Elsinore Corp – ‘10-K’ for 12/31/96

As of:  Friday, 2/21/97   ·   For:  12/31/96   ·   Accession #:  311049-97-2   ·   File #:  1-07831

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Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         96±   407K 
 2: EX-10       Material Contract                                     21±    83K 
 3: EX-23       Consent of Experts or Counsel                          1      7K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K 

10-K   —   Annual Report
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SECURITIES AND EXCHANGE COMMISSION                      
   Washington, D.C.  20549
Form 10-K                         

X  Annual Report Pursuant to Section 13 or 15(d) of the             
Securities Exchange Act of 1934                                       

For the fiscal year ended December 31, 1996                         

Transition Report Pursuant to Section 13 or 15(d) of the      
Securities Exchange Act of 1934                                       

Commission File Number 1-7831                         

ELSINORE CORPORATION                        
(Exact name of registrant as specified in its charter)                

NEVADA                              88-0117544    
(State or other jurisdiction of             (IRS Employer     
 incorporation or organization)            Identification No.)

202 FREMONT STREET, LAS VEGAS, NEVADA        89101                  
(Address of principal executive offices)  (Zip Code)    

(702) 385-4011                    
(Registrant's telephone number, including area code)                  

Securities Registered Pursuant to Section 12(b) of the Act:           
Title of Each Class   Name of Stock Exchange on Which Registered      
COMMON STOCK        AMERICAN STOCK EXCHANGE                 

Securities Registered Pursuant to Section 12(g) of the Act:           
NONE                        

Indicate by check mark whether the registrant (1) has filed all       
reports required to be filed by Section 13 or 15(d) of the            
Securities Exchange Act of 1934 during the preceding 12 months (or    
for such shorter period that the registrant was required to file      
such reports), and (2) has been subject to such filing requirements   
for the past 90 days.  YES   X      NO                                

Indicate by check mark if disclosure of delinquent filers pursuant    
to Item 405 of Regulation S-K is not contained herein, and will not   
be contained, to the best of registrant's knowledge, in definitive    
proxy or information statements incorporated by reference in Part     
III of this Form 10-K or any amendment to this Form 10-K.  [ ]        

On February 10, 1997 there were 15,891,793 shares of common stock     
issued and outstanding.                                               

Total number of sequentially numbered pages _______                   
Exhibit Index begins at sequential page number ________     

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TABLE OF CONTENTS                         

PART 1                                                                
Page                                                                  

Item 1.   Business                                          
Item 2.   Properties                                        
Item 3.   Legal Proceedings                                 
Item 4.   Submission of Matters to a                        
Vote of Security-Holders      

Part II                                                               

Item 5.   Market for Registrant's Common Equity             
 and Related Shareholder Matters
Item 6.   Selected Financial Data                           
Item 7.   Management's Discussion and                       
 Analysis of Financial Condition
and Results of Operations   
Item 8.   Financial Statements and                          
Supplementary Data            
Item 9.   Changes in and Disagreements                      
with Accountants              
          on Accounting and Financial Disclosure

PART III                                                              

Item 10.  Directors and Executive Officers                  
of the Registrant             
Item 11.  Executive Compensation                            
Item 12.  Security Ownership of Certain                     
  Beneficial Owners and Management
Item 13.  Certain Relationships and                         
Related Transactions          

PART IV                                                               

Item 14.       Exhibits, Financial Statement Schedules      
and Reports on Form 8-K               

SIGNATURES                                                  

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PART I                        

ITEM 1.  BUSINESS                                                     

SUMMARY AND RECENT DEVELOPMENTS                         

Elsinore Corporation ("Elsinore" or the "Company") owns,    
operates and develops casinos and casino/hotels in the United         
States.  The Company owns and operates its principal property, the    
Four Queens Hotel and Casino (the "Four Queens") in downtown Las      
Vegas, Nevada.  The Company has also assisted in the development      
and management of two casinos on Native American land; the            
Spotlight 29 Casino, located near Palm Springs, California, which     
opened on January 14, 1995, and the 7 Cedars Casino, located on       
the Olympic Peninsula in Washington State, which opened               
February 3, 1995.  However, the Company's primary business now is     
concentrated on the operation of the Four Queens.                     

To assist in management's expansion strategy which began in 
1993, the Company borrowed $60 million through the issuance of its    
12.5% First Mortgage Notes due 2000 ("1993 First Mortgage Notes")     
in October 1993 and an additional $3 million through the issuance     
of its 20% Mortgage Notes due 1996 ("1994 Mortgage Notes") in         
October 1994.                                                         

In January 1995, the Company completed an underwritten      
public offering of 2.5 million shares of its common stock (the        
"Equity Offering").  At that time, the Company believed the net       
proceeds of the Equity Offering (approximately $4 million before      
deducting the Company's offering expenses), together with cash on     
hand and cash generated from operations, would be sufficient to       
satisfy the Company's working capital requirements through the        
first quarter of 1995.  However, principally as a result of the       
unanticipated poor initial performance of the Spotlight 29 Casino     
following its opening, the Company was required to obtain             
additional financing through the sale of $1,706,250 aggregate         
principal amount of its 7.5% Convertible Subordinated Notes due       
December 31, 1995 (the "Convertible Notes").  The private             
placement of Convertible Notes was completed on March 31, 1996.       

Chapter 11 Proceedings. On October 31, 1995, Elsinore and   
certain of its subsidiaries filed a voluntary petition in the         
United States Bankruptcy Court for the District of Nevada (Las        
Vegas, Nevada) (the "Bankruptcy Court") to reorganize under           
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy      
Code").  The file number in the case is 95-24685 RCJ with Judge       
Robert C. Jones presiding.  On November 10, 1995, Olympia Gaming      
Corporation, a wholly-owned subsidiary of the Company, also filed     
a voluntary petition in the same Court.  The Company is currently     
operating as a debtor-in-possession under the supervision of the      
Bankruptcy Court.  As a debtor in possession, the Company may         
operate its business but may not engage in transactions outside of    
the ordinary course of business without the approval of the           
Bankruptcy Court.                                                     

On February 28, 1996, the Company filed a plan of           
reorganization and accompanying disclosure statement.  On July 16,    
1996 and July 18, 1996, the Bankruptcy Court conducted hearings       
regarding the confirmation of the plan submitted by the Company.      
At that time, due to objections by certain creditors and equity       
holders, the Bankruptcy Court indicated that certain modifications    
to the plan would be required for confirmation, including making      
no distributions to the Company's equity holders.  However, prior     
to entry of an order confirming the modified plan, the objections     
of creditors were withdrawn in return for a reallocation of the       
equity interests in the reorganized Elsinore.  See "Item 1.           
Business--Chapter 11 Proceedings."                                    

On August 8, 1996, the Bankruptcy Court entered an order    
confirming the plan of reorganization submitted by the Company as     
modified by the terms of that order (the "Plan") consistent with      
the reallocation of equity interests.  This order included an         
accelerated confirmation date for the Plan of August 12, 1996.        
Final effectiveness of the Plan is dependent upon a number of         
conditions.  The Company believes that the only condition             
remaining to be satisfied is the receipt of approval from the         
Nevada Gaming Authorities with respect to the post-effectiveness      
significant Board Members.  See "Item 1.  Business--Chapter 11        
Proceedings" and "Item 1.  Business--Regulations -- Nevada Gaming     
Operations."  The Company expects the Plan to be fully effective      
by March 1997.                                                        

Under the Plan, 80% of the equity interest in the           
reorganized Elsinore will be distributed in specified percentages     
to certain classes of the Company's creditors and equity holders.     
The remaining 20% of the equity interests in the reorganized          
Elsinore will be distributed pursuant to a rights offering which      
will raise $5 million in additional capital for the reorganized       
Elsinore. The unofficial committee of the 1993 First Mortgage Note    
Holders (The "Bondholder Committee") has guaranteed a 100%            
subscription for the $5 million rights offering. On or about          
October 10, 1996, the rights offering commenced. As of December       
31, 1996, the Company had received $4,287,000 (including interest     
of $19,000 on subscription amounts paid into the account by           
members of the Bondholders committee) in rights offering proceeds     
of which over 99% was paid by the Bondholders Committee members.      
As of February 10, 1997 , the Company had received an additional      
$130,000 from the Bondholders Committee. The remaining amount of      
approximately $583,000 must be paid by the Bondholders Committee      
prior to the Plan's effective date. All rights proceeds are being     
held in a restricted account until the Plan's effectiveness.          

Management Change. The Company's confirmed Plan calls for a 
change in the management of the reorganized Elsinore.  Effective      
August 12, 1996, the Company entered an Interim Management            
Agreement with Riviera Gaming Corp. - Elsinore, Inc. to manage the    
business operations of the Company subject to the direction of the    
boards of directors of Elsinore and its subsidiaries.                 

Also, on August 12, 1996, pursuant to a Stipulation between 
the Company and the unofficial committee of the First Mortgage        
noteholders (the "Bondholder Committee"), senior management           
(Thomas E. Martin, President and Chief Executive Officer and          
Frank L. Burrell, Jr., Chairman of the Board) ceased to be            
compensated employees of the Company, although they will continue     
to serve both as directors and authorized officers until replaced.    

When the Plan is fully effective, the existing board of the 
Company will be reconstituted with new directors, four of whom        
will be chosen by the Bondholders Committee, and one will be          
chosen by the Equity Committee appointed in the bankruptcy case       
(with input from other creditor constituencies).  As of               
February 17, 1997, the new directors had been nominated and the       
Plan's effectiveness is awaiting final Nevada Gaming Authorities      
approval of those nominees.                                           

The Plan contemplated that management of the Company from   
the date of the Plan's confirmation until the Plan's Effective        
Date would be undertaken by a nominee of the Bondholders              
Committee. The Company and Riviera Gaming Management Corp -           
Elsinore ("Riviera"), the nominee of the Bondholders Committee,       
have entered an Interim Management Agreement (the "Interim            
Agreement") pursuant to which Riviera has assumed exclusive           
managerial responsibility over the Four Queens Hotel and Casino,      
and ancillary facilities (together the "Four Queens Hotel"),          
subject to supervision of the Boards of Directors of Elsinore and     
FQI. Under the Interim Agreement, Riviera is responsible for          
providing training to Four Queens Hotel personnel, marketing and      
sales at the Four Queens Hotel, internal accounting and other         
managerial tasks. In return, the Riviera receives a management fee    
of $83,333 per month. All personnel employed at the Four Queens       
Hotel, other than those hired by the Riviera for purposes of          
fulfilling its responsibilities, remain the employees of the          
Company. In addition, during the Interim Agreement, the Company       
retains full responsibility for payment of all expenses related to    
operation of the Four Queens Hotel. Riviera has no obligation to      
pay any expenses or to make any capital expenditure with respect      
to the Four Queens Hotel which are not funded by the Company. The     
Interim Agreement by its terms will terminate upon the                
commencement of the first calendar quarter following the Plan's       
Effective Date.                                                       

The bankruptcy process has provided an opportunity for      
Elsinore to respond to changes in the industry and redirect its       
strategy to become more competitive.  In addition, the bankruptcy     
process has afforded the Company an opportunity to eliminate or       
renegotiate certain pre-petition debt to a more manageable level      
resulting in greater financial flexibility.                           

The Four Queens; The Fremont Street Experience.             

Based principally on results at the Four Queens, the Company's        
earnings before interest, income taxes, depreciation and              
amortization, (and before the provision for losses recognized on      
loans receivable from Native American Tribes, the write-off of        
casino development costs and expenses recognized as a result of       
the reorganization proceedings in 1995) increased in 1996 to $7.0     
million, from $1.4 million in 1995.  The Company believes this        
improvement was at least partially attributable to increased          
visitors to downtown because of (1) the Fremont Street Experience     
attraction and (2) the related improvement of vehicular traffic       
flow to the downtown Fremont Street Experience area following         
completion of its construction in November, 1995. However,            
competition continues to intensify in the Las Vegas market as new     
resorts are developed and existing resorts expand.   The Company      
believes that customers of the downtown casino/hotels who would       
normally spend substantially all of their gaming and entertainment    
budget at downtown casinos are being drawn to and spent a portion     
of their budgets at these new Strip properties, resulting in a        
loss of revenue to downtown casinos.                                  

The Fremont Street Experience is a cooperative undertaking among      
the downtown casinos to create a feature attraction along Fremont     
Street in downtown Las Vegas.  The Fremont Street Experience has      
transformed four blocks of Fremont Street into a covered              
pedestrian mall, connecting the Four Queens and nine other major      
entertainment venues that together offer 17,000 slot machines,        
over 500 blackjack and other table games, 41 restaurants and 8,000    
hotel rooms.  The Fremont Street Experience features a 10-story       
celestial vault, sound effects and a high tech light show which       
add to the neon signs and marquees for which the downtown area is     
already famous.  As part of the Fremont Street Experience, a new      
1,500-space parking garage has been constructed.  The Company         
believes that the Fremont Street Experience will assist the           
downtown area in its effort to draw increased patronage to the        
downtown market.                                                      

Based on the observation of downtown gaming revenue patterns
in 1989-1991, the period during which two other themed mega-resort    
casinos, the Mirage and Excalibur, opened on the Las Vegas Strip,     
and on the opening of the Fremont Street Experience in December       
1995, the Company believes that gaming revenues at the Four Queens    
and at downtown casinos generally will increase, driven               
principally by a greater number of gaming and hotel patrons in the    
downtown market.  However, there is no assurance that patronage or    
gaming revenues at downtown casinos or the Four Queens will           
increase.                                                             

Spotlight 29 Casino.  Since March 1995, Elsinore, its wholly
owned subsidiary, Elsub Management Corporation ("Elsub") and Palm     
Springs East Limited Partnership ("Palm Springs East"), of which      
Elsub is the general partner, and the Twenty-Nine Palms Band of       
Mission Indians (the "Band") have been involved in a dispute          
regarding, among other things, the terms of a management contract     
(the "Spotlight 29 Contract") under which Palm Springs East had       
the exclusive right to manage and operate the Spotlight 29 Casino,    
owned by the Band, located near Palm Springs, California.             

As a result of this dispute, on April 17, 1995, the Company 
was ousted as manager of the Spotlight 29 Casino. The Company then    
declared a breach of the Spotlight 29 Contract and a related loan     
agreement under which Palm Springs East had lent approximately        
$12.5 million to the Band for construction of the Spotlight 29        
Casino and for working capital contributions.                         

In light of the Company's disassociation with the operations
of the Spotlight 29 Casino, the Company's management determined to    
write-off, in the quarter ended March 31, 1995, the unamortized       
balance of casino development costs incurred on the project of        
$1,037,000 and ceased accrual of interest on the project note and     
loans evidencing working capital advances.  On May 16, 1995, the      
Band delivered to the Company "Notice to Terminate Management         
Agreement" which asserted material breaches of the Spotlight 29       
Contract and requested payment of approximately $1.5 million by       
June 16, 1995 to cover working capital shortfalls.                    

On October 31, 1995, Elsinore, Palm Springs East and Elsub  
filed voluntary petitions for reorganization under Chapter 11 of      
the Bankruptcy Code.  In December 1995 the Company reserved the       
$9,000,000 amount due from the Band.                                  

As of March 29, 1996, the Company reached a settlement with 
the Band, which has been approved by the Bankruptcy Court and the     
Bureau of Indian Affairs.  Pursuant to the settlement, the Company    
has received a promissory note from the Band in the principal         
amount of $9 million with a 36 month amortization schedule.           
However, because of limitations on the funds from which the note      
is to be paid, there is a possibility it will not be paid in full.    
Given these limitations on the recovery of principal and interest     
due on the note, management has not reduced the allowance for loss    
in an amount of $9 million against the aggregate receivables          
provided in the quarter ended December 31, 1995.  The first           
payment was made by the Band on October 29, 1996. See "Item 1.        
Business -- Native American Gaming Projects -- Spotlight 29           
Casino" for further detail.                                           

7 Cedars Casino.  Elsinore, through its wholly-owned        
subsidiary, Olympia Gaming Corporation ("Olympia"), entered a         
Gaming Project Development and Management Agreement (the "7 Cedars    
Contract") to operate the 7 Cedars Casino located on the Olympic      
Peninsula in the state of Washington and owned by the Jamestown       
S'Klallam Tribe (the "S'Klallam Tribe").  In addition, the Company    
lent, in the aggregate, $9 million to the S'Klallam Tribe for         
construction of the casino pursuant to the 7 Cedars Contract.         

Under the terms of the 7 Cedars Contract, the Company was   
obligated to establish a reserve fund for "working capital," a        
term which is not defined in the 7 Cedars Contract.  The Company      
believes the parties did not intend to apply a "working capital"      
definition based on generally accepted accounting principles          
which, in the Company's view, would be impracticable in the           
context of the 7 Cedars Contract and which, in practice, has never    
been followed. Since its opening on February 3, 1995, the 7 Cedars    
Casino incurred a cumulative net loss and an attendant decrease in    
working capital which has been substantial.                           

On November 1, 1995, the S'Klallam Tribe asserted that the  
Company had defaulted on the June, July, August and September 1995    
minimum guaranteed payments to the S'Klallam Tribe as defined by      
the 7 Cedars Contract in the aggregate amount of $100,000 and         
requested immediate payment.  In addition, the S'Klallam Tribe        
demanded that a minimum of $2,540,000 be paid immediately to cover    
current expenses and up to $5,390,000 for working capital             
shortfalls according to its interpretation of the 7 Cedars            
Contract.  On November 13, 1995 the Company received a letter from    
the S'Klallam Tribe asserting that the 7 Cedars Contract had been     
terminated.                                                           

On November 10, 1995, Olympia filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code with the       
United States Bankruptcy Court for the District of Nevada (Las        
Vegas, Nevada).  The Company maintains that the 7 Cedars Contract     
has not been terminated.                                              

As a result of significantly lower than projected gaming    
revenues, 7 Cedars has incurred substantial operating losses since    
its opening. Based upon the cumulative net loss incurred for the 7    
Cedars Casino and because the Company's $9 million loan to the        
S'Klallam Tribe is payable solely from the 7 Cedars earnings,         
management determined to write-off the remaining unamortized          
balance of capitalized casino development costs of approximately      
$242,000 in September 1995 and in December 1995 provided an           
allowance for loss against the $9,000,000 outstanding balance of      
the project loan and accrued interest thereon.                        

Changes in Management.  Effective April 1, 1996, Gary R.    
Acord, Chief Financial Officer, resigned his position with the        
Company. Brent E. Duncan was named Treasurer and Secretary of the     
Company on June 4, 1996.                                              

The Company's confirmed Plan calls for a change in the      
management of the reorganized Elsinore.  Effective August 12,         
1996, the Company entered an Interim Management Agreement with        
Riviera Gaming Corp. - Elsinore, Inc. to manage the business          
operations of the Company subject to the direction of the boards      
of directors of Elsinore and its subsidiaries.                        

Also, on August 12, 1996, pursuant to a Stipulation between 
the Company and the unofficial committee of the First Mortgage        
noteholders (the "Bondholder Committee"), senior management           
(Thomas E. Martin, President and Chief Executive Officer and          
Frank L. Burrell, Jr., Chairman of the Board) ceased to be            
compensated employees of the Company, although they will continue     
to serve both as directors and authorized officers until replaced.    

When the Plan is fully effective, the existing board of the 
Company will be reconstituted with new directors, four of whom        
will be chosen by the Bondholders Committee, and one will be          
chosen by the Equity Committee appointed in the bankruptcy case       
(with input from other creditor constituencies).  As of               
February 10, 1997, the new directors had been nominated and the       
Plan's effectiveness is awaiting final Nevada Gaming Authorities      
approval of those nominees.                                           

    Trading Halt/Potential Delisting.       Trading in the Company's
common stock continues to be halted by the American Stock Exchange    
("AMEX") and the Pacific Stock Exchange ("PSE").  Elsinore intends    
to pursue reactivation of its listings with AMEX and PSE so that      
the New Common Stock in the reorganized Elsinore can be traded        
publicly following the effective date of the Plan.  However, by       
letter dated January 27, 1997, Elsinore was informed of AMEX's        
intention to pursue the delisting of Elsinore's Common Stock. By      
letter dated February 3, 1997, the Company requested that AMEX        
defer a final decision on delisting until mid-March 1997 so that      
the reconstituted board of directors has an opportunity to decide     
on a course of action.  By letter dated February 5,1997 AMEX          
agreed to extend the Company's time to request an appeal to March     
14, 1997.                                                             

CHAPTER 11 PROCEEDINGS                        

Initiation of Chapter 11 Proceedings.                                 

