic City casino operations. Taj Associates will file a    
petition with the CCC seeking such determinations. See "Regulatory Matters--    
New Jersey Gaming Regulations--Casino Licensee" and "Regulatory Matters--New    
Jersey Gaming Regulations--Approved Hotel Facilities" and "Management--         
Compensation Committee Interlocks and Insider Participation--Certain Related    
Party Transactions of Trump--Plaza Associates."                                 

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Trump Plaza East. Plaza Associates has opened the casino and 326 rooms at   
Trump Plaza East and intends to exercise the Trump Plaza East Purchase Option   
in connection with the Merger Transaction. If Plaza Associates were unable to   
finance the purchase price of Trump Plaza East pursuant to the Trump Plaza      
East Purchase Option and its leasehold interest therein were terminated, any    
amounts expended with respect to Trump Plaza East, including payments under     
the Trump Plaza East Purchase Option and the lease pursuant to which Plaza      
Associates leases Trump Plaza East, and any improvements thereon, would inure   
to the benefit of the unaffiliated third party that owns Trump Plaza East and   
not to Plaza Associates and would increase the cost of demolition of any        
improvements for which Plaza Associates would be liable. As of December 31,     
1995, Plaza Associates had capitalized approximately $35.7 million in           
construction costs related to Trump Plaza East. If the development of Trump     
Plaza East is not successful, the Company would be required to write off the    
capitalized construction costs associated with the project. Plaza Associates    
intends to exercise the Trump Plaza East Purchase Option in connection with     
the Merger Transaction. See "Management--Compensation Committee Interlocks and  
Insider Participation--Certain Related Party Transactions of Trump--Plaza       
Associates."                                                                    

In September 1993, Trump (as predecessor in interest to Plaza Associates    
under the lease for Trump Plaza East) entered into a sublease (the "Time        
Warner Sublease") with Time Warner pursuant to which Time Warner subleased the  
entire first floor of retail space at Trump Plaza East for a Warner Brothers    
Studio Store which opened in July 1994. Rent under the Time Warner Sublease is  
currently accruing and will not become due and payable to Plaza Associates      
until the satisfaction of certain conditions designed to protect Time Warner    
from the termination of the Time Warner Sublease by reason of the termination   
of Plaza Associates' leasehold estate in Trump Plaza East or the foreclosure    
of a certain mortgage (which will be extinguished by the exercise of the Trump  
Plaza East Purchase Option) and until Time Warner's unamortized construction    
costs are less than accrued rent. No assurances can be made that such           
conditions will be satisfied. In addition, Time Warner may terminate the Time   
Warner Sublease at any time after July 1996 in the event that gross sales for   
the store do not meet certain threshold amounts or if at any time after July    
1996 if Plaza Associates fails to operate a first class hotel on Trump Plaza    
East. No assurances can be made that Trump Plaza East will continually be       
operated as a first class hotel or that sales for the Warner Brothers Studio    
Store will exceed the threshold amounts. See "Management--Compensation          
Committee Interlocks and Insider Participation--Certain Related Party           
Transactions of Trump--Plaza Associates."                                       

Trump World's Fair. The ongoing renovation of Trump World's Fair is         
currently expected to be completed in the second quarter of 1996, although      
there can be no assurance that the project will be completed by such time.      
Upon the completion of such renovation, the Company intends to operate Trump    
World's Fair as a casino hotel. On April 9, 1996, the CCC issued Plaza          
Associates a separate casino license with respect to Trump World's Fair, which  
license will become effective upon the issuance by the CCC of an operation      
certificate for the Trump World's Fair facility. See "Regulatory Matters--New   
Jersey Gaming Regulations--Casino Licensee" and "Regulatory Matters--New        
Jersey Gaming Regulations--Approved Hotel Facilities." Although construction    
at Trump World's Fair has commenced, if the costs of developing, constructing,  
equipping and opening Trump World's Fair exceed the proceeds allocated from     
the June 1995 Offerings for such expenditures, Plaza Associates may be forced   
to rely on alternative methods of financing, which may not be available and     
which could impair the competitive position of Trump Plaza and reduce Plaza     
Associates' cash flow. See "--High Leverage and Fixed Charges," "--Holding      
Company Structure; No Anticipation of Dividends," "--Risk in Refinancing and    
Repayment of Indebtedness; Need for Additional Financing" and "--Restrictions   
on Certain Activities."                                                         

The Taj Mahal. It is expected that the Taj Mahal Expansion, the plans for   
which are subject to modification, will be principally funded out of cash from  
the operations of the Atlantic City Properties. The ability to complete such    
expansion may depend in part on the ability of the Company to obtain debt       
financing for such purpose. There can be no assurance that the Atlantic City    
Properties will be able to generate sufficient cash from operations or that     
financing could be obtained on terms satisfactory to the Company, if at all.    
In addition, any indebtedness to be incurred in connection with the Taj Mahal   
Expansion would be subject to the limitations set forth in the Senior Note      
Indenture and the Mortgage Note Indenture. See "--High Leverage and             

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Fixed Charges," "--Holding Company Structure; No Anticipation of Dividends,"    
"--Risk in Refinancing and Repayment of Indebtedness; Need for Additional       
Financing," "--Restrictions on Certain Activities" and "Business--Atlantic      
City Marketing Strategy--The Taj Mahal."                                        

THE INDIANA RIVERBOAT                                                           

New Venture Risk. The Indiana Riverboat is a start-up development. Trump    
Indiana's operations are subject to all of the many risks inherent in the       
establishment of a new business enterprise, including unanticipated             
construction, permitting, licensing or operating problems with the riverboat    
and land-based, berthing and support facilities, as well as the ability of the  
Company to market and operate a new venture in a new gaming jurisdiction.       
Although construction of the vessel and land-based facilities has begun and is  
scheduled for opening in the second quarter of 1996, there can be no assurance  
that the Indiana Riverboat will become operational or that such project will    
be completed on budget or on schedule. Furthermore, construction projects,      
such as the Indiana Riverboat, entail significant risks. See "--Considerations  
with Respect to the Acquisition or Development of Additional Gaming Ventures."  

As with gaming laws and regulations generally, and particularly in light of 
the limited history of regulated gaming activities in Indiana, the application  
of Indiana gaming laws and rules promulgated by the IGC regulations may cause   
uncertainty with respect to the Indiana Riverboat and the restrictions under    
which Trump Indiana must operate. The Company cannot make any predictions as    
to the application of such gaming laws and rules by the IGC.                    

While the Company and its management have substantial experience in         
operating gaming properties in New Jersey, the Company has never been involved  
in constructing or operating riverboat casinos, and there is no operating       
history with respect to the Company's proposed operation at Buffington Harbor,  
Indiana. The Company's future operating results at Buffington Harbor will       
depend upon the Company's ability to complete and open gaming facilities on     
schedule and several other factors over which the Company will have little or   
no control, including, without limitation, general economic conditions, gaming  
taxes, the availability of ancillary facilities to support gaming visitors,     
competition, the availability of adequately trained gaming employees and the    
ability to obtain and maintain the necessary licenses and permits. There can    
be no assurance that the Company's operations will prove successful or that     
the Company will be able to generate sufficient revenues from such operations   
or attain and maintain profitable operations. In addition, the Company is       
unable to predict whether seasonality will have a material effect on the        
operations of the Indiana Riverboat.                                            

Trump Indiana and The Majestic Star Casino, LLC ("Barden"), an entity       
beneficially owned by Don H. Barden, a developer based in Detroit without       
significant gaming experience, are the two holders of certificates of           
suitability for Buffington Harbor. Trump Indiana and Barden formed BHR and      
have entered into an agreement (the "BHR Agreement") relating to the joint      
ownership, development and operation of all common land-based and waterside     
operations in support of each of Trump Indiana's and Barden's separate          
riverboat casinos at Buffington Harbor. Trump Indiana and Barden will each be   
equally responsible for the development and operating expenses of the common    
land-based facilities at such site and the Company will be dependent on the     
ability of Barden to pay for its share of all future expenses. There can be no  
assurance that the Company or Trump Indiana will be able to fund from           
operations or to finance on terms satisfactory to the Company or Trump Indiana  
any such required expenditures or, if available, such other indebtedness would  
be permitted under existing debt instruments of the Company. Furthermore,       
while Barden has made all required capital contributions to date, there can be  
no assurance that Barden will be able to fund its portion of such expenses in   
the future. Additionally, if either Trump Indiana or Barden causes, permits or  
suffers an event of default under the BHR Agreement to continue for more than   
270 days, including the failure to make a capital contribution or to fulfill    
any other obligation thereunder within 30 days after written notice, the        
nondefaulting party will have the right to acquire the defaulting party's       
interest in BHR for a purchase price of $1 million.                             

Environmental Risks. The Indiana Riverboat is located in an area on Lake    
Michigan known as Buffington Harbor. Buffington Harbor had been the site of     
industrial operations, which prior operations or activities have or             

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may have resulted in pollution or contamination of the environment. As an       
owner and operator of the Indiana Riverboat, Trump Indiana and the Company      
could be held liable under certain legal theories for the costs of cleaning     
up, as well as certain damages resulting from, past or present spills,          
disposals or other releases of hazardous or toxic substances or wastes on, in   
or from the site, regardless of whether either party knew of, or was            
responsible for, the presence of such substances or wastes at the site.         
Neither the Company nor Trump Indiana has a source of indemnity for any such    
liability. However, the Company believes, based on third-party engineering      
reports, that it has completed all remedial activities expected to be           
required.                                                                       

Maritime and Weather Considerations. Under the provisions of Title 46 of the
United States Code, the design, construction and operation of the Indiana       
Riverboat are subject to regulation and approval by the U.S. Coast Guard.       
Prior to the commencement of operations, a Certificate of Inspection and a      
Certificate of Documentation must be obtained from the U.S. Coast Guard. As a   
condition of the issuance of a Certificate of Inspection, the U.S. Coast Guard  
may, among other things, require changes in the design or construction of the   
Indiana Riverboat that may materially increase the cost of construction and/or  
materially delay the completion of construction and the commencement of         
operations. All shipboard employees of Trump Indiana employed on U.S. Coast     
Guard regulated vessels, including those not involved with the actual           
operation of the vessel, such as dealers, cocktail hostesses and security       
personnel, may be subject to certain federal legislation relating to maritime   
activity, which, among other things, exempts those employees from state limits  
on workers' compensation awards. The Company expects that it will have          
adequate insurance to cover employee claims.                                    

The Indiana Riverboat is anticipated to be a cruising riverboat, which,     
among other things, would require a U.S. Coast Guard hull inspection at five-   
year intervals. Operating at Buffington Harbor will expose the Indiana          
Riverboat to marine hazards such as unpredictable currents, floods or other     
severe weather conditions and a heavy volume of maritime traffic. The Company   
anticipates that adequate maritime insurance coverage will be obtained for the  
Indiana Riverboat; however, the occurrence of a catastrophic loss in excess of  
coverage would have a material adverse effect on the Company. Trump Indiana's   
revenues will be derived from its riverboat and land-based facilities. A        
riverboat could be lost from service due to casualty, mechanical failure,       
extended or extraordinary maintenance, or inspection. The loss of a vessel      
from service for an extended period of time could adversely affect Trump        
Indiana's operations. Business activity at any location could also be           
adversely affected by a flood or other severe weather conditions. Flooding in   
particular, as well as other severe weather conditions, could make the          
Company's vessel more difficult or impossible to board, or even result in a     
prolonged or total loss of a gaming vessel, either of which could have a        
material adverse effect on the Company. Although the Company expects to         
maintain insurance against casualty losses resulting from severe weather, the   
insurance coverage maintained may not adequately compensate the Company for     
losses, including loss of profits, resulting from severe weather.               

COMPETITION                                                                     

Trump Plaza and the Taj Mahal. Competition in the Atlantic City casino hotel
market is intense. The Atlantic City Properties compete with each other and     
with the other casino hotels located in Atlantic City, including the other      
casino hotel owned by Trump, Trump's Castle. See "--Conflicts of Interest."     
The Atlantic City Properties each are located on The Boardwalk, approximately   
1.2 miles apart from each other. At present, there are 12 casino hotels         
located in Atlantic City, including the Atlantic City Properties, all of which  
compete for patrons. In addition, there are several sites on The Boardwalk and  
in the Atlantic City Marina area on which casino hotels could be built in the   
future and various applications for casino licenses have been filed and         
announcements with respect thereto made from time to time (including a          
proposal by Mirage Resorts, Inc.), although the Company is not aware of any     
current construction on such sites by third parties. No new casino hotels have  
commenced operations in Atlantic City since 1990, although several existing     
casino hotels have recently expanded or are in the process of expanding their   
operations. While management believes that the addition of hotel capacity       
would be beneficial to the Atlantic City market generally, there can be no      
assurance that such expansion would not be materially disadvantageous to        
either of the Atlantic City Properties. There also can be no assurance that     
the Atlantic City development projects which are planned or underway will be    
completed.                                                                      

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Total Atlantic City gaming revenues have increased over the past four years,
although at varying rates. Although all 12 Atlantic City casinos reported       
increases in gaming revenues in 1992 as compared to 1991, the Company believes  
that this was due, in part, to the depressed industry conditions in 1991. In    
1993, nine casinos experienced increased gaming revenues compared to 1992       
(including the Taj Mahal), while three casinos (including Trump Plaza)          
experienced decreased revenues. In 1994, ten casinos experienced increased      
gaming revenues compared to 1993 (including the Taj Mahal), while two casinos   
(including Trump Plaza) experienced decreased revenues. During 1995, all 12     
casinos experienced increased gaming revenues compared to 1994.                 

In 1990, the Atlantic City casino industry experienced a significant        
increase in room capacity and in available casino floor space, including the    
rooms and floor space made available by the opening of the Taj Mahal. The       
effects of such expansion were to increase competition and to contribute to a   
decline in 1990 in gaming revenues per square foot of casino floor space. In    
1990, the Atlantic City casino industry experienced a decline in gaming         
revenues per square foot of 5.0%, which trend continued in 1991, although at    
the reduced rate of 2.9%. In 1992, however, the Atlantic City casino industry   
experienced an increase of 6.9% in gaming revenues per square foot from 1991.   
Gaming revenues per square foot increased by 1.4% for 1993 (excluding poker     
and race simulcast rooms, which were introduced for the first time in such      
year), compared to 1992. In 1994, gaming revenues per square foot decreased     
2.5% (or 4.5% including square footage devoted to poker, keno and race          
simulcasting). The 1994 decline was due, in part, to the increase in casino     
floor space in Atlantic City as a result of expansion of a number of casinos    
and to the severe weather conditions which affected the Northeast during the    
winter of 1994. Between April 30, 1993 and December 31, 1995, many operators    
in Atlantic City expanded their facilities in anticipation of and in            
connection with the June 1993 legalization of simulcasting and poker,           
increasing total gaming square footage by approximately 181,200 square feet     
(23.3%) of which approximately 83,700 square feet is currently devoted to       
poker, keno and race simulcasting. During this same period, 172 poker tables    
and 5,500 slot machines were added. See "Business--Atlantic City Market."       

The Atlantic City Properties also compete, or will compete, with facilities 
in the northeastern and mid- Atlantic regions of the United States at which     
casino gaming or other forms of wagering are currently, or in the future may    
be, authorized. To a lesser extent, the Atlantic City Properties face           
competition from gaming facilities nationwide, including land-based, cruise     
line, riverboat and dockside casinos located in Colorado, Illinois, Indiana,    
Iowa, Louisiana, Mississippi, Missouri, Nevada, South Dakota, Ontario           
(Windsor), the Bahamas, Puerto Rico and other locations inside and outside the  
United States, and from other forms of legalized gaming in New Jersey and in    
its surrounding states such as lotteries, horse racing (including off-track     
betting), jai alai, bingo and dog racing, and from illegal wagering of various  
types. New or expanded operations by other persons can be expected to increase  
competition and could result in the saturation of certain gaming markets. In    
September 1995, New York introduced a keno lottery game, which is played on     
video terminals that have been set up in approximately 1,800 bars, restaurants  
and bowling alleys across the state. In addition to competing with other        
casino hotels in Atlantic City and elsewhere, by virtue of their proximity to   
each other and the common aspects of certain of their respective marketing      
efforts, including the common use of the "Trump" name, the Atlantic City        
Properties compete directly with each other and with Trump's Castle for gaming  
patrons. Although management does not intend to operate Trump Plaza and the     
Taj Mahal to the competitive detriment of each other, the effect may be that    
Trump Plaza or the Taj Mahal will operate to the competitive detriment of the   
other.                                                                          

The Indiana Riverboat. The Company anticipates that the Indiana Riverboat   
will compete primarily with riverboats and other casinos in the greater         
Chicago metropolitan area and throughout the Great Lakes Market. Although       
northern Indiana is part of the greater Chicago metropolitan market, which is   
one of the most successful new gaming markets in the United States, the         
Indiana Riverboat may be more dependent on patrons from northern Indiana than   
its Illinois competitors, and the propensity of these patrons to wager cannot   
be predicted with any degree of certainty. In addition to competing with        
Barden's riverboat at the shared Buffington Harbor site, the Indiana Riverboat  
will compete with a riverboat in Hammond, Indiana which is being developed by   
the owner and operator of the Empress Riverboat Casino in Joliet, Illinois, a   
riverboat in East Chicago, Indiana, which is being developed by Showboat, Inc.  
and with the riverboat expected to be licensed in the nearby community of       
Michigan City, Indiana. To a lesser degree, the Indiana Riverboat will compete  
with the six                                                                    

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additional riverboats expected to be licensed in the rest of Indiana. At        
present there are four other riverboat casino operations in the Chicago area    
(three of which operate two riverboats each, with each operator limited to      
1,200 gaming positions in the aggregate). In addition, a casino opened during   
1994 in Windsor, Ontario, across the river from Detroit, and Detroit is         
considering several proposals for casinos in its downtown area. Although the    
Company believes that there is sufficient demand in the market to sustain the   
Indiana Riverboat, there can be no assurance to that effect. Legislation has    
also been introduced on numerous occasions in recent years to expand riverboat  
gaming in Illinois, including by authorizing new sites in the Chicago area      
with which the Indiana Riverboat would compete. The Company understands that    
there have been recent discussions in Illinois regarding possible legislation   
to permit dockside gaming and or increase the gaming position limitations.      
There can be no assurance that either Indiana or Illinois, or both, will not    
authorize additional gaming licenses, including for the Chicago metropolitan    
area. See "--The Indiana Riverboat."                                            

The Company believes that competition in the gaming industry, particularly  
the riverboat and dockside gaming industry, is based principally on the         
quality and location of gaming facilities, the effectiveness of marketing       
efforts, and customer service and satisfaction. Although management of the      
Company believes that the location of the Indiana Riverboat will allow the      
Company to compete effectively with other casinos in the geographic area        
surrounding its casino, the Company expects competition in the casino gaming    
industry to be intense as more casinos are opened and new entrants into the     
gaming industry become operational. Furthermore, new or expanded operations by  
other persons can be expected to increase competition for existing and future   
operations and could result in a saturation of the Great Lakes Market.          

Other Competition. In addition, the Atlantic City Properties face, and the  
Indiana Riverboat will face, competition from casino facilities in a number of  
states operate by federally recognized Native American tribes. Pursuant to the  
Indian Gaming Regulatory Act ("IGRA"), which was passed by Congress in 1988,    
any state which permits casino style gaming (even if only for limited charity   
purposes) is required to negotiate gaming compacts with federally recognized    
Native American tribes. Under IGRA, Native American tribes enjoy comparative    
freedom from regulation and taxation of gaming operations, which provides them  
with an advantage over their competitors, including the Atlantic City           
Properties and the Indiana Riverboat. In March 1996, the United States Supreme  
Court struck down a provision of IGRA which allowed Native American tribes to   
sue states in federal court for failing to negotiate gaming compacts in good    
faith. The Company cannot predict the impact of this decision on the ability    
of Native American tribes to negotiate compacts with the states. See            
"Business--Competition."                                                        

Legislation permitting other forms of casino gaming has been proposed, from 
time to time, in various states, including those bordering New Jersey. Plans    
to begin operating slot machines at race tracks in the State of Delaware are    
underway, including the slot machines currently operating at the Dover Downs    
and Delaware Park race tracks. Six states have presently legalized riverboat    
gambling while others are considering its approval, including New York and      
Pennsylvania, and New York City is considering a plan under which it would be   
the embarking point for gambling cruises into international waters three miles  
offshore. Several states are considering or have approved large scale land-     
based casinos. Additionally, since 1993, gaming floor space in Las Vegas has    
expanded significantly, with additional capacity planned and currently under    
construction. The operations of Trump Plaza and the Taj Mahal could be          
adversely affected by such competition, particularly if casino gaming were      
permitted in jurisdictions near or elsewhere in New Jersey or in other states   
in the Northeast. In December 1993, the Rhode Island Lottery Commission         
approved the addition of slot machine games on video terminals at Lincoln       
Greyhound Park and Newport Jai Alai, where poker and blackjack have been        
offered for over two years. Currently, casino gaming, other than Native         
American gaming, is not allowed in other areas of New Jersey or in              
Connecticut, New York or Pennsylvania. On November 17, 1995, a proposal to      
allow casino gaming in Bridgeport, Connecticut, was voted down by that state's  
Senate. A New York State Assembly plan has the potential of legalizing non-     
Native American gaming in portions of upstate New York. Essential to this plan  
is a proposed New York State constitutional amendment that would legalize       
gambling. To amend the New York Constitution, the next elected New York State   
Legislature must repass a proposal legalizing gaming and a statewide            
referendum, held no sooner than November 1997, must approve the constitutional  
amendment. To the                                                               

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extent that legalized gaming becomes more prevalent in New Jersey or other      
jurisdictions near Atlantic City, competition would intensify. In particular,   
in the past, proposals have been introduced to legalize gaming in other         
locations, including Philadelphia, Pennsylvania. In addition, legislation has   
from time to time been introduced in the New Jersey State Legislature relating  
to types of statewide legalized gaming, such as video games with small wagers.  
To date, no such legislation, which may require a state constitutional          
amendment, has been enacted. Legislation has also been introduced on numerous   
occasions in recent years to expand riverboat gaming in Illinois, including by  
authorizing new sites in the Chicago area with which the Indiana Riverboat      
would compete and by otherwise modifying existing regulations to decrease or    
eliminate certain restrictions such as gaming position limitations. To date,    
no such legislation has been enacted. The Company is unable to predict whether  
any such legislation, in New Jersey, Indiana, Illinois or elsewhere, will be    
enacted or whether, if passed, it would have a material adverse impact on the   
Company.                                                                        

RELIANCE ON KEY PERSONNEL                                                       

The ability of the Company and Taj Associates to operate successfully is    
dependent, in part, upon the continued services of certain of its employees,    
including Nicholas L. Ribis, the President and Chief Executive Officer of the   
Company, the Chief Executive Officer of THCR Holdings and the Chief Executive   
Officer of Taj Associates. Mr. Ribis' employment agreements with the Company    
and THCR Holdings on the one hand and Taj Associates on the other will expire   
on June 7, 2000 and September 25, 1996, respectively (subject to earlier        
termination upon the occurrence of certain events). There can be no assurance   
that a suitable replacement for Mr. Ribis could be found in the event of a      
termination of his employment. A shortage of skilled management-level           
employees currently exists in the gaming industry which may make it difficult   
and expensive to attract and retain qualified employees. In addition, Mr.       
Ribis and certain other executives of the Company and Taj Associates currently  
allocate their time among the Company's and Taj Associates' various operations  
as well as certain other enterprises owned by Trump.  Following the             
consummation of the Merger Transaction, Mr. Ribis will devote approximately     
75% of his professional time to the affairs of the Company and its              
subsidiaries. See "Management."                                                 

STRICT REGULATION BY GAMING AUTHORITIES                                         

General. Any jurisdiction in which the Company may seek to conduct gaming   
operations would likely require the Company to apply for and obtain licenses    
and regulatory approvals with respect to the construction, design and           
operational features of the gaming facilities it intends to operate in that     
jurisdiction. The obtaining of such licenses and approvals may be time          
consuming and expensive and cannot be assured.                                  

The Company believes that the availability of significant additional revenue
through taxation is one of the primary reasons that Indiana and other           
jurisdictions have legalized gaming. The Company's current gaming operations    
are, and any future gaming operations are likely to be, subject to significant  
taxes and fees in addition to normal federal and state corporate income taxes,  
and such taxes and fees are subject to increase at any time. Any material       
increase in these taxes or fees would adversely affect the Company.             

Trump Plaza and the Taj Mahal. The ownership and operation of the gaming    
related businesses of Plaza Associates and Taj Associates are subject to        
strict state regulation under the Casino Control Act. Plaza Associates and Taj  
Associates and their various officers and other qualifiers have received the    
licenses, permits and authorizations required to operate Trump Plaza and the    
Taj Mahal, respectively. Failure to maintain or obtain the requisite casino     
licenses would have a material adverse effect on the Company. On June 22,       
1995, the CCC renewed Taj Associates' casino license through March 31, 1999     
and renewed Plaza Associates' casino license through June 30, 1999, subject to  
revocation or suspension upon the occurrence of certain events. No assurance    
can be given as to the term for which the CCC will renew these licenses or as   
to what license conditions, if any, may be imposed by the CCC in connection     
with any future renewals. The Merger Transaction (including the issuance of     
$1.1 billion of Mortgage Notes) was approved by the CCC on April 9, 1996. On    
April 11, 1996, the CCC approved the issuance of an additional $100 million of  
Mortgage Notes to be included in the Mortgage Note Offering. See "Regulatory    
Matters--New Jersey Gaming Regulations."                                        

The Casino Control Act imposes substantial restrictions on the ownership of 
securities of the Company. A shareholder may be required to meet the            
qualification provisions of the Casino Control Act relating to financial        

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sources and/or security holders. Each institutional investor (as defined in     
the Casino Control Act) seeking a waiver of qualification must execute a        
certification that it has no intention of influencing or affecting the affairs  
of the issuer, the casino licensee or its holding or intermediary companies     
(except for voting at shareholder meetings), which certification will be        
provided to the New Jersey Division of Gaming Enforcement and the CCC.          
Pursuant to the provisions of the Casino Control Act, the Certificate of        
Incorporation provides that all securities of the Company are held subject to   
the condition that, if a holder thereof is found to be disqualified by the CCC  
pursuant to the provisions of the Casino Control Act, such holder shall (a)     
dispose of his interest in the Company; (b) not receive any dividends or        
interest upon any such securities; (c) not exercise, directly or through any    
trustee or nominee, any right conferred by such securities; and (d) not         
receive any remuneration in any form from the casino licensee for services      
rendered or otherwise. See "Regulatory Matters--New Jersey Gaming               
Regulations."                                                                   

The Indiana Riverboat. In January 1996, the IGC extended Trump Indiana's    
certificate of suitability constituting approval of the application for a       
riverboat owner's license for a riverboat to be docked at Buffington Harbor,    
on Lake Michigan in Indiana. The certificate of suitability is valid until      
June 28, 1996, and may be further extended upon written application to and      
approval of the IGC. A riverboat owner's license will only be issued upon       
substantial satisfaction of the conditions of the certificate of suitability    
and the requirements of the gaming laws, which include completion of the        
Indiana Riverboat's vessel, acquisition of necessary permits or approvals from  
federal, state and local authorities, execution of a "Development Agreement"    
with the City of Gary (which is currently being negotiated) and readiness to    
commence operations. See "Business--Indiana Riverboat." Pursuant to the terms   
of the certificate of suitability, Trump Indiana must comply with certain       
other requirements imposed by the IGC, including a requirement that Trump       
Indiana invest an aggregate of $153 million in the Indiana Riverboat and        
certain related projects and certain economic development projects and pay      
certain incentive fees based on percentages of gaming revenues and earnings to  
the City of Gary, Indiana. Failure to comply with the foregoing conditions      
and/or failure to commence riverboat excursions as may be required by the IGC   
may result in the expiration of the certificate of suitability. There can be    
no assurance that the Company and/or Trump Indiana will be able to comply with  
the terms of the certificate of suitability, that it will be further extended   
if operations do not commence by June 28, 1996 or that a riverboat owner's      
license for the Indiana Riverboat will ultimately be granted. Further, the IGC  
may place restrictions, conditions or requirements on the permanent riverboat   
owner's license. If granted, such license would be for an initial term of five  
years and renewable annually thereafter, subject to revocation or suspension.   
With respect to certain land-based, berthing and support facilities as          
currently planned, Trump Indiana is also dependent on the ability of Barden to  
obtain the requisite licenses and fund its portion of joint development and     
operating costs under the BHR Agreement.                                        

In October 1994, the U.S. Attorney General's Office in Indiana notified the 
IGC that a federal law passed in 1951, commonly known as the Johnson Act,       
prohibits gaming vessels from cruising within federal maritime jurisdiction     
and prohibits gaming on such vessels. The Department of Justice has expressed   
concern that the Johnson Act may prohibit gaming on vessels on the Great Lakes  
because it has contended that the Great Lakes are within federal maritime       
jurisdiction. The Department of Justice is still considering the issue,         
however, and has not reached a definitive conclusion. Currently, Congress has   
legislation pending that contains a related amendment to the Johnson Act. The   
Coast Guard Authorization bill, which contains a provision that would amend     
the Johnson Act specifically to allow gaming on vessels in the Indiana waters   
of Lake Michigan, was passed by the House of Representatives. The Senate-       
passed version of the Coast Guard Authorization bill does not contain a         
similar provision. Because the House of Representatives and the Senate passed   
different versions of the Coast Guard Authorization bill, a conference          
committee composed of House and Senate members is expected to be formed later   
in the Second Session of the 104th Congress (1996) to resolve differences in    
these versions. In 1995, the Indiana General Assembly adopted two differing     
amendments to the Riverboat Gambling Act permitting gambling to be conducted    
while a riverboat is docked under certain conditions. One of the amendments     
included an express provision allowing gambling to be conducted while a         
riverboat is docked if a determination is made that a condition exists that     
would cause a violation of federal law if the riverboat were to cruise. The     
other amendment did not include that express provision. The IGC has determined  
that the two amendments can be harmonized in a way that would permit gambling   
while a riverboat is docked if cruising would be a violation of federal law.    
Notwithstanding the IGC's determination, there can be no assurance that         

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commencement of gaming operations by Trump Indiana while the riverboat is       
cruising would not be challenged as a violation of the Johnson Act or that      
commencement of gaming operations while the riverboat is docked would not be    
challenged as a violation of the Johnson Act or Indiana law. See "Regulatory    
Matters--Indiana Gaming Regulations--Excursions."                               

Pursuant to IGC proposed rules, any person acquiring 5% or more of Common   
Stock (or for certain institutional investors, 15%) must be found suitable by   
the IGC. The IGC has the authority to require a finding of suitability with     
respect to any stockholder regardless of the percentage of ownership. In this   
regard, the Certificate of Incorporation provides that the Company may redeem   
any shares of the Company's capital stock held by any person or entity whose    
holding of shares may cause the loss or non-reinstatement of a governmental     
license held by the Company. Such redemption shall be at the lesser of the      
price at which the stock was purchased or the market price (as defined in the   
Certificate of Incorporation). See "Regulatory Matters--Indiana Gaming          
Regulations--Indiana Gaming Commission."                                        

CONSIDERATIONS WITH RESPECT TO THE ACQUISITION OR DEVELOPMENT OF ADDITIONAL     
GAMING VENTURES                                                                 

The Company's growth strategy includes the selective acquisition,           
development, ownership and/or management of dockside, riverboat and/or land-    
based casinos in emerging and established gaming jurisdictions. The Company's   
plans for development and acquisition of gaming ventures in addition to Trump   
Plaza, the Indiana Riverboat and the Taj Mahal are speculative at this time,    
as the Company has no present plans to acquire or develop any other specific    
gaming venture. The availability of new gaming opportunities is largely         
dependent on the legality of gaming in various states, and gaming is currently  
prohibited throughout most of the United States. Moreover, the recent           
expansion of the legalization of gaming may not continue and furthermore, the   
potential exists for the repeal of gaming in certain jurisdictions where it is  
currently permitted. Legislation relating to gaming has been introduced and     
failed to pass in the legislatures in a number of states including Connecticut  
and Florida, and furthermore, the potential exists for the repeal of gaming in  
certain jurisdictions where it is currently permitted. For these and other      
reasons, no assurance can be given that attractive opportunities to develop     
new operations will be available to the Company or that the Company will be     
able to take advantage of any opportunity that does arise.                      

To engage in multiple projects or larger scale development activities, the  
Company will need to obtain financing from third parties and may require        
additional managerial resources. There can be no assurance that additional      
financing or managerial talent will be available or, if available, that it      
would be on terms satisfactory to the Company. Incurrence of such indebtedness  
would also be subject to restrictions under debt instruments of the Company.    
See "--High Leverage and Fixed Charges" and "--Restrictions on Certain          
Activities." In addition, the Company would need to obtain additional sites     
and licenses to operate such gaming facilities and competition for suitable     
sites and for licenses is usually intense. No assurance can be given that the   
Company will be able to obtain desirable sites or necessary licenses or         
successfully overcome the regulatory, financial, business and other problems    
inherent in the construction and operation of any new gaming venture.           

Construction projects, such as those proposed in connection with the        
development of new gaming ventures, including those currently proposed by       
Plaza Associates, Trump Indiana and Taj Associates, entail significant risks,   
including shortages of materials or skilled labor, unforeseen engineering,      
environmental or geological problems, work stoppages, weather interference,     
floods, unanticipated cost increases, the inability to commence operations as   
scheduled and other problems. The number and scope of the licenses and          
approvals required to complete the construction of any project, such as a       
hotel and other destination resort facilities, are extensive, including,        
without limitation, the approval of state and local land-use authorities and    
the acquisition of building and zoning permits. Unexpected concessions          
required by local, state or federal regulatory authorities could involve        
significant additional costs and delay scheduled openings of facilities. There  
can be no assurance that the Company will receive the licenses and approvals    
necessary to undertake or complete any of its development plans, or that such   
licenses and approvals will be obtained within the anticipated time frame.      

LIMITATIONS ON LICENSE OF THE TRUMP NAME                                        

Subject to certain restrictions, the Company has the exclusive right (except
with respect to the Taj Mahal (during the period prior to the consummation of   
the Merger Transaction) and Trump's Castle) to use the                          

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"Trump" name and likeness in connection with gaming and related activities      
pursuant to a trademark license agreement between Trump and the Company (the    
"License Agreement"). See "Business--Trademark/Licensing." The Company's        
rights under the License Agreement are secured by a security interest in the    
names "Trump," "Donald Trump" and "Donald J. Trump" (including variations       
thereon, the "Trump Names") and related intellectual property rights            
(collectively, the "Marks") for use in connection with casino services,         
pursuant to a security agreement (the "Trademark Security Agreement"). If       
there were a default under the License Agreement or the Trademark Security      
Agreement, the Company would have rights, subject to the requirements of        
applicable state law, to enforce the rights and remedies contained in the       
Trademark Security Agreement. In the event of a foreclosure sale of the Marks,  
the net amount realized in such sale by the Company might not yield the full    
amount of damages that the Company could sustain as a result of the default.    
In addition, the existence of rights of others to the use of the Trump Names,   
including pursuant to the existing security interests with respect to           
trademarks associated with Trump's Castle as well as to any other security      
interests in trademarks for non-gaming hotels, could adversely affect the       
ability of the Company to realize the benefits of the Trademark Security        
Agreement. The Company's right to repossess and dispose of the Marks upon a     
breach of the License Agreement may be significantly impaired if the owner of   
the Marks were to become the subject of a case under the United States          
Bankruptcy Code (the "Bankruptcy Code") prior to the Company's having           
repossessed and disposed of the Marks. Under the Bankruptcy Code, secured       
creditors, such as the Company, are automatically stayed from repossessing or   
disposing of their collateral without bankruptcy court approval. Moreover, the  
Bankruptcy Code permits a defaulting debtor to retain and continue to use the   
collateral if the secured creditor is given "adequate protection" of its        
interest in the collateral. Such adequate protection under the Bankruptcy Code  
may take various forms, including the granting of a replacement lien or other   
relief that will enable the secured creditor to realize the "indubitable        
equivalent" of its interest in the collateral. Accordingly, it is impossible    
to predict whether or when the Company would repossess or dispose of the        
Marks, or whether or to what extent the Company would then be compensated for   
any delay in payment or loss of value of the Marks through the requirement of   
"adequate protection" if the owner of the Marks were to become the subject of   
a bankruptcy or reorganization case. Furthermore, the License Agreement could   
be rejected in connection with a bankruptcy of the licensor if, in the          
business judgment of a trustee or the licensor, as debtor-in-possession,        
rejection of the contract would benefit the licensor's estate. In the event of  
such rejection, the Company could assert a claim for damages, secured by the    
Company's lien on the Marks.                                                    

FRAUDULENT TRANSFER CONSIDERATIONS                                              

The obligations of Trump AC under the Mortgage Notes, which will be issued  
as part of the Merger Transaction, may be subject to review under state or      
federal fraudulent transfer laws in the event of the bankruptcy or other        
financial difficulty of Trump AC. Under those laws, if a court in a lawsuit by  
an unpaid creditor or representative of creditors of Trump AC, such as a        
trustee in bankruptcy, or Trump AC as debtor in possession, were to find that   
at the time Trump AC incurred its obligations under the Mortgage Notes, it (a)  
did so with actual intent to hinder, delay or defraud its creditors, or (b)     
did not receive reasonably equivalent value or fair consideration therefor,     
and either (i) was insolvent, (ii) was rendered insolvent, (iii) was engaged    
in a business or transaction for which its remaining unencumbered assets        
constituted unreasonably small capital, or (iv) intended to incur or believed   
that it would incur debts beyond its ability to pay as such debts matured,      
such court could avoid Trump AC's obligations under the Mortgage Notes and      
direct the return of any amounts paid thereunder to Trump AC or to a fund for   
the benefit of its creditors.                                                   

Similarly, the obligations of Taj Associates, Plaza Associates or any other 
guarantor (each, a "Guarantor") under its guarantee of the Mortgage Notes, as   
well as the security interest granted by such Guarantor in its assets to        
secure the Mortgage Notes and such guarantee, may be subject to review under    
such laws in the event of the bankruptcy or other financial difficulty of such  
Guarantor. In that event, if a court were to find that at the time such         
Guarantor incurred such obligations or granted such security interest the       
factors set forth in either clause (a) or (b) in the foregoing paragraph        
applied to such Guarantor, such court could avoid such Guarantor's obligations  
under its guarantee, as well as the security interests securing such            
guarantee, and direct the return of any amounts paid under such guarantee to    
such Guarantor or to a fund for the benefit of its creditors.                   

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Among other things, a court might conclude that a Guarantor did not receive 
reasonably equivalent value or fair consideration for its guarantee to the      
extent that the economic benefits realized by it in the Merger Transaction      
(including the payment of its outstanding obligations) were less than the       
aggregate amount of its liability under its guarantee.                          

In the event a fraudulent transfer were found to have occurred under the    
circumstances described above, an unpaid creditor or representative of          
creditors of Trump AC, such as a trustee in bankruptcy, or Trump AC as debtor   
in possession, would not have recourse against stockholders of the Company.     

If a court were to conclude that Trump AC received less than reasonably     
equivalent value from selling stockholders of Taj Holding, and, as a            
consequence thereof, Trump AC: (i) was insolvent, (ii) was rendered insolvent,  
(iii) was engaged in a business or transaction for which its remaining          
unencumbered assets constituted unreasonably small capital, or (iv) intended    
to incur or believed that it would incur debts beyond its ability to pay as     
such debts matured, Trump AC, as debtor in possession, or another               
representative of its estate (such as a bankruptcy trustee) could, among other  
things, seek to recover the amounts paid to such selling stockholders to the    
extent such amounts exceed the fair market value of the assets transferred.     

The measure of insolvency for purposes of the foregoing will vary depending 
on the law of the jurisdiction being applied. Generally, however, an entity     
would be considered insolvent if the sum of its debts (including contingent or  
unliquidated debts) is greater than all of its property at a fair valuation or  
if the present fair salable value of its assets is less than the amount that    
would be required to pay its probable liability on its existing debts as they   
become absolute and matured.                                                    

SHARES ELIGIBLE FOR FUTURE SALE                                                 

Immediately following completion of the Merger Transaction, there will be   
approximately 23,377,718 shares of Common Stock outstanding (25,252,718 shares  
if the Underwriters' over-allotment option is exercised in full), excluding     
(i) 8,072,307 shares of Common Stock (subject to certain adjustment) issuable   
upon conversion of Trump's and TTMI's limited partnership interest in THCR      
Holdings, (ii) the 66,666 shares of Common Stock underlying phantom stock       
units issued to the Chief Executive Officer of the Company, (iii) 133,333       
shares of Common Stock issuable upon exercise of options granted to the Chief   
Executive Officer of the Company pursuant to the 1995 Stock Plan, (iv) an       
additional 733,334 shares of Common Stock reserved for issuance pursuant to     
the 1995 Stock Plan, (v) 1.8 million shares of Common Stock reserved for        
issuance in connection with the warrant to be issued to Trump and (vi) the      
Class B Common Stock, which shares are not entitled to dividends or             
distributions and represent Trump's and TTMI's respective voting interest and   
become nonvoting to the extent of a conversion of Trump's and TTMI's            
respective interest in THCR Holdings. In the event that shares of Common Stock  
are issued in the Merger, the Company may reduce the size of the Stock          
Offering. Of the shares of Common Stock to be outstanding following the         
consummation of the Merger Transaction, the shares to be sold in the Stock      
Offering and to be issued to First Fidelity (425,000 of the 500,000 shares of   
which will be subject to an agreement not to sell or otherwise dispose for 30   
days without the prior written consent of DLJ), as well as the shares of        
Common Stock issued in the June 1995 Stock Offering, will be freely tradeable   
without restriction (subject to any applicable lock-up) or future registration  
under the Securities Act of 1933, as amended (the "Securities Act"), unless     
acquired by an "affiliate" (as defined in the Securities Act) of the Company,   
which shares will be subject to resale limitations of Rule 144 promulgated      
under the Securities Act ("Rule 144"). The remaining 66,667 shares outstanding  
upon completion of the Stock Offering will not have been registered under the   
Securities Act and are restricted securities within the meaning of Rule 144     
("Restricted Shares"), except that such shares, the shares of Common Stock      
issuable upon conversion of Trump's and TTMI's limited partnership interest in  
THCR Holdings and the shares issuable under the warrant to be issued to Trump   
have or will have certain registration rights. See "Description of the THCR     
Holdings Partnership Agreement--Exchange and Registration Rights." Restricted   
Shares cannot be sold publicly in the absence of such registration, unless      
sold pursuant to an exemption under the Securities Act, such as the exemption   
provided by Rule 144. The Company, certain stockholders and the directors and   
executive officers of the Company will agree not to issue, sell or otherwise    
dispose of shares of or securities convertible into or                          

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exercisable or exchangeable for Common Stock for a period of 180 days after     
the date of this Prospectus without the prior written consent of DLJ. Upon      
expiration of the applicable lock-up period, the shares covered thereby will    
be eligible for sale subject to the restrictions contained in the Securities    
Act and the rules and regulations promulgated thereunder, including Rule 144.   
Sales of substantial amounts of Common Stock in the public market subsequent    
to the Stock Offering, or the perception that such sales could occur, could     
adversely affect the prevailing market price of the Common Stock and could      
impair the Company's ability to raise capital through the sale of equity        
securities. See "Shares Eligible for Future Sale."                              

TRADING MARKETS; POTENTIAL VOLATILITY OF MARKET PRICE                           

The Common Stock began trading in June 1995, and since that time its price  
has fluctuated substantially. The price at which the Common Stock will trade    
in the future will depend upon a number of factors, including, without          
limitation, the Company's historical and anticipated operating results          
(including the timing of the openings related to the various expansion          
projects), overall Atlantic City gaming results and general market and          
economic conditions, several of which factors are beyond the control of the     
Company. In addition, factors such as quarterly fluctuations in the Company's   
financial and operating results, announcements by the Company or others, and    
developments affecting the Company, its customers, the Atlantic City or Great   
Lakes markets or the gaming industry generally, could cause the market price    
of the Common Stock to fluctuate substantially. See "Price Range of Common      
Stock."                                                                         

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USE OF PROCEEDS 

The net proceeds to the Company from the Stock Offering, after payment of   
underwriting discounts, are estimated to be $369.3 million ($424.7 million if   
the Underwriters' over-allotment option is exercised in full). In connection    
with the Merger Transaction, the proceeds from the Stock Offering, together     
with the proceeds from the Mortgage Note Offering, will be used as set forth    
below.                                                                          

The following table sets forth the anticipated sources and uses of funds for
the Merger Transaction (assuming an April 15, 1996 consummation):               

(DOLLARS IN MILLIONS) 

ANTICIPATED SOURCES OF FUNDS                                                    

                                                                [Download Table]

CASH SOURCES                      
                                  
Stock Offering........... $  390.6
Mortgage Note Offering...  1,200.0
                          --------
 Total Cash Sources......  1,590.6
                          --------

ANTICIPATED USES OF FUNDS                                                       

                                                                [Download Table]

CASH USES                              
                                       
Redeem Taj Bonds(a)........... $  794.4
Retire Plaza Notes............    370.0
Satisfy NatWest Loan..........     36.5
Exercise Trump Plaza East              
 Purchase Option..............     28.0
Financing Fees and Expenses...     57.3
Payment to First Fidelity.....     50.0
Payment to Bankers Trust......     10.0
Acquisition of Taj Holding             
 Class A Common Stock.........     31.5
Redeem Taj Holding Class B             
 Common Stock.................      0.4
Transaction Fees and                   
 Expenses.....................     30.0
Working Capital/General                
 Corporate Purposes...........    182.5
                               --------
 Total Cash Uses..............  1,590.6
                               --------
                                                                [Download Table]

NON-CASH SOURCES                                             
                                                             
Common Stock Equivalents to be issued to Trump(b)..      40.5
Common Stock to be issued to                                 
 Holders of Taj Holding Class A                              
 Common Stock...................                          9.0
Common Stock to be issued to                                 
 First Fidelity.................                         15.6
                                                     --------
 Total Non-Cash Sources.........                         65.1
                                                     --------
TOTAL SOURCES...................                     $1,655.7
                                                     ========
                                                                [Download Table]
                                        
NON-CASH USES                           
Acquisition of Trump's direct           
 and indirect equity interests          
 in Taj Associates.............     40.5
Common Stock issued to Holders          
 of Taj Holding Class A Common          
 Stock.........................      9.0
Common Stock issued to First            
 Fidelity......................     15.6
                                --------
 Total Non-Cash Uses...........     65.1
                                --------
TOTAL USES..................... $1,655.7
                                ========

---------------------                                                           
(a) Includes the Additional Amount (as defined) through April 15, 1996. See     
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."                                                         
(b) Represents the value of the shares of Common Stock into which the limited   
partnership interests in THCR Holdings to be issued to Trump and TTMI, a
corporation wholly owned by Trump, in connection with the Merger        
Transaction will be convertible.                                        

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PRICE RANGE OF COMMON STOCK 

The Common Stock is listed on the NYSE under the symbol "DJT." The initial  
public offering price of the Common Stock was $14.00 per share. The following   
table reflects the high and low sales prices of the Common Stock as reported    
by the NYSE.                                                                    

                                                                [Download Table]

                                                              HIGH     LOW  
                                                             ------- -------
                                                                            
1995                                                                        
----                                                                        
First quarter............................................... N/A     N/A    
Second quarter (from June 7, 1995).......................... $14 1/4 $11 3/8
Third quarter............................................... $19 3/4 $13    
Fourth quarter.............................................. $21 5/8 $14    
1996                                                                        
----                                                                        
First quarter............................................... $29 1/4 $18 3/4
Second quarter (through April 11, 1996)..................... $35 1/8 $29    

On April 11, 1996, the last sales price of the Common Stock reported on the 
NYSE was $31 1/4. As of April 5, 1996, there were approximately 230 holders of  
record of Common Stock.                                                         

Trump is the sole beneficial owner of all 1,000 outstanding shares of Class 
B Common Stock. No established trading market exists for the Class B Common     
Stock, and no shares of Class B Common Stock have been transferred since their  
issuance to Trump. Following the Merger Transaction, Trump and TTMI will each   
own Class B Common Stock; because Trump wholly owns TTMI, Trump will remain     
the sole beneficial owner of all outstanding shares of Class B Common Stock.    

DIVIDEND POLICY 

The Company has never paid a dividend on the Common Stock and does not      
anticipate paying one in the foreseeable future. The payment of any future      
dividends will be at the discretion of the Board of Directors and will depend   
upon, among other things, the Company's financial condition and capital needs,  
legal restrictions on the payment of dividends, contractual restrictions in     
financing agreements and other factors deemed pertinent by the Board of         
Directors. See "Risk Factors--Restrictions on Certain Activities." It is the    
current policy of the Board of Directors to retain earnings, if any, for use    
in the Company's subsidiaries' operations (except as set forth in the THCR      
Holdings Partnership Agreement), and the Company otherwise has no current       
intention of paying dividends to the holders of Common Stock. In addition, the  
Senior Note Indenture contains, and the Mortgage Note Indenture will contain,   
certain covenants, including, without limitation, covenants with respect to     
limitations on the payment of dividends, which limitations would limit the      
Company's ability to obtain funds from THCR Holdings and Trump AC,              
respectively, with which to pay dividends. Pursuant to these indentures there   
are restrictions on the payment of dividends unless, among other things, (i)    
no default or event of default has occurred and is continuing under the         
indentures subject to certain exceptions, (ii) certain entities meet certain    
consolidated financial ratios and (iii) the total amount of the dividends does  
not exceed certain amounts specified in the indentures. See "Business--Certain  
Indebtedness" and "Description of the THCR Holdings Partnership Agreement."     

The Class B Common Stock has no right to receive any dividend or other      
distribution from the Company.                                                  

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CAPITALIZATION  

The following table sets forth the capitalization as of December 31, 1995 of
Taj Associates, the Company, Taj Associates and the Company on a combined       
basis and the Company as adjusted to give effect to the Merger Transaction.     
This table should be read in conjunction with the Company's consolidated        
financial statements and notes thereto and Unaudited Pro Forma Financial        
Information included elsewhere in this Prospectus.                              

                                                                [Download Table]

                                   AS OF DECEMBER 31, 1995                     
                          ---------------------------------------------------- 
                                ACTUAL                                         
                          ---------------------                                
                             TAJ         THE                                   
                          ASSOCIATES   COMPANY      COMBINED        PRO FORMA  
                          ----------   --------    ----------       ---------- 
                                   (DOLLARS IN THOUSANDS)                      
                                                                               
Cash:                                                                          
  Total cash.............  $ 88,941    $ 19,208    $  108,149       $  282,944 
                           ========    ========    ==========       ========== 
Debt (including current                                                        
 maturities):                                                                  
  Total debt.............  $826,215(a) $500,720(b) $1,326,935(a)(b) $1,371,749 
                           --------    --------    ----------       ---------- 
Minority Interest........       --          --            --            30,500 
                           --------    --------    ----------       ---------- 
Stockholders' Equity:                                                          
  Common Stock, $.01 par                                                       
   value, 50,000,000                                                           
   shares authorized,                                                          
   10,066,667 shares                                                           
   issued and outstanding                                                      
   (23,377,718 shares(c)                                                       
   on a pro forma                                                              
   basis)................       --          101           101              234 
  Class B Common Stock,                                                        
   $.01 par value, 1,000                                                       
   shares authorized,                                                          
   issued and                                                                  
   outstanding...........       --          --            --               --  
  Preferred Stock, $1.00                                                       
   par value, 1,000,000                                                        
   shares authorized,                                                          
   none were issued and                                                        
   outstanding...........       --          --            --               --  
  Contributed                                                                  
   Capital/Additional                                                          
   Paid-in Capital.......   123,765      52,411       176,176          430,776 
  Accumulated deficit....   (84,130)     (1,921)      (86,051)         (56,035)
                           --------    --------    ----------       ---------- 
    Total Capital/Total                                                        
     Stockholders'                                                             
     Equity..............    39,635      50,591        90,226          374,975 
                           --------    --------    ----------       ---------- 
      Total Capitaliza-                                                        
       tion..............  $865,850    $551,311    $1,417,161       $1,777,224 
                           ========    ========    ==========       ========== 

---------------------                                                           
(a) Does not include unamortized discount of $131,103.                          
(b) Does not include unamortized discount of $3,348.                            
(c) Does not include (i) 6,680,723 shares of Common Stock (subject to certain   
 adjustments) issuable to Trump upon conversion of his limited partnership
 interest in THCR Holdings; (ii) 1,391,584 shares of Common Stock (subject
to certain adjustments) issuable to TTMI, a corporation wholly owned by 
Trump, upon conversion of its limited partnership interests in THCR     
Holdings; (iii) 133,333 shares of Common Stock issuable upon exercise of
 options granted to the Chief Executive Officer of the Company pursuant to
the 1995 Stock Plan; (iv) a phantom stock unit award (representing the  
right to receive 66,666 shares of Common Stock on June 12, 1997) granted
to the Chief Executive Officer of the Company pursuant to the 1995 Stock
 Plan; (v) 733,334 additional shares reserved for issuance pursuant to the
1995 Stock Plan; (vi) 1,800,000 shares of Common Stock underlying the   
warrant to be issued to Trump in connection with the Merger Transaction 
(a) 600,000 shares of which may be purchased on or before the third     
anniversary of the issuance of the warrant at $30.00 per share, (b)     
600,000 shares of which may be purchased on or before the fourth        
anniversary of the issuance of the warrant at $35.00 per share, and (c) 
600,000 shares of which may be purchased on or before the fifth         
anniversary of the issuance of the warrant at $40.00 per share; or (vii)
any shares of Common Stock which may be issued in the Merger. Also      
excludes shares of Class B Stock of the Company held and to be held by  
Trump and TTMI which represent non-economic voting interest in the      
Company. Includes an estimation of the number of fractional shares of   
Common Stock to be issued in the Merger.                                

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SELECTED HISTORICAL 
CONSOLIDATED FINANCIAL INFORMATION  

THE COMPANY                                                                     

The following table sets forth certain historical consolidated financial    
information of Plaza Associates and Trump AC (predecessors of the Company) for  
each of the years ended December 31, 1991 through 1994 and for the period       
January 1, 1995 through June 12, 1995 and certain historical consolidated       
financial information of the Company for the period from inception (June 12,    
1995) to December 31, 1995 (See Note 1 below). The historical financial         
information of Trump AC and Plaza Associates as of December 31, 1994 and June   
12, 1995 and for the years ended December 31, 1993 and 1994 for the period      
January 1, 1995 through June 12, 1995 as set forth below has been derived from  
the audited consolidated financial statements of Trump AC and Plaza Associates  
included elsewhere in this Prospectus. The historical financial information of  
Trump AC and Plaza Associates as of December 31, 1991, 1992 and 1993 and for    
the years ended December 31, 1991 and 1992 as set forth below has been derived  
from the audited consolidated financial statements of Trump AC and Plaza        
Associates not included in this Prospectus. The historical financial            
information of the Company as of December 31, 1995 and for the period from      
inception (June 12, 1995) through December 31, 1995 as set forth below has      
been derived from the audited consolidated financial statements of the Company  
included elsewhere in this Prospectus. All financial information should be      
read in conjunction with "Management's Discussion and Analysis of Financial     
Condition and Results of Operations," "Unaudited Pro Forma Financial            
Information" and the consolidated and condensed financial statements and the    
related notes thereto included elsewhere in this Prospectus.                    

                                                        [Enlarge/Download Table]

                                    TRUMP AC AND PLAZA ASSOCIATES                                 
                                                                                    THE COMPANY   
                                                                                  FROM INCEPTION  
                                                                                  (JUNE 12, 1995) 
                                                                                        TO        
                                                                      FROM       DECEMBER 31, 1995
                              YEARS ENDED DECEMBER 31,           JANUARY 1, 1995     (NOTE 1)     
                         --------------------------------------      THROUGH     -----------------
                           1991      1992      1993      1994     JUNE 12, 1995        1995       
                         --------  --------  --------  --------  --------------- -----------------
                                                  (DOLLARS IN THOUSANDS)                          
                                                                                                  
STATEMENT OF OPERATIONS                                                                           
 DATA:                                                                                            
Revenues:                                                                                         
 Gaming................. $233,265  $265,448  $264,081  $261,451     $122,865         $175,208     
 Other..................   66,411    73,270    69,203    66,869       29,523           44,659     
 Trump World's Fair                                                                               
  (formerly Trump                                                                                 
  Regency Hotel)........   11,547     9,465       --        --           --               --      
                         --------  --------  --------  --------     --------         --------     
 Gross revenues.........  311,223   348,183   333,284   328,320      152,388          219,867     
 Promotional                                                                                      
  allowances............   31,539    34,865    32,793    33,257       14,540           24,394     
                         --------  --------  --------  --------     --------         --------     
 Net revenues...........  279,684   313,318   300,491   295,063      137,848          195,473     
                         --------  --------  --------  --------     --------         --------     
Costs and expenses:                                                                               
 Gaming.................  133,547   146,328   136,895   139,540       69,467           95,533     
 Other..................   23,404    23,670    24,778    23,380        9,483           14,449     
 General and                                                                                      
  administrative........   69,631    75,459    71,624    73,075       30,081           42,826     
 Depreciation and                                                                                 
  amortization..........   16,193    15,842    17,554    15,653        6,999            9,219     
 Restructuring charges..      943     5,177       --        --           --               --      
 Trump World's Fair                                                                               
  (formerly Trump                                                                                 
  Regency Hotel)........   19,879    11,839       --        --           --               --      
                         --------  --------  --------  --------     --------         --------     
 Total costs and                                                                                  
  expenses..............  263,597   278,315   250,851   251,648      116,030          162,027     
                         --------  --------  --------  --------     --------         --------     
Income from operations..   16,087    35,003    49,640    43,415       21,818           33,446     
Interest expense, net...   33,363    31,356    39,889    48,219       22,113           31,273     
Other non-operating                                                                               
 expense(a).............   14,818     1,462     3,873     4,931        1,649            4,094     
Extraordinary (loss)                                                                              
 gain(b)................      --    (38,205)    4,120       --        (9,250)             --      
Provision (benefit) for                                                                           
 income taxes...........   (2,864)     (233)      660      (865)        (161)             --      
                         --------  --------  --------  --------     --------         --------     
Net income (loss)....... $(29,230) $(35,787) $  9,338  $ (8,870)    $(11,033)        $ (1,921)    
                         ========  ========  ========  ========     ========         ========     
Net (loss) per common                                                                             
 share(c)...............                                                                $(.19)    
                                                                                        =====     
BALANCE SHEET DATA (AT                                                                            
 END OF PERIOD):                                                                                  
Cash and cash                                                                                     
 equivalents............ $ 10,474  $ 18,802  $ 14,393  $ 11,144     $ 28,125         $ 19,208     
Property and equipment,                                                                           
 net....................  306,834   300,266   293,141   298,354      301,316          408,231     
Total assets............  378,398   370,349   374,498   375,643      394,085          584,545     
Total long-term debt,                                                                             
 net of current                                                                                   
 maturities(d)..........   33,326   249,723   395,948   403,214      331,142          494,471     
Preferred partnership                                                                             
 interest...............      --     58,092       --        --           --               --      
Total capital                                                                                     
 (deficit)..............   54,043    11,362   (54,710)  (63,580)     (74,613)          50,591     

------------------                                                              
Note 1: The Company was incorporated on March 28, 1995 and conducted no         
operations until the June 1995 Stock Offering and contributed the proceeds  
therefrom to THCR Holdings in exchange for an approximately 60% general     
partnership interest in THCR Holdings. At the consummation of the June 1995 
Stock Offering, Trump contributed his 100% beneficial interest in Plaza     
Funding. Trump AC and Plaza Associates, the owner and operator of Trump     
Plaza, to THCR Holdings for an approximate 40% limited partnership interest 
in THCR Holdings. In addition, Trump contributed to THCR Holdings all of his
existing interests and rights to new gaming activities in both emerging and 
established gaming jurisdictions, including Trump Indiana. The financial    
data as of December 31, 1995 and for the period ended December 31, 1995     
reflect the operations of the Company from inception (June 12, 1995) to     
December 31, 1995.                                                          
                                                 (footnotes on following page)

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(a) Other non-operating expense for the year ended December 31, 1991 includes   
a $10.9 million charge associated with the rejection of the lease       
associated with the former Trump Regency Hotel and $4.0 million of costs
associated with certain litigation. Other non-operating expense for 1992
includes $1.5 million of costs associated with certain litigation. Other
  non-operating expense for the years ended December 31, 1993, 1994, for the
period January 1, 1995 through June 12, 1995 and for the period June 12,
  1995 through December 31, 1995 includes $3.9, $4.9, $1.6 and $2.1 million,
  respectively, of real estate taxes and leasing costs associated with Trump
Plaza East.                                                             
(b) The extraordinary loss for the year ended December 31, 1992 consists of     
  the effect of stating Plaza Funding's Preferred Stock issued at fair value
  as compared to the carrying value of these securities and the write off of
certain deferred financing charges and costs. The excess of the carrying
value of a note obligation over the amount of the settlement payment net
 of related prepaid expenses in the amount of $4,120,000 has been reported
as an extraordinary gain for the year ended December 31, 1993. The      
extraordinary loss of $9,250,000 for the period from January 1, 1995    
through June 12, 1995 relates to the redemption of the PIK Notes and PIK
 Note Warrants and the write off of related unamortized deferred financing
costs.                                                                  
(c) Earnings per share is based upon weighted average shares outstanding,       
shares and phantom stock units awarded to the Chief Executive Officer of
the Company under the 1995 Stock Plan and common stock equivalent. The  
shares of Class B Common Stock owned by Trump have no economic interest 
and, therefore, are not considered.                                     
(d) Reflects reclassification in 1991 of indebtedness relating to outstanding   
mortgage bonds as a current liability due to then existing events of    
default.                                                                

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TAJ ASSOCIATES                                                                  

The following table sets forth certain historical consolidated financial    
information of Taj Associates for each of the five years ended December 31,     
1991 through 1995. The historical financial information of Taj Associates as    
of December 31, 1993, 1994 and 1995, and for the years ended December 31,       
1993, 1994 and 1995 as set forth below has been derived from the audited        
consolidated financial statements of Taj Associates included elsewhere in this  
Prospectus. The historical financial information of Taj Associates as of        
December 31, 1991, 1992 and 1993, and for the years ended December 31, 1991     
and 1992 as set forth below has been derived from the audited consolidated      
financial statements of Taj Associates not included in this Prospectus.         

All financial information should be read in conjunction with "Management's  
Discussion and Analysis of Financial Condition and Results of Operations--Taj   
Associates," "Unaudited Pro Forma Financial Information" and the consolidated   
and condensed financial statements and related notes thereto included           
elsewhere in this Prospectus.                                                   

                                                                [Download Table]

                                       YEAR ENDED DECEMBER 31,                  
                          ----------------------------------------------------- 
                            1991       1992       1993       1994       1995    
                          ---------  ---------  ---------  ---------  --------- 
                                           (IN THOUSANDS)                       
                                                                                
STATEMENT OF OPERATIONS                                                         
 DATA:                                                                          
 Revenues:                                                                      
 Gaming.................  $ 380,997  $ 414,045  $ 442,064  $ 461,622  $ 501,378 
 Other..................    111,251    116,958    113,291    117,738    116,368 
                          ---------  ---------  ---------  ---------  --------- 
  Gross Revenues........    492,248    531,003    555,355    579,360    617,746 
 Promotional                                                                    
  allowances............     53,935     61,250     56,444     62,178     63,998 
                          ---------  ---------  ---------  ---------  --------- 
  Net Revenues..........    438,313    469,753    498,911    517,182    553,748 
 Costs and Expenses:                                                            
 Gaming.................    204,513    227,394    237,566    260,472    283,786 
 Other..................     39,181     39,125     40,605     40,697     39,842 
 General and                                                                    
  Administrative........    100,191     98,819     99,424     99,629     96,843 
 Depreciation and                                                               
  Amortization..........     36,202     36,388     36,858     39,750     43,387 
 Restructuring costs....     26,398        --         --         --         --  
                          ---------  ---------  ---------  ---------  --------- 
 Income from                                                                    
  operations............     31,828     68,027     84,458     76,634     89,890 
                          ---------  ---------  ---------  ---------  --------- 
 Net interest expense...   (100,683)  (103,126)  (106,997)  (113,292)  (116,513)
 Extraordinary gain(a)..    259,618        --         --         --         --  
                          ---------  ---------  ---------  ---------  --------- 
 Net Income (loss)......  $ 188,513  $ (35,099) $ (22,539) $ (36,658) $ (26,623)
                          =========  =========  =========  =========  ========= 
 Balance Sheet Data (at                                                         
  end of period):                                                               
 Cash and cash                                                                  
  equivalents...........  $  22,535  $  34,062  $  58,044  $  61,196  $  88,941 
 Property and equipment-                                                        
  net...................    766,135    742,129    722,834    706,785    690,987 
 Total assets...........    814,051    802,556    811,508    807,612    821,793 
 Total long-term debt,                                                          
  net of current                                                                
  maturities............    573,844    595,682    625,765    656,701    694,192 
 Total capital..........    167,837    130,913    106,641     67,812     39,635 

--------                                                                        
(a) The extraordinary gain of $259,618 for the year ended December 31, 1991     
reflects a $204,276 accounting adjustment to carry the Old Taj Bonds at 
 fair market value based on current interest rates at the date of issuance
(effective rate of approximately 18%), and $20,000 related to settlement
of the subcontractors' note payable, with the balance representing a    
discharge of accrued interest on indebtedness.                          

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

GENERAL                                                                         

As the Company commenced operations on June 12, 1995 and its results of     
operations are primarily those of Plaza Associates, a discussion and analysis   
of the financial condition and results of operations of Plaza Associates is     
set forth below. Neither the Company nor any of its subsidiaries has any        
significant operating history, other than Plaza Associates, although THCR       
Holdings has incurred certain expenses including interest on the Senior Notes   
and Trump Indiana has incurred significant expenses relating to the             
development of the Indiana Riverboat. See "--Liquidity and Capital Resources".  
The partnership agreement governing THCR Holdings provides that all business    
activities of the Company must be conducted through THCR Holdings or            
subsidiary partnerships or corporations. Also set forth below is a discussion   
and analysis of the financial condition and results of operations of Taj        
Associates.                                                                     

PLAZA ASSOCIATES                                                                

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994        

Gaming revenues were $298.1 million for the year ended December 31, 1995, an
increase of $36.6 million or 14.0% from gaming revenues of $261.5 million in    
1994. This increase in gaming revenues consisted of an increase in both table   
games and slot revenues. While 1994 was adversely affected by unfavorable       
winter weather, construction and management turnover, management believes that  
the increase in gaming revenues in 1995 is also due to an increased level of    
demand evident in the Atlantic City market generally, as well as to             
management's marketing and other initiatives, including the introduction of     
new slot machines and table games, the addition of bill acceptors on slot       
machines, an increase in casino floor square footage and an increase in         
promotional allowances.                                                         

Slot revenues were $201.7 million for the year ended December 31, 1995, an  
increase of $33.0 million or 19.5% from $168.7 million in 1994. This increase   
was primarily due to certain factors mentioned in the foregoing paragraph       
including the implementation of an aggressive slot marketing program.           

Table games revenues were $96.4 million for the year ended December 31,     
1995, an increase of $3.6 million or 3.9% from table games revenues of $92.8    
million in 1994. This was primarily due to an increase in table games drop      
(i.e., the dollar value of chips purchased) by $27.0 million or 4.5% for the    
year ended December 31, 1995 from 1994.                                         

During the year ended December 31, 1995, gaming credit extended to customers
was approximately 17.7% of overall table play, an increase of approximately     
0.7% from 1994. At December 31, 1995, gaming receivables amounted to            
approximately $13.8 million, an increase of approximately $0.1 million from     
1994, with allowances for doubtful gaming receivables of approximately $7.9     
million, a decrease of approximately $0.6 million from 1994.                    

Other revenues were $74.2 million for the year ended December 31, 1995, an  
increase of $7.3 million or 10.9% from other revenues of $66.9 million in       
1994. Other revenues include revenues from rooms, food and beverage and         
miscellaneous items. This increase primarily reflects increases in food and     
beverage revenues attendant to higher levels of gaming activity and             
promotional allowances and expenses.                                            

Promotional allowances were $38.9 million for the year ended December 31,   
1995, an increase of $5.6 million or 16.8% from $33.3 million in 1994. This     
increase is primarily attributable to an increase in gaming activity.           

Gaming costs and expenses were $164.8 million for the year ended December   
31, 1995, an increase of $25.3 million or 18.1% from gaming costs and expenses  
of $139.5 million in 1994. This increase is primarily due to increased          
promotional and operating expense and taxes associated with increased levels    
of gaming revenues from 1994.                                                   

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General and administrative expenses were $68.6 million for the year ended   
December 31, 1995, a decrease of $4.5 million or 6.2% from general and          
administrative expenses of $73.1 million in 1994. This decrease is primarily    
the result of cost containment measures.                                        

Income from operations was $59.8 million for the year ended December 31,    
1995, an increase of $16.4 million or 37.8% from income from operations of      
$43.4 million in 1994.                                                          

Net interest expense was $43.3 million for the year ended December 31, 1995,
a decrease of $4.9 million or 10.2% from net interest expense of $48.2 million  
in 1994. This decrease is attributable to the retirement of the                 
PIK Notes in June 1995 partly offset by the increased interest expense          
associated with equipment financing and capital leases incurred during 1995.    

Other non-operating expense was $5.7 million for the year ended December 31,
1995, an increase of $0.8 million or 16.3% from non-operating expense of $4.9   
million in 1994. This increase is primarily attributable to costs associated    
with Trump World's Fair.                                                        

The extraordinary loss of $9,250,000 for the year ended December 31, 1995   
relates to the redemption and write-off of unamortized deferred financing       
costs relating to the repurchase and redemption on June 12, 1995 of all of the  
PIK Notes and related PIK Note Warrants.                                        

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993        

Gaming revenues were $261.5 million for the year ended December 31, 1994, a 
decrease of $2.6 million or 1.0% from gaming revenues of $264.1 million in      
1993, although gaming revenues increased for the industry generally in          
Atlantic City for the year ended December 31, 1994 compared to the year ended   
December 31, 1993. This decrease in gaming revenues consisted of a reduction    
in both table games and slot revenues. These results were impacted by a number  
of major ice and snow storms throughout the northeastern United States, during  
the three months ended March 31, 1994 which severely restricted travel in the   
region. Bad weather also impacted the Atlantic City market's results for the    
three months ended March 31, 1993; however, the weather during the comparable   
period in 1994 was much more severe. The decrease in gaming revenues was also   
due in part to disruptions caused by an expansion of the casino floor which     
created operating inefficiencies by temporarily disrupting the normal flow of   
patrons upon entrance to the casino, as well as detracting from the overall     
appearance of the casino floor. Also, in 1994 Trump Plaza experienced turnover  
of certain key management positions which had a negative impact on operations.  
This negative impact was mitigated by the end of 1994 as new management was     
hired and began implementing new policies and marketing programs. See           
"Business--Atlantic City Marketing Strategy--Trump Plaza" and "Management--     
Employment Agreements."                                                         

Slot revenues were $168.7 million for the year ended December 31, 1994, a   
decrease of $1.8 million or 1.1% from slot revenues of $170.5 million in 1993.  
This decrease was due in part to the sensitivity of slot revenues to certain    
of the factors specified in the foregoing paragraph. Plaza Associates elected   
to discontinue certain progressive slot programs, thereby reversing certain     
accruals into revenue which had the effect of improving slot revenue by $0.6    
million for the year ended December 31, 1994.                                   

Table games revenues were $92.8 million for the year ended December 31,     
1994, a decrease of $0.8 million or 0.9% from table games revenues of $93.6     
million in 1993. This decrease was primarily due to a reduction in table games  
drop by $26.7 million or 4.3% for the year ended December 31, 1994 from 1993,   
offset by an increase in the table games hold percentage (the percentage of     
table drop retained by Plaza Associates) to 15.5% for the year ended December   
31, 1994 from 14.9% in 1993.                                                    

During the year ended December 31, 1994, gaming credit extended to customers
was approximately 17% of overall table play, a decrease of 1% from 1993. At     
December 31, 1994, gaming receivables amounted to approximately $13.7 million,  
a decrease of approximately $2.3 million from 1993, with allowances for         
doubtful gaming receivables of approximately $8.5 million, a decrease of        
approximately $1.9 million from 1993.                                           

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Other revenues were $66.9 million for the year ended December 31, 1994, a   
decrease of $2.3 million or 3.3% from other revenues of $69.2 million in 1993.  
This decrease in other revenues primarily reflects decreases in food and        
beverage revenue resulting from changes in bus couponing.                       

Promotional allowances were $33.3 million for the year ended December 31,   
1994, an increase of $0.5 million or 1.5% from $32.8 million in 1993. This      
increase is attributable to increased marketing and promotional activities.     

Gaming costs and expenses were $139.5 million for the year ended December   
31, 1994, an increase of $2.6 million or 1.9% from gaming costs and expenses    
of $136.9 million in 1993. This increase was primarily due to                   
increased marketing costs instituted toward the end of 1994. These marketing    
programs consisted of increased bus programs and direct marketing activities.   
The increase in marketing costs was offset by decreased gaming taxes            
associated with the decreased levels of gaming activity and revenues from       
1993.                                                                           

General and administrative expenses were $73.1 million for the year ended   
December 31, 1994, an increase of $1.5 million or 2.1% from the general and     
administrative expenses of $71.6 million in 1993. This increase resulted        
primarily from $1.1 million in cash associated with donations to the CRDA for   
the year ended December 31, 1994.                                               

Income from operations was $43.4 million for the year ended December 31,    
1994, a decrease of $6.2 million or 12.5% from income from operations of $49.6  
million for 1993.                                                               

Net interest expense was $48.2 million for the year ended December 31, 1994,
an increase of $8.3 million or 20.8% from net interest expense of $39.9         
million in 1993. This increase is primarily attributable to increased interest  
expenses associated with the Plaza Notes and the PIK Notes which were           
outstanding for all of 1994.                                                    

Other non-operating expense was $4.9 million (including $3.1 million of     
leasing costs) for the year ended December 31, 1994, an increase of $1.0        
million or 25.6% from other non-operating expense of $3.9 million in 1993.      
This increase is directly attributable to twelve months of costs associated     
with Trump Plaza East. See Note 6 to the accompanying Financial Statements of   
Trump AC and Plaza Associates.                                                  

TAJ ASSOCIATES                                                                  

The following information has been prepared by Taj Associates and provides  
historical information regarding Taj Associates' operations.                    

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994        

Net revenues were approximately $553.7 million for the year ended December  
31, 1995, an increase of $36.5 million or 7.1% from net revenues of $517.2      
million for the year ended December 31, 1994. This increase was primarily due   
to an increase in gaming revenues.                                              

Gaming revenues comprise the major component of net revenues and consist of 
win from table games, poker, slot machines, horserace simulcasting and keno.    
Total gaming revenues were $501.4 million for the year ended December 31,       
1995, an increase of $39.8 million or 8.6% from total gaming revenues of        
$461.6 million for the year ended December 31, 1994. These revenues represent   
a market share of 13.5% of the Atlantic City gaming market in each of 1995 and  
1994, based on figures filed with the CCC.                                      

Table game win was approximately $201.8 million for the year ended December 
31, 1995, an increase of $17.1 million or 9.3% from table game win of $184.7    
million for the year ended December 31, 1994. Dollars wagered at table games    
were $1,192.2 million for the year ended December 31, 1995, an increase of      
$67.2 million or 6.0% from dollars wagered at table games of $1,125.0 million   
for the year ended December 31, 1994. Table win percentage was 16.9% for the    
year ended December 31, 1995, an increase from 16.4% in 1994. Table             

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win percentage, which represents the percentage of dollars wagered retained by  
Taj Associates, tends to be fairly constant over the long term, but may vary    
significantly in the short term, due to large wagers by "high rollers." The     
win percentage for the year ended December 31, 1995 is significantly above Taj  
Associates' and the industry's historical win percentage, and Taj Associates'   
win percentage could decrease in the future. During the twelve months ending    
December 31, 1994 and 1993, Taj Associates' win percentage was approximately    
16.4% and 16.3% respectively. The Atlantic City average for the years ended     
December 31, 1995, 1994 and 1993 was approximately 15.8%, 15.8% and 15.6%       
respectively. Management believes that a significant factor in Taj Associates'  
table game win being higher than the Atlantic City average is its mix of        
higher hold table games.                                                        

Slot revenues were approximately $279.2 million for the year ended December 
31, 1995, an increase of $21.3 million or 8.3% from slot revenues of $257.9     
million for the year ended December 31, 1994. Dollars wagered in slot machines  
was $3,376.5 million for the year ended December 31, 1995, an increase of       
$436.4 million or 14.8% from dollars wagered in slot machines of $2,940.0       
million for the year ended December 31, 1994. This increase was offset by a     
decrease in slot win percentage to 8.3% in 1995 from 8.8% in 1994. The          
increase in slot machine wagering and the reduced slot win percentage is        
consistent with the industry trend in Atlantic City in recent years.            