On October 31, 1995, Elsinore and certain of its            
subsidiaries (Four Queens, Inc., Four Queens Experience               
Corporation, Elsub Management Corporation, and Palm Springs East      
Limited Partnership) filed voluntary petitions in the United          
States Bankruptcy Court for the District of Nevada (Las Vegas,        
Nevada) (the "Bankruptcy Court") to reorganize under Chapter 11 of    
the United States Bankruptcy Code (the "Bankruptcy Code").  On        
November 10, 1995, Elsinore's subsidiary, Olympia Gaming              
Corporation, also filed a voluntary petition in the Bankruptcy        
Court seeking reorganization under Chapter 11.  The Company is        
continuing to manage its business affairs as a debtor-in-possession   
under the supervision of the Bankruptcy Court.  The reorganization    
of Elsinore and its subsidiaries is being jointly                     
administered.  The file number in the case is 95-24685 RCJ with       
Judge Robert C. Jones presiding.                                      

The Company believes that no single factor led directly to  
the filing of the Elsinore related bankruptcy cases; but rather,      
that a combination of several factors led to the need to seek         
Chapter 11 relief.                                                    

Initially in October 1994, the IRS delivered to Elsinore a  
final assessment relating to certain adjustments to taxable income    
taken by Elsinore for fiscal years ending January 31, 1980 through    
December 31, 1983.  The Company was advised and believed that         
there would be no liability for taxes in these years above the        
$3.5 million payment which was deposited with the IRS in 1991.        
However, the IRS assessment called for Elsinore to pay                
approximately $5.7 million, in addition to $3.5 million deposited     
in 1991.  A tax lien was recorded by the IRS in November 1994.  In    
December of 1994, Elsinore and the IRS entered into an agreement      
whereby the assessment was to be paid in monthly installments over    
the course of a year.  In the nine months prior to the filing of      
its bankruptcy petition, Elsinore paid approximately $3.5 million     
to the IRS.  The Company believes that these payments contributed     
greatly to the liquidity problems faced by Elsinore prior to          
commencing its bankruptcy case.                                       

Second, as discussed more thoroughly below, Elsinore developed and    
managed the Spotlight 29 Casino, a Class II gaming facility, on       
the tribal land owned by the Twenty-Nine Palms Band.  In March of     
1995, in order to compete with other casinos in the area, the         
Twenty-Nine Palms Band installed Class III electronic gaming          
machines at the Spotlight 29 Casino.  In March of 1995, as well as    
today, there is no express state or federal authorization for the     
use of Class III gaming devices at the Spotlight 29 Casino.  The      
installation of these Class III devices was brought to the            
attention of the Nevada Gaming Authorities and Elsinore was           
informed that the Nevada Gaming Authorities viewed the                
installation of the devices as a violation of California and          
Federal gaming law and expressed concerns regarding Elsinore's        
continued association with the Twenty-Nine Palms Band.  The           
Company attempted to persuade the Twenty-Nine Palms Band to           
discontinue use of the Class III devices at the Spotlight 29          
Casino, but they refused.  In view of the position taken by the       
Nevada Gaming Authorities, the Company withdrew as manager of the     
Spotlight 29 Casino and commenced action against the Twenty-Nine      
Palms Band.  See "Item 1. Business--Native American Gaming            
Projects--Spotlight 29 Casino."  The Company believes that the        
resulting non-payment of principal and interest on the project        
loan and management fees in 1995 together with the approximately      
$1.2 million in working capital deficiencies funded by the Company    
prior to its disassociation with the Spotlight 29 Casino              
contributed to the Company's financial difficulties leading up to     
the bankruptcy filings.                                               

Third, revenues at the 7 Cedars Casino was much lower than  
projected during 1995.  See "Item 1. Business--Native American        
Gaming Projects--7 Cedars Casino."  The Company believes that the     
resulting operating losses and consequent inability of 7 Cedars to    
payback project loan interest and principal and management fees       
contributed to the Company's financial difficulties leading up to     
the bankruptcy filings.                                               

Fourth, construction of the Fremont Street Experience and   
related infrastructure improvements significantly disrupted           
traffic flow into and around the Four Queens.  As a result,           
patronage and business at the Four Queens was down while the          
Fremont Street Experience was under construction.  Originally, the    
Fremont Street experience was scheduled to open by September,         
1995.  However, a decision to significantly upgrade the quality of    
the light show delayed the opening of the Fremont Street              
Experience to December 1995.  The Company believes that this delay    
prolonged the drag on business at the Four Queens.  See "Item 1.      
Business--The Four Queens Hotel and Casino."                          

Fifth, the loan agreements between Elsinore and the holders 
of the 1993 First Mortgage Notes and the 1994 Mortgage Notes          
contain a number of financial and restrictive covenants.  The         
dispute between the Company and the Twenty-Nine Palms Band, and       
the IRS assessment and tax lien, violated certain covenants in        
these loan agreements.  In the summer of 1995, Elsinore obtained      
one time waivers of these loan covenant defaults from the holders     
of the 1993 First Mortgage Notes and the 1994 Mortgage Notes.         

Finally, after satisfying its debt service obligations on   
the 1993 First Mortgage Notes and the 1994 Mortgage Notes in the      
spring of 1995, the Company became aware of its inability to pay      
the next installment due at the beginning of October to both the      
holders of the 1993 First Mortgage Notes and the 1994 Mortgage        
Notes without some form of additional financing.  The Company         
sought a consensual, out-of-court restructuring of its obligation     
to the holders of the 1993 First Mortgage Notes.  Although good       
faith negotiations occurred, the Company and the 1993 First           
Mortgage Noteholders were unable to reach an agreement.  In           
October 1995, the Company defaulted on its payments owing on the      
1993 First Mortgage Notes and the 1994 Mortgage Notes and a           
voluntary petition was filed on October 31, 1995 to permit            
Elsinore (and its subsidiaries) to obtain financial relief.           

The reorganization process is expected to result in the               
cancellation and/or restructuring of substantial debt obligations     
of the Company. However, it is anticipated that the interests of      
the current common stockholders will be substantially reduced.        

Plan of Reorganization.                                     

General.                                                    

Under the Bankruptcy Code, the Company's pre-petition       
liabilities are subject to settlement under a plan of                 
reorganization.  The Bankruptcy Code also requires that all           
administrative claims be paid on the effective date of the plan of    
reorganization unless the respective claimants agree to different     
treatment.                                                            

During the course of the bankruptcy proceedings, an         
unofficial committee of a majority of the holders of the 1993         
First Mortgage notes was formed (the "Bondholders Committee").        
Beginning in approximately December 1995, the Company and the         
Bondholders Committee participated in settlement negotiations in      
an effort to consensually resolve their concerns in the case. The     
result of these negotiations was an agreed upon conceptual            
framework for a plan of reorganization, which was thereafter          
embodied in a stipulation (the "Stipulation").                        

On February 28, 1996, the Company filed a plan of           
reorganization, which was consistent with the terms of the            
Stipulation, together with an accompanying disclosure statement.      
The disclosure statement was approved on May 13, 1996 subject to      
the insertion of certain language acceptable to the 1993 First        
Mortgage Noteholders.                                                 

On July 16, 1996, the Bankruptcy Court conducted a hearing  
regarding confirmation of the plan as submitted by the Company.       
At that time, the Bankruptcy Court considered the various             
objections to the plan raised by certain creditors and equity         
holders.  On July 18, 1996, the Bankruptcy Court conducted further    
proceedings with respect to the plan of reorganization submitted      
by the Company.  At the July 18 hearing, the Bankruptcy Court         
concluded that certain modifications to the plan would be             
necessary for its confirmation.  These modifications included,        
among others, making no distribution to the Company's existing        
equity holders.                                                       

Following the July 18 confirmation hearing , but before the 
entry of an order incorporating the Bankruptcy Court's ruling on      
the plan submitted by the Company, certain of the Company's           
creditors filed a motion for reconsideration based upon their         
withdrawal of objections to the plan.  These creditors agreed to      
withdraw their objections in return for a reallocation of equity      
interests in the reorganized Elsinore.                                

On August 5, 1996, the Bankruptcy Court conducted a hearing on the    
reconsideration motion.  After that hearing, the Bankruptcy Court     
determined that the relief sought by that motion should be            
granted.  Accordingly, on August 8, 1996, the Bankruptcy Court        
entered an order confirming the plan of reorganization submitted      
by the Company as modified by that order (the "Plan") with a          
confirmation date of August 12, 1996.                                 

The effective date of the Plan will be after all regulatory 
approvals required by the State of Nevada, including approvals by     
the gaming authorities, have been obtained and Elsinore has           
sufficient cash to fund all distributions.  Management believes       
the only remaining condition to effectiveness to be satisfied is      
the Nevada Gaming Authorities granting its approval of the members    
of the Company's reconstituted Board of Directors.  Currently, it     
is expected that the Plan will be fully effective by March 1997.      

Terms of Plan of Reorganization                                       

The Plan provides for the continuation of Elsinore and at   
least three of its subsidiaries (Four Queens, Inc., ElSub             
Management Corporation and Palm Springs East Limited Partnership)     
as going concerns.  Under the Plan, the old common stock interests    
in Elsinore will be canceled and Elsinore, as reorganized, will       
issue new common stock (the "New Common Stock").  On the effective    
date of the Plan, 80% of the New Common Stock will be distributed     
to the following classes of creditors and equity holders in the       
following proportions:                                                

Interest                             Percentage             

12.5% First Mortgage noteholders             87.5%          
7.5% Convertible Subordinated noteholders     3.5%          
Unsecured creditors of Four Queens, Inc       2.5%          
Unsecured creditors of Elsinore Corporation   1.0%          
Internal Revenue Service                      1.9%          
Old common stockholders                       3.6%          
                                  100.0%

The remaining 20% of the New Common Stock will be issued through a    
rights offering to raise $5,000,000 to assist in funding the Plan.    
Initially, the entire amount of the rights offering will be made      
available for subscription to the following classes of creditors      
and equity holders in the percentages enumerated below:               

Interest                             Percentage             

12.5% First Mortgage noteholders             87.5%          
7.5% Convertible Subordinated noteholders     3.5%          
Unsecured creditors of Four Queens, Inc       2.5%          
Old common stockholders                       6.5%          
                                  100.0%

Each member of the above classes of creditors and equity    
holders will be required to elect whether to exercise the right to    
purchase the New Common Stock allocated and whether to purchase       
additional shares of New Common Stock if one or more holders of       
that class do not fully exercise their right to purchase New          
Common Stock.  The subscription rights of non-exercising members      
of the above classes will be reallocated automatically among the      
other members of the class electing to exercise their rights to       
purchase additional shares of New Common Stock.  If any of the        
members of any class do not elect to exercise all of the rights       
allocated to that class, the unexercised rights will be               
automatically distributed to the members of the Bondholder            
Committee.  The Bondholder Committee has guaranteed a 100%            
subscription for the $5 million rights offering, in the event the     
percentages enumerated above are not otherwise fully subscribed.On    
or about October 10, 1996 the rights offering process commenced       
with the distribution of subscription rights materials to the         
class members.                                                        

As defined in the Subscription Rights Agreement dated October 10,     
1996, pursuant to the Plan of Reorganization, as confirmed by the     
Bankruptcy court, the Company agreed to issue to the Rightholders     
stock subscription rights ("Rights")to purchase up to an aggregate    
of one million (1,000,000) shares of Common Stock, par value          
$0.001 per share, of the Company, at an exercise price of $5.00       
per share. In the event such Rights were not exercised by 5 P.M.      
Pacific time on December 13, 1996, such non-exercised Rights were     
transferred automatically to the members of the Bondholder            
Committee in the proportions specified in a Standby Commitment.       

As the Rights proceeds are received, they are deposited in a          
separate Company bank account and are reflected in the                
accompanying 1996 balance sheet classification "Cash and Cash         
Equivalents Restricted".  As of December 31, 1996 Rights proceeds     
of $4,287,000 (including interest of $19,000) had been received by    
the Company, representing exercise of Rights to approximately         
854,000 shares. The Company will issue the related shares,            
including shares applicable to the bondholders Standby Commitment,    
upon the Plan of Reorganization Effective Date, which is expected     
to occur in March, 1997.                                              

As a result of the rights offering, members of the Bondholders        
Committee will receive 995,280 shares of the New Common stock and     
members of the creditor and equity holder constituencies will         
receive an aggregate, 4,720 shares of New Common Stock. Therefore,    
upon effectiveness of the Plan, it is expected that members of the    
Bondholder Committee will hold, in the aggregate 4,495,280 shares     
of the 5,000,000 issued and outstanding shares of New Common          
Stock.                                                                

Proposed Treatment of Creditors and Equity Interests                  

The Plan is expected to be funded principally from cash     
generated from operations and the $5,000,000 proceeds from the        
rights offering.  Specifically, the proposed treatment of each of     
the creditor and equity interests is as follows:                      

The 1994 Mortgage Note holders have an allowed secured claim
equal to the $3,000,000 principal amount of the notes plus accrued    
interest thereon at 20% through the date on which the confirmation    
order was entered by the Bankruptcy Court(approximately $675,000)     
and certain fees and disbursements related thereto (approximately     
$125,000).  On the effective date of the Plan, each 1994 Mortgage     
Note holder will receive its prorata share of restated mortgage       
notes (the "Restated Mortgage Notes"), due four years from the        
confirmation date, in exchange for its allowed claim.                 

Interest on the Restated Mortgage Notes will accrue at an annual      
rate of 11.5% or other appropriate interest rate approved by the      
Bankruptcy Court and will be payable quarterly commencing on the      
fourth month following the confirmation date.  These noteholders      
will retain their lien interests as collateral for repayment of       
the restated mortgage notes.                                          

The 1993 First Mortgage Note holders have an allowed claim  
equal to approximately $61,000,000.  Under the Plan, the secured      
portion of the claim is allowed in the amount of $30,000,000.  The    
balance of the claim is unsecured.  On the effective date of the      
Plan, each 1993 First Mortgage Note holder will receive (i) in        
exchange for the secured portion of its claim, its prorata share      
of $30,000,000 face amount of restated first mortgage notes (the      
"Restated First Mortgage Notes") which will accrue interest at an     
annual rate of 13.5% per annum payable semi-annually and will be      
due five years from the confirmation date, and (ii) in exchange       
for the unsecured portion of its claim, prorata portion of the New    
Common Stock (see above).                                             

The Convertible Note holders have an allowed claim equal to 
approximately $1,500,000.  On the effective date of the Plan, each    
Convertible Note holder will receive its prorata share of New         
Common Stock (see above) in exchange for its allowed claim.           

The Company's larger unsecured creditors, other than the    
Convertible Note holders, will receive payments from a fund of        
approximately $1,400,000 over a three-year period and their           
prorata share, if any, of New Common Stock (see above).               

The Internal Revenue Service ("IRS"), which has both secured and      
unsecured claims aggregating approximately $3,000,000 will receive    
full payment of its secured claim with interest at 8% per annum       
over four years (commencing on the effective date) and will           
receive, with respect to its unsecured claim, proportionately the     
same type of recovery which is provided for the Company's larger      
unsecured creditors.  In addition, the IRS will receive its           
prorata share of the New Common Stock (see above).                    

Management Agreements                                                 

The Plan also calls for a change in the management of the   
reorganized Elsinore.  Effective at noon on August 12, 1996,          
Elsinore entered into an Interim Management Agreement with Riviera    
Gaming Management Corp - Elsinore, Inc. to manage the business        
operations of the Company subject to the direction of the existing    
boards of directors of Elsinore and its subsidiaries.                 

Under the stipulation between the Company and the           
Bondholders Committee, senior management (Thomas E. Martin,           
President and Chief Executive Officer, and Frank L. Burrell, Jr.,     
Chairman of the Board) ceased to be compensated employees of the      
Company on Monday, August 12, 1996, although they will continue to    
serve as directors and authorized officers until replaced.            

Board of Directors                                                    

The Plan also calls for the Company's Board of Directors to 
be reconstituted upon effectiveness of the Plan.  Four of the new     
directors are to be chosen by the Bondholders Committee and one       
will be appointed by the Equity Committee appointed in the            
Bankruptcy Case.  Both the Bondholders Committee and the Equity       
Committee have selected their proposed representatives to the         
Company's Board.  Those proposed directors have been submitted to     
the Nevada Gaming Authority for approval.  Upon such approval, the    
Company believes all conditions to the Plan's effectiveness will      
be satisfied.                                                         

Other Reorganization Matters                                          
Certain pre-petition liabilities have been paid after       
obtaining the approval of the Bankruptcy Court, including certain     
wages and employee benefits, gaming related liabilities and hotel     
room and other customer deposits.  Subsequent to filing and with      
the approval of the Bankruptcy Court, the Company assumed             
executory contracts for all real estate and equipment leases.         

In accordance with the Stipulation between the Company and  
the Bondholders Committee, the Company (with the participation of     
the Bondholders Committee) prior to confirmation of the Plan          
decided which executory contracts would be assumed.  All executory    
contracts which were not expressly assumed by the Company were        
deemed rejected at the confirmation date.  All creditors claims       
resulting from the rejection of an executory contract must have       
been filed with the Bankruptcy Court no later than September 11,      
1996.  All such claims which are timely filed will be treated in a    
manner identical to the treatment received by other members of the    
appropriate class of creditors under the Plan.  All such claims       
which are not timely filed will be barred and discharged and the      
creditor holding such claim will not receive or be entitled to any    
distribution under the Plan on account of such claim.                 

Trading in the Company's common stock continues to be halted by       
the American Stock Exchange ("AMEX") and the Pacific Stock            
Exchange ("PSE").  Elsinore intends to pursue reactivation of its     
listings with AMEX and PSE so that the New Common Stock in the        
reorganized Elsinore can be traded publicly following the             
effective date of the Plan.  However, by letter dated January 27,     
1997, Elsinore was informed of AMEX's intention to pursue the         
delisting of Elsinore's Common Stock. By letter dated February 3,     
1997, the Company requested that AMEX defer a final decision on       
delisting until mid-March 1997 so that the reconstituted board of     
directors has an opportunity to decide on a course of action.  By     
letter dated February 5,1997 AMEX agreed to extend the Company's      
time to request an appeal to March 14, 1997.                          

THE FOUR QUEENS HOTEL AND CASINO                        

The Four Queens                                                       

Elsinore, through its wholly owned subsidiary, Four Queens, 
Inc., owns and operates the Four Queens Hotel and Casino (the         
"Four Queens"), located on the corner of Fremont Street and Casino    
Center Boulevard in downtown Las Vegas.  The property has been in     
operation since 1966.  The property is accessible via Interstate      
15 and Interstate 515 and markets to a local population of            
approximately one million residents and over 29 million visitors a    
year to Las Vegas.                                                    

In 1994, the Company completed a $5 million refurbishment of the      
Four Queens, which has gaming space of 32,000 square feet.  The       
casino is currently equipped with approximately 988 slot machines,    
20 blackjack tables, four craps tables, one pai gow poker table,      
one Caribbean Stud Poker table, two Let-It-Ride tables, two           
roulette wheels, a keno game and a sports book.  The hotel has 690    
guest rooms and suites in two towers.  The Four Queens features       
four full-service restaurants, three cocktail lounges and one         
entertainment lounge.  As part of the refurbishment, meeting space    
in the Four Queens was doubled to almost 15,000 square feet in        
1993.  The Four Queens also has parking facilities which can          
accommodate 560 cars.                                                 

Based principally on results at the Four Queens, the        
Company's earnings before interest, income taxes, depreciation and    
amortization, (and before the provision for losses recognized on      
loans receivable from Native American Tribes, the write-off of        
casino development costs and expenses recognized as a result of       
the reorganization proceedings in 1995) increased in 1996 to $7.0     
million, from $1.4 million in 1995. The Company believes this         
improvement was at least partially attributable to increased          
visitors to downtown because of (1) the Fremont Street Experience     
attraction and (2) the related improvement of vehicular traffic       
flow to downtown Fremont Street following completion of its           
construction in November, 1995. However, competition continues to     
intensify in the Las Vegas market as new resorts are developed and    
existing resorts expand.   The Company believes that customers of     
the downtown casino/hotels who would normally spend substantially     
all of their gaming and entertainment budget at downtown casinos      
are being drawn to and spent a portion of their budgets at these      
new Strip properties, resulting in a loss of revenue to downtown      
casinos.                                                              

Operations                                                            

The following table sets forth the contributions from major           
activities to the Company's total revenues from the Four Queens       
for the years ended December 31, 1996, 1995 and 1994.                 

                    1996     1995     1994
                    (Dollars in Thousands)
Casino(1)                             $42,300  $39,964  $46,270       
Hotel(2)                               11,202    9,564    9,234       
Food & Beverage(2)                     12,373   12,136   12,693       
Other(3)                                1,502    1,983    2,020       
                              67,377   63,647   69,935
Less: Promotional Allowances          (6,178)  (6,674)  (7,511)       

                             $61,199  $56,973  $62,706

(1)  Consists of the net win from gaming activities (i.e., the        
difference between gaming wins and losses).       

(2)  Includes revenues from services provided as promotional          
          allowances to casino customers and others on a complimentary
basis.                                            

(3)  Consists primarily of interest income, commissions from          
credit card and automatic teller cash advances and
    miscellaneous other income (including net royalties of
      $198,000 in 1996, $185,000 in 1995, and $243,000 in 1994
          from the licensing of MULTIPLE ACTION "registered trademark"
blackjack).                                       

The following table summarizes the primary aspects of the   
Company's operations at the Four Queens.                              

Casino:                                                               
Floor area (square foot)                             32,296       
Slot machines                                           988       
Blackjack tables                                         20       
Craps tables                                              4       
Caribbean Stud Poker tables                               1       
Roulette wheels                                           2       
Let-It-Ride tables                                        2       
Pai Gow poker tables                                      1       
Keno (seats)                                             46       
Sports book                                               1       
Hotel:                                                                
Rooms                                                   690       
Meeting areas (square feet)                          14,600       
Restaurants and entertainment and cocktail lounges:                   
Restaurants                                               4       
Restaurant seats                                        454       
Entertainment lounges                                     1       
Entertainment lounge seats                              147       
Cocktail lounges                                          3       
Other:                                                                
Gift Shops                                                1       
Parking facilities (cars)                               560       

Elsinore has developed a marketing strategy employed for the
Four Queens that emphasizes a high level of customer service,         
targeted marketing, value-oriented promotions, club memberships       
and special events.                                                   

Customer Service.  The Company believes that the Four Queens
is distinguished by its friendly "at home" atmosphere and the high    
level of personalized service provided to its patrons.  The           
Company strives to maintain the level of service by actively          
seeking customer feedback on suggestion cards, by senior floor        
personnel asking patrons if their wants are being met, and by         
employees engaging in friendly dialogue with the customers in         
order to reinforce the "at home" feeling.  In this respect,           
customer service contributes to significantly reduced marketing       
costs, since it is less costly to maintain and cultivate existing     
customer relationships than it is to develop new ones.                
Additionally, the Company believes that good service results in       
word-of-mouth endorsement of the Four Queens by satisfied             
customers to others.                                                  

Targeted Marketing.  The Company maintains a database of    
patrons that includes over 350,000 names of customers and             
prospects.  The Company has assembled this database from its          
players clubs, reservation systems and tournaments and special        
events.  Using this database, the Company has identified a segment    
of loyal core customers; management estimates that a significant      
portion of this group has returned to the Four Queens at least        
three times each year and spends an average of two to four days       
per visit.  The Company believes that an additional benefit of the    
database is the ability to analyze the effectiveness of each          
marketing event in terms of profitability.  This analysis aids        
management in developing future promotions for which there is a       
high probability of success.  Finally, the Company publishes a        
periodic newsletter which announces upcoming tournaments and          
special events.                                                       

Promotions.  The Company believes that customers in the     
downtown Las Vegas market are attracted to perceived "value" in a     
gaming vacation.  Accordingly, the Company promotes the value         
theme in a number of ways, from a 99-cent shrimp cocktail             
 appetizer and $4.95 prime rib dinner to an assortment of value-oriented
vacation packages.                                                    

Club Memberships.                                           

REEL Winners Club   The largest component of the customer   
database is the REEL Winners Club, a slot club with over 300,000      
members.  The objective of this club is to provide loyal and          
valuable slot players the opportunity to accumulate points that       
may be redeemed for cash.  Special parties and priority room          
reservations are also benefits for REEL Winners Club members.         
Maintaining and operating the slot club enables the Company to        
market continuously to a proven customer segment which is             
attracted to casino gaming and the Four Queens.                       

VIP Database   Through the visual observation of table game 
activity on the casino floor, the Company has developed a database    
of VIP players based on their average bet and length of play.  The    
Company continuously builds on this database in order to target       
market to a segment of "high limit" players who enjoy the Four        
Queens atmosphere.  In order to maintain the loyalty and level of     
play provided by this customer segment, management has instituted     
a very aggressive and generous "comp" plan designed to make the       
player's stay as comfortable and as long as possible.  Management     
utilizes a database to track the player's length of stay, average     
bet, time played, estimated amount won or lost, comping limit and     
comps used during the trip.  This information affords the Company     
the opportunity to provide the appropriate level of privileges in     
order to maintain the loyalty and satisfaction of this customer       
segment.                                                              

Special Events.  The Four Queens hosts a variety of high and
low stakes table game and other gaming tournaments, including the     
well known annual Queens Poker Classic, and caters to its VIP         
players and core customers by purchasing and supplying them with      
complimentary tickets to Las Vegas special events.                    

The Las Vegas Market                                                  

The Las Vegas gaming and entertainment market has generally 
expanded in recent years.  The number of visitors traveling to Las    
Vegas increased from 11.6 million visitors in 1982 to over 30         
million visitors in 1996. McCarran International Airport passenger    
volume is estimated to have increased 4.4% during 1995.  Expansive    
themed properties such as Excalibur, The Mirage, The MGM Grand        
Hotel and Theme Park, Treasure Island and Luxor have become           
destination resorts.  In addition, two additional themed resorts,     
New York, New York (January 3, 1997) and Monte Carlo have recently    
opened.  New hotels and construction scheduled to debut in 1997       
include the 1,025-suite tower in the Rio Suite Hotel and Casino:      
1,694-room expansion of Harrah's on the Las vegas Strip and           
completion of the 527-room Sunset Station in nearby Henderson,        
Nevada.  Las Vegas is one of the fastest growing cities in the        
United States and the population has increased from approximately     
507,000 in 1982 to over one million in 1996.  This population         
increase has been driven by growth in the gaming industry,            
relocation of companies to Las Vegas because of favorable tax         
conditions and increases in the number of retirement age residents    
drawn to Las Vegas primarily by the warm climate, relatively low      
cost of living, entertainment options and absence of state income     
tax.                                                                  

Despite the significant increase in the supply of rooms and 
a series of competitive developments, including the expansion of      
gaming in many jurisdictions nationwide and the introduction of       
the California lottery, Las Vegas's hotel occupancy rate exceeded     
85% in each of the last eight years and was 90.0% in 1996             
(preliminary figure).  Gaming revenues increased from $1.7 billion    
in 1984 to $4.6 billion in 1996 in the Las Vegas Metropolitan         
Area.  The Company believes that several factors, including the       
three new destination resorts and the expansion of McCarran           
International Airport, will enable Las Vegas to continue to grow.     

Each of the three principal segments of the Las Vegas       
market--the Las Vegas Strip, the Boulder Strip and Downtown--has      
exhibited generally steady growth during the past decade.             

Set forth below is information concerning revenues and growth of  
each of Las Vegas's three principal gaming markets:                   

Gaming Revenue ($000's)*              

Fiscal Year Ended    Las Vegas Strip       Downtown            BoulderStrip     
June 30            Revenues   Growth   Revenues Growth       Revenues  Growth   

1986              $1,371,208   4.0%   $486,828  10.4%        $80,328      %     

1987               1,597,414  16.5     524,156   7.7          94,203  17.3      

1988               1,739,265  8.9      592,616  13.1         104,161  10.6      

1989               2,023,619  16.3     638,506   7.7         121,726  16.9      

1990               2,278,666  12.6     641,990   0.5         137,265  12.8      

1991               2,626,868  14.8     669,248   4.2         143,307   4.4      

1992               2,530,932  (3.3)    646,577  (3.4)        150,854   5.3      

1993               2,680,866   5.9     677,702   4.8         161,810   7.3      

1994               3,188,994  19.0     657,173  (3.0)        179,042  10.6      

1995               3,516,054  10.3     655,972  (0.2)        270,704  51.2      

1996               3,629,745   3.2     654,362  (0.3)        333,852  23.3      

Compound Annual                                                                 
Growth Rate                   10.2%              3.0%                 15.3%     

*  For casinos with gaming revenue of $1 million and over.            

The Las Vegas Strip has demonstrated strong growth, and     
revenues have increased at a 10.2% compound annual growth rate to     
approximately $3.6 billion in 1996 from $1.3 billion in 1985.         
Based on 1996 statistics, the 5,000-room MGM Grand Hotel and Theme    
Park, the 2,500-room Luxor Hotel and Casino,the 3,000-room            
Treasure Island Hotel and Casino and other newly opened Las Vegas     
resorts appear to be drawing more visitors to Las Vegas.              

The downtown market has grown from approximately $441       
million in 1985 to approximately $654 million in 1996 at a            
compound annual growth rate of 3.0%.  Downtown Las Vegas, with its    
world famous neon lighting and its 12 major casinos all located       
within close proximity of each other, is where Las Vegas started,     
and the area continues to attract a significant number of loyal       
customers comprised of both visitors to Las Vegas and local           
residents.  The Company believes many gaming patrons choose to        
play downtown because the casinos traditionally offer more liberal    
slot payouts and better odds on table games than casinos located      
on the Las Vegas Strip and provide a more comfortable and less        
intimidating environment.  In addition, it is much easier to          
stroll from one casino to another in the downtown market than on      
the Strip.                                                            

Recent results of the downtown Las Vegas casino operators have        
been adversely affected by, among other things, the opening of        
themed mega-casinos on the Las Vegas Strip.  In the 1989-1991         
period, the opening of The Mirage and Excalibur casino/hotels         
depressed the growth rate of downtown Las Vegas gaming revenues.      
Similarly, the openings of the MGM Grand, Luxor and Treasure          
Island casino/hotels have had an adverse effect on downtown gaming    
revenue, which decreased 0.3% for the 12-month period ended           
June 30, 1996.  In addition, two new themed casino resorts opened     
on the Strip in 1996, Monte Carlo (June 1996) and New York, New       
York (December 1996).  In addition, another major casino resort,      
Stratosphere, opened just north of the Strip in April 1996.           

The Fremont Street Experience                                         

The casino operators in downtown Las Vegas formed the       
Downtown Progress Association to improve the downtown area.  A        
product of the Downtown Progress Association's efforts is the         
Fremont Street Experience, which features a celestial vault and       
light show.  The celestial vault is a 100-foot high, 100-foot         
wide, 1,340 foot long space frame spanning Fremont Street, from       
Main Street to Fourth Street, which is closed to traffic to create    
a pedestrian mall.  The celestial vault is the framework for a        
high tech light show involving 2.1 million reflectors, 600 strobe     
lights, and laser image projectors.  Nine major entertainment         
venues, including the Four Queens, that together offer 17,000 slot    
machines, over 500 blackjack and other table games, 41 restaurants    
and 8,000 hotel rooms are connected by the project.  The project      
also includes a 1,500 space parking facility.  The goal of Fremont    
Street Experience is to create an attraction for gaming customers     
and other visitors to Las Vegas, drawing visitors to the historic     
downtown area and providing competition for the larger and newer      
gaming and entertainment complexes located on or near the Strip.      

The total cost of the Fremont Street Experience was         
approximately $67 million, $6.7 million of which was financed by      
the Las Vegas Convention and Visitor Association, $28.7 million       
(consisting of an $18 million equity investment plus additional       
room taxes) was provided by six downtown casino operators             
(including the Company) and the remainder was provided by a local     
bond issuance and matching federal funds.  The Company's share of     
the project costs was approximately $3 million.  Construction on      
the project began in Spring 1994 and was completed in November of     
1995.  The grand opening of the project was on December 13, 1995.     

The Company and several of the other downtown casino        
operators collectively own the Fremont Street Experience.             
Elsinore has a one-sixth ownership share and will be responsible      
for a proportionate share of the project's operating costs.  Since    
the opening of the Fremont Street Experience, the Company's           
business has been improving and operating profits appear to be        
returning.                                                            

The Company believes this improvement was at least partially      
attributable to increased visitors to downtown because of (1) the     
Fremont Street Experience attraction and (2) the related              
improvement of vehicular traffic flow to the downtown Fremont         
Street Experience area following completion of its construction in    
November, 1995. However, competition continues to intensify in the    
Las Vegas market as new resorts are developed and existing resorts    
expand.   The Company believes that customers of the downtown         
casino/hotels who would normally spend substantially all of their     
gaming and entertainment budget at downtown casinos are being         
drawn to and spent a portion of their budgets at these new Strip      
properties, resulting in a loss of revenue to downtown casinos.       

Competition                                                           

The gaming industry in Nevada and elsewhere in the United   
States is highly competitive and this competition is increasing as    
new gaming facilities are built and additional jurisdictions          
license gaming establishments.  Although the industry generally       
has recently been able to absorb additional capacity without          
significant loss of revenues to existing establishments, there is     
no assurance that gaming in the United States will increase at a      
rate sufficient to absorb the additional facilities expected to be    
constructed.  Many of the Company's actual and potential              
competitors have greater financial resources, more diversified        
operations, and a longer history of successful operation than does    
the Company; each of these factors could afford a competitive         
advantage.                                                            

Two themed resorts, the Monte Carlo and New York New York,  
opened on the Strip in June 1996 and December 1996, respectively.     
  These two resorts added approximately 5,200 rooms.  A themed mega-resort
casino, the Stratosphere Tower Casino and Hotel, featuring            
an 1,149 foot observation tower, 1,500 rooms, a 97,000 square foot    
casino and other amenities and attractions, opened north of the       
Las Vegas Strip in April 1996. Although the occupancy levels          
increased slightly in 1996, as compared to 1995, there can be no      
assurances that the addition of such a large number of rooms will     
not have negative impact on average hotel occupancy levels in Las     
Vegas and at the Four Queens, unless visitor volume and other         
sources of room demand increase proportionately.                      

The Company believes that the Four Queens primary           
competitors are other downtown Las Vegas properties, casino hotels    
located on the Las Vegas Strip and the Boulder Highway, local         
neighborhood casinos, Laughlin casinos and casino properties          
located near the Nevada/California state line.  In addition, but      
to a lesser extent, the Four Queens also competes with state-sponsored
lotteries, on- and off-track betting and other gaming                 
operations located in other jurisdictions in the U.S.  The Company    
believes that the legalization of gaming in other states, as well     
as on various Native American lands including Native American         
lands in Arizona and California, has not yet had an adverse impact    
on its operations.  However, there is no assurance that such          
gaming in other jurisdictions will not have an adverse impact on      
the Company's Las Vegas operations in the future.  In particular,     
the expansion of casino gaming, in or near any geographic area        
from which the Company attracts or expects to attract a               
significant number of its customers, such as Hawaii or California,    
could have a material adverse affect on the Company's operations.     

Casino hotels in Las Vegas generally compete on the basis of
promotional allowances, entertainment, advertising, service           
provided to patrons, caliber of personnel, attractiveness of the      
hotel and the casino areas and related amenities.  The Company has    
faced greater competition from new and existing Las Vegas             
casino/hotels seeking to attract middle market slot machine           
players, tour and travel agents, and Las Vegas area residents,        
each of which is a market the Company actively seeks to attract to    
the Four Queens.                                                      

Many operators in the downtown Las Vegas market have        
observed that the new Las Vegas Strip properties have been drawing    
gaming revenues away from downtown Las Vegas. However, the Company    
believes that, like the 1989-1991 period when The Mirage and          
Excalibur casino/hotels opened, following an initial period of        
dilution of downtown Las Vegas patronage, the entire Las Vegas        
market could benefit from an overall increase in tourism, with        
those benefits being shared downtown.  Further, as the Las Vegas      
Strip becomes more congested, certain patrons may prefer the ease     
and relative friendliness of the downtown market.  Additionally,      
the Company expects that the Four Queens, along with other            
downtown operators, will benefit from the increased tourism that      
the Company expects will result from the addition of the Fremont      
Street Experience.                                                    

NATIVE AMERICAN GAMING PROJECTS                         

Background on Native American Gaming.                                 

In 1988, Congress passed the federal Indian Gaming          
Regulatory Act ("IGRA") providing a legal and regulatory framework    
for Native American tribes to offer for profit any games allowed      
by states.  During the six-year period through 1994, approximately    
200 Native American casino facilities, ranging from small bingo       
halls to full-fledged gambling houses, were initiated in more than    
20 states.  As of February 1995, approximately 100 of these           
facilities offered Class III gaming (as defined below) pursuant to    
tribal-state compacts.  Casinos on Native American lands are          
subject to the regulatory authority of the federal National Indian    
Gaming Commission ("NIGC"), tribal regulatory authorities and,        
where applicable, state agencies.  See "Regulations--Native           
American Gaming Operations" below.                                    

Spotlight 29 Casino                                                   

Background.                                                 

On January 14, 1995, Elsinore and the Twenty-Nine Palms Band
of Mission Indians ("Band") opened the Spotlight 29 Casino (the       
"Spotlight 29"), a 74,000 square foot Class II gaming facility on     
tribal lands located near Palm Springs, California.  The              
Spotlight 29 cost approximately $10 million to develop.  Pursuant     
to the terms of the management contract (the "Spotlight 29            
Contract") between the Band and Palm Springs East L.P., of which      
ElSub is the general partner and of which the Company owns 90%,       
the Company was to receive management fee revenues equal to           
approximately 27% of Spotlight 29's earnings from gaming              
operations, after deducting certain expenses.  In addition, the       
Band was to repay from its share of casino earnings a $10 million     
loan and certain other advances from the Company to finance the       
development and construction of the Spotlight 29.                     

During its first six weeks of operations, Spotlight 29's    
gaming revenues were significantly lower than anticipated,            
resulting in a net operating loss through February 1995 of            
approximately $1.1 million.  This lower revenue is believed by the    
Company to be attributable in part to the marketing plan of the       
Spotlight 29 taking longer to implement than expected, and from       
competition from other Native American gaming facilities in           
Southern California that continue to operate electronic gaming        
machines without an approved compact with the State of California.    
Pursuant to its obligations under the Spotlight 29 Contract, the      
Company through April 3, 1995 advanced $1.26 million to the casino    
to cover working capital shortfalls.                                  

The Company also loaned $10 million to the Band to finance  
the development and construction of the Spotlight 29.  This loan      
was to bear interest at the rate of 10% per year, which was to be     
payable solely from the Band's share of the Spotlight 29's            
earnings and was to amortize over four years from the date the        
Spotlight 29 opened.  Pursuant to the Spotlight 29 Contract,          
payments of principal on the loan and repayments of any operating     
advances made by the Company (subject to a minimum payment to the     
Band of $35,000) was to be deducted by Palm Springs East L.P. from    
the Band's share of the Spotlight 29's earnings.                      

As a Class II gaming facility, the Spotlight 29 is permitted
under the IGRA to offer Class II games including bingo, pull-tabs     
and non-house banked games.  Class III games, which include slot      
machines and house-banked games, are permitted under the IGRA on      
Native American land if conditions applicable to Class II gaming      
are met and, in addition, the gaming is in compliance with the        
terms of a written agreement ("compact") between the tribal           
government and the applicable state government.  All compacts         
between tribal governments and states require approval by the         
Secretary of the United States Department of the Interior.  To        
date, the State of California has not entered into any tribal-state   
compacts permitting Class III gaming (other than off-track            
betting and authorized state lottery facilities).                     

1995 Developments                                                     

In February 1995, the Company learned from discussions with 
tribal representatives that the Twenty-Nine Palms Band was            
contemplating the installation of Class III gaming devices at the     
Spotlight 29.  In late February, in response to the Company's         
written objection to the placement of any Class III gaming devices    
on the Spotlight 29 premises, the Twenty-Nine Palms Band advised      
the Company that, as the owner of the Spotlight 29, the Band would    
install such devices if doing so was in the Band's best interest      
and that the Band believed this position did not conflict with the    
terms of the Spotlight 29 Contract.  In early March 1995, the Band    
caused approximately 70 Class III gaming devices to be installed      
at Spotlight 29 and such devices currently are in operation.          

The Company opposed these activities by the Band and in     
early March 1995 notified the Nevada State Gaming Control Board       
("Nevada Board") and the NIGC that it will not participate in         
conduct that contravenes the IGRA.  On March 6, 1995, the Company     
served on the Band a notice and demand that the operation of the      
Class III devices without the Company's consent and compliance        
with applicable federal law violated the management contract and      
that such activity must immediately cease.  Following the Band's      
failure to remove the gaming devices, the Company on March 16,        
1995 filed suit in the United States District Court for the           
Central District of California to enjoin their operation.  See        
"Item 3. Legal Proceeding."                                           

On April 17, 1995, the Company was ousted as manager of     
Spotlight 29 and on April 19, 1995, the Company issued a demand       
letter to the Band declaring a breach of the Contract and a           
related loan agreement under which the Company had lent               
approximately $12,500,000 to the Band for construction of             
Spotlight 29 and for working capital contributions.  The demand       
letter claimed damages in the full amount of the funds which had      
been advanced to the Band.                                            

In light of the Company's disassociation with the operations
of Spotlight 29, management determined to write off, during the       
quarter ended March 31, 1995, the unamortized balance of casino       
development costs incurred for the project of $1,037,000 and          
ceased the accrual of interest on the project note and loans          
evidencing working capital advances.  On May 16, 1995, in response    
to the Company's demand, the Band delivered to the Company a          
"Notice to Terminate Management Agreement."  The notice asserted      
material breaches of the Contract and requested payment of            
approximately $1,500,000 by June 16, 1995 to cover working capital    
shortfalls or the Contract would be terminated.                       

On October 31, 1995, the Company filed a voluntary petition 
for reorganization under Chapter 11 of the Bankruptcy Code with       
the United States Bankruptcy Court for the District of Nevada (Las    
Vegas, Nevada).  The Company was involved in protracted               
negotiations during 1995 with the Band for a settlement of the        
respective claims. Based upon the progress of those negotiations      
at the time, in December 1995 the Company reserved the $9,000,000     
amount advanced to the Band.                                          

1996 Developments                                                     

On March 29, 1996, the Company reached a settlement with the
Band, which has been approved by the Bankruptcy Court and which       
has received final clearance by the Bureau of Indian Affairs.  The    
Company has received a promissory note from the Band in the           
 principal amount of $9,000,000.  While the note has an initial 36-month
amortization schedule, monthly payments are limited to 20%            
of Spotlight 29's monthly net income.  In the event that net          
income is insufficient to pay the note in full at the end of 36       
months, the note will be extended automatically for up to an          
additional two years.  If still not fully paid at the end of the      
extension period, it may be extended up to an additional two years    
upon the approval of the NIGC. If not paid at the end of the final    
extension period, the note will be forgiven.  Interest on the note    
is at an annual rate equal to the greater of 10% or the maximum       
rate allowed under California law, not to exceed 12%.  The first      
payment under the settlement was made by the band on October 29,      
1996.  Including the first and subsequent payments, a total of        
$353,000 has been received through February 19, 1996 (all such        
amounts were applied to, and recorded in, the year ended December     
31, 1996). Given that the $9 million recovery is limited to 20% of    
the net income generated by Spotlight 29, management determined       
not to reduce the allowance for loss in the amount of $9,000,000      
against the receivable, which was provided during the quarter         
ended December 31, 1995.                                              

7 CEDARS CASINO                                                       

On February 3, 1995, Elsinore, through its wholly owned     
subsidiary Olympia Gaming Corporation ("Olympia") and the             
Jamestown S'Klallam Tribe (the "Tribe") opened the 7 Cedars Casino    
("7 Cedars"), on the Olympic Peninsula in Washington State,           
approximately 70 miles northwest of Seattle.  The 7 Cedars was        
conceived as a Native American gaming operation that would cater      
primarily to approximately 80,000 local citizens in Clallam and       
Jefferson Counties in Washington state.  Kitsap County, with a        
population of approximately 180,000 people, was targeted as a         
secondary market for the 7 Cedars.                                    

To finance the development costs for the 7 Cedars, Elsinore 
loaned the $9 million to the Tribe.  This loan bears interest at a    
rate of 10.9% per annum, is payable solely from casino earnings       
and will amortize over five years from the date the casino opened.    

Under the terms of the Olympia Contract, the Company is     
obligated to establish a reserve fund for "working capital", which    
is not defined in the Olympia Contract. The Company believes the      
parties did not intend to apply a "working capital" definition in     
the Olympia Contract based upon generally accepted accounting         
principles which, in the Company's view, would be impracticable in    
the context of the Olympia Contract and which, in practice, has       
never been followed.  Since its opening on February 3, 1995, the 7    
Cedars has incurred a substantial cumulative net loss and an          
attendant decrease in working capital.                                