In addition to table game and slot revenues, Taj Associates'                
keno/poker/simulcasting operations generated approximately $17.2 million in     
poker revenues, $1.4 million of simulcasting revenue and $1.8 million of keno   
revenue in 1995, compared to $16.3 million of poker revenue, $1.4 million of    
simulcasting revenue and $1.3 million of keno revenue in 1994. Keno operations  
commenced June 15, 1994.                                                        

Increases in gaming revenues during the year ended December 31, 1995 as     
compared to the year ended December 31, 1994 were attributable primarily to     
(i) the increase in dollars wagered on slots relative to the depressed 1994     
levels caused by severe winter weather during the first three months of the     
year, (ii) the increase in dollars wagered on table games and the improved win  
percentage, both of which were substantially attributable to international      
high level players and (iii) the general growth of the Atlantic City market.    

Nongaming revenues consist primarily of room, food, beverage and            
entertainment. For the years ended December 31, 1995 and 1994, these revenues   
totaled $116.4 million and $117.8 million, respectively. Room                   
revenue of approximately $43.3 million in 1995 was the result of an occupancy   
rate of 91.2% and an average room rate of $104.04. In 1994, room revenue of     
$41.8 million was the result of an occupancy rate of 92.4% and an average room  
rate of $99.19.                                                                 

In the food and beverage outlets, Taj Associates generated revenues of      
approximately $57.2 million and $58.0 million during 1995 and 1994,             
respectively. The approximately $0.8 million decrease is primarily              
attributable to the decrease in the average food check to $11.62 in 1995 from   
$11.68 in 1994 and the elimination of the private bar in guest rooms. The       
decrease in food and beverage revenue reflects both fewer complimentaries       
offered to patrons (which are recorded both as revenue and as a promotional     
allowance) and reduced food prices designed to stimulate cash sales.            

The decrease in other revenue of approximately $2.0 million was primarily   
attributable to a decrease in entertainment revenue of approximately $1.6       
million resulting from fewer in-house sponsored events and an increased         
emphasis on promoter sponsored entertainment events in 1995 versus events       
sponsored by Taj Associates in 1994.                                            

Promotional allowances were $64.0 million for the year ended December 31,   
1995, an increase of $1.8 million from promotional allowances of $62.2 million  
for the year ended December 31, 1994. Promotional allowances were 10.4% of      
gross revenues in 1995 compared to 10.7% in 1994, reflecting Taj Associates'    
efforts to increase control over complimentaries while increasing gaming        
revenues.                                                                       

Gaming expenses increased approximately $23.3 million or 9.0% for the year  
ended December 31, 1995 from the year ended December 31, 1994, primarily due    
to increased marketing/promotional costs associated with increased gaming       
revenues. Both room and food and beverage expenses remained generally           
constant. General and administrative expenses decreased primarily due to the    
nonrecurrence of costs for settlement of litigation                             

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which were incurred during 1994. Costs for settlement of litigation for the     
year ended December 31, 1995 decreased by approximately $3.7 million or 100%    
to $0 from the year ended December 31, 1994. Depreciation expense increased in  
1995 compared to 1994 due to increased capital expenditures on replacement      
furniture, fixtures and equipment and the shorter lives associated therewith.   

Total operating expenses as a percentage of net revenue decreased to 83.8%  
for the year ended December 31, 1995 compared to 85.2% for the year ended       
December 31, 1994.                                                              

As a result of the foregoing factors, income from operations was $89.9      
million for the year ended December 31, 1995, an increase of $13.3 million or   
17.3% from income from operations of $76.6 million for the year ended December  
31, 1994.                                                                       

The $5.1 million or 4.4% increase in interest expense is attributable to (i)
the increased amount of principal outstanding resulting from the issuance of    
Taj Bonds to satisfy the Additional Amount (as defined in the Taj Bond          
Indenture) and (ii) the increased accretion of the discount on the Taj Bonds    
as they approach maturity.                                                      

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993        

Net revenues were $517.2 million for the year ended December 31, 1994, an   
increase of $18.3 million or 3.7% from net revenues of $498.9 million for the   
year ended December 31, 1993.                                                   

Gaming revenues, which comprise the major component of total revenues and   
consist of win from table games, poker, slot machines, horserace simulcasting   
and keno, were approximately $461.6 million in 1994, an increase of $19.5       
million or 4.4% from gaming revenues of $442.1 million in 1993. The increase    
in gaming revenues occurred while the overall Atlantic City gaming industry     
experienced an increase in gaming revenue of 3.9%. These revenues represent a   
market share of the Atlantic City market of approximately 13.5% in each of      
1994 and 1993, based on figures filed with the CCC.                             

Table game win was approximately $184.7 million for the year ended December 
31, 1994, an increase of $11.3 million or 6.5% from table game win of $173.4    
million in 1993. Dollars wagered at table games was $1,125.0 million in 1994,   
an increase of $63.0 million or 5.9% from dollars wagered at table games of     
$1,062.0 million in 1993. Table win percentage (i.e., percentage of dollars     
wagered that were retained by Taj Associates) increased to 16.4% in 1994 from   
16.3% in 1993.                                                                  

For the year ended December 31, 1994, slot win was approximately $257.9     
million, a decrease of $2.4 million or 0.9% from slot win of $260.3 million in  
1993. The decrease was largely due to a decrease in the slot                    
win percentage. Slot win percentages were 8.8% in 1994 and 9.3% in 1993.        
Dollars wagered at slot machines were $2,940.1 million in 1994, an increase of  
$82.2 million or 2.9% from the dollars wagered at slot machines of $2,857.9     
million in 1993. The decrease in slot win percentage and the increase in slot   
machine wagering is consistent with the industry trend in Atlantic City in      
recent years.                                                                   

In addition to table game and slot revenues, Taj Associates' newly opened   
keno room and expanded poker/simulcasting operations generated approximately    
$16.3 million of revenues from poker, $1.4 million of revenues from             
simulcasting and $1.3 million of revenues from keno in 1994 compared to         
approximately $7.5 million in poker revenue and $0.8 million in simulcasting    
revenue for the year ended December 31, 1993. Poker/Simulcasting operations     
commenced in June 1993 while keno operations commenced on June 15, 1994.        

Nongaming revenues consist primarily of room, food, beverage and            
entertainment revenues. Nongaming revenues were $117.7 million for the year     
ended December 31, 1994, an increase of $4.4 million or 3.9% from nongaming     
revenues of $113.3 million in 1993. This increase was attributable primarily    
to an increase in food and beverage revenue of approximately $2.1 million or    
3.8%, and an increase in room revenue of approximately $1.2 million or 2.9%.    
Food and beverage revenue and room revenue were $58.0 million and $41.8         
million, respectively, for the fiscal year ended December 31, 1994, an          
increase from food and beverage revenue and room revenue of $56.0 million and   
$40.7 million, respectively, in 1993. The increase in food and beverage         
revenue                                                                         

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was partially attributable to the increase of the average food check to $11.68  
in 1994 from $10.82 in 1993 and the increased banquet functions associated      
with gaming promotions. Room occupancy was 92.4% and 92.5% and the average      
room rate was $99.19 and $96.38 for the years ended December 31, 1994 and       
1993, respectively.                                                             

Promotional allowances were $62.2 million in 1994, an increase of $5.8      
million from promotional allowances of $56.4 million in 1993. Promotional       
allowances were 10.7% of gross revenues in 1994 compared to 10.2% of gross      
revenues in 1993, reflecting the more aggressive marketing posture necessary    
in order to maintain or achieve increases in gaming revenues comparable to      
1993.                                                                           

Gaming expenses were $260.5 million in 1994, an increase of $22.9 million or
9.6% from gaming expenses of $237.6 million in 1993, primarily due to           
increased marketing promotional costs directed at slot machine and table game   
play and operating expenses associated with the new or expanded games of        
poker, simulcasting and keno.                                                   

During the year ended December 31, 1994, room expenses increased slightly   
and food and beverage expenses decreased slightly over the comparable period    
in 1993, reflecting continuing cost controls in this area. General and          
administrative expenses increased slightly, primarily due to costs associated   
with a settlement of outstanding litigation, offset by decreases in real        
property taxes resulting from settlement of appeals. Costs for settlement of    
litigation were approximately $3.7 million in 1994, an increase of $3.7         
million or 100% from 1993. Real property taxes were $12.2 million in 1994, a    
decrease of approximately $4.9 million or 28.7% from real property taxes of     
$17.1 million for 1993. Were it not for these items, costs in this category     
would have increased approximately $2.0 million over the comparable period in   
1993. Depreciation expense increased in 1994 compared to 1993 due to increased  
capital expenditures on replacement furniture, fixtures and equipment and the   
shorter lives associated therewith.                                             

Total operating expenses as a percentage of net revenue increased to 85.2%  
in 1994 from 83.1% in 1993.                                                     

Interest expense was $115.3 million in 1994, an increase of $6.9 million    
from interest expense of $108.4 million in 1993. The increase is attributable   
to the increased amount of principal outstanding resulting from the issuance    
of the Taj Bonds to satisfy the Additional Amount (as defined), the increased   
accretion of discount on the Taj Bonds as they approach maturity and            
professional fees incurred during the first six months of 1994 related to the   
proposed recapitalization, which was not consummated.                           

As a result of the foregoing factors, income from operations was $76.6      
million in 1994, a decrease of $7.9 million or 9.3% from income from            
operations of $84.5 million in 1993.                                            

Taj Associates experienced a net loss of $36.7 million for 1994 as compared 
to a net loss of $22.5 million for 1993.                                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

General. On June 12, 1995, the Company consummated the June 1995 Stock      
Offering of 10 million shares of Common Stock at the offering price of $14.00   
per share, resulting in aggregate gross proceeds to the Company of              
$140,000,000, and THCR Holdings and THCR Funding consummated the June 1995      
Note Offering. The proceeds to the Company from the June 1995 Stock Offering    
were contributed by the Company to THCR Holdings in return for an               
approximately 60% general partnership interest in THCR Holdings. THCR           
Holdings, in turn, has used net proceeds from the June 1995 Offerings through   
December 31, 1995 for the following purposes: (a) repurchase and redemption of  
the PIK Notes and PIK Note Warrants (including accrued interest payable) for    
$86,209,000, (b) exercise of the option to acquire Trump World's Fair (the      
"Trump World's Fair Purchase Option") for $58,150,000, (c) construction costs   
for Trump World's Fair of $13,346,000, (d) construction costs at Trump Plaza    
East of $15,150,000 and (e) construction and land acquisition costs of          
$29,999,000 for the Indiana Riverboat. The balance of the proceeds have been    
and will be used for the completion of the construction at Trump Plaza, Trump   
Plaza East, Trump World's Fair and the Indiana Riverboat, as well as for        
general corporate purposes.                                                     

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The Senior Note Indenture restricts the ability of THCR Holdings to make    
distributions to partners or pay dividends, as the case may be, unless certain  
financial ratios are achieved, and the Mortgage Note Indenture will contain     
further restrictions on Trump AC. Further, given the rapidly changing           
competitive environment and the risks associated with the Company's proposed    
expansion plans, the Company's future operating results are highly conditional  
and could fluctuate significantly. Moreover, as a condition to the June 1995    
Note Offering, THCR Holdings and THCR Funding entered into a Cash Collateral    
and Disbursement Agreement (the "Cash Collateral Agreement") with First Bank    
National Association in its respective capacities as Trustee and Disbursement   
Agent (each as defined therein). The Cash Collateral Agreement called for       
initial deposits to custodial accounts which are restricted in use for (a)      
Trump Indiana for the ship and land projects, (b) Trump Plaza construction      
projects, including the exercise of the Trump World's Fair Purchase Option and  
construction projects at Trump Plaza East and Trump World's Fair and (c) the    
first two interest payments on the Senior Notes. As of December 31, 1995,       
$12,013,000 was restricted for the second interest payment on the Senior Notes  
and is reflected as restricted cash in the Company's condensed consolidated     
balance sheets. The balance of restricted funds as of December 31, 1995         
consisted of approximately $4,001,000 to be used at Trump Indiana and           
approximately $36,029,000 to be used at Trump World's Fair, and such amounts    
are reflected as cash restricted for future construction as a non-current       
asset in the Company's balance sheets. With these restricted funds, as well as  
cash flow from operating activities, and the financings discussed above (some   
of which still remain to be obtained), management believes that sufficient      
funds will be available to complete the projects that are currently in          
development. In addition, Plaza Associates may be obligated to comply with      
certain proposed regulations of the Occupational Safety and Health              
Administration ("OSHA"), if adopted. The Company is unable to estimate the      
cost, if any, to Plaza Associates of such compliance. See "Regulatory           
Matters--Other Laws and Regulations." Further, the ability of Plaza Associates  
to make payments of dividends or distributions (except for payment of           
interest) through Trump AC to THCR Holdings may be restricted by the CCC.       
Similarly, the ability of Trump Indiana to make payments of dividends or        
distributions to THCR Holdings may be restricted by the IGC. See "Regulatory    
Matters."                                                                       

Plaza Associates. Cash flow from operating activities is Plaza Associates'  
principal source of liquidity. Cash flow from operating activities was $26.9    
million for the year ended 1995. The increase of $6.9 million in net cash       
provided by operating activities as compared to 1994 principally reflects       
increased income from operations.                                               

Capital expenditures of $109.8 million for the year ended December 31, 1995 
increased approximately $89.3 million from 1994. Capital expenditures           
attributable to Trump Plaza East were approximately $8.7 million and $24.9      
million for the years ended December 31, 1994 and 1995. Capital expenditures    
attributable to Trump World's Fair were approximately $73.7 million for 1995.   
Capital expenditures for improvements to existing facilities were $11.8         
million and $11.2 million for the years ended December 31, 1994 and 1995. See   
"Business--Facilities and Amenities--Trump Plaza."                              

The Company has approximately $15.7 million in additional consolidated long-
term indebtedness, including, as of December 31, 1995, approximately $3.0       
million due under outstanding mortgage notes described under "Business--        
Properties--Trump Plaza." Approximately $2.9 million of such indebtedness will  
mature through December 31, 1996. Management expects that this debt will be     
repaid with cash from operating activities.                                     

At December 31, 1995, Plaza Associates had combined working capital of $6.6 
million, which included a receivable from the CRDA of $6.0 million for          
reimbursable improvements made to the Trump Plaza East, which                   
receivable is currently the subject of litigation. See "Business--Legal         
Proceedings--Plaza Associates." At December 31, 1994, Plaza Associates had a    
combined working capital deficit totalling $7.1 million, which also included    
such receivable.                                                                

In 1993, Plaza Associates received the approval of the CCC, subject to      
certain conditions, for the expansion of its hotel facilities at Trump Plaza    
East. As part of the Trump Plaza Expansion, management commenced the            

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expansion and renovation of rooms at Trump Plaza East and as of the date        
hereof, the casino and 326 (of 349) hotel rooms and suites had opened. Trump    
World's Fair renovations are scheduled for completion during the second         
quarter of 1996. See "Risk Factors--High Leverage and Fixed Charges," "--       
Atlantic City Properties Expansion," "--The Indiana Riverboat" and "--          
Considerations with Respect to the Acquisition or Development of Additional     
Gaming Ventures."                                                               

As a result of the Trump Plaza Expansion, Plaza Associates will be          
permitted, subject to certain conditions, to increase, and is in the process    
of increasing, Trump Plaza's casino floor space to 90,000 square feet. Plaza    
Associates petitioned the CCC to permit it to increase such space to 100,000    
square feet pursuant to a statutory amendment which became effective January    
25, 1995. In its May 18, 1995 declaratory rulings with respect to this          
petition, the CCC determined, among other things, that the approved hotel       
comprised of Trump Plaza's main tower and Trump Plaza East is permitted to      
contain a maximum of 100,000 square feet of casino space. Plaza Associates      
added to Trump Plaza approximately 9,000 square feet in April 1994, 1,000       
square feet in July 1994, and 3,000 square feet in December 1994. At December   
31, 1995, the total casino square footage was approximately 73,600 square       
feet. On February 16, 1996, an additional approximately 17,000 square feet of   
casino space was opened at Trump Plaza and Trump Plaza East.                    

Pursuant to the Trump Plaza East Purchase Option, which expires on June 30, 
1998, Plaza Associates may purchase both the fee and leasehold interest         
comprising Trump Plaza East. See "Management--Compensation Committee            
Interlocks and Insider Participation--Certain Related Party Transactions of     
Trump--Plaza Associates." Until such time as the Trump Plaza East Purchase      
Option is exercised or expires, Plaza Associates is obligated to pay the net    
expenses associated with Trump Plaza East, including, without limitation,       
current real estate taxes (approximately $1.2 million per year based upon       
current assessed valuation) and annual lease payments of $3.1 million per       
year. Under the Trump Plaza East Purchase Option, Plaza Associates has the      
right to acquire Trump Plaza East for a purchase price of $28.0 million         
through December 31, 1996, increasing by $1.0 million annually thereafter       
until expiration on June 30, 1998. In addition, Plaza Associates has the right  
of first offer upon any proposed sale of all or any portion of the fee          
interest in Trump Plaza East during the term of the Trump Plaza East Purchase   
Option (the "Right of First Offer"). Under the terms of the Trump Plaza East    
Purchase Option, if Plaza Associates defaults in making payments due under the  
terms of the Trump Plaza East Purchase Option, Plaza Associates would be        
liable to the grantor of the Trump Plaza East Purchase Option for the sum of    
(a) the present value of all remaining payments to be made by Plaza Associates  
pursuant to the Trump Plaza East Purchase Option during the term thereof and    
(b) the cost of demolition of all improvements then located at Trump Plaza      
East unless such improvements had been accepted in writing by the grantor. See  
"Risk Factors-- Atlantic City Properties Expansion." Plaza Associates intends   
to exercise the Trump Plaza East Purchase Option in connection with the Merger  
Transaction.                                                                    

Management believes that the net proceeds of the June 1995 Offerings and    
equipment financings allocated to Trump Plaza East and cash flow from           
operations should be sufficient to complete the planned renovations of Trump    
Plaza East at a remaining cost, at December 31, 1995, of approximately $8.7     
million. Pursuant to the Right of First Offer, Plaza Associates has ten days    
after receiving written notice from the grantor of the proposed sale to commit  
to exercise the right to acquire Trump Plaza East at the lesser of the          
proposed sale price and the applicable exercise price under the Trump Plaza     
East Purchase Option. If Plaza Associates commits to exercise the Right of      
First Offer, it has ten days from the date of the commitment to deposit         
$3,000,000 with the grantor, to be credited towards the purchase price or to    
be retained by the grantor if the closing, through no fault of the grantor,     
does not occur within ninety days (or, subject to certain conditions, 120       
days) of the date of the commitment. There can be no assurance that Plaza       
Associates would have the liquidity necessary to exercise its Right of First    
Offer on a timely basis should it be required; however, a portion of the        
proceeds from the Offerings will be used to exercise the Trump Plaza East       
Purchase Option.                                                                

Approximately $58 million of the net proceeds of the June 1995 Offerings    
were used to exercise the Trump World's Fair Purchase Option. Management        
believes that the net proceeds of the June 1995 Offerings, together with        
additional equipment financing, will be sufficient to fund the additional       
approximately $42.5 million required to complete renovation of and open Trump   
World's Fair in the second quarter of 1996, although there                      

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can be no assurance given to that effect. Associated with the opening of Trump  
World's Fair, management anticipates incurring approximately $5.3 million of    
pre-opening costs, which will be expensed at the time of its opening.           

Pursuant to the terms of an agreement, dated January 24, 1993, between Plaza
Associates and Trump Plaza Management Corp. ("TPM") (the "TPM Services          
Agreement"), in consideration for services provided, Plaza Associates pays TPM  
each year an annual fee of $1.0 million in equal monthly installments and       
reimburses TPM on a monthly basis for all reasonable out-of-pocket expenses     
incurred by TPM in performing its obligations under the TPM Services            
Agreement, up to certain amounts. Approximately $1.3 million, $1.3 million and  
$1.2 million of payments under the TPM Services Agreement were expensed for     
the years ended December 31, 1995, 1994 and 1993, respectively. Payments        
received under the TPM Services Agreement are currently pledged by TPM to       
secure lease payments for a helicopter that TPM makes available to Plaza        
Associates. Pending approval by the lessor of the helicopter, it is currently   
contemplated that the stock of TPM will be transferred by Trump to THCR         
Holdings, which will in turn assume the lease and related obligations. See      
"Management-- Compensation Committee Interlocks and Insider Participation--     
Certain Related Party Transactions of Trump--Plaza Associates."                 

Trump Indiana. Pursuant to the terms of the certificate of suitability      
issued to Trump Indiana, Trump Indiana must comply with certain statutory and   
other requirements imposed by the IGC. Failure to comply with the foregoing     
conditions and/or failure to commence riverboat excursions by June 28, 1996,    
may result in the revocation of the certificate of suitability. There can be    
no assurance that the Company and/or Trump Indiana will be able to comply with  
the terms of the certificate of suitability or that a riverboat owner's         
license will ultimately be granted. The Company anticipates that its riverboat  
owner's license (which would supersede the certificate of suitability) would    
impose substantially similar conditions on the operations of the Indiana        
Riverboat to those set forth in the certificate of suitability, although no     
assurances may be made.                                                         

In addition to the approximately $84 million anticipated to be spent prior  
to commencing the operations of the Indiana Riverboat in the second quarter of  
1996, during its initial five-year license term, an additional $69 million of   
funds (consisting of approximately $48 million for the construction of a hotel  
and other amenities and $21 million for infrastructure improvements and other   
municipal uses) will be required to be spent by Trump Indiana in connection     
with the Indiana Riverboat facility and related commitments, including          
commitments required in connection with the licensure process. The sources of   
the initial $84 million include, and are anticipated to include: $34 million    
from the proceeds of the June 1995 Offerings, $17.5 million from vessel         
financing, $10 million from slot machine financing, $12.5 million from a        
mortgage on Trump Indiana's interest in the Buffington Harbor site and/or from  
a working capital facility and $10 million from operating leases. Trump         
Indiana has received commitments for $17.5 million in vessel financing and      
nearly $2 million in equipment financing and has signed a letter of intent for  
an additional $14.2 million in equipment financing (including approximately $8  
million for slot machines). Trump Indiana is seeking commitments for the        
additional financing required to commence the operations of the Indiana         
Riverboat. The remaining $69 million required to be spent over the initial      
five-year license term is expected to be funded with cash from operations or    
additional borrowings. See "Risk Factors--The Indiana Riverboat."               

Trump Indiana is a party to a loan and security agreement, as amended, with 
debis Financial Services, Inc. ("dFS") pursuant to which dFS will provide,      
subject to the terms and conditions thereof, $17.5 million in financing for     
the gaming vessel. As of April 5, 1996, dFS had provided Trump Indiana with     
approximately $15.1 million pursuant to such agreement.                         

Trump Indiana and Barden entered into the BHR Agreement relating to the     
formation of BHR. Pursuant to the BHR Agreement, BHR will own, develop and      
operate all common land-based and waterside operations in support of each of    
Trump Indiana's and Barden's separate riverboat casinos at Buffington Harbor.   
Trump Indiana and Barden will each be equally responsible for the development   
and operating expenses of BHR. Upon its formation, BHR was capitalized with     
the contribution by Trump Indiana of ownership of the Buffington Harbor site    
and the contribution by Barden of $6.75 million. Barden has subsequently        
contributed approximately $14                                                   

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million for construction costs to equal the costs previously funded by Trump    
Indiana; thereafter, Trump Indiana and Barden will share all of the             
development and operating expenses of BHR equally. There can be no assurance    
that the Company or Trump Indiana will be able to fund from operations or to    
finance on terms satisfactory to the Company or Trump Indiana any future        
required expenditures or, if available, other such indebtedness would be        
permitted under existing debt instruments of the Company. Furthermore, the      
Company will also be dependent on the ability of Barden to pay for its share    
of the development and operating expenses of BHR and there can be no assurance  
that Barden will be able to fund such expenses. Associated with the opening of  
the Indiana Riverboat, management anticipates incurring $5.75 million of pre-   
opening costs, which will be expensed at the time of the opening. See "Risk     
Factors--The Indiana Riverboat."                                                

The Company (without its subsidiaries). The Company has no independent means
of generating revenues and its sole source of liquidity is distributions and    
other permitted payments from THCR Holdings. As of December 31, 1995, the       
Company did not have any long or short-term indebtedness and is not             
anticipated to have any in the near future. THCR Holdings has agreed that all   
expenses of the Company shall, to the maximum extent practicable, be paid       
directly by THCR Holdings. Any other expenses paid directly by the Company are  
required to be reimbursed promptly by THCR Holdings and are deemed to be        
expenses of THCR Holdings. Any other projects pursued by the Company in the     
future would require additional funds. There can be no assurance that           
sufficient funds will be available either from cash generated by operating      
activities or from additional financing sources for such projects.              

Trump AC. Giving pro forma effect to the consolidation of Taj Associates and
the other elements of the Merger Transaction, Trump AC will have approximately  
$1.2 billion of indebtedness for borrowed money on a consolidated basis,        
principally representing the Mortgage Notes. See "Capitalization" and           
"Unaudited Pro Forma Financial Information."                                    

Taj Associates. Following the consummation of the Merger Transaction,       
management plans to undertake an expansion plan of the Taj Mahal, which plans   
are preliminary and subject to modification. It is currently expected that the  
expansion will be principally funded out of cash from operations of the         
Atlantic City Properties and is scheduled to be completed in phases from the    
first quarter of 1997 through early 1998. The Taj Mahal Expansion, as           
currently contemplated, involves the construction of an approximately 800 room  
hotel tower adjacent to the Taj Mahal's existing hotel tower, an approximately  
2,000 space expansion of the Taj Mahal's existing self-parking facilities,      
conversion of the Mark Etess Arena into a new 60,000 square foot circus-themed  
casino with 2,500 slot machines, and construction of a new arena on a surface   
parking area located adjacent to the Taj Mahal. See "Risk Factors--Atlantic     
City Property Expansion."                                                       

In addition, the Taj Mahal is adding three new nationally recognized themed 
restaurants: the Hard Rock Cafe, the Rainforest Cafe and the All Star Cafe.     
Construction costs for each of the themed restaurants will be the obligation    
of the lessees. However, the lease for the Rainforest Cafe will require Taj     
Associates to contribute $2.5 million towards construction after the project    
is completed and the restaurant opens for business.                             

Capital expenditures by Taj Associates totaled approximately $26.5 million, 
$23.0 million and $16.8 million for the years ended 1995, 1994 and 1993,        
respectively. Major 1995 capital expenditures included the replacement of slot  
machines with new slot machines having bill acceptors, hotel room renovations,  
opening the Dragon Room (an Asian themed table gaming area), new telephone      
reservation equipment, continued casino floor reconfiguration, carpet           
replacement, casino signage and limousine replacements. Major 1994 capital      
expenditures included the expansion of the poker room, the addition of the      
game of keno to the casino floor, relocation of the lobby cocktail lounge,      
construction of a new slot player's club, continued casino floor                
reconfiguration, purchase of new slot machines and hotel room renovations.      
Major 1993 capital expenditures included parking garage upgrades, restaurant    
and room renovations, carpet replacement and ongoing casino floor               
reconfiguration, including slot machines, completion of the Taj Entertainment   
Complex and modification of existing space to accommodate the new games of      
race simulcasting and poker.                                                    

Taj Associates' capital budget for fiscal 1996 totals approximately $28.6   
million (excluding any amounts to be expended for the Taj Mahal Expansion) and  
is expected to be financed principally by cash from operations.                 

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The budget includes provision for hotel tower and room renovations, completion  
of a program to replace older slot machines, construction of a high end slot    
player gaming area and club, ongoing casino floor reconfiguration and           
limousine replacements. Taj Associates may be obligated to expend up to $30     
million in improvements to the Steel Pier in order to maintain its Coastal      
Area Facilities Review Act ("CAFRA") Permit, which is a condition to its        
casino license. In March 1993, Taj Associates obtained a modification of its    
CAFRA Permit providing for the extension of the required commencement and       
completion dates of these improvements for one year based upon an interim use   
of the Steel Pier for an amusement park. Taj Associates received additional     
one-year extensions, most recently through March 1997, of the required          
commencement and completion dates of the improvements based upon the same       
interim use of the Steel Pier for an amusement park pursuant to a sublease      
with an amusement park operator. See "Business--Properties--Steel Pier." In     
addition, Taj Associates may be obligated to comply with certain proposed       
regulations of OSHA, if adopted. Taj Associates is unable to estimate the       
cost, if any, to Taj Associates of such compliance. See "Regulatory Matters--   
Other Laws and Regulations."                                                    

Taj Associates' capital expenditures historically included a component to   
expand the facility as well as maintain its first class operation.              
Historically, amounts necessary to maintain the first class nature of the       
facility were approximately $6.4 million, $19.2 million and $24.0 million for   
the years ended 1993, 1994 and 1995, respectively. Taj Associates' capital      
budget for fiscal 1996 includes approximately $24.3 million to maintain Taj     
Associates' facilities.                                                         

Except with respect to the Taj Mahal Expansion, management believes that    
following the Merger Transaction, cash from the Atlantic City Properties'       
operations, together with equipment financings, should be sufficient to meet    
anticipated capital and debt service requirements through 1999. The Taj Mahal   
Expansion is expected to depend in part on additional debt financing, for       
which no commitments are in place. In addition, no assurances may be made that  
Trump AC will successfully replace the Working Capital Facility. Finally, Taj   
Associates' obligations to the CCC with respect to the Steel Pier may require   
additional financing. See "Business--Properties." See "Risk Factors--Holding    
Company Structure; No Anticipation of Dividends," "--Risk in Refinancing and    
Repayment of Indebtedness; Need for Additional Financing" and "--Atlantic City  
Properties Expansion."                                                          

SEASONALITY                                                                     

The gaming industry in Atlantic City is seasonal, with the heaviest activity
at Trump Plaza and the Taj Mahal occurring during the period from May through   
September. Consequently, the Company's operating results during the two         
quarters ending in March and December would not likely be as profitable as the  
two quarters ending in June and September. The Company has no operating         
history in Indiana and is unable to predict seasonality with respect to the     
Indiana Riverboat.                                                              

INFLATION                                                                       

There was no significant impact on Plaza Associates' or Taj Associates'     
respective operations as a result of inflation during 1995, 1994 or 1993.       

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UNAUDITED PRO FORMA FINANCIAL INFORMATION 
TRUMP HOTELS & CASINO RESORTS, INC. AND SUBSIDIARIES  
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 

The Unaudited Pro Forma Consolidated Balance Sheet of the Company as of     
December 31, 1995 and the Unaudited Pro Forma Consolidated Statement of         
Operations for the year ended December 31, 1995 (the "Unaudited Pro Forma       
Financial Statements") are set forth below.                                     

The Unaudited Pro Forma Consolidated Balance Sheet has been prepared        
assuming the Merger Transaction had occurred on December 31, 1995. The          
Unaudited Pro Forma Consolidated Statement of Operations have been prepared     
assuming that the Merger Transaction had occurred on January 1, 1995.           

The Unaudited Pro Forma Financial Statements are presented for informational
purposes only and do not purport to present what the Balance Sheet would have   
been had the Merger Transaction, in fact, occurred on December 31, 1995 or      
what the results of operations for the year ended December 31, 1995 would have  
been had the Merger Transaction, in fact, occurred on January 1, 1995 or to     
project the results of operations for any future period.                        

The Unaudited Pro Forma Consolidated Balance Sheet and Statement of         
Operations of the Company each give effect to (a) the consolidation of Taj      
Associates, which will be an indirect subsidiary of the Company after the       
Merger Transaction, (b) the redemption of the Taj Bonds and the Taj Holding     
Class B Common Stock and the retirement of the Plaza Notes, (c) the Mortgage    
Note Offering, (d) the Stock Offering, (e) purchase accounting adjustments      
required by the Merger, (f) the termination of the Taj Services Agreement, (g)  
the cancellation of payments to Realty Corp. and First Fidelity in connection   
with the acquisition of the Specified Parcels and (h) the payment to Bankers    
Trust to obtain releases of liens that Bankers Trust has with respect to        
certain equity interests in Taj Associates and related guarantees. The          
Unaudited Pro Forma Consolidated Statement of Operations of the Company gives   
effect to (i) the June 1995 Offerings for the full period presented and (ii)    
the Merger Transaction, including those transactions described in (a) through   
(h) above. The accompanying unaudited financial information assumes that the    
underwriters' over-allotment option is not exercised in the Stock Offering.     

The pro forma financial statements do not include (i) the financial         
statements of Taj Holding as Taj Holding will not be an operating entity or     
incur any further costs and (ii) the financial statements of Merger Sub,        
TM/GP, TTMI and TTMC as such companies are not operating entities and have      
incurred no prior costs.                                                        

The Merger is expected to be accounted for as a "purchase" for accounting   
and reporting purposes.                                                         

The Unaudited Pro Forma Financial Statements should be read in conjunction  
with the Financial Statements and related notes thereto included elsewhere in   
this Prospectus and the information set forth in "Management's Discussion and   
Analysis of Financial Condition and Results of Operations."                     

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UNAUDITED PRO FORMA FINANCIAL INFORMATION 

TRUMP HOTELS & CASINO RESORTS, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1995 
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                     MORTGAGE                     OTHER                   
                                           TAJ         NOTE         STOCK         MERGER                  
                          THE COMPANY   ASSOCIATES   OFFERING      OFFERING    TRANSACTIONS    THE COMPANY
                          ------------ ------------ ----------     --------    ------------    -----------
                          (HISTORICAL) (HISTORICAL)                                            (PRO FORMA)
                                                                                                          
Current Assets:                                                                                           
 Cash and cash equiva-      $ 19,208     $ 88,941   $1,200,000 (a) $359,036(j)  $  (9,900)(g)  $  282,994 
  lents.................                              (780,243)(b)                (10,000)(k)             
                                                          (390)(c)                (50,000)(l)             
                                                      (370,900)(d)                (31,538)(m)             
                                                       (28,000)(e)                                        
                                                       (18,775)(f)                                        
                                                       (46,450)(g)                                        
                                                       (36,500)(h)                                        
                                                        (1,495)(i)                                        
 Restricted cash........      12,013                                                               12,013 
 Accounts receivable,         14,460       17,215                                                  31,675 
  net...................                                                                                  
 Inventories............       2,609        7,161                                                   9,770 
 Prepaid expenses and          5,171        3,864                                                   9,035 
  other current assets..                                                                                  
                            --------     --------                                              ---------- 
  Total current as-           53,461      117,181                                                 345,487 
   sets.................                                                                                  
 Property and Equipment,     408,231      690,987       28,000 (e)                  9,900 (g)   1,344,880 
  net...................                                                           43,347 (l)             
                                                                                   40,500 (m)             
                                                                                   40,500 (m)             
                                                                                   83,415 (n)             
 Investment in Buffing-       21,823                                                               21,823 
  ton Harbor............                                                                                  
 Land rights............      29,320                                                               29,320 
 Cash restricted for fu-      40,030                                                               40,030 
  ture construction.....                                                                                  
 Note receivable........       3,000                                                                3,000 
 Deferred loan costs....      20,026                    46,450 (g)                                 56,610 
                                                        (9,866)(d)                                        
 Other assets...........       8,654       13,625                                                  22,279 
                            --------     --------                                              ---------- 
  Total assets..........    $584,545     $821,793                                              $1,863,429 
                            ========     ========                                              ========== 
Current Liabilities:                                                                                      
 Current maturities of                                                                                    
  long-term debt........    $  2,901     $    920         (200)(h)                             $    3,621 
 Accounts payable and                                                                                     
  accrued expenses......      24,368        8,335                                                  32,703 
 Accrued interest pay-         2,498        9,154       (9,144)(f)                                  1,013 
  able..................                                (1,495)(i)                                        
 Due to affiliates,              278          974                                                   1,252 
  net...................                                                                                  
 Other current liabili-        5,257       35,210                                                  40,467 
  ties..................                                                                                  
                            --------     --------                                              ---------- 
  Total current liabil-                                                                                   
   ities................      35,302       54,593                                                  79,056 
Other long-term liabili-                                                                                  
 ties...................                   33,373       (9,631)(f)                (17,153)(l)       6,589 
Taj Bonds, net of dis-                                                                                    
 count..................                  649,139     (649,139)(b)                                      0 
Plaza Mortgage Notes,                                                                                     
 net of discount........     326,652                  (326,652)(d)                                      0 
Long-term debt, net of                                                                                    
 discount and current                                                                                     
 maturities.............     161,069                                                              161,069 
Mortgage Notes..........                             1,200,000 (a)                              1,200,000 
Other long-term debt....       6,750       45,053      (44,744)(h)                                  7,059 
Deferred state income                                                                                     
 taxes..................       4,181                                                                4,181 
                            --------     --------                                              ---------- 
  Total Liabilities.....     533,954      782,158                                               1,457,954 
Minority interest.......                                                           40,500 (m)      30,500 
                                                                                  (10,000)(k)             
Capital:                                                                                                  
 Common stock...........         101                                    125(j)          5 (l)         234 
                                                                                        3(m)              
 Contributed capital....      52,411      123,765                   358,911(j)     10,495 (l)     430,776 
                                                                                    8,959(m)              
                                                                                 (123,765)(o)             
 Accumulated (deficit)..      (1,921)     (84,130)    (131,104)(b)                 83,415 (n)     (56,035)
                                                          (390)(c)                123,765 (o)             
                                                       (54,114)(d)                                        
                                                         8,444 (h)                                        
                            --------     --------                                              ---------- 
  Total capital.........      50,591       39,635                                                 374,975 
                            --------     --------                                              ---------- 
   Total Liabilities and                                                                                  
    Capital.............    $584,545     $821,793                                              $1,863,429 
                            ========     ========                                              ========== 

See Notes to Unaudited Pro Forma Financial Information. 

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UNAUDITED PRO FORMA FINANCIAL INFORMATION 
TRUMP HOTELS & CASINO RESORTS, INC. 
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS, EXCEPT SHARE INFORMATION)

                                                        [Enlarge/Download Table]

                           PLAZA HOLDING                                                                                     
                             AND PLAZA                                                                                       
                             ASSOCIATES      THE COMPANY       PRO FORMA        THE                  PRO FORMA               
                          ---------------- ---------------- ADJUSTMENTS FOR   COMPANY               ADJUSTMENTS              
                          JANUARY 1, 1995-  JUNE 12 1995-      JUNE 1995     PRO FORMA      TAJ     FOR MERGER               
                           JUNE 12, 1995   DECEMBER 31 1995    OFFERINGS      COMBINED   ASSOCIATES TRANSACTION   PRO FORMA  
                          ---------------- ---------------- ---------------  ----------  ---------- -----------   ---------- 
                                                                                                                             
Revenues:                                                                                                                    
  Gaming................      $122,865         $175,208                       $ 298,073   $501,378                $  799,451 
  Rooms.................         7,676           12,310                          19,986     43,309                    63,295 
  Food and Beverage.....        18,537           26,065                          44,602     57,195                   101,797 
  Other.................         3,310            6,284                           9,594     15,864                    25,458 
                              --------         --------                      ----------   --------                ---------- 
    Gross Revenues......       152,388          219,867                         372,255    617,746                   990,001 
  Less-Promotional                                                                                                           
   Allowances...........        14,540           24,394                          38,934     63,998                   102,932 
                              --------         --------                      ----------   --------                ---------- 
    Net Revenues........       137,848          195,473                         333,321    553,748                   887,069 
                              --------         --------                      ----------   --------                ---------- 
Cost and Expenses:                                                                                                           
  Gaming................        69,467           95,533                         165,000    283,786                   448,786 
  Rooms.................           958            1,305                           2,263     15,230                    17,493 
  Food and Beverage.....         7,128           11,178                          18,306     24,612                    42,918 
  General and                                                                                                                
   Administrative.......        30,081           42,826                          72,907     96,843    $(2,725)(l)    160,076 
                                                                                                        2,738 (p)            
                                                                                                       (1,743)(q)            
                                                                                                       (7,944)(r)            
  Depreciation and                                                                                                           
   Amortization.........         6,999            9,219                          16,218     43,387        416 (l)     64,752 
                                                                                                        4,731 (s)            
  Other.................         1,397            1,966                           3,363                                3,363 
                              --------         --------                      ----------   --------                ---------- 
                               116,030          162,027                         278,057    463,858                   737,388 
                              --------         --------                      ----------   --------                ---------- 
Income from Operations..        21,818           33,446                          55,264     89,890                   149,681 
  Interest Income.......           403            3,741        $    134 (t)       4,278      3,922                     8,200 
  Interest Expense......       (22,516)         (35,014)        (11,239)(u)     (63,711)  (120,435)      (709)(v)   (169,112)
                                                                  5,058(w)                             15,743 (x)            
  Other non-operating...        (1,649)          (4,094)                         (5,743)                3,120 (e)     (2,623)
                              --------         --------                      ----------   --------                ---------- 
Loss before state income                                                                                                     
 taxes, minority                                                                                                             
 interest and                                                                                                                
 extraordinary loss.....        (1,944)          (1,921)                         (9,912)   (26,623)                  (13,854)
Benefit for state income                                                                                                     
 taxes .................          (161)             --                             (161)                  161 (z)        --  
                              --------         --------                      ----------   --------                ---------- 
Loss before minority                                                                                                         
 interest and                                                                                                                
 extraordinary loss.....        (1,783)          (1,921)                         (9,751)   (26,623)                  (13,854)
Minority Interest.......           --               --                              --                  3,300 (y)      3,300 
                              --------         --------                      ----------   --------                ---------- 
Loss before                                                                                                                  
 extraordinary loss.....       $(1,783)         $(1,921)                     $   (9,751)  $(26,623)               $  (10,554)
                              ========         ========                      ==========   ========                ========== 
  Loss per share before                                                                                                      
   extraordinary loss                                                                                                        
   (z)..................                                                                                          $    (0.45)
                                                                                                                  ========== 
  Weighted Average                                                                                                           
   Shares                                                                                                                    
   Outstanding (aa).....                                                                                          23,444,384 
                                                                                                                  ========== 

See Notes to Unaudited Financial Information. 

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NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION  
(DOLLARS IN THOUSANDS, EXCEPT SHARE INFORMATION)  

PRO FORMA ADJUSTMENTS:                                                          

(a) To record the issuance of $1,200,000 aggregate principal amount of      
   Mortgage Notes issued by Trump AC Funding, a wholly owned subsidiary of
 Trump AC. Trump AC and Plaza Associates are, and upon consummation of
the Merger Transaction Taj Associates will be, direct or indirect   
wholly owned subsidiaries of THCR Holdings.                         

(b) To record the redemption of the Taj Bonds, at par, which had a face     
   value of $780,243 and a book value of $649,139 as of December 31, 1995,
  and an extraordinary loss of $131,494 which includes the redemption of
the Taj Holding Class B Common Stock (see note (c) below).          

(c) To record the payment of $.50 for the redemption of each of the 780,243 
outstanding shares of Taj Holding Class B Common Stock as an        
extraordinary loss.                                                 

(d) To record the retirement of the Plaza Notes which have a face value of  
$330,000 and a book value of $326,652 as of December 31, 1995 for   
  $370,900 and related deferred loan costs resulting in an extraordinary
loss of $54,114.                                                    

(e) To record the payment of $28,000 in connection with exercise of the     
 Trump Plaza East Purchase Option and the effect of the termination of
   the Trump Plaza East lease and the $3,120 of associated annual expense.

(f) To record the payment of accrued interest on the redemption of the Taj  
Bonds as of December 31, 1995, including $9,631 of the Additional   
Amount.                                                             

(g) To record the payment of fees and expenses associated with the Merger   
Transaction.                                                        

(h) To record the satisfaction of indebtedness under the NatWest Loan which 
had a book value of $44,944 for $36,500 and an extraordinary gain of
$8,444 resulting from such satisfaction.                            

(i) To record the payment of accrued interest on the retirement of the      
Plaza Notes as of December 31, 1995.                                

(j) To record the net proceeds from the Stock Offering of 12,500,000        
shares.                                                             

(k) To record the payment to Bankers Trust to obtain certain releases of    
the liens and guarantees that Bankers Trust has in connection with  
certain indebtedness owed by Trump to Bankers Trust. The obligation 
under this indebtedness is a personal liability of Trump and,       
accordingly, the release of indebtedness is considered a payment to 
Trump and a reduction of the interests attributable to him as such  
payment would only occur as part of the Merger Transaction.         

(l) To record the purchase of the Specified Parcels and the release of the  
 Taj Associates-First Fidelity Guarantee, the elimination of the lease
payments on the Specified Parcels and the additional depreciation   
associated with the purchase. The aggregate cost of acquiring the   
   Specified Parcels is $50,000 in cash and 500,000 shares of Common Stock
valued at $10,500 (an average value of $21 per share of Common Stock
based on the price of the Common Stock several days before and after
 the date of the amended Merger Agreement). Taj Associates had accrued
 $17,153 with respect to its obligation under the Taj Associates-First
Fidelity Guarantee.                                                 

(m) To record the contribution by Trump to Trump AC (on behalf, and at the  
direction, of THCR Holdings) of all of his direct and indirect      
   ownership interest in 50% of Taj Associates and the purchase of the Taj
  Holding Class A Common Stock by the Company in the Merger. The Company
will pay $30 for each of the 1,350,000 outstanding shares of Taj    
Holding Class A Common Stock, which is payable at the option of the 
  holder in cash or shares of Common Stock ($40,500). Holders of 298,739
shares of Taj Holding Class A Common Stock have elected to receive  
Stock Consideration and holders of 1,051,261 shares of Taj Holding  
Class A Common Stock have elected to receive Cash Consideration. As 
Trump's ownership interest in Taj Associates is 50%, the amount of  
consideration paid for the publicly held 50% (represented by the Taj
Holding Class A Common Stock) has been ascribed as the value of his 
contribution.                                                       

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NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION  
(DOLLARS IN THOUSANDS, EXCEPT SHARE INFORMATION)  

PRO FORMA ADJUSTMENTS:                                                          

(n) To record the historical book value of Taj Associates and Taj Funding   
  ($39,635), as adjusted for the extraordinary loss on the redemption of
   the Taj Bonds ($131,494) and, the extraordinary gain resulting from the
satisfaction of indebtedness under the NatWest Loan ($8,444), which 
results in a negative book value of $83,415.                        

(o) To reclassify the remaining capital deficit of Taj Associates to        
 contributed capital as the carryforward accumulated deficit should be
that of the Company in accordance with purchase accounting.         

(p) To record $2,083 of additional general and administrative expenses      
relating to corporate overhead of the Company and THCR Holdings, and
  $655 of operating expenses incurred at Trump Indiana prior to opening.

(q) To record the elimination of the fee resulting from the termination of  
the Taj Services Agreement.                                         

(r) To reflect the reduction of identifiable costs resulting from the       
   consolidation of departments and the reduction of personnel. Management
believes that within two years, annual cost savings from the Merger 
Transaction will total $18-$20 million.                             

(s) To record the additional depreciation expense resulting from the        
  allocation of the purchase price ($174,315--see notes (g), (m) and (n)
above) to property and equipment based on an appraisal. Amounts are 
  being allocated to land ($8,715) and building ($165,600) on a pro rata
   basis and are being depreciated over the remaining life of the building
(35 years).                                                         

(t) To record interest income on a $3,000 note receivable from Trump at     
   prime plus 1%. On March 27, 1996, this note was cancelled in accordance
with its terms based on a recent Common Stock trading price range.  

(u) To record interest expense (including amortization of deferred          
financing costs) relating to the Senior Notes.                      

(v) To record interest expense on amounts borrowed under the equipment and  
   vessel financing line. To date, Trump Indiana has obtained a commitment
 for $17,000, has signed a letter of intent for an equipment lease for
$14,200 and has obtained advances of $9,750 at a rate of 10.5%.     
Although the Company expects to borrow an additional $15,000, no    
assurances can be given that such financing will be available. See  
"Risk Factors--The Indiana Riverboat."                              

(w) To eliminate interest expense (including amortization of deferred       
financing costs) on Plaza Associates' PIK Notes which were redeemed 
with the proceeds from the June 1995 Offerings.                     

(x) To record adjustments to historical interest expense to give effect to  
the Merger Transaction as follows:                                  

                                                                [Download Table]

                                                               DECEMBER 31,
                                                                   1995    
                                                               ------------
                                                                           
  Interest expense adjustment:                                             
    (i)Elimination of interest and discount accretion on                   
       redemption of the Taj Bonds and the Plaza Notes........   (146,714) 
    (ii)Elimination of accretion on the Taj Associates-First               
       Fidelity Guarantee.....................................     (2,375) 
    (iii)Elimination of interest on the NatWest Loan..........     (4,281) 
    (iv)Elimination of refinancing transaction expenses.......     (1,787) 
     (v)Elimination of amortization of deferred offering                   
   costs......................................................     (2,973) 
    (vi)Reflect interest and amortization of deferred loan                 
       costs on the Mortgage Notes............................    142,387  
                                                                 --------  
  Pro Forma Adjustment........................................   $(15,743) 
                                                                 ========  

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NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION  
(DOLLARS IN THOUSANDS, EXCEPT SHARE INFORMATION)  

PRO FORMA ADJUSTMENTS:                                                          

(y) To reflect minority interest as pro forma adjustments result in a loss  
  at THCR Holdings and there is a minority interest basis on the Company
pro forma balance sheet.                                            

(z) A provision for state income taxes is not required as state tax net     
operating losses are used to offset pro forma taxable income.       

(aa) Weighted Average Shares Outstanding includes the number of shares      
outstanding on December 31, 1995, shares awarded to the Chief     
  Executive Officer of the Company pursuant to the 1995 Stock Plan and
the shares to be issued in the Merger Transaction.                

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BUSINESS  

GENERAL                                                                         

The Company will acquire all of the outstanding equity interests of Taj     
Associates, which owns and operates the Taj Mahal, in connection with the       
Merger Transaction. The Merger Transaction will create one of the largest       
casino entertainment companies in the United States by combining two "Four      
Star" Atlantic City casino hotels, the Indiana Riverboat and all of Trump's     
future gaming activities. Upon consummation of the Merger Transaction, the      
Company will own and operate the Taj Mahal, currently Atlantic City's largest   
casino (in terms of casino square footage), and Trump Plaza, which will have    
the largest casino in Atlantic City (in terms of casino square footage) upon    
the completion of the ongoing Trump Plaza Expansion. Following the              
consummation of the Merger Transaction, the Company also plans to undertake     
the Taj Mahal Expansion, an expansion program at the Taj Mahal designed to      
increase its hotel room inventory and casino floor space and expand its         
entertainment and parking facilities. In addition, the Company expects to       
commence operations in the second quarter of 1996 of the Indiana Riverboat to   
be located at Buffington Harbor on Lake Michigan. The Indiana Riverboat will    
establish the Company's position in the greater Chicago metropolitan area       
market, which is one of the most successful new gaming markets in the United    
States. Furthermore, the Company is and will continue to be the exclusive       
vehicle through which Trump will engage in new gaming activities in both        
emerging and established gaming jurisdictions.                                  

Management believes that the acquisition of the Taj Mahal will strengthen   
the Company's position as a leader in the casino entertainment industry         
through its ownership of two successful land-based casino hotels. Furthermore,  
the Merger Transaction will enhance the Company's presence in the growing       
Atlantic City market, which, in terms of gaming revenues, has demonstrated a    
ten-year compound annual growth rate of approximately 5.8% and a growth rate    
of approximately 9.5% for calendar year 1995 versus calendar year 1994. After   
giving effect to the Merger Transaction and the Trump Plaza Expansion, the      
Company will have approximately one-quarter of Atlantic City's casino square    
footage, slot machines, table games and hotel room inventory. In addition, the  
combination of the Taj Mahal with Trump Plaza's existing and planned            
operations will provide opportunities for operational efficiencies, economies   
of scale and benefits from the expertise and experience of management at the    
operating entities. Management further believes that the Company's size         
following the Merger Transaction along with its industry experience and         
reputation for quality will allow the Company to compete effectively for prime  
gaming licenses in other jurisdictions.                                         

Management believes the Company will benefit from the following factors:    

. LEADING ATLANTIC CITY FACILITIES. Upon consummation the Trump Plaza       
Expansion, the Company will own and operate the two largest casino hotel
properties in Atlantic City (in terms of casino square footage), both of
which are strategically located on The Boardwalk. The Company believes  
that the Atlantic City Properties' prime locations, reputations for high
 quality amenities and first-class customer service and targeted marketing
strategies are ideally suited to capitalize on the expected continued   
growth in the Atlantic City gaming market. The Company believes that its
 leading size and market share in Atlantic City following the consummation
 of the Merger Transaction will provide it with a competitive advantage in
marketing the Atlantic City Properties, particularly to large convention
groups and multi-day stay destination resort visitors.                  

. ATLANTIC CITY PROPERTIES EXPANSION. The Company has nearly completed the  
Trump Plaza Expansion and is developing the plans for the Taj Mahal     
Expansion, which projects will increase the Atlantic City Properties'   
gaming space and hotel room capacity, allowing the Company to meet both 
existing demand and the anticipated demand from the increased number of 
available rooms and infrastructure improvements that are currently under
development to enhance further the "vacation destination appeal" of     
Atlantic City.                                                          

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The following table profiles the Company's casino and hotel capacity        
following the expansions at the Atlantic City Properties:                       

                                                        [Enlarge/Download Table]

                          TRUMP     TAJ        INDIANA    TRUMP PLAZA   TAJ MAHAL          
                         PLAZA(a)  MAHAL     RIVERBOAT(b) EXPANSION(c) EXPANSION(d)  TOTAL 
                         -------- -------    ------------ ------------ ------------ -------
                                                                                           
Casino square footage...  75,395  120,000(e)    37,000       64,158       60,000    356,553
Slot machines...........   2,368    3,550        1,500        1,898        2,500     11,816
Table games.............      97      169           73           44          --         383
Hotel rooms.............     555    1,250          --           849          800      3,454

--------                                                                        
(a) Includes the 2,000 square foot area connecting the existing facility with   
Trump Plaza East and the 75 slot machines included in this area.        
(b) Scheduled to open in the second quarter of 1996.                            
(c) Includes the 15,000 square foot casino with 400 slot machines and 13 table  
games and 326 hotel rooms which have already opened at Trump Plaza East.
 The remaining 14 hotel rooms and suites at Trump Plaza East are scheduled
to be opened by the end of April 1996. Also reflects nine super suites  
scheduled to open early in 1997 and not otherwise included in the "Trump
Plaza Expansion." The remaining portion of the Trump Plaza Expansion,   
Trump World's Fair, is scheduled to open in the second quarter of 1996. 
(d) Plans for the Taj Mahal Expansion, scheduled to be completed in phases      
from the first quarter of 1997 through early 1998, are subject to       
modification.                                                           
(e) Excludes a 12,000 square foot poker, keno and race simulcasting room which  
contains 64 poker tables.                                               

. OPERATING SYNERGIES. The Company intends to capitalize on the             
opportunities for efficiencies which can be generated by integrating    
 certain operations of the Atlantic City Properties, which previously have
been operated separately. Management has identified cost savings which  
management estimates, by the end of the second year following the Merger
Transaction, to be $18-20 million on an annual basis, although no       
 assurance may be made as to the amount which will be realized. Management
believes that it will be able to consolidate certain departments at the 
Atlantic City Properties, reduce general and administrative expenses    
through possible personnel reductions and the consolidation of certain  
marketing efforts and reduce operating costs through efficiencies that  
 are expected to result from the combined purchasing power of the Atlantic
City Properties.                                                        

. INDIANA RIVERBOAT. Trump Indiana has received site approval and a         
certificate of suitability to develop a gaming project in Buffington    
Harbor, on Lake Michigan, approximately 25 miles southeast of downtown  
Chicago. The Indiana Riverboat is one of 11 riverboat gaming projects   
permitted under current Indiana law, and one of only five to be located 
 in northern Indiana. The Indiana Riverboat is currently scheduled to open
for business in the second quarter of 1996. The Indiana Riverboat is    
planned to have approximately 37,000 square feet of gaming space that   
will feature 1,500 slot machines and 73 table games, and will be one of 
the largest riverboat casinos in the United States. The Indiana         
 Riverboat's principal market will be the approximately 6.8 million people
residing within 50 miles of Buffington Harbor in the greater Chicago    
metropolitan area. Approximately 11.2 million and 24.2 million people   
live within a 100- and 200-mile radius of Buffington Harbor,            
respectively.                                                           

. THE "TRUMP" NAME. The Company capitalizes on the widespread recognition   
of the "Trump" name and its association with high quality amenities and 
first-class service. To this end, the Company provides a broadly        
diversified gaming and entertainment experience consistent with the     
 "Trump" name and reputation for quality, tailored to the gaming patron in
each market. The Company also benefits from the "Trump" name in         
connection with its efforts to expand and to procure new gaming         
opportunities in the United States and abroad, as well as to explore    
opportunities to establish additional gaming operations, particularly in
jurisdictions where the legalization of casino gaming is relatively new 
or anticipated.                                                         

ATLANTIC CITY PROPERTIES                                                        

TRUMP PLAZA                                                                   

Management believes that Trump Plaza's "Four Star" Mobil Travel Guide rating
and "Four Diamond" American Automobile Association rating reflect the high      
quality amenities and services that Trump Plaza provides to its casino patrons  
and hotel guests. These amenities and services include a broad selection of     
dining choices, headline entertainment, deluxe accommodations, tennis courts    
and swimming and health spa facilities.                                         

Trump Plaza Expansion. Management believes that as a result of the Trump    
Plaza Expansion and Trump Plaza's strategic location, Trump Plaza is well       
positioned to become one of the premier host properties in                      

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Atlantic City. The Trump Plaza Expansion is currently scheduled to be           
completed in the second quarter of 1996 and would increase Trump Plaza's prime  
central frontage on The Boardwalk to nearly a quarter of a mile. Management     
also believes that the construction of the new convention center and tourist    
corridor linking the new convention center with The Boardwalk will enhance the  
desirability of Atlantic City generally and, as a result of Trump Plaza's       
central location, will benefit Trump Plaza in particular. In addition,          
management expects to be able to take advantage of recent gaming regulatory     
changes that will allow casino space to be directly visible and accessible      
from The Boardwalk. Trump Plaza's location on The Boardwalk at the end of the   
main highway into Atlantic City makes it highly accessible for both "drive-in"  
and "walk-in" patrons.                                                          

The Company is in the process of renovating and integrating into Trump      
Plaza, Trump World's Fair, located on The Boardwalk adjacent to the existing    
Atlantic City Convention Center, which is next to Trump Plaza, at a remaining   
cost of $42.5 million. Upon completion, Trump World's Fair would add 49,272     
square feet of casino floor space, approximately 16,000 of which will be        
directly accessible from The Boardwalk, and 500 hotel rooms, connected with     
the current Trump Plaza's main tower by an enclosed walkway overlooking The     
Boardwalk. Renovations are ongoing at Trump World's Fair and the Company        
expects, although there can be no assurances, that the renovations at Trump     
World's Fair will be completed in the second quarter of 1996. See "Risk         
Factors--Atlantic City Properties Expansion."                                   

Trump Plaza has opened the casino and 326 rooms at Trump Plaza East.        
Management intends to open the remaining 14 hotel rooms and suites at Trump     
Plaza East by the end of April 1996. Trump Plaza East has approximately 15,000  
square feet of casino space and, when fully opened, will have 349 hotel rooms,  
including nine super suites scheduled to be opened early in 1997. Trump Plaza   
currently leases Trump Plaza East and intends to exercise its option to         
acquire it from an unaffiliated entity. See "--Properties--Plaza Associates--   
Trump Plaza East" and "Management--Compensation Committee Interlocks and        
Insider Participation--Certain Related Party Transactions of Trump--Plaza       
Associates." Trump Plaza has been reconfigured to provide a new entranceway to  
Trump Plaza directly off the Atlantic City Expressway. Management believes the  
increased hotel capacity as a result of the Trump Plaza Expansion will enable   
Trump Plaza to better meet demand and accommodate its casino guests, as well    
as to host additional and larger conventions and corporate meetings.            

The following table details plans for the Trump Plaza Expansion:            

                                                                [Download Table]

                                   TRUMP PLAZA TRUMP PLAZA TRUMP WORLD'S        
                                   FACILITY(a)   EAST(b)      FAIR(c)     TOTAL 
                                   ----------- ----------- ------------- -------
                                                                                
Casino square footage.............   75,395      14,886       49,272     139,553
Slot machines.....................    2,368         405        1,493       4,266
Table games.......................       97          12           32         141
Hotel rooms.......................      555         349          500       1,404

---------------------                                                           
(a) Includes the 2,000 square foot area connecting the existing facility with   
Trump Plaza East and the 75 slot machines included in this area.        
(b) The casino and 326 hotel rooms have already opened. The remaining 14 hotel  
rooms and suites are scheduled to be open by the end of April 1996. Also
reflects nine super suites are scheduled to open early in 1997 and not  
otherwise included in the "Trump Plaza Expansion."                      
(c) Scheduled to open in the second quarter of 1996.                            

Trump Plaza's management team commenced the Trump Plaza Expansion in 1995   
and has recently launched a variety of new initiatives designed to increase     
the level of casino gaming activity generally at its casino and to attract      
casino patrons who tend to wager more frequently and in larger denominations    
than the typical Atlantic City patron. These initiatives include targeted       
marketing and advertising campaigns directed to select groups of customers in   
the Boston-New York-Washington, D.C. corridor, the introduction of new slot     
machines and table games and the addition of bill acceptors on slot machines.   

THE TAJ MAHAL                                                                 

The Taj Mahal is currently the largest casino hotel facility in Atlantic    
City (in terms of casino floor square footage) and has ranked first among all   
Atlantic City casinos in terms of total gaming revenues, table revenues and     
slot revenues since it commenced operations in 1990. The Taj Mahal capitalizes  
on the widespread recognition and marquee status of the "Trump" name and its    
association with high quality amenities and first                               

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class service as evidenced by its "Four Star" Mobil Travel Guide rating.        
Management believes that the breadth and diversity of the Taj Mahal's casino,   
entertainment and convention facilities and its status as a "must see"          
attraction will enable the Taj Mahal to benefit from the expected continued     
growth of the Atlantic City market.                                             

In recent years, under the direction of Trump and the management team led by
Nicholas L. Ribis, its Chief Executive Officer, Taj Associates has completed    
construction of the Taj Entertainment Complex, reconfigured and expanded the    
casino floor to provide race simulcasting, poker wagering and the recently      
introduced game of keno, opened a private Asian themed table game area and      
increased the number of poker tables and slot machines. The Taj Mahal's poker   
room is the largest in Atlantic City, which management believes adds to its     
overall gaming mix. Taj Associates continually monitors operations to adapt to  
and anticipate industry trends. Since 1994, the Taj Mahal has embarked on a     
strategy to refurbish all of its hotel guest rooms and corridors by the end of  
April 1996 and to replace all of its existing slot machines by the middle of    
1996 with new, more efficient machines with bill collectors. Moreover, to       
further attract high-end players, the Taj Mahal has recently opened the         
"Dragon Room," an Asian themed table gaming area with 16 table games, and is    
currently in the process of constructing "Sultan's Palace," a separate 5,900    
square-foot high-end slot lounge and private club to be completed in the        
second quarter of 1996.                                                         

The Taj Mahal Expansion. Following the consummation of the Merger           
Transaction, the Company plans to undertake an expansion plan at the Taj Mahal  
to meet both existing demand and the increase in demand that management         
anticipates will result from the increased number of rooms and infrastructure   
improvements that are currently being implemented to enhance further the        
"vacation destination appeal" of Atlantic City. It is currently expected that   
the Taj Mahal Expansion will be funded principally out of cash from operations  
of the Atlantic City Properties and is scheduled to be completed in phases      
from the first quarter of 1997 through early 1998. The Taj Mahal Expansion,     
the plans for which are subject to modification, involves the construction of   
an approximately 2,000 space expansion of the Taj Mahal's existing self-        
parking facilities and a new 10,000 seat arena adjacent to the Taj Mahal, each  
scheduled to be completed in mid-1997; the conversion of the current site of    
the Mark Etess Arena into a new 60,000-square foot circus-themed casino with    
2,500 slot machines, scheduled to be completed in 1997; and the construction    
of an approximately 800 room hotel tower adjacent to the Taj Mahal's existing   
hotel tower, scheduled to be completed early in 1998. See "Risk Factors--       
Atlantic City Properties Expansion--The Taj Mahal."                             

The following table details the plans for the Taj Mahal Expansion:          

                                                                [Download Table]

                                                    CURRENT        TAJ           
                                                   TAJ MAHAL      MAHAL          
                                                   FACILITIES   EXPANSION  TOTAL 
                                                   ----------   --------- -------
                                                                                 
Casino square footage.............................  120,000(a)   60,000   180,000
Slot machines.....................................    3,550       2,500     6,050
Table games.......................................      169         --        169
Hotel rooms.......................................    1,250         800     2,050

---------------------                                                           
(a) Excludes a 12,000 square-foot poker, keno and race simulcasting room which  
contains 64 poker tables.                                               

The following table summarizes the different phases of the Taj Mahal        
Expansion with their associated capital costs:                                  

                                                                [Download Table]

                                                                   PROJECT   
    PROJECT                                                         COST     
    -------                                                        -------   
                                                                (IN MILLIONS)
                                                                             
Parking facility, approximately 2,000 spaces...................    $ 26.0    
New arena......................................................      15.0    
Circus themed casino...........................................      53.3    
Hotel tower, 800 rooms.........................................     100.9    
                                                                   ------    
  Total........................................................    $195.2    
                                                                   ======    

It is expected that the Taj Mahal Expansion, the plans for which are subject
to modification, will be principally funded out of the cash from operations of  
the Atlantic City Properties. If the operations of the Atlantic City            
Properties do not generate the anticipated cash flow to fund the Taj Mahal      
Expansion, the ability to complete                                              

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such expansion will depend on the ability to obtain debt financing for such     
purposes in addition to that currently contemplated. There can be no assurance  
that Taj Associates and Plaza Associates will be able to generate sufficient    
cash flow from operations or to obtain debt financing on terms satisfactory to  
Trump AC, if at all.                                                            

ATLANTIC CITY MARKETING STRATEGY                                                

In order to provide a sharpened marketing focus at the different properties 
and appeal to a variety of segments in the Atlantic City marketplace, the       
Company intends to pursue a targeted marketing approach with respect to the     
Atlantic City Properties.                                                       

Trump Plaza. Trump Plaza East has been integrated into Trump Plaza and      
together are operated as a single casino hotel facility. Trump Plaza will       
continue the marketing strategies it has found successful in the past,          
including targeting lucrative high-end drive-in slot customers. Management      
believes the additional hotel rooms and gaming facilities at Trump Plaza East   
will better enable Trump Plaza to accommodate the more profitable weekend       
drive-in patron, who tends to wager more per play and per visit than the        
typical walk-in or bus patron.                                                  

Trump World's Fair. Trump World's Fair, which will operate as part of Trump 
Plaza, will seek to attract the "middle market" segment (primarily bus          
customers and Boardwalk pedestrian traffic) by offering high value food and     
entertainment attractions in a festive "World's Fair" atmosphere. The first     
floor of Trump's World's Fair will feature a Boardwalk level casino offering    
walk-in customers direct access from The Boardwalk to 581 slot machines. In     
addition, Trump World's Fair is constructing a new bus terminal that will have  
a dedicated escalator leading directly to a separate casino entertainment area  
that will contain a 500-seat buffet style restaurant, an Oriental Pavilion and  
a casino with 538 slot machines. The new bus terminal and dedicated casino      
facilities will allow Trump World's Fair to efficiently serve a high volume of  
bus customers. A smoke-free casino with approximately 385 slot machines and 32  
table games along with additional restaurants will be located on the second     
floor of Trump World's Fair. Moreover, with its prime location adjoining the    
current Atlantic City Convention Center and near the new Atlantic City          
Convention Center and its newly refurbished base of 500 rooms and               
approximately 50,000 square feet of total gaming space, management believes     
that Trump World's Fair is ideally suited to attract convention visitor         
traffic.                                                                        

The Taj Mahal. The Taj Mahal will continue to capitalize on its status as   
Atlantic City's "must see" casino entertainment facility by offering            
"something for everyone." The Taj Mahal has been successful in attracting all   
segments of the Atlantic City gaming market because of the size and diversity   
of its entertainment and gaming facilities. The Taj Mahal has been              
particularly successful in attracting the segments of the Atlantic City gaming  
market that tend to wager more frequently and in larger denominations than the  
typical Atlantic City gaming customer. To attract these high-end players, the   
Taj Mahal offers international musical and entertainment attractions and has    
recently opened the Dragon Room, an Asian themed table game area, and is in     
the process of constructing the Sultan's Palace, a high-end slots lounge and    
private club.                                                                   

BUSINESS STRATEGY                                                           

"Comping" Strategy. In order to compete effectively with other Atlantic City
casino hotels, the Atlantic City Properties offer complimentary drinks, meals,  
room accommodations and/or travel arrangements to their patrons                 
("complimentaries" or "comps"). Management at the Atlantic City Properties      
focuses promotional activities, including complimentaries, on middle and upper  
middle market "drive-in" patrons who visit Atlantic City frequently and have    
proven to be the most profitable market segment. Additionally, as a result of   
increased regulatory flexibility, the Taj Mahal has implemented a cash comping  
policy to high-end players in order to compete with similar practices in Las    
Vegas and to attract international business.                                    

Entertainment. Management believes headline entertainment, as well as other 
entertainment and revue shows, are effective means of attracting and retaining  
gaming patrons. Trump Plaza offers headline entertainment as part of its        
strategy to attract high-end and other patrons. Trump Plaza offers headline     
entertainment weekly during the summer and monthly during the off-season, and   
also features other entertainment and revue shows. The Xanadu Theater allows    
the Taj Mahal to offer longer running, more established productions that cater  
to the                                                                          

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tastes of the Taj Mahal's high-end international guests. The Taj Mahal's        
facilities also include the Mark Etess Arena, an approximately 63,000 square-   
foot exhibition hall and entertainment facility. The Xanadu Theater, together   
with the Mark Etess Arena, and, subsequent to the conversion of the Mark Etess  
Arena, the new arena that is intended to be constructed in connection with the  
Taj Mahal Expansion afford and are expected to afford the Taj Mahal more        
flexibility in the use of its facilities for sporting and other headline        
programs. The Taj Mahal regularly engages well-known musicians and              
entertainment personalities and will continue to emphasize weekend "marquee"    
events such as Broadway revues, high visibility sporting events, festivals and  
contemporary concerts to maintain the highest level of glamour and excitement.  
Mid-week uses for the facilities include convention events and casino           
marketing sweepstakes.                                                          

Player Development/Casino Hosts. The Atlantic City Properties currently     
employ gaming representatives in New Jersey, New York and other states, as      
well as several international representatives, to promote Trump Plaza and the   
Taj Mahal to prospective gaming patrons. Player development personnel host      
special events, offer incentives and contact patrons directly in an effort to   
attract high-end table game patrons from the United States, Canada and South    
America. The Atlantic City Properties' casino hosts assist patrons on the       
casino floor, make room and dinner reservations and provide general             
assistance. In addition, targeted marketing to international clientele will be  
continued and expanded at the Taj Mahal through new sales representatives in    
Latin America, Mexico, Europe, the Far East and the Middle East. As a special   
bonus to high-end players, the Taj Mahal offers three clubs for the exclusive   
use of select customers: the Maharajah Club for table game players, the         
Presidents Club for high-end slot players, and the Bengal Club for other        
preferred slot players. The Atlantic City Properties also plan to continue the  
development of their slot and coin programs through direct mail and targeted    
marketing campaigns emphasizing the high-end player.                            

Promotional Activities. The Trump Card constitutes a key element in the     
Atlantic City Properties' direct marketing program. Subject to regulatory       
constraints, the Trump Card will be used in all of the Company's gaming         
facilities so as to build a national database of gaming patrons. Slot machine   
players are encouraged to register for and utilize their personalized Trump     
Card to earn various complimentaries based upon their level of play. The Trump  
Card is inserted during play into a card reader attached to the slot machine    
for use in computerized rating systems. The Company's computer systems record   
data about the cardholders, including playing preferences, frequency and        
denomination of play and the amount of gaming revenues produced. The Atlantic   
City Properties design promotional offers, conveyed via direct mail and         
telemarketing, to patrons expected to provide revenues based upon their         
historical gaming patterns. Such information is gathered on slot wagering by    
the Trump Card and on table game wagering by the casino game supervisors.       
Promotional activities include the mailing of vouchers for complimentary slot   
play. The Atlantic City Properties also utilize a special events calendar       
(e.g., birthday parties, sweepstakes and special competitions) to promote its   
gaming operations.                                                              

Bus Program. Trump Plaza and the Taj Mahal each have bus programs which     
transport approximately 2,400 and 2,700 gaming patrons per day during the week  
and 3,500 and 3,600 per day on the weekends, respectively. Trump Plaza's        
Transportation Facility (as defined) contains 13 bus bays and is connected by   
an enclosed pedestrian walkway to Trump Plaza, and the Taj Mahal's facility     
contains 18 bus bays.                                                           

Credit Policy. Historically, the Atlantic City Properties have extended     
credit to certain qualified patrons. For the years ended December 31, 1993,     
1994 and 1995, credit play as a percentage of total dollars wagered at Trump    
Plaza was approximately 18%, 17%, and 18%, respectively. As part of Trump       
Plaza's business strategy, Trump Plaza has imposed stricter standards on        
applications for new or additional credit. For the years ended December 31,     
1993, 1994 and 1995, the Taj Mahal's credit play as a percentage of total       
dollars wagered was approximately 23.5%, 22.8% and 24.5%, respectively.         

FACILITIES AND AMENITIES                                                        

TRUMP PLAZA                                                                   

Trump Plaza. The casino in the existing facility of Trump Plaza currently   
offers 97 table games and 2,368 slot machines. In addition to the casino,       
Trump Plaza's main tower consists of a 31-story tower with 555 guest rooms,     
including 62 suites. Trump Plaza's main tower also offers 10 restaurants, a     
750-seat cabaret theater, four                                                  

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cocktail lounges, 28,000 square feet of convention, ballroom and meeting room   
space, a swimming pool, tennis courts and a health spa.                         

In February 1996, Trump Plaza East opened the 15,000 square foot Ocean View 
Casino and Bar, and has to date opened 326 of its 349 hotel rooms. The Ocean    
View Casino and Bar is the first gaming room in Atlantic City to combine a      
casino, bar and entertainment area and features a 70-foot long bar with 27      
bar-top slot machines, live entertainment and a 58 square foot video wall.      
With its high ceilings and windows overlooking the Atlantic Ocean and The       
Boardwalk, Trump Plaza is creating a new and exciting entertainment             
environment for its casino patrons.                                             

The entry level of Trump Plaza's main tower includes a cocktail lounge, two 
gift shops, a deli, a coffee shop, an ice cream parlor and a buffet. The        
casino level houses the casino, a fast food restaurant, an exclusive slot       
lounge for high-end patrons and a new oceanfront baccarat gaming area. Upon     
completion, an enclosed walkway will connect Trump Plaza at the casino level    
with the Atlantic City Convention Center and with Trump World's Fair.           