On November 1, 1995, the Tribe asserted that the Company had
defaulted on the June, July, August and September 1995 minimum        
guaranteed payments to the Tribe, as defined by the Olympia           
Contract, in the aggregate amount of $100,000 and requested           
immediate payment.                                                    

In addition, the Tribe demanded that sufficient monies be   
paid to enable all current gaming project expenses to be paid and     
working capital reserve to be maintained at the required funding      
level.  The Tribe demanded that a minimum of $2,540,000 be paid       
immediately and also contended that the working capital shortfall     
could be as high as approximately $5,390,000 according to its         
interpretation of the Olympia Contract.  On November 13, 1995, the    
Company received a letter from the Tribe dated November 9, 1995       
asserting that the Olympia Contract had been terminated as a          
result of the Company's failure to make the payments which has        
been demanded.                                                        

On November 10, 1995, Olympia Gaming filed a voluntary      
petition for reorganization under Chapter 11 of the Bankruptcy        
Code with the United States Bankruptcy Court for the District of      
Nevada (Las Vegas, Nevada).  Based on the November 10, 1995           
bankruptcy filing, the Company maintains that the Olympia Contract    
has not been terminated.                                              

Pursuant to the terms of the Olympia Contract, the Company is to      
receive a management fee equal to 30% of the net distributable        
profits of 7 Cedars (subject to the Tribe receiving a $25,000 per     
month guaranteed payment).  The Tribe is to receive the balance of    
the net distributable profits.  The Contract's initial term           
expires February 2, 2000, subject to renewal for an additional two    
years in the event that the project loan is not paid in full by       
the end of the initial term.  The project loan to finance the         
development and construction of 7 Cedars is payable solely from       
the Tribe's share of the net distributable profits of 7 Cedars,       
and will amortize over the five-year term of the contract at an       
annual interest rate of 10.9%.                                        

As a result of significantly lower than projected gaming revenues,    
7 Cedars has incurred substantial operating losses since its          
opening.  Management believes the following are the principal         
factors contributing to the lower gaming revenues.                    

A significantly lower than anticipated propensity for the   
       3,000,000 plus tourists visiting the Olympic Peninsula in
      the summer to gamble.  This includes both the numbers of
      tourist customers and their level of play in the casino.

A significantly higher than anticipated impact of           
        competition for the locals market.  Native American casino
        openings in May 1995 (Muckleshoot near Auburn, Washington)
          and January 1996 (Suquamish, north of Bremerton, Washington)
    have resulted in substantially reduced visitation to 7
       Cedars from Kitsap County residents. While Kitsap County,
 approximately 50 miles to the east of 7 Cedars, was
      originally identified as a secondary market, its larger,
          younger, population proved to be a significant market in the
     first several months following the opening of 7 Cedars.

A substantially lower than expected average table games     
wager.                                            

In response to declining revenues following the first       
 several months of operations, management undertook certain cost-cutting
measures in the late spring and summer 1995 and increased             
marketing activities in an effort to achieve profitability.  In       
November 1995 and January 1996, more substantial expense              
reductions were effected through reductions in the hours of           
operation of 7 Cedars and deeper, "across the board" cost cutting.    

In light of the existing competition in the Puget Sound     
area, the demographics of 7 Cedars primary local markets and the      
apparent low propensity for destination tourists to the Olympic       
Peninsula to gamble, there exists substantial uncertainty as to       
whether, during the remaining term of the management and loan         
agreements, 7 Cedars can achieve the level of profitability           
required to obtain full recovery of the loan principal and accrued    
interest thereon.                                                     

Based upon the foregoing, management determined in the      
quarter ended December 31, 1995 to provide an allowance for loss      
against the $9,000,000 outstanding balance of the project loan        
plus accrued interest thereon.  Previously, on September 1, 1995,     
the Company ceased accruing interest on the project loan and wrote    
off the remaining unamortized balance of capitalized casino           
development costs of approximately $242,000.                          

Facilities                                                            

The 7 Cedars is a 54,000 square foot Class II and limited   
Class III gaming facility on tribal lands fronting U.S. Interstate    
Highway 101 on the Olympic Peninsula.  An estimated 4 million         
tourists visit the Olympic Peninsula annually.  7 Cedars' 12,500      
square foot gaming area features Las Vegas-style table games,         
including craps, blackjack and roulette, as well as bingo, poker,     
and pull-tabs.  The casino's Class III games are authorized           
pursuant to a compact between the Tribe and the State of              
Washington, which has been approved by the Secretary of the           
Interior.  In addition to the gaming operation, the Company also      
operates a gift shop, a video arcade and dining facilities at the     
site.  The Tribe also operates a Native American arts and crafts      
shop at the facility.                                                 

Marketing                                                             

The Company believes that the physical beauty of the site   
and casino building differentiates 7 Cedars from competing            
properties.  In addition, the Company believes that its               
implementation of an active marketing plan similar to the             
techniques used at the Four Queens (e.g., player clubs, frequent      
visitor drawings, special events and tournaments) will draw           
traffic to the 7 Cedars.  The Company will also emphasize a high      
level of customer satisfaction to encourage repeat visits.  These     
programs will supplement standard brochure distributions and          
comprehensive customer tracking systems.                              

The Washington Market                                                 

7 Cedars is located in Clallam County, Washington, which is 
located at the northeastern corner of the Olympic Peninsula           
approximately 70 miles northwest of Seattle.  The state has           
identified Clallam and Jefferson Counties as a rapid growth           
county, designating it as a "growth management county."               
Populations within a 50- and 100-mile radius of the site are          
approximately 236,000 and 3 million, respectively.  In addition to    
targeting the local population in Clallam County, 7 Cedars expects    
to derive visitors from the tourist traffic which flows through       
the Olympic Peninsula, one of the most popular vacation               
destinations for Washington State residents. Popular attractions      
include the Olympic National Park, with over 3.7 million visitors     
annually and Sequim Bay State Park, which attracts between 800,000    
and 900,000 visitors annually.  The primary target market of 7        
Cedars is Clallam and Jefferson Counties which have a combined        
population of approximately 80,000 (of which 24% are of retirement    
age).  7 Cedars' secondary target markets include Victoria,           
British Columbia with a population of approximately 280,000,          
Kitsap County with a population of approximately 180,000, and the     
Seattle/Tacoma area with a population of approximately 2 million.     

REGULATIONS                         

Nevada Gaming Operations                                              

The ownership and operation of casino gaming facilities in  
Nevada are governed by: (i) the Nevada Gaming Control Act and the     
regulations promulgated thereunder (collectively, "Nevada Act");      
and (ii) various local regulations.  The Company's gaming             
operations are subject to the licensing and regulatory control of     
the Nevada Commission, the Nevada Board and Liquor and Gaming         
Licensing Board of the City of Las Vegas (the "City Board"). The      
Nevada Commission, the Nevada Board and City Board are                
collectively referred to as the "Nevada Gaming Authorities."          

The laws, regulations and supervisory procedures of the     
Nevada Gaming Authorities are based upon declarations of public       
policy which are concerned with, among other things: (i) the          
prevention of unsavory or unsuitable persons from having a direct     
or indirect involvement with gaming at any time or in any             
capacity; (ii) the establishment and maintenance of responsible       
accounting practices and procedures; (iii) the maintenance of         
effective controls over the financial practices of licensees,         
including the establishment of minimum procedures for internal        
fiscal affairs and the safeguarding of assets and reports to the      
Nevada Gaming Authorities; (iv) the prevention of cheating and        
fraudulent practices; and (v) the provision of a source of state      
and local revenues through taxation and licensing fees.  Change in    
such laws, regulations and procedures could have an adverse effect    
on the Company's gaming operations.                                   

The Company is registered by the Nevada Commission as a     
publicly traded corporation ("Registered Corporation") and as         
such, it is required periodically to submit detailed financial and    
operating reports to the Nevada Commission and furnish any other      
information that the Nevada Commission may require.  Pinnacle         
Gaming Corporation ("Pinnacle"), a wholly owned subsidiary, is        
licensed by the Nevada Gaming Authorities as a manufacturer and       
distributor of gaming devices.  Four Queens, Inc. ("FQI"), which      
operates the Four Queens, is licensed by the Nevada Gaming            
Authorities.  The gaming licenses require the periodic payment of     
fees and taxes and is not transferable.  No person may become a       
stockholder of, or receive any percentage of profits from, FQI or     
Pinnacle without first obtaining licenses and approvals from the      
Nevada Gaming Authorities.  The Company, Pinnacle and FQI have        
obtained from the Nevada Gaming Authorities the various               
registrations, approvals, permits and licenses required in order      
to engage in gaming activities in Nevada.                             

The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,     
the Company or FQI in order to determine whether such individual      
is suitable or should be licensed as a business associate of a        
gaming licensee.  Officers, directors and certain key employees of    
FQI and Pinnacle must file applications with the Nevada Gaming        
Authorities and may be required to be licensed or found suitable      
by the Nevada Gaming Authorities.  Officers, directors and key        
employees of the Company who are actively and directly involved in    
gaming activities of FQI and Pinnacle may be required to be           
licensed or found suitable by the Nevada Gaming Authorities.  The     
Nevada Gaming Authorities may deny an application for licensing       
for any cause that they deem reasonable.  A finding of suitability    
is comparable to licensing, and both require submission of            
detailed personal and financial information followed by a thorough    
investigation.  The applicant for licensing or a finding of           
suitability must pay all the costs of the investigation.  Changes     
in licensed positions must be reported to the Nevada Gaming           
Authorities and in addition to their authority to deny an             
application for a finding of suitability or licensure, the Nevada     
Gaming Authorities have jurisdiction to disapprove a change in a      
corporate position.                                                   

If the Nevada Gaming Authorities were to find an officer,   
director or key employee unsuitable for licensing or unsuitable to    
continue to have a relationship with the Company, Pinnacle or FQI     
the companies involved would have to sever all relationships with     
such person.  In addition, the Nevada Commission may require the      
Company, Pinnacle or FQI to terminate the employment of any person    
who refuses to file appropriate applications.  Determinations of      
suitability or of questions pertaining to licensing are not           
subject to judicial review in Nevada.                                 

The Company and FQI are required to submit detailed         
financial and operating reports to the Nevada Commission.             
Substantially all material loans, leases, sales of securities and     
similar financing transactions by FQI must be reported to, or         
approved by, the Nevada Commission.                                   

If it were determined that the Nevada Act was violated by   
FQI or Pinnacle, the gaming licenses it holds could be limited,       
conditioned, suspended or revoked, subject to compliance with         
certain statutory and regulatory procedures.  In addition, FQI,       
Pinnacle, the Company and the persons involved could be subject to    
substantial fines for each separate violation of the Nevada Act at    
the discretion of the Nevada Commission.  Further, a supervisor       
could be appointed by the Nevada Commission to operate the            
Company's gaming property in Nevada and, under certain                
circumstances, earnings generated during the supervisor's             
appointment (except for the reasonable rental value of the            
Company's gaming property in Nevada) could be forfeited to the        
State of Nevada.  Limitation, conditioning or suspension of any       
gaming license or the appointment of a supervisor could (and          
revocation of any gaming license would) materially adversely          
affect the Company's gaming operations.                               

Any beneficial owner of the Company's voting securities,    
regardless of the number of shares owned, may be required to file     
an application, be investigated, and have his suitability as a        
beneficial owner of the Company's voting securities determined if     
the Nevada Commission has reason to believe that such ownership       
would otherwise be inconsistent with the declared policies of the     
State of Nevada.  The applicant must pay all costs incurred by the    
Nevada Gaming Authorities in conducting any such investigation.       

The Nevada Act requires any person who acquires more than 5%
of the Company's voting securities to report the acquisition to       
the Nevada Commission.  The Nevada Act requires that beneficial       
owners of more than 10% of the Company's voting securities apply      
to the Nevada Commission for a finding of suitability within 30       
days after the Chairman of the Nevada Board mails written notice      
requiring such filing.  Under certain circumstances, an               
"institutional investor," as defined in the Nevada Act, which         
acquires more than 10%, but not more than 15%, of the Company's       
voting securities may apply to the Nevada Commission for a waiver     
of such finding of suitability if such institutional investor         
holds the voting securities for investment purposes only.  An         
institutional investor shall not be deemed to hold voting             
securities for investment purposes unless the voting securities       
were acquired and are held in the ordinary course of business as      
an institutional investor and not for the purpose of causing,         
directly or indirectly, the election of a majority of the members     
of the board of directors of the Company, any change in the           
Company's corporate charter, bylaws, management, policies or          
operations of the Company, or any of its gaming affiliates, or any    
other action which the Nevada Commission finds to be inconsistent     
with holding the Company's voting securities for investment           
purposes only.  Activities which are not deemed to be inconsistent    
with holding voting securities for investment purposes only           
include: (i) voting on all matters voted on by stockholders; (ii)     
making financial and other inquiries of management of the type        
normally made by securities analysts for informational purposes       
and not to cause a change in its management, policies or              
operations; and (iii) such other activities as the Nevada             
Commission may determine to be consistent with such investment        
intent.  If the beneficial owner of voting securities who must be     
found suitable is a corporation, partnership or trust, it must        
submit detailed business and financial information including a        
list of beneficial owners.  The applicant is required to pay all      
costs of investigation.                                               

Any person who fails or refuses to apply for a finding of   
suitability or a license within 30 days after being ordered to do     
so by the Nevada Commission or the Chairman of the Nevada Board,      
may be found unsuitable.  The same restrictions apply to a record     
owner if the record owner, after request, fails to identify the       
beneficial owner.  Any stockholder found unsuitable and who holds,    
directly or indirectly, any beneficial ownership of the common        
stock of a Registered Corporation beyond such period of time as       
may be prescribed by the Nevada Commission, may be guilty of a        
criminal offense.  The Company is subject to disciplinary action      
if, after it receives notice that a person is unsuitable to be a      
stockholder or to have any other relationship with the Company or     
FQI, the Company (i) pays that person any dividend or interest        
upon voting securities of the Company, (ii) allows that person to     
exercise, directly or indirectly, any voting right conferred          
through securities held by that person, (iii) pays remuneration in    
any form to that person for services rendered or otherwise, or        
(iv) fails to pursue all lawful efforts to require such unsuitable    
person to relinquish his voting securities for cash at fair market    
value.                                                                

The Nevada Commission may, in its discretion, require the   
holder of any debt security of a Registered Corporation to file       
applications, be investigated and be found suitable to own the        
debt security of a Registered Corporation.  If the Nevada             
Commission determines that a person is unsuitable to own such         
security, then pursuant to the Nevada Act, the Registered             
Corporation can be sanctioned, including the loss of its              
approvals, if without the prior approval of the Nevada Commission,    
it: (i) pays to the unsuitable person any dividend, interest, or      
any distribution whatsoever; (ii) recognizes any voting right by      
such unsuitable person in connection with such securities; (iii)      
pays the unsuitable person remuneration in any form; or (iv) makes    
any payment to the unsuitable person by way of principal,             
redemption, conversion, exchange, liquidation, or similar             
transaction.                                                          

The Company is required to maintain a current stock ledger  
in Nevada which may be examined by the Nevada Gaming Authorities      
at any time.  If any securities are held in trust by an agent or      
by a nominee, the record holder may be required to disclose the       
identity of the beneficial owner to the Nevada Gaming Authorities.    
A failure to make such disclosure may be grounds for finding the      
record holder unsuitable.  The Company is also required to render     
maximum assistance in determining the identity of the beneficial      
owner.  The Nevada Commission has the power to require the            
Company's stock certificates to bear a legend indicating that the     
securities are subject to the Nevada Act.  The Nevada Commission      
has imposed such a requirement on the Company.                        

The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the            
securities or the proceeds therefrom are intended to be used to       
construct, acquire or finance gaming facilities in Nevada, or to      
retire or extend obligations incurred for such purposes.  Such        
approval, if given, does not constitute a finding, recommendation     
or approval by the Nevada Commission or the Nevada Board as to the    
accuracy or adequacy of the prospectus or the investment merits of    
the securities.  Any representation to the contrary is unlawful.      

Changes in control of the Company through merger,           
consolidation, stock or asset acquisitions, management or             
consulting agreements, or any act or conduct by a person whereby      
he obtains control, may not occur without the prior approval of       
the Nevada Commission.  Entities seeking to acquire control of a      
Registered Corporation must satisfy the Nevada Board and Nevada       
Commission in a variety of stringent standards prior to assuming      
control of such Registered Corporation.  The Nevada Commission may    
also require controlling stockholders, officers, directors and        
other persons having a material relationship or involvement with      
the entity proposing to acquire control, to be investigated and       
licensed as part of the approval process relating to the              
transaction.                                                          

The Nevada Legislature has declared that some corporate     
acquisitions opposed by management, repurchases of voting             
securities and corporate defense tactics affecting Nevada gaming      
licenses, and Registered Corporations that are affiliated with        
those operations, may be injurious to stable and productive           
corporate gaming.  The Nevada Commission has established a            
regulatory scheme to ameliorate the potentially adverse effects of    
these business practices upon Nevada's gaming industry and to         
further Nevada's policy to: (i) assure the financial stability of     
corporate gaming operators and their affiliates; (ii) preserve the    
beneficial aspects of conducting business in the corporate form;      
and (iii) promote a neutral environment for the orderly governance    
of corporate affairs.  Approvals are, in certain circumstances,       
required from the Nevada Commission before the Company can make       
exceptional repurchases of voting securities above the current        
market price thereof and before a corporate acquisition opposed by    
management can be consummated.  The Nevada Act also requires prior    
approval of a plan of recapitalization proposed by the Company's      
Board of Directors in response to a tender offer made directly to     
the Registered Corporation's stockholders for the purposes of         
acquiring control of the Registered Corporation.                      

License fees and taxes, computed in various ways depending  
on the type of gaming or activity involved, are payable to the        
State of Nevada and to the counties and cities in which the Nevada    
licensee's respective operation are conducted.  Depending upon the    
particular fee or tax involved, these fees and taxes are payable      
either monthly, quarterly or annually and are based upon either:      
(i) a percentage of the gross revenues received; (ii) the number      
of gaming devices operated; or (iii) the number of table games        
operated.  A casino entertainment tax is also paid by casino          
operations where entertainment is furnished in connection with the    
selling of food or refreshments.  Nevada licensees that hold a        
license as an operator of a slot route, or a manufacturer's or        
distributor's license, must also pay certain fees and taxes to the    
State of Nevada.                                                      

Any person who is licensed, required to be licensed,        
registered, required to be registered, or is under common control     
with such persons (collectively, "Licensees"), and who proposes to    
become involved in a gaming venture outside of Nevada is required     
to deposit with the Nevada Board, and thereafter maintain, a          
revolving fund in the amount of $10,000 to pay the expenses of        
investigation of the Nevada Board of their participation in such      
foreign gaming.  The revolving fund is subject to increase or         
decrease in the discretion of the Nevada Commission.  Thereafter,     
Licensees are required to comply with certain reporting               
requirements imposed by the Nevada Act.  Licensees are also           
subject to disciplinary action by the Nevada Commission if they       
knowingly violate any laws of the foreign jurisdiction pertaining     
to the foreign gaming operation, fail to conduct the foreign          
gaming operation in accordance with the standards of honesty and      
integrity required of Nevada or its ability to collect gaming         
taxes and fees, or employ a person in the foreign operation who       
has been denied a license or finding of suitability in Nevada on      
the ground of personal unsuitability.                                 

Proceedings Before Nevada Gaming Authorities                          

In connection with its Mortgage Note Registration           
Application in 1995, the Company appeared at a public hearing         
before the Nevada Board.  During this hearing, the Board inquired     
at length concerning the decision of the Twenty-Nine Palms Band to    
install Class III gaming devices at the Spotlight 29 Casino and       
concerns about the Company's continued "association" with the         
Twenty-Nine Palms Band because of the alleged illegal conduct of      
that Band, which the Nevada Board apparently view as a violation      
by the Company of the foreign gaming provisions of the Nevada Act.    
See "Business--Native American Gaming Projects --Spotlight 29         
Casino" above.                                                        

Nevada Gaming Authority approval was also required in       
connection with the terms of the Plan. All approvals, other than      
approval of the proposed post-effective Plan board members, have      
been obtained.  The Company currently expects that approval of the    
post-effective board will be received by March 1997.                  

Native American Gaming Operations                                     

Gaming on Native American lands, including the Spotlight 29 
Casino and the 7 Cedars Casino, is extensively regulated under        
federal law, tribal law and/or tribal-state compacts.  Under IGRA,    
management contracts for Native American gaming facilities may        
provide for a management fee for up to 40% of net revenues and a      
term of up to seven years if the Chairman of the NIGC determines      
that capital investment required and the income projections for       
the facility merit such terms.  The NIGC has approved the             
management contracts for both Spotlight 29 Casino and the 7 Cedars    
Casino.                                                               

In connection with obtaining NIGC approval for these        
management contracts, the Company, its directors, persons with        
management responsibilities, certain owners of the Company and        
certain persons with a financial interest in the management           
agreements as determined by the NIGC and tribal regulatory            
authorities must provide background information and be                
investigated by the NIGC and tribal regulatory authorities, and be    
approved in order for a management contract to be approved by the     
NIGC and for the Company to be issued a license to operate a          
gaming facility by tribal regulatory authorities.  Persons who        
acquire beneficial ownership of the Company's securities may be       
subject to certain reporting and qualification procedures             
established by the NIGC and tribal regulatory authorities.            

The operations and management of the Company's Native       
American casino projects are and will be subject to the regulating    
authority of the NIGC, tribal regulatory authorities and, where       
applicable, state agencies.  Such regulatory authorities have         
jurisdiction to inspect, supervise and audit gaming operations on     
Native American lands and where warranted may restrict, suspend or    
revoke licenses and approvals granted by the issuing agency.  The     
NIGC and tribal governments may impose taxes and licensing fees on    
gaming operations located on Native American lands.                   

Should a management contract be suspended or revoked by the 
NIGC, tribal officials or state regulatory agencies, the effect       
could have an adverse impact on the business of the Company.          
Similarly, changes in the IGRA, the governing tribal ordinance, or    
applicable state law, or the termination of any existing tribal-      
state compact for Class III gaming, could have an adverse effect      
on the Company's gaming operations on Indian lands.                   

The Company has obtained NIGC approval of its settlement    
with the Twenty-Nine Palms Board.  However, further NIGC approvals    
will be required for certain extensions of the term of the note       
issued to the Company in connection with that settlement.  See        
"Item 1. Business -- Spotlight 29 Casino."                            

Internal Revenue Service and Treasury Regulations                     

The IRS requires operators of casinos located in the United 
States to file information returns for United States citizens         
(including names and addresses of winners) for Keno and slot          
machine winnings in excess of stipulated amounts.  The IRS also       
requires casino operators to withhold taxes on certain Keno, bingo    
and slot machine winnings of certain non-resident aliens. The         
regulations of the Treasury Department and the Nevada Gaming          
Authorities require the reporting of currency transactions in         
excess of $10,000 occurring within a gaming day, including, in        
certain circumstances, identification of the customer by name and     
social security number.  This practice commenced in May 1985, and     
may have resulted in the loss of gaming revenue to other              
jurisdictions where such reporting is not required.                   

Other Laws And Regulations                                            

The Four Queens, Spotlight 29 and 7 Cedars each is subject  
to extensive state and local regulations and must obtain various      
licenses and permits, including those required to sell alcoholic      
beverages, on a periodic basis.  All licenses are revocable and       
are not transferable.  The agencies involved have full power to       
limit, condition, suspend or revoke any such license, and any such    
disciplinary action could (and revocation would) have a material      
adverse effect upon the operations of the casino.  Management         
believes that FQI has obtained all required licenses and permits      
and that the business is conducted in substantial compliance with     
applicable laws.                                                      

Pursuant to federal law, sales of beer, wine and other      
intoxicating beverages ("Liquor") must be in conformance with         
tribal and state laws.  Under the Nevada law, the sale of Liquor      
by the drink at gaming facilities is subject to state regulation      
and licensing.  The Company is licensed to sell Liquor by the         
drink at the Four Queens.                                             

OTHER BUSINESS INFORMATION                        

Patents                                                               

The Company's only significant patent covers MULTIPLE       
ACTION  blackjack, a faster version of traditional blackjack that     
was developed by an officer of the Company.  The patent was issued    
in 1992 and expires in 2017.  MULTIPLE ACTION  blackjack permits a    
player to make three separate bets on his hand, and the dealer        
uses a single up-card against the three-player bets.  This results    
in a higher volume of play.                                           

The Company has licensed MULTIPLE ACTION  blackjack to other
casinos in Las Vegas and throughout the United States and at          
December 31, 1996 had licensed 82 locations for 128 tables.           
Revenues from licensing MULTIPLE ACTION  blackjack through            
December 31, 1996 represented an immaterial part of the Company's     
overall revenues.                                                     

Employees and Labor Relations                                         

At December 31, 1996, the Four Queens employed 1,089        
persons, of which less than 5% were covered by collective             
bargaining agreements which expired in April 1987.  The union         
employees have continued to work under the terms of an expired        
agreement.  The Company believes that its relationship with the       
employees of the Four Queens is good.                                 

Control Procedures                                                    

The Company employs stringent controls, checks and record   
keeping of all receipts and disbursements in connection with its      
gaming operations and believes that its internal controls are in      
compliance with the laws and regulations established by the Nevada    
Gaming Authorities, the Washington State Gambling Commission,         
NIGC, and the respective tribal gaming commissions.  The audit and    
cash controls employed by the Company include locked cash boxes,      
independent counters and observers to perform daily cash and coin     
counts, floor observations of the gaming area, closed circuit         
television monitoring of critical activities and rapid analysis       
and resolution of discrepancies or deviations from normal             
performance.                                                          

Credit Policies                                                       

The Four Queens gaming operations are conducted on a credit 
as well as cash basis.  The Company believes that it is necessary     
to extend credit to selected customers in order to compete            
effectively with other casino/hotels.  Credit play at the Four        
Queens accounts for a relatively minor portion of total gaming        
activities.  Allowances for doubtful accounts are made on the         
basis of a subjective analysis of the receivables involved and are    
charged as an expense in the period in which such determination       
are made.  Credit is not issued at the Native American Casinos.       

Certain Income Tax Matters                                            

Management has reevaluated transactions which occurred in   
prior years and as a result believes the Company possesses a total    
net operating loss carryforward which was approximately               
$103,500,000 at December 31, 19965.  As a result of ownership         
changes in prior years, Internal Revenue Code Section 382 limits      
the amount of loss carryforward currently available to offset         
federal taxable income.  At December 31, 1995, the amount of loss     
carryforward not limited by Section 382 and therefore available to    
offset current federal taxable income was approximately               
$64,600,000.  These loss carryforwards begin to expire in the year    
1999 and will be completely expired by 2007.  Because of the          
reorganization proceedings, the Company's net operating loss          
carryforwards may, however, be eligible for special treatment         
under Section 382.  (See Note 9 of Notes to Consolidated Financial    
Statements.)                                                          

ITEM 2.  PROPERTIES.                                                  

Except for certain small parcels of land owned in fee and   
one lease for approximately 7,000 square feet of casino space that    
expires on December 31, 1997, the real property underlying the        
Four Queens is leased pursuant to several long-term leases, none      
of which expires before October 31, 2024.  The adjoining garage is    
occupied under a lease that expires in 2034.  Such leases             
generally provide for annual minimum rental and adjustments           
relating to cost of living.  The Four Queens is subject to the        
mortgage security interest of the Company's 1993 First Mortgage       
Notes and 1994 Mortgage Notes.  These mortgage security interests     
will survive effectiveness of the Plan and will secure the            
Restated Mortgage Notes and the Restated First Mortgage Notes. See    
Note 8 of Notes to Consolidated Financial Statements. The Four        
Queens is more fully  described under Item 1.  The Company does       
not own any fee or leasehold interests in the real property           
underlying the Spotlight 29 Casino or the 7 Cedars Casino.            

ITEM 3.   LEGAL PROCEEDINGS                                           

Chapter 11 Reorganization                                             

On October 31, 1995, the Company and certain of its         
subsidiaries filed a voluntary petition in the United States          
Bankruptcy Court for the District of Nevada seeking to reorganize     
under Chapter 11 of the United States Bankruptcy Code.  See           
"Item 1.  Business-Chapter 11 Proceedings."  On November 10, 1995,    
Olympia Gaming Corporation filed a voluntary petition in the same     
Court.  Since the Bankruptcy filing, several entities have filed      
administrative claims requesting the Bankruptcy Court order the       
Company to reimburse or compensate such entities for goods, taxes     
and services they allege the Company has received or collected,       
but for which they claim the Company has not paid.                    

The Company currently estimates that the administrative     
claims will be approximately $1.5 million; however, there can be      
no assurance that additional amounts will not be claimed or the       
extent to which administrative claims may be allowed by the           
Bankruptcy Court.  The Bankruptcy Code requires that all              
administrative claims be paid on the effective date of a plan of      
reorganization unless the respective claimants agree to different     
treatment.  Most of the administrative claims in the bankruptcy       
case have been paid.  The Company does not expect that the balance    
of any outstanding administrative claims will affect its ability      
to consummate the Plan of reorganization.                             

Hyland Litigation                                                     

Thomas Hyland, a professional card counter and blackjack    
player, filed a complaint on August 23, 1995 in Federal District      
Court in Camden, New Jersey, No. 95CV2236 (JEI), against the          
Company and virtually every other casino company in the United        
States.  The complaint alleges violations of the antitrust,           
consumer fraud and fair credit reporting laws by the defendants in    
illegally conspiring to prevent Mr. Hyland and other professional     
card counters from playing blackjack at their respective casinos.     
The complaint alleges that the defendants share information           
concerning card counters and then act in concert to implement         
industry wide policy in banning them at the blackjack tables.         

Management believes that the claims are without merit and   
does not believe that the lawsuit will have a material adverse        
effect on the Company's financial statements taken as a whole.        

WARN Act Litigation                                                   

The Company is a defendant in two consolidated lawsuits     
pending in the federal court for the District of New Jersey,          
alleging violation by the Company and certain of its subsidiaries     
and affiliates of the Worker Adjustment and Retraining                
Notification Act ("WARN Act") and breach of contract.  The            
plaintiffs in the two consolidated cases are (i) former employees     
of a casino/hotel in New Jersey formerly affiliated with the          
Company bringing suit on behalf of a class of all employees laid      
off as a result of the casino's closing and (ii) a union local        
seeking to represent its members who were laid off at that time.      
Plaintiffs claim that there are approximately 1,300 such employees    
within the class who seek damages under the WARN Act providing for    
up to 60 days' pay and lost benefits and payments for deferred        
compensation allegedly due under a contract with certain              
employees.  Damages payable, if any, would be based on the basis      
of the number of days' notice determined by the court to have been    
required under the WARN Act and the wages, benefits and deferred      
compensation applicable to each such employee.                        

The Company has vigorously defended the action on the basis 
that even if the WARN Act does apply as a matter of law to a          
regulatory-forced closing, the closing was due to unforeseeable       
circumstances and, accordingly, the notice given was as timely as     
practicable, among other grounds.  The liability phase of the         
trial of the two consolidated lawsuits concluded in August 1993.      

On June 30, 1995, the presiding judge entered an Order for  
Verdict Upon Liability Issues in which he ruled that: (i) the         
plaintiffs had failed to prove any liability under the WARN Act;      
but (ii) that Elsinore and certain of its subsidiaries are jointly    
liable for certain retroactive wages due to former employees of       
Elsinore Shore Associates under a collective bargaining agreement,    
plus prejudgment interest on such wages.  The total amount of         
judgment the plaintiffs would be entitled to under this ruling has    
not yet been determined.  The plaintiffs' attorney asserts that       
the amount due as of October 1, 1995, taking into account interest    
on that date, was approximately $676,000. On March 4, 1996, the       
plaintiffs' attorney submitted a proof of claim for retroactive       
wages in the amount of $800,000 to the Bankruptcy Court. Because      
of the filing of the bankruptcy petitions, the WARN Act litigation    
in the New Jersey Court has been stayed by operation of Bankruptcy    
Code Section 362(a). However, the plaintiff's $800,000 claim is       
currently the subject of claims litigation in the Bankruptcy          
Court. It is the Company's position that the claim submitted by       
the plaintiffs should be reduced to zero. However there can be no     
assurance as to the success of the Company's attempt to reduce the    
claim.                                                                

Action Against Twenty-Nine Palms Band                                 

On March 16, 1995, Elsinore Corporation, its wholly owned   
subsidiary, ElSub Management Corporation, and Palm Springs East       
Limited Partnership, of which ElSub Management is the General         
Partner, filed a complaint against the 29 Palms Band in the United    
States District Court for the Central District of California, case    
no. CV 95-1669-RG(MCx).  The suit was dismissed without prejudice     
by the Company on April 21, 1995.  As noted previously, the           
Company has reached settlement of its dispute with the Band.          

Poulos/Ahern Class Actions                                            

In April and May 1993, two class action lawsuits were filed 
in the United States District Court, Middle District of Florida,      
against 41 manufacturers, distributors and casino operators of        
video poker and electronic slot machines, including the Company.      
The suits allege that the defendants have engaged in a course of      
fraudulent and misleading conduct intended to induce persons to       
play such games by collectively misrepresenting how the game          
machines operate, as well as the extent to which there is an          
opportunity to win.  It also alleges violations of the Racketeer      
Influenced and Corrupt Organizations Act, as well as claims of        
common law fraud, unjust enrichment and negligent                     
misrepresentation, and seeks damages in excess of $6 billion.  On     
December 9, 1994, the Florida Court ordered that the consolidated     
cases be transferred to the United States District Court for the      
District of Nevada.  That transfer has occurred and the Nevada        
Court has assumed control of the cases.  The new case number is       
CV-S-94-1126-LDG(RJJ).  Numerous defendants (including the            
Company) have moved to dismiss the complaint for failure to state     
a claim.  No hearing has been set on this motion.  The plaintiffs     
have filed a motion seeking to certify the consolidated actions as    
a class action.  The defendants (including the Company) have          
opposed certification of the class.  During April, 1996, U.S.         
District Judge Lloyd George approved defense motions to dismiss       
such lawsuits holding that the plaintiffs had failed to state a       
claim or prove their case. However, the plaintiffs were given         
additional time to file an amended complaint. Management believes     
the claims are wholly without merit and does not expect that the      
lawsuit will have a material adverse effect on the Company's          
financial statements taken as a whole.                                

Other                                                                 

At December 31, 1996, the Company and its subsidiaries were 
parties to various other claims and lawsuits arising in the normal    
course of business.  Management is of the opinion that all such       
legal matters are either covered by insurance or, if not insured,     
will not have a material adverse effect on the financial position     
or the results of operations of the Company.                          

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         

No matters were submitted to a vote of the Company's        
security holders during the last quarter of the last fiscal year.     

PART II                         

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED       
STOCKHOLDER MATTERS             

The Company's common stock, par value $.001 per share (the  
"Common Stock"), was traded on the American Stock Exchange            
("AMEX") and the Pacific Stock Exchange ("PSE") under the symbol      
"ELS."  Trading in the Company's Common Stock continues to be         
halted by the American Stock Exchange ("AMEX") and the Pacific        
Stock Exchange ("PSE").  Elsinore has been in contact with both       
AMEX and PSE to pursue reactivation of its listings so that the       
Common Stock in the reorganized Elsinore can be traded following      
the effective date of the Plan.  However, by letter dated             
January 27, 1997, Elsinore was informed of AMEX's intention to        
pursue the delisting of Elsinore's Common Stock.  By letter dated     
February 3, 1997, Elsinore requested that AMEX defer a final          
decision on delisting until mid-March 1997 so that the                
reconstituted board of directors has an opportunity to decide on a    
course of action.  By letter dated February 5, 1997, AMEX agreed      
to extend the Company's time to request an appeal to March 14,        
1997.                                                                 

On February 19, 1997, the number of holders of record of    
Common Stock was approximately 4,179.                                 

The Company has never declared or paid, nor does it have any
present intention to declare or pay, cash dividends on its Common     
Stock.  Any determination by the Board of Directors to pay cash       
dividends in the future would depend upon numerous factors such as    
the Company's earnings, financial condition and capital               
requirements.  In addition, certain covenants of the First            
Mortgage Notes and Mortgage Notes restrict the payment of cash        
dividends under certain circumstances.                                

ITEM 6.   SELECTED FINANCIAL DATA                                     

Set forth below is selected consolidated historical         
financial data with respect to the Company for the five years         
ended December 31, 1996.  This data should be read in conjunction     
with the consolidated financial statements and notes thereto set      
forth elsewhere herein.                                               
                  December 31,
                        1996      1995       1994        1993     1992
                       (Dollars in thousands except per share amounts)

Balance Sheet Data:                                                   

  Total Assets          $42,627   $37,101     $67,315     $71,923  $41,961
Current Portion                                                       
   of Long-Term Debt         50        54          59         204    3,051
Long-Term Debt Net of                                                 
Current Portion:                                                    
     Notes Payable       61,425    61,327      59,040      53,018   28,513
     Capital Leases       1,487     1,531       1,290       1,350    1,555
Stockholder's Equity                                                  
    (Deficit)            (40,710)  (43,441)     (1,664)      4,567     (182)

Operations Data:                                                      

  Revenues (Net)        $61,199   $56,973     $62,706     $66,852  $63,998
(Loss) Before                                                         
    Extraordinary Items  $(1,556) $(45,749)   $(10,176)    $(2,252) $(1,780)
Extraordinary Items:                                                  
Gain (Loss) on                                                      
   Extinguishment of Debt -         -           735        (285)     -

   Net Loss              $(1,556) $(45,749)  $(  9,441)    $(2,537) $(1,780)

Per Share Amounts:                                                    
Loss Before                                                         
     Extraordinary Items $ (.10)  $  (2.95)  $    (.84)  $   (.19)   $ (.15)
  Extraordinary Items        -         -          .06       (.02)        -

   Net Loss              $ (.10)  $  (2.95)  $   (.78)   $   (.21)   $ (.15)

Capital Costs:                                                        
Depreciation and                                                    
      Amortization      $ 3,816  $   3,948   $  3,990    $ 3,206    $  3,302
Interest Related to Prior                                             
     Period Tax Obligation   -         590        885      4,256         213
   Interest Expense       2,505      8,006      9,086      1,385       3,124

                        $ 6,321   $ 12,544   $ 13,961    $ 8,847    $  6,639

ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL      
CONDITION AND RESULTS OF OPERATIONS     

This discussion and analysis should be read in conjunction with       
the consolidated financial statements and notes thereto set forth     
elsewhere herein.                                                     

OVERVIEW                                                              

Chapter 11 Proceedings: On October 31, 1995, the Company and          
certain of its subsidiaries filed a voluntary petition in the         
United States Bankruptcy Court for the District of Nevada to          
reorganize under chapter 11 of Title 11 of the United States          
Bankruptcy Code. On November 10, 1995 an additional subsidiary of     
the Company also filed a voluntary petition to reorganize under       
Chapter 11 in the same court. The Company is continuing to manage     
its business affairs as a debtor-in-possession under the              
supervision of the Bankruptcy Court.                                  

On February 28, 1996, Elsinore and its subsidiaries filed a plan      
of reorganization with the Bankruptcy Court.  On August 8, 1996,      
an order modifying and confirming, as modified, the plan of           
reorganization was entered (the "Plan").  The Plan is expected to     
be fully effective in March, 1997.  See "Item 1.  Business --         
Chapter 11 Proceedings."                                              

There can be no assurance that, with or without a plan of             
reorganization, the Company can generate sufficient cash to           
sustain operations.                                                   

Going Concern Basis: The accompanying financial statements have       
been prepared on a going concern basis which assumes continuity of    
operations and realization of assets and liquidation of               
liabilities in the ordinary course of business. The consolidated      
financial statements do not include all of the consequences of the    
proceedings under Chapter 11 nor all adjustments that might be        
necessary should the Company be unable to continue as a going         
concern. The Company's ability to continue as a going concern is      
dependent upon, among other things, its obtaining the required        
regulatory approvals from the State of Nevada, including approvals    
by the gaming authorities, obtaining sufficient cash to fund all      
distributions and cash reserves required at the time the Plan         
becomes effective and achieving profitable operations and             
sufficient cash flows to meet future obligations required by the      
plan. The outcome of these matters is not presently determinable.     

LIQUIDITY AND CAPITAL RESOURCES                                       

Capital Resources:  On January 25, 1995 through an underwritten       
public offering of its common stock, the Company raised               
approximately $3,747,000 net of underwriting discounts and            
commissions, and other direct offering costs in consideration for     
the issuance of 2,500,000 shares of Common Stock.  The net            
proceeds have been used for debt service and other working capital    
purposes.                                                             

On March 31, 1995, the Company sold, through a private placement      
to six purchasers, an aggregate of $1,706,250 principal amount of     
its 7.5% Convertible Subordinated Notes.  The net proceeds of         
$1,566,000 have been used for debt service and other working          
capital purposes.                                                     

As defined in the Subcription Rights Agreement dated October 10,      
1996, pursuant to the Plan of Reorganization, as confirmed by the     
Bankruptcy court, the Company agreed to issue to the Rightholders     
stock subscription rights ("Rights")to purchase up to an aggregate    
of one million (1,000,000) shares of Common Stock, par value          
$0.001 per share, of the Company, at an exercise price of $5.00       
per share. In the event such Rights were not exercised by 5 P.M.      
Pacific time on December 13, 1996, such non-exercised Rights were     
transferred automatically to the members of the Bondholder            
Committee in the proportions specified in a Standby Commitment.       

As the Rights proceeds are received, they are deposited in a          
separate Company bank account and are reflected in the                
accompanying 1996 balance sheet classification "Cash and Cash         
Equivalents Restricted".  As of December 31, 1996 Rights proceeds     
of $4,287,000 had been received by the Company, representing          
exercise of Rights to approximately 854,000 shares. The Company       
will issue the related shares, including shares applicable to the     
bondholders Standby Commitment, upon the Plan's Effective Date,       
which is expected to occur in March, 1997.                            

Cash and cash equivalents, (including restricted amounts of           
$4,445,000 at December 31, 1996) increased $8,081,000 to              
$11,653,000 at December 31, 1996. Net cash provided by operating      
activities for the year ended December 31, 1996 was approximately     
$4,852,000.  Major uses of cash during 1996 included payments of      
$1,431,000 of reorganization administrative costs, $578,000 of        
reorganization severance costs, $139,000 of interest on the 1994      
Mortgage notes and $1,001,000 of capital expenditures.                

Liquidity: Currently, the Company's primary sources of liquidity      
are cash flows from the operations of the Four Queens Hotel and       
Casino.  Four Queens revenues, operating results and cash flows       
increased during the year ended December 31, 1996, primarily          
because of an increase in Four Queens hotel guests and casino         
visitors, because of an overall increase in the number of visitors    
to Las Vegas and related visitor (and local residents) interest in    
the Fremont Street Experience attraction in downtown Las Vegas.       

During 1996, the Company experienced less liquidity pressure          
because of the protection afforded by the bankruptcy laws in the      
payment of obligations incurred prior to the filing and arising       
under certain executory contracts entered into prior to the filing    
of the bankruptcy petition and because of the increased visitors      
to Las Vegas and the opening of the Fremont Street Experience.        

RESULTS OF OPERATIONS                                                 

1996 COMPARED TO 1995                                                 

Total revenues, net of promotional allowances, increased    
$4,226,000 (7.4%). Casino revenues, increased $2,336,000 (5.8%),      
as compared to 1995. Promotional allowances, which are subtracted     
from gross revenues, decreased $496,000 (7.4%) in 1996 compared to    
1995. Overall, management believes that the increase in 1996          
revenues over 1995 was at least partially attributable to             
increased visitors to downtown because of (1) the Fremont Street      
Experience attraction and (2) the related improvement of vehicular    
traffic flow to downtown Las Vegas following completion of its        
construction in November, 1995.                                       

The increase in casino revenues in 1996, as compared to     
1995, included a $2,971,000 (10.9%) increase in slot revenues and     
a $635,000 (5.0%) decrease in table games revenues. The increase      
in slot revenues was in both the volume of play and win               
percentage. The decrease in table games revenues resulted             
primarily from a decrease in the volume of play.                      