Trump Plaza's guest rooms are located in two towers which afford most guest 
rooms a view of the ocean. While rooms are of varying size, a typical guest     
room consists of approximately 400 square feet. Trump Plaza's main tower also   
features 16 one-bedroom suites, 28 two-bedroom suites and 18 "Super Suites."    
The Super Suites are located on the top two floors of Trump Plaza's main tower  
and offer luxurious accommodations and 24-hour butler and maid service. The     
Super Suites and certain other suites are located on the "Club Level" which     
requires guests to use a special elevator key for access and contains a lounge  
area that offers food and bar facilities.                                       

Trump Plaza's main tower is connected by an enclosed pedestrian walkway to a
ten-story parking garage, which can accommodate approximately 2,650 cars, and   
contains 13 bus bays, a comfortable lounge, a gift shop and waiting area (the   
"Transportation Facility"). The Transportation Facility provides patrons with   
immediate access to the casino, and is located directly off the Atlantic City   
Expressway, the main highway into Atlantic City.                                

In July 1994, Time Warner opened its second largest Warner Brothers Studio  
Store pursuant to a sublease of the entire first floor of retail space on The   
Boardwalk at Trump Plaza East (approximately 17,000 square feet). Management    
believes that the commitment of Time Warner at Trump Plaza East, together with  
other retail, restaurant and entertainment establishments expected to           
participate in the Trump Plaza Expansion, evidences the continued growth of,    
and highlights Trump Plaza's favored place within, the Atlantic City casino     
market.                                                                         

Trump World's Fair. Upon completion of the renovation in the second quarter 
of 1996, Trump World's Fair will be connected to Trump Plaza's main tower by    
an enclosed walkway overlooking The Boardwalk and will add an additional 500    
hotel rooms to Trump Plaza. In addition, Trump World's Fair will be outfitted   
with approximately 50,000 square feet of casino floor space housing 1,493 slot  
machines and 32 table games. In addition to the casino, Trump World's Fair      
will feature three restaurants, including a state-of-the-art buffet, a          
cocktail lounge, convention, ballroom and meeting room space, a swimming pool   
and a health spa. The enclosed walkway will run through a portion of the        
Atlantic City Convention Center, which is located between Trump World's Fair    
and Trump Plaza's main tower. In this connection, Plaza Associates has          
acquired an easement with regard to portions of the Atlantic City Convention    
Center. See "--Properties--Trump Plaza--Trump World's Fair" and "Regulatory     
Matters--New Jersey Gaming Regulations--Approved Hotel Facilities."             

THE TAJ MAHAL                                                                   

The Taj Mahal currently features Atlantic City's largest casino, with       
120,000-square-feet of gaming space, 169 table games and 3,550 slot machines.   
In addition, the Taj Mahal has a 12,000-square-foot poker, keno and race        
simulcasting room with 64 poker tables, which was added in 1993 and expanded    
in 1994. The casino's offerings include blackjack, progressive blackjack,       
craps, roulette, baccarat, mini baccarat, red dog, sic-bo, pai gow, pai gow     
poker, Caribbean stud poker, big six, mini big six and let it ride poker. In    
December 1995, the Taj                                                          

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Mahal opened an Asian themed table game area which offers 16 popular Asian      
table games catering to the Taj Mahal's growing Asian clientele. In addition,   
as a special bonus to high-end players, Taj Associates offers three clubs for   
the exclusive use of select customers: the Maharajah Club for table game        
players, the President's Club for high-end slot players, and the Bengal Club    
for other preferred slot players.                                               

The Taj Mahal currently consists of a 42-story hotel tower and contiguous   
low-rise structure, sited on approximately 17 acres of land. The Taj Mahal has  
1,250 guest rooms (including 242 suites), 16 dining rooms and 10 beverage       
locations, parking for approximately 5,200 cars, an 18-bay bus terminal and     
approximately 65,000-square-feet of ballroom, meeting room and pre-function     
area space. The Taj Mahal has also signed agreements for the development of     
the Hard Rock Cafe, Rainforest Cafe and All Star Cafe themed restaurants on     
the property. In addition, the Taj Mahal features the Taj Entertainment         
Complex, a 20,000-square-foot multi-purpose entertainment complex known as the  
Xanadu Theater with seating capacity for approximately 1,200 people, which can  
be used as a theater, concert hall, boxing arena or exhibition hall, and the    
Mark Etess Arena, which comprises an approximately 63,000-square foot           
exhibition hall and entertainment facility. The Xanadu Theater and the Mark     
Etess Arena have allowed the Taj Mahal to offer longer running, more            
established productions that cater to the tastes of the Taj Mahal's high-end    
international guests, and has afforded the Taj Mahal more flexibility in the    
use of its facilities for sporting and other headline programs. The Taj Mahal   
regularly engages well-known musicians and entertainment personalities and      
will continue to emphasize weekend marquee events such as Broadway revues,      
high visibility sporting events, international festivals and contemporary       
concerts to maximize casino traffic and to maintain the highest level of        
glamour and excitement at the Taj Mahal.                                        

Management believes that the Taj Mahal's 1,250-room capacity and vast       
casino, entertainment, convention and exhibition space, including the Mark      
Etess Arena, make it a highly attractive convention and destination resort      
facility at which visitors may stay for extended periods. In addition to its    
normal advertising, Taj Associates actively promotes the Taj Mahal with         
various local chambers of commerce, travel agencies which specialize in         
convention travel and various corporate travel departments in order to attract  
convention business.                                                            

ATLANTIC CITY MARKET                                                            

The Atlantic City gaming market has demonstrated continued growth despite   
the recent proliferation of new gaming venues across the country. The 12        
casino hotels in Atlantic City generated approximately $3.75 billion in gaming  
revenues in 1995, an approximately 9.5% increase over 1994 gaming revenues of   
approximately $3.42 billion. From 1990 to 1995, total gaming revenues in        
Atlantic City have increased approximately 27%, while hotel rooms increased     
approximately 10% during that period. Although total visitor volume to          
Atlantic City remained relatively constant in 1995, the volume of bus           
customers dropped to 9.6 million in 1995, continuing a decline from 11.7        
million in 1990. The volume of customers traveling by other means to Atlantic   
City has grown from 20.1 million in 1990 to 23.7 million in 1995.               

Casino revenue growth in Atlantic City has lagged behind that of other      
traditional gaming markets, principally Las Vegas, for the last five years.     
The Company believes that this relatively slower growth is primarily            
attributable to two key factors. First, there have been no significant          
additions to hotel capacity in Atlantic City since 1990. Las Vegas visitor      
volumes have increased, in part, due to the continued addition of new hotel     
capacity. Both markets have exhibited a strong historical correlation between   
hotel room inventory and total casino revenues. Secondly, the regulatory        
environment and infrastructure problems in Atlantic City have made it more      
difficult and costly to operate. Total regulatory costs and tax levies in New   
Jersey have exceeded those in Nevada since inception, and there is generally a  
higher level of regulatory oversight in New Jersey than in Nevada. The          
infrastructure problems, manifested by impaired accessibility of the casinos,   
downtown Atlantic City congestion and the condition of the areas surrounding    
the casinos, have made Atlantic City less attractive to the gaming customer.    

Total Atlantic City slot revenues increased 12.2% in 1995, continuing a     
solid trend of increases over the past five years. From 1990 through 1995,      
slot revenue growth in Atlantic City has averaged 8.3% per year. Total          

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table revenue increased 4.4% in 1995, while table game revenue from 1990 to     
1995 has decreased on average 0.7% per year. Management believes the slow       
growth in table revenue is primarily attributable to two factors. First, the    
slot product has been significantly improved over the last five years. Dollar   
bill acceptors, new slot machines, video poker and blackjack and other          
improvements have increased the popularity of slot play among a wider universe  
of casino patrons. Casino operators in Atlantic City have added slot machines   
in favor of table games due to increased public acceptance of slot play and     
due to slot machines' comparatively higher profitability as a result of lower   
labor and support costs. Since 1990, the number of slot machines in Atlantic    
City has increased 37.2%, while the number of table games has decreased by      
4.0%. Slot revenues increased from 58% of total casino revenues in 1990 to 69%  
in 1995. The second reason for historic slow growth in table revenue is that    
table game players are typically higher end players and are more likely to be   
interested in overnight stays and other amenities. During peak season and       
weekends, room availability in Atlantic City is currently inadequate to meet    
demand, making it difficult for casino operators to aggressively promote table  
play.                                                                           

Despite generally lower overall growth rates than the Las Vegas market,     
management believes that Atlantic City possesses similar revenue and cash flow  
generation capabilities. The approximately $3.75 billion of gaming revenue      
produced by the 12 casino hotels in Atlantic City in 1995 exceeded the          
approximately $3.12 billion of gaming revenues produced by the 18 largest       
(based on net revenues) casino hotels on the Las Vegas Strip for the same       
period, even though the 12 Atlantic City casino hotels have less than one-      
quarter the number of hotel rooms of such Las Vegas Strip casino hotels. Win    
per unit figures in Atlantic City are at a significant premium to Las Vegas     
win-per-unit performance, primarily due to the constrained supply of gaming     
positions in Atlantic City compared to Las Vegas.                               

The regulatory environment in Atlantic City has improved recently. Most     
significantly, 24-hour gaming has been approved, poker and keno have been       
added and regulatory burdens have been reduced. In particular, Bill A61 was     
passed in January 1995, which has eliminated duplicative regulatory oversight   
and channeled operator's funds from regulatory support into CRDA uses.          
Administrative costs of regulation will be reduced while increasing funds       
available for new development.                                                  

In addition to the planned casino expansions, major infrastructure          
improvements have begun. The CRDA is currently overseeing the development of    
the "tourist corridor" that will link the new convention center with The        
Boardwalk and will, when completed, feature an entertainment and retail         
complex. The tourist corridor is scheduled to be completed in conjunction with  
the completion of the new convention center.                                    

Trump Plaza is adjacent to the existing Atlantic City Convention Center and 
will also be one of the closest casino hotels to the new convention center,     
which, as currently planned, would hold approximately 500,000 square feet of    
exhibit and pre-function space, 45 meeting rooms, food-service facilities and   
a 1,600-car underground parking garage. The Taj Mahal is approximately 1.5      
miles from the site of the new convention center. When completed, the new       
approximately $250 million convention center would be the largest exhibition    
space between New York City and Washington, D.C. It will be located at the      
base of the Atlantic City Expressway and is currently planned to open in        
January 1997. The State of New Jersey is also implementing an approximately     
$125 million capital plan to upgrade and expand the Atlantic City               
International Airport.                                                          

Management believes that recent gaming regulatory reforms will serve to     
permit future reductions in operating expenses of casinos in Atlantic City and  
to increase the funds available for additional infrastructure development       
through the CRDA. Due principally to an improved regulatory environment,        
general improvement of economic conditions in 1993, 1994 and 1995 and high      
occupancy rates, significant investment in the Atlantic City market has been    
initiated and/or announced. Bally recently bought a Boardwalk lot for $7.5      
million, the Sands just completed a major renovation, and in December of 1994,  
approval by the CRDA was given to TropWorld to add 626 hotel rooms, the Grand   
to add 295 rooms (both of which are under construction) and the Taj Mahal to    
add approximately 800 rooms and a 1,500 space parking garage (with an           
application pending to increase the size to 2,000 spaces). Overall, various     
casinos in the market have applied to the CRDA for funding to construct 3,400   
new hotel rooms. Management believes that these increases in hotel capacity,    
together with infrastructure improvements, will be instrumental in stimulating  
future revenue growth in the Atlantic City market. See "--Competition."         

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SEASONALITY                                                                     

The gaming industry in Atlantic City is seasonal, with the heaviest activity
at Trump Plaza and at the Taj Mahal during the period from May through          
September, and with December and January showing substantial decreases in       
activity. Revenues have been significantly higher on Fridays, Saturdays,        
Sundays and holidays than on other days.                                        

EMPLOYEES AND LABOR RELATIONS                                                   

TRUMP PLAZA                                                                   

Plaza Associates has approximately 3,700 employees of whom approximately    
1,100 are covered by collective bargaining agreements. Management believes      
that its relationships with its employees are satisfactory. Certain of Plaza    
Associates' employees must be licensed under the Casino Control Act. See        
"Regulatory Matters--New Jersey Gaming Regulations--Qualification of            
Employees." Plaza Funding has no employees.                                     

In April 1993, the National Labor Relations Board (the "NLRB") found that   
Plaza Associates had violated the National Labor Relations Act (the "NLRA") in  
the context of a union organizing campaign by table game dealers of Plaza       
Associates in association with the Sports Arena and Casino Employees Union      
Local 137, a/w Laborers' International Union of North America, AFL-CIO ("Local  
137"). In connection with such finding, Plaza Associates was ordered to         
refrain from interfering with, restraining or coercing employees in the         
exercise of the rights guaranteed them by Section 7 of the NLRA, to notify its  
employees of such rights and to hold an election by secret ballot among its     
employees regarding whether they desire to be represented for collective        
bargaining by Local 137. The election was held on May 20 and 21, 1994 and the   
vote, which has been certified by the NLRB, was in favor of management and      
against representation by Local 137.                                            

TAJ MAHAL                                                                     

Taj Associates has approximately 6,100 employees for the operation of the   
Taj Mahal, of whom approximately 1,850 employees are covered by collective      
bargaining agreements. Taj Associates believes that its relationships with its  
employees are satisfactory and that its staffing levels are sufficient to       
provide superior service. Since opening in April 1990, during which time some   
collective bargaining agreements with various unions have expired prior to the  
execution of new agreements, the business of Taj Associates has not been        
interrupted due to any labor disputes. The collective bargaining agreement      
with HERE Local 54, which covers substantially all of Taj Associates' hotel     
and restaurant employees, was renegotiated in September 1994 and will expire    
on September 14, 1999.                                                          

Certain Taj Associates' employees must be licensed under the Casino Control 
Act. See "Regulatory Matters--New Jersey Gaming Regulations--Qualification of   
Employees."                                                                     

INDIANA RIVERBOAT                                                               

The Indiana Riverboat is expected to feature an approximately 288-foot      
luxury yacht containing approximately 37,000 square feet of gaming space with   
1,500 slot machines, 73 table games and capacity of approximately 2,450         
passengers and 300 employees. The site adjacent to the Indiana Riverboat is     
anticipated to include surface parking for approximately 3,000 automobiles and  
certain other infrastructure improvements. The cost to the Company for the      
development of the Indiana Riverboat, which includes the land, the vessel,      
gaming                                                                          
equipment, a pavilion for staging and ticketing and restaurant facilities,      
berthing and support facilities and parking facilities, is expected to be       
approximately $84 million through the planned opening in the second quarter of  
1996. The Company initially anticipated spending $59 million prior to the       
commencement of the Indiana Riverboat's operations for the vessel, gaming       
equipment and initial berthing and support facilities, and also anticipated     
spending an additional $27 million in the second phase to be completed by mid-  
1997, which would feature a pavilion for staging and ticketing and restaurant   
facilities, berthing and support facilities and expanded parking. To            
facilitate the Indiana Riverboat's operations from the opening day and to       
avoid disruptive construction at the site for an additional year, the Company   
determined to accelerate the second phase of the project, now expected to cost  
$25 million, and complete both phases prior to commencing operations. In        
addition to the approximately $84 million to be spent through the planned       
opening, the Company has further committed                                      

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in the licensure process to construct a hotel facility and other amenities (at  
an approximate cost of $48 million) and to fund approximately $21 million of    
infrastructure improvements and other municipal uses.                           

Buffington Harbor is approximately 25 miles from downtown Chicago. In       
addition, the cities of Indianapolis, Fort Wayne, Toledo and Grand Rapids are   
each within a 175-mile radius of Buffington Harbor. The Company believes the    
Indiana Riverboat will benefit from (i) its location and size, (ii) its         
strategy of developing, together with Barden, an array of entertainment,        
retail and restaurant attractions, and coordinated cruise schedules and (iii)   
the widespread recognition of the "Trump" name and what management believes to  
be its reputation for quality. Gaming facilities in Illinois are limited at     
present to 1,200 gaming positions under current regulations in Illinois, which  
the Company believes puts Illinois properties at a competitive disadvantage to  
larger facilities such as the Indiana Riverboat. The Company expects to draw    
on these competitive advantages and to capitalize on its experience in gaming   
activities in Atlantic City in order to create an outstanding gaming and        
entertainment experience.                                                       

The Company expects to focus its marketing efforts for the Indiana Riverboat
on the middle market, which makes up the majority of the gaming population in   
the Great Lakes Market. The middle market constitutes a broad segment of        
casino patrons who come to a casino for exciting recreation and entertainment   
and who typically wager less, on an individual basis, than high-end patrons.    
Through the use of the "Trump" name and systematic marketing programs, the      
Company will seek to attract drive-in customers to the facility. Casinos        
currently operating in the Great Lakes Market have generally been very          
successful, achieving operating results exceeding those of most new             
jurisdictional markets in terms of win per unit. The Company believes that      
these operating results indicate that the Great Lakes Market should be capable  
of absorbing significant capacity expansion in the future.                      

Under current gaming laws in Indiana, most games typically available in     
Atlantic City casinos will be permitted on the Indiana Riverboat. The           
riverboat casinos in Indiana will be permitted to stay open 24 hours per day,   
365 days per year and to extend credit and accept credit charge cards, with no  
loss or wagering limits. Subject to certain exceptions, the Johnson Act         
prohibits gaming vessels from cruising within federal maritime jurisdiction     
and prohibits gaming on such vessels. In 1995, the Indiana General Assembly     
adopted two differing amendments to the Riverboat Gambling Act permitting       
gambling to be conducted while a riverboat is docked under certain conditions.  
One of the amendments included an express provision allowing gambling to be     
conducted while a riverboat is docked if a determination is made that a         
condition exists that would cause a violation of federal law if the riverboat   
were to cruise. The other amendment did not include that express provision.     
The IGC has determined that the two amendments can be harmonized in a way that  
would permit gambling while a riverboat is docked if cruising would be a        
violation of federal law. Notwithstanding the IGC's determination, there can    
be no assurance that commencement of gaming operations by Trump Indiana while   
the riverboat is cruising would not be challenged as a violation of the         
Johnson Act or that commencement of gaming operations while the riverboat is    
docked would not be challenged as a violation of the Johnson Act or Indiana     
law. See "Risk Factors--The Indiana Riverboat" and "Regulatory Matters--        
Indiana Gaming Regulations--Excursions."                                        

The Company believes that competition in the gaming industry, particularly  
the riverboat and dockside gaming industry, is based on the quality and         
location of gaming facilities, the effectiveness of marketing efforts, and      
customer service and satisfaction. Although management of the Company believes  
that the location of the Indiana Riverboat will allow the Company to            
effectively compete with other casinos in the geographic area surrounding its   
casino, the Company expects competition in the casino gaming industry to be     
intense as more casinos are opened and new entrants into the gaming industry    
become operational.                                                             

Barden and Trump Indiana are the holders of the certificates of suitability 
in Buffington Harbor. Barden is an entity beneficially owned by Don H. Barden,  
a developer based in Detroit without significant prior gaming experience.       
Pursuant to the BHR Agreement, BHR will own, develop and operate all common     
land-based and waterside operations in support of Trump Indiana's and Barden's  
separate riverboat casinos at Buffington Harbor. Trump Indiana and Barden will  
each be equally responsible for the development and the operating expenses of   

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BHR. See "Management's Discussion and Analysis of Financial Condition and       
Results of Operations--Liquidity and Capital Resources."                        

On June 30, 1995, Trump Indiana acquired, pursuant to the Agreement of Sale 
(the "Site Sale Agreement") with Lehigh Portland Cement Company ("Lehigh"),     
dated May 10, 1995, approximately 88 acres of land at Buffington Harbor for     
$13.5 million (the "Site Purchase Price"). Pursuant to the Harbor Lease         
Agreement, between Lehigh and BHR, Lehigh granted Trump Indiana and Barden a    
30-month lease (which may be extended up to ten years) for the initial use of   
the harbor and certain of Lehigh's property adjacent to the Buffington Harbor   
site for the docking of the Indiana Riverboat vessel and the Barden vessel.     
Under the Harbor Lease Agreement, after Trump Indiana receives permits from     
applicable regulatory agencies for the construction of its reconfigured harbor  
site, the initial term of 30 months will be extended for the period of time     
necessary for Trump Indiana to complete construction of a reconfigured harbor   
site (as determined by Lehigh's coastal engineer consultant). Trump Indiana     
expects to fund such construction with cash from operations. If Trump Indiana   
has not obtained the necessary permits within the initial term of 30 months,    
after diligently seeking such permits, the term of the Harbor Lease Agreement   
will be automatically extended to December 31, 2005. No lease payments will be  
made to Lehigh during the first 30 months of the lease. In the event that the   
use of this property continues beyond the 30-month period, Lehigh will be       
entitled to receive a license fee in an amount equal to $125,000 per month for  
each month either Trump Indiana or Barden uses Lehigh's property during the     
remaining term of the lease.                                                    

In 1994, the City of Gary (the "City") commenced a legal proceeding in Lake 
County Superior Court of Indiana captioned City Of Gary v. Lehigh Portland      
Cement Company, et al., in which the City sought to exercise its eminent        
domain power to acquire certain of Lehigh's property, including the Buffington  
Harbor site, for the purpose of using the land as a gaming venture. On May 12,  
1995, the court ruled in favor of the City. Consummation of the condemnation    
process is subject to additional conditions. However, on May 27, 1995, the      
Company entered into a Memorandum of Understanding (the "MOU") with the City    
pursuant to which the City agreed to take all necessary steps to dismiss the    
condemnation suit following the closing of the Site Sale Agreement. This        
proceeding was dismissed with prejudice in July 1995. The Company and Trump     
Indiana further agreed, among other things, to (i) pay to the City $205,000 as  
reimbursement for certain costs and expenses incurred by the City, and pay      
certain additional costs and expenses to be incurred by the City in connection  
with the dismissal of its condemnation suit; (ii) use best efforts to           
negotiate and complete by June 20, 1995 a long-term ground lease pursuant to    
which the City would lease the Buffington Harbor Site to Trump Indiana for a    
period of 99 years with rent at $1.00 per year (the "Buffington Harbor          
Lease"); (iii) transfer title to the Buffington Harbor Site to the City in      
consideration of $1.00 upon closing the Site Sale Agreement, provided the       
Buffington Harbor Lease is then effective; (iv) use best efforts to negotiate   
and complete by July 25, 1995 a development agreement with the City in order    
to confirm Trump Indiana's undertakings to the City pursuant to its             
certificate of suitability; and (v) commence construction at the Buffington     
Harbor site by the later of June 30, 1995 or such date on which all permits     
and approvals necessary for the development and operation of the Buffington     
Harbor site have been obtained, and use best efforts to commence gaming         
operations within ninety (90) days of commencement of construction. On          
September 29, 1995, Trump Indiana, Barden and the City entered into an          
agreement modifying the MOU (the "Amended MOU"). The Amended MOU permits Trump  
Indiana and Barden to retain ownership of the 88-acre parcel at Buffington      
Harbor to be utilized for their riverboat operations for a payment of $5        
million each. To date, the Company and Trump Indiana have complied with the     
terms of the Amended MOU.                                                       

As contemplated in the Amended MOU and required by the certificate of       
suitability, Trump Indiana is negotiating a "Development Agreement" with the    
City, which will serve to memorialize the commitments made by Trump Indiana to  
the City during the licensing process. The Development Agreement will replace   
the Amended MOU and is generally expected to include the principal terms of     
the Amended MOU, subject to certain updated provisions. Trump Indiana's         
certificate of suitability indicates as a condition to the issuance of a        
riverboat owner's license, that among other things, Trump Indiana enter into a  
Development Agreement with the City. In addition, Trump Indiana anticipates     
that the final Development Agreement will include provisions regarding The      
Trump Foundation, a private foundation established by Trump Indiana for         
charitable purposes primarily within the City and Lake County, Indiana. The     
Development Agreement would require Trump Indiana                               

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and the City to enter into a separate agreement which would, among other        
things, require Trump Indiana to contribute to The Trump Foundation $50,000 on  
or before July 15, 1996, $950,000 on or before December 31, 1996 and $100,000   
on or before the end of each calender year thereafter, and to cause The Trump   
Foundation, as one of its charitable purposes, to grant $5,000 college          
scholarships annually to ten seniors graduating from Gary public high schools   
and Performing Arts School.                                                     

On December 9, 1994, the IGC issued to Trump Indiana a certificate of       
suitability for a riverboat owner's license for a riverboat to be docked in     
Buffington Harbor, Indiana. The certificate of suitability constitutes          
approval of the application of Trump Indiana for a riverboat owner's license.   
In January 1996, the IGC extended Trump Indiana's certificate of suitability    
until June 28, 1996. Pursuant to the terms of the certificate of suitability,   
during such period, Trump Indiana must comply with certain statutory and other  
requirements imposed by the IGC. In addition, as a condition to the             
certificate of suitability, Trump Indiana has committed to invest $153 million  
in the Indiana Riverboat and certain related projects and certain economic      
development projects and to pay to the City 1% of adjusted gross receipts       
("AGR") to be used by the City for security and public safety purposes, and an  
additional fee, subject to IGC approval, of 3% of AGR.                          

Failure to comply with the foregoing conditions or the other conditions     
contained in the certificate of suitability and/or failure to commence          
riverboat excursions by such time as required by the IGC could result in the    
revocation of the certificate of suitability or the denial of a riverboat       
owner's license. There can be no assurance that the Company and/or Trump        
Indiana will be able to comply with the terms of the certificate of             
suitability, that it will be further extended if operations do not commence by  
June 28, 1996 or that a riverboat owner's license will ultimately be granted.   
The riverboat owner's license will only be issued upon satisfaction of the      
conditions of the certificate of suitability and the requirements of the        
gaming laws, which include, among other things, the completion of the Indiana   
Riverboat, acquisition of necessary permits or approvals from federal, state    
and local authorities, readiness to commence operations and the execution of a  
Joint Development Agreement with the City. See "Regulatory Matters--Indiana     
Gaming Regulations--Interim Compliance Requirements." If granted, such license  
would be for an initial term of five years and renewable annually thereafter.   
The Company anticipates that its riverboat owner's license (which would         
supersede the certificate of suitability) would impose substantially similar    
conditions on the operations of the Indiana Riverboat, although no assurances   
may be made. With respect to certain land-based facilities, the Company would   
also be dependent on the ability of Barden to obtain the requisite licenses     
and fund its portion of joint construction costs.                               

Commencing in early 1994, Trump Indiana (which was then wholly owned by     
Trump), through its Indiana counsel, had discussions with eight Indiana         
residents regarding the potential purchase by such residents of non-voting      
stock of Trump Indiana, representing a total of 7.5% of the equity in Trump     
Indiana. The purchase price of the stock was to have been paid with a           
promissory note secured by the stock purchased, although the purchase price     
and other material terms of the proposed purchase were never agreed upon. Such  
discussions did not result in an agreement for or the purchase of any stock by  
the residents. It was subsequently determined to include Trump Indiana as a     
wholly owned subsidiary of THCR Holdings in connection with the June 1995       
Offerings. The residents have since asserted a right to purchase stock in       
Trump Indiana. Trump Indiana and the Company do not agree that these            
individuals have any rights with respect to the stock of Trump Indiana or       
otherwise, and have so advised the residents. Although discussions had been     
ongoing with respect to the resolution of this matter, on March 29, 1996, the   
Indiana residents filed a lawsuit against Trump, the Company, THCR Holdings     
and Trump Indiana with respect to this matter. See "--Litigation--Trump         
Indiana."                                                                       

Trump Indiana has entered into a Sales and Construction Agreement with      
Atlantic Marine, Inc. ("AMI") for the purchase and construction of the Indiana  
Riverboat vessel (the "Construction Agreement") for $24 million (the "Vessel    
Contract Price"). Pursuant to the Construction Agreement, to date Trump         
Indiana has paid $21.6 million ($15.1 million provided by the vessel            
financing) of the Vessel Contract Price to AMI. The vessel will remain the      
property of AMI until the Vessel Contract Price is paid in full. All risk of    
damage to or destruction of the vessel and all liability to or for labor        
employed during its construction will be the responsibility                     

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of AMI. Pursuant to the Construction Agreement, AMI will not be responsible     
for (i) any negligent construction or defects in the vessel after nine months   
from the date of acceptance of the vessel by Trump Indiana upon completion of   
the construction or (ii) any incidental or consequential damages.               

Development of the Indiana Riverboat project will require the Company to (a)
acquire rights to traverse, use and/or improve certain parcels of property      
owned by third parties, in order to gain direct, construction and emergency     
access to the property, and (b) acquire access to water, sewer, gas, electric   
and other necessary utility services which presently cannot provide service to  
the site and which may require extension of existing utility service            
facilities across existing rights of way and other property owned by third      
parties. There can be no assurance that the Company will obtain the rights,     
utility services, licenses, permits and approvals necessary to undertake or     
complete its development plans, or that such rights, utility services,          
licenses, permits and approvals will be obtained within the anticipated time    
frame. Before the Indiana Riverboat becomes operational, additional definitive  
agreements must be negotiated and executed, gaming facilities must be           
constructed and a number of further conditions must be satisfied (including     
the licensing of the Company, Barden and their respective employees and the     
receipt of all requisite permits). There can be no assurance that the Indiana   
Riverboat will become operational. See "--Indiana Riverboat," "--Competition,"  
"Risk Factors--The Indiana Riverboat" and "Regulatory Matters--Indiana Gaming   
Regulations."                                                                   

The Company believes that competition in the gaming industry, particularly  
the riverboat and dockside gaming industry, is based on the quality and         
location of gaming facilities, the effectiveness of marketing efforts, and      
customer service and satisfaction. Although management of the Company believes  
that the location of the Indiana Riverboat will allow the Company to compete    
effectively with other casinos in the geographic area surrounding its casino,   
the Company expects competition in the casino gaming industry to be intense as  
more casinos are opened and new entrants into the gaming industry become        
operational. See "--Competition."                                               

The Company has no operating history in Indiana and is unable to predict    
seasonality with respect to the Indiana Riverboat.                              

PROPERTIES                                                                      

THE COMPANY                                                                   

Trump Tower. The Company has entered into a ten year lease with The Trump-  
Equitable Fifth Avenue Company, a corporation wholly owned by Trump, dated as   
of July 1, 1995, for the lease of office space in The Trump Tower in New York   
City, which the Company may use for its general, executive and administrative   
offices. The fixed rent is $115,500 per year, paid in equal monthly             
installments, for the period from July 1, 1995 to June 30, 2000 and will be     
$129,250 per year, paid in equal monthly installments, for the period from      
July 1, 2000 to June 30, 2005. In addition, the Company will pay as additional  
rent, among other things, a portion of the property taxes due each year. The    
Company has the option to terminate this lease upon ninety days' written        
notice and payment of $32,312.50.                                               

TRUMP PLAZA                                                                   

Plaza Associates owns and leases several parcels of land in and around      
Atlantic City, New Jersey, each of which is used in connection with the         
operation of Trump Plaza and each of which is currently subject to the liens    
of the mortgages associated with the Plaza Notes (collectively, the "Plaza      
Mortgages") and certain other liens. Upon consummation of the Merger            
Transaction, these parcels of land will secure the Mortgage Notes. Upon its     
acquisition, Trump Plaza East would also become subject to the mortgage         
securing the Mortgage Notes.                                                    

Plaza Casino Parcel. Trump Plaza's main tower is located on The Boardwalk in
Atlantic City, New Jersey, next to the existing Atlantic City Convention        
Center. It occupies the entire city block (approximately 2.38 acres) bounded    
by The Boardwalk, Mississippi Avenue, Pacific Avenue and Columbia Place (the    
"Plaza Casino Parcel").                                                         

The Plaza Casino Parcel consists of four tracts of land, one of which is    
owned by Plaza Associates and three of which are leased to Plaza Associates     
pursuant to three non-renewable ground leases, each of which                    

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expires on December 31, 2078 (each, a "Plaza Ground Lease"). Trump Seashore     
Associates ("Trump Seashore"), Seashore Four Associates ("Seashore Four") and   
Plaza Hotel Management Company (each, a "Plaza Ground Lessor") are the          
owners/lessors under such respective Plaza Ground Leases (respectively, the     
"TSA Lease," "SFA Lease" and "PHMC Lease"; the land which is subject to the     
Plaza Ground Leases (which includes Additional Parcel 1, as defined) is         
referred to collectively as the "Plaza Leasehold Tracts" and individually as a  
"Plaza Leasehold Tract"). Trump Seashore and Seashore Four are 100%             
beneficially owned by Trump and are, therefore, affiliates of the Company.      

The Plaza Ground Leases provide that each Plaza Ground Lessor may encumber  
its fee estate with mortgage liens, but any such fee mortgage will not          
increase the rent under the applicable Plaza Ground Lease and must be           
subordinate to such Plaza Ground Lease. Accordingly, any default by a Plaza     
Ground Lessor under any such fee mortgage will not result in a termination of   
the applicable Plaza Ground Lease but would permit the fee mortgagee to bring   
a foreclosure action and succeed to the interests of the Plaza Ground Lessor    
in the fee estate, subject to Plaza Associates' leasehold estate under such     
Plaza Ground Lease. Each Plaza Ground Lease also specifically provides that     
the Plaza Ground Lessor may sell its interest in the applicable Plaza           
Leasehold Tract, but any such sale would be made subject to Plaza Associates'   
interest in the applicable Plaza Ground Lease.                                  

On August 1, 1991, as security for indebtedness owed to a third party, Trump
Seashore transferred its interest in the TSA Lease to United States Trust       
Company of New York ("UST"), as trustee for the benefit of such third party     
creditor. The trust agreement among UST, Trump Seashore and such creditor       
provides that the trust shall terminate on the earlier of (i) August 1, 2012    
or (ii) the date on which such third party creditor certifies to UST that all   
principal, interest and other sums due and owing from Trump Seashore to such    
third party creditor have been paid.                                            

On September 20, 1995, Trump Seashore and its third party lender entered    
into a mortgage note modification and extension agreement, pursuant to which    
Trump Seashore and such third party lender extended the term of the             
indebtedness described above, which matured in October 1993, to September 30,   
1996, and increased the interest rate to be paid on such indebtedness to one    
and one-half percent in excess of the interest rate stated by such third party  
lender to be its prime rate.                                                    

The SFA Lease, the TSA Lease and the PHMC Lease each contain options        
pursuant to which Plaza Associates may purchase the Plaza Leasehold Tract       
covered by such Plaza Ground Lease at certain times during the term of such     
Plaza Ground Lease under certain circumstances. The purchase price pursuant to  
each option is specified in the SFA Lease, the TSA Lease and the PHMC Lease,    
respectively.                                                                   

The Plaza Ground Leases are "net leases" pursuant to which Plaza Associates,
in addition to the payment of fixed rent, is responsible for all costs and      
expenses with respect to the use, operation and ownership of the Plaza          
Leasehold Tracts and the improvements now, or which may in the future be,       
located thereon, including, but not limited to, all maintenance and repair      
costs, insurance premiums, real estate taxes, assessments and utility charges.  

The improvements located on the Plaza Leasehold Tracts are owned by Plaza   
Associates during the terms of the respective Plaza Ground Leases, and upon     
the expiration of the term of each Plaza Ground Lease (for whatever reason),    
ownership of such improvements will vest in the Plaza Ground Lessor.            

If a bankruptcy case is filed by or commenced against a Plaza Ground Lessor 
under applicable bankruptcy law, the trustee in bankruptcy in a liquidation or  
reorganization case under the applicable bankruptcy law, or a debtor-in-        
possession in a reorganization case under the applicable bankruptcy law, has    
the right, at its option, to assume or reject the Plaza Ground Lease of the     
debtor-lessor (subject, in each case, to court approval). If the Plaza Ground   
Lease is assumed, the rights and obligations of Plaza Associates thereunder,    
and the rights of the trustee with respect to the Plaza Notes (the "Plaza Note  
Trustee") (and, following the issuance of the Mortgage                          

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Notes, the rights of the trustee for the Mortgage Notes (the "Mortgage Note     
Trustee") as leasehold mortgagee under agreements relating to the issuance of   
the Plaza Notes (the "Plaza Note Agreements"), would continue in full force     
and effect). If the Plaza Ground Lease is rejected, Plaza Associates would      
have the right, at its election, either (i) to treat the Plaza Ground Lease as  
terminated or (ii) to continue in possession of the land and improvements       
under the Plaza Ground Lease for the balance of the term thereof and at the     
rental set forth therein (with a right to offset against such rent any damages  
caused by the Plaza Ground Lessor's failure to thereafter perform its           
obligations under such Plaza Ground Lease). Under the Plaza Note Agreements,    
Plaza Associates assigned to the Plaza Note Trustee its rights to elect         
whether to treat the Plaza Ground Lease as terminated or to remain in           
possession of the leased premises if the Plaza Ground Leases are rejected. In   
connection with the issuance of the Mortgage Notes, the Mortgage will provide   
that Plaza Associates will assign such rights to the Mortgage Note Trustee.     

In the case of the Plaza Ground Leases, the rejection of a Plaza Ground     
Lease by a trustee in bankruptcy or debtor-lessor (as debtor-in-possession)     
may result in termination of any options to purchase the fee estate of the      
debtor-lessor and the Plaza Note Trustee's option (as leasehold mortgagee as    
described above), if the Plaza Ground Lease is terminated, to enter into a new  
lease directly with the lessor. In addition, under an interpretation of New     
Jersey law, it is possible that a court would regard such options as separate   
contracts and, therefore, severable from the Plaza Ground Lease. In such        
event, the trustee in bankruptcy or debtor-lessor (as debtor-in-possession)     
could assume the Plaza Ground Lease, while rejecting some or all of such        
options under the Plaza Ground Lease.                                           

Parking Parcels. Plaza Associates owns a parcel of land (the "Plaza Garage  
Parcel") located across the street from the Plaza Casino Parcel and along       
Pacific Avenue in a portion of the block bounded by Pacific Avenue,             
Mississippi Avenue, Atlantic Avenue and Missouri Avenue. Plaza Associates has   
constructed on the Plaza Garage Parcel a ten-story parking garage capable of    
accommodating approximately 2,650 cars and which includes offices and a bus     
transportation center with bays accommodating up to 13 buses at one time. An    
enclosed pedestrian walkway from the parking garage accesses Trump Plaza at     
the casino level. Parking at the parking garage is available to Trump Plaza's   
guests, as well as to the general public. One of the tracts comprising a        
portion of the Plaza Garage Parcel is subject to a first mortgage on Plaza      
Associates' fee interest in such tract. As of December 31, 1995, such mortgage  
secured indebtedness had an approximate outstanding principal balance of $0.1   
million.                                                                        

Plaza Associates leases, pursuant to the PHMC Lease, a parcel of land       
located on the northwest corner of the intersection of Mississippi and Pacific  
Avenues consisting of approximately 11,800 square feet ("Additional Parcel 1")  
and owns another parcel on Mississippi Avenue adjacent to Additional Parcel 1   
consisting of approximately 5,750 square feet (the "Bordonaro Parcel").         
Additional Parcel 1 and the Bordonaro Parcel are presently paved and used for   
surface parking.                                                                

Plaza Associates also owns five parcels of land, aggregating approximately  
43,300 square feet, and subleases one parcel consisting of approximately 3,125  
square feet. All of such parcels are contiguous and are located along Atlantic  
Avenue, in the same block as the Plaza Garage Parcel. They are used for         
signage and surface parking and are not encumbered by any mortgage liens other  
than those of the Plaza Mortgages.                                              

Warehouse Parcel. Plaza Associates owns a warehouse and office facility     
located in Egg Harbor Township, New Jersey, containing approximately 64,000     
square feet of space (the "Egg Harbor Parcel"). The Egg Harbor Parcel is        
encumbered by a first mortgage having an outstanding principal balance, as of   
December 31, 1995, of approximately $1.5 million and is encumbered by the       
Plaza Mortgage.                                                                 

Trump Plaza East. In connection with the Merger Transaction, Plaza          
Associates intends to exercise the Trump Plaza East Purchase Option, a five-    
year option to purchase the fee and leasehold interests comprising Trump Plaza  
East. In October 1993, Plaza Associates assumed the leases associated with      
Trump Plaza East. Until such time as the Trump Plaza East Purchase Option is    
exercised or expires, Plaza Associates is obligated to pay the net expenses     
associated with Trump Plaza East. See "Management's Discussion and Analysis of  
Financial                                                                       

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Condition and Results of Operations--Liquidity and Capital Resources" and       
"Management--Compensation Committee Interlocks and Insider Participation--      
Certain Related Party Transactions of Trump--Plaza Associates." During the      
years ended December 31, 1995 and 1994, Plaza Associates incurred               
approximately $3.8 million and $4.9 million, respectively, of such expenses.    
Under the Trump Plaza East Purchase Option, Plaza Associates has the right to   
acquire the fee interest in Trump Plaza East for a purchase price of $28.0      
million through December 31, 1996 increasing by $1.0 million annually           
thereafter until expiration on June 30, 1998.                                   

Plaza Associates currently intends to exercise the Trump Plaza East Purchase
Option in connection with the Merger Transaction. However, if Plaza Associates  
does not exercise the Trump Plaza East Purchase Option in connection with the   
Merger Transaction, up to $30.0 million of internally generated funds and/or    
additional financing would be required to fund the acquisition pursuant to the  
existing purchase option. There can be no assurance that such financing would   
be available on attractive terms, if at all. In addition, the exercise of the   
Trump Plaza East Purchase Option may require the consent of certain of Trump's  
personal creditors, and there can be no assurance that such consent will be     
obtained at the time Plaza Associates desires to exercise the Trump Plaza East  
Purchase Option. The CCC has required that Plaza Associates exercise the Trump  
Plaza East Purchase Option no later than July 1, 1996. Plaza Associates         
intends to request that the CCC extend the July 1, 1996 deadline for            
exercising the Trump Plaza East Purchase Option if it is not exercised in       
connection with the Merger Transaction, although there can be no assurance      
that such extension would be granted. Failure of the Company to acquire Trump   
Plaza East, to obtain an extension of the July 1, 1996 deadline or to obtain    
an extension of the existing lease of the premises beyond its current June 30,  
1998 expiration date would have a material adverse effect on the Company. See   
"Management--Compensation Committee Interlocks and Insider Participation--      
Certain Related Party Transactions of Trump--Plaza Associates."                 

Plaza Associates has substantially completed its renovation and integration 
of Trump Plaza East. If Plaza Associates is unable to finance the purchase      
price of Trump Plaza East pursuant to the Trump Plaza East Purchase Option,     
any amounts expended with respect to Trump Plaza East, including payments       
under the Trump Plaza East Purchase Option and the lease pursuant to which      
Plaza Associates leases Trump Plaza East, and any improvements thereon, would   
inure to the benefit of the owner of Trump Plaza East and not to Plaza          
Associates and would increase the cost of demolition of any improvements for    
which Plaza Associates would be liable. As of December 31, 1995, Plaza          
Associates had capitalized approximately $35.7 million in construction costs    
related to Trump Plaza East. If the development of Trump Plaza East is not      
successful, the Company would be required to write off the capitalized          
construction costs associated with the project.                                 

In September 1993, Trump (as predecessor in interest to Plaza Associates    
under the lease for Trump Plaza East) entered into the Time Warner Sublease     
with Time Warner pursuant to which Time Warner subleased the entire first       
floor of retail space for a new Warner Brothers Studio Store which opened in    
July 1994. The Time Warner Sublease provides for a ten-year term which expires  
on the last day of the month immediately preceding the tenth anniversary of     
the commencement date and contains two five-year renewal options exercisable    
by Time Warner. Time Warner renovated the premises in connection with opening   
the studio store. Rent under the Time Warner Sublease is currently accruing     
and will not become due and payable to Plaza Associates until the satisfaction  
of certain conditions designed to protect Time Warner from the termination of   
the Time Warner Sublease by reason of the termination of Plaza Associates'      
leasehold estate in Trump Plaza East or the foreclosure of a certain mortgage   
(prior to the exercise of the Trump Plaza East Purchase Option) and until Time  
Warner's unamortized construction costs are less than accrued rent. No          
assurances can be made that such conditions will be satisfied. In addition,     
Time Warner may terminate the Time Warner Sublease at any time after July 1996  
in the event that gross sales for the store do not meet certain threshold       
amounts or at any time if Plaza Associates fails to operate a first-class       
hotel on Trump Plaza East. See "Management--Compensation Committee Interlocks   
and Insider Participation--Certain Related Party Transactions of Trump--Plaza   
Associates."                                                                    

Trump World's Fair. Pursuant to the Trump World's Fair Purchase Option, on  
June 12, 1995, Plaza Associates acquired title to Trump World's Fair. See       
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations--Plaza Associates--Liquidity and Capital Resources." Pursuant to an  

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easement agreement with The New Jersey Sports and Exposition Authority          
("NJSEA"), Plaza Associates has an exclusive easement over, in and through the  
portions of the Atlantic City Convention Center to be used as the pedestrian    
walkway connecting the Trump Plaza's main tower and Trump World's Fair. The     
easement is for a 25-year term and may be renewed at the option of Plaza        
Associates for one additional 25-year period. In consideration of the granting  
of the easement, Plaza Associates must pay to NJSEA the sum of $2,000,000       
annually, such annual payment to be adjusted every five years to reflect        
changes in the consumer price index. Plaza Associates will have the right to    
terminate the easement agreement at any time upon six months' notice to NJSEA   
in consideration of a termination payment of $1,000,000. See also               
"Management--Compensation Committee Interlocks and Insider Participation--      
Certain Related Party Transactions of Trump--Plaza Associates" and "Regulatory  
Matters--New Jersey Gaming Regulations--Approved Hotel Facilities."             

Superior Mortgages. The liens securing the indebtedness on the Plaza Garage 
Parcel and the Egg Harbor Parcel (all of such liens are collectively called     
the "Existing Senior Plaza Mortgages") are all senior to the liens of the       
Plaza Mortgages and will be senior to the liens of mortgages associated with    
the Mortgage Notes. The principal amount currently secured by such Existing     
Senior Plaza Mortgages as of December 31, 1995 was, in the aggregate,           
approximately $3.0 million.                                                     

Plaza Associates has financed or leased and from time to time will finance  
or lease its acquisition of furniture, fixtures and equipment. The lien in      
favor of any such lender or lessor may be senior to the liens of the mortgages  
associated with the Mortgage Notes.                                             

TAJ MAHAL                                                                     

Taj Associates owns and leases several parcels of land in Atlantic City, New
Jersey, each of which is used in connection with the operation of the Taj       
Mahal and each of which is encumbered by the amended mortgage securing the Taj  
Bonds and the mortgage securing the Working Capital Facility. Upon              
consummation of the Merger Transaction, these parcels of land will secure the   
Mortgage Notes and could secure any replacement of the Working Capital          
Facility as well as certain expansion debt that Trump AC and its subsidiaries   
are permitted to incur. All of the following properties (other than certain     
property underlying the casino parcel and the facilities, which are owned by    
Taj Associates and the office space leased in The Trump Tower) comprise the     
Specified Parcels.                                                              

The Casino Parcel. The land comprising the site upon which the Taj Mahal is 
located consists of approximately 17 acres, which are bounded by The Boardwalk  
to the south, Maryland Avenue to the east, Pennsylvania Avenue to the west and  
which extends to the north towards Pacific Avenue for approximately three-      
quarters of a city block on the western portion of the site and two-thirds of   
a city block on the eastern portion of the site. Construction was               
substantially completed and the Taj Mahal was opened to the public on April 2,  
1990.                                                                           

Taj Entertainment Complex. The Taj Entertainment Complex is situated on a   
parcel of land leased from Realty Corp. and features a 20,000-square-foot       
multi-purpose entertainment complex known as the Xanadu Theater with seating    
capacity for approximately 1,200 people, which can be used as a theater,        
concert hall, boxing arena or exhibition hall. In connection with of the        
Merger Transaction, Taj Associates will purchase the Taj Entertainment          
Complex.                                                                        

Steel Pier. Taj Associates leases the Steel Pier from Realty Corp. In       
connection with the Merger Transaction, Taj Associates will purchase the Steel  
Pier. A condition imposed on Taj Associates' CAFRA Permit (which, in turn, is   
a condition of Taj Associates' casino license) initially required that Taj      
Associates begin construction of certain improvements on the Steel Pier by      
October 1992, which improvements were to be completed within 18 months of       
commencement. Taj Associates initially proposed a concept to improve the Steel  
Pier, the estimated cost of which improvements was $30 million. Such concept    
was approved by the New Jersey Department of Environmental Protection           
("NJDEP"), the agency which administers CAFRA. In March 1993, Taj Associates    
obtained a modification of its CAFRA permit providing for the extension of the  
required commencement and completion dates of the improvements to the Steel     
Pier for one year based upon an interim use of the Steel Pier for an amusement  
park. Taj Associates received additional one-year extensions, most              

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recently through March 1997, of the required commencement and completion dates  
of the improvements of the Steel Pier based upon the same interim use of the    
Steel Pier for an amusement park pursuant to a sublease ("Pier Sublease") with  
an amusement park operator ("Pier Subtenant"). The Pier Sublease provides for   
a five-year lease term through December 31, 1999. However, Taj Associates may   
terminate the Pier Sublease after December 31 of each year if written notice    
of termination is given to the Pier Subtenant on or before September 1 of such  
year.                                                                           

Office and Warehouse Space. Taj Associates owns an office building located  
on South Pennsylvania Avenue adjacent to the Taj Mahal. In addition, Taj        
Associates, in April 1991, purchased for approximately $1.7 million certain     
facilities of TCA which are presently leased to commercial tenants and used     
for office space and vehicle maintenance facilities. Taj Associates currently   
leases from Realty Corp a warehouse complex of approximately 34,500 square      
feet. As a part of the Specified Parcels purchase in connection with the        
Merger Transaction, Taj Associates will purchase such warehouse.                

Taj Associates has entered into a lease with The Trump-Equitable Fifth      
Avenue Co., a corporation wholly owned by Trump, for the lease of office space  
in The Trump Tower in New York City, which Taj Associates uses as a marketing   
office. The monthly payments under the lease had been $1,000, and the premises  
were leased at such rent for four months in 1992, the full twelve months in     
1993 and 1994 and eight months in 1995. On September 1, 1995, the lease was     
renewed for a term of five years with an option for Taj Associates to cancel    
the lease on September 1 of each year, upon six months' notice and payment of   
six months' rent. Under the renewed lease, the monthly payments are $2,184.     

Parking. The Taj Mahal provides parking for approximately 5,200 cars of     
which 4,600 spaces are located in indoor parking garages and 600 spaces are     
located on land leased to Taj Associates by Realty Corp. In addition, Taj       
Associates entered into a lease agreement with TCA to share its employee        
parking facilities. In connection with the Taj Mahal Expansion, Taj Associates  
will expand its self-parking facilities by 2,000 spaces.                        

Themed Restaurants. Hard Rock Cafe International (N.J.), Inc. ("Hard Rock") 
has entered into a fifteen-year lease (the "Hard Rock Cafe Lease") with Taj     
Associates for the lease of space at the Taj Mahal for a Hard Rock Cafe. The    
basic rent under the Hard Rock Cafe Lease is $750,000 per year, paid in equal   
monthly installments, for the first 10 years of the lease term, and will be     
$825,000 per year, paid in equal monthly installments, for the remaining 5      
years of the lease term. In addition, Hard Rock will pay percentage rent in an  
amount equal to 10% of Hard Rock's annual gross sales in excess of $10          
million. Hard Rock has the right to terminate the Hard Rock Cafe Lease on the   
tenth anniversary thereof and also has the option to extend the term of the     
lease for an additional five year period at an annual basic rental of $907,500  
during such renewal term.                                                       

Rainforest Cafe, Inc.-Atlantic City ("Rainforest") has entered into a ten-  
year lease (the "Rainforest Cafe Lease") with Taj Associates for the lease of   
space at the Taj Mahal for a Rainforest Cafe. The basic rent under the          
Rainforest Cafe Lease is $2.5 million per year, paid in equal monthly           
installments. In addition, Rainforest will pay percentage rent in an amount     
equal to the difference, if any, between (i) 10% of Rainforest's gross sales    
made during each calendar month during the lease term and (ii) one-twelfth of   
the annual basic rent. Rainforest has the option to extend the term of the      
Rainforest Cafe Lease for two successive additional terms of five years each    
at an annual basic rental of $2.75 million during the first renewal term and    
an annual basic rental of $3,025,000 during the second renewal term. The        
Rainforest Cafe Lease will require Taj Associates to contribute $2.5 million    
toward construction after the project is completed and the restaurant opens     
for business.                                                                   

All Star Cafe, Inc. ("All Star") has entered into a twenty-year lease (the  
"All Star Cafe Lease"), with Taj Associates for the lease of space at the Taj   
Mahal for an All Star Cafe. The basic rent under the All Star Cafe Lease is $1  
million per year, paid in equal monthly installments. In addition, All Star     
will pay percentage rent in an amount equal to the difference, if any, between  
(i) 8% of All Star's gross sales made during each calendar month during the     
first lease year, 9% of All Star's gross sales made during each calendar month  
during the second lease year and 10% of All Star's gross sales made during      
each calendar month during the third through the twentieth lease years, and     
(ii) one-twelfth of the annual basic rent.                                      

The total minimum annual rental payments payable under these three leases   
will be $4.25 million.                                                          

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INDIANA RIVERBOAT                                                             

See "--Indiana Riverboat."                                                  

TRADEMARK/LICENSING                                                             

Pursuant to the License Agreement, Trump granted to the Company the world-  
wide right and license to use the Marks in connection with casino and gaming    
activities and related services and products. The license is exclusive,         
subject to existing licenses of the Marks to the Taj Mahal (prior to the        
Merger Transaction) and Trump's Castle. The License Agreement does not          
restrict or restrain Trump from the right to use or further license the Trump   
Names in connection with services and products other than casino services and   
products.                                                                       

The license is for a term of the later of (i) June 2015; (ii) such time as  
Trump and his affiliates no longer hold a 15% or greater voting interest in     
the Company; or (iii) such time as Trump ceases to be employed or retained      
pursuant to an employment, management, consulting or similar services           
agreement with the Company. Upon expiration of the term of the license, Trump   
has agreed to grant the Company a non-exclusive license for a reasonable        
period of transition on terms to be mutually agreed upon between Trump and the  
Company. Trump's obligations under the License Agreement are secured by a       
security agreement, pursuant to which Trump granted the Company a first         
priority security interest in the Marks for use in connection with casino       
services, as well as related hotel, bar and restaurant services. See "Risk      
Factors--Limitations on License of the Trump Name."                             

RESTRUCTURINGS                                                                  

THE 1992 PLAZA RESTRUCTURING                                                  

In 1991, Trump Plaza experienced liquidity problems. Management believes    
that those liquidity problems were attributable, in part, to an overall         
deterioration in the Atlantic City gaming market, as indicated by reduced       
rates of casino revenue growth for the industry for the two prior years,        
aggravated by an economic recession in the Northeast. In addition, increased    
casino gaming capacity in Atlantic City, due in part to the opening of the Taj  
Mahal in April 1990, may also have contributed to Trump Plaza's liquidity       
problems.                                                                       

In order to alleviate its liquidity problem, pursuant to the 1992 Plaza     
Restructuring, Plaza Associates and Plaza Funding restructured their            
indebtedness through a prepackaged plan of reorganization under Chapter 11 of   
the Bankruptcy Code.                                                            

The purpose of the 1992 Plaza Restructuring was to improve the amortization 
schedule and extend the maturity of Plaza Associates' indebtedness by (i)       
eliminating the sinking fund requirement on Plaza Funding's 12 7/8% Mortgage    
Bonds, due 1998 (the "Original Plaza Bonds"), (ii) extending the maturity of    
such indebtedness from 1998 to 2002, (iii) lowering the interest rate from 12   
7/8% per annum to 12% per annum, (iv) reducing the aggregate principal amount   
of the indebtedness under the Original Plaza Bonds and certain other            
indebtedness from $250 million to $225 million and (v) eliminating certain      
other indebtedness by reconstituting such debt in part as new bonds (the        
"Successor Plaza Bonds") and in part as Stock Units (as defined). The 1992      
Plaza Restructuring was necessitated by the inability to either generate cash   
flow or obtain additional financing sufficient to make the scheduled sinking    
fund payment on the Original Plaza Bonds. In connection with the 1992 Plaza     
Restructuring, each holder of $1,000 principal amount of Original Plaza Bonds   
and such other indebtedness received (i) $900 principal amount of Successor     
Plaza Bonds, (ii) 12 Stock Units, each representing one share of Common Stock   
and one share of Preferred Stock of Plaza Funding (the "Stock Units") and       
(iii) cash payments of approximately $58.65, reflecting accrued interest.       

On May 29, 1992, Plaza Funding, which theretofore had no interest in Plaza  
Associates, received a 50% beneficial interest in TP/GP, Inc. ("Trump Plaza     
GP"), and Plaza Funding and Trump Plaza GP were admitted as partners of Plaza   
Associates. Plaza Funding also issued approximately three million Stock Units   
to holders of the Original Plaza Bonds and certain other indebtedness.          
Pursuant to the terms of Plaza Associates' partnership agreement, Plaza         
Funding was issued a preferred partnership interest, which provided Plaza       
Funding with                                                                    

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partnership distributions designed to pay dividends on, and the redemption      
price of, the Stock Units. Trump Plaza GP became the managing general partner   
of Plaza Associates, and, through its Board of Directors, managed the affairs   
of Plaza Associates. Trump Plaza GP was subsequently merged with and into       
Plaza Funding, which became the managing general partner of Plaza Associates.   

The Successor Plaza Bonds and the Stock Units were redeemed in 1993 out of  
the proceeds of a refinancing designed to enhance Trump Plaza's liquidity and   
to position the Trump Plaza for a subsequent deleveraging transaction. The      
1993 refinancing included (i) the sale by Plaza Funding of $330 million in      
aggregate principal amount of Plaza Notes and (ii) the sale by Trump AC of $60  
million aggregate principal amount of PIK Notes and PIK Note Warrants to        
acquire an aggregate of $12 million in principal amount of additional PIK       
Notes. Upon consummation of the refinancing, Plaza Funding held a 1% equity     
interest in Plaza Associates and Plaza Holding held a 99% equity interest.      

THE 1991 TAJ RESTRUCTURING                                                    

During 1990 and 1991, Taj Associates experienced liquidity problems. Taj    
Associates believes that these problems were attributable, in part, to an       
overall deterioration in the Atlantic City gaming market, as indicated by       
reduced rates of casino revenue growth for the industry for the two prior       
years, aggravated by an economic recession in the Northeast and the Persian     
Gulf War, as well as the risks inherent in the establishment of a new business  
enterprise. Comparatively, excessive casino gaming capacity in Atlantic City    
may also have contributed to Taj Associates' liquidity problems.                

As a result of Taj Associates' liquidity problems, Taj Funding failed to    
make its November 15, 1990 and May 15, 1991 interest payments on its Old Taj    
Bonds, resulting in an event of default under the indenture with respect to     
such Old Taj Bonds. During 1990 and 1991, Taj Associates also failed to pay     
certain principal and interest installments on certain indebtedness due under   
its loan with NatWest.                                                          

In order to alleviate its liquidity problems, during 1991, TTMC, Taj        
Funding, Taj Associates and TTMI (together, the "Debtors") restructured their   
indebtedness through the 1991 Taj Restructuring, which was a "prepackaged"      
plan of reorganization under Chapter 11 of the Bankruptcy Code. At the time,    
the Debtors believed that there was no alternative to their liquidity problems  
other than filing petitions under the Bankruptcy Code. Taj Associates had been  
unable to obtain additional financing, and Taj Funding was restricted from      
amending the payment terms of the Old Taj Bonds outside of a case under the     
Bankruptcy Code without the unanimous consent of the holders thereof. The       
purpose of the 1991 Taj Restructuring was to improve the amortization schedule  
and extend the maturity of Taj Associates' indebtedness by reducing and         
deferring the Debtors' annual debt service requirements by (i) restructuring    
Taj Associates' and affiliated entities' long-term indebtedness to NatWest,     
First Fidelity and Bankers Trust and (ii) issuing the Taj Bonds with an         
overall lower rate of interest as compared with the Old Taj Bonds.              

Upon consummation of the 1991 Taj Restructuring on October 4, 1991, Taj     
Associates issued to the holders of the Old Taj Bonds a general partnership     
interest representing 49.995% of the equity of Taj Associates. Such holders in  
turn contributed such partnership interest to Taj Holding. Taj Funding and Taj  
Holding also issued the Units to the holders of the Old Taj Bonds. As part of   
the 1991 Taj Restructuring, TM/GP, which has no other assets, received a        
49.995% partnership interest in Taj Associates from Taj Holding. Trump also     
contributed to Taj Holding a 50% ownership interest in TTMC, which owns a .01%  
interest in Taj Associates, in exchange for the Taj Holding Class C Common      
Stock, as described below.                                                      

At the time of these transfers, Taj Holding issued 1,350,000 shares of Taj  
Holding Class A Common Stock and 729,458 shares of Taj Holding Class B Common   
Stock to the holders of the Old Taj Bonds and 1,350,000 shares of Taj Holding   
Class C Common Stock to Trump. In accordance with the terms of the Taj Bond     
Indenture, a portion of the interest on the Taj Bonds may be paid in            
additional Taj Bonds. At May 15, 1992, 1993, 1994 and 1995, 8,844 Units         
comprised of $8,844,000 of Taj Bonds and 8,844 shares of Taj Holding Class B    
Common Stock, 14,579 Units comprised of $14,579,000 of Taj Bonds and 14,579     
shares of Taj Holding Class B Common                                            

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Stock, 12,249 Units comprised of $12,249,000 of Taj Bonds and 12,249 shares of  
Taj Holding Class B Common Stock and 15,112 Units comprised of $15,112,000 of   
Taj Bonds and 15,112 shares of Taj Holding Class B Common Stock, respectively,  
were issued in lieu of the payment of a portion of the cash interest on the     
outstanding Taj Bonds.                                                          

CERTAIN INDEBTEDNESS                                                            

THE COMPANY                                                                   

The Mortgage Notes. Trump AC is issuing in an underwritten offering         
$1,200,000,000 aggregate principal amount of Mortgage Notes with a maturity of  
ten years. The Mortgage Notes include restrictive covenants prohibiting or      
limiting, among other things, the sale of assets, the making of acquisitions    
and other investments, capital expenditures, the incurrence of additional debt  
and liens and the payment of dividends and distributions. Non-compliance could  
result in the acceleration of such indebtedness. In addition, the Mortgage      
Notes contain a requirement that Trump AC offer to purchase each holder's       
Mortgage Notes at 101% of the principal amount thereof, together with accrued   
and unpaid interest to the date of repurchase, upon a "Change of Control." The  
Mortgage Note Indenture will define a "Change of Control" to include events     
similar to those constituting a "Change of Control" under the Senior Note       
Indenture (generally, an acquisition by a person or group of affiliated         
persons other than Trump of more than a 35% voting interest in the Company,     
unless Trump owns more than such percentage). The failure by THCR Holdings to   
maintain 100% beneficial ownership of Trump AC will also constitute a Mortgage  
Note "Change of Control."                                                       

Senior Notes. THCR Holdings and THCR Funding (the "THCR Obligors") are the  
issuers of $155 million principal amount of Senior Notes. The Senior Notes are  
the joint and several obligations of the THCR Obligors. Interest on the Senior  
Notes is payable semiannually in arrears. In connection with the Merger         
Transaction, the THCR Obligors will solicit from the holders of Senior Notes    
the waiver of, and the consent to modify, certain provisions of the Senior      
Note Indenture.                                                                 

The Senior Notes mature on June 15, 2005. The Senior Notes are not          
redeemable prior to June 15, 2000, except pursuant to a Required Regulatory     
Redemption (as defined in the Senior Note Indenture). Thereafter, the Senior    
Notes may be redeemed at the option of the THCR Obligors, in whole or in part,  
at any time on or after June 15, 2000 at the redemption prices set forth in     
the Senior Note Indenture, together with accrued and unpaid interest to the     
date of redemption.                                                             

The obligations of the THCR Obligors under the Senior Note Indenture are    
secured by (1) an assignment and pledge to the trustee under the Senior Note    
Indenture (the "Senior Note Trustee") of (a) 99% of the general partnership     
interests in Plaza Associates, (b) 100% of the capital stock of Plaza Funding   
(the holder of the remaining 1% general partnership interest in Plaza           
Associates, which 1% is pledged exclusively for the benefit of the holders of   
the Plaza Notes until the Plaza Note Purchase, at which time such interest      
will be pledged for the exclusive benefit of the holders of the Senior Notes),  
(c) 100% of the general partnership interests in Trump AC, (d) 100% of the      
capital stock of Plaza Holding Inc., a direct wholly owned subsidiary of THCR   
Holdings which owns a 1% general partnership interest in Trump AC, (e) 100% of  
the capital stock of Trump Indiana, (f) 100% of the capital stock of THCR       
Funding, (g) other equity interests issued from time to time by THCR Holdings   
or any of its Subsidiaries (as defined in the Senior Note Indenture) and (h)    
promissory notes issued by THCR Holdings or any of its Subsidiaries, excluding  
Unrestricted Subsidiaries (as defined in the Senior Note Indenture) from time   
to time directly owned or acquired by THCR Holdings; (2) certain remaining net  
proceeds from the June 1995 Offerings; and (3) certain proceeds from time to    
time received, receivable or otherwise distributed in respect of the assets     
described in clauses (1) and (2) above (collectively, the "Senior Note          
Collateral"). The security interests in the Senior Note Collateral are first    
priority security interests and are exclusive except to the extent required by  
the Plaza Note Indenture to equally and ratably secure the Plaza Notes (prior   
to the retirement of the Plaza Notes) with respect to any of the direct or      
indirect equity interests in Plaza                                              

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Associates, Plaza Funding, Trump AC and Plaza Holding Inc. (as described        
below). Any equity interests in Subsidiaries of THCR Holdings which are         
acquired by THCR Holdings will be assigned and pledged to the Senior Note       
Trustee and the security interests granted in such equity interests will be     
exclusive, first priority security interests.                                   

PLAZA ASSOCIATES                                                              

The Plaza Notes, $330 million of which are outstanding, were issued by Plaza
Funding, with Plaza Associates providing a full and unconditional guaranty      
thereof. In connection with the Merger Transaction, the Plaza Notes will be     
retired. The Plaza Notes mature in 2001 and bear interest semiannually in       
arrears. The Plaza Notes are subject to redemption at any time on or after      
June 15, 1998, at the option of Plaza Funding or Plaza Associates, in whole or  
in part, at the redemption prices set forth in the Plaza Note Indenture. In     
addition, upon the occurrence of a Plaza Note Change of Control (as defined in  
the Plaza Note Indenture), each holder of Plaza Notes may require Plaza         
Funding or Plaza Associates to repurchase such holder's Plaza Notes at 101% of  
the principal amount thereof, together with accrued and unpaid interest to the  
date of repurchase.                                                             

Until the Plaza Note Purchase, Plaza Funding and Plaza Associates'          
obligations under the Plaza Note Indenture are secured principally by (i) the   
mortgage encumbering substantially all of Plaza Associates' assets (the "Plaza  
Note Mortgage") (see "--Properties") and (ii) the pledge by Plaza Funding of    
its 1% general partnership interest in Plaza Associates and, equally and        
ratably with the Senior Notes to the extent required by the Plaza Note          
Indenture, by a pledge of (x) 100% of the general partnership interest in       
Trump AC, (y) Trump AC's 99% general partnership interest in Plaza Associates   
and (z) 100% of the capital stock of Plaza Funding and Plaza Holding Inc. (the  
holder of the remaining 1% of Trump AC) (the "Plaza Note Security"). Following  
the Plaza Note Purchase in connection with the Merger Transaction, the Plaza    
Note Security will be released and (i) subject to clause (ii), Plaza            
Associates' assets, together with Taj Associates' assets, will secure the       
Mortgage Notes and (ii) the Senior Notes will have an exclusive security        
interest in 100% of the equity of all of THCR Holdings' direct or indirect      
Subsidiaries (as defined in the Senior Note Indenture).                         

In addition to the foregoing, Plaza Associates' long-term indebtedness      
includes approximately $3.0 million of outstanding mortgage notes as of         
December 31, 1995, described under "--Properties."                              

TAJ ASSOCIATES                                                                

Taj Bonds. In connection with the 1991 Taj Restructuring, Taj Funding and   
Taj Holding issued Units, each of which was comprised of $1,000 principal       
amount of Taj Bonds and one share of Taj Holding Class B Common Stock.          
Pursuant to the Taj Bond Indenture, Taj Funding may issue up to $860 million    
of Taj Bonds. On October 4, 1991, at the time the Units were issued, the        
principal amount of Taj Bonds issued was $729,458,000.                          

As of December 31, 1995, the principal amount of Taj Bonds issued was       
$780,242,000. The Taj Bonds have a stated maturity date of November 15, 1999.   
The Taj Bonds bear interest at 11.35% per annum. Interest on the Taj Bonds is   
due semi-annually on each November 15 and May 15. Interest on the Taj Bonds     
must be paid in cash on each interest payment date at a rate of 9.375% per      
annum, and, in addition, effective May 15, 1992, and annually thereafter, an    
additional amount of interest in cash or additional Taj Bonds or a combination  
thereof, is payable in an amount to increase the interest paid to 11.35% per    
annum. The obligations of Taj Funding to pay the principal of, premium, if      
any, and interest on the Taj Bonds are guaranteed by Taj Associates. The Taj    
Bonds are secured by an assignment by Taj Funding to the trustee under the Taj  
Bond Indenture (the "Taj Bond Trustee") of a promissory note, dated as of       
October 4, 1991, issued by Taj Associates to Taj Funding (the "Taj Bond         
Partnership Note") in a principal amount of $675 million with payment terms     
substantially similar to the payment terms of the Taj Bonds, which is in turn   
secured by an amended mortgage, dated as of October 4, 1991, by Taj Associates  
as mortgagor and Taj Funding as mortgagee, securing payment of the Taj Bond     
Partnership Note, as amended to reflect the terms of the Taj Bonds (the         
"Amended Taj Mortgage"), which has been assigned to the Taj Bond Trustee and    
encumbers Taj Associates' interest in the Taj Mahal and                         

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substantially all of the other assets of Taj Associates, excluding certain      
furniture, furnishings, fixtures, machinery and equipment which is subject to   
the lien of the NatWest Loan. In addition, the Taj Bond Partnership Note is     
secured by a second, subordinated lien on all the real estate owned by Realty   
Corp. Moreover, Taj Associates has acquired an option to purchase the real      
estate owned by Realty Corp., and such option has been assigned to the Taj      
Bond Trustee as security for the Taj Bonds.                                     

The principal and accrued and unpaid interest on the outstanding Taj Bonds  
will be paid in full in connection with the Merger Transaction. Concurrently    
with the retirement of the Taj Bonds, the outstanding shares of Taj Holding     
Class B Common Stock will be redeemed in accordance with their terms, at a      
redemption price of $.50 per share.                                             

NatWest Loan. On November 3, 1989, Taj Associates entered into the NatWest  
Loan, which provided financing of $50 million for certain items of furniture,   
fixtures and equipment installed in the Taj Mahal. On October 4, 1991, in       
connection with the 1991 Taj Restructuring, the NatWest Loan was amended in     
order to, among other things, modify the interest rate and other payment        
terms.                                                                          

As of December 31, 1995, the outstanding principal amount outstanding under 
the NatWest Loan was $44,944,000, and the interest rate was 9.375% per annum.   
Principal and interest on the NatWest Loan are payable as follows:              

(i) on the last business day of each month until the earlier of the last
business day of October 1999 or the date the NatWest Loan, together with    
all interest thereon, is paid in full, the sum of $416,667, to be applied   
first in respect of accrued interest on the NatWest Loan and thereafter, to 
the extent available, in reduction of the principal of the NatWest Loan;    
provided, however, up to $525,000 of such payments received by NatWest in   
any year shall be paid to either First Fidelity or Bankers Trust for        
application by First Fidelity in payment of obligations of Taj Associates   
to First Fidelity, and by Bankers Trust on behalf of Taj Associates on      
behalf of TTMI in payment of interest on the TTMI Note. Such amounts paid   
by NatWest shall not have been applied by NatWest in payment of the         
principal of, interest on or any other sums due in respect of the NatWest   
Loan or otherwise payable to NatWest;                                       

(ii) on May 15 of each year (if any of the principal of or interest on  
the NatWest Loan is then outstanding), commencing on May 15, 1992 to and    
including May 15, 1999, an amount (the "EACF Payment") equal to 16.5% (or,  
if the First Fidelity Loan shall have been paid in full on or prior to any  
such May 15, 20%) of Excess Available Cash Flow (as defined in the Taj Bond 
Indenture) for the preceding calendar year in excess of the Additional      
Amount (as defined in the Taj Bond Indenture) payable on such May 15 (such  
remaining Excess Available Cash Flow, the "Remaining EACF Amount"), if any, 
to be applied first in reduction of then accrued but unpaid interest on and 
then to principal of the NatWest Loan; and                                  

(iii) on November 15, 1999 the outstanding principal of and all accrued 
but unpaid interest on the NatWest Loan.                                    

The NatWest Loan is secured by a first priority lien on the furniture,      
fixtures and equipment acquired with the proceeds of the NatWest Loan plus any  
after-acquired furniture, fixtures and equipment that replaces such property,   
or of the same type; provided, however, that the NatWest Loan may be            
subordinated to a lien to secure purchase money financing of such after-        
acquired property which does not exceed 50% of the purchase price of such       
after-acquired property.                                                        

Upon the occurrence of an event of default under the NatWest Loan,          
including, without limitation, the sale of any real estate by Realty Corp. for  
less than the release price set forth in the First Fidelity Loan (as defined    
below) without the prior written consent of NatWest, NatWest may accelerate     
any and all indebtedness outstanding under the NatWest Loan.                    

Taj Associates will satisfy the NatWest Loan in connection with the Merger  
Transaction.                                                                    

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First Fidelity Loan/Specified Parcels. On November 22, 1988, First Fidelity,
Realty Corp. and Trump, as guarantor, entered into the First Fidelity Loan in   
the aggregate principal amount of $75,000,000. Pursuant to an amendment to the  
First Fidelity Loan, effective as of October 4, 1991, the rate of interest      
payable was modified, the dates of payment of principal and interest were       
deferred and accrued interest in the amount of $1,773,750 was capitalized. As   
of December 31, 1995, the principal amount outstanding on the First Fidelity    
Loan was approximately $78 million. Unpaid principal and accrued interest on    
the First Fidelity Loan is due and payable on November 15, 1999, unless         
otherwise extended in connection with the extension of the maturity of the Taj  
Bonds.                                                                          

Taj Associates currently leases the Specified Parcels from Realty Corp., a  
corporation wholly owned by Trump, pursuant to an Amended and Restated Lease    
Agreement, dated as of October 4, 1991 (the "Specified Parcels Lease").         
Pursuant to the Specified Parcels Lease, Taj Associates is obligated to pay     
Realty Corp. $3.3 million plus 3.5% of the Remaining EACF Amount per year.      
Such annual payment, however, is reduced by (i) all of the Base Fees (as        
defined therein) and the first $75,000 of the Incentive Fees (as defined        
therein) payable to Trump pursuant to the Taj Services Agreement which are      
each assigned by Trump to First Fidelity (which amounts were $575,000 in 1995)  
and (ii) the portion of monies payable by Taj Associates to NatWest to be       
remitted to First Fidelity (which amounts were $525,000 in 1995). The           
Specified Parcels Lease expires on December 31, 2023; however, the lease may    
be terminated prior to such date following a foreclosure or similar proceeding  
on the Specified Parcels by First Fidelity, the holder of a first mortgage      
lien on the Specified Parcels which secures the First Fidelity Loan (the        
"First Fidelity Mortgage") or any other mortgagee thereof.                      

The Specified Parcels Lease provides that, upon payment of the First        
Fidelity Loan, and upon discharge of the First Fidelity Mortgage, Taj           
Associates may purchase the Specified Parcels for ten dollars. Payment of the   
First Fidelity Loan is guaranteed by a guarantee (limited to any deficiency in  
the amount owed under the First Fidelity Loan when due, up to a maximum of $30  
million) by Taj Associates (the "Taj Associates-First Fidelity Guarantee"), a   
personal guarantee by Trump (pursuant to which First Fidelity has agreed to     
forbear from asserting any personal claim with respect thereto in excess of     
approximately $19.2 million) (the "Trump-First Fidelity Guarantee") and         
limited recourse guarantees by TTMC (the "TTMC-First Fidelity Guarantee") and   
TTMI (as amended, the "TTMI-First Fidelity Guarantee" and, together with the    
Trump-First Fidelity Guarantee and the TTMC-First Fidelity Guarantee, the       
"Other First Fidelity Guarantees"). The Other First Fidelity Guarantees are     
secured by pledges by Trump of 62.5% of his Taj Holding Class C Common Stock,   
TTMC's Common Stock and TTMI's Common Stock and all of his shares of Realty     
Corp.'s Common Stock, and pledges by TTMI and TTMC of 62.5% and 31.25%,         
respectively, of their equity and financial interests as general partners in    
Taj Associates (all such interests pledged to First Fidelity as security for    
the Other First Fidelity Guarantees are referred to herein as the "Other First  
Fidelity Guarantee Collateral"). First Fidelity's recourse under the TTMC-      
First Fidelity Guarantee and the TTMI-First Fidelity Guarantee is limited to    
the collateral pledged by TTMC and TTMI, respectively.                          

Upon the satisfaction in full of the obligations due under the First        
Fidelity Loan at a negotiated amount of $50 million and 500,000 shares of       
Common Stock, Taj Associates will purchase the Specified Parcels from Realty    
Corp. In connection therewith, First Fidelity will (i) release and discharge    
Realty Corp. from the First Fidelity Loan and release its lien on the           
Specified Parcels, (ii) release Taj Associates from the Taj Associates-First    
Fidelity Guarantee, (iii) release each of Trump, TTMC and TTMI from their       
respective obligations under the Other First Fidelity Guarantees and (iv)       
release its lien on the Other First Fidelity Guarantee Collateral. In           
addition, the purchase of the Specified Parcels will eliminate Taj Associates'  
current obligations under the Specified Parcels Lease and the termination       
rights with respect to the Specified Parcels Lease, thereby facilitating the    
Taj Mahal Expansion by securing the future use of the Specified Parcels by Taj  
Associates. The holders of the Mortgage Notes will have a first priority        
security interest in the Specified Parcels.                                     

TTMI Note. On April 30, 1990, Trump loaned $25 million to Taj Associates on 
an unsecured basis, in exchange for a note payable to Trump (the "Old Taj       
Associates Note"). The Old Taj Associates Note was pledged to certain lenders   
of Trump, including Bankers Trust, as security for certain of Trump's personal  

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indebtedness. On October 4, 1991, in connection with the 1991 Taj               
Restructuring and in order to facilitate the reorganization of Taj Associates   
and certain of its affiliates, the Old Taj Associates Note was canceled and,    
in lieu thereof, TTMI, a corporation wholly owned by Trump which was formed     
for the purpose of holding a general partnership interest in Taj Associates,    
executed the TTMI Note, a promissory note payable to Trump in the principal     
amount of $27,188,000. At such time, in order to secure the Trump               
Indebtedness, Trump pledged to certain lenders, including Bankers Trust, his    
right, title and interest in the TTMI Note. As additional security for the      
Trump Indebtedness, Trump pledged to Bankers Trust and certain other lenders    
all of his shares of Taj Holding Class C Common Stock, TTMC's Common Stock and  
TTMI's Common Stock, which pledges are subordinate, in part, to the liens of    
First Fidelity in such collateral. In addition, TTMI and TTMC have each         
guaranteed the repayment of the Trump Indebtedness, which limited recourse      
guarantees are secured by pledges by TTMI and TTMC to Bankers Trust and         
certain other lenders of 100% and 50%, respectively, of their equity and        
financial interests as general partners in Taj Associates, which pledges are    
subordinate, in part, to the liens of First Fidelity in such collateral.        

In connection with the Merger Transaction, Bankers Trust will receive $10   
million from Taj Associates in respect of certain of the Trump Indebtedness.    
Upon such payment, Bankers Trust will release (i) its lien on the TTMI Note,    
(ii) its liens on the remaining collateral pledged by Trump to Bankers Trust    
and (iii) TTMI and TTMC from their respective obligations as guarantors of      
certain of Trump's personal indebtedness and the liens securing such            
obligations. See "Underwriting." All other liens in respect of the foregoing    
in favor of other lenders holding a portion of the Trump Indebtedness will be   
released at such time.                                                          

Working Capital Facility. On November 14, 1991, Taj Associates entered into 
the Working Capital Facility with Foothill Capital Corporation ("Foothill") in  
the amount of $25 million, which is secured by a lien on Taj Associates'        
assets senior to the lien of the Taj Bond Mortgage securing the Taj Bonds. On   
September 1, 1994, Taj Associates and Foothill extended the maturity of the     
Working Capital Facility to November 13, 1999, in consideration of              
modifications of the terms thereof. Borrowings under the Working Capital        
Facility bear interest at a rate equal to the prime lending rate plus 3%, with  
a minimum of 0.666% per month. The agreement further provides for a .75%        
annual fee and a .50% unused line fee. As of December 31, 1995, no amounts      
were outstanding under the Working Capital Facility.                            

The occurrence of any of the following events constitutes an event of       
default under the Working Capital Facility: (i) failure to pay principal,       
interest, fees, charges or reimbursements due to Foothill, when due and         
payable or when declared due and payable; (ii) failure or neglect to perform    
certain duties and covenants under the agreement; (iii) any material portion    
of Taj Associates' assets is attached, seized, subjected to a writ or distress  
warrant, levied upon, or comes into the possession of any judicial officer or   
assignee and such attachment or writ is not dismissed within 60 days; (iv) an   
insolvency proceeding is commenced by Taj Associates; (v) an insolvency         
proceeding is commenced against Taj Associates, and is not dismissed within 60  
days; (vi) Taj Associates is enjoined, restrained, or in any way prevented by   
certain governmental agencies from continuing to conduct all or any material    
part of its business affairs; (vii) Taj Associates fails to pay certain liens,  
levies or assessments on the payment date thereof; (viii) certain judgments or  
claims in excess of $500,000 become a lien or encumbrance upon a material       
portion of Taj Associates' assets; (ix) Taj Associates defaults in payments     
owing to NatWest or the Taj Bond Trustee; (x) Taj Associates makes              
unauthorized payments on debt subordinated to the Working Capital Facility;     
(xi) misrepresentations are made by Taj Associates to Foothill in any           
warranty, representation, certificate or report; (xii) certain ERISA            
violations occur which could have a material adverse effect on the financial    
condition of Taj Associates; or (xiii) Taj Associates incurs or enters into a   
commitment to incur any indebtedness which is secured by Taj Associates assets  
subject to the Working Capital Facility.                                        

Upon the occurrence of an event of default, Foothill may, at its election,  
without notice of its election and without demand, do any one or more of the    
following: (i) declare all obligations immediately due and payable; (ii) cease  
advancing money or extending credit; (iii) terminate the Working Capital        
Facility without affecting Foothill's rights and security interest in Taj       
Associates' assets; (iv) settle disputes and claims directly with certain Taj   
Associates' debtors; (v) make such payments and perform such acts as Foothill   
deems necessary to protect                                                      

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its security interests; (vi) set off amounts owed under the Working Capital     
Facility by other Taj Associates' accounts or deposits held by Foothill; (vii)  
prepare for sale and sell, after giving proper notice, Taj Associates' assets   
securing the Working Capital Facility in a commercially reasonable manner;      
(viii) exercise its rights under certain mortgage and assignment documents      
between Taj Associates and Foothill; or (ix) credit bid and purchase at any     
public sale subject to the provisions of the Casino Control Act; or (x) any     
deficiency which exists after disposition of Taj Associates' assets securing    
the Working Capital Facility will be paid immediately by Taj Associates; any    
excess will be returned to Taj Associates, without interest.                    

In connection with the Merger Transaction, Taj Associates will terminate the
Working Capital Facility and the Company anticipates replacing it with a new    
$25 million facility which would be available to Trump AC and its               
subsidiaries, although there can be no assurance that a replacement facility    
could be obtained on acceptable terms, if at all. See "Risk Factors--High       
Leverage and Fixed Charges" and "--Risk in Refinancing and Repayment of         
Indebtedness; Need for Additional Financing."                                   

LEGAL PROCEEDINGS                                                               

PLAZA ASSOCIATES                                                              

General. Plaza Associates, its partners, certain members of its former      
Executive Committee, and certain of its employees, have been involved in        
various legal proceedings. In general, Plaza Associates has agreed to           
indemnify such persons and entities against any and all losses, claims,         
damages, expenses (including reasonable costs, disbursements and counsel fees)  
and liabilities (including amounts paid or incurred in satisfaction of          
settlements, judgments, fines and penalties) incurred by them in said legal     
proceedings. Such persons and entities are vigorously defending the             
allegations against them and intend to vigorously contest any future            
proceedings.                                                                    

Trump Plaza East. From monies made available to it, the CRDA is required to 
set aside $100 million for investment in hotel development projects in          
Atlantic City undertaken by casino licensees which result in the construction   
or rehabilitation of at least 200 hotel rooms by December 31, 1996. These       
investments are to fund up to 35% of the cost to casino licensees of such       
projects. See "Regulatory Matters--New Jersey Gaming Regulations--Investment    
Alternative Tax Obligations." Plaza Associates made application for such        
funding to the CRDA with respect to its proposed construction and               
rehabilitation of the Trump Plaza East hotel rooms and related Boardwalk and    
second level facilities, proposed demolition of an existing hotel expansion     
structure attached thereto and development of an appurtenant public park,       
roadway and parking area on the site thereof and proposed acquisition of the    
entire project site.                                                            

The CRDA, in rulings through January 10, 1995, approved the hotel           
development project and, with respect to same, reserved to Plaza Associates     
the right to take investment tax credits in an amount equal to 27% ($14.1       
million) of $52.4 million of eligible estimated project development costs. In   
October 1994, following a September 1994 CCC ruling authorizing same, Plaza     
Associates advised the CRDA of its intention to, without affecting either the   
project development costs or the tax credits, locate approximately 15,000       
square feet of casino space on the second floor of Trump Plaza East and was     
advised by the CRDA that its proposed use of such space would not affect the    
approval of the hotel development project.                                      

As part of its approval and on the basis of its powers of eminent domain,   
the CRDA, during 1994, initiated five condemnation proceedings in the Superior  
Court of New Jersey, Atlantic County, to acquire certain small parcels of land  
within the project site. The defendants in three of those matters, with         
respect to parcels which impact only the public park and parking areas, Casino  
Reinvestment Development Authority v. Banin, et al., Docket No. ATL-L-2676-94,  
Casino Reinvestment Development Authority v. Sabatini, et al., Docket No.       
ATL-L-2976-94, and Casino Reinvestment Development Authority v. Coking, et      
al., Docket No. ATL-L-2974-94, asserted numerous defenses to the condemnation   
complaints and filed counterclaims against CRDA and third-party complaints      
against Plaza Associates alleging, inter alia, an improper exercise of CRDA     
power for private purposes and conspiracy between the CRDA and Plaza            
Associates. After the filing of briefs and a hearing, a New Jersey Superior     
Court judge issued an opinion that the Trump Plaza East acquisition and         
renovation was                                                                  

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not eligible for CRDA funding and, as a result, the CRDA could not exercise     
its power of eminent domain because the project included casino floor space.    
The court, by order dated April 18, 1995, dismissed the condemnation            
complaints with prejudice. On April 17, 1995, the same judge dismissed the      
counter claims and third-party complaints without prejudice. Notices of appeal  
were filed with the New Jersey Superior Court, Appellate Division, on April     
21, 1995 by the CRDA and on April 24, 1995 by Plaza Associates. On May 1,       
1995, the Casino Association of New Jersey on behalf of its members, 11 of the  
12 Atlantic City casino hotels, filed a motion to intervene or, in the          
alternative, for leave to appear as an amicus curiae. Briefs have been filed    
by all parties and the matter has been scheduled for oral argument during the   
week beginning April 15, 1996.                                                  

The completion of the planned renovations of Trump Plaza East is not        
dependent upon the utilization of CRDA funding or upon the CRDA's acquisition   
of the real estate subject to the condemnation proceedings. Plaza Associates    
intends to pursue this appeal vigorously and believes it will be successful,    
based in part on the March 29, 1995 opinion of the New Jersey Office of         
Legislative Services ("OLS"), which serves as legal counsel to the New Jersey   
State Legislature, that N.J.S.A. 5:12-173.8 empowered the CRDA to approve and   
fund projects such as Trump Plaza East and, in part, on the fact that Section   
173.8 expressly exempts hotel development projects from the statutory           
limitation with respect to any CRDA investment or project which directly and    
exclusively benefits the casino hotel or related facility. The OLS opinion      
cannot be offered by Plaza Associates and the CRDA in support of their          
position on the current appeal, however, because it was not considered by the   
trial court when it rendered its opinion.                                       

In a related matter, Vera Coking, et al. v. Atlantic City Planning Board and
Trump Plaza Associates, Docket No. ATL-L-339-94, the Atlantic City Planning     
Board's approval of the Trump Plaza East renovation was challenged on various   
grounds. In July 1994, a New Jersey Superior Court judge upheld the Atlantic    
City Planning Board approvals with respect to the hotel renovation component    
of Trump Plaza East and the new roadway but invalidated the approval of the     
valet parking lot and the public park because Plaza Associates lacked site      
control with respect to the small parcels of land CRDA sought to condemn.       
Plaintiff appealed the court's decision upholding the approval of the hotel     
renovation and new roadway and Plaza Associates cross-appealed the court's      
decision invalidating the approval of the public park and valet parking area.   
Plaza Associates withdrew its cross-appeal and plaintiff's appeal is pending    
in the Superior Court of New Jersey, Appellate Division, Docket No. A-1511-94-  
T1. Plaza Associates received land-use approval for and has constructed the     
valet parking area after deletion of the small parcels.                         

In another related matter, Josef Banin and Vera Coking v. Atlantic City     
Planning Board and Trump Plaza Associates, Docket No. L-2188-95, the land-use   
approval for this area has been challenged on various grounds. Plaza            
Associates filed its answer to the complaint denying the allegations of the     
complaint. The land-use approval involves certain minor amendments to the       
previously granted site plan approvals for the hotel renovation component of    
Trump Plaza East and the new roadway. The amendments included certain design    
changes with respect to the Trump Plaza East and certain design changes to the  
roadway. The amendments did not require any variance relief and the amendments  
fully complied with the Land Use Ordinance of the City of Atlantic City. The    
plaintiffs allege the Atlantic City Planning Board acted in an arbitrary and    
capricious manner in approving the amendments and further argue that the        
chairperson of the Atlantic City Planning Board had a conflict of interest in   
hearing the matter because of her status as an employee of the CRDA, the        
entity that had approved certain funding for the project. On January 26, 1996,  
the New Jersey Superior Court upheld the approval of the amendment by the       
Atlantic City Planning Board and rejected the plaintiffs' claim with respect    
to the chairwoman's conflict of interest. The plaintiffs have filed a motion    
to the New Jersey Supreme Court for reconsideration of its decision, which      
motion is currently pending. The plaintiffs may thereafter appeal such          
decision.                                                                       

Penthouse Litigation. On April 3, 1989, BPHC Acquisition, Inc. and BPHC     
Parking Corp. (collectively, "BPHC") filed a third-party complaint (the         
"Complaint") against Plaza Associates and Trump. The Complaint arose in         
connection with the action entitled Boardwalk Properties, Inc. and Penthouse    
International Ltd. v. BPHC Acquisition, Inc. and BPHC Parking Corp., which was  
instituted on March 20, 1989 in the New Jersey Superior Court, Chancery         
Division, Atlantic County.                                                      

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The suit arose in connection with the conditional sale by Boardwalk         
Properties, Inc. ("BPI") (or, with respect to certain of the property, BPI's    
agreement to sell) to Trump of BPI's fee and leasehold interests in (i) Trump   
Plaza East, (ii) an approximately 4.2-acre parcel of land located on Atlantic   
Avenue, diagonally across from Trump Plaza's parking garage (the "Columbus      
Plaza Site") which was then owned by an entity in which 50% of the interests    
were each owned by BPHC and BPI and (iii) an additional 1,462 square foot       
parcel of land located within the area of Trump Plaza East (the "Bongiovanni    
Site"). Prior to BPI entering into its agreement with Trump, BPI had entered    
into agreements with BPHC which provided, among other things, for the sale to   
BPHC of Trump Plaza East, as well as BPI's interest in the Columbus Plaza       
Site, assuming that certain contingencies were satisfied by a certain date.     
Additionally, by agreement between BPHC and BPI, in the event BPHC failed to    
close on Trump Plaza East, BPHC would convey to BPI the Bongiovanni Site. Upon  
BPHC's failure to close on Trump Plaza East, BPI entered into its agreement     
with Trump pursuant to which it sold Trump Plaza East to Trump and instituted   
a lawsuit against BPHC for specific performance to compel BPHC to transfer to   
BPI, BPHC's interest in the Columbus Plaza Site and Bongiovanni Site, as        
provided for in the various agreements between BPHC and BPI and in the          
agreement between BPI and Trump.                                                

The Complaint alleged that Plaza Associates and/or Trump engaged in the     
following activities: civil conspiracy, violations of the New Jersey Antitrust  
Act, violations of the New Jersey RICO statute, malicious interference with     
contractual relations, malicious interference with prospective economic         
advantage, inducement to breach a fiduciary duty and malicious abuse of         
process. The relief sought in the Complaint included, among other things,       
compensatory damages, punitive damages, treble damages, injunctive relief, the  
revocation of all of Plaza Associates' and Trump's casino licenses, the         
revocation of Plaza Associates' current Certificate of Partnership, the         
revocation of any other licenses or permits issued to Plaza Associates and      
Trump by the State of New Jersey, and a declaration voiding the conveyance by   
BPI to Trump of BPI's interest in Trump Plaza East, as well as BPI's and/or     
Trump's rights to obtain title to the Columbus Plaza Site.                      

On October 13, 1993, a final judgment as to Trump and Plaza Associates was  
filed. That judgment dismissed each and every claim against Trump and Plaza     
Associates. The case remained open as to final resolution of all claims         
between BPI and BPHC. Following the entry of a subsequent judgment as to those  
claims, BPHC and BPI have settled all claims between them. BPHC is pursuing     
its appeal as to Trump and Plaza Associates but only as to its money damages    
claims of interference with contract and prospective economic advantage and of  
inducing BPI to breach its fiduciary duty to BPHC. All other claims raised in   
BPHC's complaint as to Trump and Plaza Associates and dismissed by the October  
13, 1993 judgment have been finally determined in favor of Trump and Plaza      
Associates. All briefs due in connection with BPHC's appeal are being filed.    
No argument date has been set.                                                  

Other Litigation. Various legal proceedings are now pending against Plaza   
Associates. The Company considers all such proceedings to be ordinary           
litigation incident to the character of its business and not material to its    
business or financial condition. The majority of such claims are covered by     
liability insurance (subject to applicable deductibles), and the Company        
believes that the resolution of these claims, to the extent not covered by      
insurance, will not, individually or in the aggregate, have a material adverse  
effect on the financial condition or results of operations of the Company.      

From time to time, Plaza Associates may be involved in routine              
administrative proceedings involving allegations that it has violated certain   
provisions of the Casino Control Act. However, management believes that the     
final outcome of these proceedings will not, either individually or in the      
aggregate, have a material adverse effect on the Company or on the ability of   
Plaza Associates to otherwise retain or renew any casino or other licenses      
required under the Casino Control Act for the operation of Trump Plaza.         

TRUMP INDIANA                                                                   

On March 29, 1996, in the matter entitled Keshav D. Aggarwal, et al v.      
Donald J. Trump, Trump Hotels & Casino Resorts, Inc., Trump Hotels & Casino     
Resorts Holdings, L.P. and Trump Indiana, Inc., the Indiana residents with      
whom Trump Indiana had discussions regarding the potential purchase of non-     
voting stock of Trump Indiana filed a complaint with respect to this matter in  
the United States District Court, Southern                                      

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District of Indiana, seeking, among other things, compensatory and punitive     
damages in an unspecified amount, and that the court order the defendants to    
transfer ownership of 7.5% of Trump Indiana to the plaintiffs. The Company and  
the other defendants intend to vigorously contest the allegations against       
them. Further, the Company believes that the resolution of these claims will    
not have a material adverse effect on the Company. See "Business--Indiana       
Riverboat."                                                                     

TAJ ASSOCIATES                                                                

General. Taj Holding, TM/GP, TTMI and TTMC are not parties to any material  
legal proceedings. Taj Associates, its partners, certain members of its former  
Executive Committee, Taj Funding, TTMI and certain of their employees are or    
were involved in various legal proceedings, some of which are described below.  
Taj Associates and Taj Funding have agreed to indemnify such persons and        
entities against any and all losses, claims, damages, expenses (including       
reasonable costs, disbursements and counsel fees) and liabilities (including    
amounts paid or incurred in satisfaction of settlements, judgments, fines and   
penalties) incurred by them in said legal proceedings. Such persons and         
entities are vigorously defending the allegations against them and intend to    
vigorously contest any future proceedings.                                      

Atlantic City Lease Agreement. On March 29, 1990, Taj Associates entered    
into a lease agreement with the City of Atlantic City for a term of seven       
years, subject to the express, prior approval of NJDEP to continue use of the   
land beyond April 2, 1992, pursuant to which Taj Associates leased a parcel of  
land containing approximately 1,300 spaces for employee intercept parking at a  
cost of approximately $1 million. In addition, Taj Associates has expended in   
excess of $1.4 million in improving the site. The permit under which the lease  
is operated was issued by NJDEP on December 20, 1989 for five years and         
contains several conditions, one of which required Taj Associates to find       
another location "off-island" for employee parking by April 2, 1992. NJDEP      
extended this condition for two successive one-year periods through April 2,    
1994. On November 14, 1994, as a result of the non-renewal of the permit, Taj   
Associates notified Atlantic City that the lease agreement had become           
inoperative and was therefore being canceled as of December 20, 1994. Taj       
Associates subsequently obtained "off-island" parking with TCA sufficient to    
meet its employee parking requirements. Atlantic City has indicated in letters  
to Taj Associates that it contests the cancellation of the lease agreement and  
claims certain extensions to the permit apply, to which Taj Associates does     
not agree. No legal proceedings have been commenced by Atlantic City to date.   
There can be no assurances that Atlantic City will not institute or pursue      
such an action.                                                                 

Other Litigation. Various legal proceedings are now pending against Taj     
Associates. Taj Holding considers all such proceedings to be ordinary           
litigation incident to the character of its business. The majority of such      
claims are covered by liability insurance (subject to applicable deductibles),  
and Taj Holding believes that the resolution of these claims, to the extent     
not covered by insurance, will not, individually or in the aggregate, have a    
material adverse effect on the financial condition or results of operations of  
Taj Holding.                                                                    

Taj Associates is also a party to a routine administrative proceeding       
involving allegations that it has violated certain provisions of the Casino     
Control Act. Taj Associates believes that the final outcome of this proceeding  
will not have a material adverse effect on Taj Associates or on its ability to  
otherwise retain or renew any casino or other licenses required under the       
Casino Control Act for the operation of the Taj Mahal. At this juncture, the    
prospects of a favorable outcome in the action described above cannot be        
assessed. Taj Associates intends to vigorously contest the allegations made     
against it.                                                                     

COMPETITION                                                                     

Competition in the Atlantic City casino hotel market is intense. The        
Atlantic City Properties compete with each other and with the other casino      
hotels located in Atlantic City, including the other casino hotel owned by      
Trump, Trump's Castle. See "Risk Factors--Conflicts of Interest." The Atlantic  
City Properties are each located on The Boardwalk, approximately 1.2 miles      
apart from each other. At present, there are 12 casino hotels located in        
Atlantic City, including the Atlantic City Properties, all of which compete     
for patrons. Trump Plaza and the Taj Mahal primarily compete with other         
Atlantic City casinos by, among other things, providing superior                

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products and facilities, premier locations, name recognition and targeted       
marketing strategies. See "--Atlantic City Marketing Strategy" and "--          
Facilities and Amenities."In addition, there are several sites on The           
Boardwalk and in the Atlantic City Marina area on which casino hotels could be  
built in the future and various applications for casino licenses have been      
filed and announcements with respect thereto made from time to time (including  
a proposal by Mirage Resorts, Inc.), although the Company is not aware of any   
current construction on such sites by third parties. No new casino hotels have  
commenced operations in Atlantic City since 1990, although several existing     
casino hotels have recently expanded or are in the process of expanding their   
operations. While management of the Company believes that the addition of       
hotel capacity would be beneficial to the Atlantic City market generally,       
there can be no assurance that such expansion would not be materially           
disadvantageous to either of the Atlantic City Properties. There also can be    
no assurance that the Atlantic City development projects which are planned or   
underway will be completed.                                                     

The Atlantic City Properties also compete, or will compete, with facilities 
in the northeastern and mid- Atlantic regions of the United States at which     
casino gaming or other forms of wagering are currently, or in the future may    
be, authorized. To a lesser extent, the Atlantic City Properties face           
competition from gaming facilities nationwide, including land-based, cruise     
line, riverboat and dockside casinos located in Colorado, Illinois, Indiana,    
Iowa, Louisiana, Mississippi, Missouri, Nevada, South Dakota, Ontario           
(Windsor), the Bahamas, Puerto Rico and other locations inside and outside the  
United States, and from other forms of legalized gaming in New Jersey and in    
its surrounding states such as lotteries, horse racing (including off-track     
betting), jai alai, bingo and dog racing, and from illegal wagering of various  
types. New or expanded operations by other persons can be expected to increase  
competition and could result in the saturation of certain gaming markets. In    
September 1995, New York introduced a keno lottery game, which is played on     
video terminals that have been set up in approximately 1,800 bars, restaurants  
and bowling alleys across the state. In addition to competing with other        
casino hotels in Atlantic City and elsewhere, by virtue of their proximity to   
each other and the common aspects of certain of their respective marketing      
efforts, including the common use of the "Trump" name, the Atlantic City        
Properties compete directly with each other for gaming patrons. Although        
management does not intend to operate Trump Plaza and the Taj Mahal to the      
competitive detriment of each other, the effect may be that Trump Plaza or the  
Taj Mahal will operate to the competitive detriment of the other.               

The Company anticipates that the Indiana Riverboat will compete primarily   
with riverboats and other casinos in the northern Indiana suburban and Chicago  
metropolitan area and throughout the Great Lakes Market. Although northern      
Indiana is part of the greater Chicago metropolitan market, which is one of     
the most successful new gaming markets in the United States, the Indiana        
Riverboat may be more dependent on patrons from northern Indiana than its       
Illinois competitors, and the propensity of these patrons to wager cannot be    
predicted with any degree of certainty. In addition to competing with Barden's  
riverboat at the Buffington Harbor site, the Indiana Riverboat will compete     
with a riverboat in Hammond, Indiana, which is being developed by the owner     
and operator of the Empress Riverboat Casino in Joliet, Illinois, a riverboat   
in East Chicago, Indiana, which is being developed by Showboat, Inc. and with   
the riverboat expected to be licensed in the nearby community of Michigan       
City, Indiana. To a lesser degree, the Indiana Riverboat will compete with the  
six additional riverboats expected to be licensed in the rest of Indiana. At    
present there are four other riverboat casino operations in the Chicago area    
(three of which operate two riverboats each, with each operator limited to      
1,200 gaming positions in the aggregate).                                       

The Company believes that competition in the gaming industry, particularly  
the riverboat and dockside gaming industry, is based principally on the         
quality and location of gaming facilities, the effectiveness of marketing       
efforts, and customer service and satisfaction. Although management believes    
that the location of the Indiana Riverboat will allow the Company to compete    
effectively with other casinos in the geographic area surrounding its casino,   
the Company expects competition in the casino gaming industry to be intense as  
more casinos are opened and new entrants into the gaming industry become        
operational. Furthermore, new or expanded operations by other persons can be    
expected to increase competition for existing and future operations and could   
result in a saturation of the Great Lakes Market.                               

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The Indiana Riverboat will seek a competitive advantage primarily based upon
its superior location, including its proximity to and direct access from        
Chicago, extensive parking facilities, name recognition, a superior gaming      
vessel and gaming experience, and targeted marketing strategies. See "--        
Indiana Riverboat." In addition, a casino opened during 1994 in Windsor,        
Ontario, across the river from Detroit, and Detroit is considering several      
proposals for casinos in its downtown area. Although the Company believes that  
there is sufficient demand in the market to sustain the Indiana Riverboat,      
there can be no assurance to that effect. Legislation has also been introduced  
on numerous occasions in recent years to expand riverboat gaming in Illinois,   
including by authorizing new sites in the Chicago area with which the Indiana   
Riverboat would compete. The Company understands that there have been recent    
discussions in Illinois regarding possible legislation to permit dockside       
gaming and/or increase the gaming position limitations. There can be no         
assurance that either Indiana or Illinois, or both, will not authorize          
additional gaming licenses, including for the Chicago metropolitan area. See    
"Risk Factors--The Indiana Riverboat."                                          

In addition, the Atlantic City Properties face, and the Indiana Riverboat   
will face, competition from casino facilities in a number of states operated    
by federally recognized Native American tribes. Pursuant to IGRA, any state     
which permits casino-style gaming (even if only for limited charity purposes)   
is required to negotiate gaming contracts with federally recognized Native      
American tribes. Under IGRA, Native American tribes enjoy comparative freedom   
from regulation and taxation of gaming operations, which provides them with an  
advantage over their competitors, including the Atlantic City Properties and    
the Indiana Riverboat. In March 1996, the United States Supreme Court struck    
down a provision of IGRA which allowed Native American tribes to sue states in  
federal court for failing to negotiate gaming compacts in good faith. The       
Company cannot predict the impact of this decision on the ability of Native     
American tribes to negotiate compacts with the states.                          

In 1991, the Mashantucket Pequot Nation opened Foxwoods Casino Resort       
("Foxwoods"), a casino facility in Ledyard, Connecticut, located in the far     
eastern portion of such state, an approximately three-hour drive from New York  
City and an approximately two and one-half hour drive from Boston, which        
currently offers 24-hour gaming and contains over 4,000 slot machines. The      
Mashantucket Pequot Nation has announced various expansion plans, including     
its intention to build another casino in Ledyard together with hotels,          
restaurants and a theme park. In addition, the Mohegan Nation has commenced     
construction of a casino resort to be located ten miles from Foxwoods. The      
Mohegan Nation resort which will be built and managed by a joint venture        
managed by Sun International Hotels Ltd., is scheduled to have approximately    
75% of the gaming capacity of Foxwoods and is scheduled to open in October      
1996. In addition, the Eastern Pequots are seeking formal recognition as a      
Native American tribe for the purpose of opening a casino. There can be no      
assurance that any continued expansion of gaming operations by the              
Mashantucket Pequot Nation or that any commencement of gaming operations by     
the Mohegan Nation or Eastern Pequots would not have a materially adverse       
impact on Trump Plaza's or the Taj Mahal's operations.                          

A group in New Jersey calling itself the "Ramapough Indians" has applied to 
the U.S. Department of the Interior to be federally recognized as a Native      
American tribe, which recognition would permit it to require the State of New   
Jersey to negotiate a gaming compact under IGRA. In 1993, the Bureau of Indian  
Affairs denied the Ramapough Indians federal recognition. The Ramapough         
Indians' appeal of this decision has been denied. Similarly, a group in         
Cumberland County, New Jersey calling itself the "Nanticoke Lenni Lenape"       
tribe has filed a notice of intent with the Bureau of Indian Affairs seeking    
formal federal recognition as a Native American tribe. Also, it has been        
reported that a Sussex County, New Jersey businessman has offered to donate     
land he owns there to the Oklahoma-based Lenape/Delaware Indian Nation which    
originated in New Jersey and already has federal recognition but does not have  
a reservation in New Jersey. The Lenape/Delaware Indian Nation has signed an    
agreement with the town of Wildwood, New Jersey to open a casino; however, the  
plan requires federal and state approval in order to proceed. In July 1993,     
the Oneida Nation opened a casino featuring 24-hour table gaming and            
electronic gaming systems, but without slot machines, near Syracuse, New York,  
and has announced an intention to open expanded gaming facilities.              
Representatives of the St. Regis Mohawk Nation signed a gaming compact with     
New York State officials for the opening of a casino, without slot machines,    
in the northern portion of the state close to the Canadian border. The St.      
Regis Mohawks have also announced their intent to open a casino at the          
Monticello Race Track in the Catskill Mountains region of New York; however,    
any Indian                                                                      

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gaming operation in the Catskills is subject to the approval of the Governor    
of New York. The Narragansett Nation of Rhode Island, which has federal         
recognition, is seeking to open a casino in Rhode Island. The Gay Head          
Wampanoag tribe is seeking to open a casino in New Bedford, Massachusetts.      
Other Native American nations are seeking federal recognition, land and         
negotiation of gaming compacts in New York, Pennsylvania, Connecticut and       
other states near Atlantic City.                                                

The Pokagon Band of Potawatomi Indians of southern Michigan and northern    
Indiana has been federally recognized as an Indian tribe. In September 1995,    
the Pokagon Band of Potawatomi Indians signed a gaming compact with the         
governor of Michigan to build a land-based casino in southwestern Michigan and  
also entered into an agreement with Harrah's Entertainment, Inc. to develop     
and manage the casino. The Company understands that the Pokagon Band of         
Potawatomi Indians have been in discussions with local authorities regarding a  
potential land-based casino in northern Indiana, although the governor of       
Indiana has stated that no compact negotiations are underway.                   

Legislation permitting other forms of casino gaming has been proposed, from 
time to time, in various states, including those bordering New Jersey. Plans    
to begin operating slot machines at race tracks in the state of Delaware are    
underway, including the slot machines currently operating at the Dover Downs    
and Delaware Park race tracks. Six states have presently legalized riverboat    
gambling while others are considering its approval, including New York and      
Pennsylvania, and New York City is considering a plan under which it would be   
the embarking point for gambling cruises into international waters three miles  
offshore. Several states are considering or have approved large scale land-     
based casinos. Additionally, since 1993, the gaming space in Las Vegas has      
expanded significantly, with additional capacity planned and currently under    
construction. The operations of Trump Plaza and the Taj Mahal could be          
adversely affected by such competition, particularly if casino gaming were      
permitted in jurisdictions near or elsewhere in New Jersey or in other states   
in the Northeast. In December 1993, the Rhode Island Lottery Commission         
approved the addition of slot machine games on video terminals at Lincoln       
Greyhound Park and Newport Jai Alai, where poker and blackjack have been        
offered for over two years. Currently, casino gaming, other than Native         
American gaming, is not allowed in other areas of New Jersey or in              
Connecticut, New York or Pennsylvania. On November 17, 1995, a proposal to      
allow casino gaming in Bridgeport, Connecticut, was voted down by that state's  
Senate. A New York State Assembly plan has the potential of legalizing non-     
Native American gaming in portions of upstate New York. Essential to this plan  
is a proposed New York State constitutional amendment that would legalize       
gambling. To amend the New York Constitution, the next elected New York State   
Legislature must repass a proposal legalizing gaming and a statewide            
referendum, held no sooner than November 1997, must approve the constitutional  
amendment. To the extent that legalized gaming becomes more prevalent in New    
Jersey or other jurisdictions near Atlantic City, competition would intensify.  
In particular, a proposal has been introduced to legalize gaming in other       
locations, including Philadelphia, Pennsylvania. In addition, legislation has   
from time to time been introduced in the New Jersey State Legislature relating  
to types of statewide legalized gaming, such as video games with small wagers.  
To date, no such legislation, which may require a state constitutional          
amendment, has been enacted. The Company is unable to predict whether any such  
legislation, in New Jersey, Indiana, Illinois or elsewhere, will be enacted or  
whether, if passed, it would have a material adverse impact on the Company.     

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REGULATORY MATTERS  

The following is only a summary of the applicable provisions of the Casino  
Control Act of the State of New Jersey, the Riverboat Gambling Act of the       
State of Indiana and certain other laws and regulations. It does not purport    
to be a full description thereof and is qualified in its entirety by reference  
to the New Jersey Casino Control Act, the Indiana Riverboat Gambling Act and    
such other laws and regulations. Unless otherwise indicated, all references to  
"Trump Plaza" include (a) Trump Plaza's main tower, including Trump Plaza East  
(which operates pursuant to a casino license held by Plaza Associates) and (b)  
Trump World's Fair (which will operate pursuant to a separate casino license).  

Each of the Company and Taj Holding believes that it and its respective     
affiliates are in material compliance with all applicable laws, rules and       
regulations discussed below.                                                    

NEW JERSEY GAMING REGULATIONS                                                   

In general, the Casino Control Act and its implementing regulations contain 
detailed provisions concerning, among other things: the granting and renewal    
of casino licenses; the suitability of the approved hotel facility, and the     
amount of authorized casino space and gaming units permitted therein; the       
qualification of natural persons and entities related to the casino licensee;   
the licensing of certain employees and vendors of casino licensees; rules of    
the games; the selling and redeeming of gaming chips; the granting and          
duration of credit and the enforceability of gaming debts; management control   
procedures, accounting and cash control methods and reports to gaming           
agencies; security standards; the manufacture and distribution of gaming        
equipment; the simulcasting of horse races by casino licensees; equal           
employment opportunities for employees of casino operators, contractors of      
casino facilities and others; and advertising, entertainment and alcoholic      
beverages.                                                                      

Casino Control Commission. The ownership and operation of casino/hotel      
facilities in Atlantic City are the subject of strict state regulation under    
the Casino Control Act. The CCC is empowered to regulate a wide spectrum of     
gaming and non-gaming related activities and to approve the form of ownership   
and financial structure of not only a casino licensee, but also its entity      
qualifiers and intermediary and holding companies and any other related entity  
required to be qualified ("CCC Regulations").                                   

Operating Licenses. Taj Associates was issued its initial casino license in 
April 1990. On June 22, 1995, the CCC renewed Taj Associates' casino license    
through March 31, 1999. Plaza Associates was issued its initial                 
casino license on May 14, 1984. On June 22, 1995, the CCC renewed Plaza         
Associates' casino license through June 30, 1999. On April 9, 1996, the CCC     
issued a casino license to Plaza Associates for Trump World's Fair, which       
license will become effective upon the issuance by the CCC of an operation      
certificate for the Trump World's Fair facility. The casino license issued for  
Trump World's Fair will expire one year from its effective date, unless         
renewed.                                                                        

Casino Licensee. No casino hotel facility may operate unless the appropriate
license and approvals are obtained from the CCC, which has broad discretion     
with regard to the issuance, renewal, revocation and suspension of such         
licenses and approvals, which are non-transferable. The qualification criteria  
with respect to the holder of a casino license include its financial            
stability, integrity and responsibility; the integrity and adequacy of its      
financial resources which bear any relation to the casino project; its good     
character, honesty and integrity; and the sufficiency of its business ability   
and casino experience to establish the likelihood of a successful, efficient    
casino operation. The casino licenses currently held by Taj Associates and      
Plaza Associates, with respect to Trump Plaza, are renewable for periods of up  
to four years. The casino license currently held by Plaza Associates with       
respect to Trump World's Fair is renewable for up to one year for each of its   
first two renewals after its initial issuance, and thereafter for periods of    
up to four years. The CCC may reopen licensing hearings at any time, and must   
reopen a licensing hearing at the request of the Division of Gaming             
Enforcement (the "Division").                                                   

Each casino license entitles the holder to operate one casino, which must   
consist of a "single room." Further, no person may be the holder of a casino    
license if the holding of such license will result in undue                     

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economic concentration in Atlantic City casino operations by that person. On    
May 17, 1995, the CCC adopted a regulation defining the criteria for            
determining undue economic concentration which codifies the content of          
existing CCC precedent with respect to the subject. In April 1995, Plaza        
Associates petitioned the CCC for certain approvals. In its May 18, 1995        
declaratory rulings with respect to such petition, the CCC, among other         
things, (i) determined that Trump World's Fair is an approved hotel permitted   
to contain a maximum of 60,000 square feet of casino space, that the 40,000     
square feet of casino space therein is a "single room" and that its operation   
by Plaza Associates would not result in undue economic concentration in         
Atlantic City casino operations; (ii) approved the operation of Trump World's   
Fair by Plaza Associates under a separate casino license subject to an          
application for and the issuance of such license and approved the proposed      
easement agreements with respect to the proposed enclosed Atlantic City         
Convention Center walkway; (iii) approved in concept the proposed physical      
connection and integrated operation by Plaza Associates of Trump Plaza's main   
tower, Trump Plaza East and Trump World's Fair; and (iv) determined that the    
approved hotel comprised of the main tower and Trump Plaza East is permitted    
to contain a maximum of 100,000 square feet of casino space. In addition, on    
December 13, 1995, Plaza Associates received CCC authorization for 49,340       
square feet of casino space at Trump World's Fair. On April 9, 1996, the CCC    
issued to Plaza Associates a separate casino license with respect to Trump      
World's Fair, which license will become effective upon the issuance by the CCC  
of an operation certificate for the Trump World's Fair facility. In addition,   
Taj Associates will be required to obtain a prior determination from the CCC    
that the operation of the additional casino space created by the Taj Mahal      
Expansion will not constitute undue economic concentration of Atlantic City     
casino operations, and that such casino space, together with the Taj Mahal's    
existing casino space, is a "single room" under the Casino Control Act. See     
"Risk Factors--Atlantic City Properties Expansion."                             

To be considered financially stable, a licensee must demonstrate the        
following ability: to pay winning wagers when due; to achieve an annual gross   
operating profit; to pay all local, state and federal taxes and all taxes and   
fees imposed by the Casino Control Act or the CCC when due; to make necessary   
capital and maintenance expenditures to insure that it has a superior first-    
class facility of exceptional quality; and to pay, exchange, refinance or       
extend debts which will mature or become due and payable during the license     
term or otherwise manage such debts or any default of such debts. The CCC has   
approved the Merger Transaction with regard to the financial stability          
standards.                                                                      

In the event a licensee fails to demonstrate financial stability, the CCC   
may take such action as it deems necessary to fulfill the purposes of the       
Casino Control Act and protect the public interest, including: issuing          
conditional licenses, approvals or determinations; establishing an appropriate  
cure period; imposing reporting requirements; placing restrictions on the       
transfer of cash or the assumption of liabilities; requiring reasonable         
reserves or trust accounts; denying licensure; or appointing a conservator.     
See "--Conservatorship."                                                        

The Company believes that, upon consummation of the Merger Transaction, Taj 
Associates and Plaza Associates will each have, and will each continue to       
have, adequate financial resources to meet the financial stability              
requirements of the CCC for the foreseeable future. The Merger Transaction      
(including the issuance of $1.1 billion of Mortgage Notes) was approved by the  
CCC on April 9, 1996. On April 11, 1996, the CCC approved the issuance of an    
additional $100 million of Mortgage Notes to be included in the Mortgage Note   
Offering. Such approvals satisfied the condition to the consummation of the     
Merger that the Merger Transaction be approved by the CCC.                      

Pursuant to the Casino Control Act, CCC Regulations and precedent, no entity
may hold a casino license unless each officer, director, principal employee,    
person who directly or indirectly holds any beneficial interest or ownership    
in the licensee, each person who in the opinion of the CCC has the ability to   
control the licensee or elect a majority of the board of directors of the       
licensee (other than a banking or other licensed lending institution which      
makes a loan or holds a mortgage or other lien acquired in the ordinary course  
of business) and any lender, underwriter, agent or employee of the licensee or  
other person whom the CCC may consider appropriate, obtains and maintains       
qualification approval from the CCC. Qualification approval means that such     
person must, but for residence, individually meet the qualification             
requirements as a casino key employee. Pursuant to a condition of its casino    
license, if the Working Capital Facility is not replaced and Taj Associates'    
cash position falls below $5.0 million for three consecutive business days,     
Taj Associates must present to the CCC and the Division evidence as to why it   
should not obtain a working capital facility in an appropriate amount.          

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Control Persons. An entity qualifier or intermediary or holding company,    
such as Taj Holding, TM/GP, Trump AC, Plaza Holding Inc., Plaza Funding, THCR   
Holdings, THCR Funding or the Company is required to register with the CCC and  
meet the same basic standards for approval as a casino licensee; provided,      
however, that the CCC, with the concurrence of the Director of the Division,    
may waive compliance by a publicly-traded corporate holding company with the    
requirement that an officer, director, lender, underwriter, agent or employee   
thereof, or person directly or indirectly holding a beneficial interest or      
ownership of the securities thereof, individually qualify for approval under    
casino key employee standards so long as the CCC and the Director of the        
Division are, and remain, satisfied that such officer, director, lender,        
underwriter, agent or employee is not significantly involved in the activities  
of the casino licensee, or that such security holder does not have the ability  
to control the publicly-traded corporate holding company or elect one or more   
of its directors. Persons holding five percent or more of the equity            
securities of such holding company are presumed to have the ability to control  
the company or elect one or more of its directors and will, unless this         
presumption is rebutted, be required to individually qualify. Equity            
securities are defined as any voting stock or any security similar to or        
convertible into or carrying a right to acquire any security having a direct    
or indirect participation in the profits of the issuer.                         

Financial Sources. The CCC may require all financial backers, investors,    
mortgagees, bond holders and holders of notes or other evidence of              
indebtedness, either in effect or proposed, which bear any relation to any      
casino project, including holders of publicly-traded securities of an entity    
which holds a casino license or is an entity qualifier, subsidiary or holding   
company of a casino licensee (a "Regulated Company"), to qualify as financial   
sources. In the past, the CCC generally has waived the qualification            
requirement for holders of less than 15% of a series of publicly-traded         
mortgage bonds so long as the bonds remained widely distributed and freely      
traded in the public market and the holder had no ability to control the        
casino licensee. On April 9, 1996, the CCC determined that, subject to the      
receipt by the CCC of a list of the Mortgage Note holders within 30 days of     
the consummation of the Merger, the Mortgage Notes will be widely distributed   
and freely traded in the public market, the holders of Mortgage Notes have no   
ability to control either Taj Associates or Plaza Associates as a casino        
licensee, no holder is required to qualify as a financial source or security    
holder, and those holders that are institutional investors are waivable as      
such.                                                                           

Institutional Investors. An institutional investor ("Institutional          
Investor") is defined by the Casino Control Act as any retirement fund          
administered by a public agency for the exclusive benefit of Federal, state or  
local public employees; any investment company registered under the Investment  
Company Act of 1940, as amended; any collective investment trust organized by   
banks under Part Nine of the Rules of the Comptroller of the Currency; any      
closed end investment trust; any chartered or licensed life insurance company   
or property and casualty insurance company; any banking and other chartered or  
licensed lending institution; any investment                                    
advisor registered under the Investment Advisers Act of 1940, as amended; and   
such other persons as the CCC may determine for reasons consistent with the     
policies of the Casino Control Act.                                             

An Institutional Investor may be granted a waiver by the CCC from financial 
source or other qualification requirements applicable to a holder of publicly-  
traded securities, in the absence of a prima facie showing by the Division      
that there is any cause to believe that the holder may be found unqualified,    
on the basis of CCC findings that: (i) its holdings were purchased for          
investment purposes only and, upon request by the CCC, it files a certified     
statement to the effect that it has no intention of influencing or affecting    
the affairs of the issuer, the casino licensee or its holding or intermediary   
companies; provided, however, that the Institutional Investor will be           
permitted to vote on matters put to the vote of the outstanding security        
holders; and (ii) if (x) the securities are debt securities of a casino         
licensee's holding or intermediary companies or another subsidiary company of   
the casino licensee's holding or intermediary companies which is related in     
any way to the financing of the casino licensee and represent either (A) 20%    
or less of the total outstanding debt of the company or (B) 50% or less of any  
issue of outstanding debt of the company, (y) the securities are equity         
securities and represent less than 10% of the equity securities of a casino     
licensee's holding or intermediary companies or (z) the securities so held      
exceed such percentages, upon a showing of good cause. There can be no          
assurance, however, that the CCC will make such findings or grant such waiver   
and, in any event, an Institutional Investor may be required to produce for     
the CCC or the Division upon request, any document or information which bears   
any relation to such debt or equity securities.                                 

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Generally, the CCC requires each institutional holder seeking waiver of     
qualification to execute a certification to the effect that (i) the holder has  
reviewed the definition of Institutional Investor under the Casino Control Act  
and believes that it meets the definition of Institutional Investor; (ii) the   
holder purchased the securities for investment purposes only and holds them in  
the ordinary course of business; (iii) the holder has no involvement in the     
business activities of and no intention of influencing or affecting, the        
affairs of the issuer, the casino licensee or any affiliate; and (iv) if the    
holder subsequently determines to influence or affect the affairs of the        
issuer, the casino licensee or any affiliate, it shall provide not less than    
30 days' prior notice of such intent and shall file with the CCC an             
application for qualification before taking any such action. If an              
Institutional Investor changes its investment intent, or if the CCC finds       
reasonable cause to believe that it may be found unqualified, the               
Institutional Investor may take no action with respect to the security          
holdings, other than to divest itself of such holdings, until it has applied    
for interim casino authorization and has executed a trust agreement pursuant    
to such an application. See "--Interim Casino Authorization."                   

Declaratory Rulings. On April 9, 1996, Taj Associates and Plaza Associates  
received from the CCC declaratory rulings approving the Merger Transaction and  
determining, among other things, that after consummation thereof, Taj           
Associates and Plaza Associates will continue to satisfy the CCC's financial    
stability requirements; the Regulated Companies and natural person qualifiers,  
including Trump, are qualified; the certificates of incorporation and           
partnership agreements of the Regulated Companies contain required provisions   
with respect to the transfer of securities and qualification of security        
holders under the Casino Control Act; the Mortgage Notes are publicly-traded    
securities and that CCC approval of the issuance or subsequent transfer of the  
securities is not required; the individual holders of the Mortgage Notes need   
not be qualified as financial sources and security holders, and their           
qualification may be waived by the CCC; and qualification of the holders of     
Common Stock may be waived by the CCC.                                          

Ownership and Transfer of Securities. The Casino Control Act imposes certain
restrictions upon the issuance, ownership and transfer of securities of a       
Regulated Company and defines the term "security" to include instruments which  
evidence a direct or indirect beneficial ownership or creditor interest in a    
Regulated Company including, but not limited to, mortgages, debentures,         
security agreements, notes and warrants. Currently, each of TM/GP, TTMC, Taj    
Holding, Taj Funding, Taj Associates, TTMI, certain other entities that own     
Taj Holding Class A Common Stock or Taj Holding Class B Common Stock, Plaza     
Funding, Trump AC, Plaza Holding Inc., Plaza Associates, THCR Holdings, THCR    
Funding and the Company are each deemed to be a Regulated Company, and          
instruments evidencing a beneficial ownership or creditor interest therein,     
including a partnership interest, are deemed to be the securities of a          
Regulated Company.                                                              

If the CCC finds that a holder of such securities is not qualified under the
Casino Control Act, it has the right to take any remedial action it may deem    
appropriate, including the right to force divestiture by such disqualified      
holder of such securities. In the event that certain disqualified holders fail  
to divest themselves of such securities, the CCC has the power to revoke or     
suspend the casino license affiliated with the Regulated Company which issued   
the securities. If a holder is found unqualified, it is unlawful for the        
holder (i) to exercise, directly or through any trustee or nominee, any right   
conferred by such securities or (ii) to receive any dividends or interest upon  
such securities or any remuneration, in any form, from its affiliated casino    
licensee for services rendered or otherwise.                                    

With respect to non-publicly-traded securities, the Casino Control Act and  
CCC Regulations require that the corporate charter or partnership agreement of  
a Regulated Company establish a right in the CCC of prior approval with regard  
to transfers of securities, shares and other interests and an absolute right    
in the Regulated Company to repurchase at the market price or the purchase      
price, whichever is the lesser, any such security, share or other interest in   
the event that the CCC disapproves a transfer. With respect to publicly-traded  
securities, such corporate charter or partnership agreement is required to      
establish that any such securities of the entity are held subject to the        
condition that, if a holder thereof is found to be disqualified by the CCC,     
such holder shall dispose of such securities. See "Description of Capital       
Stock--Common Stock and Class B Common Stock."                                  

Interim Casino Authorization. Interim casino authorization is a process     
which permits a person who enters into a contract to obtain property relating   
to a casino operation or who obtains publicly-traded securities relating        

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to a casino licensee to close on the contract or own the securities until       
plenary licensure or qualification. During the period of interim casino         
authorization, the property relating to the casino operation or the securities  
is held in trust.                                                               

Whenever any person enters into a contract to transfer any property which   
relates to an ongoing casino operation, including a security of the casino      
licensee or a holding or intermediary company or entity qualifier, under        
circumstances which would require that the transferee obtain licensure or be    
qualified under the Casino Control Act, and that person is not already          
licensed or qualified, the transferee is required to apply for interim casino   
authorization. Furthermore, except as set forth below with respect to           
publicly-traded securities, the closing or settlement date in the contract at   
issue may not be earlier than the 121st day after the submission of a complete  
application for licensure or qualification together with a fully executed       
trust agreement in a form approved by the CCC. If, after the report of the      
Division and a hearing by the CCC, the CCC grants interim authorization, the    
property will be subject to a trust. If the CCC denies interim authorization,   
the contract may not close or settle until the CCC makes a determination on     
the qualifications of the applicant. If the CCC denies qualification, the       
contract will be terminated for all purposes and there will be no liability on  
the part of the transferor.                                                     

If, as the result of a transfer of publicly-traded securities of a licensee,
a holding or intermediary company or entity qualifier of a licensee or a        
financing entity of a licensee, any person is required to qualify under the     
Casino Control Act, that person is required to file an application for          
licensure or qualification within 30 days after the CCC determines that         
qualification is required or declines to waive qualification. The application   
must include a fully executed trust agreement in a form approved by the CCC     
or, in the alternative, within 120 days after the CCC determines that           
qualification is required, the person whose qualification is required must      
divest such securities as the CCC may require in order to remove the need to    
qualify.                                                                        

The CCC may grant interim casino authorization where it finds by clear and  
convincing evidence that: (i) statements of compliance have been issued         
pursuant to the Casino Control Act; (ii) the casino hotel is an approved hotel  
in accordance with the Casino Control Act; (iii) the trustee satisfies          
qualification criteria applicable to key casino employees, except for           
residency; and (iv) interim operation will best serve the interests of the      
public.                                                                         

When the CCC finds the applicant qualified, the trust will terminate. If the
CCC denies qualification to a person who has received interim casino            
authorization, the trustee is required to endeavor, and is authorized, to       
sell, assign, convey or otherwise dispose of the property subject to the trust  
to such persons who are licensed or qualified or shall themselves obtain        
interim casino authorization.                                                   

Where a holder of publicly-traded securities is required, in applying for   
qualification as a financial source or qualifier, to transfer such securities   
to a trust in application for interim casino authorization and the CCC          
thereafter orders that the trust become operative: (i) during the time the      
trust is operative, the holder may not participate in the earnings of the       
casino hotel or receive any return on its investment or debt security           
holdings; and (ii) after disposition, if any, of the securities by the          
trustee, proceeds distributed to the unqualified holder may not exceed the      
lower of their actual cost to the unqualified holder or their value calculated  
as if the investment had been made on the date the trust became operative.      

Approved Hotel Facilities. The CCC may permit an existing licensee, such as 
Taj Associates and Plaza Associates, to increase its casino space if the        
licensee agrees to add a prescribed number of qualifying sleeping units within  
two years after the commencement of gaming operations in the additional casino  
space. However, if the casino licensee does not fulfill such agreement due to   
conditions within its control, the licensee will be required to close the       
additional casino space, or any portion thereof that the CCC determines should  
be closed. See "Risk Factors--Atlantic City Properties Expansion."              

Persons who are parties to the lease for an approved hotel building or who  
have an agreement to lease a building which may in the judgment of the CCC      
become an approved hotel building are required to hold a casino license unless  
the CCC, with the concurrence of the Attorney General of the State of New       
Jersey, determines                                                              

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that such persons do not have the ability to exercise significant control over  
the building or the operation of the casino therein.                            

Unless otherwise determined by the CCC, agreements to lease an approved     
hotel building or the land under the building must be for a durational term     
exceeding 30 years, must concern 100% of the entire approved hotel building or  
the land upon which it is located and must include a buy-out provision          
conferring upon the lessee the absolute right to purchase the lessor's entire   
interest for a fixed sum in the event that the lessor is found by the CCC to    
be unsuitable.                                                                  

In its May 18, 1995 declaratory rulings with respect to the proposed        
enclosed Atlantic City Convention Center walkway to Trump World's Fair, the     
CCC, among other things, approved the proposed easement agreements with         
respect to such walkway and determined, with the concurrence of the Attorney    
General, that no CCC license is required to grant the easement and that the     
easements satisfy the durational term requirement and need not concern 100% of  
the entire approved hotel building or include such a buy-out provision. See     
"Business --Properties--Trump Plaza--Trump World's Fair."                       

Agreement for Management of Casino. Each party to an agreement for the      
management of a casino is required to hold a casino license, and the party who  
is to manage the casino must own at least 10% of all the outstanding equity     
securities of the casino licensee or any eligible applicant for a casino        
license. Such an agreement shall: (i) provide for the complete management of    
the casino; (ii) provide for the sole and unrestricted power to direct the      
casino operations; and (iii) provide for a term long enough to ensure the       
reasonable continuity, stability and independence and management of the         
casino.                                                                         

License Fees. The CCC is authorized to establish annual fees for the renewal
of casino licenses. The renewal fee is based upon the cost of maintaining       
control and regulatory activities prescribed by the Casino Control Act, and     
may not be less than $200,000 for a four-year casino license. Additionally,     
casino licensees are subject to potential assessments to fund any annual        
operating deficits incurred by the CCC or the Division. There is also an        
annual license fee of $500 for each slot machine maintained for use or in use   
in any casino.                                                                  

Gross Revenue Tax. Each casino licensee is also required to pay an annual   
tax of 8% on its gross casino revenues. For the years ended December 31, 1993,  
1994 and 1995 Plaza Associates' gross revenue tax was approximately $21.3       
million, $21.0 million and $24.0 million, respectively, and its license,        
investigation and other fees and assessments totaled approximately $4.0         
million, $4.2 million and $4.4 million, respectively. For the years ended       
December 31, 1993, 1994 and 1995, Taj Associates' gross revenue tax was         
approximately $35.4 million, $36.7 million and $40.2 million, respectively,     
and its license, investigation and other fees and assessments totaled           
approximately $5.2 million, $5.2 million and $5.2 million, respectively.        

Investment Alternative Tax Obligations. An investment alternative tax       
imposed on the gross casino revenues of each licensee in the amount of 2.5% is  
due and payable on the last day of April following the end of the calendar      
year. A licensee is obligated to pay the investment alternative tax for a       
period of 30 years. Estimated payments of the investment alternative tax        
obligation must be made quarterly in an amount equal to 1.25% of estimated      
gross revenues for the preceding three-month period. Investment tax credits     
may be obtained by making qualified investments or by the purchase of bonds     
issued by the CRDA. CRDA bonds may have terms as long as 50 years and bear      
interest at below market rates, resulting in a value lower than the face value  
of such CRDA bonds.                                                             

For the first ten years of its tax obligation, the licensee is entitled to  
an investment tax credit against the investment alternative tax in an amount    
equal to twice the purchase price of bonds issued to the licensee by the CRDA.  
Thereafter, the licensee (i) is entitled to an investment tax credit in an      
amount equal to twice the purchase price of such bonds or twice the amount of   
its investments authorized in lieu of such bond investments or made in          
projects designated as eligible by the CRDA and (ii) has the option of          
entering into a contract with the CRDA                                          

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to have its tax credit comprised of direct investments in approved eligible     
projects which may not comprise more than 50% of its eligible tax credit in     
any one year.                                                                   

From the monies made available to the CRDA, the CRDA is required to set     
aside $100 million for investment in hotel development projects in Atlantic     
City undertaken by a licensee which result in the construction or               
rehabilitation of at least 200 hotel rooms. These monies will be held to fund   
up to 35% of the cost to casino licensees of expanding their hotel facilities   
to provide additional hotel rooms, a portion of which will be required to be    
available upon the opening of the new Atlantic City convention center and       
dedicated to convention events. The CRDA has determined at this time that       
eligible casino licensees will receive up to 27% of the cost of additional      
hotel rooms out of these monies set aside and may, in the future, increase the  
percentage to no greater than 35%.                                              

Minimum Casino Parking Charges. As of July 1, 1993, each casino licensee was
required to pay the New Jersey State Treasurer a $1.50 charge for every use of  
a parking space for the purpose of parking, garaging or storing motor vehicles  
in a parking facility owned or leased by a casino licensee or by any person on  
behalf of a casino licensee. This amount is paid into a special fund            
established and held by the New Jersey State Treasurer for the exclusive use    
of the CRDA. Plaza Associates and Taj Associates currently charge their         
respective parking patrons $2.00 in order to make their required payments to    
the New Jersey State Treasurer and cover related expenses. Amounts in the       
special fund will be expended by the CRDA for eligible projects in the          
corridor region of Atlantic City related to improving the highways, roads,      
infrastructure, traffic regulation and public safety of Atlantic City or        
otherwise necessary or useful to the economic development and redevelopment of  
Atlantic City in this regard.                                                   

Atlantic City Fund. On each October 31 during the years 1996 through 2003,  
each casino licensee shall pay into an account established in the CRDA and      
known as the Atlantic City Fund, its proportional share of an amount related    
to the amount by which annual operating expenses of the CCC and the Antitrust   
Division are less than a certain fixed sum. Additionally, a portion of the      
investment alternative tax obligation of each casino licensee for the years     
1994 through 1998 allocated for projects in Northern New Jersey shall be paid   
into and credited to the Atlantic City Fund. Amounts in the Atlantic City Fund  
will be expended by the CRDA for economic development projects of a revenue     
producing nature that foster the redevelopment of Atlantic City other than the  
construction and renovation of casino hotels.                                   

Conservatorship. If, at any time, it is determined that TM/GP, TTMC, Taj    
Holding, Taj Funding, Taj Associates, TTMI, Plaza Associates, Plaza Funding,    
Plaza Holding Inc., Trump AC, the Company, THCR Holdings, THCR Funding or any   
other entity qualifier has violated the Casino Control Act or that any of such  
entities cannot meet the qualification requirements of the Casino Control Act,  
such entity could be subject to fines or the suspension or revocation of its    
license or qualification. If a casino license is suspended for a period in      
excess of 120 days or is revoked, or if the CCC fails or refuses to renew such  
casino license, the CCC could appoint a conservator to operate and dispose of   
such licensee's casino hotel facilities. A conservator would be vested with     
title to all property of such licensee relating to the casino and the approved  
hotel subject to valid liens and/or encumbrances. The conservator would be      
required to act under the direct supervision of the CCC and would be charged    
with the duty of conserving, preserving and, if permitted, continuing the       
operation of the casino hotel. During the period of the conservatorship, a      
former or suspended casino licensee is entitled to a fair rate of return out    
of net earnings, if any, on the property retained by the conservator. The CCC   
may also discontinue any conservatorship action and direct the conservator to   
take such steps as are necessary to effect an orderly transfer of the property  
of a former or suspended casino licensee.                                       

Qualification of Employees. Certain employees of Taj Associates and Plaza   
Associates must be licensed by or registered with the CCC, depending on the     
nature of the position held. Casino employees are subject to more stringent     
requirements than non-casino employees and must meet applicable standards       
pertaining to                                                                   

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financial stability, integrity and responsibility, good character, honesty and  
integrity, business ability and casino experience and New Jersey residency.     
These requirements have resulted in significant competition among Atlantic      
City casino operators for the services of qualified employees.                  

Gaming Credit. Taj Associates' and Plaza Associates' casino games are       
conducted on a credit as well as cash basis. Gaming debts arising in Atlantic   
City in accordance with applicable regulations are enforceable in the courts    
of the State of New Jersey. The extension of gaming credit is subject to        
regulations that detail procedures which casinos must follow when granting      
gaming credit and recording counter checks which have been exchanged, redeemed  
or consolidated.                                                                

Control Procedures. Gaming at the Taj Mahal and Trump Plaza is conducted by 
trained and supervised personnel. Taj Associates and Plaza Associates employ    
extensive security and internal controls. Security checks are made to           
determine, among other matters, that job applicants for key positions have had  
no criminal history or associations. Security controls utilized by the          
surveillance department include closed circuit video camera to monitor the      
casino floor and money counting areas. The count of moneys from gaming also is  
observed daily by representatives of the CCC.                                   

INDIANA GAMING REGULATIONS                                                      

Indiana Gaming Commission. The ownership and operation of riverboat gaming  
operations in Indiana are subject to strict state regulation under the          
Riverboat Gambling Act and the administrative rules promulgated thereunder.     
The IGC is empowered to administer, regulate and enforce the system of          
riverboat gaming established under the Riverboat Gambling Act and has           
jurisdiction and supervision over all riverboat gaming operations in Indiana,   
as well as all persons on riverboats where gaming operations are conducted.     
The IGC is empowered to regulate a wide variety of gaming and non-gaming        
related activities, including the licensing of suppliers to, and employees at,  
riverboat gaming operations and to approve the form of ownership and financial  
structure of not only riverboat owner and supplier licensees, but also their    
entity qualifiers and intermediary and holding companies. Indiana is a new      
gaming jurisdiction and the emerging regulatory framework is not yet complete.  
The IGC has adopted certain final rules and has published others in proposed    
or draft form which are proceeding through the review and final adoption        
process. The IGC also has indicated its intent to publish additional proposed   
rules in the future. The IGC has broad rulemaking power, and it is impossible   
to predict what effect, if any, the amendment of existing rules or the          
finalization of currently new rules might have on the                           
operations of the Indiana Riverboat or the Company. The following reflects      
both adopted and proposed regulations. Further, the Indiana General Assembly    
has the power to promulgate new laws and implement amendments to the Riverboat  
Gambling Act, which could materially affect the operation or economic           
viability of the gaming industry in Indiana.                                    

Certificate of Suitability. On December 9, 1994, the IGC ordered that a     
"Certificate of Suitability" for a riverboat owner's license for a riverboat    
to be docked in Buffington Harbor, Indiana, be issued to Trump Indiana. The     
certificate of suitability constitutes approval of the application of Trump     
Indiana for a riverboat owner's license. The IGC extended Trump Indiana's       
certificate of suitability until June 28, 1996. Pursuant to the terms of the    
certificate of suitability, during such period, Trump Indiana must comply with  
certain statutory and other requirements imposed by the IGC. In addition, as a  
condition to the certificate of suitability, Trump Indiana has committed to     
invest $153 million in the Indiana Riverboat and certain related projects and   
to pay certain incentive fees to the City of Gary, Indiana. Failure to comply   
with the foregoing conditions and/or failure to commence riverboat excursions   
as required by the IGC may result in revocation of the certificate of           
suitability. There can be no assurance that the Company and/or Trump Indiana    
will be able to comply with the terms of the certificate of suitability, that   
it will be further extended if operations do not commence as required by the    
IGC or that a riverboat owner's license for the Indiana Riverboat will          
ultimately be granted or subsequently renewed.                                  

Riverboat Owner's License. No one may operate a riverboat gaming operation  
in Indiana without holding a riverboat owner's license. The certificate of      
suitability received by Trump Indiana on December 9, 1994 and                   

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most recently extended through June 28, 1996 means that Trump Indiana received  
a written document issued by the Executive Director of the IGC that indicates   
that Trump Indiana has been chosen for licensure if Trump Indiana meets         
certain requirements within the interim compliance period as established by     
the IGC. The interim compliance period is the period of time between the        
issuance of the certificate of suitability and the issuance of a permanent      
riverboat owner's license or the notice of denial thereof. The Company          
anticipates that its riverboat owner's license (which would supersede the       
certificate of suitability) would impose substantially similar conditions on    
the operations of the Indiana Riverboat, although no assurances may be made.    

Interim Compliance Requirements. Interim compliance requires, among other   
things: obtaining a permit to develop the riverboat gaming operation from the   
United States Army Corps of Engineers, which permit was obtained on October     
10, 1995; obtaining a valid certificate of inspection from the United States    
Coast Guard for the vessel on which the riverboat gaming operation will be      
conducted; applying for and receiving the appropriate permits or certificates   
from the Indiana Alcoholic Beverage Commission, Indiana Fire Marshall, and      
other appropriate local, state and federal agencies which issue permits         
including, but not limited to, health permits, building permits and zoning      
permits; closing the financing necessary to complete the development of the     
gaming operation; posting a bond in compliance with the applicable law;         
obtaining the insurance deemed necessary by the IGC; receiving licensure for    
electronic gaming devices and other gaming equipment under applicable law;      
submitting an emergency response plan in compliance with applicable laws; and   
taking any other action that the IGC deems necessary for compliance under       
Indiana gaming laws. Further, the IGC may place restrictions, conditions or     
requirements on the permanent riverboat owner's license. An owner's initial     
license expires five years after the effective date of the license, and unless  
the owner's license is terminated, expires or is revoked, the owner's license   
may be renewed annually by the IGC upon satisfaction of certain conditions      
contained in the Riverboat Gambling Act.                                        

Transfer of Riverboat Owner's License. Pursuant to IGC proposed rules, an   
ownership interest in a riverboat owner's license shall not be transferred      
unless the transfer complies with applicable rules, and no riverboat gaming     
operation may operate unless the appropriate licenses and approvals are         
obtained from the IGC. Under current Indiana law, a maximum of 11 owner's       
licenses may be in effect at any time. No person or entity may simultaneously   
own an interest in more than two riverboat owner's licenses. A person or        
entity may simultaneously own up to 100% in one riverboat owner's license and   
no more than 10% in a second riverboat owner's license.                         

A riverboat owner's licensee must possess a level of skill, experience, or  
knowledge necessary to conduct a riverboat gaming operation that will have a    
positive economic impact on the host site, as well as the entire State of       
Indiana. Additional representative, but not exclusive, qualification criteria   
with respect to the holder of a riverboat owner's license include character,    
reputation, financial integrity, the facilities or proposed facilities for the  
conduct of riverboat gaming including related non-gaming projects such as       
hotel development, and the good faith affirmative action plan to recruit,       
train and upgrade minorities and women in all employment classifications. The   
IGC shall require persons holding owner's licenses to adopt policies            
concerning the preferential hiring of residents of the city in which the        
riverboat docks for riverboat jobs. The IGC has broad discretion in regard to   
the issuance, renewal, revocation, and suspension of licenses and approvals,    
and the IGC is empowered to regulate a wide variety of gaming and non-gaming    
related activities, including the licensing of suppliers to, and employees at,  
riverboat gaming operations, and to approve the form of ownership and           
financial structure of not only riverboat owner and supplier licensees, but     
also their subsidiaries and affiliates.                                         

A riverboat owner's licensee or any other person may not lease, hypothecate,
borrow money against or loan money against a riverboat owner's license. An      
ownership interest in a riverboat owner's license may only be transferred in    
accordance with the regulations promulgated under the Riverboat Gambling Act.   
An applicant for the approval of a transfer of a riverboat owner's license      
must comply with application procedures prescribed by the IGC, present          
evidence that it meets or possesses the standards, qualifications and other     
criteria under Indiana gaming laws that it meets all requirements for a         
riverboat owner's license, and pay an investigative fee in the amount of        
$50,000 with the application. If the IGC denies the application to transfer an  
ownership interest, it                                                          

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shall issue notice of denial to the applicant, and, unless, specifically        
stated to the contrary, a notice of denial of an application for transfer       
shall not constitute a finding that the applicant is not suitable for           
licensure. A person who is served with notice of denial under this rule may     
request an administrative hearing.                                              

Control Persons and Operational Matters. The IGC has implemented strict     
regulations with respect to the suitability of riverboat license owners, their  
key personnel and their employees similar to the CCC regulations and            
precedent. The IGC utilizes a "class-based" licensing structure that subjects   
all individuals associated with Trump Indiana to varying degrees of background  
investigations. Likewise, comprehensive security measures, including video      
surveillance by both random and fixed cameras, are required in the casino and   
money counting areas. Additionally, the IGC has delineated procedures for the   
reconciliation of the daily revenues and tax remittance to the state as         
further detailed below.                                                         

Tax. Under Indiana gaming law, a tax is imposed on admissions to gaming     
excursions at a rate of three dollars for each person admitted to the gaming    
excursion. This admission tax is imposed upon the license owner conducting the  
gaming excursion on a per-person basis without regard to the actual fee paid    
by the person using the ticket, with the exception that no tax shall be paid    
by admittees who are actual and necessary officials, employees of the licensee  
or other persons actually working on the riverboat. The IGC may suspend or      
revoke the license of a riverboat owner's licensee that does not submit the     
payment or the tax return form regarding admission tax within the required      
time established by the IGC.                                                    

A tax is imposed on the adjusted gross receipts received from gaming        
authorized under the Riverboat Gambling Act at a rate of 20% of the amount of   
the adjusted gross receipts. Adjusted gross receipts is defined as the total    
of all cash and property (including checks received by a licensee), whether     
collected or not, received by a licensee from gaming operations less the total  
of all cash paid out as winnings to patrons including a provision for           
uncollectible gaming receivables as is further set forth in the Riverboat       
Gambling Act. The IGC may, from time to time, impose other fees and             
assessments on riverboat owner licensees. In addition, all use, excise and      
retail taxes apply to sales aboard riverboats.                                  

Excursions. Generally, gaming may not be conducted while a riverboat is     
docked, other than during the 30-minute periods for passenger embarkation and   
disembarkation. The Riverboat Gambling Act provides an exception if weather     
conditions or water conditions present a danger to the riverboat. In October    
1994, the U.S. Attorney General's Office in Indiana notified the IGC that a     
federal law passed in 1951, commonly known as the Johnson Act, prohibits        
gaming vessels from cruising within federal maritime jurisdiction and           
prohibits gaming on such vessels. The Department of Justice has expressed       
concern that the Johnson Act may prohibit gaming on vessels on the Great Lakes  
because it has contended that the Great Lakes are within federal maritime       
jurisdiction. Management understands that the Department of Justice is still    
considering the issue, however, and has not reached a definitive conclusion.    
Currently, Congress has legislation pending that contains a related amendment   
to the Johnson Act. The Coast Guard Authorization bill, which contains a        
provision that would amend the Johnson Act specifically to allow gaming on      
vessels in the Indiana waters of Lake Michigan, was passed by the House of      
Representatives. The Senate-passed version of the Coast Guard Authorization     
bill does not contain a similar provision. Because the House of                 
Representatives and the Senate passed different versions of the Coast Guard     
Authorization bill, a conference committee composed of House and Senate         
members is expected to be formed later in the Second Session of the 104th       
Congress (1996) to resolve differences in these versions. In 1995, the Indiana  
General Assembly adopted two differing amendments to the Riverboat Gambling     
Act permitting gambling to be conducted while a riverboat is docked under       
certain conditions. One of the amendments included an express provision         
allowing gambling to be conducted while a riverboat is docked if a              
determination is made that a condition exists that would cause a violation of   
federal law if the riverboat were to cruise. The other amendment did not        
include that express provision. The IGC has determined that the two amendments  
can be harmonized in a way that would permit gambling while a riverboat is      
docked if cruising would be a violation of federal law. Notwithstanding the     
IGC's determination, there can be no assurance that commencement of gaming      
operations by Trump Indiana while the riverboat is cruising would not be        
challenged as a violation of the Johnson Act or that commencement of gaming     
operations while the riverboat is docked would not be challenged as a           
violation of the Johnson Act or Indiana law. See "Risk Factors--The Indiana     
Riverboat".                                                                     

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Restricted Contracts. Under proposed IGC rules, no riverboat licensee or    
riverboat license applicant may enter into or perform any contract or           
transaction in which it transfers or receives consideration which is not        
commercially reasonable or which does not reflect the fair market value of the  
goods or services rendered or received as determined at the time the contract   
is executed. Any contract entered into by a riverboat licensee or riverboat     
license applicant that exceeds the total dollar amount of $50,000 shall be a    
written contract. A riverboat license applicant means an applicant for a        
riverboat owner's license that has been issued a certificate of suitability.    

Pursuant to IGC proposed rules, riverboat licensees and riverboat license   
applicants must submit an internal control procedure regarding purchasing       
transactions which must contain provisions regarding ethical standards,         
compliance with state and federal laws, and prohibitions on the acceptance of   
gifts and gratuities by purchasing and contracting personnel from suppliers of  
goods or services. The proposed rules also require any riverboat licensee or    
applicant to submit any contract, transaction, or series of transactions        
greater than $500,000 in any 12-month period to the IGC within 10 days of the   
execution, and to submit a summary of all contracts or transactions greater     
than $50,000 in any 12-month period on a quarterly basis. The proposed rules    
provide that contracts submitted to the IGC are not submitted for approval by   
the IGC, but grant the IGC authority to cancel or terminate any contract not    
in compliance with Indiana law and the IGC rules.                               