Hotel revenues increased $1,638,000 (17.1%)during 1996 due  
to an increase in average room rate and slightly higher room          
occupancy.  Food and Beverage revenues increased $237,000 (2.0%)      
where an increase in beverage revenues reflecting increased           
customer traffic was partially offset by decreased food               
complimentary sales during the year.                                  

Interest and other income decreased $481,000 primarily because of     
decreases in interest income accrued on Native American loans,        
which were fully reserved at December 31, 1995. However, in 1996,     
the Company received its first payment under the settlement           
agreement reached with the Twenty-nine Palms Band of Mission          
Indians - For additional information see "Native American Gaming      
Projects", elsewhere herein.                                          

Total costs and expenses, excluding interest, depreciation  
and amortization and provisions for losses on loans receivable        
from Native American Tribes, casino development costs and             
reorganization items decreased $1,337,000 (2.4%) in 1996 as           
compared to 1995.                                                     

Casino costs and expenses decreased $2,011,000 (10.2%) primarily      
due to a decrease in costs allocated to the casino for promotional    
allowances (which was lower, as a result of a reduction in the        
ratio of complimentary sales to total sales of rooms, food and        
beverages) and to a lesser extent by cost containment.                

Correspondingly hotel expenses increased $585,000 (7.4%) because      
of lower promotional costs allocation to the casino and because of    
slightly higher payroll costs. Food and beverage expenses             
increased $1,078,000 (17.9%) over 1995 almost entirely because of     
a lesser allocation of promotional costs to the casino.               

Taxes and licenses were comparable with 1995 consisting of  
increased payroll and slot taxes which were mostly offset by lower    
table games and property taxes.  Selling, general and                 
administrative expenses decreased $1,057,000 (9.3%) from 1995         
primarily as a result of reduced payroll costs of corporate           
administrative and development staff. Rent expenses were              
comparable with 1995.                                                 

Depreciation and amortization decreased $132,000 (3.3%) in  
1996 primarily because the remaining unamortized balance of debt      
issue costs related to the 1993 First Mortgage Notes was charged      
to reorganization items at October 31, 1995 (See notes 1 and 8 of     
Notes to Consolidated Financial Statements) and slightly lower        
depreciation of property and equipment, which was mostly offset by    
the start-up (January 1, 1996) of amortization (over 60-months) of    
the $3,000,000 investment in the Fremont Street Experience.           

Interest expense for 1996 decreased $5,501,000 from 1995 as           
reorganization proceedings continued. Interest expense of             
approximately $1,575,000 has been accrued from the August 12, 1996    
plan confirmation date on the face amount of the new restated         
First Mortgage notes payable ($30 million at 13.5% per annum)         
which are to be issued when the plan becomes fully effective,         
which is expected to occur by the end of March 1997. In addition,     
interest of approximately $170,000 has been accrued from the          
confirmation date on the new restated 11.5% First Mortgage notes      
payable (approximately $3.8 million face) which are to be issued      
when the plan becomes fully effective. Because of the Chapter 11      
proceedings, there has been no accrual of interest on the             
$57,000,000, 12.5% First Mortgage notes since October 31, 1995. If    
accrued to the plan confirmation date, the interest expense on the    
12.5% notes would have been approximately $4,394,000 in 1996. (In     
addition, the remaining unaccreted discount balance related to the    
12.5% first mortgage notes was charged to expense as a                
reorganization item at October 31, 1995).  There also has been no     
accrual of interest on the $1,425,000, 7.5% Convertible               
Subordinated Notes since October 31, 1995. If accrued to the          
confirmation date, the interest expense on the 7.5% notes would       
have been approximately $67,000 in 1996. In addition,  there has      
been no accrual of interest on the $2,950,000 of prior period tax     
obligations since October 31, 1995. If accrued, the interest          
expense to the confirmation date on prior period tax obligations      
would have been approximately $185,000 for 1996.                      

Reorganization expense is comprised of items incurred by the          
Company as a result of reorganization under Chapter 11 of the         
Bankruptcy Code. At the Plan confirmation date in August, 1996,       
the Company expensed approximately $761,000 of executive severance    
costs, of which approximately $318,000 was immediately due, with      
the remainder payable in monthly installments which continue into     
1997.                                                                 

Reorganization expenses for 1996 follow:                            
                     December 31, 1996
                       ($in thousands)
Officer severance expenses          $  761                  
Administrative expenses, net        1,431                   
Total reorganization items        $2,192        

1995 COMPARED TO 1994                                                 
Total revenues, net of promotional allowances, decreased    
$5,733,000 (9.1%). Casino revenues, decreased $6,306,000 (13.6%),     
as compared to 1994. Promotional allowances, which are subtracted     
from gross revenues, decreased $837,000 (11.1%) in 1995 compared      
to 1994 for the same reasons.                                         

The decrease in casino revenues in 1995, as compared to     
1994, consisted primarily of a  $3,178,000 (20.1%)decrease in         
table game revenues and a $3,078,000 (10.1%) decrease in slot         
revenues. The decreases in table games revenues resulted from         
decreases in both volumes of play and win percentages. The            
decrease in slot revenues resulted from decreases in volumes of       
play.  Overall, management believes that these decreases were         
primarily due to the disruption of traffic flow to downtown Las       
Vegas caused by construction of the Fremont Street Experience         
attraction and related infrastructure improvements and lower than     
expected hold percentages in table games.                             

Hotel revenues increased slightly during 1995 due to a small
increase in average room rate which was partially offset by a         
small decrease in occupancy.  Food and Beverage revenues decreased    
$557,000 (4.4% in 1995) reflecting the lower volume of customer       
traffic during the period. Interest and other income was              
comparable with 1994.                                                 

Casino costs and expenses decreased $3,161,000 (13.8%)      
primarily as a result of reduced casino payroll expenses resulting    
from cost containment programs and the decrease in casino volume.     
Hotel expenses increased $252,000 (3.3%).                             

In 1995, food and beverage expenses decreased $240,000      
(3.8%), as compared to 1994 due to cost containment programs.         

Costs incurred as a result of taxes and license fees        
decreased $328,000 (4.7%) in 1995 with higher payroll taxes offset    
by lower gaming taxes expenses.  Selling, general and                 
administrative expenses decreased $507,000 (4.3%) from 1994           
primarily as a result of reduced payroll expenses  resulting from     
cost containment programs.                                            

In 1995, rent expenses increased $642,000 (19.4%) primarily 
because of an increase in gaming equipment leased under operating     
leases.                                                               

Depreciation and amortization decreased 42,000 (1.1%) in    
1995 primarily because the remaining unamortized balance of debt      
issue costs related to the 1993 First Mortgage Notes was charged      
to reorganization items at October 31, 1995 (See notes 1 and 8 of     
Notes to Consolidated Financial Statements).                          

Interest on prior period income tax obligations decreased   
$295,000 primarily because of adjustment of accruals to lower         
effective rates for the year. Interest expense, excluding interest    
on prior period income taxes, decreased $1,080,000 (11.9%)            
because, in connection with the reorganization proceedings,           
interest subsequent to October 31, 1995 was only accrued on the       
$3,000,000 principal, 20% first mortgage notes. In addition, the      
unaccreted debt discount balance related to the 1993 First            
Mortgage Notes was charged to reorganization expense at               
October 31, 1995.                                                     

During the year ended December 31, 1995, the Company        
charged-off $23,598,000 of loans receivable from Native American      
Tribes and wrote-off $2,323,000 of casino development costs           
related to Native American Casino projects (for additional            
information, see Note 4 of Notes to Consolidated Financial            
Statements.)                                                          

For 1995, reorganization items consisted of the following:  
(in thousands)                                                        

Debt issue costs charge-off         $  293                  
Debt discount charge-off             2,695                  
Administrative expenses, net         5,690                  

Total reorganization items    $8,678            

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                 

  The Company's Consolidated Financial Statements are listed and
included under Item 14 of this Annual Report.                         

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE                                    

None.                                             

PART III                  

PART III                                                              

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT              

Name, Position with Company,                                  Year    
Principal Occupation                                          First   
and Other Directorships                            Age        Elected 
Frank L. Burrell, Jr.                               69        1991    
Chairman of the Company since January 1993;                       
Managing General Partner since 1977 of Burrell & Co.,             
a securities broker-dealer.                                       

Howard R. Carlson                                    75       1993    
Retired business and banking executive.                           

Thomas E. Martin                                     54       1990    
President and Chief Executive Officer of the Company              
since January 1993 and May 1995, respectively; President          
and Chief Executive Officer of Four Queens, Inc. since            
March 1993.                                                       

Robert A. McKerroll                                  67       1993    
Retired.  President and Chief Executive Officer of Foothill       
Bank, Mountain View, California from 1987 to 1995.                

     In addition to the executive officers of the Company who are also
directors, the executive officers of the Company are as follows:      

    Brent E. Duncan was named Treasurer and Secretary of the Company
  on June 4, 1996. Mr. Duncan joined the Company in January 1993 and prior
to being named Treasurer and Secretary of the Company, held various   
financial positions in which he reported to the Company's Chief       
Financial Officer. Mr. Duncan has over 10 years of Nevada gaming      
industry experience, including positions as Controller of a gaming    
 device distributor and of Vice President, Treasurer and Director of Del
E. Webb Hotels Corporation (where his responsibilities included       
reporting financial results for eight hotels, including four Nevada   
gaming properties). Formerly an audit manager with the Los Angeles    
  office of KPMG Peat Marwick LLP, for six years, Mr. Duncan's assignments
  included audits of various public and private companies and included two
years as resident manager of the firm's Las Vegas, Nevada office. A   
certified public accountant in Nevada, Mr. Duncan also holds a        
  bachelor's degree in accounting from San Jose State University, where he
was a member of the Accountants Honorary Society.                     

    Effective April 1, 1996, Gary R. Acord, Chief Financial Officer,
resigned his position with the Company.                               

Committees and Meetings                                               
 The Board of Directors has established an Audit Committee, an
Executive Committee, a Finance Committee, a Personnel and Compensation
Committee (the "Compensation Committee") and a Nominating Committee.  
  The membership of such committees is determined from time to time by the
 Board of Directors.  Currently, the Audit Committee consists of Messrs.
Carlson and McKerroll.  The Executive Committee consists of Frank L.  
Burrell, Jr. (Chairman) and Messrs. Martin and Carlson.  The Finance  
Committee consists of Robert A. McKerroll (Chairman) and Thomas E.    
 Martin and Frank L. Burrell, Jr. and Brent E. Duncan.  The Compensation
Committee consists of Howard R. Carlson (Chairman) and Messrs. Burrell
  and McKerroll.  The Nominating Committee consists of Messrs. Burrell and
Martin.                                                               

The functions of the Audit Committee include reviewing the  
independence of the independent auditors, recommending to the Board of
Directors the engagement and discharge of independent auditors,       
  reviewing with the independent auditors the plan and results of auditing
engagements, approving or ratifying each material professional service
provided by independent auditors, considering the range of audit and  
non-audit fees, reviewing the scope and results of the Company's      
  procedures for internal auditing and the adequacy of internal accounting
controls and directing and supervising special investigations.        

   The function of the Executive Committee is to meet periodically
 between regular meetings of the full Board of Directors and to take any
 and all required action at such meetings so as to carry out and perform
the duties of the Board to the fullest extent permitted by the By-Laws
of the Corporation and by law.                                        

  The primary function of the Finance Committee is to provide an
oversight discipline to the Company's operating performance with      
particular emphasis on cash needs and availability through monitoring 
such cash availability and needs on unconsolidated and consolidated   
 bases in time horizons of (a) 1-30 days, (b) 31-180 days, and (c)beyond
180 days up to one year.  In addition, the Committee monitors the     
  Company's operating performance through monthly reports against approved
operating plan and budgets.                                           

     The functions of the Compensation Committee include reviewing and
establishing the general employment and compensation practices and    
 policies of the Company and approving procedures for the administration
thereof.  The Compensation Committee also establishes the awards under
and administers the Incentive Plan for Senior Executives.  The        
Compensation Committee also makes recommendations to the Board of     
  Directors respecting the grant of options under the Company's 1991 Stock
Option Plan, the 1993 Long-Term Stock Incentive Plan and administers  
such plans.                                                           

    The functions of the Nominating Committee including advising the
 Board of Directors on matters concerning the selection of candidates as
nominees for election as director.  Stockholders who wish to recommend
qualified candidates to the Board of Directors should write to the    
Secretary of the Company, stating in detail the candidate's           
qualifications.  All such recommendations will be brought to the      
attention of the Nominating Committee.                                

      In 1996, the Board of Directors held 9 meetings and took action by
written consent 6 times, the Audit Committee held 1  meeting, the     
Executive Committee held 10 meetings, the Finance Committee held 9    
meetings, and the Compensation Committee and Nominating Committee did 
 not meet in 1996. Each director attended more than 75% of the aggregate
 number of meetings of the Board and the committees, if any, on which he
served in 1996.                                                       

Director's Fees                                                       

    Each non-employee director of the Company receives an annual fee
 of $25,000.  The Executive Committee is paid $12,000 per year for up to
12 meetings.  Over 12 meetings, the fee is $1,000 per meeting.  The   
Finance Committee is paid $6,000 per year for up to 12 meetings.  Over
12 meetings, the fee is $500 per meeting.  Audit, Compensation and    
Nominating Committee chairs and members are paid an additional fee of 
$5,000 and $2,500, respectively, for service as such.  All fees are   
payable monthly.  In addition, directors are reimbursed for           
out-of-pocket expenses incurred in connection with attendance at board
and committee meetings.                                               

ITEM 11 . EXECUTIVE COMPENSATION                                      

The following table provides certain summary information    
concerning compensation paid to Frank L. Burrell, Jr., the Company's  
Chairman during the three years ended December 31, 1996, and the one  
 executive officer whose total annual salary and bonus exceeded $100,000
in such year.                                                         

                        Annual Compensation  Long Term Compensation Awards
                                             Securities    All Other
 Name and Principal                              Underlying     Compensation
Position            Year  Salary ($)   Bonus($) Options (#)        ($)    

Frank L.                                                                  
 Burrell, Jr.      1996  361,678(1)(a)    -0-         -0-         524(1)
  Chairman          1995  228,235          -0-         -0-        2,310(1)
                    1994    227,991        -0-      100,000       2,310(1)

Thomas E. Martin    1996  540,683(2)(a)    -0-         -0-          672(2)
  President and     1995  343,344          -0-         -0-        2,310(2)
  Chief Executive   1994  346,606          -0-      200,000       2,310(2)
Officer                                                               

 (1)  Mr. Burrell received compensation for matching contributions under
  the Company's 401-k Plan.  (1)(a)Pursuant to the Plan of Reorganization,
Mr. Burrell was given a severance of one (1) year's annual salary of  
  $240,000.  As of December 31, 1996, Mr. Burrell had received $200,000 in
severance payments.                                                   

(2)  Mr. Martin received compensation for matching contributions under
the Company's 401-k Plan.  (2)(a) Pursuant to the Plan of             
Reorganization, Mr. Martin was given a severance of one (1) year's    
annual salary of $360,000.  As of December 31, 1996, Mr. Martin had   
received $300,000 in severance payments.                              

Table                                                                 

No options were granted in 1996.                            

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End   
Option Values                                                         

      During 1996, no stock options were exercised by executive officers
of the Company. In addition, as of December 31, 1996, Messers. Martin 
and Burrell do not hold any unexercised stock options.                

  Employment Contracts and Termination of Employment and Change-of-Control
Arrangements                                                          

     In March 1993, the Company adopted an Amended and Restated Senior
 Executive Severance Plan (the "Severance Plan").  Pursuant thereto, the
Company has entered into severance agreements with Messrs. Burrell and
Martin as of same date.  Under such agreements, all such officers were
to receive an amount equal to two times their respective annual       
salaries, in each case, thirty days after termination (subject to     
  certain limitations) if such termination occurs within two years after a
  change of control of the Company.  The Severance Plan also provides that
  a covered officer may "put" to the Company any stock options theretofore
granted to him under the Company's option plans in return for cash    
payments equal to the difference (if greater than zero) between the   
"fair market value" (as defined in the relevant option plan) and the  
  exercise price per share of such options. Pursuant to the Company's Plan
of Reorganization, Messrs. Burrell and Martin's severance agreements  
  were assumed, as modified, by the U.S. Bankruptcy Court to provide for a
 severance payment of $240,000 and $360,000, respectively, to be paid in
equal installments over six-months commencing on the Confirmation Date
with a single lump sum of one-half of their total severance to be paid
on the Confirmation Date. See "Item 1.  Business--Chaper 11           
Proceedings--Plan of Reorganization."                                 

Compensation Committee Report on Executive Compensation               

 The duties of the Compensation Committee are to establish the
 salaries of the company's executive officers; to exercise the authority
of the Board of Directors concerning the Company's benefit plan; to   
 administer the Company's stock option plans; to make recommendations to
 the Board of Directors concerning salary increases and bonus awards for
  the Company's executives, including the Chairman and the President/Chief
Executive Officer; and to advise the Board of Directors on other      
compensation and benefit matters.  The members of the Compensation    
Committee are Messrs. Carlson (Chairman), Burrell and McKerroll.      

   The Company's fundamental philosophy and policy is to provide a
total compensation program which will enable the Company to attract,  
retain and motivate the high-caliber management team needed to achieve
the Company's longer-term objectives.  Accordingly, each executive's  
compensation package is comprised of four elements:  (i) base salary, 
which represents competitive pay within the gaming and hospitality    
industry for a comparable level of responsibility and reflects        
 individual performance; (ii) annual variable performance awards payable
 in cash, which are tied to the Company's achievement of financial goals
and individual performance; (iii) stock-based incentive awards which  
strengthen the mutual interests of the executive officers and the     
shareholders; and (iv) a cost effective and tax efficient benefits    
 package to provide security for officers and their families.  It is the
  Company's objective to pay "market rate" base salaries (i.e. at the 50th
percentile) and to pay above the market rate through variable         
compensation vehicles (incentives and stock), contingent upon the     
Company's performance and results attained.                           

     Base Salary.  The base salary of each officer is set on the basis
of the salary level in effect for comparable positions within the     
Company's peer group (i.e. market or 50% percentile) and personal     
  performance.  The factors considered when measuring personal performance
of an executive officer include, but are not limited to, the Company's
 performance, the executive's departments and personal performance.  The
  executive's departments are evaluated by reviewing performance to budget
 and goals, including such factors as profit.  Other factors may include
development and retention of staff as well as the review of all audit 
reports.                                                              

  Due to the Company's financial performance, base salaries were
reduced by 5% and a salary freeze was instituted effective October 5, 
 1994.  On or about April 1, 1996, all employees, excluding the Chairman
 of the Board and Chief Executive Officer, were given a 2.5% increase in
their base salary.                                                    

     Annual Incentive Compensation.  Due to the financial condition of
  the company and the filing of Chapter 11 Bankruptcy on October 31, 1995,
there was no incentive compensation paid in 1996.                     

Long-Term Incentive Compensation.  The 1993 Long-Term Stock 
Incentive Plan provides for grants of Company securities to executives
and other key individuals in the form of stock options, SARs, stock   
units or restricted shares.  The Compensation Committee grants stock  
options to attract new executives to the Company and to retain current
officers.  The grants are designed to align the interests of the      
executive officers with those of shareholders and ensure long-term    
  commitment to the Company.  Each stock option grant allows the executive
to acquire the Company's common stock at a fixed price per share (the 
market price on the date of grant) over a specified period of time (up
to 10 years).  Accordingly, the option will provide a return to the   
  executive officer only if the market price of the Company's common stock
appreciates over the option term.  The number of options historically 
awarded was compared to the option grants of the Company's industry.  
 The Company's practices with regard to stock option awards and holdings
were found to be below market when compared with practices within the 
industry peer group.                                                  

      No SARs, stock units, stock options, restricted stock or long term
incentive plan payouts were made during 1996.                         

Chief Executive Officer's Compensation                                

  During 1996, Mr. Martin was paid a base salary of $342,000. In
setting Mr. Martin's salary, the Compensation Committee considered the
  market survey and personal performance.  The Committee believes that Mr.
 Martin's salary is fair and appropriate in light of the obligations and
responsibilities of the Chief Executive Officer.  Mr. Martin was not  
 awarded any cash bonuses during 1996.  Mr. Martin received no grants of
options in 1996.                                                      

  COMPENSATION COMMITTEE
       Howard R. Carlson, Chairman
 Frank L. Burrell, Jr.
Robert A. McKerroll 

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND        
MANAGEMENT                                                      

 The following table sets forth the names and addresses of all
persons who beneficially owned, to the knowledge of the Company, more 
 than 5% of the outstanding shares of Common Stock on December 31, 1996,
and the number of shares beneficially owned by each director, each    
executive officer named in the Summary Compensation Table and all     
directors and executive officers as a group.  Shares are beneficially 
  owned by a person if he or she currently owns such shares or has or will
have the right to acquire such shares within 60 days of December 31,  
 1996.  Unless otherwise noted, the persons named in the table have sole
voting and investment power with respect to all shares shown as       
beneficially owned by them.                                           

                                        Beneficial Ownership
                           of Common Stock
                     Number of
Name and Address of Owner               Shares      Percent of Class  
Goldsmith Financial Corporation         1,204,030(1)        7.6%      
11350 McCormick Road, Suite 200                                       
Hunt Valley, Maryland  21031                                          

Mojave Partners, L.P.                   1,053,417(2)        6.6%      
181 Maple Street                                                      
Stowe, Vermont  05672                                                 

Howard R. Carlson                          10,000(3)            *     

Thomas E. Martin                           56,000               *     

Robert A. McKerroll                         2,000               *     

All directors and executive officers as a group(4)68,000           *  

*    Less than one percent.                                           
(1)  Based solely on information set forth in Schedule 13D and        
       amendments thereto filed with the Securities and Exchange
   Commission by Goldsmith Financial Corporation through
December 31, 1996.                                
(2)  Based solely on information set forth in Schedule 13D and        
       amendments thereto filed with the Securities and Exchange
            commission by Mojave Partners, L.P. through December 31, 1996.
            Includes 122,382 shares of Common Stock subject to immediately
           exercisable warrants at an exercise price of $5.50 per share.
(3)  Consists of 10,000 shares held by the Howard R. and Jeanne M.    
Carlson Trust.                                              

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS              

None.                                             

Performance Graph                                                     
     The Commission requires that the Company include in this Form 10K
  a graphical comparison of the Company's cumulative five-year shareholder
returns on an indexed basis with (i) a broad equity market index and  
 (ii) and industry index or peer group.  Set forth below is a line graph
(table) comparing the percentage change in the cumulative total       
 shareholder return on the Company's Common Stock against the cumulative
 total return of the Dow Jones Equity Market Index and the Entertainment
& Leisure Index for the five years ended December 31, 1996.  "Total   
return," for the purpose of the graph, assumes reinvestment of all    
dividends.                                                            

Comparison of Five Year Cumulative Total Return                     
for Elsinore Corporation, the Dow Jones Equity Market Index and       
the Entertainment and Leisure Index.                      