Finance. Pursuant to IGC rules, any person (other than an institutional     
investor) acquiring 5% or more of any class of voting securities of a publicly  
traded corporation that owns a riverboat owner's license or 5% or more of the   
beneficial interest in a riverboat licensee, directly or indirectly, through    
any class of the voting securities of any holding or intermediary company of a  
riverboat licensee shall apply to the IGC for finding of suitability within 45  
days after acquiring the securities. Each institutional investor who,           
individually or in association with others, acquires, directly or indirectly,   
5% or more of any class of voting securities of a publicly-traded corporation   
that owns a riverboat owner's license or 5% or more of the beneficial interest  
in a riverboat licensee through any class of the voting securities of any       
holding or intermediary company of a riverboat licensee shall notify the IGC    
within 10 days after the institutional investor acquires the securities and     
shall provide additional information and may be subject to a finding of         
suitability as required by the IGC.                                             

Under IGC rules, an institutional investor who would otherwise be subject to
a suitability finding shall, within 45 days after acquiring the interests,      
submit the following information: a description of the institutional            
investor's business and a statement as to why the institutional investor        
satisfies the definitional requirements of an institutional investor under      
Indiana gaming rule requirements; a certification made under oath that the      
voting securities were acquired and are held for investment purposes only and   
were acquired and are held in the ordinary course of business as an             
institutional investor; the name, address, telephone number, social security    
number or federal tax identification number of each person who has the power    
to direct or control the institutional investor's exercise of its voting        
rights as a holder of voting securities of the riverboat licensee; the name of  
each person who beneficially owns 5% or more of the institutional investor's    
voting securities or equivalent; a list of the institutional investor's         
affiliates; a list of all securities of the riverboat licensee that are or      
were beneficially owned by the institutional investor or its affiliates within  
the preceding one year; a disclosure of all criminal and regulatory sanctions   
imposed during the preceding ten years; a copy of any filing made under 16      
U.S.C. 18(a); and any other additional information the IGC may request to       
insure compliance with Indiana gaming laws.                                     

Each institutional investor who, individually or in association with others,
acquires, directly or indirectly, the beneficial ownership of 15% or more of    
any class of voting securities of a publicly-traded corporation that owns a     
riverboat owner's license or 15% or more of the beneficial interest in a        
riverboat licensee through any class of voting securities of any holding        
company or intermediary company of a riverboat licensee shall apply to the IGC  
for a finding of suitability within 45 days after acquiring the securities.     

The Certificate of Incorporation provides that the Company may redeem any   
shares of the Company's capital stock held by any person or entity whose        
holding of shares may cause the loss or nonreinstatement of a governmental      
license held by the Company. As defined in the Certificate of Incorporation,    
such redemption shall be at the lesser of the market price of the stock or the  
price at which the stock was purchased.                                         

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Under IGC rules, an institutional investor means any of the following: a    
retirement fund administered by a public agency for the exclusive benefit of    
federal, state, or local public employees; an investment company registered     
under the Investment Company Act of 1940; a collective investment trust         
organized by banks under Part 9 of the Rules of the Comptroller of the          
Currency; a closed end investment trust; a chartered or licensed life           
insurance company or property and casualty insurance company; a banking,        
chartered or licensed lending institution; an investment adviser registered     
under the Investment Advisers Act of 1940; and any other entity the IGC         
determines constitutes an institutional investor. The IGC may in the future     
promulgate regulations with respect to the qualification of other financial     
backers, mortgagees, bond holders, holders of indentures, or other financial    
contributors.                                                                   

Minority and Women Business Participation. Indiana gaming laws provide that 
the opportunity for full minority and women's business enterprise               
participation in the riverboat industry in Indiana is essential to social and   
economic parity for minority and women business persons. The IGC has the power  
to review compliance with the goals of participation by minority and women      
business persons and impose appropriate conditions on licensees to insure that  
goals for such business enterprises are met.                                    

Under Indiana gaming laws, a riverboat licensee or a riverboat license      
applicant shall designate certain minimum percentages of the value of its       
contracts for goods and services to be expended with minority business          
enterprises and women's business enterprises such that 10% of the dollar value  
of the riverboat licensee's or the riverboat license applicant's contracts be   
expended with minority business enterprises and 5% of the dollar value of the   
riverboat licensee's or the riverboat license applicant's contracts be          
expended with women's business enterprises. Expenditures with minority and      
women's business enterprises are not mutually exclusive.                        

IGC Action. All licensees subject to the jurisdiction of the IGC have a     
continuing duty to maintain suitability for licensure. The IGC may initiate an  
investigation or disciplinary action or both against a licensee whom the        
commission has reason to believe is not maintaining suitability for licensure,  
is not complying with licensure conditions, and/or is not complying with        
Indiana gaming laws or regulations. The IGC may suspend, revoke, restrict, or   
place conditions on the license of a licensee; require the removal of a         
licensee or an employee of a licensee; impose a civil penalty or take any       
other action deemed necessary by the IGC to insure compliance with Indiana      
gaming laws.                                                                    

CLEAN WATER REGULATIONS                                                         

Operation of the Indiana Riverboat must be in conformance with state and    
federal clean water requirements, including the Federal Water Pollution         
Control Act and the Oil Pollution Act of 1990 ("OPA"). OPA establishes an       
extensive regulatory and liability regime for the protection and cleanup of     
the environment from oil spills and affects all owners and operators whose      
vessels operate in United States waters, which include the Great Lakes. OPA     
requires vessel owners and operators to establish and maintain with the U.S.    
Coast Guard evidence of financial responsibility sufficient to meet their       
potential liabilities under OPA. U.S. Coast Guard regulations also implement    
the financial responsibility requirements of the Comprehensive Environmental    
Response, Compensation and Liability Act by requiring evidence of financial     
responsibility in an amount of $300 per gross ton, in addition to any required  
under OPA. The Company and Trump Indiana are in the process of obtaining        
insurance coverage and a Certificate of Financial Responsibility as required    
by OPA. The Company and Trump Indiana expect that the insurance coverage        
obtained will be adequate to protect against liability that may arise under     
OPA. However, in the case of a catastrophic spill or a spill in a sensitive     
environment, there can be no assurance that such occurrence would not result    
in liability in excess of the insurance coverage.                               

OTHER LAWS AND REGULATIONS                                                      

The U.S. Department of the Treasury has adopted regulations pursuant to     
which a casino is required to file a report of each deposit, withdrawal,        
exchange of currency, gambling tokens or chips, or other payments or transfers  
by, through or to such casino which involve a transaction in currency of more   
than $10,000 per patron, per gaming day. Such reports are required to be made   
on forms prescribed by the Secretary of the Treasury and are filed with the     
Commissioner of the Internal Revenue Service (the "Service"). In addition, the  
Company and Taj Associates are each required to maintain detailed records       
(including the names, addresses, social security                                

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numbers and other information with respect to its gaming customers) dealing     
with, among other items, the deposit and withdrawal of funds and the            
maintenance of a line of credit.                                                

In the past, the Service had taken the position that gaming winnings from   
table games by nonresident aliens were subject to a 30% withholding tax. The    
Service, however, subsequently adopted a practice of not collecting such tax.   
Recently enacted legislation exempts from withholding tax table game winnings   
by nonresident aliens, unless the Secretary of the Treasury determines by       
regulation that such collections have become administratively feasible.         

As the result of an audit conducted by the U.S. Department of the Treasury, 
Office of Financial Enforcement, Plaza Associates was alleged to have failed    
to timely file the "Currency Transaction Report by Casino" in connection with   
65 individual currency transactions in excess of $10,000 during the period      
from October 31, 1986 to December 10, 1988. Plaza Associates paid a fine of     
$292,500 in connection with these violations. Plaza Associates has revised its  
internal control procedures to ensure continued compliance with these           
regulations. From 1992 through 1995, the Service conducted an audit of          
"Currency Transaction Reports by Casino" filed by Taj Associates for the        
period from April 2, 1990 through December 31, 1991. The U.S. Department of     
Treasury has received a report detailing the audit as well as the response of   
Taj Associates. Recently, as a result of the audit of Taj Associates, the U.S.  
Department of Treasury has notified Taj Associates that it failed to timely     
file the "Currency Transaction Report by Casino" in connection with 173         
individual currency transactions. The U.S. Department of Treasury has           
indicated in their notification that the matter can be resolved by the payment  
of a penalty which is significantly lower than the maximum penalty allowed by   
law. Management believes that any such amounts will not be material to the      
Company.                                                                        

The Indiana Riverboat site is located near, or adjacent to and may include  
protected wetlands which may subject the Company to obligations or liabilities  
in connection with wetlands mitigation or protection.                           

On April 5, 1994, OSHA proposed a regulation that would require, inter alia,
that employers who permit smoking in workplaces establish designated smoking    
areas, permit smoking only in such areas, and assure that designated smoking    
areas be enclosed, exhausted directly to the outside, and maintained under      
negative pressure sufficient to contain tobacco smoke within the designated     
area. Plaza Associates has estimated construction costs to build enclosed,      
exhausted, negative-pressure smoking rooms in Trump Plaza to be $1.5 million    
for its casino and $2.5 million for its restaurants. Plaza Associates has also  
estimated construction costs to provide negative-pressure exhaust systems for   
Trump Plaza hotel rooms to be $1,500 per room; however, management believes     
that it is highly unlikely that the regulation, if promulgated, would require   
hotel rooms to be equipped with exhaust systems if smoking is prohibited in     
the rooms during housekeeping and maintenance activities. If the regulation is  
promulgated and is applicable to Trump Plaza hotel rooms, the number of rooms   
that would be affected is not known at this time. Taj Associates is unable to   
estimate the cost, if any, of compliance with these proposed regulations and    
is unable to determine if the cost, if any, of such compliance would have a     
material adverse effect on Taj Associates.                                      

The Company and Taj Associates are subject to other federal, state and local
regulations and, on a periodic basis, must obtain various licenses and          
permits, including those required to sell alcoholic beverages in the State of   
New Jersey as well as in other jurisdictions. Management of the Company and     
Taj Holding believe all required licenses and permits necessary to conduct the  
business of the Company and Taj Associates have been obtained for operations    
in the State of New Jersey.                                                     

The Company expects to be subject to similar rigorous regulatory standards  
in each other jurisdiction in which it seeks to conduct gaming operations.      
There can be no assurance that regulations adopted, permits required or taxes   
imposed by other jurisdictions will permit profitable operations by the         
Company in those jurisdictions.                                                 

In addition, the federal Merchant Marine Act, 1936 and the federal Shipping 
Act, 1916 and the applicable regulations thereunder contain provisions          
designed to prevent persons who are not citizens of the United States, as       
defined therein, from beneficially owning more than 25% of the capital stock    
of any entity operating a vessel on the Great Lakes.                            

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MANAGEMENT  

DIRECTORS AND EXECUTIVE OFFICERS                                                

The following table sets forth certain information concerning each of the   
Company's directors and executive officers:                                     

                                                        [Enlarge/Download Table]

  NAME                                                   POSITION                                
  ----                                                   --------                                
                                                                                                 
Donald J. Trump......... Chairman of the Board                                                   
Nicholas L. Ribis....... President, Chief Executive Officer, Chief Financial Officer and Director
Robert M. Pickus........ Executive Vice President and Secretary                                  
John P. Burke........... Senior Vice President of Corporate Finance and Corporate Treasurer      
Wallace B. Askins....... Director                                                                
Don M. Thomas........... Director                                                                
Peter M. Ryan........... Director                                                                

Donald J. Trump--Mr. Trump, 49 years old, has been Chairman of the Board of 
the Company and THCR Funding since their formation in 1995. Mr. Trump is also   
Chairman of the Board of Directors, President and Treasurer of Plaza Funding,   
the managing general partner of Plaza Associates. Trump was a 50% shareholder,  
Chairman of the Board of Directors, President and Treasurer of Trump Plaza GP   
and the managing general partner of Plaza Associates prior to its merger into   
Plaza Funding in June 1993. Trump was Chairman of the Executive Committee and   
President of Plaza Associates from May 1986 to May 1992 and was a general       
partner of Plaza Associates until June 1993. Trump has been a director and      
President of Plaza Holding Inc. since February 1993 and was a partner in Trump  
AC from February 1993 until June 1995. Trump has been Chairman of the Board of  
Directors of Trump AC Funding since its formation in January 1996. Trump has    
been Chairman of the Board of Directors and a Class C Director of Taj Holding   
and TM/GP since October 1991; President and Treasurer of Taj Holding since      
March 4, 1991; Chairman of the Board of Directors, President and Treasurer of   
Taj Funding and TTMI since June 1988; sole director, President and Treasurer    
of TTMC since March 1991; Chairman of the Executive Committee of Taj            
Associates from June 1988 to October 1991; and President and sole Director of   
Realty Corp. since May 1986. Trump has been the sole director of Trump Indiana  
since its formation. Trump has been Chairman of the Board of Partner            
Representatives of TCA, the partnership that owns Trump's Castle, since May     
1992; and was Chairman of the Executive Committee of TCA from June 1985 to May  
1992. In addition, Trump is the managing general partner of TCA. Trump is also  
the President of The Trump Organization, which has been in the business,        
through its affiliates and subsidiaries, of acquiring, developing and managing  
real estate properties for more than the past five years. Trump was a member    
of the Board of Directors of Alexander's Inc. from 1987 to March 1992.          

Nicholas L. Ribis--Mr. Ribis, 51 years old, has been President, Chief       
Executive Officer, Chief Financial Officer, and a director of the Company and   
THCR Funding and the Chief Executive Officer of THCR Holdings since their       
formation in 1995. Mr. Ribis has been the Chief Executive Officer of Plaza      
Associates since February 1991, was President from April 1994 to February       
1995, was a member of the Executive Committee of Plaza Associates from April    
1991 to May 29, 1992 and was a director and Vice President of Trump Plaza GP    
from May 1992 until its merger into Plaza Funding in June 1993. Mr. Ribis has   
been Vice President of Plaza Funding since February 1995 and Vice President of  
Plaza Holding Inc. since February 1995. Mr. Ribis has served as a director of   
Plaza Holding Inc. since June 1993 and of Plaza Funding since July 1993. Mr     
Ribis has been Chief Executive Officer, President and director of Trump AC      
Funding since its formation in January 1996. Mr. Ribis has been a Class C       
Director of TM/GP and Taj Holding since October 1991 and was Vice President of  
TM/GP and Taj Holding until June 1995; Chief Executive Officer of Taj           
Associates since February 1991; Vice President of Taj Funding since September   
1991; Vice President of TTMI since February 1991 and Secretary of TTMI since    
September 1991; Director of Realty Corp. since October 1991; and a member of    
the Executive Committee of Taj Associates from April 1991 to October 1991. Mr.  
Ribis has been the President and Chief Executive Officer of Trump Indiana       
since its formation. He has also been Chief Executive Officer of TCA since      
March 1991; member of the Executive Committee of TCA from April 1991 to May     
1992; member of the Board of Partner                                            

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Representatives of TCA since May 1992; and has served as the Vice President     
and Assistant Secretary of Trump's Castle Hotel & Casino, Inc., an entity       
beneficially owned by Trump, since December 1993 and January 1991,              
respectively. Mr. Ribis has served as Vice President of TC/GP, Inc. since       
December 1993 and had served as Secretary of TC/GP, Inc. from November 1991 to  
May 1992. Mr. Ribis has been Vice President of Trump Corp. since September      
1991. From January 1993 to January 1995, Mr. Ribis served as the Chairman of    
the Casino Association of New Jersey and has been a member of the Board of      
Trustees of the CRDA since October 1993. From January 1980 to January 1991,     
Mr. Ribis was Senior Partner in, and from February 1991 to December 1995, was   
Counsel to, the law firm of Ribis, Graham & Curtin (now practicing as Graham,   
Curtin & Sheridan, A Professional Association), which serves as New Jersey      
legal counsel to all of the above-named companies and certain of their          
affiliated entities.                                                            

Robert M. Pickus--Mr. Pickus, 41 years old, has been Executive Vice         
President and Secretary of the Company since its formation in 1995. He has      
also been the Executive Vice President of Corporate and Legal Affairs of Plaza  
Associates since February 1995. From December 1993 to February 1995, Mr.        
Pickus was the Senior Vice President and General Counsel of Plaza Associates    
and, since April 1994, he has been the Vice President and Assistant Secretary   
of Plaza Funding and Assistant Secretary of Plaza Holding Inc. Mr. Pickus has   
been Secretary and a director of Trump AC Funding since its formation in        
January 1996. Mr. Pickus has been the Executive Vice President of Corporate     
and Legal Affairs of Taj Associates since February 1995, and a Class C          
Director of Taj Holding and TM/GP since November 1995. Mr. Pickus has been the  
Executive Vice President and Secretary of Trump Indiana since its formation.    
He was the Senior Vice President and Secretary of Trump's Castle Funding, Inc.  
from June 1988 to December 1993 and General Counsel of TCA from June 1985 to    
December 1993. Mr. Pickus was also Secretary of Trump's Castle Hotel & Casino,  
Inc., an entity beneficially owned by Trump, from October 1991 until December   
1993. Mr. Pickus has been the Executive Vice President of Corporate and Legal   
Affairs of TCA since February 1995 and a member of the Board of Partner         
Representatives of TCA since October 1995.                                      

John P. Burke--Mr. Burke, 48 years old, has been Senior Vice President of   
Corporate Finance of the Company, THCR Holdings and THCR Funding since January  
1996, and has been the Corporate Treasurer of the Company, THCR Holdings and    
THCR Funding since their formation in 1995. He has also been Corporate          
Treasurer of Plaza Associates and Taj Associates since October 1991. Mr. Burke  
has been Treasurer of Trump AC since its formation in January 1996. Mr. Burke   
has been a Class C Director of TM/GP and Taj Holding since October 1991 and     
was Vice President of TM/GP until June 1995. Mr. Burke has been the Treasurer   
of Trump Indiana since its formation. Mr. Burke has been the Corporate          
Treasurer of TCA since October 1991, the Vice President of TCA, Trump's Castle  
Funding, Inc., TC/GP and Trump's Castle Hotel & Casino, Inc. since December     
1993, and the Vice President-Finance of The Trump Organization since September  
1990. Mr. Burke was an Executive Vice President and Chief Administrative        
Officer of Imperial Corporation of America from April 1989 through September    
1990.                                                                           

Wallace B. Askins--Mr. Askins, 65 years old, has been a director of the     
Company and THCR Funding since June 1995. He has also been a director of Plaza  
Funding and Plaza Holding Inc. since April 11, 1994, and was a partner          
representative of the Board of Partner Representatives of TCA from May 1992 to  
June 1995. Mr. Askins served as a director of TC/GP from May 1992 to December   
1993. From June 1984 to November 1992, Mr. Askins served as Executive Vice      
President, Chief Financial Officer and as a director of Armco Inc. Mr. Askins   
also serves as a director of EnviroSource, Inc.                                 

Don M. Thomas--Mr. Thomas, 65 years old, has been a director of the Company 
and THCR Funding since June 1995. He has also been the Senior Vice President    
of Corporate Affairs of the Pepsi-Cola Bottling Co. of New York since January   
1985. Mr. Thomas was the Acting Chairman, and a Commissioner, of the CRDA from  
1985 through 1987, and a Commissioner of the CCC from 1980 through 1984. Mr.    
Thomas was a director of Trump Plaza GP until its merger into Plaza Funding in  
June 1993 and has been a director of Plaza Funding and Plaza Holding Inc.       
since June 1993. Mr. Thomas is an attorney licensed to practice law in the      
State of New York.                                                              

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Peter M. Ryan--Mr. Ryan, 58 years old, has been a director of the Company   
and THCR Funding since June 1995. He has also been the President of each of     
The Marlin Group, LLC and The Brookwood Carrington Fund, LLC, real estate       
financial advisory groups, since January 1995. Prior to that, Mr. Ryan was the  
Senior Vice President of The Chase Manhattan Bank for more than five years.     
Mr. Ryan has been a director of the Childrens Hospital FTD since October 1995.  

The officers of the Company serve at the pleasure of the Board of Directors.

All of the persons listed above are citizens of the United States and are   
qualified or licensed by the CCC.                                               

Trump and Nicholas L. Ribis served as either executive officers and/or      
directors of Taj Associates and its affiliated entities when such parties       
filed their petition for reorganization under Chapter 11 of the Bankruptcy      
Code on July 17, 1991. The Second Amended Joint Plan of Reorganization of such  
parties was confirmed on August 28, 1991, and was declared effective on         
October 4, 1991. Trump, Nicholas L. Ribis, John P. Burke and Robert M. Pickus   
also served as Executive Committee members, officers and/or directors of TCA    
and its affiliated entities at the time such parties filed a petition for       
reorganization under Chapter 11 of the Bankruptcy Code on March 9, 1992. The    
First Amended Joint Plan of Reorganization of such parties was confirmed on     
May 5, 1992, and was declared effective on May 29, 1992. Trump, Nicholas L.     
Ribis and John P. Burke served as either executive officers and/or directors    
of Plaza Associates and its affiliated entities when such parties filed their   
petition for reorganization under Chapter 11 of the Bankruptcy Code in March    
1992. The First Amended Joint Plan of Reorganization of such parties was        
confirmed on April 30, 1992, and was declared effective on May 29, 1992. Trump  
was a partner of Plaza Operating Partners Ltd. when it filed a petition for     
reorganization under Chapter 11 of the Bankruptcy Code on November 2, 1992.     
The plan of reorganization for Plaza Operating Partners Ltd. was confirmed on   
December 11, 1992 and declared effective in January 1993.                       

The Company is the general partner of THCR Holdings. As the sole general    
partner of THCR Holdings, the Company generally has the exclusive rights,       
responsibilities and discretion in the management and control of THCR           
Holdings. Upon consummation of the Merger Transaction, TM/GP will also be a     
limited partner of THCR Holdings. See "Description of the THCR Holdings         
Partnership Agreement."                                                         

MANAGEMENT OF TRUMP PLAZA                                                       

Plaza Funding is, and until the consummation of the Merger Transaction will 
remain, the managing general partner of Plaza Associates. The Board of          
Directors of each of Plaza Funding and Plaza Holding Inc. consists of Messrs.   
Trump, Ribis, Wallace B. Askins and Don M. Thomas. The Plaza Note Indenture     
requires that two directors of each of Plaza Funding and Plaza Holding Inc. be  
persons who would qualify as "Independent Directors" as such term is defined    
by the rules of the American Stock Exchange ("Amex") (the "Independent          
Directors"). The Amex rules define "independent directors" as those who are     
not officers of the company, neither related to its officers nor represent      
concentrated family holdings of its shares and who, in view of the company's    
board of directors, are free of any relationship that would interfere with the  
exercise of independent judgment.                                               

Set forth below are the names, ages, positions and offices held with Plaza  
Funding and Plaza Associates and a brief account of the business experience     
during the past five years of each of the executive officers of Plaza Funding   
and Plaza Associates other than those who are also directors or executive       
officers of the Company.                                                        

Barry J. Cregan--Mr. Cregan, 41 years old, has been Chief Operating Officer 
of Plaza Associates since September 19, 1994 and President since March 1995.    
Since February 21, 1995, Mr. Cregan has been Vice President of Plaza Funding    
and Plaza Holding Inc. Prior to accepting these positions at Trump Plaza, Mr.   
Cregan was President of The Plaza Hotel in New York for approximately three     
years. Prior to joining The Plaza Hotel, he was Vice President of Hotel         
Operations at Trump's Castle in Atlantic City. In addition, Mr. Cregan has      

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worked for Hilton and Hyatt in executive capacities as well as working in Las   
Vegas and Atlantic City in executive capacities.                                

Francis X. McCarthy, Jr.--Mr. McCarthy, 43 years old, was Vice President of 
Finance and Accounting of Trump Plaza GP from October 1992 until June 1993,     
the date of Trump Plaza GP's merger into Plaza Funding, was Senior Vice         
President of Finance and Administration of Plaza Associates from August 1990    
to June 1994 and has been Executive Vice President of Finance and               
Administration since June 1994; Chief Accounting Officer of Plaza Funding       
since May 1992; Vice President and Chief Financial Officer of Plaza Funding     
since July 1992 and Assistant Treasurer of Plaza Funding since March 1991. Mr.  
McCarthy previously served in a variety of financial positions for Greate Bay   
Hotel and Casino, Inc. from June 1980 through August 1990.                      

Fred A. Buro--Mr. Buro, 39 years old, has been the Senior Vice President of 
Marketing of Plaza Associates since May 1994. Mr. Buro previously served as     
the President of Casino Resources, Inc., a casino marketing, management and     
development organization from 1991 through 1994. Prior to that, Mr. Buro        
served from 1984 through 1991 as the President of a professional services       
consulting firm.                                                                

James A. Rigot--Mr. Rigot, 44 years old, has been Executive Vice President  
of Casino Operations of Plaza Associates since November 1994. Mr. Rigot served  
as Vice President of Casino Operations of TropWorld Casino and Entertainment    
Resort from July 1989 through November 1994. From January 1989 through July     
1989, Mr. Rigot was Assistant Casino Manager of Resorts Casino Hotel.           

Kevin S. Smith--Mr. Smith, 39 years old, has been the Vice President,       
General Counsel of Plaza Associates since February 1995. Mr. Smith was          
previously associated with Cooper Perskie April Niedelman Wagenheim &           
Levenson, an Atlantic City law firm specializing in trial litigation. From      
1989 until February 1992, Mr. Smith handled criminal trial litigation for the   
State of New Jersey, Department of Public Defender, assigned to the Cape May    
and Atlantic County Conflict Unit.                                              

Patrick J. O'Malley--Mr. O'Malley, 41 years old, has been the Executive Vice
President of Hotel Operations of Plaza Associates since September 1995. Prior   
to joining Trump Plaza, from September 1994 until September 1995, Mr. O'Malley  
was President of The Plaza Hotel in New York City. From December 1989 until     
September 1994, Mr. O'Malley was the Vice President of Finance of the Plaza     
Hotel in New York City. Prior to joining the Plaza Hotel in New York City,      
from 1986 to 1989, Mr. O'Malley was a Regional Financial Controller for the     
Four Seasons Hotel and Resorts, Ltd. From 1979 to 1986, Mr. O'Malley worked in  
the Middle East and Europe as Hotel Controller for Marriot International        
Hotels.                                                                         

Steven C. Hann--Mr. Hann, 39 years old, has been the Executive Vice         
President of Casino Sales and Marketing of Plaza Associates since May 1995.     
Prior to joining Trump Plaza, Mr. Hann served in various marketing positions    
at the Sands Hotel and Casino since 1989, most recently Vice President of       
Casino Marketing and previously as Director of Casino Credit for Greate Bay     
Hotel and Casino.                                                               

All of the persons listed above are citizens of the United States and are   
qualified or licensed by the CCC.                                               

MANAGEMENT OF THE TAJ MAHAL                                                     

Until the consummation of the Merger Transaction, TM/GP will be the managing
general partner of Taj Associates.                                              

Set forth below are the names, ages, positions and offices, and a brief     
account of the business experience during the past five years, of each of the   
executive officers of Taj Holding and key employees of Taj Associates other     
than those who are also directors or executive officers of the Company.         

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R. Bruce McKee--Mr. McKee, 50 years old, has been acting Chief Operating    
Officer of Taj Associates since October 1995; Senior Vice President, Finance    
of Taj Associates since July 1993; Vice President, Finance of Taj Associates    
from September 1990 through June 1993; Assistant Treasurer of Taj Funding,      
TM/GP, Taj Holding, Realty Corp., TTMC and TTMI since September 1991; Vice      
President of Finance of Elsinore Shore Associates, the owner and operator of    
the Atlantis Casino Hotel, Atlantic City, from April 1984 to September 1990;    
and Treasurer of Elsinore Finance Corp., Elsinore of Atlantic City and Elsub    
Corp. from June 1986 to September 1990. The Atlantis Casino Hotel now           
constitutes the portion of Trump Plaza known as Trump World's Fair.             

Nicholas F. Moles--Mr. Moles, 42 years old, has been Assistant Secretary of 
Taj Holding and TM/GP from October 1991 to February 1995; Secretary of Taj      
Holding and TM/GP since February 1995; Senior Vice President, Law of Taj        
Associates since January 1989 and General Counsel of Taj Associates since June  
1993; Assistant Secretary of Taj Funding since September 1991, and Assistant    
Secretary of TTMI since January 1989. From May 1986 to May 1988, Mr. Moles was  
General Counsel of Plaza Associates and was Vice President and General Counsel  
of Plaza Associates from May 1988 to December 1988. Mr. Moles was Vice          
President and General Counsel of Elsinore Shore Associates from May 1985 to     
May 1986 and was Director and Assistant Secretary of Elsinore Finance           
Corporation from November 1985 to May 1986.                                     

Larry W. Clark--Mr. Clark, 52 years old, has been Executive Vice President, 
Casino Operations of Taj Associates since November 1991; Senior Vice            
President, Casino Operations of Taj Associates from May 1991 to November 1991;  
Vice President, Casino Administration of Taj Associates from April 1991 to May  
1991; and was Vice President, Casino Operations, Dunes Hotel & Country Club     
from November 1990 to April 1991.                                               

Rudolfo E. Prieto--Mr. Prieto, 52 years old, has been Executive Vice        
President, Operations of Taj Associates since December 1995. Prior to joining   
the Taj Mahal, Mr. Prieto was Executive Vice President and Chief Operating      
Officer for Elsinore Corporation from May 1995 to November 1995; Senior Vice    
President in charge of the development of the Mojave Valley Resort for          
Elsinore Corporation from December 1994 to April 1995 and Executive Vice        
President and Assistant General Manager for the Tropicana Resort and Casino     
from May 1988 to November 1994.                                                 

Walter Kohlross--Mr. Kohlross, 54 years old, has been Senior Vice President,
Food & Beverage of Taj Associates since June 1992 and Vice President            
International Marketing of Taj Associates from June 1993 through October 1995;  
Vice President, Hotel Operations of Taj Associates from June 1991 to June       
1992, and was Vice President, Food & Beverage of Taj Associates from 1988 to    
June 1991.                                                                      

Nicholas J. Niglio--Mr. Niglio, 49 years old, has been Senior Vice          
President, Casino Marketing of Taj Associates since November 1995. From         
February 1995 to October 1995, Mr. Niglio was Vice President, International     
Marketing of Taj Associates. Prior to joining Taj Associates, Mr. Niglio was    
Executive Vice President of International Marketing/Player Development for      
TCA, the partnership that owns and operates Trump's Castle from 1993 until      
1995. Prior to that, Mr. Niglio served as Senior Vice President, Marketing of   
Caesar's World Marketing Corporation from 1991 until 1993.                      

All of the persons listed above are citizens of the United States and are   
qualified or licensed by the CCC.                                               

Trump, Nicholas L. Ribis, John P. Burke, R. Bruce McKee, Nicholas F. Moles, 
Larry W. Clark and Walter Kohlross served as either executive officers and/or   
directors of Taj Associates and its affiliated entities when such parties       
filed their petition for reorganization under Chapter 11 of the Bankruptcy      
Code on July 17, 1991. The Second Amended Joint Plan of Reorganization of such  
parties was confirmed on August 28, 1991, and was declared effective on         
October 4, 1991. Trump, Nicholas L. Ribis, John P. Burke and Robert M. Pickus   
served as Executive Committee members, officers and/or directors of TCA and     
its affiliated entities at the time such parties filed a petition for           
reorganization under Chapter 11 of the Bankruptcy Code on March 9, 1992. The    
First                                                                           

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Amended Joint Plan of Reorganization of such parties was confirmed on May 5,    
1992, and was declared effective on May 29, 1992. Trump, Nicholas L. Ribis and  
John P. Burke served as either executive officers and/or directors of Plaza     
Associates and its affiliated entities when such parties filed their petition   
for reorganization under Chapter 11 of the Bankruptcy Code in March 1992. The   
First Amended Joint Plan of Reorganization of such parties was confirmed on     
April 30, 1992, and was declared effective on May 29, 1992. Trump was a         
partner of Plaza Operating Partners Ltd. when it filed a petition for           
reorganization under Chapter 11 of the Bankruptcy Code on November 2, 1992.     
The plan of reorganization for Plaza Operating Partners Ltd. was confirmed on   
December 11, 1992 and declared effective in January 1993. Rudolfo E. Prieto     
was an Executive Vice President and the Chief Operating Officer for Elsinore    
Corporation when it filed a petition for reorganization under Chapter 11 of     
the Bankruptcy Code on October 31, 1995. Elsinore Corporation filed a plan of   
reorganization on February 28, 1996.                                            

EXECUTIVE COMPENSATION                                                          

General. Because the Company was formed in 1995, there was no salary or     
bonus paid to, deferred or accrued for the benefit of, the Company's Chief      
Executive Officer or any of the four remaining most highly compensated          
executive officers (whose annual salary and bonus exceeded $100,000 for the     
year ended December 31, 1995 (collectively, the "Executive Group")) by the      
Company or THCR Holdings prior to or during the fiscal year ended December 31,  
1994. Similarly, no member of the Executive Group received any other annual     
compensation, restricted stock awards, stock options, stock appreciation        
rights ("SARs"), long-term incentive performance ("LTIP") payouts or other      
compensation from the Company or THCR Holdings prior to or for the fiscal year  
ended December 31, 1994. All cash compensation paid to the Executive Group in   
respect of services provided to the Company since its inception was paid and    
will continue to be paid by THCR Holdings in accordance with the THCR Holdings  
Partnership Agreement. See "Description of the THCR Holdings Partnership        
Agreement."                                                                     

1995 Stock Incentive Plan. The Board of Directors of the Company adopted the
1995 Stock Incentive Plan (the "1995 Stock Plan"), pursuant to which,           
directors, employees and consultants of the Company and certain of its          
subsidiaries and affiliates who have been selected as participants are          
eligible to receive awards of various forms of equity-based incentive           
compensation, including stock options, stock appreciation rights, stock         
bonuses, restricted stock awards, performance units and phantom stock, and      
awards consisting of combinations of such incentives. The 1995 Stock Plan is    
administered by the Stock Incentive Plan Committee of the Board of Directors    
of the Company (the "Stock Incentive Plan Committee"). Subject to the           
provisions of the 1995 Stock Plan, the Stock Incentive Plan Committee has sole  
discretionary authority to interpret the 1995 Stock Plan and to determine the   
type of awards to grant, when, if and to whom awards are granted, the number    
of shares covered by each award and the terms and conditions of the award.      

Options granted under the 1995 Stock Plan may be "incentive stock options"  
("ISOs"), within the meaning of Section 422 of the Code, or nonqualified stock  
options ("NQSOs"). The vesting, exercisability and exercise price of the        
options are determined by the Stock Incentive Plan Committee when the options   
are granted, subject to a minimum price in the case of ISOs of the Fair Market  
Value (as defined in the 1995 Stock Plan) of the Common Stock on the date of    
grant and a minimum price in the case of NQSOs of the par value of Common       
Stock. In the discretion of the Stock Incentive Plan Committee, the option      
exercise price may be paid in cash or in shares of Common Stock or other        
property having a fair market value on the date of exercise equal to the        
option exercise price, or by delivering to the Company a copy of irrevocable    
instructions to a stockbroker to deliver promptly to the Company an amount of   
sale or loan proceeds sufficient to pay the exercise price. Except as provided  
by the Stock Incentive Plan Committee in an underlying stock option agreement,  
in the event of a Change of Control (as defined in the 1995 Stock Plan or in    
the stock option agreement), all options subject to such agreement will be      
fully exercisable.                                                              

The 1995 Stock Plan permits the Stock Incentive Plan Committee to grant     
SARs, either alone or in connection with an option. A SAR entitles its holder   
to be paid an amount equal to the fair market value of Common Stock subject to  
the SAR on the date of exercise of the SAR, less the exercise price of the      
related stock option in the case of a SAR granted in connection with a stock    
option, or the fair market value of one                                         

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share of stock on the date the SAR was granted, in the case of a SAR granted    
independent of an option. Shares of Common Stock covered by a restricted stock  
award are issued to the recipient at the time the award is granted, but are     
subject to forfeiture in the event continued employment and/or other            
restrictions and conditions established by the Stock Incentive Plan Committee   
at the time the award is granted are not satisfied. Unless otherwise            
determined by the Stock Incentive Plan Committee, a recipient of a restricted   
stock award has the same rights as an owner of Common Stock, including the      
right to receive cash dividends and to vote the shares. A performance unit or   
phantom stock award provides for the future payment of cash or the issuance of  
shares of Common Stock to the recipient if continued employment and/or other    
performance objectives established by the Stock Incentive Plan Committee at     
the time of grant are attained. The 1995 Stock Plan also provides that          
performance unit and phantom stock awards may be settled in cash, in the        
discretion of the Stock Incentive Plan Committee and if indicated in the        
applicable award agreement, on each date on which shares of Common Stock        
covered by the awards would otherwise have been delivered or become             
unrestricted, in an amount equal to the fair market value of such shares on     
such date. Except as provided in a particular award agreement, in the event of  
a Change in Control (as defined in the 1995 Stock Plan), notwithstanding any    
vesting schedule with respect to an award of options, SARs, phantom stock       
units or restricted stock, such options or SARs will become immediately         
exercisable with respect to the shares subject to such option or SAR, and       
restrictions with respect to such phantom stock units or shares of restricted   
stock will immediately expire. In addition, payment will be made as determined  
by the Stock Incentive Plan Committee with respect to performance units. The    
1995 Stock Plan also provides for the grant of unrestricted stock bonus         
awards.                                                                         

The Company has reserved 1,000,000 shares of Common Stock for issuance under
the 1995 Stock Plan, provided, however, that in the event of changes in the     
outstanding stock or the capital structure of the Company, adjustments will be  
made by the Stock Incentive Plan Committee as to (i) the number, price or kind  
of a share of stock or other consideration subject to outstanding awards and    
(ii) the maximum number of shares of stock subject to all awards under the      
1995 Stock Plan.                                                                

In 1995, the Stock Incentive Plan Committee granted to Nicholas L. Ribis,   
under the 1995 Stock Plan: (a) a stock bonus award of 66,667 shares of Common   
Stock, which was fully vested when issued, (b) a phantom stock unit award of    
66,666 units, entitling Mr. Ribis to receive 66,666 shares of Common Stock on   
June 12, 1997, subject to certain conditions and (c) an award of NQSOs          
entitling Mr. Ribis to purchase 133,333 shares of Common Stock, subject to      
certain conditions (including vesting at a rate of 20% per year over a five-    
year period). The options have an exercise price of $14.00 per share.           

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Summary Compensation Table. The following table sets forth information      
regarding compensation paid to or accrued by all the executive officers of the  
Company for each of the last three completed fiscal years. Compensation         
accrued during one year and paid in another is recorded under the year of       
accrual. Because the Company was formed in 1995, compensation for the years     
ended December 31, 1994 and 1993 reflect solely the compensation paid to or     
accrued by these individuals as executive officers of Plaza Associates and Taj  
Associates. Compensation for the year ended December 31, 1995 includes          
compensation paid to or accrued by these individuals as executive officers of   
the Company, Plaza Associates and Taj Associates.                               

                                                        [Enlarge/Download Table]

                                                                             LONG TERM                                 
                                                                            COMPENSATION                               
                                          ANNUAL COMPENSATION                  AWARDS                                  
                                  ------------------------------------ --------------------------                      
                                                                       RESTRICTED     SECURITIES                       
                                                        OTHER ANNUAL     STOCK        UNDERLYING   ALL OTHER           
NAME AND PRINCIPAL POSITION  YEAR   SALARY     BONUS   COMPENSATION(1) AWARDS ($)     OPTIONS ($) COMPENSATION         
---------------------------  ---- ---------- --------- --------------- ----------     ----------- ------------         
                                                                                                                       
Donald J. Trump.........     1995 $  583,333 $     --     $    --           --              --     $3,064,000(/2/)     
Chairman of the Board        1994        --        --          --           --              --      2,641,000(/2/)(/3/)
                             1993        --        --          --           --              --      2,813,000(/2/)     
Nicholas L. Ribis(/4/)..     1995 $1,355,636 $ 933,338    $    --       933,324(/5/)    133,333    $      --           
Chief Executive Officer      1994  1,306,000   250,000     169,407          --              --            --           
                             1993    748,253   500,000     383,497          --              --            --           
Robert M. Pickus........     1995 $  198,972 $  85,000    $    --           --              --     $    4,004(/6/)     
Executive Vice President     1994    163,759    32,500         --           --              --          3,291(/6/)     
 and                                                                                                                   
 Secretary                   1993      5,808       --          --           --              --            --           
John P. Burke...........     1995 $  100,000 $  51,666    $    --           --              --     $      --           
Senior Vice President of     1994    100,000       --       46,000          --              --            --           
 Corporate Finance and       1993     95,590    28,000      46,000          --              --            --           
 Corporate Treasurer                                                                                                   

---------------------                                                           
(1) Represents the dollar value of annual compensation not properly             
categorized as salary or bonus, including amounts reimbursed for income 
taxes. Following SEC (as defined) rules, perquisites and other personal 
benefits are not included in this table because the aggregate amount of 
that compensation is less than the lesser of $50,000 or 10% of the total
of salary and bonus for each member of the Executive Group.             
(2) The amounts listed represent amounts paid to Trump and TPM, a corporation   
wholly owned by Trump, pursuant to the services agreements with Taj     
Associates and Plaza Associates, respectively. Payments received by TPM 
under the TPM Services Agreement are currently pledged by TPM to secure 
lease payments for a helicopter that TPM makes available to Plaza       
Associates. See "--Compensation Committee Interlocks and Insider        
Participation--Certain Related Party Transactions of Trump--Plaza       
Associates" and "--Taj Associates and Affiliates." Trump is neither an  
employee of Plaza Associates nor Taj Associates.                        
(3) In addition to the amount listed as payments under the TPM Services         
Agreement and the Taj Services Agreement, during 1994, Plaza Associates 
paid to Trump an aggregate of $1,572,000 under a construction service   
  agreement and as a commission to secure a retail lease at Trump Plaza. See
Note 8 to Consolidated Financial Statements of Trump AC and Plaza       
Associates.                                                             
(4) Mr. Ribis devotes a majority of his time to the affairs of the Company.     
See "--Employment Agreements."                                          
(5) As of December 31, 1995, Mr. Ribis also held 66,666 phantom stock units     
issued pursuant to the 1995 Stock Plan. These units had a value as of   
 December 31, 1995 of $1,433,319. These phantom stock units were issued to
Mr. Ribis in connection with his employment agreement with the Company. 
  Each phantom stock unit entitles Mr. Ribis to one share of Common Stock on
  the vesting date of the phantom stock unit. All of the phantom stock units
are scheduled to vest on June 12, 1997. Vesting will accelerate in the  
  event of Mr. Ribis' termination of employment with the Company (i) because
of his death or disability, (ii) by the Company without cause or (iii)  
voluntarily by Mr. Ribis under circumstances which constitute a         
constructive termination. Alternatively, the phantom stock units may    
expire prior to June 12, 1997 in the event Mr. Ribis voluntarily        
terminates his employment with the Company under circumstances which do 
not constitute constructive termination or if he is terminated by the   
  Company with cause. Dividend equivalents with respect to the phantom stock
  units will be credited to a bookkeeping account on behalf of Mr. Ribis and
 will be paid out in cash at the time the phantom stock units vest or will
expire along with the phantom stock units.                              
(6) Represents vested and unvested contributions made by Plaza Associates to    
the Trump Plaza Hotel and Casino Retirement Savings Plan. Funds         
accumulated for an employee under this plan consisting of a certain     
 percentage of the employee's compensation plus Plaza Associates' employer
matching contributions equaling 50% of the participant's contributions, 
 are retained until termination of employment, attainment of age 59 1/2 or
financial hardship, at which time the employee may withdraw his or her  
vested funds.                                                           

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The following table sets forth options granted to Mr. Ribis in 1995. No     
other member of the Executive Group received stock options in 1995. The         
Company did not issue any stock appreciation rights in 1995. This table also    
sets forth the hypothetical gains that would exist for the options at the end   
of their ten-year terms at assumed annual rates of stock price appreciation of  
5% and 10%. The actual future value of the options will depend on the market    
value of the Common Stock, continued employment with the Company and other      
factors.                                                                        

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                POTENTIAL REALIZED  
                                                                                 VALUE AT ASSUMED   
                                                                                  ANNUAL RATES OF   
                                             INDIVIDUAL                         STOCK APPRECIATION  
                                               GRANTS                             FOR OPTION TERM   
                         ----------------------------------------------------- ---------------------
                         NUMBER OF      % OF TOTAL                                                  
                         SECURITIES      OPTIONS                                                    
                         UNDERLYING      GRANTED     EXERCISE OR                                    
                          OPTIONS      TO EMPLOYEES  BASE PRICE   EXPIRATION                        
     NAME                GRANTED(#)   IN FISCAL YEAR   ($/SH)        DATE        5%($)      10%($)  
     ----                ----------   -------------- ----------- ------------- ---------- ----------
                                                                                                    
Nicholas L. Ribis.......  133,333(1)       100%        $14.00    June 12, 2005 $1,173,060 $2,960,580

---------------------                                                           
(1) The options vest at the rate of 20% per year on each anniversary of the     
date of the grant subject to acceleration in certain circumstances. See 
"--Employment Agreements."                                              

The following table sets forth the number of shares covered by options held 
by Mr. Ribis and the value of the options as of December 31, 1995. Mr. Ribis    
was the only member of the Executive Group who held options in 1995. None of    
these options were exercisable in 1995.                                         

FY-END OPTION VALUE 

                                                                [Download Table]

                             NUMBER OF SECURITIES       VALUE OF UNEXERCISED   
                            UNDERLYING UNEXERCISED          IN-THE-MONEY       
                             OPTIONS AT FY-END(#)     OPTIONS AT FY-END ($)(1) 
                          -------------------------- --------------------------
     NAME                 EXERCISABLE/ UNEXERCISABLE EXERCISABLE/ UNEXERCISABLE
     ----                 ------------ ------------- ------------ -------------
                                                                               
Nicholas L. Ribis........     N/A         133,333        N/A       $2,866,660  

---------------------                                                           
(1) Based on a closing price of $21 1/2 per share of Common Stock on December   
31, 1995.                                                               

EMPLOYMENT AGREEMENTS                                                           

Trump serves as the Chairman of the Board of Directors of the Company       
pursuant to the Executive Agreement dated as of June 12, 1995, among Trump,     
the Company and THCR Holdings (the "Executive Agreement"). In consideration     
for Trump's services under the Executive Agreement, Trump receives a salary of  
$1 million per year. Pursuant to the terms of the Executive Agreement, Trump    
provides to the Company, from time to time, when reasonably requested,          
marketing, advertising, professional and other similar and related services     
with respect to the operation and business of the Company. The Executive        
Agreement continues in effect (i) for an initial term of five years, and (ii)   
thereafter, for a three-year rolling term until either Trump or the Company     
provides notice to the other of its election not to continue extending the      
term, in which case the term of the Executive Agreement will end three years    
from the date such notice is given. The Executive Agreement also provides that  
Trump may devote time and effort to the Taj Mahal and Trump's Castle and,       
subject to the terms of the Contribution Agreement, to other business matters,  
and that the Executive Agreement will not be construed to restrict Trump from   
operating the Taj Mahal and Trump's Castle in a commercially reasonable manner  
and/or having an interest therein or conducting any other activity not          
prohibited under the Contribution Agreement. See "Risk Factors--Conflicts of    
Interest" and "Description of the THCR Holdings Partnership Agreement--         
Contribution Agreement."                                                        

Plaza Associates had an employment agreement with Nicholas L. Ribis (the    
"Ribis Plaza Agreement") pursuant to which Mr. Ribis acted as Chief Executive   
Officer of Plaza Associates. The Ribis Plaza Agreement                          

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provided for an annual salary of $550,000 with annual increases of 10% on each  
anniversary. Mr. Ribis received a $250,000 signing bonus. Pursuant to the       
terms of the Ribis Plaza Agreement, in the event Plaza Associates engaged in    
an offering of common shares to the public, Plaza Associates and Mr. Ribis      
would agree to negotiate new compensation arrangements to include equity        
participation for Mr. Ribis. As a result of the June 1995 Offerings, the        
Company and THCR Holdings entered into a revised employment agreement with Mr.  
Ribis (the "Revised Ribis Plaza Agreement") to replace the Ribis Plaza          
Agreement, pursuant to which he agreed to serve as President and Chief          
Executive Officer of the Company and Chief Executive Officer of THCR Holdings.  
The term of the Revised Ribis Plaza Agreement is five years and Mr. Ribis is    
required to devote not less than 50% of his professional time to the affairs    
of the Company, as measured on a quarterly basis, based on a 40-hour work       
week. Under the Revised Ribis Plaza Agreement, Mr. Ribis's annual salary is     
$998,250, which is 50% of the aggregate current annual base salary              
($1,996,500) that Mr. Ribis receives as Chief Executive Officer of the Company  
($998,250), Taj Mahal ($499,125) and Trump's Castle ($499,125). Following the   
consummation of the Merger Transaction, Mr. Ribis will devote 75% of his        
professional time to the operations of the Company, Plaza Associates and Taj    
Associates, and his annual salary will be $1,497,375 per year with respect to   
his services to these entities. Mr. Ribis will continue to receive $499,125     
per year with respect to his services to Trump's Castle. In 1995, the Stock     
Incentive Plan Committee granted to Mr. Ribis, under the 1995 Stock Plan: (a)   
a stock bonus award of 66,667 shares of Common Stock, which was fully vested    
when issued, (b) a phantom stock unit award of 66,666 units, entitling him to   
receive 66,666 shares of Common Stock on June 12, 1997, subject to certain      
conditions and (c) an award of NQSOs entitling Mr. Ribis to purchase 133,333    
shares of the Common Stock (and associated registration rights) at an exercise  
price of $14.00 per share. The options will vest at the rate of 20% per year    
over a five-year period and be subject to certain other conditions. In the      
event Mr. Ribis's employment is terminated by the Company other than for        
"cause" or if he incurs a "constructive termination without cause," Mr. Ribis   
will receive a severance payment equal to one year's base salary, and the       
phantom stock units and options will become fully vested. The Revised Ribis     
Plaza Agreement defines (a) "cause" as Mr. Ribis's (i) conviction of certain    
crimes, (ii) gross negligence or willful misconduct in carrying out his         
duties, (iii) revocation of his casino key employee license or (iv) material    
breach of the agreement, and (b) "constructive termination without cause" as    
the termination of Mr. Ribis's employment at his initiative following the       
occurrence of certain events, including (i) a reduction in compensation, (ii)   
failure to elect Mr. Ribis as Chief Executive Officer or (iii) failure to       
elect Mr. Ribis a director of the Company or (iv) a material diminution of his  
duties. The phantom stock units will also automatically vest upon the death or  
disability of Mr. Ribis. The Revised Ribis Plaza Agreement also provides for    
up to an aggregate of $2.0 million of loans to Mr. Ribis to be used by him to   
pay his income tax liability in connection with stock options, phantom stock    
units and stock bonus awards, which loans will be forgiven, including both      
principal and interest, in the event of a "change of control." The Revised      
Ribis Plaza Agreement defines "change of control" as the occurrence of any of   
the following events: (i) any person (other than THCR Holdings, Trump or an     
affiliate of either) becomes a beneficial owner of 50% or more of the voting    
stock of the Company, (ii) the majority of the Board of Directors of the        
Company consists of individuals that were not directors on June 12, 1995 (the   
"June 12 Directors"), provided, however, that any person who becomes a          
director subsequent to June 12, 1995, shall be considered a June 12 Director    
if his election or nomination was supported by three-quarters of the June 12    
Directors, (iii) the Company adopts and implements a plan of liquidation or     
(iv) all or substantially all of the assets or business of the Company are      
disposed of in a sale or business combination in which shareholders of the      
Company would not beneficially own the same proportion of voting stock of the   
successor entity. The Revised Ribis Plaza Agreement also provides certain       
demand and piggyback registration rights for Common Stock issued pursuant to    
the foregoing. Pursuant to the Revised Ribis Plaza Agreement, Mr. Ribis has     
agreed that upon termination of his employment other than for "cause" or        
following a "change of control," he would not engage in any activity            
competitive with the Company for a period of up to one year.                    

Mr. Ribis also has an employment agreement with Taj Associates (the "Ribis  
Taj Agreement") pursuant to which Mr. Ribis acts as Chief Executive Officer of  
Taj Associates, the term of which expires on September 25, 1996. Mr. Ribis      
received a $250,000 signing bonus. Pursuant to the terms of the Ribis Taj       
Agreement, in the event that Taj Associates, or any entity which acquires       
substantially all of Taj Associates, proposes to engage in an offering of       
common shares to the public, Taj Associates and Mr. Ribis will negotiate new    
compensation                                                                    

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arrangements to include equity participation for Mr. Ribis. Taj Associates may  
at any time terminate Mr. Ribis's employment for "cause," which is defined in   
the Ribis Taj Agreement as Mr. Ribis's (i) conviction of a felony or (ii)       
revocation or termination of his casino key employee license issued by the      
CCC. Pursuant to the Ribis Taj Agreement, Mr. Ribis has agreed that upon        
termination of his employment for cause by Taj Associates or voluntarily by     
Mr. Ribis (other than following a material breach of the agreement by Taj       
Associates), he would not engage in employment for or on behalf of any other    
casino hotel located in Atlantic City for the lesser of one year or the period  
then remaining in the term of the agreement, provided that this covenant not    
to compete shall not be applicable in the case there is a public offering of    
common shares and Mr. Ribis voluntarily terminates his employment as the        
result of his and Taj Associates' failure to negotiate mutually satisfactory    
compensation arrangements. Taj Associates and Mr. Ribis expect to amend the     
Ribis Taj Agreement, retroactive to June 12, 1995, pursuant to which, among     
other things, Mr. Ribis's annual salary will change from $550,000 (with annual  
increases of 10% on each anniversary) to $499,125.                              

Mr. Ribis is also Chief Executive Officer of TCA, the partnership that owns 
Trump's Castle, and receives compensation from this entity for such services    
as set forth above. Pursuant to the Revised Ribis Plaza Agreement, he is        
required to devote the majority of his time to the affairs of the Company, and  
following the consummation of the Merger Transaction, Mr. Ribis will devote     
approximately 75% of his professional time to the Company. All other executive  
officers of Plaza Associates, except Messrs. Burke and Pickus, devote           
substantially all of their time to the business of Plaza Associates.            

THCR Holdings has an employment agreement with Robert M. Pickus (the "Pickus
Agreement") pursuant to which he serves as Executive Vice President and         
General Counsel. The Pickus Agreement, the initial term of which expires on     
July 9, 1998 if not extended, provides for annual compensation of $275,000      
plus bonus. Employment may be terminated only for "cause," which is defined in  
the Pickus Agreement as Mr. Pickus's (i) revocation of his casino key employee  
license, (ii) conviction of certain crimes, (iii) disability or death or (iv)   
breach of his duty to THCR Holdings. Upon termination for cause, Mr. Pickus     
will receive only compensation earned to the date of termination. Pursuant to   
the Pickus Agreement, Mr. Pickus has agreed not to accept employment for or on  
behalf of any other casino hotel located in Atlantic City during the term of    
the Pickus Agreement.                                                           

COMPENSATION OF DIRECTORS                                                       

Directors of the Company who are also employees or consultants of the       
Company and its affiliates receive no directors' fees. Non-employee directors   
are paid an annual directors' fee of $50,000, plus $2,000 per meeting attended  
plus reasonable out-of-pocket expenses incurred in attending these meetings,    
provided that directors currently serving on the Board of Directors of Plaza    
Funding or Plaza Holding Inc. receive no additional compensation. All such      
fees are reimbursed to the Company by THCR Holdings in accordance with the      
THCR Holdings Partnership Agreement.                                            

COMMITTEES OF THE BOARD OF DIRECTORS                                            

The Company has an Executive Committee, an Audit Committee, a Special       
Committee, a Stock Incentive Plan Committee and a Compensation Committee. The   
Executive Committee is composed of Messrs. Trump and Ribis. The Audit           
Committee and the Special Committee are composed of Messrs. Askins, Ryan and    
Thomas, each of whom is an independent director of the Company. The Stock       
Incentive Plan Committee is composed of Messrs. Trump, Askins, Ryan and         
Thomas. The Compensation Committee is composed of Messrs. Trump, Ribis, Askins  
and Thomas. The Special Committee was established pursuant to the By-Laws and   
the THCR Holdings Partnership Agreement and is empowered to vote on any         
matters which require approval of a majority of the independent directors of    
the Company, including affiliated transactions. See "Description of the THCR    
Holdings Partnership Agreement."                                                

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

Trump and certain affiliates have engaged in certain related party          
transactions. See "Certain Transactions."                                       

In general, the compensation of executive officers of the Company is        
determined by the Compensation Committee of the Board of Directors of the       
Company, which consists of Messrs. Trump, Ribis, Askins and                     

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Thomas. No officer or employee of the Company, other than Messrs. Trump and     
Ribis, who serve on the Board of Directors of the Company, participated in the  
deliberations of the Board of Directors of the Company concerning executive     
compensation.                                                                   

Certain Related Party Transactions of Trump--The Company. Trump entered into
the Executive Agreement, the Contribution Agreement and the License Agreement   
in June 1995, and is currently the sole limited partner of THCR Holdings. See   
"--Employment Agreements," "Business--Trademark/Licensing" and "Description of  
the THCR Holdings Partnership Agreement."                                       

Upon consummation of the June 1995 Offerings, Trump contributed to the      
capital of Trump Indiana and other new jurisdiction subsidiaries payments made  
by him relating to expenditures for the development of the Indiana Riverboat    
and other gaming ventures. As of June 12, 1995 these advances totaled           
approximately $4.4 million. Of these amounts, approximately $3.0 million were   
used to fund expenses related to the development of Trump Indiana. In order to  
fund such expenses, THCR Holdings lent to Trump $3.0 million and Trump issued   
to THCR Holdings a five-year promissory note bearing interest at a fixed rate   
of 10%, payable annually. The promissory note provided that it would be         
automatically canceled in the event that at any time during the periods set     
forth below, the Common Stock traded on the NYSE, or any other applicable       
national exchange or over-the-counter market, at a price per share equal to or  
greater than the prices set forth below (subject to adjustment in certain       
circumstances) for any ten trading days during any 15 consecutive trading day   
period:                                                                         

                                                                [Download Table]
                                                                             
If on or prior to June 12, 1997 ...................................... $25.00
If on or prior to June 12, 1998 ...................................... $27.50
If on or prior to June 12, 1999 ...................................... $30.00
If on or prior to June 12, 2000 ...................................... $32.50

On March 27, 1996, the $3.0 million promissory note was canceled in accordance  
with its terms.                                                                 

The Company has entered into a ten-year lease with The Trump-Equitable Fifth
Avenue Company, a corporation wholly owned by Trump, dated as of July 1, 1995,  
for the lease of office space in The Trump Tower in New York City, which the    
Company may use for its general executive and administrative offices. The       
fixed rent is $115,500 per year, paid in equal monthly installments, for the    
period from July 1, 1995 to June 30, 2000, and will be $129,250 per year, paid  
in equal monthly installments, for the period from July 1, 2000 to June 30,     
2005. In addition, the Company will pay as additional rent, among other         
things, a portion of the property taxes due each year. The Company has the      
option to terminate this lease upon ninety days' written notice and payment of  
$32,312.50.                                                                     

In connection with the Merger Transaction, Trump and the Company entered    
into an agreement, dated January 8, 1996, pursuant to which Trump agreed to     
take the actions contemplated to be taken by Trump in connection with the       
Merger Transaction, including to vote, or cause to be voted, all shares of      
Common Stock and Class B Common Stock beneficially owned by Trump in favor of   
the approval of the Merger Transaction. The Company agreed to use reasonable    
efforts to fulfill, and cause to be fulfilled, those obligations owed to Trump  
in connection with the Merger Transaction.                                      

Certain Related Party Transactions of Trump--Plaza Associates. Through      
February 1, 1993, Plaza Associates also leased from Trump approximately 120     
parking spaces at Trump Plaza East for approximately $5.50 per parking space    
per day, with payments under such arrangement for the years ended December 31,  
1993 and December 31, 1992 totaling $21,000 and $227,000, respectively.         

Seashore Four is the fee owner of a parcel of land constituting a portion of
the Plaza Casino Parcel, which it leases to Plaza Associates pursuant to the    
SFA Lease. Seashore Four was assigned the lessor's interest in the existing     
SFA Lease in connection with its acquisition of fee title to such parcel from   
a non-affiliated third party                                                    

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in November 1983. The SFA Lease was entered into by Plaza Associates with such  
third party on an arm's-length basis. Plaza Associates recorded rental          
expenses of approximately $950,000, $900,000 and $900,000 in 1995, 1994 and     
1993, respectively, concerning rent owed to Seashore Four.                      

Trump Seashore is the fee owner of a parcel of land constituting a portion  
of the Plaza Casino Parcel, which it leases to Plaza Associates pursuant to     
the TSA Lease. In July 1988, Trump Seashore exercised a $10 million option to   
purchase the fee title to such parcel from a non-affiliated third party. In     
connection therewith, Trump Seashore was assigned the lessors' interest in the  
Trump Seashore Lease, which interest has, however, been transferred to UST.     
See "Business--Properties." Plaza Associates made rental payments to Trump      
Seashore of approximately $1,175,000, $1.0 million and $1.0 million in 1995,    
1994 and 1993, respectively.                                                    

In June 1989, Trump Crystal Tower Associates Limited Partnership ("Trump    
Crystal"), a New Jersey limited partnership wholly owned by Trump, acquired     
from Elsinore Shore Associates all of the assets constituting the former        
Atlantis Casino Hotel ("Atlantis"), which is located on The Boardwalk adjacent  
to the Atlantic City Convention Center on the opposite side from Trump Plaza    
and is otherwise referred to herein as Trump World's Fair. Prior to such        
acquisition, all of the Atlantis' gaming operations were discontinued. The      
facility was renamed the Trump Regency Hotel and, in August 1990, pursuant to   
a triple net lease with an affiliate of Plaza Associates, leased to Plaza       
Associates, which operated it solely as a non-casino hotel. During such period  
of operation, losses attributable to the former Trump Regency Hotel             
aggregating approximately $14.1 million adversely affected the results of       
operations of Plaza Associates. Pursuant to the 1992 Plaza Restructuring,       
Plaza Associates ceased operating the former Trump Regency Hotel as of          
September 30, 1992. As part of the 1992 Plaza Restructuring, the triple-net     
lease was terminated and Plaza Associates issued to Manufacturers Hanover       
Trust Company, which has since been acquired by Chemical Bank ("Chemical"),     
the assignee of rents payable under such lease, a promissory note in the        
original principal amount of $17.5 million (the "Regency Note"). At such time,  
title to the former Trump Regency Hotel was transferred by Trump to ACFH Inc.   
("ACFH"), a wholly owned subsidiary of Chemical. From that time until June 12,  
1995, the former Trump Regency Hotel was operated on behalf of ACFH as a non-   
casino hotel by Sovereign Management, a third party unaffiliated with the       
Company, Trump or their respective affiliates. Pursuant to an agreement         
between Trump Crystal and ACFH, Trump Crystal granted ACFH a non-exclusive      
license to use the "Trump" name in connection with such property. Plaza         
Associates repaid the Regency Note with a portion of the proceeds from the      
sale of the Plaza Notes and PIK Notes.                                          

In December 1993, Trump entered into an option agreement (the "Original     
Chemical Option Agreement") with Chemical and ACFH. The Original Chemical       
Option Agreement granted to Trump an option to purchase (i) the former Trump    
Regency Hotel (including the land, improvements and personal property used in   
the operation of the hotel) and (ii) certain promissory notes (including a      
personal promissory note of Trump payable to Chemical for $35.9 million (the    
"Trump Note")) made by Trump and/or certain of his affiliates and payable to    
Chemical (the "Chemical Notes") which are secured by certain real estate        
assets located in New York, unrelated to Plaza Associates, including the Trump  
Note which was made by Trump on July 20, 1987. As of September 30, 1995, the    
aggregate amount owed by Trump and his affiliates under the Chemical Notes      
(none of which constitutes an obligation of Plaza Associates) was               
approximately $65.8 million. In connection with exercise of the Trump World's   
Fair Purchase Option, as discussed below, the Trump Note was canceled.          

The aggregate purchase price payable for the assets subject to the Original 
Chemical Option Agreement was $80 million. Under the terms of the Original      
Chemical Option Agreement, $1 million was required to be paid for the option    
by January 5, 1994. In addition, the Original Chemical Option Agreement         
provided for an expiration of the option on May 8, 1994, subject to an          
extension until June 30, 1994 upon payment of an additional $250,000 on or      
before May 8, 1994. The Original Chemical Option Agreement did not allocate     
the purchase price among the assets subject to the option or permit the option  
to be exercised for some, but not all, of such assets.                          

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In connection with the execution of the Original Chemical Option Agreement, 
Plaza Associates was to make the initial $1 million payment, and, in            
consideration of such payment to be made by Plaza Associates, Trump agreed      
with Plaza Associates that, if Trump was able to acquire the former Trump       
Regency Hotel pursuant to the exercise of the option, he would make it          
available for the sole benefit of Plaza Associates on a basis consistent with   
Plaza Associates' contractual obligations and requirements. Trump further       
agreed that Plaza Associates would not be required to pay any additional        
consideration to Trump in connection with any assignment to Plaza Associates    
of the option to purchase the former Trump Regency Hotel. On January 5, 1994,   
Plaza Associates obtained the approval of the CCC to make the $1 million        
payment, and the payment was made on that date.                                 

On June 16, 1994, Trump, Chemical and ACFH amended and restated the Original
Chemical Option Agreement (the "First Amended Chemical Option Agreement"). The  
First Amended Chemical Option Agreement provided for an extension of the        
expiration of the option through September 30, 1994, upon payment of $250,000.  
Such payment was made on June 27, 1994. The First Amended Chemical Option       
Agreement provided for a $60 million option price for the former Trump Regency  
Hotel and the Trump Note, and a separate $20 million option price for the       
other Chemical Notes. On August 30, 1994, Trump, Chemical and ACFH entered      
into an amendment to the First Amended Chemical Option Agreement (the "Second   
Amended Chemical Option Agreement"). The Second Amended Chemical Option         
Agreement provided for an extension of the expiration of the option through     
March 31, 1995 upon the payment of $50,000 a month for the period October       
through December 1994, and $150,000 a month for the period January through      
March 1995. Plaza Associates received the approval of the CCC and has made      
such payments. On March 6, 1995, Trump, Chemical and ACFH entered into an       
amendment to the Second Amended Chemical Option Agreement (the "Third Amended   
Chemical Option Agreement") or the Trump World's Fair Purchase Option. On June  
12, 1995, Trump exercised the Trump World's Fair Purchase Option for            
$58,150,000 ($60 million less $1,850,000 in option payments which were          
available as of that date to offset the original exercise price), and title to  
Trump World's Fair was transferred via directed deed from ACFH to Plaza         
Associates. In connection with the exercise of the Trump World's Fair Purchase  
Option, the Trump Note was canceled. The Company is currently in the process    
of renovating and integrating Trump World's Fair into Trump Plaza. See          
"Business--Atlantic City Properties--Trump Plaza--The Trump Plaza Expansion."   

In 1993, Plaza Associates received the approval of the CCC, subject to      
certain conditions, for the expansion of its hotel facilities at Trump Plaza    
East. On June 24, 1993, in connection with the 1993 refinancing of Trump        
Plaza, (i) Trump transferred title to Trump Plaza East to Missouri Boardwalk,   
Inc. ("Boardwalk"), a wholly owned subsidiary of Midlantic National Bank        
("Midlantic"), in exchange for a reduction in indebtedness to Midlantic in an   
amount equal to the sum of fair market value of Trump Plaza East and all rent   
payments made to Boardwalk by Trump under the Trump Plaza East Lease (as        
defined), (ii) Boardwalk leased Trump Plaza East to Trump (the "Trump Plaza     
East Lease") for a term of five years, which expires on June 30, 1998, during   
which time Trump was obligated to pay Boardwalk $260,000 per month in lease     
payments, and (iii) Plaza Associates acquired the Trump Plaza East Purchase     
Option. In October 1993, Plaza Associates assumed the Trump Plaza East Lease    
and related expenses. In addition, Plaza Associates has the Right of First      
Offer upon any proposed sale of all or any portion of the fee interest in       
Trump Plaza East during the term of the Trump Plaza East Purchase Option.       
Pursuant to the Right of First Offer, Plaza Associates has ten days after       
receiving written notice from the grantor of the proposed sale to commit to     
exercise the Right of First Offer. If Plaza Associates commits to exercise the  
Right of First Offer, it has ten days from the date of commitment to deposit    
$3,000,000 with the grantor, to be credited towards the purchase price or to    
be retained by the grantor if the closing, through no fault of the grantor,     
does not occur within 90 days (or, subject to certain conditions, 120 days) of  
the date of the commitment. If Plaza Associates determines not to timely        
exercise the Right of First Offer, the grantor thereof may sell Trump Plaza     
East to a third party, subject, however, to the Trump Plaza East Purchase       
Option and the lease associated with Trump Plaza East. Trump, individually,     
also has been granted by such lender the Right of First Offer upon a proposed   
sale of all or any portion of Trump Plaza East during the term of the Trump     
Plaza East Purchase Option. Trump has agreed with Plaza Associates that his     
Right of First Offer will be subject to Plaza Associates' prior exercise of     
its Right of First Offer (with any decision of Plaza Associates requiring the   
approval of the independent directors of Plaza Funding, acting as the managing  
general                                                                         

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partner of Plaza Associates). Acquisition of Trump Plaza East by Plaza          
Associates would under certain circumstances (provided there are no events of   
default under the Trump Plaza East Lease or the Trump Plaza East Purchase       
Option and provided that certain other events had not theretofore or do not     
thereafter occur) discharge Trump's approximately $18 million obligation to     
Midlantic in full.                                                              

On June 24, 1993, Plaza Associates and TPM entered into the TPM Services    
Agreement which amended and restated an earlier services agreement. Pursuant    
to the TPM Services Agreement, TPM is required to provide to Plaza Associates,  
from time to time when reasonably requested, consulting services on a non-      
exclusive basis, relating to marketing, advertising, promotional and other      
similar and related services (the "TPM Services") with respect to the business  
and operations of Plaza Associates. In addition, the TPM Services Agreement     
contains a non-exclusive "license" of the "Trump" name. TPM is not required to  
devote any prescribed amount of time to the performance of its duties. In       
consideration for the TPM Services, Plaza Associates pays TPM an annual fee of  
$1.0 million in equal monthly installments. In addition to such annual fee,     
Plaza Associates reimburses TPM on a monthly basis for all reasonable out-of-   
pocket expenses incurred by TPM in performing its obligations under the TPM     
Services Agreement. Plaza Associates paid TPM $1,321,000, $1,288,000 and        
$1,247,000 in 1995, 1994 and 1993, respectively, for the TPM Services.          
Pursuant to the TPM Services Agreement, Plaza Associates has agreed to hold     
TPM, its officers, directors and employees harmless from and against any loss   
arising out of or in connection with the performance of the TPM Services and    
to hold Trump harmless from and against any loss arising out of the license of  
the "Trump" name. The TPM Services Agreement provides that its term is          
coextensive with the period during which any Plaza Notes remain outstanding.    

Payments received under the TPM Services Agreement are currently pledged by 
TPM to secure lease payments for a helicopter that TPM makes available to       
Plaza Associates. Pending approval by the lessor of the helicopter, it is       
currently contemplated that the stock of TPM will be transferred by Trump to    
THCR Holdings, which will in turn assume the lease and related obligations, as  
well as become entitled to all amounts payable under the TPM Services           
Agreement.                                                                      

John Barry, Trump's brother-in-law, is a partner of Barry & McMoran, a New  
Jersey law firm which provides, from time to time, legal services to Plaza      
Associates.                                                                     

Certain Related Party Transactions of Trump--Taj Associates and             
Affiliates. On January 8, 1996, as an inducement for Taj Holding, the Company   
and Merger Sub to enter into the Merger Agreement, Trump agreed to vote, or     
cause to be voted, all shares of Taj Holding Class C Common Stock beneficially  
owned by Trump in favor of the approval and adoption of the Merger Agreement.   

Taj Associates has entered into a lease with The Trump-Equitable Fifth      
Avenue Co., a corporation wholly owned by Trump, for the lease of office space  
in The Trump Tower in New York City, which Taj Associates uses as a marketing   
office. The monthly payments under the lease had been $1,000, and the premises  
were leased at such rent for four months in 1992, the full twelve months in     
1993 and 1994 and eight months in 1995. On September 1, 1995, the lease was     
renewed for a term of five years with an option for Taj Associates to cancel    
the lease on September 1 of each year, upon six months' notice and payment of   
six months' rent. Under the renewed lease, the monthly payments are $2,184.     

Taj Associates currently leases the Specified Parcels from Realty Corp.,    
consisting of land adjacent to the site of the Taj Mahal, which is being used   
primarily for a bus terminal, surface parking and the Taj Entertainment         
Complex, as well as the Steel Pier and a warehouse complex. During 1993, 1994   
and 1995, lease obligations to Realty Corp. for these facilities were           
approximately $3.3 million per year. Upon consummation of the Merger            
Transaction, Taj Associates will purchase the Specified Parcels from Realty     
Corp. See "The Merger Transaction."                                             

On October 4, 1991, Taj Associates entered into the Taj Associates-First    
Fidelity Guarantee to guarantee performance by Realty Corp. of its obligations  
under the First Fidelity Loan. The Taj Associates-First Fidelity Guarantee is   
limited to any deficiency in the amount owed under the First Fidelity Loan      
when due, up to a                                                               

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maximum of $30 million. In connection with the purchase of the Specified        
Parcels, First Fidelity will, among other things, release Taj Associates from   
the Taj Associates-First Fidelity Guarantee. See "Business--Certain             
Indebtedness--Taj Association--First Fidelity Loan/Specified Parcels."          

During 1992 and prior years, Taj Associates had an arrangement with the     
Trump Shuttle, Inc. (the "Trump Shuttle"), which at the time was beneficially   
owned by Trump, for the provision of airline services to Atlantic City on       
behalf of Taj Associates patrons. During 1992, Taj Associates incurred $29,000  
in charges from the Trump Shuttle, all of which was paid.                       

Taj Associates and Trump have entered into the Taj Services Agreement, which
became effective in April 1991, and which provides that Trump will render to    
Taj Associates marketing, advertising, promotional and related services with    
respect to the business operations of Taj Associates through December 31,       
1999. In consideration for the services to be rendered, Taj Associates pays an  
annual fee (the "Annual Fee") equal to 1 1/2% of Taj Associates' earnings       
before interest, taxes and depreciation less capital expenditures for such      
year, with a minimum base fee of $500,000 per annum. The base fee is payable    
monthly with the balance due April 15 of the following year. During 1993, 1994  
and 1995, Trump earned approximately $1.6 million, $1.4 million and $1.7        
million, respectively, in respect of the Annual Fee, including amounts paid to  
a third party pursuant to an assignment agreement. In addition to the Annual    
Fee, Taj Associates reimburses Trump on a monthly basis for all reasonable      
out-of-pocket expenses up to certain aggregate amounts incurred by Trump in     
performing his obligations under the Taj Services Agreement. During 1993, 1994  
and 1995, Taj Associates reimbursed Trump $232,000, $224,000 and $261,000,      
respectively, for expenses pursuant to the Taj Services Agreement, of which     
$127,000, $148,000 and $164,000, respectively, was incurred to an affiliate     
for air transportation. Taj Associates has agreed to indemnify Trump from and   
against any licensing fees arising out of his performance of the Taj Services   
Agreement, and against any liability arising out of his performance of the Taj  
Services Agreement, other than that due to his gross negligence or willful      
misconduct. In connection with the Merger, the Taj Services Agreement will be   
terminated.                                                                     

On April 1, 1991, in connection with the Taj Services Agreement, Taj        
Associates and Trump entered into an Amended and Restated License Agreement     
(the "Taj License Agreement") which amended and restated an earlier license     
agreement between the parties. Pursuant to the Taj License Agreement, Taj       
Associates has the non-exclusive right to use the name and likeness of Trump,   
and the exclusive right to use the name and related marks and designs of the    
Trump Taj Mahal Casino Resort (collectively, the "Taj Marks"), in its           
advertising, marketing and promotional activities through December 31, 1999.    
All uses by Taj Associates of the names, marks, licenses and designs under the  
Taj License Agreement are subject to the prior written approval of Trump.       
Trump has agreed to indemnify Taj Associates against any liability for          
trademark or copyright infringement (in connection with the use by Taj          
Associates of the Taj Marks in accordance with the Taj License Agreement)       
arising solely by reason of any license agreement or other agreement entered    
into by Trump with respect to the Taj Marks. Taj Associates has collaterally    
assigned its right under the Taj License Agreement to the Taj Bond Trustee.     
Upon consummation of the Merger Transaction, the Taj License Agreement will be  
terminated and the Taj Marks licensed to the Company.                           

John Barry, Trump's brother-in-law, is a partner of Barry & McMoran, a New  
Jersey law firm which provides, from time to time, legal services to Taj        
Associates.                                                                     

Other Relationships. The Securities and Exchange Commission (the "SEC")     
requires issuers to disclose the existence of any other corporation in which    
both (i) an executive officer of the registrant serves on the board of          
directors and/or compensation committee, and (ii) a director of the registrant  
serves as an executive officer. Messrs. Ribis, Pickus and Burke, executive      
officers of the Company, have served on the boards of directors of other        
entities in which members of the Board of Directors (namely, Messrs. Trump and  
Ribis) served and continue to serve as executive officers. Management believes  
that such relationships have not affected the compensation decisions made by    
the Board of Directors in the last fiscal year.                                 

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Messrs. Trump and Ribis serve on the Board of Directors of Plaza Funding,   
the managing general partner of Plaza Associates, of which Messrs. Trump and    
Ribis are executive officers. Messrs. Trump and Ribis also serve on the Board   
of Directors of Plaza Holding Inc., of which Messrs. Trump, Ribis and Burke     
are also executive officers. Trump is not compensated by such entities for      
serving as an executive officer, however, he has entered into a personal        
services agreement with Plaza Associates and the Company. Messrs. Ribis and     
Burke are not compensated by the foregoing entities, however, they are          
compensated by Plaza Associates for their service as executive officers.        

Messrs. Ribis, Pickus and Burke serve on the Board of Directors of Taj      
Holding, which holds an indirect equity interest in Taj Associates, the         
partnership that owns the Taj Mahal, of which Trump is an executive officer.    
Such persons also serve on the Board of Directors of TM/GP, the managing        
general partner of Taj Associates, of which Messrs. Trump and Ribis are         
executive officers. Mr. Ribis is compensated by Taj Associates for his          
services as its Chief Executive Officer. See "--Employment Agreements."         

Mr. Ribis also serves on the Board of Directors of Realty Corp., which      
leases certain real property to Taj Associates, of which Trump is an executive  
officer. Trump, however, does not receive any compensation for serving as an    
executive officer of Realty Corp. Mr. Ribis receives compensation from TCA for  
acting as its Chief Executive Officer. See "--Employment Agreements."           

Prior to December 1995, Mr. Ribis was Counsel to the law firm of Ribis,     
Graham and Curtin (now practicing as Graham, Curtin & Sheridan, A Professional  
Association), which serves as New Jersey legal counsel to the Company, THCR     
Holdings, Plaza Associates, Taj Holdings, Taj Associates and certain of their   
affiliated entities.                                                            

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CERTAIN TRANSACTIONS  

Payments to affiliates in connection with any such transactions are governed
by the provisions of the Plaza Note Indenture and the Senior Note Indenture,    
and may also be governed by the provisions of the Mortgage Note Indenture,      
which provisions generally require that such transactions be on terms as        
favorable as would be obtainable from an unaffiliated party, and require the    
approval of a majority of the independent directors of the Company for certain  
affiliated transactions.                                                        

THE COMPANY                                                                     

Trump and certain affiliates have engaged in certain related party          
transactions with respect to the Company and Plaza Associates. See              
"Management--Compensation Committee Interlocks and Insider Participation--      
Certain Related Party Transactions of Trump--The Company, "--Plaza Associates"  
and "--Other Relationships."                                                    

Plaza Associates has joint property insurance coverage with TCA, Taj        
Associates and other entities affiliated with Trump for which the annual        
premium paid by Plaza Associates was approximately $1.4 million for the 12      
months ended May 1996.                                                          

Plaza Associates leased from Taj Associates certain office facilities       
located in Pleasantville, New Jersey. In 1993 and 1992, lease payments by       
Plaza Associates to Taj Associates totaled approximately $30,000 and $138,000,  
respectively. Such lease terminated on March 19, 1993, and Plaza Associates     
vacated the premises. Through February 1, 1993, Plaza Associates also leased    
from Trump approximately 120 parking spaces at Trump Plaza East for             
approximately $5.50 per parking space per day, with payments under such         
arrangement for the years ended December 31, 1993 and December 31, 1992         
totaling $21,000 and $227,000, respectively.                                    

Plaza Associates also leased portions of its warehouse facility located in  
Egg Harbor Township, New Jersey to TCA; lease payments by TCA to Plaza          
Associates totaled $6,000, $6,000 and $15,000 in 1995, 1994 and 1993,           
respectively.                                                                   

Indemnification Agreements.  In addition to the indemnification provisions  
in the Company's and its subsidiaries' employment agreements (see               
"Management--Employment Agreements"), certain former and current directors of   
Plaza Funding entered into separate indemnification agreements in May 1992      
with Plaza Associates pursuant to which such persons are afforded the full      
benefits of the indemnification provisions of the partnership agreement         
governing Plaza Associates. Plaza Associates also entered into an               
Indemnification Trust Agreement in November 1992 (the "Trust Agreement") with   
Midlantic (the "Indemnification Trustee") pursuant to which the sum of          
$100,000 was deposited by Plaza Associates with the Indemnification Trustee     
for the benefit of the directors of Plaza Funding and certain former directors  
of Trump Plaza GP to provide a source for indemnification for such persons if   
Plaza Associates, Plaza Funding or Trump Plaza GP, as the case may be, fails    
to immediately honor a demand for indemnification by such persons. The          
indemnification agreements with the directors of Plaza Funding and directors    
of Trump Plaza GP were amended in June 1993 to provide, among other things,     
that Plaza Associates would maintain directors' and officers' insurance         
covering such persons during the ten-year term (subject to extension) of the    
indemnification agreements; provided, however, that if such insurance would     
not be available on a commercially practicable basis, Plaza Associates could,   
in lieu of obtaining such insurance, annually deposit an amount in the          
Indemnification Trust Fund equal to $500,000 for the benefit of such            
directors; provided, however, that deposits relating to the failure to obtain   
such insurance shall not exceed $2.5 million. Such directors are covered by     
directors' and officers' insurance maintained by Plaza Associates.              

TAJ HOLDING AND AFFILIATES                                                      

Trump and certain affiliates have engaged in certain related party          
transactions with respect to Taj Associates. See "Management--Compensation      
Committee Interlocks and Insider Participation--Certain Related Party           
Transactions of Trump--Taj Associates and Affiliates" and "--Other              
Relationships."                                                                 

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During the fiscal years ended December 31, 1993, 1994 and 1995, Taj         
Associates reimbursed Taj Holding $1,733,000, $2,171,000 and $1,554,000,        
respectively, for all amounts necessary to permit TM/GP or Taj Holding (a) to   
make payments that TM/GP or Taj Holding was required to make pursuant to the    
terms of TM/GP's Certificate of Incorporation and the Taj Holding Certificate   
of Incorporation (generally for indemnification of officers and directors),     
(b) to pay fees to directors (including fees for serving on a committee), (c)   
to pay all other expenses of TM/GP and Taj Holding and (d) to permit Taj        
Holding to redeem the Taj Holding Class B Common Stock when required to make    
such redemption pursuant to the terms of the Taj Holding Certificate of         
Incorporation. Taj Holding did not engage in any other transactions with its    
affiliates during the fiscal years ended December 31, 1993, 1994 and 1995.      

Taj Funding has not engaged in any transactions with its affiliates, except 
for the loan of funds made to Taj Associates in exchange for an intercompany    
note secured by a mortgage. Both the note and the mortgage were amended in      
1991 pursuant to the 1991 Taj Restructuring.                                    

In April 1991, Taj Associates purchased from TCA for $1,687,000 two adjacent
parcels of land on the Pleasantville-Egg Harbor Township border, constituting   
approximately ten acres. The first parcel contains two buildings, certain       
fleet maintenance facilities and an office building and warehouse facility,     
portions of which were leased to Plaza Associates. The lease expired in March   
1993 and Plaza Associates has vacated. Taj Associates currently leases the      
space to commercial tenants. The second parcel is unimproved.                   

In December 1994, Taj Associates entered into a one-year agreement with TCA 
pursuant to which TCA leases to Taj Associates 300 parking spaces (500 parking  
spaces during the months of May to September) at a rate of 50 cents per space   
per day, to be used for employee parking. The agreement expired in December     
1995, however, TCA and Taj Associates are currently negotiating an extension    
of the agreement and have agreed to continue the lease on a month-to-month      
basis.                                                                          

Taj Associates engages in various transactions with Trump Plaza and Trump's 
Castle. These transactions are charged at cost or normal selling price in the   
case of retail items and include certain shared payroll costs as well as        
complimentary services offered to customers. Expenses incurred by Taj           
Associates payable to TCA for the years ended December 31, 1993, 1994 and 1995  
were approximately $1,100,000, $1,167,000 and $1,072,000, respectively, of      
which all but $69,000, $30,000, and $164,000, respectively, was paid or offset  
against amounts owed to Taj Associates by TCA. Expenses incurred by Taj         
Associates payable to Plaza Associates for the years ended December 31, 1993,   
1994 and 1995 were approximately $83,000, $149,000 and $445,000, respectively,  
all of which were offset against amounts owed to Taj Associates by Plaza        
Associates, with the exception of $167,000 at December 31, 1995.                

Indemnification Agreements. In addition to the indemnification provisions in
Taj Associates' employment agreements, the Merger Agreement provides for        
indemnification of any present or former director, officer, employee or agent   
of Taj Holding and TM/GP, arising from his services as such, within six years   
of the Effective Time.                                                          

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

The following table sets forth, as of April 1, 1996 (without giving effect  
to the transactions contemplated by the Merger Transaction), certain            
information regarding the beneficial ownership of Common Stock by (i) each of   
the Company's executive officers, (ii) each director of the Company, (iii)      
each person who is known to the Company to own beneficially more than 5% of     
the Common Stock and (iv) all officers and directors of the Company as a        
group. Such information is based, in part, upon information provided by         
certain stockholders of the Company. In the case of persons other than members  
of the officers and directors of the Company, such information is based solely  
on a review of Schedules 13G filed with the SEC.                                

                                                                [Download Table]

                                                             BENEFICIAL         
                                                              OWNERSHIP         
                                                          ----------------------
   NAME                                                    NUMBER        PERCENT
   ----                                                   ---------      -------
                                                                                
Donald J. Trump.......................................... 6,667,217(/1/)  39.8% 
Nicholas L. Ribis........................................    72,487(/2/)     *  
John P. Burke............................................       400(/3/)     *  
Robert M. Pickus.........................................       200          *  
Wallace B. Askins........................................     3,000          *  
Don M. Thomas............................................       200          *  
Peter M. Ryan............................................       --         --   
INVESCO PLC..............................................   527,300(/4/)   5.2  
Hellman, Jordan Management Co., Inc. ....................   882,700(/5/)   8.8  
The Capital Group Companies, Inc. ....................... 1,064,000(/6/)  10.6  
State Street Research & Management Company............... 1,270,300(/7/)  12.6  
Oppenheimer Group, Inc. ................................. 1,490,075(/8/)  14.8  
All officers and directors of the Company (7 persons).... 6,743,504       40.2  

The above persons have sole voting and investment power, unless otherwise   
indicated below.                                                                
---------------------                                                           
* Less than 1%.                                                               
(1) 725 Fifth Avenue, New York, New York 10022. These shares include 6,666,667  
  shares of Common Stock, into which Trump's limited partnership interest in
THCR Holdings is convertible, subject to certain adjustments. See       
"Description of the THCR Holdings Partnership Agreement." These shares  
 include 300 shares of Common Stock held by his wife, Mrs. Marla M. Trump,
of which shares Trump disclaims beneficial ownership. Trump is also the 
beneficial owner of the outstanding shares of the Class B Common Stock  
(1,000 shares). The Class B Common Stock has voting power equivalent to 
the voting power of the Common Stock into which Trump's limited         
  partnership interest is convertible. Upon conversion of all or any portion
of the THCR Holdings limited partnership interest into shares of Common 
 Stock, the corresponding voting power of the Class B Common Stock will be
proportionately diminished. See "Description of Capital Stock."         
(2) Represents a stock bonus awarded to the President of the Company pursuant   
to the 1995 Stock Plan. See "Management--Executive Compensation." These 
shares include 3,081 shares and 2,739 shares held by Mr. Ribis as       
custodian for his son, Nicholas L. Ribis, Jr., and his daughter,        
Alexandria Ribis, respectively, of which shares Mr. Ribis disclaims     
beneficial ownership.                                                   
(3) Mr. Burke shares voting and dispositive power of 100 of these shares with   
his wife. These shares also include 100 shares beneficially owned solely
by his wife, of which shares Mr. Burke disclaims beneficial ownership.  
(4) 11 Devonshire Square, London EC2M 4YR, England. INVESCO PLC ("Invesco"),    
  the parent holding company, shares voting and dispositive power over these
shares with four of its subsidiaries. Invesco and its subsidiaries      
disclaim beneficial ownership of these shares, which are held by them on
behalf of other persons who have the right to receive (or direct the    
receipt) of dividends and proceeds from the sale of such shares.        
(5) 75 State Street, Suite 2420, Boston, Massachusetts 02109. Hellman, Jordan   
Management Co., Inc. ("Hellman") is an investment adviser which has sole
dispositive power over all of these shares and sole voting power over   
817,700 of these shares. Hellman's clients have the power to revoke     
Hellman's dispositive power upon 30 days' written notice.               
(6) 333 South Hope Street, Los Angeles, California 90071. The Capital Group     
Companies, Inc. ("Capital Group") has sole dispositive power over these 
shares and sole voting power over 256,000 of these shares. These shares 
include 654,000 shares beneficially owned by Capital Guardian Trust     
Company ("Capital Guardian"), respectively. Capital Group is the parent 
holding company of Capital Guardian. Capital Group and Capital Guardian 
disclaim beneficial ownership of these shares.                          
(7) One Financial Center, 30th Floor, Boston, Massachusetts 02111. State        
Street Research & Management Company ("State Street") is an investment  
adviser and disclaims beneficial ownership of these shares. Metropolitan
Life Insurance Company, One Madison Avenue, New York, New York 10010, is
the parent holding company of State Street.                             
(8) Oppenheimer Tower, World Financial Center, New York, New York 10281.        
 Oppenheimer Group, Inc. ("Oppenheimer") has shared voting and dispositive
 power over these shares. These shares include 886,400 shares beneficially
 owned by Oppenheimer Capital, an investment adviser, of which Oppenheimer
is the parent holding company.                                          

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DESCRIPTION OF CAPITAL STOCK  

The following summary description of the capital stock of the Company does  
not purport to be complete and is qualified in its entirety by reference to     
the Certificate of Incorporation and the By-Laws, copies of which are filed as  
exhibits to this Registration Statement of which this Prospectus is a part.     

GENERAL                                                                         

The authorized capital stock of the Company consists of (i) 50,000,000      
shares of Common Stock, of which 10,066,667 shares are currently issued and     
outstanding, (ii) 1,000 shares of Class B Common Stock, all of which are        
currently issued and outstanding, and (iii) 1,000,000 shares of Preferred       
Stock, par value $1.00 per share (the "Preferred Stock"), none of which are     
issued and outstanding.                                                         

COMMON STOCK AND CLASS B COMMON STOCK                                           

Holders of Common Stock are entitled to one vote for each share held on all 
matters submitted to a vote of stockholders and do not have cumulative voting   
rights. Subject to the rights of the holders of the Class B Common Stock        
described below, holders of a majority of the shares of Common Stock are        
entitled to vote in any election of directors, may elect all of the directors   
standing for election. Holders of Common Stock are entitled to receive ratably  
such dividends, if any, as may be declared by the Board of Directors out of     
funds legally available therefor. Upon the liquidation, dissolution or winding  
up of the Company, the holders of Common Stock and Class B Common Stock will    
share ratably, out of the assets of the Company legally available for           
distribution to its stockholders, to the extent of their par value, $.01 per    
share. After such payment is made, the holders of the Common Stock will be      
entitled to participate ratably in all of the remaining assets of the Company   
available for distribution. Holders of Common Stock have no subscription,       
redemption or conversion rights. Holders of Common Stock have no preemptive     
rights to subscribe to any additional securities that the Company may issue,    
nor is the Common Stock subject to calls or assessments by the Company. All     
the outstanding shares of Common Stock are, and the shares of Common Stock to   
be issued in connection with the Merger Transaction, when issued and paid for   
will be, fully paid and non-assessable. The rights, preferences and privileges  
of holders of Common Stock are subject to, and may be adversely affected by,    
the rights of the holders of shares of any series of Preferred Stock that the   
Company may designate and issue in the future.                                  

Trump currently is the beneficial owner of all 1,000 outstanding shares of  
Class B Common Stock. The Class B Common Stock votes together with the Common   
Stock as a single class on all matters submitted to stockholders of the         
Company for a vote or in respect of which consents are solicited (other than    
in connection with certain amendments of the Certificate of Incorporation       
described below). The number of votes represented by the Class B Common Stock   
held by any holder equals the number of shares of Common Stock issuable to the  
holder upon the conversion of such holder's partnership interest in THCR        
Holdings into Common Stock. Upon such conversion, the corresponding voting      
power of shares of Class B Common Stock (equal in voting power to the number    
of shares of Common Stock issued upon such conversion) will be proportionately  
diminished. The Class B Common Stock provides Trump with a voting interest in   
the Company which is proportionate to his equity interest in THCR Holdings'     
assets represented by his limited partnership interest. Except for the right    
to receive par value upon liquidation, the Class B Common Stock has no right    
to receive any dividend or other distribution in respect of the equity of the   
Company. In addition, the Certificate of Incorporation provides that the Class  
B Common Stock is not entitled to a separate class vote on any matters          
submitted to the stockholders of the Company for their approval, except for     
any amendment of the terms of the Class B Common Stock, which require (x) the   
affirmative vote of the Class B Common Stock, voting as a separate class, and   
(y) the affirmative vote of a majority of the shares of Common Stock held by    
persons who are not beneficial owners of Class B Common Stock, voting as a      
separate class.                                                                 

In accordance with the requirements of the Casino Control Act and the       
Indiana Riverboat Gambling Act, the Certificate of Incorporation provides that  
all securities of the Company are held subject to the condition that, if a      
holder thereof is found to be disqualified, such holder shall: (a) dispose of   
his interest in the Company; (b) not                                            

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receive any dividends or interest upon any such securities; (c) not exercise,   
directly or indirectly or through any trustee or nominee, any right conferred   
by such securities; and (d) not receive any remuneration in any form from the   
casino license for services rendered or otherwise. The Certificate of           
Incorporation further provides that the Company may redeem any shares of the    
Company's capital stock held by any person or entity whose holding of shares    
may cause the loss or non-reinstatement of a governmental license held by the   
Company. Such redemption shall be at the lesser of fair market value (as        
defined in the Certificate of Incorporation), or the purchase price of such     
capital stock. The Certificate of Incorporation may also contain other          
provisions required by the gaming laws of other jurisdictions.                  

The Transfer Agent for the Company's Common Stock is Continental Stock      
Transfer & Trust Company, New York, New York.                                   

PREFERRED STOCK                                                                 

The Board of Directors may, without further action by the Company's         
stockholders, issue Preferred Stock in one or more series and fix the rights,   
preferences, privileges, qualifications, limitations and restrictions of the    
Preferred Stock including dividend rights, voting rights, terms of redemption,  
redemption prices, liquidation preferences and the number of shares             
constituting any series or the designation of such series. The issuance of      
Preferred Stock may have the effect of delaying, deferring or preventing a      
change in control of the Company without further action by the stockholders     
and may adversely affect the voting and other rights of the holders of Common   
Stock. At present, the Company has no plans to issue any of the Preferred       
Stock.                                                                          

PROVISIONS HAVING POSSIBLE ANTI-TAKEOVER EFFECTS                                

The Certificate of Incorporation and the By-Laws contain provisions that    
could have anti-takeover effects. These provisions are intended to enhance the  
likelihood of continuity and stability in the composition of the Board of       
Directors and in the policies formulated by the Board of Directors and to       
discourage certain types of transactions which may involve an actual or         
threatened change of control of the Company. The provisions are designed to     
reduce the vulnerability of the Company to an unsolicited proposal for a        
takeover of the Company that does not contemplate the acquisition of all of     
its outstanding shares or an unsolicited proposal for the restructuring or      
sale of all or part of the Company. The provisions are also intended to         
discourage certain tactics that may be used in proxy fights. The Board of       
Directors believes that, as a general rule, such takeover proposals would not   
be in the best interest of the Company and its stockholders. Set forth below    
is a description of such provisions in the Certificate of Incorporation and     
the By-Laws. The Board of Directors has no current plans to formulate or        
effect additional measures that could have an anti-takeover effect.             

The Certificate of Incorporation provides that directors, other than those, 
if any, elected by the holders of the Preferred Stock, can be removed from      
office only for cause and only by the affirmative vote of the holders of at     
least 66 2/3% of the combined voting power of the then outstanding shares of    
capital stock entitled to vote thereon ("Voting Stock"). Pursuant to the By-    
Laws, newly created directorships resulting from any increase in the            
authorized number of directors and any vacancies on the Board of Directors may  
be filled by the affirmative vote of a majority of the remaining directors.     

Except as otherwise provided for with respect to the rights of the holders  
of Preferred Stock, the Certificate of Incorporation provides that the whole    
Board of Directors will consist of that number of directors determined from     
time to time by the Board of Directors.                                         

The By-Laws establish an advance notice procedure with regard to the        
nomination, other than by or at the direction of the Board of Directors or a    
committee thereof, of candidates for election as directors                      
and with regard to certain other matters to be brought before an annual         
meeting of stockholders of the Company. In general, notice must be received by  
the Company not later than 10 days after the public announcement of the         
meeting date and must contain certain specified information concerning the      
matters to be brought before the meeting and the stockholder submitting the     
proposal.                                                                       

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In addition, the Certificate of Incorporation provides that whenever any    
vote of Voting Stock is required by law to amend, alter, repeal or rescind any  
provision thereof, then, in addition to any affirmative vote required by law    
or any required vote of the holders of Preferred Stock, the affirmative vote    
of at least a majority of the combined voting power of the then-outstanding     
shares of Voting Stock and approval by at least a majority of the then-         
authorized number of directors of the Company is required to amend certain      
provisions of the Certificate of Incorporation; provided, however, that if any  
such amendment, alteration, repeal, or rescission (a "Change") relates to       
those provisions or to removal of directors, such Change must also be approved  
by the affirmative vote of the holders of at least 66 2/3% of the combined      
voting power of the then-outstanding shares of Voting Stock, voting together    
as a single class and, if at the time there exist one or more Related Persons   
(as defined), such Change must also be approved by the affirmative vote of the  
holders of at least a majority of the combined voting power of the              
Disinterested Shares (defined in the Certificate of Incorporation as, to any    
Related Person, shares of Voting Stock that are beneficially owned and owned    
of record by stockholders other than such Related Person). A "Related Person"   
means any person, entity or group which beneficially owns 10% or more of the    
outstanding voting stock of the Company; provided, however, that Trump and his  
affiliates are not deemed to be a Related Person.                               

The Certificate of Incorporation provides that the vote(s) required by the  
immediately preceding provision shall not be required if such Change has been   
first approved by at least two-thirds of the then- authorized number of         
directors of the Company and, if at the time there exist one or more Related    
Persons, by a majority of the Continuing Directors (as defined with respect to  
any Related Person to be any member of the Board of Directors who (i) is        
unaffiliated with and is not the Related Person and (ii) became a member of     
the Board of Directors prior to the time that the Related Person became a       
Related Person, and any successor of a Continuing Director who is recommended   
to succeed a Continuing Director by a majority of Continuing Directors then on  
the Board of Directors).                                                        

The Certificate of Incorporation provides that the By-Laws may be adopted,  
altered, amended or repealed by the stockholders of the Company or by a         
majority vote of the entire Board of Directors.                                 

The Certificate of Incorporation provides that, except as otherwise provided
for with respect to the rights of the holders of Preferred Stock, no action     
that is required or permitted to be taken by the stockholders of the Company    
at any annual or special meeting of stockholders may be effected by written     
consent of stockholders in lieu of a meeting of stockholders, unless the        
action to be effected by written consent of stockholders and the taking of      
such action by such written consent have expressly been approved in advance by  
the Board of Directors and, if such action involves a "business combination"    
within the meaning of Section 203 of the DGCL, such written consent shall have  
expressly been approved in advance by the affirmative vote of at least a        
majority of the Continuing Directors then in office.                            

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS                          

The Company is subject to the provisions of Section 203 of the DGCL. Section
203 of the DGCL prohibits a publicly held Delaware corporation from engaging    
in a "business combination" with an "interested stockholder" for a period of    
three years after the date of the transaction in which the person became an     
interested stockholder, unless the business combination is approved in a        
prescribed manner. A "business combination" includes mergers, asset sales and   
other transactions resulting in a financial benefit to the interested           
stockholder. Subject to certain exceptions, an "interested stockholder" is a    
person who, together with affiliates and associates, owns, or within three      
years did own, 15% of the corporation's voting stock. Neither Trump nor any of  
his affiliates is deemed to be an "interested stockholder" for purposes of      
Section 203 of the DGCL.                                                        

The Certificate of Incorporation contains certain provisions permitted under
the DGCL relating to the liability of directors. The provisions eliminate a     
director's liability for monetary damages for a breach of fiduciary duty,       
except in certain circumstances involving wrongful acts, such as the breach of  
a director's duty of loyalty or acts or omissions which involve intentional     
misconduct or a knowing violation of law. Furthermore, the Certificate of       
Incorporation and the By-Laws contain provisions to indemnify Company's         
directors and                                                                   

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officers to the fullest extent permitted by the DGCL, including payment in      
advance of a final disposition of a director's or officer's expenses and        
attorneys' fees incurred in defending any action, suit or proceeding. The       
Company believes that these provisions assist the Company in attracting and     
retaining qualified individuals to serve as directors.                          

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DESCRIPTION OF THE THCR HOLDINGS PARTNERSHIP AGREEMENT  

The following summary of the Amended and Restated Agreement of Limited      
Partnership of THCR Holdings (the "THCR Holdings Partnership Agreement"), and   
the description of certain provisions set forth elsewhere in this Prospectus,   
is qualified in its entirety by reference to such partnership agreement, which  
is filed as an exhibit to the Registration Statement of which this Prospectus   
is a part. THCR Holdings was formed in 1995 under the Delaware Revised Uniform  
Limited Partnership Act, as amended (the "Delaware RULPA"). Stockholders of     
the Company are neither general nor limited partners of THCR Holdings, and      
influence or control THCR Holdings solely through their ownership of Common     
Stock.                                                                          

DISTRIBUTIONS AND ALLOCATIONS OF PROFITS AND LOSSES                             

THCR Holdings makes any required distributions to each partner of THCR      
Holdings (each, a "Partner") for taxes ("Tax Amounts") in one or more payments  
from time to time during each year, but in no event later than March 1 of the   
year immediately following such year, in an aggregate cash sum equal to such    
Partner's percentage interest in Tax Amounts in respect of such year. In        
general, Tax Amounts for any year are the product of the highest marginal tax   
rate applicable to any of the Partners (subject to certain limitations) and     
THCR Holdings' taxable income for such year. The THCR Holdings Partnership      
Agreement provides that after making the required tax distributions,            
additional distributions will be made from time to time as determined by a      
majority of the Board of Directors, but in any case pro rata in accordance      
with the Partners' percentage interests. THCR Holdings' ability to make         
distributions (including tax distributions) is subject to, among other things,  
limitations set forth in the Senior Note Indenture. See "Risk Factors--         
Restrictions on Certain Activities."                                            

Profits and losses for tax purposes are generally allocated among the       
partners in accordance with their percentage interests, subject to compliance   
with the provisions of Section 704(b) and 704(c) of the Internal Revenue Code   
(the "Code") and the Treasury Regulations thereunder governing special          
allocations of certain partnership items, including the "ceiling rule" set      
forth in Treasury Regulations Section 1.704-3 (which are not subject to cure    
by special allocation except as specifically provided in the THCR Holdings      
Partnership Agreement).                                                         

THCR Holdings has agreed that all expenses of the Company shall, to the     
maximum extent practicable, be paid directly by THCR Holdings. Any other        
expenses paid directly by the Company are required to be reimbursed promptly    
by THCR Holdings and are deemed to be expenses of THCR Holdings.                

MANAGEMENT                                                                      

As the sole general partner of THCR Holdings, the Company generally has the 
exclusive rights, responsibilities and discretion in the management and         
control of THCR Holdings. The limited partners of THCR Holdings (the "Limited   
Partners") have no authority, as Limited Partners, to transact business or      
take any acts on behalf of, or make any decision for, THCR Holdings. Trump,     
however, has the right to control the management of Plaza Associates. In        
connection with the Merger Transaction, the THCR Holdings Partnership           
Agreement will be amended to give Trump the right to control the resolution of  
tax matters affecting or relating to Taj Associates in respect of periods       
ending on or prior to the date on which Taj Holding acquired its interest in    
Taj Associates, including requiring THCR Holdings, Trump AC and Taj Associates  
to adjust the tax basis of assets held by Taj Associates in connection with     
the resolution of such tax matters to the extent such basis adjustments shall   
not reduce the Company's share of federal income tax depreciation and cost      
recovery deductions in respect of assets held by Taj Associates as of the date  
of the Merger and contributions of the interests in Taj Associates to Trump AC  
(on behalf, and at the direction, of THCR Holdings).                            

The THCR Holdings Partnership Agreement provides that the Company shall not,
without the consent of a majority-in-interest of the Limited Partners,          
undertake actions relating to any of the following during such time as the      
Limited Partners own more than 10% of the outstanding partnership interests in  
THCR Holdings: the dissolution of THCR Holdings under the Delaware RULPA, the   
institution of any proceedings for bankruptcy on                                

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behalf of THCR Holdings, the making of a general assignment for the benefit of  
creditors or the appointment of a custodian, receiver or trustee for all or     
any part of the assets of THCR Holdings.                                        

TRANSFERABILITY OF INTERESTS                                                    

The THCR Holdings Partnership Agreement provides that the Company may not   
withdraw as general partner of THCR Holdings, or transfer without the consent   
of a majority-in-interest of the Limited Partners (other than the Company), so  
long as the Limited Partners hold at least a 10% interest in THCR Holdings;     
provided, however, that such consent right shall not apply to a determination   
by the Company or THCR Holdings to enter into a merger, sale, consolidation,    
combination or similar transaction. A Limited Partner may transfer all or any   
portion of his interests in THCR Holdings, provided that (i) the Company        
including a majority of the Special Committee (as defined) consents to such     
transfer, which consent may not be unreasonably withheld or delayed, except no  
such consent is required for (a) a transfer of Partnership interests described  
below under "Exchange and Registration Rights," (b) a transfer to a Permitted   
Holder (which term includes the spouse and other descendants of such Limited    
Partner (including any related trusts controlled by, and established and        
maintained for the sole benefit of, such Limited Partner or such spouse or      
descendant) and the estate of any of the foregoing), or (c) a transfer upon     
foreclosure on an interest of a Limited Partner pursuant to certain permitted   
liens and (ii) such transfer does not violate certain other restrictions on     
transfer contained in the THCR Holdings Partnership Agreement. No transferee    
is admitted as a substitute Limited Partner of THCR Holdings having the rights  
of a Limited Partner without the consent of the Company, including a majority   
of the Special Committee.                                                       

ADDITIONAL CAPITAL CONTRIBUTIONS; ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS  

No Partner is required under the terms of the THCR Holdings Partnership     
Agreement to make additional capital contributions to THCR Holdings, except as  
described below in connection with the issuance of additional partnership       
interests.                                                                      

The THCR Holdings Partnership Agreement provides that no additional         
Partnership interests will be issued, except in the case of (i) an additional   
partnership interest to the Company in exchange for a contribution of value     
from the Company and (ii) an additional limited partnership interest to Trump   
or his Permitted Holders in exchange for a contribution of value from Trump or  
his Permitted Holders (as defined in the THCR Holdings Partnership Agreement),  
as determined by a majority of the Special Committee. The Special Committee is  
composed of directors who are not officers or employees of the Company and who  
are not affiliates of Trump or any of his affiliates.                           

The THCR Holdings Partnership Agreement currently provides that the Company 
will not issue additional debt or equity securities, unless the proceeds of     
such issuance are contributed to THCR Holdings and that it will not issue any   
additional shares of Class B Common Stock, except to Trump or his Permitted     
Holders. In connection with, and in light of the structure necessary to         
consummate the Merger Transaction, the THCR Holdings Partnership Agreement      
will be amended to provide that the Company may contribute to Trump AC the      
indirect interests in Taj Associates that the Company acquires in the Merger    
and the proceeds from the Stock Offering, rather than make such contributions   
directly to THCR Holdings. Furthermore, the THCR Holdings Partnership           
Agreement will be amended to provide that THCR Holdings may issue limited       
partnership interests to TTMI and TM/GP in exchange for the contribution of     
their respective 49.995% equity interest in Taj Associates.                     

EXCHANGE AND REGISTRATION RIGHTS                                                

The Company entered into an exchange and registration rights agreement (the 
"Exchange Rights Agreement") with Trump, pursuant to which, among other         
things: (i) Trump and his permitted successors and assigns are able to          
exchange all or any portion of their interest in THCR Holdings for Common       
Stock and (ii) a majority of the Special Committee has the right to require     
any holder of a limited partnership interest (other than                        

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Trump and his Permitted Holders) to exchange their Partnership interests for    
Common Stock. The number of shares of Common Stock issuable upon exchange of    
limited partnership interests is adjusted from time to time to reflect stock    
dividends, stock splits, reverse stock splits, reclassifications and            
recapitalizations.                                                              

The exchange of limited partnership interests for shares of Common Stock    
under the Exchange Rights Agreement is subject to (i) the expiration or         
termination of the applicable waiting period, if any, under the Hart-Scott-     
Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the             
satisfaction of certain other conditions contained in the Exchange Rights       
Agreement.                                                                      

The Exchange Rights Agreement provides that, upon a transfer of limited     
partnership interests in THCR Holdings, the transferee will obtain the          
benefits of, and be subject to, all of the provisions of the Exchange Rights    
Agreement.                                                                      

The Exchange Rights Agreement contains certain registration rights under the
Securities Act in favor of the holders of the Common Stock issuable upon the    
exchange of limited partnership interests. The holders of                       
securities representing a majority of the Common Stock issuable upon the        
exchange of limited partnership interests shall have the right to require the   
Company, at the Company's expense (other than with respect to underwriting      
discounts, commissions and fees attributable to the sale of any such Common     
Stock), subject to certain limitations, to file two registration statements     
relating to the resale to the public of all or a portion of their Common        
Stock.                                                                          

In addition, in the event the Company proposes to register any of its Common
Stock pursuant to a registration statement under the Securities Act (other      
than on Forms S-4 or S-8 or other similar successor forms), such holders may,   
by giving written notice to the Company, request that the Company, at the       
Company's expense (other than with respect to underwriting discounts,           
commissions and fees attributable to the sale of any such Common Stock),        
include in such registered offering all or any part of their Common Stock. The  
Company is required to include the securities covered by such notice or         
notices in such registered offering unless the Company determines for any       
reason not to proceed with the underlying offering of its equity securities     
or, in the case of an underwritten offering, if the managing underwriter        
determines that the amount of Common Stock requested to be included in such     
registration exceeds the amount which can be sold in such offering without      
adversely affecting the distribution of the securities being offered.           

In connection with the Merger Transaction, the Exchange Rights Agreement    
will be amended to, among other things, extend to TTMI registration rights      
with respect to the shares of Common Stock into which its limited partnership   
interests will be convertible and to make certain accommodations of the         
interests of certain of Trump's lenders should they foreclose on THCR Holdings  
limited partnership interests. In addition, the shares of Common Stock          
issuable upon the exercise of the warrant to be issued to Trump will have       
registration rights similar to those currently held by Trump.                   

TAX MATTERS PARTNER                                                             

Pursuant to the THCR Holdings Partnership Agreement, the Company is the tax 
matters partner of THCR Holdings and, as such, has authority to make tax        
elections under the Code on behalf of THCR Holdings, subject to certain notice  
and consultation rights in favor of the Limited Partners.                       

TERM                                                                            

The term of the THCR Holdings Partnership Agreement continues until December
31, 2035, or until sooner dissolved upon (i) the dissolution, bankruptcy or     
termination of the Company, (ii) the election of the Company and a majority-    
in-interest of the Limited Partners, (iii) the sale or other disposition of     
all or substantially all the assets of THCR Holdings (but in the event of such  
sale or transfer, such time of dissolution may be extended, at the option of    
the Company, until the receipt of substantially all of the proceeds thereof,    
or a determination by the Company that no material additional proceeds will     
likely be received), or (iv) the entry of a decree of judicial dissolution of   
THCR Holdings pursuant to the provisions of the Delaware RULPA, which decree    
is final and not subject to approval; provided, however, the Limited Partners   
may elect to continue THCR Holdings. An election to continue THCR Holdings      
must be unanimous unless the Delaware RULPA permits such election pursuant to   

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the vote of a lesser percentage in interest of the Limited Partners, in which   
event such election may be by such lesser percentage in interest as is          
permitted in the Delaware RULPA, but in no event shall such election be by a    
vote of less than a majority-in-interest of the Limited Partners.               

CONTRIBUTION AGREEMENT                                                          

Trump received his limited partnership interest in THCR Holdings in exchange
for a contribution of, among other things, all of his beneficial interest in    
Plaza Associates and all of his other existing interests and rights to gaming   
activities in both emerging and established jurisdictions, including Trump      
Indiana, but excluding the Taj Mahal and Trump's Castle. Such contribution was  
made pursuant to the terms of the Contribution Agreement between Trump and      
THCR Holdings. Under the Contribution Agreement, Trump agreed to pursue,        
develop and conduct all new casino and gaming opportunities only on behalf of   
the Company. Trump further agreed not to engage in certain actions in           
connection with casino and gaming activities, including, without limitation,    
casino hotels and related services and products. For purposes of this grant     
and without limiting its application with respect to other properties, any      
hotel with gaming conducted on its premises will be considered a casino hotel   
and any business or activity engaged in by Trump and located in Nevada,         
Atlantic City (other than the Taj Mahal (prior to the Merger Transaction) and   
Trump's Castle) or within one mile of a casino will be presumed to be an        
activity to which these restrictions will apply. Such a presumption may be      
rebutted by a vote of the majority of the Special Committee. The agreement to   
offer new gaming opportunities to the Company is for a term of the later of     
(i) June 12, 2015, (ii) such time as Trump and his affiliates no longer hold a  
15% or greater voting interest in the Company or (iii) such time as Trump       
ceases to be employed or retained pursuant to an employment, management,        
consulting or similar services agreement with the Company. Trump may generally  
continue to engage in business as currently conducted or proposed to be         
conducted at the Taj Mahal (prior to the Merger Transaction) and Trump's        
Castle. For as long as Trump owns beneficially 20% or more of the voting power  
of the Company and no other holder owns more voting power of the Company, or    
such shorter period ending on the date on which no Plaza Notes remain           
outstanding, to the extent required under the Plaza Note Indenture, Trump       
shall retain the right (x) to designate for election a majority of the Board    
of Directors of Plaza Funding and its successors and assigns and any other      
managing general partner of Plaza Associates and (y) to control the management  
of Plaza Associates. See "Risk Factors--Conflicts of Interest" and "--Control   
and Involvement of Trump."                                                      

INDEMNIFICATION                                                                 

THCR Holdings indemnifies and holds harmless each Partner and its           
affiliates, and all officers, directors, employees and agents of such Partner   
and its affiliates (individually, an "Indemnitee") from and against any and     
all losses, claims, demands, costs, damages, liabilities, joint and several,    
expenses of any nature (including attorneys' fees and disbursements),           
judgments, fines, settlements and other amounts arising from any and all        
claims, demands, actions, suits or proceedings, civil, criminal,                
administrative or investigative, in which the Indemnitee may be involved, or    
threatened to be involved, as a party or otherwise, relating to the operations  
of THCR Holdings, including, without limitation, liabilities under the federal  
and state securities laws, regardless of whether the Indemnitee continues to    
be a Partner, an affiliate of a Partner, or an officer, director, employee, or  
agent of a Partner or an affiliate of a Partner at the time any such liability  
or expense is paid or incurred, but only if the act or omission giving rise to  
such proceeding does not constitute gross negligence or willful misconduct;     
provided, however, that such indemnification or agreement to hold harmless,     
will be recoverable only out of assets of THCR Holdings and not from the        
Partners. The indemnification provided by the THCR Holdings Partnership         
Agreement is in addition to any other rights to which an Indemnitee may be      
entitled under any agreement, as a matter of law or equity, or otherwise, both  
as to action in the Indemnitee's capacity as a Partner, an affiliate of a       
Partner, or as an officer, director, employee or agent of a Partner or an       
affiliate of a Partner and as to any action in another capacity, and will       
continue, with respect to actions relating to the operations of THCR Holdings,  
as to an Indemnitee who has ceased to serve in such capacity and will inure to  
the benefit of the heirs, successors, assigns and administrators of the         
Indemnitee. No Indemnitee may be denied indemnification in whole or in part     
under the THCR Holdings Partnership Agreement by reason of the fact that the    
Indemnitee had an interest in the transaction with respect to which the         
indemnification applies if the                                                  

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transaction was approved in accordance with the THCR Holdings Partnership       
Agreement. No officer, employee or agent of THCR Holdings has any liability to  
THCR Holdings or any of its partners for monetary damages for action taken, or  
any failure to take any action, in such capacity, with certain exceptions.      

CERTAIN REGULATORY MATTERS                                                      

The THCR Holdings Partnership Agreement provides that it is subject to the  
provisions of the Casino Control Act and the Indiana Riverboat Gambling Act.    
The THCR Holdings Partnership Agreement further provides that THCR Holdings     
may redeem the partnership interest held by any person or entity whose holding  
of such interest may cause the loss or non-reinstatement of any governmental    
license or permit of THCR Holdings or any of its subsidiaries. Such redemption  
will be on the terms set forth in the THCR Holdings Partnership Agreement.      

OTHER                                                                           

The THCR Holdings Partnership Agreement provides that, unless a majority-in-
interest of the Limited Partners otherwise consents, all business activities    
of the Company must be conducted through THCR Holdings or its subsidiaries.     

THCR Holdings is authorized to enter into transactions with partners or     
their affiliates, as long as the terms of such transactions are fair and        
reasonable and no less favorable to THCR Holdings than would be obtained from   
an unaffiliated third party.                                                    

Except for certain technical amendments, the THCR Holdings Partnership      
Agreement may only be amended by the Company, upon the approval of a majority   
of the Special Committee with the consent of a majority-in- interest of the     
Limited Partners.                                                               

Except for Trump's agreement to conduct all new gaming activities through   
the Company as described above and under "--Contribution Agreement" and         
"Management--Employment Agreements," the THCR Holdings Partnership Agreement    
provides that any Limited Partner may engage in other business activities       
outside THCR Holdings, including business activities that directly compete      
with THCR Holdings; provided, however, that no such other activities            
discriminate against THCR Holdings. See "Risk Factors--Conflicts of Interest"   
and "--Control and Involvement of Trump."                                       

THCR Holdings has agreed to indemnify Trump in the event of the non-payment 
by THCR Holdings of certain liabilities assumed by THCR Holdings in connection  
with its formation.                                                             

The THCR Holdings Partnership Agreement also provides that no additional    
compensation shall be paid directly or indirectly to Trump under the Trump      
Executive Agreement or otherwise, unless approved by the Special Committee.     
Other than the TPM Services Agreement and notwithstanding the foregoing, the    
Company (including each of its subsidiaries) may not enter into any             
management, services, consulting or similar agreements with Trump or any of     
his affiliates, except for employment agreements in the ordinary course of      
business consistent with industry practice and approved by the Special          
Committee.                                                                      

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SHARES ELIGIBLE FOR FUTURE SALE 

Immediately following completion of the Stock Offering there will be        
approximately 23,377,718 shares of Common Stock outstanding (25,252,718 shares  
if the Underwriters' over-allotment options are exercised in full), excluding   
(i) 8,072,307 shares of Common Stock (subject to certain adjustment) issuable   
upon conversion of Trump's and TTMI's limited partnership interest in THCR      
Holdings, (ii) the 66,666 shares of Common Stock underlying phantom stock       
units issued to the Chief Executive Officer of the Company, (iii) 133,333       
shares of Common Stock issuable upon exercise of options granted to the Chief   
Executive Officer of the Company pursuant to the 1995 Stock Plan (iv) an        
additional 933,334 shares of Common Stock reserved for issuance pursuant to     
the 1995 Stock Plan, (v) 1.8 million shares of Common Stock reserved for        
issuance in connection with the warrant to be issued Trump and (vi) the Class   
B Common Stock, which shares are not entitled to dividends or distributions     
and represent Trump's and TTMI's respective voting interest and become          
nonvoting to the extent of a conversion of Trump's and TTMI's respective        
interests in THCR Holdings. In the event that shares of Common Stock are        
issued in the Merger, the Company may reduce the size of the Stock Offering.    
Of the shares of Common Stock to be outstanding following consummation of the   
Merger Transaction, the shares to be sold in the Stock Offering and to be       
issued to First Fidelity (425,000 of the 500,000 shares of which will be        
subject to an agreement not to sell or otherwise dispose for 30 days without    
the prior written consent of DLJ), as well as the shares of Common Stock        
issued in the June 1995 Stock Offering, will be freely tradable without         
restriction (subject to any applicable lock-up) or future registration under    
the Securities Act unless acquired by an "affiliate" (as defined in the         
Securities Act) of the Company, which shares will be subject to resale          
limitations of Rule 144. The remaining 66,667 shares outstanding upon           
completion of the Stock Offering will not have been registered under the        
Securities Act and are Restricted Shares, except that such shares, the shares   
of Common Stock issuable upon conversion of Trump's and TTMI's limited          
partnership interest in THCR Holdings and the shares issuable under the         
warrant to be issued to Trump have or will have certain registration rights.    
See "Description of the THCR Holdings Partnership Agreement--Exchange and       
Registration Rights."                                                           

The 8,072,307 shares of Common Stock issuable upon conversion of limited    
partnership interest in THCR Holdings are restricted securities, and may not    
be resold except pursuant to an effective registration statement or an          
exemption from registration, such as Rule 144. The Company has granted certain  
registration rights with respect to such shares to the holders of limited       
partnership interests in THCR Holdings. See "Description of THCR Holdings       
Partnership Agreement--Exchange and Registration Rights."                       

In general, under Rule 144 as currently in effect, a person (or persons     
whose shares are aggregated) including an affiliate of the Company who has      
beneficially owned his or her Restricted Shares for at least two years from     
the later of the date such securities were acquired from the Company or (if     
applicable) the date they were acquired from an affiliate of the Company,       
would be entitled to sell within any three-month period a number of shares      
that does not exceed the greater of (i) one percent of the then outstanding     
shares of the Common Stock (approximately 233,777 shares of Common Stock        
immediately after the Stock Offering, or 252,527 shares assuming exercise of    
the Underwriters over-allotment option) and (ii) the average weekly trading     
volume of the Common Stock during the four calendar weeks preceding the date    
on which notice of the sale on Form 144 is filed with the SEC. Sales under      
Rule 144 are also subject to certain manner-of-sale provisions, notice          
requirements and the availability of current public information about the       
Company and certain other limitations and restrictions. Under Rule 144,         
however, a person who is deemed not to have been an affiliate of the Company    
at any time during the 90 days preceding a sale of Restricted Shares by such    
person, and who has beneficially owned such Restricted Shares for a minimum of  
three years from the later of the date such securities were acquired from the   
Company or an affiliate of the Company, such person is free to sell such        
shares in the public market under Rule 144(k) without regard to the volume,     
manner-of-sale and certain other limitations contained in Rule 144.             

The Company, certain stockholders and the directors and executive officers  
of the Company will agree not to sell or otherwise dispose of such shares or    
securities convertible into or exercisable or exchangeable for Common Stock     
for 180 days after the date of this Prospectus without the prior written        
consent of DLJ as the                                                           

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lead Underwriter of the Stock Offering. Upon expiration of the applicable       
lock-up period, the shares covered thereby will be eligible for sale subject    
to the restrictions contained in the Securities Act and the rules and           
regulations promulgated thereunder, including Rule 144.                         

Sales of substantial amounts of Common Stock in the public market may have  
an adverse impact on the market price of the shares and could make it more      
difficult for the Company to sell equity securities in the future at a time     
and place it deems appropriate.                                                 

SPECIAL TAX CONSIDERATIONS FOR FOREIGN SHAREHOLDERS 

The rules governing United States federal income taxation of non-resident   
alien individuals, foreign corporations, foreign partnerships and foreign       
trusts and estates (collectively, "Non-U.S. Shareholders") are complex, and     
the following discussion is intended only as a summary of such rules.           
Prospective Non-U.S. Shareholders should consult with their own tax advisers    
to determine the impact of federal, state and local income tax laws on an       
investment in the Company, including any reporting requirements, as well as     
the tax treatment of such an investment under their home country laws.          

In general, Non-U.S. Shareholders will be subject to regular United States  
federal income tax with respect to their investment in the Company if such      
investment is "effectively connected" with the Non-U.S. Shareholder's conduct   
of a trade or business in the United States. A corporate Non-U.S. Shareholder   
that receives income or gain from the sale or disposition of Common Stock that  
is (or is treated as) effectively connected with the conduct of a United        
States trade or business may also be subject to the branch profits tax under    
Section 884 of the Code, which is payable in addition to regular United States  
corporate income tax. The following discussion will apply to Non-U.S.           
Shareholders whose investment in the Company is not so effectively connected.   
The Company expects to withhold United States federal income tax, as described  
below, on the gross amount of any distributions paid to a Non-U.S. Shareholder  
unless (i) a lower treaty rate applies and the required form evidencing         
eligibility for that reduced rate is filed with the Company or (ii) the Non-    
U.S. Shareholder files an IRS Form 4224 with the Company, claiming that the     
distribution is "effectively connected" income.                                 

DIVIDENDS                                                                       

Generally, dividends paid by the Company will be subject to a United States 
withholding tax equal to 30% of the gross amount of the distribution unless     
such tax is reduced or eliminated by an applicable tax treaty. A distribution   
of cash in excess of the Company's earnings and profits will be treated first   
as a return of capital that will reduce a Non-U.S. Shareholder's basis in its   
shares of the Company's stock (but not below zero) and then as gain from the    
disposition of such shares, the tax treatment of which is described under the   
rules discussed below with respect to dispositions of shares. A Non-U.S.        
Shareholder will have to file refund claims to obtain a refund of tax withheld  
on distributions in excess of the dividend portion of any distribution.         

GAIN ON DISPOSITION                                                             

A Non-U.S. Shareholder will generally not be subject to United States       
federal income tax on gain recognized on a sale or other disposition of Common  
Stock unless (i) as noted above, the gain is effectively connected with the     
conduct of a trade or business within the United States by the Non-U.S.         
Shareholder, (ii) in the case of a Non-U.S. Shareholder who is a nonresident    
alien individual and holds the Common Stock as a capital asset, such holder is  
present in the United States for 183 or more days in the taxable year and       
certain other requirements are met or (iii) the Non-U.S. Shareholder is         
subject to tax under the United States real property holding company rules      
discussed below.                                                                

The Company may be, or may subsequently become, a United States real        
property holding company for United States federal income tax purposes because  
of its ownership of substantial real estate assets in the United                

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States. If the Company were to be treated as a United States real property      
holding company, then a Non-U.S. Shareholder who holds, directly or             
indirectly, more than 5% of Common Stock will be subject to United States       
federal income taxation on any gain realized from the sale or exchange of such  
stock, unless an exemption is provided under an applicable treaty.              

FEDERAL ESTATE TAXES                                                            

Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as specially defined for United States federal estate tax          
purposes) of the United States at the date of death will be included in such    
individual's estate for United States federal estate tax purposes, unless an    
applicable estate tax treaty provides otherwise.                                

INFORMATION REPORTING AND BACKUP WITHHOLDING                                    

Under temporary United States Treasury regulations, United States           
information reporting requirements and backup withholding tax will generally    
not apply to dividends paid on Common Stock to a Non-U.S. Shareholder at an     
address outside the United States. Payments by a United States office of a      
broker of the proceeds of a sale of Common Stock is subject to both backup      
withholding at a rate of 31% and information reporting unless the holder        
certifies its Non-U.S. Shareholder status under penalties of perjury or         
otherwise establishes an exemption. Information reporting requirements (but     
not backup withholding) will also apply to payments of the proceeds of sales    
of Common Stock by foreign offices of United States brokers or foreign brokers  
with certain types of relationships to the United States, unless the broker     
has documentary evidence in its records that the holder is a Non-U.S.           
Shareholder and certain other conditions are met, or the holder otherwise       
establishes an exemption.                                                       

Any amounts withheld under the backup withholding rules will be refunded or 
credited against the Non-U.S. Shareholder's United States federal income tax    
liability, provided that the required information is furnished to the Internal  
Revenue Service.                                                                

These information reporting and backup withholding rules are under review by
the United States Treasury and their application to Common Stock could be       
changed by future regulations.                                                  

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UNDERWRITING  

Subject to the terms and conditions contained in the Underwriting Agreement,
a syndicate of underwriters named below (the "Underwriters"), for whom          
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), Salomon Brothers   
Inc, BT Securities Corporation ("BT Securities") and Sands Brothers & Co.,      
Ltd. ("Sands Brothers") are acting as representatives (the "Representatives"),  
have severally agreed to purchase from the Company an aggregate of 12,500,000   
shares of Common Stock. The number of shares of Common Stock that each          
Underwriter has agreed to purchase is set forth opposite its name below.        

                                                                [Download Table]

                                                                     NUMBER  
UNDERWRITERS                                                       OF SHARES 
------------                                                       ----------
                                                                             
Donaldson, Lufkin & Jenrette Securities Corporation...............  2,703,750
Salomon Brothers Inc .............................................  2,703,750
BT Securities Corporation.........................................  2,703,750
Sands Brothers & Co., Ltd. .......................................    901,250
Bear, Stearns & Co. Inc. .........................................    155,000
Cowen & Company...................................................    155,000
Deutsche Morgan Grenfell/C.J. Lawrence Inc. ......................    155,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated................    155,000
Schroeder Wertheim & Co. Incorporated.............................    155,000
Advest, Inc. .....................................................     77,500
Arnhold and S. Bleichroeder, Inc. ................................     77,500
J. C. Bradford & Co. .............................................     77,500
J.W. Charles Securities, Inc. ....................................     77,500
The Chicago Corporation...........................................     77,500
Crowell, Weedon & Co. ............................................     77,500
Doft & Co., Inc. .................................................     77,500
Fahnestock & Co. Inc. ............................................     77,500
First Albany Corporation..........................................     77,500
First of Michigan Corporation.....................................     77,500
Furman Selz LLC...................................................     77,500
Gabelli & Company, Inc. ..........................................     77,500
Gruntal & Co., Incorporated.......................................     77,500
Interstate/Johnson Lane Corporation...............................     77,500
Janney Montgomery Scott Incorporated..............................     77,500
Johnston, Lemon & Co. Incorporated................................     77,500
Josephthal, Lyon & Ross, Inc. ....................................     77,500
Ladenburg, Thalmann & Co. Inc. ...................................     77,500
Legg Mason Wood Walker Incorporated...............................     77,500
McDonald & Company Securities, Inc. ..............................     77,500
NatCity Investments, Inc. ........................................     77,500
The Ohio Company..................................................     77,500
Parker/Hunter Incorporated........................................     77,500
Pennsylvania Merchant Group Ltd. .................................     77,500
Ragen MacKenzie Incorporated......................................     77,500
Raymond James & Associates, Inc. .................................     77,500
Roney & Co., LLC..................................................     77,500
Scott & Stringfellow, Inc. .......................................     77,500
The Seidler Companies Incorporated................................     77,500
Stifel, Nicolaus & Company, Incorporated..........................     77,500
Sutro & Co. Incorporated..........................................     77,500
Tucker Anthony Incorporated.......................................     77,500
Unterberg Harris..................................................     77,500
Wedbush Morgan Securities.........................................     77,500
Wheat, First Butcher Singer.......................................     77,500
                                                                   ----------
      Total....................................................... 12,500,000
                                                                   ==========

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The Underwriting Agreement provides that the obligations of the several     
Underwriters to pay for and accept delivery of the shares of Common Stock       
offered hereby are subject to approval of certain legal matters by counsel and  
to certain other conditions. The Underwriters are obligated to take and pay     
for all the shares of Common Stock offered hereby (other than in connection     
with the over-allotment option described below) if any are taken.               

The Representatives have advised the Company that the Underwriters propose  
to offer the shares of Common Stock directly to the public initially at the     
public offering price set forth on the cover page of this Prospectus and to     
certain dealers at such price less a concession not in excess of $1.00 per      
share. Any Underwriter may allow, and such dealers may reallow, a discount not  
in excess of $0.10 per share to any other Underwriter and to certain other      
dealers. After the initial public offering of the shares of Common Stock, the   
public offering price and other selling terms may be changed by the             
Representatives.                                                                

Pursuant to the Underwriting Agreement, the Company has granted to the      
Underwriters an option, exercisable for 30 days from the date hereof, to        
purchase up to an additional 1,875,000 shares of Common Stock at the public     
offering price less the underwriting discounts and commissions set forth on     
the cover page hereof. The Underwriters may exercise such option to purchase    
additional shares solely for the purpose of covering over-allotments, if any,   
made in connection with the sale of the shares of Common Stock offered hereby.  
To the extent such over-allotment option is exercised, each Underwriter will    
become obligated, subject to certain conditions, to purchase the same           
percentage of such additional shares as the number set forth next to such       
Underwriter's name in the preceding table bears to the total number of shares   
set forth on the cover page hereof.                                             

The Company, certain stockholders and the directors and officers of the     
Company will agree with the Underwriters not to offer, sell, grant any other    
option to purchase or otherwise dispose of, directly or indirectly, any shares  
of Common Stock or any securities convertible into or exercisable or            
exchangeable for or warrants, rights or options to acquire Common Stock or      
enter into any agreement to do any of the foregoing for a period of 180 days    
after the date of this Prospectus without the prior written consent of DLJ.     
First Fidelity will agree not to sell or otherwise dispose of 425,000 of the    
500,000 shares of Common Stock to be received by it for a period of 30 days     
after the date of this Prospectus without the prior written consent of DLJ.     

The Company and its direct and indirect subsidiaries have agreed to         
indemnify the Underwriters against certain liabilities, including liabilities   
under the Securities Act, or to contribute to payments the Underwriters may be  
required to make in respect thereof.                                            

Each of the Representatives from time to time performs investment banking   
and other financial services for the Company and its affiliates for which such  
Representatives receive advisory or transaction fees, as applicable, plus out-  
of-pocket expenses, of the nature and in amounts customary in the industry for  
such services. The Representatives (other than Sands Brothers) are also acting  
as the underwriters for the Mortgage Note Offering. In addition, DLJ has acted  
as the Company's financial advisor in connection with the Merger Transaction,   
for which services the Company has agreed to pay DLJ a customary fee for        
rendering a fairness opinion and a fee upon consummation of the Merger.         
Following consummation of the Merger Transaction, it is expected that an        
affiliate of DLJ will become a secured creditor of Trump in connection with a   
loan proposed to be made to Trump by such DLJ affiliate, for which it will      
receive a customary fee and reimbursement of its expenses. See "Risk Factors--  
Control and Involvement of Trump." Bankers Trust, an affiliate of BT            
Securities, is a significant secured creditor of Trump and certain of his       
affiliates other than the Company. Bankers Trust held a $500,000 unsecured      
demand note owed by Trump Indiana. Following demand by that lender, such        
amount was paid in full by Trump on June 6, 1995, and is now owed by Trump      
Indiana to Trump. In connection with the Merger Transaction, Bankers Trust      
will receive $10 million in respect to the Trump Indebtedness. In exchange for  
such payment, Bankers Trust will consent to the Merger Transaction and release  
its lien on Trump's direct and indirect equity interests in Taj Associates and  
related guarantees, and the pledge of the TTMI Note. Bankers Trust will also    
receive a pledge of Trump's and TTMI's interests in the Company and THCR        
Holdings to the extent that certain liens thereon are released. See             
"Business--Certain Indebtedness--Taj Associates--TTMI Note."                    

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LEGAL MATTERS 

Certain legal matters in connection with the securities offered hereby are  
being passed upon for the Company by Willkie Farr & Gallagher, New York, New    
York. Certain legal matters in connection with the securities offered hereby    
are being passed upon for the Underwriters by Skadden, Arps, Slate, Meagher &   
Flom, Los Angeles, California.                                                  

The statements as to matters of law and legal conclusions concerning New    
Jersey gaming laws included under the captions "Risk Factors--Strict            
Regulation by Gaming Authorities," and "Regulatory Matters" (other than the     
subcaption "Other Laws and Regulations") have been prepared by Sterns &         
Weinroth, Trenton, New Jersey, gaming counsel for the Company. Sterns &         
Weinroth offers no opinion and does not purport to opine on the application of  
federal securities laws and regulations or the securities laws and regulations  
of any state with respect to the securities offered hereby.                     

The statements as to matters of law and legal conclusions concerning Indiana
gaming laws included under the captions "Risk Factors--Strict Regulation by     
Gaming Authorities" and "Regulatory Matters" (other than the subcaption "Other  
Laws and Regulations") have been prepared by Tabbert Hahn & Zanetis, P.C.,      
Indianapolis, Indiana, gaming counsel for the Company. Tabbert Hahn & Zanetis,  
P.C. offers no opinion and does not purport to opine on the application of      
federal securities laws and regulations or the securities laws and regulations  
of any state with respect to the securities offered hereby.                     

EXPERTS 

The audited financial statements and schedules of Trump Hotels & Casino     
Resorts, Inc., Trump Atlantic City Associates and Trump Plaza Associates and    
Trump Taj Mahal Associates and Subsidiary included in this Prospectus and       
elsewhere in the Registration Statement have been audited by Arthur Andersen    
LLP, independent public accountants, as indicated in their reports with         
respect thereto, and are included herein in reliance upon the authority of      
said firm as experts in giving said reports.                                    

AVAILABLE INFORMATION 

The Company has filed with the office of the SEC in Washington, D.C. a      
Registration Statement on Form S-1 (the "Registration Statement") under the     
Securities Act, with respect to the securities offered hereby. This Prospectus  
does not contain all of the information set forth in the Registration           
Statement, certain portions of which have been omitted as permitted by the      
rules and regulations of the SEC. Such additional information can be inspected  
at, and obtained from, the SEC in the manner set forth below. For further       
information pertaining to the securities offered hereby and to the Company,     
reference is made to the Registration Statement, including the exhibits filed   
as parts thereof.                                                               

The Company, THCR Holdings, Plaza Associates, Taj Holding, Taj Funding and  
Taj Associates are, and Trump AC and Trump AC Funding will be, subject to the   
informational reporting requirements of the Securities Exchange Act of 1934,    
as amended (the "Exchange Act"), and, accordingly, have filed, and Trump AC     
and Trump AC Funding will file, reports and other information with the SEC.     
Reports, proxy statements and other information of the Company, THCR Holdings,  
Trump AC, Trump Atlantic City Funding, Plaza Associates, Taj Holding, Taj       
Funding and Taj Associates filed with the SEC, as well as the Registration      
Statement, are available for inspection and copying at the public reference     
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,          
Washington, DC 20549 and at certain regional offices of the SEC located at      
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,       
Illinois 60621-2511, and 7 World Trade Center, New York, New York 10048.        
Copies of such material can be obtained from the Public Reference Section of    
the SEC, 450 Fifth Street, N.W., Washington, DC 20549 at prescribed rates. It   
is expected that upon consummation of the Merger Transaction, Plaza             
Associates, Taj Holding, Taj Funding and Taj Associates will not be subject to  
the informational reporting requirements of the Exchange Act. The Common Stock  
is listed on the New York Stock Exchange, and reports and other information     
concerning the Company and THCR Holdings can be inspected at the offices of     
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.         

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INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                               
Trump Hotels & Casino Resorts, Inc.                                            
  Report of Independent Public Accountants................................  F-2
  Consolidated Balance Sheet as of December 31, 1995......................  F-3
  Consolidated Statement of Operations for the period from inception (June     
   12, 1995) through December 31, 1995....................................  F-4
  Consolidated Statement of Stockholders' Equity for the period from           
   inception (June 12, 1995) through December 31, 1995....................  F-5
  Consolidated Statement of Cash Flows for the period from inception (June     
   12, 1995) through December 31, 1995....................................  F-6
  Notes to Consolidated Financial Statements..............................  F-7
Trump Atlantic City Associates and Trump Plaza Associates                      
  Report of Independent Public Accountants................................ F-20
  Consolidated Balance Sheets as of December 31, 1994 and June 12, 1995... F-21
  Consolidated Statements of Operations for the years ended December 31,       
   1993 and 1994                                                               
   and for the period from January 1, 1995 through June 12, 1995.......... F-22
  Consolidated Statements of Capital (Deficit) for the years ended             
   December 31, 1993 and 1994                                                  
   and for the period from January 1, 1995 through June 12, 1995.......... F-23
  Consolidated Statements of Cash Flows for the years ended December 31,       
   1993 and 1994                                                               
   and for the period from January 1, 1995 through June 12, 1995.......... F-24
  Notes to Consolidated Financial Statements.............................. F-25
Trump Taj Mahal Associates and Subsidiary                                      
  Report of Independent Public Accountants................................ F-37
  Consolidated Balance Sheets as of December 31, 1994 and 1995............ F-38
  Consolidated Statements of Operations for the years ended December 31,       
   1993, 1994 and 1995.................................................... F-39
  Consolidated Statements of Capital (Deficit) for the years ended Decem-      
   ber 31, 1993, 1994                                                          
   and 1995............................................................... F-40
  Consolidated Statements of Cash Flows for the years ended December 31,       
   1993, 1994                                                                  
   and 1995............................................................... F-41
  Notes to Consolidated Financial Statements.............................. F-42

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Trump Hotels & Casino Resorts, Inc.:                                         

 We have audited the accompanying consolidated balance sheet of Trump Hotels &
Casino Resorts, Inc. (a Delaware Corporation) and Subsidiaries as of December   
31, 1995 and the related consolidated statements of operations, stockholders'   
equity and cash flows for the period from inception (June 12, 1995) through     
December 31, 1995. These consolidated financial statements are the              
responsibility of the management of Trump Hotels & Casino Resorts, Inc. Our     
responsibility is to express an opinion on these financial statements based on  
our audit.                                                                      

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of         
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audit provides a reasonable basis   
for our opinion.                                                                

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trump Hotels & Casino Resorts, 
Inc. and Subsidiaries as of December 31, 1995 and the results of their          
operations and their cash flows for the period from inception (June 12, 1995)   
through December 31, 1995, in conformity with generally accepted accounting     
principles.                                                                     

                       Arthur Andersen LLP

Roseland, New Jersey                                                            
February 21, 1996                                                               

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TRUMP HOTELS & CASINO RESORTS, INC. 
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995 

                                                                [Download Table]
                                                                                
                             ASSETS                                             
CURRENT ASSETS:                                                                 
  Cash & cash equivalents.......................................  $  19,208,000 
  Restricted cash (Note 8)......................................     12,013,000 
  Trade receivables, net of allowances for doubtful accounts of                 
   $8,077,000...................................................      7,576,000 
  Accounts receivable, other (Note 6)...........................      6,884,000 
  Inventories...................................................      2,609,000 
  Prepaid expenses and other current assets.....................      5,171,000 
                                                                  ------------- 
    Total current assets........................................     53,461,000 
                                                                  ------------- 
INVESTMENT IN BUFFINGTON HARBOR (Note 10).......................     21,823,000 
PROPERTY AND EQUIPMENT (Notes 4, 6 and 8):                                      
  Land and land improvements....................................     48,308,000 
  Buildings and building improvements...........................    350,366,000 
  Furniture, fixtures and equipment.............................     91,033,000 
  Leasehold improvements........................................      2,434,000 
  Construction in progress......................................     63,379,000 
  Less--accumulated depreciation and amortization...............   (147,289,000)
                                                                  ------------- 
    Net property and equipment..................................    408,231,000 
                                                                  ------------- 
CASH RESTRICTED FOR FUTURE CONSTRUCTION (Note 8)................     40,030,000 
LAND RIGHTS, net of accumulated amortization of $4,149,000 (Note                
 2).............................................................     29,320,000 
NOTE RECEIVABLE (Note 9)........................................      3,000,000 
DEFERRED LOAN COSTS, net of accumulated amortization of                         
 $5,827,000.....................................................     20,026,000 
OTHER ASSETS....................................................      8,654,000 
                                                                  ------------- 
    Total assets................................................  $ 584,545,000 
                                                                  ============= 
                     LIABILITIES & CAPITAL                                      
CURRENT LIABILITIES:                                                            
  Current maturities of long-term debt (Note 3).................  $   2,901,000 
  Accounts payable..............................................      9,478,000 
  Accrued payroll...............................................      6,815,000 
  Accrued interest payable .....................................      2,498,000 
  Due to affiliates (Note 8)....................................        278,000 
  Other accrued expenses........................................      6,924,000 
  Self insurance reserves.......................................      3,750,000 
  Other current liabilities.....................................      2,658,000 
                                                                  ------------- 
    Total current liabilities...................................     35,302,000 
NON-CURRENT LIABILITIES:                                                        
  Long-term debt, net of current maturities (Note 3)............    494,471,000 
  Deferred income taxes.........................................      4,181,000 
                                                                  ------------- 
    Total liabilities...........................................    533,954,000 
                                                                  ------------- 
COMMITMENTS AND CONTINGENCIES (Notes 6, 8 and 10)                               
STOCKHOLDERS' EQUITY                                                            
  Preferred Stock, $1.00 par value, 1,000,000 shares authorized,                
   none issued and outstanding..................................            --  
  Common Stock $.01 par value, 50,000,000 shares authorized,                    
   10,066,667 issued and outstanding............................        101,000 
  Class B Common Stock $.01 par value 1,000 shares authorized,                  
   issued and outstanding                                                   --  
  Additional paid-in capital....................................     52,411,000 
  Accumulated deficit...........................................     (1,921,000)
                                                                  ------------- 
    Total stockholders' equity..................................     50,591,000 
                                                                  ------------- 
    Total liabilities & stockholders' equity....................  $ 584,545,000 
                                                                  ============= 

The accompanying notes to financial statements are an integral part of this 
consolidated financial statement. 

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TRUMP HOTELS & CASINO RESORTS, INC. 
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (JUNE 12, 1995) THROUGH DECEMBER 31, 1995 

                                                                [Download Table]
                                                                               
REVENUES:                                                                      
  Gaming......................................................... $175,208,000 
  Rooms..........................................................   12,310,000 
  Food and Beverage..............................................   26,065,000 
  Other..........................................................    6,284,000 
                                                                  ------------ 
    Gross Revenues...............................................  219,867,000 
  Less--Promotional allowances...................................   24,394,000 
                                                                  ------------ 
    Net Revenues.................................................  195,473,000 
                                                                  ------------ 
COSTS AND EXPENSES:                                                            
  Gaming.........................................................   95,533,000 
  Rooms..........................................................    1,305,000 
  Food and Beverage..............................................   11,178,000 
  General and Administrative.....................................   42,826,000 
  Depreciation and Amortization..................................    9,219,000 
  Other..........................................................    1,966,000 
                                                                  ------------ 
                                                                   162,027,000 
                                                                  ------------ 
    Income from operations.......................................   33,446,000 
                                                                  ------------ 
NON-OPERATING INCOME AND (EXPENSES):                                           
  Interest income................................................    3,741,000 
  Interest expense...............................................  (35,014,000)
  Other non-operating expense....................................   (4,094,000)
                                                                  ------------ 
                                                                   (35,367,000)
                                                                  ------------ 
Net loss......................................................... $ (1,921,000)
                                                                  ============ 
Loss Per Share................................................... $       (.19)
                                                                  ============ 
Average Number of Shares Outstanding.............................   10,133,333 
                                                                  ============ 

The accompanying notes to financial statements are an integral part of this 
consolidated financial statement. 

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TRUMP HOTELS & CASINO RESORTS, INC. 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD FROM INCEPTION
(JUNE 12, 1995) THROUGH DECEMBER 31, 1995 

                                                        [Enlarge/Download Table]

                          NUMBER OF SHARES                                                   
                         ------------------           ADDITIONAL                             
                                    CLASS B            PAID IN     ACCUMULATED               
                           COMMON   COMMON   AMOUNT    CAPITAL       DEFICIT       TOTAL     
                         ---------- ------- -------- ------------  -----------  ------------ 
                                                                                             
Balance, June 12, 1995..             1,000  $    --  $(75,543,000) $       --   $(75,543,000)
Proceeds from issuance                                                                       
 of Common Stock........ 10,000,000    --    100,000  126,748,000          --    126,848,000 
Issuance of Stock Grant                                                                      
 Award..................     66,667    --      1,000      933,000          --        934,000 
Accretion of Phantom                                                                         
 Stock Units............        --     --        --       273,000          --        273,000 
Net Loss................        --     --        --           --    (1,921,000)   (1,921,000)
                         ----------  -----  -------- ------------  -----------  ------------ 
Balance, December 31,                                                                        
 1995................... 10,066,667  1,000  $101,000 $ 52,411,000  $(1,921,000) $ 50,591,000 
                         ==========  =====  ======== ============  ===========  ============ 

The accompanying notes to financial statements are an integral part of this 
consolidated financial statement. 

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TRUMP HOTELS & CASINO RESORTS, INC. 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JUNE 12, 1995) THROUGH DECEMBER 31, 1995 

                                                                [Download Table]
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
 Net loss....................................................... $  (1,921,000)
 Adjustments to reconcile net income to net cash flows used in                 
  operating activities:                                                        
  Non Cash Charges:                                                            
   Issuance of stock grant awards and phantom stock units.......     1,207,000 
   Depreciation and amortization................................     9,219,000 
   Accretion of discount on mortgage notes and amortization of                 
    loan costs..................................................       818,000 
   Provisions for losses on receivables.........................       559,000 
   Deferred income taxes........................................       161,000 
   Utilization of CRDA credits and donations....................       320,000 
   Valuation allowance of CRDA investments......................    (1,249,000)
                                                                 ------------- 
    Sub-total...................................................     9,114,000 
   Increase in receivables......................................    (1,722,000)
   Decrease in inventories......................................       815,000 
   Increase in advances from affiliates.........................       367,000 
   Decrease in other current assets.............................     6,518,000 
   Decrease in other assets.....................................       346,000 
   Decrease in accounts payable, accrued expenses, and other                   
    current liabilities.........................................    (5,123,000)
   Decrease in accrued interest payable.........................   (19,534,000)
                                                                 ------------- 
    Net cash flows used in operating activities.................    (9,219,000)
                                                                 ------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
 Purchase of property and equipment, net........................  (115,430,000)
 Restricted cash for short-term operating needs.................   (12,013,000)
 Cash restricted for future construction........................   (40,030,000)
 Purchase of CRDA investments...................................    (1,677,000)
 Investment in Buffington Harbor LLC............................   (21,823,000)
                                                                 ------------- 
    Net cash flows used in investing activities.................  (190,973,000)
                                                                 ------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
 Issuance of Common Stock, net..................................   126,848,000 
 Issuance of Senior Secured Notes, net..........................   144,258,000 
 Retirement of PIK Notes........................................   (81,746,000)
 Issuance of note receivable....................................    (3,000,000)
 Payment of current maturities of long term debt................    (4,186,000)
 Additional Borrowings..........................................     9,040,000 
                                                                 ------------- 
    Net cash flows provided by financing activities.............   191,214,000 
                                                                 ------------- 
Net decrease in cash and cash equivalents.......................    (8,978,000)
                                                                 ------------- 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................    28,186,000 
                                                                 ============= 
CASH AND CASH EQUIVALENTS AT DECEMBER 31, 1995.................. $  19,208,000 
                                                                 ============= 

The accompanying notes to financial statements are an integral part of this 
consolidated financial statement. 