Elsinore Corporation                      
Equity Table                      
December 31, 1996                     

                                                 No.of
 No.of shares     Market value     Total Market   shares
   o/s at 12/31     at 12/31            Value       per $100

1991     12,017,164       0.7500           9,012,873      133         
1992     12,017,164       0.9375          11,266,091      107         
1993     12,062,164       4.6250          55,787,509       22         
1994     13,135,214       1.9375          25,449,477       52         
1995     15,891,793       0.6875          10,925,608      145         
1996     15,891,793       0.5625           8,939,134      178         

Elsinore                                                
 Index     Dow Jones    Dow Jones    Dow Jones   Dow Jones
Value of  Equity        Equity        E&L         E&L   
YE    Invest    Index          Base       Index        Base         
1991   100       392            100        327           100          
1992   125       413            105        402           123          
1993   617       442            113        501           153          
1994   258       433            111        450           137          
1995    83       581            148        590           180          
1996    13       702            179        641           196          

PART IV                     

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON      

FORM 8-K                                                    
                        Page
                        Number
A.   Documents filed as part of this report on behalf of              
Elsinore Corporation and Subsidiaries:                      
(i)     Financial Statements:                                     

Independent Auditors' Report              F-1               

Consolidated Balance Sheets, December 31, 1996 and 1995F-2  

Consolidated Statements of Operations, Years Ended          
December 31, 1996, 1995 and 1994          F-4               

Consolidated Statements of Cash Flows, Years Ended          
December 31, 1996, 1995 and 1994          F-5               

Consolidated Statements of Shareholders' Equity, (Deficit)  
Years Ended December 31, 1996, 1995 and 1994F-7             

Notes to Consolidated Financial StatementsF-8               

(ii) Financial Statement Schedules:                                   

All Schedules are omitted because they are either not       
required or not applicable, or the required       
information is presented in the Notes to the      
Consolidated Financial Statements.                

(iii)     Exhibits:                                                   

2.1* First Amended Plan of Reorganization [2.1] (16)                  

2.2* Order Confirming First Amended Plan of Reorganization [2.2]      
(16)                                                                  

3.1* Amended and Restated Articles of Incorporation of Elsinore       
Corporation [3.1](1)                                                  

3.2* Amended and Restated Bylaws of Elsinore Corporation (4)          

10.1*     Sublease, dated May 26, 1964, by and between A. W. Ham, Jr. 
and Four Queens, Inc. [10.1](2)                                       

10.2*  Amendment of Sublease, dated June, 15, 1964, by and between    
A. W. Ham, Jr. and Four Queens, Inc. [10.2] (2)                       

10.3*  Amendment of Sublease, dated February 25, 1965, by and         
between A. W. Ham, Jr. and Four Queens, Inc. [10.3](2)                

10.4*  Amendment of Sublease, dated January 29, 1973, by and          
between A. W. Ham, Jr. and Four Queens, Inc. [10.4](2)                

10.5*  Supplemental Lease, dated January 29, 1973, by and between     
A. W. Ham, Jr. and Four Queens, Inc. [10.5](2)                        

10.6*  Lease Agreement, dated April 25,1972, by and between Bank      
of Nevada and Leon H. Rockwell, Jr., as Trustees of Four Queens,      
Inc. [10.6](2)                                                        

10.7*  Lease, dated January 1, 1978, between Finley Company and       
the Company [10.7](2)                                                 

10.8*  Ground Lease, dated October 25, 1983, between Julia E.         
Albers, Otto J, Westlake, Guardian, and Four Queens, Inc.             
[10.8](2)                                                             

10.9*  Ground Lease, dated October 25, 1983 between Katherine M.      
Purkiss and Four Queens, Inc. [10.9](2)  10.10*  Ground Lease,        
dated October 25, 1983 between Otto J. Westlake and Four Queens,      
Inc. [10.10](2)                                                       

10.11*  Indenture of Lease, dated March 28, 1984, by and between      
the City of Las Vegas and Four Queens, Inc. [10.11](2)                

10.12*  Lease Indenture, dated May 1, 1970, by and between Thomas     
L. Carroll, et al. and Four Queens, Inc. [10.12](2)                   

10.13*  Memorandum of Lease, dated January 26, 1973, between          
President and Board of Trustees of Santa Clara College and Four       
Queens, Inc. [10.13](2)                                               

10.14*  Elsinore Corporation 1991 Stock Option Plan (the "1991        
Plan") [10.11](1)                                                     

10.15*  Form of Option Agreement pursuant to the 1991 Plan.           
[10.21](2)                                                            

10.16*  Form of Director and Officer Indemnity Agreement.             
[10.16](11)                                                           

10.17*  Elsinore Corporation 1993 Long-Term Stock Incentive Plan      
(the "1993 Plan"). [10.23](2)                                         

10.18*  Form of Option Agreement pursuant to the 1993 Plan.           
[10.24](2)                                                            

10.19*  Agreement, dated January 14, 1993, between Jeanne Hood,       
the Company and Four Queens, Inc. [10.25](2)                          

10.20*  Amended and Restated Elsinore Corporation Senior Executive    
Severance Plan, dated March 15, 1993. [10.26] (2)                     

10.21*  Form of Amended and Restated Senior Executive Severance       
Agreement. [10.27](2)                                                 

10.22*  Agreement, dated April 28, 1992, by and between Four          
Queens, Inc., Jeanne Hood, Edward M. Fasulo and Richard A.            
LeVasseur. [10.28](2)                                                 

10.23*  1995 Short Term Incentive Plan for Senior Executive,          
adopted December 16, 1994 [10.23](11)                                 

10.24*  Agreement of Limited Partnership, dated January 28, 1993,     
by and between ELSUB Management Corporation and Native American       
Casino Corporation. [10.30](2)                                        

10.25*  Incentive Consulting Agreement, dated January 28, 1993, by    
and among Palm Springs East, L.P. (the "Partnership"), James G.       
Brewer, Donald Wright and Sparkesh Enterprises, Ltd. [10.31](2)       

10.26*  Revised Management Agreement for Gaming Activities, dated     
November 11, 1993 by and between Twenty-Nine Palms Band of Mission    
Indians and the Partnership [10.26](5)                                

10.27*  Addendum to Revised Management Agreement for Gaming           
Activities, dated January 25, 1994, between Twenty-Nine Palms Band    
of Mission Indians and the Partnership [10.27](5)                     

10.28*  Loan Agreement dated November 11, 1993, by and between        
Twenty-Nine Palms Band of Mission Indians and the Partnership         
[10.28](5)                                                            

10.29*  Gaming Project Development and Management Agreement, dated    
September 28, 1993, by and among Olympia Gaming Corporation, The      
Jamestown S'Klallam Tribe and JKT Gaming, Inc., a Tribal              
Corporation organized and chartered by the Jamestown S'Klallam        
Tribe ("JKT Gaming"). [10.29](5)                                      

10.30*  Addendum to Gaming Project and Development Management         
Agreement, dated January 28, 1994 by and among Olympia Gaming         
Corporation, The Jamestown S'Klallam Tribe and JKT Gaming             
[10.30](5)                                                            

10.31*  Loan Agreement, dated November 12, 1993 by and among The      
Jamestown S'Klallam Tribe and JKT Gaming [10.31](5)                   

10.32*  First Amendment to Loan Agreement, dated January 28, 1994     
by and among The Jamestown S'Klallam Tribe and JKT Gaming             
[10.32](5)                                                            

10.33*  Purchase Agreement, dated October 8, 1993, among the          
Company, the Guarantors named therein and the Purchasers named        
therein. [10.1](3)                                                    

10.34*  Warrant Agreement, dated as of October 8, 1993, between       
the Company and First Trust National Association, as warrant          
agent. [10.3](3)                                                      

10.35*  First Mortgage Notes Registration Rights Agreement, dated     
as of October 8, 1993, among the Company, the Guarantors  named       
therein and the Purchasers named therein. [10.4](3)                   

10.36*  Warrant Shares Registration Rights Agreement, dated as of     
October 8, 1993, among the Company and the Purchasers named           
herein. [10.5](3)                                                     

10.37*  Amendment No. 1, dated as of April 21, 1994, to Warrant       
Agreement, dated as of October 8, 1993, among the Company and         
First Trust National Association, as warrant agent [10.2](6)          

10.38*  Indenture, dated as of October 8, 1993, by and among          
Elsinore Corporation, the Guarantors named therein and First Trust    
National Association, as trustee, including the form of Series B      
Note registered on Form S-4 dated January 6, 1994. [10.2](3)          

10.39*  Escrow and Disbursement Agreement, dated as of October 8,     
1993, among the Company, First Trust National Association and         
First Interstate Bank of Nevada, N.A., as escrow agent. [10.6](3)     

10.40*  Pledge Agreement, as of dated October 8, 1993, from the       
Company and ELSUB Management Corporation to First Trust National      
Association [10.7](3)                                                 

10.41*  Deed of Trust, Assignment of Rents and Security Agreement,    
dated as of October 8, 1993, by and among Four Queens, Inc., Land     
Title of Nevada, Inc. and First Trust National Association            
[10.8](3)                                                             

10.42*  Assignment of Operating Agreements, dated as of October 8,    
1993 by Palm Springs East Limited Partnership to First Trust          
National Association. [10.9](3)                                       

10.43*  Assignment of Operating Agreements, dated as of October 8,    
1993 by Olympia Gaming Corporation to First Trust National            
Association. [10.10](3)                                               

10.44*  Supplemental Indenture No. 1, dated as of April 21, 1994,     
to the Indenture dated as of October 8, 1993, among the Company,      
the Guarantors named therein and First Trust National Association,    
as trustee. [10.1](6)                                                 

10.45*  Operating Agreement of Nashville Nevada LLC. [10.52](9)       

10.46*  Amendment No. 1 to Operating Agreement of Nashville Nevada    
LLC. [10.53](9)                                                       

10.47*  Hotel/Casino Sublease for Owner-Operator between Mojave       
Valley Resort, Inc. and Mojave Valley Resort Casino Company.          
[10.54](9)                                                            

10.48*  Installment Agreement (on Form 433-D) dated December 6,       
1994 by and between the Company and the Internal Revenue Service.     
[10.55](10)                                                           

10.49*  Supplemental Indenture No. 2, dated  December 14, 1994, to    
the Indenture dated as of October 8, 1993 by and among the            
Company, the Guarantors named therein and First Trust National        
Association, as Trustee. [10.56](10)                                  

10.50*  Amendment no. 1 to Note and Stock Purchase Agreement,         
dated December 14, 1994 by and among the Company, the Guarantors      
named therein and the Purchasers named therein.  [10.57](10)          

10.51*  First Mortgage Note and Common Stock Exchange Agreement,      
dated as of December 29, 1994, by and among the Company, Mojave       
Partners, L.P., a Delaware limited partnership, and Edward            
Herrick, an individual.  [10.51](11)                                  

10.52*  Amendment to Agreement, dated January 4, 1994, between        
Jeanne Hood, the Company and Four Queens, Inc. [10.52](11)            

10.53*  Employment Agreement, dated December 5, 1994, between Rudy    
Prieto and the Company. [10.53] (11)                                  

10.54*  Employment Agreement, dated July 1994, between John Cook      
and the Company. [10.54.](11)                                         

10.55*  1993 Long Term Stock Incentive Plan, as amended and           
restated on July 1, 1994. [10.55] (11)                                

10.56*  Restated and Amended Elsinore Corporation Senior Executive    
Severance Plan, dated as of March 15, 1993 [10.56] (12)               

10.57*  Form of Senior Executive Severance Agreement by and           
between the Company and certain senior executives.  [10.57] (12)      

10.58*  Amendment No. 2 to Operating Agreement of Nashville Nevada    
L.L.C., effective as of September 30, 1994, by and among the          
Company, Mojave Gaming, Inc., Mojave Valley Resort Casino Company,    
and Nashville Nevada, L.L.C. [10.58] (12)                             

10.59*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and Magnolia Partners, L.P., a Delaware           
limited partnership. [10.59] (12)                                     

10.60*  Common Stock Registration rights Agreement, dated as of       
March 31, 1995, between the Company and Magnolia Partners, L.P.       
[10.60] (12)                                                          

10.61*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and Mojave Partners, L.P., a Delaware limited     
partnership. [10.61] (12)                                             

10.62*  Common Stock Registration Rights Agreement, dated as of       
March 31, 1995, between the Company and Mojave Partners, L.P.         
[10.62] (12)                                                          

10.63*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and G & O Partners, L.P., a Delaware limited      
partnership. [10.63] (12)                                             

10.64*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and GroRan LLC1, a Delaware limited liability     
company. [10.64] (12)                                                 

10.65*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and Paul Orwicz. [10.65] (12)                     

10.66*  Note Purchase Agreement, dated as of March 30, 1995,          
between the Company and David Ganek. [10.66] (12)                     

10.67*  Common Stock Registration Rights Agreement, dated as of       
March 31, 1995, between the Company and G & O Partners, L.P.,         
GroRan LLC1, Paul Orwicz and David Ganek. [10.67] (12)                

10.68*  Stock Pledge Agreement, dated March 31, 1995, by and among    
the Company, Magnolia Partners, L.P., Mojave Partners, L.P., G & O    
Partners, L.P., GroRan LLC1, Paul Orwicz and David Ganek. [10.68]     
(12)                                                                  

10.69*  Information Statement of Elsinore Corporation dated June      
16, 1995, regarding the Consent to Waiver of Compliance and           
Amendment of the Indenture governing its 12.5% First Mortgage         
Notes due 2000, as amended by the Supplemental Information            
Statement dated June 23, 1995.  [10.1] (13)                           

10.70*  Supplemental Indenture No. 3 dated as of June 30, 1995, by    
and among the Company, the Guarantors named therein, and First        
Trust National Association, as Trustee on behalf of the First         
Mortgage Noteholders.  [10.2] (13)                                    

10.71*  Amendment No. 2 dated as of June 23, 1995, to the Note and    
Stock Purchase Agreement by and among the Company, each Guarantor     
named therein and each Mortgage Noteholder.  [10.3] (13)              

10.72*  Waiver of Compliance and Agreement to Amend Promissory        
Notes, each dated as of June 30, 1995, by and among the Company       
and each Convertible Noteholder.  [10.4] (13)                         

10.73*  Subscription Rights Agreement, dated October 10, 1996 [10]    
(17)                                                                  

10.74   Interim Management Agreement                                  

21.1    List of Subsidiaries                                          

23.1    Consent of KPMG Peat Marwick LLP                              

27.1    Financial Data Schedules                                      

99.1*       Voluntary Petition for Bankruptcy Pursuant to Chapter 11  
      of the Bankruptcy Code dated October 31, 1995.[99.2](14)

99.2*    Olympia Gaming Corporation Voluntary Petition for            
   Bankruptcy Pursuant to Chapter 11 of the bankruptcy
Code dated October 31, 1995.  [99]          

*    Previously filed with the Securities and Exchange Commission     
       as exhibits to the document shown below under the Exhibit
     Number indicated in brackets and incorporated herein by
reference and made a part of hereof:              

(1) Annual Report on Form 10-K for the year ended December 31,      
1991                                              
(2)    Annual Report on Form 10-K for the year ended            
December 31, 1992                       
(3)    Current Report on Form 8-K dated October 19, 1993        
(4)    Current Report on Form 8-K dated November 12, 1993       
(5)    Annual Report on Form 10-K for the year ended December   
31, 1993                                
(6)    Current Report on Form 8-K dated April 28, 1994          
(7)    Registration Statement on Form S-4 filed January 6,      
1994                                    
(8)    Current Report on Form 8-K dated October 24, 1994        
(9)    Registration Statement on Form S-2 filed October 24,     
1994                                    
(10)    Amendment No. 2 to Registration Statement on Form S-2     
filed December 23, 1994                 
(11)    Registration Statement on Form S-4 filed January 23,      
1995                                    
(12)    Annual Report on Form 10-K for the year ended December    
31, 1994                                
(13)    Current Report on Form 8-K dated July 7, 1995             

(14)    Current Report on Form 8-K dated November 7, 1995         

(15)    Annual Report on Form 10-K for the year ended             
December 31, 1995.                      

(16)    Current Report on Form 8-K dated August 8, 1996           

(17)    Quarterly Report on Form 10-Q for the quarterly period    
ended September 30, 1996                

B.        Reports on Form 8-K                                         

  During the fourth quarter of 1996, the Company filed
the following Current Report on Form 8-K:                             

  Form 8-K dated December 9, 1996 (regarding extension
of Plan effective date.)                                              

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SIGNATURES                                                            

Pursuant to the requirements of Section 13 or 15(d) of the            
Securities Exchange Act of 1934, as amended, the registrant has       
duly caused this report to be signed on its behalf by the             
undersigned, thereunto duly authorized.                               

ELSINORE CORPORATION
(Registrant)        

       By:    /s/ Thomas E. Martin
       THOMAS E. MARTIN, President

Dated: February 19, 1997                                              

Pursuant to the requirements of the Securities Exchange Act of        
1934, as amended, this report has been signed below by the            
following persons on behalf of the registrant and in the              
capacities as indicated on February 19, 1997.                         

/s/ Frank L. Burrell, Jr.          /s/ Howard Carlson                 
Frank L. Burrell, Jr.              Howard Carlson                     
Chairman of the Board of Directors Director                           

/s/ Robert A. McKerroll            /s/ Thomas E. Martin             
Robert A. McKerroll           Thomas E. Martin                        
Director                           Director                           

/s/ Brent E. Duncan                                                   
Brent E. Duncan                                                       
Treasurer                                                             

Independent Auditors' Report                                          

The Board of Directors and Shareholders                               
Elsinore Corporation, Debtor-In-Possession                            

We have audited the consolidated balance sheets of Elsinore           
Corporation and subsidiaries, Debtor-In-Possession, as of December    
31, 1996 and 1995 and the related consolidated statements of          
operations, shareholders' equity (deficit) and cash flows for each    
of the years in the three-year period ended December 31, 1996.        
These consolidated financial statements are the responsibility of     
the Company's management.  Our responsibility is to express an        
opinion on these consolidated 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 consolidated financial statements referred to     
above present fairly, in all material respects, the financial         
  position of Elsinore Corporation and subsidiaries, Debtor-In-Possession,
as of December 31, 1996 and 1995, and the results of their operations 
and their cash flows for each of the years in the three- year period  
ended December 31, 1996, in conformity with generally accepted        
accounting principles.                                                

The accompanying consolidated financial statements have been          
prepared assuming that the Company will continue as a going           
concern.  As discussed in Note 1 to the consolidated financial        
statements, on October 31, 1995 the Company filed a voluntary         
petition seeking to reorganize under Chapter 11 of the United         
States Bankruptcy Code. The Company is currently operating as a       
Debtor-In-Possession under the jurisdiction of the Bankruptcy         
Court and this event and circumstances relating to this event         
raise substantial doubt about the Company's ability to continue as    
a going concern. On August 8, 1996, the Bankruptcy Court entered      
an order confirming the Company's plan of reorganization, as          
modified, with a confirmation date of August 12, 1996. The            
Company's ability to continue as a going concern is dependent         
upon, among other things, its obtaining the required regulatory       
approvals from the State of Nevada, including approvals by the        
gaming authorities, obtaining sufficient cash to fund all             
distributions and cash reserves required at the time the plan         
becomes effective and achieving profitable operations and             
sufficient cash flows to meet future obligations required by the      
plan.  The consolidated financial statements do not include any       
adjustments that might result from the outcome of these               
uncertainties.                                                        

                                     KPMG Peat Marwick LLP
Las Vegas, Nevada                                                     
February 19, 1997                   F-1                               

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)    
Consolidated Balance Sheets     
December 31, 1996 and 1995      
(Dollars in Thousands)    

                                               1996           1995

Assets                

Current Assets:                                                               
Cash and cash equivalents                         $ 7,208        $ 3,572  
Accounts receivable, less allowance for                                   
doubtful accounts of $347 and $201,                                   
respectively                                        815            729
Inventories                                           354            248  
Prepaid expenses                                    1,177          1,029  
  Total current assets                            9,554          5,578

Cash and cash equivalents - restricted(note 1)        4,445           -       
Property and equipment, net(notes 5 and 8)           23,544         25,473    
Leasehold acquisition costs, net of accumulated                               
amortization of $4,898 and $4,691,                                      
respectively                                      1,941          2,148
Investment in Fremont Street Experience, LLC          2,400          3,000    
Other assets(note 6)                                    743            902    

                                               $ 42,627       $ 37,101

See accompanying notes to consolidated financial statements.    