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995 

(1) ORGANIZATION AND OPERATIONS                                                 

Trump Hotels & Casino Resorts, Inc. ("THCR"), which commenced operations on 
June 12, 1995, was formed on March 28, 1995 to own and operate the Trump Plaza  
Hotel and Casino ("Trump Plaza"), a luxury casino hotel located on The          
Boardwalk in Atlantic City, New Jersey. In addition, THCR, through Trump        
Indiana, Inc. ("Trump Indiana"), a wholly owned subsidiary of Trump Hotels &    
Casino Resorts Holdings, L.P. ("THCR Holdings"), approximately 60.2% owned by   
THCR , is in the process of developing a riverboat gaming facility at           
Buffington Harbor, Indiana (the "Indiana Riverboat"). THCR, through THCR        
Holdings and its subsidiaries, will be the exclusive vehicle through which      
Donald J. Trump ("Trump") will engage in new gaming activities in emerging or   
established gaming jurisdictions.                                               

The accompanying consolidated financial statements include those of THCR and
THCR Holdings and its subsidiaries, Trump Atlantic City Associates ("Trump      
AC"), Trump Indiana, Trump Plaza Funding, Inc. ("Plaza Funding") and Trump      
Plaza Holding, Inc. ("Plaza Holding Inc."). Trump AC is the parent of Trump     
Plaza Associates ("Plaza Associates"), which owns and operates Trump Plaza. All 
significant intercompany balances and transactions have been eliminated in the  
accompanying consolidated financial statements.                                 

On June 12, 1995, THCR completed a public offering of 10,000,000 shares of  
its common stock (the "THCR Common Stock") at $14.00 per share (the "June 1995  
Stock Offering") for gross proceeds of $140,000,000. Concurrently with the June 
1995 Stock Offering, THCR Holdings, together with its subsidiary, Trump Hotels  
& Casino Resorts Funding, Inc. ("THCR Funding"), issued 15 1/2% Senior Secured  
Notes due 2005 (the "Senior Notes") for gross proceeds of $155,000,000 (the     
"June 1995 Note Offering" and, together with the June 1995 Stock Offering, the  
"June 1995 Offerings"). THCR contributed the gross proceeds of the June 1995    
Stock Offering to THCR Holdings.                                                

Prior to the June 1995 Offerings, Trump was the sole stockholder of THCR and
sole beneficial owner of THCR Holdings. Concurrent with the June 1995           
Offerings, Trump contributed to THCR Holdings all of his beneficial interest in 
Plaza Associates, which consisted of all of the outstanding capital stock of    
Plaza Funding, a 99% equity interest in Trump AC and all of the outstanding     
capital stock of Plaza Holding Inc., which owns the remaining 1% equity         
interest in Trump AC. Trump also contributed all of his existing interests and  
rights to new gaming activities in both emerging and established gaming         
jurisdictions, including Trump Indiana but excluding his interests in the Trump 
Taj Mahal Casino Resort (the "Taj Mahal") and Trump's Castle Casino Resort, to  
THCR Holdings. In exchange for Trump's contributions to THCR Holdings, Trump    
received an approximately 39.8% limited partnership interest in THCR Holdings.  

 The proceeds of the June 1995 Stock Offering were contributed by THCR to THCR
Holdings in exchange for an approximate 60.2% general partnership interest in   
THCR Holdings.                                                                  

 Trump's limited partnership interest in THCR Holdings represents his economic
interest in the assets and operations of THCR Holdings. Accordingly, such       
limited partnership interest is convertible at Trump's option into 6,666,667    
shares of THCR Common Stock (subject to certain adjustments) representing       
approximately 39.8% of the outstanding shares of THCR Common Stock.             

Trump received shares of Class B Common Stock of THCR (the "THCR Class B    
Common Stock"). The THCR Class B Common Stock votes together with the THCR      
Common Stock as a single class on all matters submitted to stockholders of THCR 
for a vote or in respect of which consents are solicited (other than in         
connection with certain amendments to THCR's Amended and Restated Certificate   
of Incorporation). The number of votes represented by the THCR Class B Common   
Stock held by any holder is equal to the number of shares of THCR Common Stock  
issuable to the holder upon conversion of such holder's partnership interest in 
THCR Holdings into THCR Common Stock. Upon such conversion, the corresponding   
voting power of shares of THCR Class B Common Stock provides Trump with a       
voting                                                                          

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
interest in THCR which is proportionate to his equity interest in THCR          
Holdings' assets represented by his limited partnership interest. Except for    
the right to receive par value upon liquidation, the THCR Class B Common Stock  
has no right to receive any dividend or other distribution in respect of the    
equity of THCR. In addition, Trump has agreed to waive (except as set forth     
under the Amended and Restated Certificate of Incorporation of THCR) state law  
rights to vote the THCR Class B Common Stock as a separate class in the event   
of merger or sale of substantial assets.                                        

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

ORGANIZATION AND BASIS OF PRESENTATION                                        

THCR, through its subsidiaries operates, Trump Plaza, a luxury casino hotel,
located on The Boardwalk in Atlantic City which provides high quality amenities 
and services to its casino patrons and hotel guests. A substantial portion of   
Trump Plaza's revenues are derived from its gaming operations and in the past   
Trump Plaza has targeted the higher-end drive-in slot customer. Competition in  
the Atlantic City casino total market is intense and management believes that   
this competition will continue as more casinos are opened and new entrants into 
the gaming industry become operational.                                         

 The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions     
that affect the reported amounts of assets and liabilities and disclosure of    
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates.                               

REVENUE RECOGNITION                                                           

Gaming revenues represent the net win from gaming activities which is the   
difference between amounts wagered and amounts won by patrons. Revenues from    
hotel and other services are recognized at the time the related service is      
performed.                                                                      

THCR provides an allowance for doubtful accounts arising from casino, hotel 
and other services, which is based upon a specific review of certain            
outstanding receivables as well as historical collection information. In        
determining the amount of the allowance, management is required to make certain 
estimates and assumptions regarding the timing and amount of collection. Actual 
results could differ from those estimates and assumptions.                      

PROMOTIONAL ALLOWANCES                                                        

The retail value of accommodations, food, beverage and other services       
provided to customers without charge is included in gross revenue and deducted  
as promotional allowances. The estimated departmental costs of providing such   
promotional allowances are included in gaming costs and expenses as follows:    

                                                                [Download Table]

                                                                   FROM    
                                                                INCEPTION  
                                                                    TO     
                                                               DECEMBER 31,
                                                                   1995    
                                                               ------------
                                                                           
Rooms......................................................... $ 3,075,000 
Food and Beverage.............................................  10,301,000 
Other.........................................................   2,574,000 
                                                               ----------- 
                                                               $15,950,000 
                                                               =========== 

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
INVENTORIES                                                                   

Inventories of provisions and supplies are carried at the lower of cost     
(weighted average) or market.                                                   

PROPERTY AND EQUIPMENT                                                        

 Property and equipment is carried at cost and is depreciated on the straight-
line method using rates based on the following estimated useful lives:          

                                                                [Download Table]
                                                                           
Buildings and building improvements............................    40 years
Furniture, fixtures and equipment..............................  3-10 years
Leasehold improvements......................................... 10-40 years

Interest of $88,000 associated with borrowings used to finance construction 
projects has been capitalized and is being amortized over the estimated useful  
lives of the assets.                                                            

LAND RIGHTS                                                                   

Land rights represent the fair value of such rights at the time of          
contribution to Plaza Associates by the Trump Plaza Corporation, an affiliate   
of the Plaza Associates. These rights are being amortized over the period of    
the underlying operating leases which extend through 2078.                      

LONG LIVED ASSETS                                                             

 During 1995, THCR adopted the provisions of Statement of Financial Accounting
Standard No. 121 "Accounting for the Impairment of Long-Lived Assets" ("SFAS    
No. 121"). SFAS No. 121 requires, among other things, that an entity review its 
long-lived assets and certain related intangibles for impairment whenever       
changes in circumstances indicate that the carrying amount of an asset may not  
be fully recoverable. Impairment of long-lived assets exist, if, at a minimum,  
the future expected cash flows (undiscounted and without interest charges) from 
an entity's operations are less than the carrying value of these assets. As a   
result of its review, THCR does not believe that any impairment exists in the   
recoverability of its long-lived assets.                                        

INCOME TAXES                                                                  

Income taxes are recorded under the provision of Statement of Financial     
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109").   
SFAS No. 109 requires recognition of deferred tax liabilities and assets for    
the expected future tax consequences of events that have been included in the   
financial statements or tax returns. Under this method, deferred tax            
liabilities and assets are determined based on the difference between the       
financial statement and the tax basis of assets and liabilities using enacted   
tax rates in effect for the year in which the differences are expected to       
reverse.                                                                        

 Under the New Jersey Casino Control Commission (the "CCC") regulations, Plaza
Associates is required to file a New Jersey corporation business tax return. As 
of December 31, 1995, Trump AC and Plaza Associates has state tax net operating 
loss carryforwards of approximately $31,000,000 which are available to offset   
future state taxable income. Such carryforwards expire from 1997 to 2001. The   
net operating loss carryforwards result in a deferred tax asset of $2,800,000   
which has been offset by a valuation allowance of $2,800,000 as utilization of  
such carryforwards is not considered to be more likely than not.                

Plaza Associates' deferred state income taxes result primarily from         
differences in the timing of reporting depreciation for tax and financial       
statement purposes.                                                             

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 

STATEMENT OF CASH FLOWS                                                       

 For purposes of the statement of cash flows, THCR considers all highly liquid
debt instruments purchased with a maturity of three months or less at the time  
of acquisition to be cash equivalents. The following supplemental disclosures   
are made to the statements of cash flows.                                       

                                                                [Download Table]

                                                                  1995    
                                                               -----------
                                                                          
Cash paid during the year for interest........................ $48,786,000
                                                               ===========
Cash paid for state and Federal income taxes.................. $       -- 
                                                               ===========

EARNINGS PER SHARE                                                            

Earnings per share is based on the weighted average number of shares of     
common stock and common stock equivalents outstanding (unless antidilutive),    
including shares granted to the President, Chief Executive Officer and Chief    
Financial Officer (See Note 5). The shares of the THCR Class B Common Stock     
owned by Trump have no economic interest and are therefore not considered in    
the calculation of weighted average shares outstanding. Stock options have not  
been considered since their effect would be antidilutive.                       

MINORITY INTEREST                                                             

As there is no minority interest basis in THCR Holdings as of December 31,  
1995, no benefit relating to minority interest in THCR Holdings' loss has been  
reflected.                                                                      

(3) LONG-TERM DEBT                                                              

Long-term debt consists of the following:                                   

                                                                [Download Table]

                                                                DECEMBER 31,
                                                                    1995    
                                                                ------------
                                                                            
10 7/8% Mortgage Notes due 2001 net of unamortized discount of              
 $3,348,000 (A)...............................................  $326,652,000
15 1/2% Senior Secured Notes due 2005 (B).....................   155,000,000
Mortgage notes payable (C)....................................     2,953,000
Other (D).....................................................    12,767,000
                                                                ------------
                                                                 497,372,000
Less--Current maturities......................................     2,901,000
                                                                ------------
                                                                $494,471,000
                                                                ============

---------------------                                                           
(A) On June 25, 1993, Plaza Funding issued $330,000,000 principal amount of 
 10 7/8% Mortgage Notes, due 2001 (the "Plaza Notes"), net of discount
   of $4,313,000 and loaned the proceeds to Plaza Associates. Net proceeds
  of the offering were used to redeem all of Plaza Funding's outstanding
   $225,000,000 principal amount 12% Mortgage Bonds, due 2002 and together
with other funds (see (B)) to redeem all of Plaza Funding's stock   
units, comprised of $75,000,000 liquidation preference participating
  cumulative redeemable Preferred Stock with associated shares of Common
Stock, to repay $17,500,000 principal amount 9.14% Regency Notes due
2003, to make a portion of a distribution to Trump to pay certain   
personal indebtedness, and to pay transaction expenses.             

The Plaza Notes mature on June 15, 2001 and are redeemable at any time  
on or after June 15, 1998, at the option of Plaza Funding or Plaza      
Associates in whole or in part, at the principal amount plus a premium  
which declines ratably each year to zero in the year of maturity. The   
Plaza Notes bear interest at the stated rate of 10 7/8% per annum from  
the date of issuance, payable semi-annually                             

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
on each June 15 and December 15, commencing December 15, 1993 and are   
secured by substantially all of Plaza Associates' assets. The           
accompanying consolidated financial statements reflect interest expense 
at the effective interest rate of 11.12% per annum.                     

The indenture governing the Plaza Notes (the "Plaza Note Indenture")    
contains certain covenants limiting the ability of Plaza Associates to  
incur indebtedness, including indebtedness secured by liens on Trump    
Plaza. In addition, Plaza Associates may, under certain circumstances,  
incur up to $25,000,000 of indebtedness to finance the expansion of its 
facilities, which indebtedness may be secured by a lien on Trump Plaza  
East (see Note 6) senior to the liens of one of the Plaza Mortgages     
(the "Plaza Note Mortgage") and another of the Plaza Mortgages (the     
"Plaza Guarantee Mortgage"). The Plaza Notes represent the senior       
indebtedness of Plaza Funding. The note from Plaza Associates to Plaza  
Funding in the same principle amount of the Plaza Notes (the "Plaza     
Associates Note") and the guarantee of the Plaza Notes (the "Plaza      
Guarantee") rank pari passu in right of payment with all existing and   
future senior indebtedness of Plaza Associates.                         

The Plaza Notes, the Plaza Associates Note, the Plaza Note Mortgage,    
the Plaza Guarantee and the Plaza Guarantee Mortgage are non-recourse   
to the partners of Plaza Associates, to the shareholders of Plaza       
Funding and to all other persons and entities (other than Plaza Funding 
and Plaza Associates), including Trump. Upon an event of default,       
holders of the Plaza Notes would have recourse only to the assets of    
Plaza Funding and Plaza Associates.                                     

(B) On June 12, 1995, THCR Holdings and THCR Funding issued $155,000,000    
principal amount of Senior Notes. The Senior Notes are redeemable in
cash at the option of THCR Holdings and THCR Funding, in whole or in
part, at any time on or after June 15, 2000 at redemption prices, as
   defined. Interest on these notes is payable semi-annually in arrears on
   June 15 and December 15 of each year, commencing December 15, 1995, and
  are secured by substantially all of the assets of THCR Holdings. Costs
associated with the issuance of these notes totalling approximately 
   $10,742,000 have been deferred and are being amortized over the life of
the Senior Notes.                                                   

(C) Interest on these notes are payable with interest rates ranging from    
10.0% to 11.0%. The notes are due at various dates between 1996 and 
1998 and are secured by real property.                              

The aggregate maturities of long-term debt in each of the years         
subsequent to 1995 are:                                                 

                                                                [Download Table]
                                                                        
1996.................................................... $  2,901,000   
1997....................................................    4,503,000   
1998....................................................    1,196,000   
1999....................................................      274,000   
2000....................................................       96,000   
Thereafter..............................................  491,750,000(1)
                                                         ------------   
                                                         $500,720,000   
                                                         ============   

---------------------                                                   
(1) Includes accretion to maturity of $3,348,000. However, this does    
 not give effect to the proposed Merger Transaction (See Note 12).

(D) Interest on these notes and leases are payable with interest rates      
ranging from 7.9% to 13.5%. The notes and leases are due at various 
dates between 1996 and 2000 and are secured by equipment.           

The ability of Plaza Associates and Plaza Funding to repay their long-  
term debt when due will depend on their ability to either generate cash 
from operations sufficient for such purposes or to refinance such       
indebtedness. Management does not currently anticipate that cash flow   
will be sufficient and that repayment will likely depend upon the       
ability to refinance such indebtedness. The future operating            
performance and the ability to refinance such indebtedness will be      
subject to the then prevailing economic conditions, industry conditions 
and numerous other financial, business                                  

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
and other factors, many of which are beyond the control of Plaza        
Funding or Plaza Associates. There can be no assurance that the future  
operating performance of Plaza Associates will be sufficient to meet    
these repayment obligations or that the general state of the economy,   
the status of the capital markets generally or the receptiveness of the 
capital markets to the gaming industry will be conducive to refinancing 
or other attempts to raise capital.                                     

(4) LEASES                                                                      

THCR leases property (primarily land), certain parking space, and various   
equipment under operating leases. Rent expense for 1995 was $2,751,000, of      
which $1,275,000 was paid to affiliates of Plaza Associates.                    

 Future minimum lease payments under the noncancelable operating leases are as
follows:                                                                        

                                                                [Download Table]

                                                                 AMOUNTS   
                                                               RELATING TO 
                                                     TOTAL      AFFILIATES 
                                                  ------------ ------------
                                                                           
1996............................................. $  7,013,000 $  2,450,000
1997.............................................    7,015,000    2,494,000
1998.............................................    5,370,000    2,494,000
1999.............................................    3,649,000    2,450,000
2000.............................................    3,647,000    2,525,000
Thereafter.......................................  484,507,000  404,925,000
                                                  ------------ ------------
                                                  $511,201,000 $417,338,000
                                                  ============ ============

Certain of these leases contain options to purchase the leased properties at
various prices throughout the leased terms.                                     

In October 1993, Plaza Associates assumed the lease to Trump of Trump Plaza 
East (the "Trump Plaza East Lease") and related expenses which are included in  
the above lease commitment amounts. On June 25, 1993, Plaza Associates acquired 
a five-year option to purchase Trump Plaza East (See Note 6).                   

(5) STOCK INCENTIVE PLAN                                                        

In connection with the June 1995 Offerings, the Board of Directors of THCR  
(the "Board of Directors") adopted the 1995 Stock Incentive Plan (the "1995     
Stock Plan"). Pursuant to the 1995 Stock Plan, directors, employees and         
consultants of THCR and certain of its subsidiaries and affiliates who have     
been selected as participants are eligible to receive awards of various forms   
of equity-based incentive compensation, including stock options, stock          
appreciation rights, stock bonuses, restricted stock awards, performance units  
and phantom stock, and awards consisting of combinations of such incentives.    
The 1995 Stock Plan is administered by a committee appointed by the Board of    
Directors (the "Stock Incentive Plan Committee").                               

Options granted under the 1995 Stock Plan may be incentive stock options    
("ISO"), within the meaning of Section 422 of the Internal Revenue Code of      
1986, as amended (the "Code"), or nonqualified stock options ("NQSOs"). The     
vesting, exercisability and exercise price of the options are determined by the 
Stock Incentive Plan Committee when the options are granted, subject to a       
minimum price, in the case of ISOs, of the Fair Market Value (as defined in the 
1995 Stock Plan) of THCR Common Stock on the date of the grant and a minimum    
price, in the case of NQSOs, of the par value of THCR Common Stock.             

 The 1995 Stock Plan permits the Stock Incentive Plan Committee to grant stock
appreciation rights ("SARs") either alone or in connection with an option. An   
SAR granted as an alternative or a supplement to                                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
a related stock option will entitle its holder to be paid an amount equal to    
the fair market value of THCR Common Stock subject to the SAR on the date of    
exercise of the SAR, less the exercise price of the related stock option or     
such other price as the Stock Incentive Plan Committee may determine at the     
time of the grant of the SAR (which may not be less than the lowest price which 
the Stock Incentive Plan Committee may determine under the 1995 Stock Plan for  
such stock option).                                                             

The 1995 Stock Plan also provides that phantom stock and performance unit   
awards may be settled in cash, at the discretion of the Stock Incentive Plan    
Committee and if indicated in the applicable award agreement, on each date on   
which shares of THCR Common Stock covered by the awards would otherwise have    
been delivered or become unrestricted, in an amount equal to the fair market    
value of the shares on such date.                                               

 Subject to adjustment in the event of changes in the outstanding stock or the
capital structure of THCR, THCR has reserved 1,000,000 shares of THCR Common    
Stock for issuance under the 1995 Stock Plan.                                   

In connection with the June 1995 Offerings, the Stock Incentive Plan        
Committee granted to the President, Chief Executive Officer and Chief Financial 
Officer of THCR a stock bonus award of 66,667 shares of THCR Common Stock under 
the 1995 Stock Plan, which was fully vested upon issuance. Compensation expense 
of approximately $934,000 associated with the stock bonus award is reflected in 
the accompanying statement of operations of THCR. A phantom stock unit award    
was also issued to the President, Chief Executive Officer and Chief Financial   
Officer of THCR. This award entitles the President, Chief Executive Officer and 
Chief Financial Officer of THCR to receive 66,667 shares of THCR Common Stock   
two years following such award, subject to certain conditions. The compensation 
expense associated with the phantom stock award is approximately $933,000 and   
this amount is being amortized over the two-year vesting period and was         
approximately $273,000 for the period from inception to December 31, 1995. The  
President, Chief Executive Officer and Chief Financial Officer of THCR also     
received an award of NQSOs for the purchase of 133,333 shares of THCR Common    
Stock, subject to certain conditions (including vesting at a rate of 20% per    
year over a five-year period). The options have an exercise price of $14.00 per 
share.                                                                          

In 1995, the Financial Accounting Standards Board issued Statement of       
Financial Accounting Standards No. 123 "Accounting for Stock Based              
Compensation." The new standard specifies permissible methods of valuing        
compensation attributable to stock options as well as certain required          
disclosures. THCR is required to adopt the new standard no later than December  
31, 1996. THCR has not yet determined which method it will follow for measuring 
compensation cost attributable to stock options or the impact of the new        
standard on its consolidated financial statements.                              

(6) COMMITMENTS AND CONTINGENCIES                                               

CASINO LICENSE RENEWAL                                                        

The operation of an Atlantic City hotel and casino is subject to significant
regulatory controls which affect virtually all of its operations. Under the New 
Jersey Casino Control Act (the "Casino Control Act"), Plaza Associates is       
required to maintain certain licenses.                                          

In June 1995, the CCC renewed Plaza Associates, license to operate Trump    
Plaza. This license must be renewed in June 1999, is not transferable and will  
require a determination of the financial stability of Plaza Associates. Upon    
revocation, suspension for more than 120 days, or failure to renew the casino   
license, the Casino Control Act provides for the mandatory appointment of a     
conservator to take possession of the hotel and casino's business and property, 
subject to all valid liens, claims and encumbrances.                            

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
LEGAL PROCEEDINGS                                                             

THCR and certain of its employees, have been involved in various legal      
proceedings. In general, THCR has agreed to indemnify such persons against any  
and all losses, claims, damages, expenses (including reasonable costs,          
disbursements and counsel fees) and liabilities (including amounts paid or      
incurred in satisfaction of settlements, judgements, fines and penalties)       
incurred by them in said legal proceedings.                                     

Various legal proceedings are now pending against THCR. THCR considers all  
such proceedings to be ordinary litigation incident to the character of its     
business. THCR believes that the resolution of these claims will not,           
individually or in the aggregate, have a material adverse effect on its         
financial condition or results of operations.                                   

Plaza Associates is also a party to various administrative proceedings      
involving allegations that it has violated certain provisions of the Casino     
Control Act. THCR believes that the final outcome of these proceedings will     
not, either individually or in the aggregate, have a material adverse effect on 
its financial condition, results of operations or on the ability of Plaza       
Associates to otherwise retain or renew any casino or other licenses required   
under the Casino Control Act for the operation of Trump Plaza.                  

SELF INSURANCE RESERVES                                                       

Self insurance reserves represent the estimated amount of uninsured claims  
related to employee health medical costs, workmen's compensation and personal   
injury claims that have occurred in the normal course of business. These        
reserves are established by management based upon a specific review of open     
claims, with consideration of incurred but not reported claims as of the        
balance sheet date. Actual results may differ from these reserve amounts.       

CASINO REINVESTMENT DEVELOPMENT AUTHORITY OBLIGATIONS                         

Pursuant to the provisions of the Casino Control Act, Plaza Associates,     
commencing in 1991 after the date of opening of Trump Plaza in May 1984, and    
continuing for a period of thirty years thereafter, must either obtain          
investment tax credits (as defined in the Casino Control Act), in an amount     
equivalent to 1.25% of its gross casino revenues, or pay an alternative tax of  
2.5% of its gross casino revenues, (as defined in the Casino Control Act).      
Investment tax credits may be obtained by making qualified investments or by    
depositing funds which may be converted to bonds by the Casino Reinvestment     
Development Authority (the "CRDA"), both of which bear interest at below market 
interest rates. Plaza Associates is required to make quarterly deposits with    
the CRDA based on 1.25% of its gross revenue. For the period from inception     
(June 12, 1995) through December 31, 1995, THCR charged to operations $670,000, 
to give effect to the below market interest rates associated with CRDA bonds    
that have either been issued or are expected to be issued from funds deposited. 
Additionally, for the period from inception (June 12, 1995) through December    
31, 1995, THCR credited operations for $1,737,000 resulting from the recapture  
of the valuation allowance on the CRDA receivable. Bonds issued by the CRDA     
will be accounted for under SFAS No. 121, as such bonds are not marketable.     

In connection with Trump Plaza East (see below), the CRDA has approved the  
use of up to $14,135,000 in deposits made by Plaza Associates for site          
improvements. At December 31, 1995, Plaza Associates has recorded a receivable  
from the CRDA of $6,022,000 which is included in Accounts Receivable, Other. A  
lawsuit has been filed to prevent the CRDA from returning to Plaza Associates   
such deposits. Although the court has ruled that such deposits cannot be        
returned, Plaza Associates has appealed this decision. Management believes that 
this decision will be overturned. In the event that the decision is not         
overturned, the receivable will be reclassified as a CRDA deposit and a charge  
to operations of approximately $2,000,000 would be required to reestablish the  
valuation allowance.                                                            

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 

CONCENTRATIONS OF CREDIT RISKS                                                

In accordance with casino industry practice, Plaza Associates extends credit
to a limited number of casino patrons, after extensive background checks and    
investigations of credit worthiness. At December 31, 1995, approximately 27%    
of Plaza Associates' casino receivables (before allowances) were from           
customers whose primary residence is outside the United States with no          
significant concentration in any one foreign country.                           

TRUMP PLAZA EAST                                                              

In 1993, Plaza Associates received the approval of the CCC, subject to      
certain conditions, for the expansion of its hotel facilities at Trump Plaza    
East. On June 24, 1993, in connection with the 1993 refinancing of Trump        
Plaza, (i) Trump transferred title to Trump Plaza East to Missouri Boardwalk,   
Inc. ("Boardwalk"), a wholly owned subsidiary of Midlantic National Bank        
("Midlantic"), in exchange for a reduction in indebtedness to Midlantic in an   
amount equal to the sum of the fair market value of Trump Plaza East and all    
rent payments made to Boardwalk by Trump under the Trump Plaza East Lease,      
(ii) Boardwalk leased Trump Plaza East to Trump under the Trump Plaza East      
Lease for a term of five years, which expires on June 30, 1998, during which    
time Trump was obligated to pay Boardwalk $260,000 per month in lease           
payments, and (iii) Plaza Associates acquired a five-year option to purchase    
Trump Plaza East (the "Trump Plaza East Purchase Option"). In October 1993,     
Plaza Associates assumed the Trump Plaza East Lease and related expenses. In    
addition, Plaza Associates has a right of first refusal (the "Right of First    
Offer") upon any proposed sale of all or any portion of the fee interest in     
Trump Plaza East during the term of the Trump Plaza East Purchase Option.       
Acquisition of Trump Plaza East by Plaza Associates would under certain         
circumstances (provided there are no events of default under the Trump Plaza    
East Lease or the Trump Plaza East Purchase Option and provided that certain    
other events had not theretofore or do not thereafter occur) discharge Trump's  
obligation to Midlantic in full.                                                

Until such time as the Trump Plaza East Purchase Option is exercised or     
expires, Plaza Associates will be obligated, from and after the date it         
entered into the Trump Plaza East Purchase Option, to pay the net expenses      
associated with Trump Plaza East. During 1995, THCR incurred approximately      
$2,340,000 of such expenses of which $2,045,000 are included in non-operating   
expenses in the accompanying consolidated financial statements. Under the       
Trump Plaza East Purchase Option, Plaza Associates has the right to acquire     
Trump Plaza East for a purchase price of $28,000,000 through 1996, increasing   
by $1,000,000 annually thereafter until expiration on June 30, 1998. The CCC    
has required that Plaza Associates exercise the Trump Plaza East Purchase       
Option or its right of first refusal no later than July 1, 1996.                

If Plaza Associates defaults in making payments due under the Trump Plaza   
East Purchase Option, Plaza Associates would be liable to the lender for the    
sum of (a) the present value of all remaining payments to be made by Plaza      
Associates pursuant to the Trump Plaza East Purchase Option during the term     
thereof and (b) the cost of demolition of all improvements then located on      
Trump Plaza East.                                                               

Plaza Associates has commenced construction at Trump Plaza East pursuant to 
rights granted to Plaza Associates by its lessor. Plaza Associates has          
received approximately $1,519,000 in CRDA credit as of December 31, 1995. As    
of December 31, 1995, Plaza Associates had capitalized approximately            
$35,700,000 in construction costs related to Trump Plaza East including a       
$1,000,000 consulting fee paid to Trump (See Note 8). Plaza Associates'         
ability to acquire Trump Plaza East pursuant to the Trump Plaza East Purchase   
Option is dependent upon its ability to obtain financing to acquire the         
property. The ability to incur such indebtedness is restricted by the Plaza     
Note Indenture. Plaza Associates' ability to purchase Trump Plaza East is       
dependent upon its ability to use existing cash on hand and generate cash flow  
from operations sufficient to fund development costs. No assurance can be       
given that such cash on hand will be available to                               

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
Plaza Associates for such purposes or that it will be able to generate          
sufficient cash flow from operations. In connection with the Merger Transaction 
(as defined) (See Note 12), Plaza Associates expects to exercise the Trump      
Plaza East Purchase Option.                                                     

The accompanying consolidated financial statements do not include any       
adjustments that may be necessary should Plaza Associates be unable to exercise 
the Trump Plaza East Purchase Option.                                           

(7) EMPLOYEE BENEFIT PLANS                                                      

Plaza Associates has a retirement savings plan (the "Plan") for its nonunion
employees under Section 401(k) of the Internal Revenue Code. Employees are      
eligible to contribute up to 15% of their earnings to the Plan and Plaza        
Associates will match 50% of an eligible employee's contributions up to a       
maximum of 4% of the employee's earnings. In connection with this Plan, THCR    
recorded charges of $410,000 in 1995.                                           

Plaza Associates provides no other material post-retirement or post-        
employment benefits.                                                            

(8) TRANSACTIONS WITH AFFILIATES                                                

DUE TO/FROM AFFILIATES                                                        

Plaza Associates leases warehouse facility space to Trump's Castle          
Associates. Lease payments of $4,000 were received from Trump's Castle          
Associates in 1995.                                                             

Plaza Associates leases two parcels of land under long-term ground leases   
from Seashore Four Associates and Trump Seashore Associates. In 1995, THCR      
expensed $553,000 to Seashore Four Associates and paid $723,000 to Trump        
Seashore Associates.                                                            

SERVICES AGREEMENT                                                            

Pursuant to the terms of a services agreement with Trump Plaza Management   
Corp. ("TPM"), a corporation beneficially owned by Trump, in consideration for  
services provided, Plaza Associates pays TPM each year an annual fee of         
$1,000,000 in equal monthly installments and reimburses TPM on a monthly basis  
for all reasonable out-of-pocket expenses incurred by TPM in performing its     
obligations under such services agreement, up to certain amounts. Under this    
agreement, THCR charged approximately $718,000 to expense in 1995.              

EXECUTIVE AGREEMENT                                                           

Trump serves as the Chairman of the Board of Directors pursuant to an       
Executive Agreement entered into between Trump, THCR and THCR Holdings (the     
"Executive Agreement"). In consideration for Trump's services under the         
Executive Agreement, Trump receives a salary of $1,000,000 per year, payable in 
equal monthly installments.                                                     

EMPLOYMENT AGREEMENT                                                          

 Nicholas L. Ribis ("Ribis"), the President, Chief Executive Officer and Chief
Financial Officer of THCR entered into a five-year employment agreement (the    
"Revised Ribis Agreement") with THCR and THCR Holdings on June 12, 1995.        
Pursuant to the Revised Ribis Agreement, Ribis shall be employed as the         
President and Chief Executive Officer of THCR and Chief Executive Officer of    
THCR Holdings and shall receive a base salary of $907,500 annually.             

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 
RESTRICTED CASH                                                               

 As a condition to the June 1995 Note Offering, THCR Holdings and THCR Funding
entered into a Cash Collateral and Disbursement Agreement (the "Cash Collateral 
Agreement") with First Bank National Association in its respective capacities   
as Trustee and Disbursement Agent (each as defined therein). The Cash           
Collateral Agreement called for initial deposits to custodial accounts which    
are restricted in use for (a) Trump Indiana for the ship and land projects, (b) 
Trump Plaza construction projects, including the exercise of the option (the    
"Trump World's Fair Purchase Option") to purchase the former Trump Regency      
Hotel ("Trump World's Fair") and construction projects at Trump Plaza East and  
Trump World's Fair, and (c) the first two interest payments on the Senior       
Notes. As of December 31, 1995, $12,013,000 is restricted for the 1996 interest 
payment on the Senior Notes and is reflected as Restricted Cash in the          
accompanying balance sheet. The balance of funds restricted for Trump Indiana,  
Trump Plaza East and Trump World's Fair is approximately $40,030,000, at        
December 31, 1995, and is reflected as Restricted Cash for Future Construction  
in the accompanying balance sheet.                                              

TRUMP WORLD'S FAIR                                                            

Under an Option Agreement with Chemical Bank ("Chemical"), Trump had an     
option to purchase (i) Trump World's Fair (including the land, improvements and 
personal property used in the operation of the hotel) and (ii) certain          
promissory notes made by Trump and/or certain of his affiliates and payable to  
Chemical (the "Chemical Notes") which are secured by certain real estate assets 
located in New York, unrelated to Plaza Associates. In connection with such     
Option Agreement, Trump assigned his rights to Plaza Associates.                

On June 12, 1995, the Trump World's Fair Purchase Option was exercised. The 
option price of $60,000,000 was funded with $58,150,000 from the capital        
contributed by THCR Holdings (See Note 1), and $1,850,000 of option payments    
made by Plaza Associates.                                                       

(9) NOTE RECEIVABLE                                                             

Prior to consummation of the June 1995 Offerings, Trump incurred $3,000,000 
relating to expenditures for the development of Trump Indiana and other gaming  
ventures. Concurrently with the June 1995 Offerings, THCR Holdings loaned Trump 
$3,000,000 and Trump issued to THCR Holdings a five-year promissory note (the   
"Trump Note") bearing interest at a fixed rate of 10% per annum, payable        
annually. The Trump Note will be automatically canceled in the event that at    
any time during the period defined in the Trump Note, the THCR Common Stock     
trades at a price per share equal to or greater than the prices set forth in    
the Trump Note (subject to adjustment in certain circumstances). During the     
period from inception to December 31, 1995, the trading price of the THCR       
Common Stock did not reach the defined prices.                                  

(10) INVESTMENT IN BUFFINGTON HARBOR                                            

Trump Indiana and The Majestic Star Casino, LLC ("Barden") entered into an  
agreement (the "BHR Agreement") relating to the joint ownership, development    
and operation of all common land-based and waterside operations in support of   
each of their separate riverboat casinos at Buffington Harbor. Each will be     
equally responsible for the development and operating expenses at Buffington    
Harbor and THCR will be dependent on the ability of Barden to pay for its share 
of all future expenses. There can be no assurance that THCR or Trump Indiana    
will be able to fund from operations or to finance on terms satisfactory to     
THCR or Trump Indiana any such required expenditures, or, if available, whether 
such other indebtedness would be permitted under existing debt instruments of   
THCR. Furthermore, there can be no assurance that Barden will be able to fund   
its portion of such expenses.                                                   

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TRUMP HOTELS & CASINO RESORTS, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
DECEMBER 31, 1995 

(11) FAIR VALUE OF FINANCIAL INSTRUMENTS                                        

The carrying amount of the following financial instruments approximates fair
value, as follows: (a) cash and cash equivalents, accrued interest receivables  
and payables are based on the short-term nature of these financial instruments; 
and (b) CRDA bonds and deposits are based on the allowances to give effect to   
the below market interest rates.                                                

The estimated fair values of other financial instruments are as follows:    

                                                                [Download Table]

                                                      DECEMBER 31, 1995    
                                                  -------------------------
                                                    CARRYING               
                                                     AMOUNT     FAIR VALUE 
                                                  ------------ ------------
                                                                           
10 7/8% Mortgage Notes........................... $326,652,000 $341,550,000
15 1/2% Senior Secured Notes.....................  155,000,000  165,773,000

The fair value of the Plaza Notes and the Senior Notes is based on quoted   
market prices obtained by THCR from its investment advisor.                     

There are no quoted market prices for other notes payable and a reasonable  
estimate could not be made without incurring excessive costs.                   

(12) SUBSEQUENT EVENT                                                           

On January 8, 1996, THCR, Taj Mahal Holding Corp. ("Taj Holding") and THCR  
Merger Corp. ("Merger Sub") entered into the Agreement and Plan of Merger, as   
amended by Amendment to Agreement and Plan of Merger, dated as of January 31,   
1996 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and 
into Taj Holding (the "Merger"). The Merger Agreement provides that each        
outstanding share of Class A Common Stock of Taj Holding (the "Taj Holding      
Class A Common Stock") (other than Dissenting Shares (as defined in the Proxy   
Statement-Prospectus)) will be converted into the right to receive, at each     
holder's election, either (a) $30.00 in cash or (b) that number of shares of    
THCR Common Stock as shall have a market value equal to $30.00. No fractional   
shares of THCR Common Stock will be issued in the Merger. The Merger Agreement  
also contemplates the following transactions occurring in connection with the   
Merger (the "Merger Transaction"):                                              

 (a) the consummation of the offering by THCR of 12,500,000 shares of THCR
Common Stock (and an amount to be issued pursuant to the underwriters' over-
allotment option) (the "THCR Stock Offering") and the consummation of the   
offering by Trump AC and its wholly owned finance subsidiary Trump Atlantic 
City Funding, Inc. of $1,200,000,000 aggregate principal amount of first    
mortgage notes, the aggregate proceeds of which will be used, together with 
available cash, to (i) pay cash to those holders of Taj Holding Class A     
Common Stock electing to receive cash in the Merger, (ii) redeem the        
outstanding 11.35% Mortgage Bonds, Series A due 1999 (the "Taj Bonds") of   
Trump Taj Mahal Funding, Inc. ("Taj Funding"), (iii) redeem the outstanding 
shares of Class B Common Stock of Taj Holding as required in connection with
the redemption of the Taj Bonds, (iv) retire the outstanding Plaza Notes,   
(v) satisfy the indebtedness of Trump Taj Mahal Associates ("Taj            
Associates"), the owner and operator of the Taj Mahal, under its loan       
agreement with National Westminster Bank USA, (vi) purchase certain real    
property used in the operation of the Taj Mahal that is currently leased    
from a corporation wholly owned by Trump, (vii) purchase certain real       
property used in the operation of Trump Plaza that is currently leased from 
an unaffiliated third party, (viii) make a payment to Bankers Trust Company 
("Bankers Trust") to obtain releases of liens and guarantees that Bankers   
Trust has in connection with certain outstanding indebtedness owed by Trump 
to Bankers Trust, and (ix) pay related fees and expenses and provide working
capital;                                                                    

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DECEMBER 31, 1995 

(b) the contribution by Trump to Trump AC (on behalf, and at the        
direction, of THCR Holdings) of all of his direct and indirect ownership    
interests in Taj Associates; and                                            

  (c) the contribution by THCR to Trump AC (on behalf, and at the direction,
of THCR Holdings) of all of its indirect ownership interests in Taj         
Associates acquired in the Merger.                                          

To the extent that holders of Taj Holding Class A Common Stock elect to     
receive shares of THCR Common Stock in the Merger, THCR may reduce the size of  
the THCR Stock Offering. In addition to the shares of THCR Common Stock that    
may be issued in the THCR Stock Offering, THCR may issue, as part of the THCR   
Stock Offering, up to an additional 20% of such number of shares, to fund       
working capital and other general corporate purposes.                           

The prospective transaction is subject to a number of conditions, including 
stockholder approval. In addition, there are a number of risks that should be   
considered, including: (i) the high leverage and fixed charges of THCR; (ii)    
the risk in refinancing and repaying indebtedness, and the need for additional  
financing;(iii) THCR's holding company structure and the likelihood that        
dividends will not be paid for the forseeable future; (iv) the restrictions     
imposed on certain activities by certain debt instruments; (v) the historical   
results of Trump Plaza and the Taj Mahal; and (vi) risks associated with the    
Indiana Riverboat and the expansions at Trump Plaza and the Taj Mahal. There    
can be no assurance that the expansions at Trump Plaza or the Taj Mahal will    
be completed or that the Indiana Riverboat or any other gaming venture will     
open or that any of THCR's or the Taj Mahal's operations will be successful.    
See "Risk Factors" included elsewhere in this Prospectus for a discussion of    
these and other factors.                                                        

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Trump Atlantic City Associates and                                           
Trump Plaza Associates:                                                       

We have audited the accompanying consolidated balance sheets of Trump       
Atlantic City Associates (a New Jersey general partnership) and Trump Plaza     
Associates (a New Jersey general partnership) as of December 31, 1994 and June  
12, 1995, and the related consolidated statements of operations, capital        
(deficit) and cash flows for each of the two years in the period ended December 
31, 1994 and for the period from January 1, 1995 through June 12, 1995. These   
consolidated financial statements are the responsibility of the management of   
Trump Atlantic City Associates and Trump Plaza Associates. Our responsibility   
is to express an opinion on these financial statements based on our audits.     

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of         
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trump Atlantic City Associates 
and Trump Plaza Associates as of December 31, 1994 and June 12, 1995, and the   
results of their operations and their cash flows for each of the two years in   
the period ended December 31, 1994 and for the period from January 1, 1995      
through June 12, 1995, in conformity with generally accepted accounting         
principles.                                                                     

                       Arthur Andersen LLP

Roseland, New Jersey                                                            
February 21, 1996                                                               

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TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP PLAZA ASSOCIATES 
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 1994 AND JUNE 12, 1995 

                                                                [Download Table]

                                                  DECEMBER 31,     JUNE 12,    
                                                      1994           1995      
                     ASSETS                       -------------  ------------- 
                                                                               
Current Assets:                                                                
  Cash and cash equivalents...................... $  11,144,000  $  28,125,000 
  Trade receivables, net of allowances for                                     
   doubtful accounts of $8,493,000 and                                         
   $8,490,000, respectively......................     6,685,000      7,295,000 
  Accounts receivable, other.....................       112,000            --  
  Inventories....................................     2,477,000      3,424,000 
  Prepaid expenses and other current assets......     4,280,000      4,419,000 
  Due from affiliates, net.......................           --          89,000 
                                                  -------------  ------------- 
    Total current assets.........................    24,698,000     43,352,000 
                                                  -------------  ------------- 
Property and Equipment (Notes 4, 6 and 8):                                     
  Land and land improvements.....................    36,463,000     36,462,000 
  Buildings and building improvements............   297,573,000    299,483,000 
  Furniture, fixtures and equipment..............    84,709,000     84,989,000 
  Leasehold improvements.........................     2,404,000      2,404,000 
  Construction in progress.......................    14,864,000     21,263,000 
                                                  -------------  ------------- 
                                                    436,013,000    444,601,000 
  Less--Accumulated depreciation and amortiza-                                 
   tion..........................................  (137,659,000)  (143,285,000)
                                                  -------------  ------------- 
    Net property and equipment...................   298,354,000    301,316,000 
                                                  -------------  ------------- 
Land Rights, net of accumulated amortization of                                
 $3,780,000 and $3,945,000, respectively.........    29,688,000     29,524,000 
                                                  -------------  ------------- 
Other Assets:                                                                  
  Deferred bond issuance costs, net of                                         
   accumulated amortization of $3,270,000 and                                  
   $5,827,000, respectively (Note 3).............    14,125,000     12,105,000 
  Other Assets...................................     8,778,000      7,788,000 
                                                  -------------  ------------- 
    Total other assets...........................    22,903,000     19,893,000 
                                                  -------------  ------------- 
    Total assets................................. $ 375,643,000  $ 394,085,000 
                                                  =============  ============= 
             LIABILITIES AND CAPITAL                                           
Current Liabilities:                                                           
  Current maturities of long-term debt (Note 3).. $   2,969,000  $  87,797,000 
  Accounts payable...............................     9,156,000      9,303,000 
  Accrued payroll................................     4,026,000      3,998,000 
  Self insurance reserves (Note 6)...............     4,039,000      4,041,000 
  Accrued interest payable (Note 3)..............     1,871,000     22,032,000 
  Other accrued expenses.........................     7,693,000      5,253,000 
  Other current liabilities......................     1,868,000      1,112,000 
  Due to affiliates, net (Note 8)................       206,000            --  
                                                  -------------  ------------- 
    Total current liabilities....................    31,828,000    133,536,000 
                                                  -------------  ------------- 
Non-Current Liabilities:                                                       
  Long-term debt, net of discount and current ma-                              
   turities (Note 3).............................   403,214,000    331,142,000 
  Distribution payable to Trump Plaza Funding,                                 
   Inc...........................................     3,822,000      3,822,000 
  Deferred state income taxes....................       359,000        198,000 
                                                  -------------  ------------- 
    Total non-current liabilities................   407,395,000    335,162,000 
                                                  -------------  ------------- 
    Total liabilities............................   439,223,000    468,698,000 
                                                  -------------  ------------- 
Commitments and Contingencies (Notes 4 and 6)....           --             --  
Capital (Deficit):                                                             
  Partners' Deficit..............................   (78,772,000)   (78,772,000)
  Retained Earnings..............................    15,192,000      4,159,000 
                                                  -------------  ------------- 
    Total Capital (Deficit)......................   (63,580,000)   (74,613,000)
                                                  -------------  ------------- 
    Total liabilities and capital................ $ 375,643,000  $ 394,085,000 
                                                  =============  ============= 

The accompanying notes to financial statements are an integral part of these
consolidated financial statements.

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TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP PLAZA ASSOCIATES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1994 AND FOR THE PERIOD FROM JANUARY
1, 1995 THROUGH JUNE 12, 1995 

                                                                [Download Table]

                                  FOR THE YEARS ENDED                           
                                     DECEMBER 31,             FOR THE PERIOD    
                               --------------------------  FROM JANUARY 1, 1995 
                                   1993          1994      THROUGH JUNE 12, 1995
                               ------------  ------------  ---------------------
                                                                                
Revenues:                                                                       
  Gaming.....................  $264,081,000  $261,451,000      $122,865,000     
  Rooms......................    18,324,000    18,312,000         7,676,000     
  Food and Beverage..........    41,941,000    40,149,000        18,537,000     
  Other......................     8,938,000     8,408,000         3,310,000     
                               ------------  ------------      ------------     
    Gross Revenues...........   333,284,000   328,320,000       152,388,000     
  Less--Promotional                                                             
   allowances................    32,793,000    33,257,000        14,540,000     
                               ------------  ------------      ------------     
    Net Revenues.............   300,491,000   295,063,000       137,848,000     
                               ------------  ------------      ------------     
Costs and expenses:                                                             
  Gaming.....................   136,895,000   139,540,000        69,467,000     
  Rooms......................     2,831,000     2,715,000           958,000     
  Food and Beverage..........    18,093,000    17,050,000         7,128,000     
  General and Administrative.    71,624,000    73,075,000        30,081,000     
  Depreciation and                                                              
   Amortization..............    17,554,000    15,653,000         6,999,000     
  Other......................     3,854,000     3,615,000         1,397,000     
                               ------------  ------------      ------------     
                                250,851,000   251,648,000       116,030,000     
                               ------------  ------------      ------------     
    Income from operations...    49,640,000    43,415,000        21,818,000     
                               ------------  ------------      ------------     
Non-operating income                                                            
 (expense):                                                                     
  Interest income............       546,000       842,000           403,000     
  Interest expense (Note 3)..   (40,435,000)  (49,061,000)      (22,516,000)    
  Other non-operating expense                                                   
   (Note 5)..................    (3,873,000)   (4,931,000)       (1,649,000)    
                               ------------  ------------      ------------     
    Non-operating expense,                                                      
     net.....................   (43,762,000)  (53,150,000)      (23,762,000)    
                               ------------  ------------      ------------     
    Income (loss) before                                                        
     state income taxes and                                                     
     extraordinary items.....     5,878,000    (9,735,000)       (1,944,000)    
Provision (benefit) for state                                                   
 income taxes................       660,000      (865,000)         (161,000)    
                               ------------  ------------      ------------     
Income (loss) before                                                            
 extraordinary items.........     5,218,000    (8,870,000)       (1,783,000)    
Extraordinary gain (loss)                                                       
 (Note 5)....................     4,120,000           --         (9,250,000)    
                               ------------  ------------      ------------     
Net income (loss)............  $  9,338,000  $ (8,870,000)     $(11,033,000)    
                               ============  ============      ============     

The accompanying notes to financial statements are an integral part of these
consolidated financial statements.

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TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP PLAZA ASSOCIATES 
CONSOLIDATED STATEMENTS OF CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1994
AND FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH JUNE 12, 1995 

                                                                [Download Table]

                                       PARTNERS'      RETAINED                 
                                        CAPITAL       EARNINGS       TOTAL     
                                      ------------  ------------  ------------ 
                                                                               
Balance, December 31, 1992..........  $ (3,362,000) $ 14,724,000  $ 11,362,000 
Net Income..........................           --      9,338,000     9,338,000 
Preferred Trump Plaza Associates In-                                           
 terest Distribution................    (6,317,000)          --     (6,317,000)
Distribution to Donald J. Trump to                                             
 repay certain personal                                                        
 indebtedness.......................   (52,500,000)          --    (52,500,000)
Distribution to Donald J. Trump to                                             
 redeem Trump Plaza Funding, Inc.                                              
 Preferred Stock Units..............   (35,000,000)          --    (35,000,000)
Conversion of Preferred Trump Plaza                                            
 Associates Interest into General                                              
 Trump Plaza Associates Interest....    18,407,000           --     18,407,000 
                                      ------------  ------------  ------------ 
Balance, December 31, 1993..........   (78,772,000)   24,062,000   (54,710,000)
Net Loss............................           --     (8,870,000)   (8,870,000)
                                      ------------  ------------  ------------ 
Balance, December 31, 1994..........  $(78,772,000) $ 15,192,000  $(63,580,000)
Net Loss............................           --    (11,033,000)  (11,033,000)
                                      ------------  ------------  ------------ 
Balance, June 12, 1995..............  $(78,772,000) $  4,159,000  $(74,613,000)
                                      ============  ============  ============ 

The accompanying notes to financial statements are an integral part of these
consolidated financial statements.

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TRUMP ATLANTIC CITY ASSOCIATES AND TRUMP PLAZA ASSOCIATES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1994
AND FOR THE PERIOD FROM JANUARY 1, 1995 THROUGH JUNE 12, 1995 

                                                                [Download Table]

                                                                  FOR THE PERIOD 
                                        FOR THE YEARS ENDED            FROM      
                                            DECEMBER 31,          JANUARY 1, 1995
                                     ---------------------------      THROUGH    
                                         1993           1994       JUNE 12, 1995 
                                     -------------  ------------  ---------------
                                                                                 
Cash flows from operating                                                        
 activities:                                                                     
Net Income (loss)..................  $   9,338,000  $ (8,870,000)  $(11,033,000) 
Adjustments to reconcile net income                                              
 (loss) to net cash flows provided                                               
 by operating activities:                                                        
  Noncash charges:                                                               
   Extraordinary loss (gain).......     (4,120,000)          --       9,250,000  
   Depreciation and amortization...     17,544,000    15,653,000      6,999,000  
   Accretion of discount on                                                      
    indebtedness...................        862,000     1,916,000        894,000  
   Provision for losses on                                                       
    receivables....................         90,000       396,000        498,000  
   Deferred state income taxes.....        729,000      (865,000)      (161,000) 
   Utilization of CRDA credits and                                               
    donations......................            --      1,062,000        127,000  
   Valuation allowance of CRDA                                                   
    investments....................      1,047,000       394,000         67,000  
                                     -------------  ------------   ------------  
                                        25,500,000     9,686,000      6,641,000  
   Decrease (increase) in                                                        
    receivables....................        823,000      (236,000)      (996,000) 
   Decrease (increase) in                                                        
    inventories....................       (498,000)      (91,000)       233,000  
   Increase in prepaid expenses and                                              
    other current assets...........       (199,000)   (1,385,000)      (139,000) 
   (Increase) decrease in other                                                  
    assets.........................      2,530,000     1,504,000       (744,000) 
   Increase (decrease) in amounts                                                
    due to (from) affiliates.......        188,000       109,000       (295,000) 
   Increase (decrease) in accounts                                               
    payable, accrued expenses and                                                
    other current liabilities......     (6,524,000)   10,464,000     18,058,000  
   Decrease in distribution payable                                              
    to Trump Plaza Funding, Inc....            --       (101,000)           --   
                                     -------------  ------------   ------------  
   Net cash flows provided by                                                    
    operating activities...........  $  21,820,000  $ 19,950,000   $ 22,758,000  
                                     -------------  ------------   ------------  
Cash flows from investing                                                        
 activities:                                                                     
  Purchases of property and                                                      
   equipment.......................  $ (10,052,000) $(20,489,000)    (7,364,000) 
  Purchases of CRDA investments....     (2,823,000)   (2,525,000)           --   
  Cash refund of CRDA deposits.....        196,000     1,323,000            --   
  Investment in TPA/THCR...........            --            --             --   
                                     -------------  ------------   ------------  
  Net cash flows used in investing                                               
   activities......................    (12,679,000)  (21,691,000)    (7,364,000) 
                                     -------------  ------------   ------------  
Cash flows from financing                                                        
 activities:                                                                     
  Deferred financing costs.........    (17,342,000)          --             --   
  Distributions to Donald J. Trump.    (87,500,000)          --             --   
  Distributions to Trump Plaza                                                   
   Funding, Inc. ..................    (40,000,000)          --             --   
  Preferred Trump Plaza Associates                                               
   Interest Distribution...........     (6,282,000)          --             --   
  Borrowings.......................    386,147,000       375,000      1,928,000  
  Payments and current maturities                                                
   of long-term debt...............   (248,573,000)   (1,883,000)      (341,000) 
                                     -------------  ------------   ------------  
  Net cash flows used in financing                                               
   activities......................    (13,550,000)   (1,508,000)     1,587,000  
                                     -------------  ------------   ------------  
    Net increase (decrease) in cash                                              
     and cash equivalents..........     (4,409,000)   (3,249,000)    16,981,000  
Cash and cash equivalents at                                                     
 beginning of year.................     18,802,000    14,393,000     11,144,000  
                                     -------------  ------------   ------------  
Cash and cash equivalents at end of                                              
 year..............................  $  14,393,000  $ 11,144,000   $ 28,125,000  
                                     =============  ============   ============  

The accompanying notes to financial statements are an integral part of these
consolidated financial statements.

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION                                                                

The accompanying financial statements include those of Trump Atlantic City  
Associates ("Trump AC"), a New Jersey general partnership (formerly Trump Plaza 
Holding Associates), and its 99% owned subsidiary, Trump Plaza Associates       
("Plaza Associates"), a New Jersey general partnership, which owns and operates 
Trump Plaza Hotel and Casino ("Trump Plaza") located in Atlantic City, New      
Jersey. Trump Plaza Funding, Inc. ("Plaza Funding"), a New Jersey corporation,  
owns the remaining 1% interest in Plaza Associates. Trump AC's sole source of   
liquidity is distributions in respect of its interest in Plaza Associates.      

All significant intercompany balances and transactions have been eliminated 
in the accompanying consolidated financial statements. The minority interest in 
Plaza Associates has not been separately reflected in the consolidated          
financial statements of Trump AC since it is not material.                      

Plaza Funding was incorporated on March 14, 1986 and was originally formed  
solely to raise funds through the issuance and sale of its debt securities for  
the benefit of Plaza Associates. As part of a Prepackaged Plan of               
Reorganization under Chapter 11 of the U.S. Bankruptcy Code consummated on      
May 29, 1992, Plaza Funding became a partner of Plaza Associates and issued     
approximately three million stock units, each comprised of one share of         
Preferred Stock and one share of Common Stock of Plaza Funding. On June 25,     
1993, the stock units were redeemed with a portion of the proceeds of Plaza     
Funding's 10 7/8% First Mortgage Notes due 2001 (the "Plaza Notes") as well as  
Trump AC's stock units.                                                         

Trump AC was formed in February, 1993 for the purpose of raising funds for  
Plaza Associates. On June 25, 1993, Trump AC completed the sale of 12,000 Units 
(the "Units"), each Unit consisting of $5,000 principal amount of 12 1/2% Pay-  
In-Kind Notes, due 2003 (the "PIK Notes"), and one PIK Note Warrant (the "PIK   
Note Warrants") to acquire $1,000 principal amount of PIK Notes. The PIK Notes  
and the PIK Note Warrants are separately transferable. Trump AC has no other    
assets or business other than its 99% equity interest in Plaza Associates.      

Plaza Associates was organized in June 1982. Prior to the date of the       
consummation of the Offerings (as defined), Plaza Associates' three partners    
were TP/GP Inc. ("Trump Plaza/GP"), the managing general partner of Plaza       
Associates, Plaza Funding and Donald J. Trump ("Trump"). On June 25, 1993,      
Trump contributed his interest in Trump Plaza/GP to Plaza Funding and Trump     
Plaza/GP merged with and into Plaza Funding. Plaza Funding then became the      
managing general partner of Plaza Associates. In addition, Trump contributed    
his interest in Plaza Associates to Trump AC, and Plaza Funding and Trump AC,   
each of which are wholly owned by Trump, became the sole partners of Plaza      
Associates.                                                                     

On June 12, 1995, Trump Hotels & Casino Resorts, Inc. ("THCR"), completed a 
public offering of 10,000,000 shares of common stock at $14.00 per share (the   
"Stock Offering") for gross proceeds of $140,000,000. Concurrently with the     
Stock Offering, Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings"), 
a 60% subsidiary of THCR, together with its subsidiary, Trump Hotels & Casino   
Resorts Funding, Inc. ("THCR Funding"), issued 15 1/2% Senior Secured Notes     
(the "Senior Secured Notes") for gross proceeds of $155,000,000 (the "Note      
Offering" and, together with the Stock Offerings, the "1995 Offerings"). From   
the proceeds from the Stock Offering, THCR contributed $126,848,000 to THCR     
Holdings. THCR Holdings subsequently contributed $172,859,000 to Trump AC.      

Prior to the 1995 Offerings, Trump was the sole stockholder of THCR and sole
beneficial owner of THCR Holdings. Concurrent with the 1995 Offerings, Trump    
contributed to THCR Holdings all of his beneficial interest in Plaza Associates 
(consisting of all of the outstanding capital stock of Plaza Funding, a 99%     
equity interest in Trump AC and all of the outstanding capital stock of Trump   
Plaza Holding Inc. which owns the remaining 1% equity interest in Trump AC).    
Trump also contributed to THCR Holdings all of his                              

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

existing interest and rights to new gaming activities in both emerging and      
established gaming jurisdictions, including Trump Indiana but excluding his     
interests in the Trump Taj Mahal Casino Resort (the "Taj Mahal") and Trump's    
Castle Casino Resort.                                                           

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

ORGANIZATION AND BASIS OF PRESENTATION                                        

 Plaza Associates operates a luxury casino hotel, Trump Plaza Hotel and Casino
("Trump Plaza"), located on The Boardwalk in Atlantic City, which provides high 
quality amenities and services to its casino patrons and hotel guests. A        
substantial portion of Trump Plaza's revenues are derived from its gaming       
operations and in the past Trump Plaza has targeted the higher-end drive-in     
slot customer. Competition in the Atlantic City casino total market is intense  
and management believes that this competition will continue as more casinos are 
opened and new entrants into the gaming industry become operational.            

 The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions     
that affect the reported amounts of assets and liabilities and disclosure of    
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates.                               

REVENUE RECOGNITION                                                           

Gaming revenues represent the net win from gaming activities which is the   
difference between amounts wagered and amounts won by patrons. Revenues from    
hotel and other services are recognized at the time the related service is      
performed.                                                                      

Plaza Associates provides an allowance for doubtful accounts arising from   
casino, hotel and other services, which is based upon a specific review of      
certain outstanding receivables as well as historical collection information.   
In determining the amount of the allowance, management is required to make      
certain estimates and assumptions regarding the timing and amount of            
collection. Actual results could differ from those estimates and assumptions.   

PROMOTIONAL ALLOWANCES                                                        

The retail value of accommodations, food, beverage and other services       
provided to customers without charge is included in gross revenue and deducted  
as promotional allowances. The estimated departmental costs of providing such   
promotional allowances are included in gaming costs and expenses as follows:    

                                                                [Download Table]

                                     YEAR ENDED    FOR THE PERIOD FROM
                                    DECEMBER 31,     JANUARY 1, 1995  
                                   ---------------       THROUGH      
                                    1993    1994      JUNE 12, 1995   
                                   ------- ------- -------------------
                                               (IN THOUSANDS)         
                                                                      
Rooms............................. $ 4,190 $ 4,311       $ 1,761      
Food and Beverage.................  14,726  15,373         6,866      
Other.............................   3,688   4,169         1,502      
                                   ------- -------       -------      
                                   $22,604 $23,853       $10,129      
                                   ======= =======       =======      

During 1994, certain Progressive Slot Jackpot Programs were discontinued    
which resulted in $585,000, of related accruals being taken into income.        

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

INVENTORIES                                                                   

Inventories of provisions and supplies are carried at the lower of cost     
(weighted average) or market.                                                   

PROPERTY AND EQUIPMENT                                                        

 Property and equipment is carried at cost and is depreciated on the straight-
line method using rates based on the following estimated useful lives:          

                                                                [Download Table]
                                                                          
Buildings and building improvements...........................    40 years
Furniture, fixtures and equipment.............................  3-10 years
Leasehold improvements........................................ 10-40 years

 Interest associated with borrowings used to finance construction projects has
been capitalized and is being amortized over the estimated useful lives of the  
assets.                                                                         

LAND RIGHTS                                                                   

Land rights represent the fair value of such rights at the time of          
contribution to Plaza Associates by the Trump Plaza Corporation, an affiliate   
of Plaza Associates. These rights are being amortized over the period of the    
underlying operating leases which extend through 2078.                          

LONG LIVED ASSETS                                                             

During 1995, Plaza Associates adopted the provisions of Statement of        
Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-   
Lived Assets" ("SFAS"). SFAS No. 121 requires, among other things, that an      
entity review its long-lived assets and certain related intangibles for         
impairment whenever changes in circumstances indicate that the carrying amount  
of an asset may not be fully recoverable. Impairment of long-lived assets       
exists, if, at a minimum the future expected cash flows (undiscounted and       
without interest charges from an entity's operations are less than the carrying 
value of these assets. As a result of its review, Plaza Associates does not     
believe that any impairment exists in the recoverability of its long-lived      
assets.                                                                         

INCOME TAXES                                                                  

Plaza Funding, Trump AC's and Plaza Associates' adopted Statement of        
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS    
No. 109"), effective January 1, 1993. Adoption of this new standard did not     
have a significant impact on the respective statements of financial condition   
or results of operations. SFAS No. 109 requires recognition of deferred tax     
liabilities and assets for the expected future tax consequences of events that  
have been included in the financial statements or tax returns. Under this       
method deferred tax liabilities and assets are determined based on the          
difference between the financial statement and the tax basis of assets and      
liabilities using enacted tax rates in effect for the year in which the         
differences are expected to reverse.                                            

The accompanying consolidated financial statements of Trump AC and Plaza    
Associates do not include a provision for federal income taxes since any income 
or losses allocated to its partners are reportable for federal income tax       
purposes by the partners.                                                       

Under the New Jersey Casino Control Act (the "Casino Control Act"), Plaza   
Associates is required to file a New Jersey corporation business tax return. As 
of June 12, 1995, Trump AC and Plaza Associates had state tax net operating     
loss carryforwards of approximately $32,800,000 which are available to offset   
future state taxable income. Such carryforwards expire from 1997 to 2001. The   
net operating loss carryforwards result in a deferred tax asset of $2,900,000   
which has been offset by a valuation allowance of $2,900,000 as utilization of  
such carryforwards is not considered to be more likely than not.                

Plaza Associates' deferred state income taxes result primarily from         
differences in the timing of reporting depreciation for tax and financial       
statement purposes.                                                             

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

STATEMENTS OF CASH FLOWS                                                      

For purposes of the statements of cash flows, Plaza Funding, Trump AC and   
Plaza Associates consider all highly liquid debt instruments purchased with a   
maturity of three months or less at time of acquisition to be cash equivalents. 
The following supplemental disclosures are made to the statements of cash       
flows.                                                                          

                                                                [Download Table]

                                                             FOR THE PERIOD FROM
                           FOR THE YEARS ENDED DECEMBER 31,    JANUARY 1, 1995  
                           ---------------------------------       THROUGH      
                                 1993             1994          JUNE 12, 1995   
                           ---------------- ---------------- -------------------
                                                                                
Cash paid during the year                                                       
 for interest............  $     41,118,000 $     36,538,000      $265,000      
                           ================ ================      ========      
Cash paid for state and                                                         
 Federal income taxes....  $         81,000 $            --       $    --       
                           ================ ================      ========      
Issuance of debt in ex-                                                         
 change for accrued in-                                                         
 terest..................  $      3,562,000 $      8,194,000      $    --       
                           ================ ================      ========      

RECLASSIFICATIONS                                                             

Certain reclassifications have been made to prior year financial statements 
to conform to the current year presentation.                                    

(3) LONG-TERM DEBT                                                              

Long-term debt consists of the following:                                   

                                                                [Download Table]

                                              DECEMBER 31, 1994 JUNE 12, 1995
                                              ----------------- -------------
                                                                             
Plaza Associates Note (10 7/8% Mortgage                                      
 Notes, due 2001 net                                                         
 of unamortized discount of $3,766,000 and                                   
 $3,597,000,                                                                 
 respectively) (A)...........................   $326,234,000    $326,403,000 
Mortgage notes payable (C)...................      5,494,000       5,289,000 
Other notes payable..........................        468,000       3,501,000 
PIK Notes (12 1/2% Notes, due 2003 net of                                    
 discount of $9,769,000 at December 31, 1994)                                
 (B).........................................     73,987,000      83,746,000 
                                                ------------    ------------ 
                                                 406,183,000     418,939,000 
Less--Current maturities.....................      2,969,000      87,797,000 
                                                ------------    ------------ 
                                                $403,214,000    $331,142,000 
                                                ============    ============ 

---------------------                                                           
(A) On June 25, 1993 Plaza Funding issued $330,000,000 principal amount of  
 10 7/8% Mortgage Notes, due 2001 (the "Plaza Notes"), net of discount
  of $4,313,000. Net proceeds of the offering were used to redeem all of
  Plaza Funding's outstanding $225,000,000 principal amount 12% Mortgage
Bonds, due 2002 and together with other funds (See (B) Pay-In-Kind  
Notes) to redeem all of Plaza Funding's Stock Units, comprised of   
  $75,000,000 liquidation preference participating cumulative redeemable
Preferred Stock with associated shares of Common Stock, to repay    
$17,500,000 principal amount 9.14% Regency Note due 2003, to make a 
portion of a distribution to Trump to pay certain personal          
indebtedness, and to pay transaction expenses.                      

The Plaza Notes mature on June 15, 2001 and are redeemable at any time  
on or after June 15, 1998, at the option of Plaza Funding or Plaza      
Associates, in whole or in part, at the principal amount plus a premium 
which declines ratably each year to zero in the year of maturity. The   
Plaza Notes bear interest at the stated rate of 10 7/8% per annum from  
the date of issuance, payable semi-annually on each June 15 and         
December 15, commencing December 15, 1993 and are secured by            
substantially all of Plaza Associates assets. The accompanying          
consolidated financial statements reflect interest expense at the       
effective interest rate of 11.12% per annum.                            

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

The Indenture governing the Plaza Notes (the "Plaza Note Indenture")    
contains certain covenants limiting the ability of Plaza Associates to  
incur indebtedness, including indebtedness secured by liens on Trump    
Plaza. In addition, Plaza Associates may, under certain circumstances,  
incur up to $25,000,000 of indebtedness to finance the expansion of its 
facilities, which indebtedness may be secured by a lien on the hotel    
facilities of Plaza Associates ("Trump Plaza East") (See Note 6) senior 
to the liens of one of the Plaza Mortgages (the "Plaza Note Mortgage")  
and another of the Plaza Mortgages (the "Plaza Guarantee Mortgage")     
thereon. The Plaza Notes represent the senior indebtedness of Plaza     
Funding. The note from Plaza Associates to Plaza Funding in the same    
principal amount of the Plaza Notes (the "Plaza Associates Note") and   
the guarantee of the Plaza Notes (the "Plaza Guarantee") rank pari      
passu in right of payment with all existing and future senior           
indebtedness of Plaza Associates.                                       

The Plaza Notes, the Plaza Associates Note, the Plaza Note Mortgage,    
the Plaza Guarantee and the Plaza Guarantee Mortgage are non-recourse   
to the partners of Plaza Associates, to the shareholders of Plaza       
Funding and to all other persons and entities (other than Plaza Funding 
and Plaza Associates), including Trump. Upon an event of default,       
holders of the Plaza Notes would have recourse only to the assets of    
Plaza Funding and Plaza Associates.                                     

(B) On June 25, 1993, Trump AC issued $60,000,000 principal amount of PIK   
Notes, together with PIK Note Warrants to acquire an additional     
 $12,000,000 of PIK Notes at no additional cost. The PIK Note Warrants
were exercised prior to June 12, 1995. The PIK Notes and PIK Note   
Warrants were subsequently redeemed with a portion of the proceeds  
  contributed to Trump AC by THCR Holdings (See Note 1). Such redemption
resulted in the recognition of an extraordinary loss of $9,250,000, 
including the write-off of related unamortized deferred financing   
costs.                                                              

(C) Interest on these notes is payable with interest rates ranging from     
10.0% to 11.0%. The notes are due at various dates between 1995 and 
1998 and are secured by real property.                              

The aggregate maturities of long-term debt for the period from June 12, 
1995 through December 31, 1995 and in each of the years subsequent to   
1995 are:                                                               

                                                                [Download Table]
                                                                       
For the period from June 12, 1995 through December 31,                 
 1995.................................................  $ 87,797,000   
1996..................................................       921,000   
1997..................................................     3,335,000   
1998..................................................       483,000   
1999..................................................           --    
Thereafter............................................   330,000,000   
                                                        ------------   
                                                        $422,536,000(1)
                                                        ============   

---------------------                                                   
(1) Includes accretion to maturity of $3,597,000.                       

The ability of Plaza Associates and Plaza Funding to repay their long-  
term debt when due will depend on their ability to either generate cash 
from operations sufficient for such purposes or to refinance such       
indebtedness. Management does not currently anticipate that cash flow   
will be sufficient and that repayment will likely depend upon the       
ability to refinance such indebtedness. The future operating            
performance and the ability to refinance such indebtedness will be      
subject to the then prevailing economic conditions, industry conditions 
and numerous other financial, business and other factors, many of which 
are beyond the control of Plaza Funding or Plaza Associates. There can  
be no assurance that the future operating performance of Plaza          
Associates will be sufficient to meet these repayment obligations or    
that the general state of the economy, the status of the capital        
markets generally or the receptiveness of the capital markets to the    
gaming industry will be conducive to refinancing or other attempts to   
raise capital.                                                          

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TRUMP ATLANTIC CITY ASSOCIATES  
AND TRUMP PLAZA ASSOCIATES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

(4) LEASES                                                                      

Plaza Associates leases property (primarily land), certain parking space,   
and various equipment under operating leases. Rent expense for the years ended  
December 31, 1993, 1994 and for the period from January 1, 1995 through June    
12, 1995 was $4,338,000, $3,613,000 and $1,466,000, respectively, of which      
$2,513,000, $1,900,000 and $850,000, respectively, relates to affiliates of     
Plaza Associates.                                                               

Future minimum lease payments under the noncancelable operating leases are
as follows:                                                                     

                                                                [Download Table]

                                                              AMOUNTS   
                                                            RELATING TO 
                                                  TOTAL      AFFILIATES 
                                               ------------ ------------
                                                                        
For the period from June 12, 1995 through                               
 December 31, 1995............................ $  2,143,000 $  1,276,000
1996..........................................    6,770,000    2,450,000
1997..........................................    6,814,000    2,494,000
1998..........................................    5,254,000    2,494,000
1999..........................................    3,533,000    2,450,000
Thereafter....................................  487,450,000  407,450,000
                                               ------------ ------------
                                               $511,964,000 $418,614,000
                                               ============ ============

Certain of these leases contain options to purchase the leased properties at
various prices throughout the leased terms. At December 31, 1994, the           
aggregate option price for these leases was approximately $58,000,000.          

In October 1993, Plaza Associates assumed the lease to Trump of Trump Plaza 
East (the "Trump Plaza East Lease") and related expenses which are included in  
the above lease commitment amounts. On June 25, 1993, Plaza Associates          
acquired a five-year option to purchase Trump Plaza East. See Note 6--          
"Commitments and Contingencies Future Expansion."                               

(5) EXTRAORDINARY GAIN (LOSS) AND NON-OPERATING EXPENSE                         

The extraordinary loss of $9,250,000 for the period January 1, 1995 through 
June 12, 1995 related to the redemption of the PIK Notes and the PIK Note       
Warrants and the write-off of related deferred financing costs (See Note 10).   

The excess of the carrying value of a note obligation over the amount of the
settlement payment net of related prepaid expenses in the amount of $4,120,000  
has been reported as an extraordinary gain for the year ended December 31,      
1993.                                                                           

Non-operating expense consists of costs associated with Trump Plaza East    
(See Note 6). In 1993, 1994 and the period January 1, 1995 through June 12,     
1995 these costs were $3,873,000, $4,931,000 and $1,533,000, respectively, net  
of miscellaneous non-operating credits.                                         

(6) COMMITMENTS AND CONTINGENCIES                                               

CASINO LICENSE RENEWAL                                                        

The operation of an Atlantic City hotel and casino is subject to significant
regulatory controls which affect virtually all of its operations. Under the     
Casino Control Act, Plaza Associates is required to maintain certain licenses.  

In June 1995, the New Jersey Casino Control Commission ("CCC") renewed Plaza
Associates license to operate Trump Plaza. This license must be renewed in      
June 1999, is not transferable and will require a                               

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
determination of the financial stability of Plaza Associates. Upon revocation,  
suspension for more than 120 days, or failure to renew the casino license, the  
Casino Control Act provides for the mandatory appointment of a conservator to   
take possession of the hotel and casino's business and property, subject to all 
valid liens, claims and encumbrances.                                           

LEGAL PROCEEDINGS                                                             

Plaza Associates, its Partners, certain members of its former Executive     
Committee, and certain of its employees, have been involved in various legal    
proceedings. In general, Plaza Associates has agreed to indemnify such persons  
against any and all losses, claims, damages, expenses (including reasonable     
costs, disbursements and counsel fees) and liabilities (including amounts paid  
or incurred in satisfaction of settlements, judgements, fines and penalties)    
incurred by them in said legal proceedings. Such persons and entities are       
vigorously defending the allegations against them and intend to vigorously      
contest any future proceedings.                                                 

Various legal proceedings are now pending against Plaza Associates. Plaza   
Associates considers all such proceedings to be ordinary litigation incident to 
the character of its business. Plaza Associates believes that the resolution of 
these claims will not, individually or in the aggregate, have a material        
adverse effect on its financial condition or results of operations.             

Plaza Associates is also a party to various administrative proceedings      
involving allegations that it has violated certain provisions of the Casino     
Control Act. Plaza Associates believes that the final outcome of these          
proceedings will not, either individually or in the aggregate, have a material  
adverse effect on its financial condition, results of operations or on the      
ability of Plaza Associates to otherwise retain or renew any casino or other    
licenses required under the Casino Control Act for the operation of Trump       
Plaza.                                                                          

SELF INSURANCE RESERVES                                                       

Self insurance reserves represent the estimated amounts of uninsured claims 
related to employee health medical costs, workmen's compensation and personal   
injury claims that have occurred in the usual course of business. These         
reserves are established by management based upon specific review of open       
claims, with consideration of incurred but not reported claims as of the        
balance sheet date. Actual results may differ from these reserve amounts.       

CASINO REINVESTMENT DEVELOPMENT AUTHORITY OBLIGATIONS                         

Pursuant to the provisions of the Casino Control Act, Plaza Associates,     
commencing twelve months after the date of opening of Trump Plaza in May 1984,  
and continuing for a period of twenty-five years thereafter, must either obtain 
investment tax credits (as defined in the Casino Control Act), in an amount     
equivalent to 1.25% of its gross casino revenues, or pay an alternative tax of  
2.5% of its gross casino revenues (as defined in the Casino Control Act).       
Investment tax credits may be obtained by making qualified investments or by    
the purchase of bonds at below market interest rates from the Casino            
Reinvestment Development Authority ("CRDA"). Plaza Associates is required to    
make quarterly deposits with the CRDA based on 1.25% of its gross revenue. For  
the years ended December 31, 1993 and 1994 and for the period from January 1,   
1995 through June 12, 1995, Plaza Associates charged to operations $1,047,000,  
$838,000 and $471,000 respectively, to give effect to the below market interest 
rates associated with CRDA bonds that have either been issued or are expected   
to be issued from funds deposited. Additionally, for the period from January 1, 
1995 through June 12, 1995, Plaza Associates credited operations for $501,000   
resulting from recapture of the valuation allowance on the CRDA receivable.     
Bonds issued by the CRDA will be accounted for under SFAS No. 121, as such      
bonds are not marketable.                                                       

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

In connection with Trump Plaza East (see below), the CRDA has approved the  
use of up to $1,519,000 in deposits made by Plaza Associates for site           
improvements. Such deposits are being capitalized as part of property and       
equipment as funds are appropriated by the CRDA. At June 12, 1995, Plaza        
Associates has recorded a receivable from the CRDA of $288,000, which is        
included in Accounts Receivable Other.                                          

CONCENTRATIONS OF CREDIT RISKS                                              

In accordance with casino industry practice, Plaza Associates extends credit
to a limited number of casino patrons, after extensive background checks and    
investigations of credit worthiness. At December 31, 1994 approximately 28% of  
Plaza Associates casino receivables (before allowances) were from customers     
whose primary residence is outside the United States, with no significant       
concentration in any one foreign country.                                       

TRUMP PLAZA EAST                                                            

In 1993, Plaza Associates received the approval of the CCC, subject to      
certain conditions, for the expansion of its hotel facilities at Trump Plaza    
East. On June 24, 1993, in connection with the 1993 refinancing of Trump Plaza, 
(i) Trump transferred title to Trump Plaza East to Missouri Boardwalk, Inc.     
("Boardwalk"), a wholly owned subsidiary of Midlantic National Bank             
("Midlantic"), in exchange for a reduction in indebtedness to Midlantic in an   
amount equal to the sum of the fair market value of Trump Plaza East and all    
rent payments made to Boardwalk by Trump under the Trump Plaza East Lease, (ii) 
Boardwalk leased Trump Plaza East to Trump under the Trump Plaza East Lease for 
a term of five years, which expires on June 30, 1998, during which time Trump   
was obligated to pay Boardwalk $260,000 per month in lease payments, and (iii)  
Plaza Associates acquired a five-year option to purchase Trump Plaza East (the  
"Trump Plaza East Purchase Option"). In October 1993, Plaza Associates assumed  
the Trump Plaza East Lease and related expenses. In addition, Plaza Associates  
has a right of first refusal (the "Right of First Offer") upon any proposed     
sale of all or any portion of the fee interest in Trump Plaza East during the   
term of the Trump Plaza East Purchase Option. Acquisition of Trump Plaza East   
by Plaza Associates would under certain circumstances (provided there are no    
events of default under the Trump Plaza East Lease or the Trump Plaza East      
Purchase Option and provided that certain other events had not theretofore or   
do not thereafter occur) discharge Trump's obligation to Midlantic in full.     

Until such time as the Trump Plaza East Purchase Option is exercised or     
expires, Plaza Associates will be obligated, from and after the date it entered 
into the Trump Plaza East Purchase Option, to pay the net expenses associated   
with Trump Plaza East. During 1995, THCR incurred approximately $2,340,000 of   
such expenses of which $2,045,000 are included in non-operating expenses in the 
accompanying consolidated financial statements. Under the Trump Plaza East      
Purchase Option, Plaza Associates has the right to acquire Trump Plaza East for 
a purchase price of $28,000,000 through 1996, increasing by $1,000,000 annually 
thereafter until expiration on June 30, 1998. The CCC has required that Plaza   
Associates exercise the Trump Plaza East Purchase Option or its right of first  
refusal no later than July 1, 1996.                                             

If Plaza Associates defaults in making payments due under the Trump Plaza   
East Purchase Option, Plaza Associates would be liable to the lender for the    
sum of (a) the present value of all remaining payments to be made by Plaza      
Associates pursuant to the Trump Plaza East Purchase Option during the term     
thereof and (b) the cost of demolition of all improvements then located on      
Trump Plaza East.                                                               

Plaza Associates has commenced construction at Trump Plaza East pursuant to 
rights granted to Plaza Associates by its lessor. Plaza Associates has received 
approximately $1,519,000 in CRDA credit as of December 31, 1995. As of December 
31, 1995, Plaza Associates had capitalized approximately $35,700,000            

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
in construction costs related to Trump Plaza East including a $1,000,000        
consulting fee paid to Trump (See Note 8). Plaza Associates' ability to acquire 
Trump Plaza East pursuant to the Trump Plaza East Purchase Option is dependent  
upon its ability to obtain financing to acquire the property. The ability to    
incur such indebtedness is restricted by the Plaza Note Indenture. Plaza        
Associates' ability to purchase Trump Plaza East is dependent upon its ability  
to use existing cash on hand and generate cash flow from operations sufficient  
to fund development costs. No assurance can be given that such cash on hand     
will be available to Plaza Associates for such purposes or that it will be able 
to generate sufficient cash flow from operations. In connection with the Merger 
Transaction (as defined) (See Note 12), Plaza Associates expects to exercise    
the Trump Plaza East Purchase Option.                                           

The accompanying consolidated financial statements do not include any       
adjustments that may be necessary should Plaza Associates be unable to exercise 
the Trump Plaza East Purchase Option.                                           

(7) EMPLOYEE BENEFIT PLANS                                                      

Plaza Associates has a retirement savings plan (the "Plan") for its nonunion
employees under Section 401(k) of the Internal Revenue Code. Employees are      
eligible to contribute up to 15% of their earnings to the Plan and Plaza        
Associates will match 50% of an eligible employee's contributions up to a       
maximum of 4% of the employee's earnings. Plaza Associates recorded charges of  
$765,000, $848,000 and $476,000 for matching contributions for the years ended  
December 31, 1993 and 1994 and for the period from January 1, 1995 through June 
12, 1995, respectively.                                                         

Plaza Associates provides no other material post-retirement or post-        
employment benefits.                                                            

(8) TRANSACTIONS WITH AFFILIATES                                                

DUE TO/FROM AFFILIATES                                                        

Plaza Associates leases warehouse facility space to Trump's Castle          
Associates. Lease payments of $15,000, $6,000 and $6,000 were received from     
Trump's Castle Associates in 1993, 1994 and 1995 respectively.                  

Plaza Associates leased office space from Trump Taj Mahal Associates ("Taj  
Associates"), the owner and operator of the Trump Taj Mahal Casino Resort (the  
"Taj Mahal"), which terminated on March 19, 1993. Lease payments of $30,000     
were paid to Taj Associates in 1993.                                            

Plaza Associates leases two parcels of land under long-term ground leases   
from Seashore Four Associates and Trump Seashore Associates. In 1993, 1994 and  
for the period from January 1, 1995 through June 12, 1995, Plaza Associates     
paid $900,000, $900,000 and $227,000, respectively, to Seashore Four            
Associates, and paid $1,000,000, $1,000,000 and $622,000 in 1993, 1994 and for  
the period from January 1, 1995 through June 12, 1995, respectively, to Trump   
Seashore Associates.                                                            

SERVICES AGREEMENT                                                            

Pursuant to the terms of a services agreement with Trump Plaza Management   
Corp. ("TPM"), a corporation beneficially owned by Trump, in consideration for  
services provided, Plaza Associates pays TPM each year an annual fee of         
$1,000,000 in equal monthly installments, and reimburses TPM on a monthly basis 
for all reasonable out-of-pocket expenses incurred by TPM in performing its     
obligations under such services agreement, up to certain amounts. Under such    
services agreement, approximately $1,200,000, $1,300,000 and $582,000 was       
charged to expense for the years ended December 31, 1993, 1994 and for the      
period from January 1, 1995 through June 12, 1995, respectively.                

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

TRUMP WORLD'S FAIR OPTION                                                     

Under an Option Agreement with Chemical Bank ("Chemical"), Trump had an     
option to purchase (i) Trump World's Fair (including the land, improvements and 
personal property used in the operation of the hotel) and (ii) certain          
promissory notes made by Trump and/or certain of his affiliates and payable to  
Chemical (the "Chemical Notes") which are secured by certain real estate assets 
located in New York, unrelated to Plaza Associates. In connection with such     
Option Agreement, Trump assigned his rights to Plaza Associates.                

On June 12, 1995, the Trump World's Fair Purchase Option was exercised. The 
option price of $60,000,000 was funded with $58,150,000 from the capital        
contributed by THCR Holdings (See Note 1), and $1,850,000 of option payments    
made by Plaza Associates.                                                       

OTHER PAYMENTS TO DONALD J. TRUMP                                             

During 1994, Plaza Associates paid to Trump $1,000,000 under a Construction 
Management Service Agreement. The payment was made for construction management  
services rendered by Trump with respect to Trump Plaza East. This payment was   
approved prior to disbursement by the CCC and has been classified in            
construction in process in the accompanying consolidated balance sheet as of    
December 31, 1994 and June 12, 1995.                                            

During 1994, Plaza Associates also paid Trump a commission of approximately 
$572,000 for securing a retail lease at Trump Plaza. The commission has been    
capitalized and is being amortized to expense over the 10-year term of the      
lease.                                                                          

(9) FAIR VALUE OF FINANCIAL INSTRUMENTS                                         

The carrying amount of the following financial instruments of Plaza Funding,
Trump AC and Plaza Associates approximates fair value, as follows: (a) cash and 
cash equivalents, accrued interest receivables and payables are based on the    
short-term nature of these financial instruments, (b) CRDA bonds and deposits   
are based on the allowances to give effect to the below market interest rates.  

The estimated fair values of other financial instruments are as follows:    

                                                                [Download Table]

                              DECEMBER 31, 1994              JUNE 12, 1995        
                         ---------------------------- ----------------------------
                         CARRYING AMOUNT  FAIR VALUE  CARRYING AMOUNT  FAIR VALUE 
                         --------------- ------------ --------------- ------------
                                                                                  
12 1/2% PIK Notes.......  $ 73,987,000   $ 51,791,000           --             -- 
10 7/8% Mortgage Notes..  $326,234,000   $247,122,000  $326,403,000   $298,650,000

The fair values of the PIK and Plaza Notes are based on quoted market prices
obtained by Plaza Associates from its investment advisor.                       

There are no quoted market prices for other notes payable and a reasonable  
estimate could not be made without incurring excessive costs.                   

(10) SUBSEQUENT EVENTS                                                          

On June 12, 1995 three newly formed entities owned by Trump--THCR, THCR     
Holdings and THCR Funding--completed the offering and sale of $155,000,000 of   
15 1/2% Senior Secured Notes and $140,000,000 of equity (the "June 1995         
Offerings").                                                                    

In connection with the June 1995 Offerings, Trump contributed all of his    
beneficial interest in Plaza Associates (consisting of all of the outstanding   
capital stock of Plaza Funding, a 99% equity interest in Trump                  

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
AC and all of the outstanding capital stock of Trump Plaza Holding, Inc.) to    
THCR Holdings. Trump also contributed all of his existing interests and rights  
to new gaming activities in both emerging and established gaming jurisdictions  
to THCR Holdings.                                                               

 The net proceeds of the June 1995 Offerings were used to repurchase or redeem
the PIK Notes and PIK Note Warrants (Notes 3 and 5), finance the expansion of   
Trump Plaza (Notes 6 and 8) as well as to fund casino development costs in      
certain jurisdictions outside of Atlantic City.                                 

On January 8, 1996, THCR, Taj Mahal Holding Corp. ("Taj Holding") and THCR  
Merger Corp. ("Merger Sub") entered into the Agreement and Plan of Merger, as   
amended by the Amendment to Agreement and Plan of Merger dated as of January    
31, 1996 (the "Merger Agreement"), pursuant to which Merger Sub will merge with 
and into Taj Holding (the "Merger"). The Merger Agreement provides that each    
outstanding share of Class A Common Stock of Taj Holding (the "Taj Holding      
Class A Common Stock") (other than Dissenting Shares (as defined in the Proxy   
Statement-Prospectus)) will be converted into the right to receive, at each     
holder's election, either (a) $30.00 in cash or (b) that number of shares of    
Common Stock of THCR (the "THCR Common Stock") as shall have a market value     
equal to $30.00. No fractional shares of THCR Common Stock will be issued in    
the Merger. The Merger Agreement also contemplates the following transactions   
occurring in connection with the Merger (the "Merger Transaction"):             

 (a) the consummation of the offering by THCR of 12,500,000 shares of THCR
Common Stock (and an amount to be issued pursuant to the underwriters' over-
allotment option) (the "THCR Stock Offering") and the consummation of the   
offering by Trump AC and its wholly owned finance subsidiary Trump Atlantic 
City Funding, Inc. of $1,200,000,000 aggregate principal amount of first    
mortgage notes, the aggregate proceeds of which will be used, together with 
available cash, to (i) pay cash to those holders of Taj Holding Class A     
Common Stock electing to receive cash in the Merger, (ii) redeem the        
outstanding 11.35% Mortgage Bonds, Series A due 1999 (the "Taj Bonds") Trump
Taj Mahal Funding, Inc. ("Taj Funding"), (iii) redeem the outstanding shares
of Class B Common Stock of Taj Holding as required in connection with the   
redemption of the Taj Bonds, (iv) retire the outstanding Plaza Notes, (v)   
satisfy the indebtedness of Taj Associates under its loan agreement with    
National Westminster Bank USA, (vi) purchase certain real property used in  
the operation of the Taj Mahal that is currently leased from a corporation  
wholly owned by Trump, (vii) purchase certain real property used in the     
operation of Trump Plaza that is currently leased from an unaffiliated third
party, (viii) make a payment to Bankers Trust Company ("Bankers Trust") to  
obtain releases of liens and guarantees that Bankers Trust has in connection
with certain outstanding indebtedness owed by Trump to Bankers Trust, and   
(ix) pay related fees and expenses and provide working capital;             

(b) the contribution by Trump to Trump AC (on behalf, and at the        
direction, of THCR Holdings) of all of his direct and indirect ownership    
interests in Taj Associates; and                                            

  (c) the contribution by THCR to Trump AC (on behalf, and at the direction,
of THCR Holdings) of all of its indirect ownership interests in Taj         
Associates acquired in the Merger.                                          

To the extent that holders of Taj Holding Class A Common Stock elect to     
receive shares of THCR Common Stock in the Merger, THCR may reduce the size of  
the THCR Stock Offering. In addition to the shares of THCR Common Stock that    
may be issued in the THCR Stock Offering, THCR may issue, as part of the THCR   
Stock Offering, up to an additional 20% of such number of shares, to fund       
working capital and other general corporate purposes.                           

The prospective transaction is subject to a number of conditions, including 
stockholder approval. In addition, there are a number of risks that should be   
considered, including: (i) the high leverage and fixed                          

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TRUMP ATLANTIC CITY ASSOCIATES
AND TRUMP PLAZA ASSOCIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
charges of THCR (following the consummation of the Merger Transaction); (ii)    
the risk in refinancing and repaying indebtedness, and the need for additional  
financing; (iii) THCR's holding company structure and the likelihood that       
dividends will not be paid for the forseeable future; (iv) the restrictions     
imposed on certain activities by certain debt instruments; (v) the historical   
results of Trump Plaza and the Taj Mahal; and (vi) risks associated with the    
riverboat casino at Buffington Harbor, Indiana, to be operated by a subsidiary  
of THCR (the "Indiana Riverboat") and the expansions at Trump Plaza and the Taj 
Mahal. There can be no assurance that the expansions at Trump Plaza or the Taj  
Mahal will be completed or that the Indiana Riverboat or any other gaming       
venture will open or that any of Trump Plaza's or the Taj Mahal's operations    
will be successful. See "Risk Factors" included elsewhere in this Prospectus    
for a discussion of these and other factors.                                    

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Trump Taj Mahal Associates and Subsidiary:                                   

We have audited the accompanying consolidated balance sheets of Trump Taj   
Mahal Associates (a New Jersey general partnership) and Subsidiary as of        
December 31, 1994 and 1995, and the related consolidated statements of          
operations, capital (deficit) and cash flows for each of the three years in the 
period ended December 31, 1995. These consolidated financial statements are the 
responsibility of Trump Taj Mahal Associates management. Our responsibility is  
to express an opinion on these financial statements based on our audits.        

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of         
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trump Taj Mahal Associates and 
Subsidiary as of December 31, 1994 and 1995 and the results of their operations 
and their cash flows for each of the three years in the period ended December   
31, 1995, in conformity with generally accepted accounting principles.          

                       Arthur Andersen LLP
Roseland, New                                                                   
Jersey                                                                          
February 16, 1996                                                               

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 1994 AND 1995
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                             DECEMBER 31,      
                                                          -------------------- 
                                                            1994       1995    
                                                          ---------  --------- 
                                                                               
                         ASSETS                                                
CURRENT ASSETS:                                                                
  Cash and cash investments.............................. $  61,196  $  88,941 
  Receivables, net of allowance of $4,059 and $5,042 for                       
   doubtful accounts (Note 1)............................    15,443     17,215 
  Inventory..............................................     6,431      7,161 
  Prepaid expenses and other current assets..............     7,806      3,864 
                                                          ---------  --------- 
    Total Current Assets.................................    90,876    117,181 
                                                          ---------  --------- 
PROPERTY AND EQUIPMENT (Notes 1, 2, and 5):                                    
  Land...................................................    37,843     37,843 
  Building...............................................   656,702    665,161 
  Furniture, fixtures and equipment......................   160,372    174,693 
  Leasehold improvements.................................    31,243     31,253 
                                                          ---------  --------- 
                                                            886,160    908,950 
    Less: Accumulated depreciation and amortization......  (179,375)  (217,963)
                                                          ---------  --------- 
                                                            706,785    690,987 
                                                          ---------  --------- 
OTHER ASSETS.............................................     9,951     13,625 
                                                          ---------  --------- 
    Total Assets......................................... $ 807,612  $ 821,793 
                                                          =========  ========= 
                 LIABILITIES AND CAPITAL                                       
CURRENT LIABILITIES:                                                           
  Long-term debt due currently (Note 2).................. $     743  $     920 
  Accounts payable.......................................     3,256      8,335 
  Accrued interest payable...............................     8,977      9,154 
  Due to affiliates, net (Note 3)........................       152        974 
  Other current liabilities (Note 4).....................    37,059     35,210 
                                                          ---------  --------- 
    Total Current Liabilities............................    50,187     54,593 
                                                          ---------  --------- 
OTHER LIABILITIES (Notes 2 and 3)........................    32,912     33,373 
                                                          ---------  --------- 
LONG-TERM DEBT NET OF UNAMORTIZED DISCOUNT OF $153,597                         
 AND $131,103 (Notes 2 and 9)............................   656,701    694,192 
                                                          ---------  --------- 
COMMITMENTS AND CONTINGENCIES (Note 5)                                         
CAPITAL (Notes 6 and 9):                                                       
  Contributed capital....................................   123,765    123,765 
  Accumulated deficit....................................   (55,953)   (84,130)
                                                          ---------  --------- 
    Total Capital........................................    67,812     39,635 
                                                          ---------  --------- 
    Total Liabilities and Capital........................ $ 807,612  $ 821,793 
                                                          =========  ========= 

The accompanying notes to financial statements are an integral part of these  
consolidated financial statements.

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                  YEAR ENDED DECEMBER 31,      
                                               ------------------------------- 
                                                 1993       1994       1995    
                                               ---------  ---------  --------- 
                                                                               
REVENUES (Note 1):                                                             
  Gaming...................................... $ 442,064  $ 461,622  $ 501,378 
  Rooms.......................................    40,682     41,815     43,309 
  Food and beverage...........................    55,953     58,029     57,195 
  Other.......................................    16,656     17,894     15,864 
                                               ---------  ---------  --------- 
    Gross revenues............................   555,355    579,360    617,746 
  Less--Promotional allowances (Note 1).......    56,444     62,178     63,998 
                                               ---------  ---------  --------- 
    Net revenues..............................   498,911    517,182    553,748 
                                               ---------  ---------  --------- 
COST AND EXPENSES:                                                             
  Gaming......................................   237,566    260,472    283,786 
  Rooms.......................................    15,525     15,662     15,230 
  Food and beverage...........................    25,080     25,035     24,612 
  General and administrative..................    99,424     99,629     96,843 
  Depreciation and amortization...............    36,858     39,750     43,387 
                                               ---------  ---------  --------- 
                                                 414,453    440,548    463,858 
                                               ---------  ---------  --------- 
Income from operations........................    84,458     76,634     89,890 
Interest income...............................     1,382      2,019      3,922 
Interest expense..............................  (108,379)  (115,311)  (120,435)
                                               ---------  ---------  --------- 
Net loss...................................... $ (22,539) $ (36,658) $ (26,623)
                                               =========  =========  ========= 

The accompanying notes to financial statements are an integral part of these  
consolidated financial statements.

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
CONSOLIDATED STATEMENTS OF CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                          ACCUMULATED   TOTAL  
                                              CONTRIBUTED   SURPLUS    CAPITAL 
                                                CAPITAL    (DEFICIT)  (DEFICIT)
                                              ----------- ----------- ---------
                                                                               
Balance, January 1, 1993.....................  $123,765    $  7,148   $130,913 
Net loss.....................................       --      (22,539)   (22,539)
Partnership distribution (Note 6)............       --       (1,733)    (1,733)
                                               --------    --------   -------- 
Balance, December 31, 1993...................   123,765     (17,124)   106,641 
Net loss.....................................       --      (36,658)   (36,658)
Partnership distribution (Note 6)............       --       (2,171)    (2,171)
                                               --------    --------   -------- 
Balance, December 31, 1994...................   123,765     (55,953)    67,812 
Net loss.....................................       --      (26,623)   (26,623)
Partnership distribution (Note 6)............       --       (1,554)    (1,554)
                                               --------    --------   -------- 
Balance, December 31, 1995...................  $123,765    $(84,130)  $ 39,635 
                                               ========    ========   ======== 

The accompanying notes to financial statements are an integral part of these  
consolidated financial statements.

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                                                   YEAR ENDED DECEMBER 31,     
                                                  ---------------------------- 
                                                    1993      1994      1995   
                                                  --------  --------  -------- 
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                          
 Net loss........................................ $(22,539) $(36,658) $(26,623)
 Adjustments to reconcile net loss to net cash                                 
  flows provided by                                                            
  operating activities--                                                       
  Depreciation and amortization..................   36,858    39,750    43,387 
  Charges related to lease guarantee.............    1,763     2,047     2,375 
  Accretion of discount on Bond indebtedness.....   15,745    18,820    22,494 
  Other adjustments to reduce the carrying value                               
   of non-current                                                              
   assets........................................    2,764     2,134     3,090 
  Utilization of CRDA credits....................      --      1,500       --  
  Provision for doubtful accounts................    3,472     2,974     4,508 
                                                  --------  --------  -------- 
                                                    38,063    30,567    49,231 
 Changes in operating assets and liabilities:                                  
  Receivables, net...............................   (2,281)   (5,383)   (6,280)
  Inventory......................................   (1,612)   (1,746)     (730)
  Other current assets...........................      (39)   (3,552)    3,603 
  Other assets...................................     (766)     (392)     (584)
  Due to affiliates, net.........................       98      (381)      822 
  Accounts payable...............................   (2,225)     (678)    5,079 
  Accrued interest payable.......................   14,900    12,537    16,175 
  Other liabilities..............................    2,496     2,450    (4,417)
                                                  --------  --------  -------- 
   Net cash flows provided by operating                                        
    activities...................................   48,634    33,422    62,899 
                                                  --------  --------  -------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                          
 Purchase of property and equipment..............  (16,752)  (23,030)  (26,498)
 Investment in CRDA obligations..................   (5,408)   (4,201)   (6,073)
                                                  --------  --------  -------- 
   Net cash flows used in investing activities...  (22,160)  (27,231)  (32,571)
                                                  --------  --------  -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
 Repayments of borrowings........................     (759)     (868)   (1,029)
 Partnership distribution........................   (1,733)   (2,171)   (1,554)
                                                  --------  --------  -------- 
   Net cash flows used in financing activities...   (2,492)   (3,039)   (2,583)
                                                  --------  --------  -------- 
NET INCREASE IN CASH AND CASH INVESTMENTS........   23,982     3,152    27,745 
CASH AND CASH INVESTMENTS BEGINNING OF YEAR......   34,062    58,044    61,196 
                                                  --------  --------  -------- 
CASH AND CASH INVESTMENTS END OF YEAR............ $ 58,044  $ 61,196  $ 88,941 
                                                  ========  ========  ======== 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                           
 INFORMATION:                                                                  
 Cash paid during the year for interest.......... $ 75,972  $ 79,121  $ 79,389 
                                                  ========  ========  ======== 
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS:                                
 Issuance of PIK bonds in lieu of cash interest.. $ 14,579  $ 12,249  $ 15,112 
                                                  ========  ========  ======== 

The accompanying notes to financial statements are an integral part of these  
consolidated financial statements.

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     

ORGANIZATION AND OPERATIONS                                                   

 The accompanying consolidated financial statements include those of Trump Taj
Mahal Associates ("Taj Associates"), and its wholly owned subsidiary, Trump Taj 
Mahal Funding, Inc. ("Taj Funding"). All significant intercompany balances and  
transactions have been eliminated in the consolidated financial statements.     

Taj Associates was formed on June 23, 1988 as a New Jersey limited          
partnership. Taj Associates was converted to a general partnership in December  
1990. The current partners and their respective ownership interests are Trump   
Taj Mahal, Inc. ("TTMI"), 49.995%, The Trump Taj Mahal Corporation ("TTMC"),    
.01%, and TM/GP Corporation ("TM/GP"), the managing general partner, and a    
wholly owned subsidiary of Taj Mahal Holding Corp. ("Taj Holding"), 49.995%.    

Taj Associates was formed for the purpose of acquiring, constructing and    
operating the Trump Taj Mahal Casino Resort (the "Taj Mahal"), an Atlantic City 
hotel, casino and convention center complex. On April 2, 1990, Taj Associates   
opened the Taj Mahal to the public. The industry in which the Taj Mahal         
operates is subject to intense competition and regulatory review (See Note 5).  

 Taj Funding was incorporated on June 3, 1988 for the purpose of raising funds
through the issuance of its 14% First Mortgage Bonds, Series A, due 1998 (the   
"Old Bonds"), the proceeds of which were loaned to Taj Associates for           
construction of the Taj Mahal. During 1991, as a result of a plan of            
reorganization (the "1991 Taj Restructuring"), these were subsequently          
exchanged for Taj Funding's 11.35% Mortgage Bonds, Series A, due 1999 (the "Taj 
Bonds"). Since Taj Funding has no business operations, its ability to repay the 
principal and interest on the Taj Bonds is completely dependent on the          
operations of Taj Associates.                                                   

Donald J. Trump ("Trump") beneficially owns 50% of Taj Associates and has   
pledged his total ownership interest as collateral under various debt           
agreements.                                                                     

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                    

 The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions     
that affect the reported amounts of assets and liabilities and disclosure of    
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates.                               

REVENUE RECOGNITION                                                           

Casino revenues consist of the net win from gaming activities, which is the 
difference between gaming wins and losses. Revenues from hotel and other        
services are recognized at the time the related service is performed.           

Taj Associates provides an allowance for doubtful accounts arising from     
casino, hotel and other services. The allowance is based upon a specific review 
of outstanding receivables as well as historical collection information. In     
providing this allowance, management is required to make certain estimates and  
assumptions regarding the timing and amount of account collections. Actual      
results could differ from those estimates.                                      

PROMOTIONAL ALLOWANCES                                                        

Gross revenues includes the retail value of complimentary rooms, food,      
beverages, and other services furnished to patrons. The retail value of these   
promotional allowances is deducted from gross revenues to arrive at net         
revenues. The cost of promotional allowances is charged to operations.          

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

The cost of promotional allowances consisted of the following:              

                                                                [Download Table]

                                                      YEAR ENDED DECEMBER 31,
                                                      -----------------------
                                                       1993    1994    1995  
                                                      ------- ------- -------
                                                          (IN THOUSANDS)     
                                                                             
Rooms................................................ $ 8,733 $ 9,921 $ 9,913
Food and Beverage....................................  28,973  29,653  30,458
Other................................................   4,678   6,735   6,994
                                                      ------- ------- -------
                                                      $42,384 $46,309 $47,365
                                                      ======= ======= =======

INCOME TAXES                                                                  

The accompanying financial statements do not include a provision for Federal
income taxes of Taj Associates, since any income or losses allocated to the     
partners are reportable for Federal income tax purposes by the partners.        

Under the New Jersey Casino Control Commission (the "CCC") regulations, Taj 
Associates is required to file a New Jersey corporation business tax return. As 
of December 31, 1995, Taj Associates had a net operating loss carry-forward of  
approximately $150,000,000 for New Jersey State Income Tax purposes. No tax     
benefit will be reflected in the accompanying financial statements for those    
losses until such time that they are actually realized.                         

INVENTORIES                                                                   

Inventories are carried at cost on a weighted average basis.                

PROPERTY AND EQUIPMENT                                                        

Property and equipment is recorded at cost and is depreciated on the        
straight-line method over the estimated useful lives of assets. Estimated       
useful lives range from three to seven years for furniture, fixtures and        
equipment and 40 years for buildings and building improvements. Leasehold       
improvements are amortized over the term of the related lease commencing in the 
period these assets are placed in service.                                      

 The interest expense associated with borrowings used to fund the purchase and
construction of the Taj Mahal has been capitalized and is being amortized over  
the estimated useful life of the facility.                                      

LONG LIVED ASSETS                                                             

During 1995, Taj Associates adopted the provisions of Statement of Financial
Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived       
Assets" ("SFAS 121"). SFAS 121 requires, among other things, that an entity     
review its long-lived assets and certain related intangibles for impairment     
whenever changes in circumstance indicate that the carrying amount of an asset  
may not be fully recoverable. Impairment of long-lived assets exists, if, at a  
minimum, the future expected cash flows (undiscounted and without interest      
charges), from an entity's operations are less than the carrying value of these 
assets. As a result of its review, Taj Associates does not believe that any     
impairment exists in the recoverability of its long-lived assets as of December 
31, 1995.                                                                       

CASH AND CASH INVESTMENTS                                                     

Cash and cash investments include hotel and casino funds, funds on deposit  
with banks and temporary investments having a maturity of three months or less. 

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

(2) LONG-TERM DEBT                                                              

Long-term debt consisted of the following at December 31:                   

                                                                [Download Table]

                                                          1994       1995    
                                                        ---------  --------- 
                                                          (IN THOUSANDS)     
                                                                             
First Mortgage Bonds (a)............................... $ 765,130  $ 780,242 
Unamortized discount...................................  (153,597)  (131,103)
                                                        ---------  --------- 
Net....................................................   611,533    649,139 
Bank term loan (b).....................................    45,138     44,944 
Other..................................................       773      1,029 
                                                        ---------  --------- 
  Total................................................   657,444    695,112 
  Less: Current portion................................      (743)      (920)
                                                        ---------  --------- 
                                                        $ 656,701  $ 694,192 
                                                        =========  ========= 

---------------------                                                           
(a)  Taj Bonds bear interest of 11.35% and are due November 15, 1999. Each Taj  
  Bond, together with one share of Taj Holding's Class B redeemable common
stock trade together as a unit ("Units"), and may not be transferred  
separately. Interest on the Taj Bonds is due semi-annually on each    
   November 15 and May 15. Interest on the Taj Bonds must be paid in cash on
    each interest payment date at the rate of 9.375% per annum (the "Mandatory
    Cash Interest Amount"). In addition to the Mandatory Cash Interest Amount,
 effective May 15, 1992 and annually thereafter, an additional amount of
 interest (the "Additional Amount") in cash or additional Taj Bonds or a
   combination thereof, is payable equal to the difference between 11.35% of
  the outstanding principal amount of the Taj Bonds and the Mandatory Cash
Interest Amount previously paid. To the extent that there is excess   
   available cash flow ("EACF") of Taj Associates, as defined in the related
  indenture, for the immediately preceding calendar year, Taj Funding will
    pay the Additional Amount in cash up to 10.28% and the balance thereof may
    be paid at the option of Taj Funding in cash or additional Units, provided
that an equivalent amount of cash is used to purchase or redeem Units.
  Additional Taj Bonds issued on October 4, 1991 amounted to approximately
   $7,208,000. For the period from the issuance of the Taj Bonds, October 4,
1991, through December 31, 1992, there was no EACF. Accordingly, Taj  
Funding paid the Additional Amounts on May 15, 1993 and May 15, 1992  
through the issuance of approximately $14,579,000 and $8,844,000,     
respectively, in additional Taj Bonds. Of the $14,870,000 Additional  
  Amount due May 15, 1994, $2,621,000 was paid in cash and the $12,249,000
balance in Taj Bonds. Of the $15,112,000 Additional Amount due May 15,
   1995, Taj Associates satisfied the entire obligation through the issuance
of Taj Bonds.                                                         

Since Taj Funding has no business operations, its ability to repay the      
principal and interest on the Bonds is completely dependent on the          
operations of Taj Associates. The Taj Bonds are guaranteed as to payment of 
principal and interest by Taj Associates and are collateralized by          
substantially all Taj Associates' property.                                 

In accordance with AICPA Statement of Position 90-7, "Financial Reporting   
By Entities in Reorganization Under the Bankruptcy Code," the Taj Bonds     
when issued were stated at the present value of amounts to be paid,         
determined at current interest rates (effective rate of approximately 18%). 
The effective interest rate of the Taj Bonds was determined based on the    
trading price of the Taj Bonds for a specific period. Stating the debt at   
its approximate present value resulted in a reduction of approximately      
$204,276,000 in the carrying amount of the Taj Bonds. This gain is being    
offset by increased interest costs over the period of the Taj Bonds to      
accrete such bonds to their face value at maturity. At December 31, 1995,   
the unaccreted balance of this discount approximated $131,103,000. The      
current interest rates of other borrowings approximated their stated        
interest rates as of the effective date. The accretion amounted to          
approximately $15,745,000 in 1993, $18,820,000 in 1994 and $22,494,000 in   
1995, and is included in interest expense.                                  

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

(b) On November 3, 1989, Taj Associates entered into a loan agreement with      
   National Westminster Bank USA (the "NatWest Loan") which provided financing
up to $50,000,000 for certain items of furniture, fixtures and equipment
  installed in the Taj Mahal. The terms of the NatWest Loan were modified in
 1991 as part of the 1991 Taj Restructuring. The restructured NatWest Loan
bears interest at 9 3/8% per annum. Principal and interest is payable   
monthly in the fixed amount of $373,000 to be applied first to accrued  
interest and the balance to the extent available, to principal, through 
  maturity, November 15, 1999. Additionally, on May 15 of each year (May 15,
 1992 through May 15, 1999), to the extent principal is still outstanding,
NatWest will receive 16.5% of the EACF of the preceding calendar year in
  excess of the Additional Amount, to be applied first to accrued but unpaid
interest, and then to principal.                                        

The NatWest Loan is secured by a first priority lien on the furniture,      
fixtures and equipment acquired with the proceeds of the NatWest Loan plus  
any after acquired furniture, fixtures and equipment that replaces such     
property, or of the same type, provided, however, that the NatWest Loan may 
be subordinated to a lien to secure purchase money financing of such after  
acquired property up to 50% of the value of such after acquired property.   

In November 1991, Taj Associates obtained a working capital line of credit  
in the amount of $25,000,000 with a maturity of five years. In September    
1994, Taj Associates extended the maturity to November 1999, in             
consideration of modifications of the terms of the facility. Interest on    
advances under the line are at prime plus 3% with a minimum of 0.666% per   
month. The Agreement provides for a 3/4% annual fee and a 1/2% unused line  
fee and contains various covenants. During 1993 and 1994, no amounts were   
outstanding under the line. During 1994 and 1995, no amounts were           
outstanding under the line.                                                 

Aggregate annual maturities of long-term debt at accreted value are as      
follows:                                                                    

                                                                [Download Table]
                                             
1996............................. $   920,000
1997.............................     529,000
1998.............................     268,000
1999............................. 824,498,000
2000.............................           0
Thereafter.......................           0

The above maturity schedule does not reflect the proposed recapitalization  
described in Note 9.                                                            

The ability of Taj Associates and Taj Funding to repay their long-term debt 
when due will depend on their ability to either generate cash from operations   
sufficient for such purposes or to refinance such indebtedness. Management does 
not currently anticipate that cash will be sufficient and that repayment will   
likely depend upon the ability to refinance such indebtedness. The future       
operating performance and ability to refinance such indebtedness will be        
subject to the then prevailing economic conditions, industry conditions and     
numerous other financial, business and other factors, many of which are beyond  
the control of Taj Associates and Taj Funding. There can be no assurances that  
the future operating performance of Taj Associates will be sufficient to meet   
these repayment obligations or that the general state of the economy, the       
status of the capital markets generally or the receptiveness of the capital     
markets to the gaming industry will be conducive to refinancing or other        
attempts to raise capital.                                                      

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

(3) TRANSACTIONS WITH AFFILIATES                                                

Taj Associates has engaged in certain transactions with Trump and entities  
that are wholly or partially owned by Trump. Amounts owed to (receivable from)  
at December 31 are as follows:                                                  

                                                                [Download Table]

                                                              1994     1995  
                                                             -------  -------
                                                             (IN THOUSANDS)  
                                                                             
Donald J. Trump (a)......................................... $   253  $  643 
Trump Taj Mahal Realty Corp. ("Realty Corp.") (b)...........     --      --  
Trump's Castle Associates (c)...............................      30     164 
Trump Plaza Associates (c)..................................    (131)    167 
                                                             -------  ------ 
                                                             $   152  $  974 
                                                             =======  ====== 

---------------------                                                           
(a) Taj Associates has entered into a Services Agreement (the "Services         
Agreement"), which provides that Trump will render to Taj Associates    
marketing, advertising, promotional and related services with respect to
the business operations of Taj Associates. In consideration for the     
services to be rendered, Taj Associates will pay an annual fee equal to 
   1.5% of Taj Associates earnings before interest, taxes and depreciation, as
 defined, less capital expenditures and partnership distributions for such
year, with a minimum base fee of $500,000. The services fee is payable  
monthly through November 15, 1999, although the agreement provides for  
earlier termination under certain events. Portions of the fee have been 
 assigned to First Fidelity Bank ("First Fidelity") in connection with the
  First Fidelity Loan (as defined) to Realty Corp. which has been guaranteed
by Trump. For the years ended December 31, 1993, 1994 and 1995, Taj     
Associates incurred $1,566,000, $1,353,000 and $1,743,000, respectively,
  under the Services Agreement. In addition, during 1993, 1994 and 1995, Taj
Associates reimbursed Mr. Trump $232,000, $224,000 and $261,000,        
respectively, for expenses pursuant to the Services Agreement, of which 
   $127,000, $149,000 and $164,000, respectively, was incurred to an affiliate
for air transportation.                                                 

(b) The term of the lease between Taj Associates and Realty Corp. is through    
  2023 and provides for base rentals payable by Taj Associates, prior to the
  time that the NatWest Loan is paid in full, of $2,725,000 per year, plus 3
1/2% of the EACF in excess of the Additional Amount and, upon payment in
full of the NatWest Loan, increasing to include the payments to which   
   NatWest is otherwise entitled under the amended NatWest Agreement (Note 2).
The amended lease was assigned by Realty to First Fidelity. The first   
$3,300,000 received by First Fidelity each year will be applied to the  
interest due on the Realty Corp. loan (the "First Fidelity Loan"). Any  
  additional sums paid will also reduce Taj Associates guarantee (see below)
and the principal amount of the First Fidelity Loan. The First Fidelity 
   Loan is secured by a first mortgage lien on the underlying parcels owned by
Realty Corp.                                                            

Pursuant to a limited subordinated guarantee Taj Associates will, under     
certain circumstances, reimburse First Fidelity for any deficiency in the   
amount owed to First Fidelity upon maturity of the First Fidelity Loan, up  
to a maximum of $30,000,000, provided that First Fidelity first pursues its 
first mortgage lien on the parcels, and provided further that the Taj Bonds 
have been paid in full. Inasmuch as Taj Associates' lease payments are      
Realty Corp's sole source of funds to satisfy the First Fidelity Loan and   
the amount of the First Fidelity Loan exceeds the estimated fair market     
value of the land by more than $30,000,000, Taj Associates recorded the     
present value of the maximum guarantee amount as of October 4, 1991.        
Discounted at 15%, a reasonable incremental cost of capital, the obligation 
amounted to approximately $9,103,000. This obligation is being accreted as  
interest expense over the life of the Taj Bonds and is included in Other    
Liabilities in the accompanying consolidated balance sheets. The accretion  
amounted to approximately $1,763,000, $2,047,000 and $2,375,000 for the     
years ended December 31, 1993, 1994 and 1995, respectively.                 

(c) Taj Associates engages in various transactions with the two other Atlantic  
 City hotel/casinos owned by Trump. These transactions are charged at cost
or normal selling price in the case of retail items and                 

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 
  include the utilization of fleet maintenance and limousine services, certain
  shared professional fees and payroll costs as well as complimentary services
offered to customers. During 1993, Taj Associates incurred approximately  
$1,100,000 and $83,000 of costs for these services from Trump's Castle    
  Casino Resort ("Trump's Castle") and Trump Plaza, respectively. In addition,
Taj Associates charged $256,000 and $255,000 to Trump's Castle and Trump  
Plaza, respectively, for similar services. During 1994, Taj Associates    
incurred approximately $1,167,000 and $149,000 of costs for these services
from Trump's Castle and Trump Plaza, respectively. In addition, Taj       
 Associates charged $235,000 and $361,000 to Trump's Castle and Trump Plaza,
respectively, for similar services. During 1995, Taj Associates incurred  
approximately $1,072,000 and $445,000 of costs for these services from    
Trump's Castle and Trump Plaza, respectively. In addition, Taj Associates 
charged $113,000 and $188,000 to Trump's Castle and Trump Plaza,          
respectively, for similar services.                                       

(4) OTHER CURRENT LIABILITIES                                                   

The components of other current liabilities at December 31 consisted of the 
following:                                                                      

                                                                [Download Table]

                                                               1994    1995  
                                                              ------- -------
                                                              (IN THOUSANDS) 
                                                                             
Payroll and related costs.................................... $12,632 $13,533
Self-insurance reserves......................................   6,800   5,697
Advertising/Marketing costs..................................   3,242   1,621
Advance deposits.............................................   3,022   1,236
Unredeemed chip liability....................................   2,725   3,148
Other........................................................   8,638   9,975
                                                              ------- -------
                                                              $37,059 $35,210
                                                              ======= =======

Self insurance reserves represent the estimated amounts of uninsured claims 
settlements related to employee health medical costs, workmen's compensation    
and other legal proceedings in the normal course of business (see Note 5).      
These reserves are established by management based upon a specific review of    
open claims as of the balance sheet date as well as historical claims           
settlement experience. Actual results may differ from those reserve amounts.    

(5) COMMITMENTS AND CONTINGENCIES                                               

LEASES AND EMPLOYMENT AGREEMENTS                                              

Taj Associates has entered into employment agreements with certain key      
employees and lease agreements for land, office and warehouse space under       
noncancelable operating leases expiring at various dates through 2023. At       
December 31, 1995, minimum commitments under these arrangements are as follows: 

                                                                [Download Table]
                                                                             
1996............................................................. $ 8,639,000
1997............................................................. $ 5,867,000
1998............................................................. $ 3,534,000
1999............................................................. $ 2,865,000
2000............................................................. $ 2,725,000
Thereafter....................................................... $62,675,000

Rent expense was approximately $4,520,000, $5,027,000 and $4,546,000 for the
years ended December 31, 1993, 1994 and 1995, respectively.                     

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

Taj Associates leases the pier extending from the Taj Mahal 1,000 feet into 
the Atlantic Ocean (the "Steel Pier") from Realty Corp. A condition imposed on  
Taj Associates' Coastal Area Facilities Review Act ("CAFRA") permit (which, in  
turn, is a condition of Taj Associates' casino license) initially required that 
Taj Associates begin construction of certain improvements on the Steel Pier by  
October 1992, which improvements were to be completed within 18 months of       
commencement. Taj Associates initially proposed a concept to improve the Steel  
Pier, the estimated cost of which was $30,000,000. Such concept was approved by 
the New Jersey Department of Environmental Protection, the agency which         
administers CAFRA. In March 1993, Taj Associates obtained a modification of its 
CAFRA permit providing for the extension of the required commencement and       
completion dates of the improvements to the Steel Pier for one year based upon  
an interim use of the Steel Pier for an amusement park. In 1994, 1995 and       
February 1996, Taj Associates received an additional one-year extension (most   
recently through October 1996) of the required commencement and completion      
dates of the improvements of the Steel Pier based upon the same interim use of  
the Steel Pier as an amusement park.                                            

EMPLOYEE BENEFIT PLAN                                                         

Effective January 1, 1989, Taj Associates established the Taj Mahal         
Retirement Savings Plan ("the Benefit Plan") for its employees over 21 years of 
age who are not covered by a collective bargaining agreement. The Benefit Plan  
is structured to qualify for favorable tax treatment under Section 401(k) of    
the Internal Revenue Code and allows eligible participants to contribute up to  
15% of their salary (certain limits apply, as defined) to the Benefit Plan with 
a matching Partnership contribution of 50% of the first 4% of such employee     
salary contribution. The funds are invested by a Benefit Plan trustee. Taj      
Associates' contributions for the years ended December 31, 1993, 1994 and 1995  
were $870,000, $938,000 and $1,069,000, respectively.                           

CASINO LICENSE RENEWAL                                                        

 Taj Funding and Taj Associates are subject to regulation and licensing by the
CCC. Taj Associates' casino license must be renewed periodically, is not        
transferable, is dependent upon the financial stability of Taj Associates and   
can be revoked at anytime. Upon revocation, suspension for more than 120 days,  
or failure to renew the casino license due to Taj Associates' financial         
condition or for any other reason, the New Jersey Casino Control Act (the       
"Casino Control Act") provides that the CCC may appoint a conservator to take   
possession of and title to the hotel and casino's business and property,        
subject to all valid liens, claims and encumbrances. On June 22, 1995, the CCC  
extended Taj Associates' casino license for four years through March 31, 1999.  

LEGAL PROCEEDINGS                                                             

Taj Associates, its partners, certain of its employees and Taj Funding are  
involved in various legal proceedings incurred in the normal course of          
business. In the opinion of management of Taj Associates, the expected          
disposition of these proceedings would not have a material adverse effect on    
Taj Associates or Taj Funding's financial condition or results of operations.   

FEDERAL INCOME TAX EXAMINATIONS                                               

Taj Associates is currently involved in an examination with the Internal    
Revenue Service ("IRS") concerning Taj Associates' federal partnership income   
tax returns for the tax years 1989 through 1991. While any adjustment which     
results from this examination could affect Taj Associates' state income tax     
return, Taj Associates does not believe the resolution of the matter will have  
a material adverse effect on its financial condition or results of operations.  

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

INVESTMENT OBLIGATION                                                         

 The Casino Control Act requires Taj Associates to make qualified investments,
as defined, in New Jersey, or pay an investment alternative tax to the New      
Jersey Casino Reinvestment Development Authority ("CRDA"). Commencing in 1991,  
and for a period of thirty years thereafter, Taj Associates must either obtain  
investment tax credits, as defined, in an amount equivalent to 1.25% of its     
gross casino revenues or pay an alternative tax of 2.5% of its gross casino     
revenues, as defined. Investment tax credits may be obtained by making          
qualified investments, by depositing funds which may be converted to bonds by   
the CRDA or by donating previously deposited funds in exchange for future       
credits against tax liability. Taj Associates intends to satisfy its investment 
obligation primarily by depositing funds and donations of funds deposited.      
During 1994, Taj Associates contributed $9,500,000 of previous CRDA deposits,   
the carrying value of which was $4,750,000. Of the carrying value, $3,250,000   
were allocated to leasehold improvements upon completion of the improvements    
during 1995, and $1,500,000 was a donation of previously deposited funds, which 
became a credit utilized in 1994 as a reduction of current year obligations.    
The deposits and bonds traditionally bear interest at below-market interest     
rates; accordingly, Taj Associates has reduced its carrying value of the        
deposits by 50% and charged operations approximately $2,764,000, $2,134,000 and 
$3,090,000 in 1993, 1994 and 1995, respectively. Taj Associates is required to  
satisfy its obligations to the CRDA through deposits on a quarterly basis. Taj  
Associates periodically reviews the carrying value of these deposits and        
investments in accordance with its policies for all long-lived assets as        
described in Note 1.                                                            

(6) TAJ ASSOCIATES DISTRIBUTION                                                 

Taj Associates is obligated to reimburse Taj Holding for its operating      
expenses which consist of directors and officers liability insurance, board of  
director fees and expenses, and administrative expenses. Total expenses for the 
years ended December 31, 1993, 1994 and 1995 approximated $1,733,000,           
$2,171,000 and $1,554,000, respectively.                                        

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS                                         

 The carrying amount of the following financial instruments of Taj Funding and
Taj Associates approximates fair value, as follows: (a) cash and cash           
equivalents and accrued interest payable are based on the short-term nature of  
the financial instruments; and (b) CRDA deposits are based on the valuation     
allowances to give effect to the below market interest rates (See Note 5).      

The estimated fair values of the other financial instruments are as follows 
(Note 2):                                                                       

                                                                [Download Table]

                                                             DECEMBER 31,   
                                                           -----------------
                                                             1994     1995  
                                                           -------- --------
                                                            (IN THOUSANDS)  
                                                                            
11.35% Mortgage Bonds (a)                                                   
  Carrying Amount......................................... $611,533 $649,139
  Fair Value..............................................  512,638  750,983

---------------------                                                           
(a) The fair value of the Taj Bonds is based on quoted market prices as of      
December 31, 1994 and 1995.                                             

There are no quoted market prices for the NatWest Loan and other debt and a 
reasonable estimate of their value could not be made without incurring      
excessive costs.                                                            

See Note 9 regarding the proposed redemption of these borrowings.           

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

(8) FINANCIAL INFORMATION--TAJ FUNDING                                          

Financial information relating to Taj Funding as of and for the years ended 
December 31, 1994 and 1995 is as follows (in thousands):                        

                                                                [Download Table]

                                                                 1994     1995  
                                                               -------- --------
                                                                                
Total Assets (including First Mortgage Note Receivable of                       
 $765,130 and $780,242 and related interest receivable)......  $783,562 $799,037
                                                               ======== ========
Total Liabilities and Capital (including Taj Bonds payable of                   
 $765,130 and $780,242 and related interest payable).........  $783,562 $799,037
                                                               ======== ========
Interest Income..............................................  $ 86,322 $ 87,914
                                                               ======== ========
Interest Expense.............................................  $ 86,322 $ 87,914
                                                               ======== ========
Net Income...................................................  $    --  $    -- 
                                                               ======== ========

(9) PROPOSED RECAPITALIZATION                                                   

 On January 8, 1996, Trump Hotels & Casino Resorts, Inc. ("THCR"), Taj Holding
and THCR Merger Corp. ("Merger Sub") entered into the Agreement and Plan of     
Merger, as amended by Amendment to Agreement and Plan of Merger, dated as of    
January 31, 1996 (the "Merger Agreement"), pursuant to which Merger Sub will    
merge with and into Taj Holding (the "Merger"). The Merger Agreement provides   
that each outstanding share of Class A Common Stock of Taj Holding (the "Taj    
Holding Class A Common Stock") (other than Dissenting Shares (as defined in the 
Proxy Statement-Prospectus) will be converted into the right to receive, at     
each election, either (a) $30.00 in cash or (b) that number of shares of Common 
Stock of THCR ("THCR Common Stock") as shall have a market value equal to       
$30.00. No fractional shares of THCR Common Stock will be issued in the Merger. 
The Merger Agreement also contemplates the following transactions occurring in  
connection with the Merger:                                                     

(a) the consummation of the offering by THCR of 12,500,000 shares of THCR   
Common Stock (and an amount to be issued pursuant to the underwriters' over-    
allotment option) (the "THCR Stock Offering") and the consummation of the       
offering by Trump Atlantic City Associates ("Trump AC") and its wholly owned    
finance subsidiary Trump Atlantic City Funding, Inc. of $1,200,000,000          
aggregate principal amount of first mortgage notes, the aggregate proceeds of   
which will be used, together with available cash, to (i) pay cash to those      
holders of Taj Holding Class A Common Stock electing to receive cash in the     
Merger, (ii) redeem the Taj Bonds, (iii) redeem the outstanding shares of Class 
B Common Stock of Taj Holding as required in connection with the redemption of  
the Taj Bonds, (iv) retire the outstanding 10 7/8% Mortgage Notes due 2001 of   
Trump Plaza Funding, Inc., (v) satisfy the indebtedness of Taj Associates under 
the NatWest Loan, (vi) purchase certain real property used in the operation of  
the Taj Mahal that is currently leased from a corporation wholly owned by       
Trump, (vii) purchase certain real property used in the operation of Trump      
Plaza Hotel and Casino ("Trump Plaza") that is currently leased from an         
unaffiliated third party, (viii) make a payment to Bankers Trust Company        
("Bankers Trust") to obtain releases of liens and guarantees that Bankers Trust 
has in connection with certain outstanding indebtedness owed by Trump to        
Bankers Trust, and (ix) pay related fees and expenses and provide working       
capital;                                                                        

(b) the contribution by Trump to Trump AC of all of his direct and indirect 
ownership interests in Taj Associates; and                                      

(c) the contribution by THCR to Trump AC of all its indirect ownership      
interests in Taj Associates acquired in the Merger.                             

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TRUMP TAJ MAHAL ASSOCIATES AND SUBSIDIARY 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

To the extent that holders of Taj Holding Class A Common Stock elect to     
receive shares of THCR Common Stock in the Merger, THCR may reduce the size of  
the THCR Stock Offering. In addition to the shares of THCR Common Stock that    
may be issued in the THCR Stock Offering, THCR may issue, as part of the THCR   
Stock Offering, up to an additional 20% of such number of shares, to fund       
working capital and other general corporate purposes.                           

The prospective transaction is subject to a number of conditions, including 
stockholder approval. In addition, there are a number of risks that should be   
considered, including, (i) the high leverage and fixed charges of THCR; (ii)    
the risk in refinancing and repaying indebtedness, and the need for additional  
financing; (iii) THCR's holding company structure and the likelihood that       
dividends will not be paid for the forseeable future; (iv) the restrictions     
imposed on certain activities by certain debt instruments; (v) the historical   
results of Trump Plaza and the Taj Mahal; and (vi) risks associated with the    
riverboat casino at Buffington Harbor, Indiana, to be operated by a subsidiary  
of THCR (the "Indiana Riverboat") and the expansions at Trump Plaza and the Taj 
Mahal. There can be no assurance that the expansions at Trump Plaza or the Taj  
Mahal will be completed or that the Indiana Riverboat or any other gaming       
venture will open or that any of THCR's or the Taj Mahal's operations will be   
successful. See "Risk Factors" included elsewhere in this Prospectus for a      
discussion of these other factors.                                              

(10) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)                              

                                                                [Download Table]

                                           FIRST     SECOND    THIRD    FOURTH  
                                          QUARTER   QUARTER   QUARTER  QUARTER  
                                          --------  --------  -------- -------- 
                                                    (IN THOUSANDS)              
                                                                                
1993                                                                            
----                                                                            
Net Revenues............................. $110,382  $126,364  $141,597 $120,568 
Income from Operations...................   13,014    23,181    30,812   17,451 
Net Income (Loss)........................  (13,003)   (3,192)    4,212  (10,556)
1994                                                                            
----                                                                            
Net Revenues............................. $111,297  $127,254  $147,987 $130,644 
Income from Operations...................    7,902    14,980    31,308   22,444 
Net Income (Loss)........................  (20,761)  (13,847)    3,286   (5,336)
1995                                                                            
----                                                                            
Net Revenues............................. $117,595  $141,893  $157,808 $136,452 
Income from Operations...................   10,298    26,986    35,120   17,486 
Net Income (Loss)........................  (18,511)   (1,642)    6,445  (12,915)

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[Rendering of Trump Indiana Casino at Buffington Harbor]                        

[Rendering of Trump Indiana Gaming Vessel]                                      

[Rendering of the Proposed Taj Circus Casino]                                   

TRUMP                                                   
[LOGO]     HOTELS &                                                             
CASINO RESORTS                                                  

[Renderings of the Taj Mahal's Three Proposed Themed Restaurants; from left to  
right: Hard Rock Cafe(R), All Star Cafe(R) and Rainforest Cafe(R)]            

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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF  
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS   
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPEC- 
TUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY   
THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS 
NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT  
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER  
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE      
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE IN-   
FORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE     
HEREOF.                                                                         

------------  

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                          PAGE
                                                                              
Prospectus Summary.......................................................   3 
Risk Factors.............................................................  22 
Use of Proceeds..........................................................  39 
Price Range of Common Stock..............................................  40 
Dividend Policy..........................................................  40 
Capitalization...........................................................  41 
Selected Historical Consolidated Financial Information...................  42 
Management's Discussion and Analysis of Financial Condition and Results       
 of Operations...........................................................  45 
Unaudited Pro Forma Financial Information................................  56 
Business.................................................................  62 
Regulatory Matters.......................................................  95 
Management............................................................... 108 
Certain Transactions..................................................... 125 
Security Ownership of Certain Beneficial Owners and Management........... 127 
Description of Capital Stock............................................. 128 
Description of the THCR Holdings Partnership Agreement................... 132 
Shares Eligible for Future Sale.......................................... 137 
Special Tax Considerations for Foreign Shareholders...................... 138 
Underwriting............................................................. 140 
Legal Matters............................................................ 142 
Experts.................................................................. 142 
Available Information.................................................... 142 
Index to Financial Statements............................................ F-1 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

12,500,000 SHARES 

TRUMP 
HOTEL & 
CASINO RESORTS  

TRUMP HOTELS & CASINO RESORTS, INC. 

COMMON STOCK

----------------  

PROSPECTUS

----------------  

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION  

SALOMON BROTHERS INC
BT SECURITIES CORPORATION 
SANDS BROTHERS & CO., LTD.

APRIL 11, 1996

--------------------------------------------------------------------------------
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[ALTERNATE COVER PAGE]  

PROSPECTUS                                                                      
APRIL 11, 1996                                                                  

                                                                 TRUMP
                                                                  HOTELS &
                                                                  CASINO RESORTS

500,000 SHARES  

TRUMP HOTELS & CASINO RESORTS, INC. 

COMMON STOCK  

All of the shares of Common Stock ("Common Stock") offered hereby (the      
"Stock Offering") are being issued by Trump Hotels & Casino Resorts, Inc. (the  
"Company") in a non-underwritten sale.                                          

The Stock Offering is part of a comprehensive plan (the "Merger             
Transaction") relating to the acquisition (the "Merger") of Trump Taj Mahal     
Associates ("Taj Associates"), the owner and operator of the Trump Taj Mahal    
Casino Resort (the "Taj Mahal"), by Trump Hotels & Casino Resorts Holdings,     
L.P., a subsidiary of the Company ("THCR Holdings"), the issuance of shares of  
Common Stock by the Company of shares of Common Stock in an underwritten        
public offering (the "Underwritten Offering"), and the refinancing of the debt  
obligations of Taj Associates and Trump Plaza Associates ("Plaza Associates"),  
the owner and operator of the Trump Plaza Hotel and Casino ("Trump Plaza").     
Upon consummation of the Merger Transaction, Trump Atlantic City Associates     
("Trump AC"), a wholly owned subsidiary of THCR Holdings, will wholly own       
Plaza Associates and Taj Associates. In addition to the shares of Common Stock  
to be issued in the Stock Offering and the Underwritten Offering, the Company   
may issue shares of Common Stock pursuant to the Merger.                        

As part of the Merger Transaction and concurrently with the Stock Offering, 
Trump AC and Trump Atlantic City Funding, Inc. ("Trump AC Funding"), a wholly   
owned finance subsidiary of Trump AC, are offering $1.2 billion aggregate       
principal amount of first mortgage notes (the "Mortgage Notes") (the "Mortgage  
Note Offering"). Consummation of the Stock Offering and the Underwritten        
Offering are conditioned upon the consummation of the other transactions        
contemplated by the Merger Transaction (including the Mortgage Note Offering).  

The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "DJT." On April 11, 1996, the closing price of the Common Stock on the   
NYSE was $31 1/4 per share. See "Price Range of Common Stock."                  

INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. 
SEE "RISK FACTORS" BEGINNING ON PAGE 22 FOR A DISCUSSION OF CERTAIN FACTORS     
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK  
OFFERED HEREBY.                                                                 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES  AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES  COMMISSION  
PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.               

NEITHER  THE  NEW  JERSEY  CASINO  CONTROL COMMISSION,  THE  INDIANA  GAMING  
COMMISSION NOR ANY OTHER REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY  
OR ADEQUACY OF  THIS PROSPECTUS.  ANY REPRESENTATION TO  THE CONTRARY IS  
UNLAWFUL.                                                               

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City. In addition, the New Jersey Casino Redevelopment Authority ("CRDA") is    
currently overseeing the development of a new convention center. When           
completed, the approximately $250 million convention center will be the largest 
exhibition space between New York City and Washington, D.C. The new convention  
center, currently scheduled to open in January 1997, will be located at the     
base of the Atlantic City Expressway. Trump Plaza is adjacent to the existing   
Atlantic City Convention Center and will also be one of the closest casino      
hotels to the new convention center, which as currently planned would hold      
approximately 500,000 square feet of exhibit and pre-function space, 45 meeting 
rooms, food-service facilities and a 1,600-car underground parking garage. An   
additional planned infrastructure improvement is the State of New Jersey's      
approximately $125 million capital plan to upgrade and expand the Atlantic City 
International Airport. The Company believes that, as leading Atlantic City      
attractions, the Atlantic City Properties will attract a large portion of any   
increase in the number of potential casino hotel patrons.                       

THE INDIANA RIVERBOAT                                                           

 The Indiana Riverboat, currently scheduled to open for business in the second
quarter of 1996, will feature an approximately 288-foot luxury yacht with       
approximately 37,000 square feet of gaming space with 1,500 slot machines, 73   
table games and capacity for approximately 2,450 passengers and 300 employees   
and will be one of the largest riverboat casinos in the United States. Trump    
Indiana is one of 11 riverboat gaming projects permitted under current Indiana  
law and one of only five to be located in northern Indiana.                     

The Indiana Riverboat's principal market will be the approximately 6.8      
million people residing within 50 miles of Buffington Harbor in the greater     
Chicago metropolitan area. Approximately 11.2 million and 24.2 million people   
live within a 100- and 200-mile radius of Buffington Harbor, respectively,      
encompassing portions of the states of Indiana, Illinois, Michigan, Ohio and    
Wisconsin (the "Great Lakes Market"). Through the use of the "Trump" name and   
systematic marketing programs, the Company will seek to attract drive-in        
customers to the Indiana Riverboat. Casinos currently operating in the Great    
Lakes Market have generally been very successful, achieving operating results   
exceeding those of most new jurisdictional markets. The Company believes that   
these operating results indicate that the Great Lakes Market should be capable  
of absorbing significant capacity expansion in the future. Under current        
regulations in Indiana, most games typically available in Atlantic City casinos 
will be permitted on the Indiana Riverboat. Riverboat casinos in Indiana will   
be permitted to stay open 24 hours per day, 365 days per year and to extend     
credit and accept credit charge cards, with no loss or wagering limits.         

THE STOCK OFFERING

                                                                [Download Table]
                                                             
Common Stock Offered.................. 500,000 shares        
Common Stock to be outstanding after                         
 the Merger Transaction............... 23,377,718 shares(/1/)
New York Stock Exchange Symbol........ DJT                   

--------------------                                                            
(1) Does not include (i) 6,680,723 shares of Common Stock (subject to certain   
 adjustments) issuable to Trump upon conversion of his limited partnership
 interest in THCR Holdings; (ii) 1,391,584 shares of Common Stock (subject
to certain adjustments) issuable to Trump Taj Mahal, Inc. ("TTMI"), a   
corporation wholly owned by Trump, upon conversion of its limited       
partnership interests in THCR Holdings; (iii) 133,333 shares of Common  
Stock issuable upon exercise of options granted to the Chief Executive  
Officer of the Company pursuant to the 1995 Stock Plan; (iv) a phantom  
   stock unit award (representing the right to receive 66,666 shares of Common
Stock on June 12, 1997) granted to the Chief Executive Officer of the   
Company pursuant to the 1995 Stock Plan; (v) 733,334 additional shares  
reserved for issuance pursuant to the 1995 Stock Incentive Plan; (vi)   
1,800,000 shares of Common Stock underlying the warrant to be issued to 
   Trump in connection with the Merger Transaction (a) 600,000 shares of which
  may be purchased on or before the third anniversary of the issuance of the
 warrant at $30.00 per share, (b) 600,000 shares of which may be purchased
on or before the fourth anniversary of the issuance of the warrant at   
$35.00 per share, and (c) 600,000 shares of which may be purchased on or
 before the fifth anniversary of the issuance of the warrant at $40.00 per
share; or (vii) any shares of Common Stock which may be issued in the   
   Merger. Also excludes shares of Class B Stock of the Company held and to be
  held by Trump and TTMI which represent non-economic voting interest in the
Company. Includes an estimation of the number of fractional shares of   
Common Stock to be issued in the Merger.                                

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THE MORTGAGE NOTE OFFERING

(Offered by Trump AC and Trump AC Funding exclusively pursuant to a separate
prospectus.)

Concurrently with and as a condition to consummation of the Stock Offering  
and the Underwritten Offering, Trump AC and Trump AC Funding will issue $1.2    
billion of Mortgage Notes pursuant to the Mortgage Note Offering. Trump AC      
Funding, a Delaware corporation, was recently formed for the sole purpose of,   
and will engage in no activities or business other than in connection with, the 
issuance of the Mortgage Notes. Certain terms of the Mortgage Notes are         
described under "Business--Certain Indebtedness."                               

The Mortgage Note Offering, the Stock Offering and the Underwritten Offering
(collectively, the "Offerings") are part of the comprehensive plan relating to  
the Merger of a subsidiary of the company with and into Taj Mahal Holding Corp. 
("Taj Holding"), which currently beneficially owns a 50% equity interest in Taj 
Associates; the contribution by the Company to Trump AC (on behalf, and at the  
direction, of THCR Holdings) of all of its direct and indirect ownership        
interests in Taj Associates acquired in the Merger; the contribution by Trump   
of the remaining 50% equity interest in Taj Associates to Trump AC (on behalf,  
and at the direction, of THCR Holdings); and the refinancing of substantially   
all of the outstanding indebtedness of Taj Associates and Plaza Associates.     

The consummation of the Stock Offering and the Underwritten Offering are    
conditioned upon the consummation of each transaction contemplated by the       
Merger Transaction, including the Senior Note Consent Solicitation (as          
defined), the Plaza Note Consent Solicitation (as defined), the Plaza Note      
Purchase (as defined) and the Mortgage Note Offering.                           

RISK FACTORS

 Prospective investors should carefully evaluate the matters set forth herein,
including those under the heading "Risk Factors." Factors to be considered      
include:                                                                        

. the high leverage and fixed charges of the Company                        
. the Company's holding company structure and the likelihood that dividends 
will not be paid for the foreseeable future                             
. the risk in refinancing and repayment of indebtedness, and the need for   
additional financing                                                    
. the restrictions on certain activities imposed by certain debt            
instruments                                                             
. the historical results of Trump Plaza and the Taj Mahal, including past   
net losses                                                              
. conflicts of interest                                                     
. control by and the involvement of Trump                                   
. risks associated with the Trump Plaza Expansion and the Taj Mahal         
Expansion                                                               
. risks relating to the Indiana Riverboat                                   
. competition in the gaming industry                                        
. reliance on certain key personnel                                         
. the strict regulation by gaming authorities, including the potential      
disqualification of holders of Common Stock                             
. considerations with respect to the acquisition and development of         
additional gaming ventures                                              
. limitations on the Company's license of the "Trump" name                  
. fraudulent transfer considerations                                        
. the shares of Common Stock eligible for future sale                       
. the trading markets and potential volatility of the market price of the   
shares of Common Stock.                                                 

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USE OF PROCEEDS 

The Company will not receive any cash proceeds from the issuance of the     
500,000 shares of Common Stock offered hereby. Such shares are being issued     
directly to First Fidelity in connection with the satisfaction of the First     
Fidelity Loan (as defined). The proceeds from the Underwritten Offering,        
together with the proceeds from the Mortgage Note Offering, will be used as set 
forth below to:                                                                 

 (i) pay cash to those holders of Class A Common Stock, par value $.01 per
share, of Taj Holding (the "Taj Holding Class A Common Stock") electing to  
receive cash in the Merger;                                                 

(ii) redeem the outstanding 11.35% Mortgage Bonds, Series A, due 1999   
(the "Taj Bonds") of Trump Taj Mahal Funding, Inc.'s ("Taj Funding") (the   
"Taj Bond Redemption"), at a redemption price equal to 100% of the          
principal amount thereof, plus accrued interest to the date of redemption;  

(iii) redeem the outstanding shares of the Class B Common Stock, par    
value $.01 per share, of Taj Holding (the "Taj Holding Class B Common       
Stock"), as required in connection with the Taj Bond Redemption at the      
redemption price of $.50 per share;                                         

(iv) retire the outstanding 10 7/8% Mortgage Notes due 2001 (the "Plaza 
Notes") of Trump Plaza Funding, Inc. ("Plaza Funding"), (the "Plaza Note    
Purchase");                                                                 

(v) satisfy the indebtedness of Taj Associates under a loan agreement   
with National Westminster Bank USA ("NatWest") (the "NatWest Loan");        

(vi) purchase certain real property used in the operation of the Taj    
Mahal that is currently leased from a corporation wholly owned by Trump and 
satisfy certain related indebtedness owed to First Fidelity Bank, National  
Association (now known as First Union National Bank) ("First Fidelity")     
(the "First Fidelity Loan");                                                

(vii) purchase Trump Plaza East pursuant to the purchase option (the    
"Trump Plaza East Purchase Option") held by Trump Plaza Associates ("Plaza  
Associates"), the owner and operator of Trump Plaza;                        

(viii) pay Bankers Trust Company ("Bankers Trust") $10 million to obtain
releases of liens and guarantees that Bankers Trust has in connection with  
certain outstanding indebtedness owed by Trump to Bankers Trust (the "Trump 
Indebtedness"); and                                                         

(ix) pay related fees and expenses and provide for working capital and  
other general corporate purposes.                                           

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USE OF PROCEEDS 

The Company will not receive any cash proceeds from the issuance of the     
500,000 shares of Common Stock offered hereby. Such shares are being issued     
directly to First Fidelity in connection with the satisfaction of the First     
Fidelity Loan. The net proceeds to the Company from the Underwritten Offering,  
after payment of underwriting discounts, are estimated to be $369.3 million     
($424.7 million if the Underwriters' over-allotment option is exercised in      
full). In connection with the Merger Transaction, the proceeds from the         
Underwritten Offering, together with the proceeds from the Mortgage Note        
Offering, will be used as set forth below.                                      

The following table sets forth the anticipated sources and uses of funds for
the Merger Transaction (assuming an April 15, 1996 consummation):               

(DOLLARS IN MILLIONS) 

ANTICIPATED SOURCES OF FUNDS                                                    

                                                                [Download Table]

CASH SOURCES                      
                                  
Underwritten Offering.... $  390.6
Mortgage Note Offering...  1,200.0
                          --------
 Total Cash Sources......  1,590.6
                          --------

ANTICIPATED USES OF FUNDS                                                       

                                                                [Download Table]

CASH USES                              
                                       
Redeem Taj Bonds(a)........... $  794.4
Retire Plaza Notes............    370.0
Satisfy NatWest Loan..........     36.5
Exercise Trump Plaza East              
 Purchase Option..............     28.0
Financing Fees and Expenses...     57.3
Payment to First Fidelity.....     50.0
Payment to Bankers Trust......     10.0
Acquisition of Taj Holding             
 Class A Common Stock.........     31.5
Redeem Taj Holding Class B             
 Common Stock.................      0.4
Transaction Fees and Expenses          
 .............................     30.0
Working Capital/General                
 Corporate Purposes...........    182.5
                               --------
 Total Cash Uses..............  1,590.6
                               --------
                                                                [Download Table]

NON-CASH SOURCES                                             
                                                             
Common Stock Equivalents to be issued to Trump(b)..      40.5
Common Stock to be issued to                                 
 Holders of Taj Holding Class A                              
 Common Stock...................                          9.0
Common Stock to be issued to                                 
 First Fidelity.................                         15.6
                                                     --------
 Total Non-Cash Sources.........                         65.1
                                                     --------
TOTAL SOURCES...................                     $1,655.7
                                                     ========
                                                                [Download Table]
                                        
NON-CASH USES                           
Acquisition of Trump's direct           
 and indirect equity interests          
 in Taj Associates.............     40.5
Common Stock issued to Holders          
 of Taj Holding Class A Common          
 Stock.........................      9.0
Common Stock issued to First            
 Fidelity......................     15.6
                                --------
 Total Non-Cash Uses...........     65.1
                                --------
TOTAL USES..................... $1,655.7
                                ========

---------------------                                                           
(a) Includes the Additional Amount (as defined) through April 15, 1996. See     
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."                                                         
(b) Represents the value of the shares of Common Stock into which the limited   
partnership interests in THCR Holdings to be issued to Trump and TTMI, a
corporation wholly owned by Trump, in connection with the Merger        
Transaction will be convertible.                                        

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PLAN OF DISTRIBUTION  

The shares of Common Stock offered in the Stock Offering will be issued by  
the Company in a non-underwritten sale. Such shares are being issued directly   
to First Fidelity in connection with the satisfaction of the First Fidelity     
Loan. All expenses relating to the distribution of these shares will be borne   
by the Company. There will be no underwriting discounts and commissions with    
respect thereto.                                                                

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 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF  
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS   
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN   
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY  
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH 
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO    
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER   
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY    
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS  
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.                           

------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                          PAGE
                                                                              
Prospectus Summary.......................................................   3 
Risk Factors.............................................................  22 
Use of Proceeds..........................................................  39 
Price Range of Common Stock..............................................  40 
Dividend Policy..........................................................  40 
Capitalization...........................................................  41 
Selected Historical Consolidated Financial Information...................  42 
Management's Discussion and Analysis of Financial Condition and Results       
 of Operations...........................................................  45 
Unaudited Pro Forma Financial Information................................  56 
Business.................................................................  62 
Regulatory Matters.......................................................  95 
Management............................................................... 108 
Certain Transactions..................................................... 125 
Security Ownership of Certain Beneficial Owners and Management........... 127 
Description of Capital Stock............................................. 128 
Description of the THCR Holdings Partnership Agreement................... 132 
Shares Eligible for Future Sale.......................................... 137 
Special Tax Considerations for Foreign Shareholders...................... 138 
Plan of Distribution..................................................... 140 
Legal Matters............................................................ 142 
Experts.................................................................. 142 
Available Information.................................................... 142 
Index to Financial Statements............................................ F-1 

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500,000 SHARES

TRUMP 
HOTELS &  
CASINO RESORTS  

TRUMP HOTELS & CASINO RESORTS, INC. 

COMMON STOCK

----------------

PROSPECTUS

----------------

APRIL 11, 1996

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