F-2 

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)      
Consolidated Balance Sheets (continued)         
December 31, 1996 and 1995          
(Dollars in Thousands)          

                                            1996        1995

Liabilities and Shareholders' Deficit             

Current liabilities:                                                            
Accounts payable                                     $ 1,065     $      676 
Accrued interest                                       2,137            100 
Accrued expenses(note 7)                               6,176          5,352 
Current portion of capital lease obligations                                
 (note 12)                                               50             54
    Total current liabilities                         9,428          6,182

Prepetition liabilities not subject to compromise:                              
Long-term debt, subject to demand for                                       
 acceleration(note 8)                                 3,000          2,902
Capital lease obligations, net of current                                   
 portion(note 12)                                     1,487          1,531
                                                      4,487          4,433

Prepetition liabilities subject to compromise:                                  
Accounts payable                                       3,565          4,070 
Prior period income taxes and related                                       
interest (note 9)                                     2,985          2,985
Accrued interest                                       4,419          4,419 
Accrued expenses                                          28             28 
Long-term debt subject to                                                   
 demand for acceleration(note 8)                     58,425         58,425
                                                     69,422         69,927

   Total liabilities                                 83,337         80,542

Shareholders' deficit(note 10):                                                 
Common stock, $.001 par value per share.                                    
Authorized 100,000,000 shares.  Issued                                  
 and outstanding 15,891,793 shares                       16             16
Additional paid-in capital                            69,602         65,315 
Accumulated deficit                                 (110,328)      (108,772)
     Total shareholders' deficit                     (40,710)       (43,441)

Commitments and contingencies (notes 4, 11 and 12)                              
                                                   $ 42,627       $ 37,101

See accompanying notes to consolidated financial statements.

 F-3

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      Elsinore Corporation and Subsidiaries (Debtor-In-Possession)
   Consolidated Statements of Operations
Years Ended December 31, 1996, 1995 and 1994  
(Dollars in Thousands, Except Per Share Amounts)

                                     1996           1995            1994
Revenues, net:                                                                  
Casino                            $    42,300    $    39,964     $    46,270  
Hotel                                  11,202          9,564           9,234  
Food and beverage                      12,373         12,136          12,693  
Interest and other                      1,502          1,983           2,020  
Promotional allowances                 (6,178)        (6,674)         (7,511) 

                                     61,199         56,973          62,706

Costs and Expenses:                                                             
Casino                                 17,694         19,705          22,866  
Hotel                                   8,482          7,897           7,645  
Food and beverage                       7,088          6,010           6,250  
Taxes and licenses(note 14)             6,592          6,627           6,955  
Selling, general and administrative    10,328         11,385          11,892  
Rents                                   4,055          3,955           3,313  
Provision for losses on loans                                                 
receivable from Native American                                             
Tribes (note 4)                         -            23,598            -    
Casino development costs (note 4)        -             2,323            -     
Depreciation and amortization           3,816          3,948           3,990  
Interest (contractual interest for                                            
1996 and 1995 of $7,661                                                   
and $9,212) respectively (note 8)     2,505          8,006           9,086
Interest, prior period income tax                                             
obligation(note 9)                      -               590             885 

                                     60,563          94,044         72,882
Income (loss) before                                                    
    reorganization items                 636         (37,071)       (10,176)
Reorganization items(note 2)          (2,192)         (8,678)            -  
   Loss before income taxes and       (1,556)        (45,749)       (10,176)
extraordinary item                                                

Income taxes(note 9)                      -               -              -      
 Loss before extraordinary item      (1,556)        (45,749)      (10,176)
Extraordinary item(note 15)               -                -              735   

   Net loss                         $ (1,556)       $(45,749)       $(9,441)

Loss per common share:                                                          
Loss before extraordinary item      $  (0.10)       $  (2.95)     $   (0.84)
Extraordinary item                       -               -            (0.06)
                                    $  (0.10)       $  (2.95)     $   (0.78)

Weighted average number of common                                               
shares outstanding                 15,891,793      15,511,983     12,106,778

See accompanying notes to consolidated financial statements.  
F-4 

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)  
Consolidated Statements of Cash Flows       
Years Ended December 31, 1996, 1995 and 1994    
(Dollars in Thousands)  

                                          1996         1995         1994

Cash flows from operating activities:                                           
Net loss                                $ (1,556)    $(45,749)     $ (9,441)

Adjustments to reconcile net loss to                                            
net cash provided by (used in) operating                                    
activities:                                                                 
 Depreciation and amortization            3,816        3,948         3,990
 Accretion of discount on long-term debt     98        1,170         1 171
Provision for loss on loans receivable                                  
 from Native American Tribes              -         23,598           -
Write-off of casino development costs      -          2,323           - 
Write-off of Fremont Street Experience                                  
operating costs                           -            525           -
Extraordinary loss on extinguishment                                    
   of debt                                   -            -            (735)
Reorganization items                     2,192        8,678           - 
Accrued expenses                        (1,368)       5,352           - 
Change in other assets and liabilities,                                 
    net                                    2,166        3,111          (227)
Liabilities subject to compromise:                                      
    Accounts payable                        (505)       1,982          (204)
Prior period income taxes                                           
     and related interest                    -         (3,475)          (50)
Accrued interest and other                                          
    expenses                                -         (2,119)        2,059
     Total adjustments                    6,399       45,093         6,004
Cash provided by (used in)                                  
          operating activities             4,843         (656)       (3,437)

Cash flows from investing activities:                                           
Notes and loans receivable from Native                                      
  American Tribes                            -         (6,646)      (15,908)
Casino development costs                     -         (1,073)         (302)
Investment in Fremont St. Experience LLC     -           (525)       (1,122)
Capital expenditures                      (1,001)        (148)       (4,364)
Cash used in investing                                      
          activities                      (1,001)      (8,392)      (21,696)

See accompanying notes to consolidated financial statements.  

 F-5

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)    
Consolidated Statements of Cash Flows (Continued)       
Years Ended December 31, 1996, 1995 and 1994      
(Dollars in Thousands)        

                                          1996         1995         1994
Cash flows from financing activities:                                           
Issuance of long-term debt                   -          1,706         3,000 
Principal repayments of long-term debt       (48)         (62)         (204)
Proceeds from issuance of common stock,                                     
net of underwriting discounts and                                       
 commissions and other direct costs         -          3,747            15
Proceeds from issuance of common stock                                        
subscription rights(note 1)               4,287         -             -   
Debt issuance costs                          -           (140)       (1,416)
Modification of capital lease obligation     -            277          -    
Cash provided by                                            
         financing activities             4,239        5,528         1,395
Increase (decrease) in cash                                                     
and cash equivalents                       8,081       (3,520)      (23,738)
Cash and cash equivalents at beginning                                          
of year                                    3,572        7,092        30,830 
Cash and cash equivalents at end of year                                        
(Including restricted amounts of $4,445                                     
and $3,685 at December 31, 1996 and                                       
1994, respectively)                    $ 11,653     $ 3,572     $   7,092 

Supplemental Disclosures of Cash Flow Information:                              

The Company paid $367,000, $3,998,000 and $7,750,000 for interest in 1996,      
1995 and 1994, respectively, and $0, $3,475,000 and $50,000 for income taxes    
in 1996, 1995 and 1994, respectively.                                           

Supplemental Schedule of Non-Cash Financing and Investing Activities:           

The Company reduced equipment and related accumulated depreciation by           
$1,909,000 in 1994, to reflect the write-off of fully depreciated assets taken  
out of service.                                                                 

In connection with the supplemental issuance in 1994 of 750,000 stock purchase  
warrants, the Company recorded a discount on the First Mortgage Notes and       
increased additional paid-in capital by $1,125,000, the fair market value of    
the stock purchase warrants.                                                    

In connection with the Private Placement in 1994 of the Company's 20.0%         
Mortgage Notes due 1996, the Company recorded a discount on the Notes and       
increased additional paid-in capital by $268,000, the fair value of the         
126,050 shares of common stock issued with the notes.                           

In 1995, the holders of Convertible Notes with a face amount of $281,250        
effected conversion of the notes into 256,579 shares of the Company's common    
stock.                                                                          

See accompanying Notes to Consolidated Financial Statements.    

F-6       

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)      
Consolidated Statements of Shareholders' Equity (Deficit)       
Years Ended December 31, 1996, 1995 and 1994      
(Dollars in Thousands)    

                                                        [Enlarge/Download Table]

                                                  Additional                                      
                                  Common      Common    Paid-in   Accumulated  Treasury           
                                  Shares      Stock     Capital   Deficit      Stock     Total    
                                                                                                  
Balance, December 31, 1993        12,070,017  12        58,149    (53,582)     (12)        4,567  

  Issuance of stock purchase                                                                      
  warrants to First mortgage                                                                      
  noteholders (note 8)                  -      -         1,125        -          -         1,125  

  Issuance of 17,000 shares,                                                                      
  including 7,853 shares held                                                                     
  in treasury, upon exercise                                                                      
  of stock options                    9,147    -             3        -         12            15  

  Issuance of shares as partial                                                                   
  consideration for debt                                                                          
  (note 8)                          126,050    -           268         -         -           268  

  Issuance of shares in exchange                                                                  
  for First mortgage notes                                                                        
  (notes 8 and 15)                  930,000    1         1,801         -         -         1,802  

  Net loss                              -      -            -      (9,441)       -        (9,441) 
 Balance, December 31, 1994      13,135,214   13        61,346    (63,023)       -        (1,664) 

  Issuance of shares(note 10)     2,500,000    3         3,744         -         -         3,747  

  Issuance of shares upon                                                                         
  partial conversion of                                                                           
  7.5% convertible notes            256,579    -           225         -         -         225    

  Net loss                              -      -           -      (45,749)       -        (45,749)
 Balance, December 31, 1995      15,891,793   16        65,315   (108,772)       -        (43,441)

  Issuance of common stock                                                                        
  subscription rights                   -      -         4,287        -          -         4,287  

  Net loss                              -      -           -       (1,556)       -        (1,556) 

Balance, December 31, 1996       15,891,793   16        69,602   (110,328)       -       (40,710) 

See accompanying notes to consolidated financial statements.          

       F-7

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)    
Notes to Consolidated Financial Statements  
Years Ended December 31, 1996, 1995 and 1994      

1.   Reorganization Under Chapter 11, Liquidity and Financial         
Condition                                                 

Chapter 11 Proceedings.                                     

On October 31, 1995, Elsinore and certain of its            
subsidiaries filed a voluntary petition in the United States          
Bankruptcy Court for the District of Nevada (Las Vegas, Nevada)       
(the "Bankruptcy Court") to reorganize under Chapter 11 of the        
United States Bankruptcy Code (the "Bankruptcy Code").  The file      
number in the case is 95-24685 RCJ with Judge Robert C. Jones         
presiding.  On November 10, 1995, Olympia Gaming Corporation, a       
wholly-owned subsidiary of the Company, also filed a voluntary        
petition in the same Court.  The Company is currently operating as    
a debtor-in-possession under the supervision of the Bankruptcy        
Court.  As a debtor in possession, the Company may operate its        
business but may not engage in transactions outside of the            
ordinary course of business without the approval of the Bankruptcy    
Court.                                                                

Plan of Reorganization.                                     

General.                                                    

Under the Bankruptcy Code, the Company's pre-petition       
liabilities are subject to settlement under a plan of                 
reorganization.  The Bankruptcy Code also requires that all           
administrative claims be paid on the effective date of the plan of    
reorganization unless the respective claimants agree to different     
treatment.                                                            

During the course of the bankruptcy proceedings, an         
unofficial committee of a majority of the holders of the 1993         
First Mortgage notes was formed (the "Bondholders Committee").        
Beginning in approximately December 1995, the Company and the         
Bondholders Committee participated in settlement negotiations in      
an effort to consensually resolve their concerns in the case. The     
result of these negotiations was an agreed upon conceptual            
framework for a plan of reorganization, which was thereafter          
embodied in a stipulation (the "Stipulation").                        

On February 28, 1996, the Company filed a plan of           
reorganization, which was consistent with the terms of the            
Stipulation, together with an accompanying disclosure statement.      
The disclosure statement was approved on May 13, 1996 subject to      
the insertion of certain language acceptable to the 1993 First        
Mortgage Noteholders.                                                 

On July 16, 1996, the Bankruptcy Court conducted a hearing  
regarding confirmation of the plan as submitted by the Company.       
At that time, the Bankruptcy Court considered the various             
objections to the plan raised by certain creditors and equity         
holders.  On July 18, 1996, the Bankruptcy Court conducted further    
proceedings with respect to the plan of reorganization submitted      
by the Company.  At the July 18 hearing, the Bankruptcy Court         
concluded that certain modifications to the plan would be             
necessary for its confirmation.  These modifications included,        
among others, making no distribution to the Company's existing        
equity holders.                                                       

Following the July 18 confirmation hearing , but before the 
entry of an order incorporating the Bankruptcy Court's ruling on      
the plan submitted by the Company, certain of the Company's           
creditors filed a motion for reconsideration based upon their         
withdrawal of objections to the plan.  These creditors agreed to      
withdraw their objections in return for a reallocation of equity      
interests in the reorganized Elsinore.                                

On August 5, 1996, the Bankruptcy Court conducted a hearing 
on the reconsideration motion.  After that hearing, the Bankruptcy    
Court determined that the relief sought by that motion should be      
granted.  Accordingly, on August 8, 1996, the Bankruptcy Court        
entered an order confirming the plan of reorganization submitted      
by the Company as modified by that order (the "Plan") with a          
confirmation date of August 12, 1996.                                 

The effective date of the Plan will be after all regulatory 
approvals required by the State of Nevada, including approvals by     
the gaming authorities, have been obtained and Elsinore has           
sufficient cash to fund all distributions.  Management believes       
the only remaining condition to effectiveness to be satisfied is      
the Nevada Gaming Authorities granting its approval of the members    
of the Company's reconstituted Board of Directors.  Currently, it     
is expected that the Plan will be fully effective by March 1997.      

Terms of Plan of Reorganization                                       

The Plan provides for the continuation of Elsinore and at   
least three of its subsidiaries (Four Queens, Inc., ElSub             
Management Corporation and Palm Springs East Limited Partnership)     
as going concerns.  Under the Plan, the old common stock interests    
in Elsinore will be canceled and Elsinore, as reorganized, will       
issue new common stock (the "New Common Stock").  On the effective    
date of the Plan, 80% of the New Common Stock will be distributed     
to the following classes of creditors and equity holders in the       
following proportions:                                                

Interest                             Percentage             

12.5% First Mortgage noteholders             87.5%          
7.5% Convertible Subordinated noteholders          3.5%     
Unsecured creditors of Four Queens, Inc      2.5%           
Unsecured creditors of Elsinore Corporation  1.0%           
Internal Revenue Service                1.9%                
Old common stockholders                        3.6%         
                        100.0%

The remaining 20% of the New Common Stock will be issued through a    
rights offering to raise $5,000,000 to assist in funding the Plan.    
Initially, the entire amount of the rights offering will be made      
available for subscription to the following classes of creditors      
and equity holders in the percentages enumerated below:               

Interest                             Percentage             

12.5% First Mortgage noteholders             87.5%          
7.5% Convertible Subordinated noteholders     3.5%          
Unsecured creditors of Four Queens, Inc       2.5%          
Old common stockholders                       6.5%          
                                  100.0%

Each member of the above classes of creditors and equity    
holders will be required to elect whether to exercise the right to    
purchase the New Common Stock allocated and whether to purchase       
additional shares of New Common Stock if one or more holders of       
that class do not fully exercise their right to purchase New          
Common Stock.  The subscription rights of non-exercising members      
of the above classes will be reallocated automatically among the      
other members of the class electing to exercise their rights to       
purchase additional shares of New Common Stock.  If any of the        
members of any class do not elect to exercise all of the rights       
allocated to that class, the unexercised rights will be               
automatically distributed to the members of the Bondholder            
Committee.  The Bondholder Committee has guaranteed a 100%            
subscription for the $5 million rights offering, in the event the     
percentages enumerated above are not otherwise fully subscribed.      
On or about October 10, 1996 the rights offering process commenced    
with the distribution of subscription rights materials to the         
class members.                                                        

As defined in the Subsription Rights Agreement dated October 10,      
1996, pursuant to the Plan of Reorganization, as confirmed by the     
Bankruptcy court, the Company agreed to issue to the Rightholders     
stock subscription rights ("Rights")to purchase up to an aggregate    
of one million (1,000,000) shares of Common Stock, par value          
$0.001 per share, of the Company, at an exercise price of $5.00       
per share. In the event such Rights were not exercised by 5 P.M.      
Pacific time on December 13, 1996, such non-exercised Rights were     
transferred automatically to the members of the Bondholder            
Committee in the proportions specified in a Standby Commitment.       

As the Rights proceeds are received, they are deposited in a          
separate Company bank account and are reflected in the                
accompanying 1996 balance sheet classification "Cash and Cash         
Equivalents Restricted".  As of December 31, 1996, Rights proceeds    
of $4,287,000 (including interest of $19,000) had been received by    
the Company, representing the exercise of Rights to approximately     
854,000 New Common Shares. The Company will issue the related         
shares, including shares applicable to the bondholders Standby        
Commitment, when the Plan becomes Effective, which is expected to     
occur in March, 1997.                                                 

As a result of the rights offering, members of the Bondholders        
Committee will receive 995,280 shares of the New Common stock and     
members of the creditor and equity holder constituencies will         
receive an aggregate, 4,720 shares of New Common stock. Therefore,    
upon effectiveness of the plan, it is expected that members of the    
bondholders committee will hold, in the aggregate 4,495,280 shares    
of the 5,000,000 issued and outstanding shares of New Common          
stock.                                                                

Proposed Treatment of Creditors and Equity Interests                  

The Plan is expected to be funded principally from cash     
generated from operations and the $5,000,000 proceeds from the        
rights offering.  Specifically, the proposed treatment of each of     
the creditor and equity interests is as follows:                      

The 1994 Mortgage Note holders have an allowed secured claim
equal to the $3,000,000 principal amount of the notes plus accrued    
interest thereon at 20% through the date on which the confirmation    
order was entered by the Bankruptcy Court(approximately $675,000)     
and certain fees and disbursements related thereto (approximately     
$125,000).  On the effective date of the Plan, each 1994 Mortgage     
Note holder will receive its prorata share of restated mortgage       
notes (the "Restated Mortgage Notes"), due four years from the        
confirmation date, in exchange for its allowed claim.                 

Interest on the Restated Mortgage Notes will accrue at an   
annual rate of 11.5% or other appropriate interest rate approved      
by the Bankruptcy Court and will be payable quarterly commencing      
on the fourth month following the confirmation date.  These           
noteholders will retain their lien interests as collateral for        
repayment of the restated mortgage notes.                             

The 1993 First Mortgage Note holders have an allowed claim  
equal to approximately $61,000,000.  Under the Plan, the secured      
portion of the claim is allowed in the amount of $30,000,000.  The    
balance of the claim is unsecured.  On the effective date of the      
Plan, each 1993 First Mortgage Note holder will receive (i) in        
exchange for the secured portion of its claim, its prorata share      
of $30,000,000 face amount of restated first mortgage notes (the      
"Restated First Mortgage Notes") which will accrue interest at an     
annual rate of 13.5% per annum payable semi-annually and will be      
due five years from the confirmation date, and (ii) in exchange       
for the unsecured portion of its claim, prorata portion of the New    
Common Stock (see above).                                             

The Convertible Note holders have an allowed claim equal to 
approximately $1,500,000.  On the effective date of the Plan, each    
Convertible Note holder will receive its prorata share of New         
Common Stock (see above) in exchange for its allowed claim.           

The Company's larger unsecured creditors, other than the    
Convertible Note holders, will receive payments from a fund of        
approximately $1,400,000 over a three-year period and their           
prorata share, if any, of New Common Stock (see above).               

The Internal Revenue Service ("IRS"), which has both secured
and unsecured claims aggregating approximately $3,000,000 will        
receive full payment of its secured claim with interest at 8% per     
annum (commencing on the effective date) over four years and will     
receive, with respect to its unsecured claim, proportionately the     
same type of recovery which is provided for the Company's larger      
unsecured creditors.  In addition, the IRS will receive its           
prorata share of the New Common Stock (see above).                    

Management Agreements                                                 

The Plan also calls for a change in the management of the   
reorganized Elsinore.  Effective at noon on August 12, 1996,          
Elsinore entered into an Interim Management Agreement with Riviera    
Gaming Management Corp - Elsinore, Inc. to manage the business        
operations of the Company subject to the direction of the existing    
boards of directors of Elsinore and its subsidiaries.                 

Under the stipulation between the Company and the           
Bondholders Committee, senior management (Thomas E. Martin,           
President and Chief Executive Officer, and Frank L. Burrell, Jr.,     
Chairman of the Board) ceased to be compensated employees of the      
Company on Monday, August 12, 1996, although they will continue to    
serve as directors and authorized officers until replaced.            

The Plan contemplated that management of the Company from the date    
of the Plan's confirmation until the Plan's Effective Date would      
be undertaken by a nominee of the Bondholders Committee. The          
Company and Riviera Gaming Management Corp. - Elsinore                
("Riviera"), the nominee of the Bondholders Committee, have           
entered an Interim Management Agreement (the "Interim Agreement")     
pursuant to which Riviera has assumed exclusive managerial            
responsibility over the Four Queens Hotel and Casino and ancillary    
facilities (together the "Four Queens Hotel"), subject to             
supervision of the Boards of Directors of Elsinore and FQI. Under     
the Interim Agreement, Riviera is responsible for providing           
training to Four Queens Hotel personnel, marketing and sales at       
the Four Queens Hotel , internal accounting and other managerial      
tasks. In return, Riviera receives a management fee of $83,333 per    
month. All personnel employed at the Four Queens Hotel, other than    
those hired by Riviera for purposes of fulfilling its                 
responsibilities, remain the employees of the Company. In             
addition, during the interim agreement, the Company retains full      
responsibility for payment of all expenses related to the             
operation of the Four Queens Hotel. Riviera has no obligation to      
pay any expenses or to make any capital expenditure with respect      
to the Four Queens hotel which are not funded by the Company. The     
interim agreement by its terms will terminate upon the                
commencement of the first calendar quarter following the Plan's       
Effective Date.                                                       

Board of Directors                                                    

The Plan also calls for the Company's Board of Directors to 
be reconstituted upon effectiveness of the Plan.  Four of the new     
directors are to be chosen by the Bondholders Committee and one       
will be appointed by the Equity Committee appointed in the            
Bankruptcy Case.  Both the Bondholders Committee and the Equity       
Committee have selected their proposed representatives to the         
Company's Board.  Those proposed directors have been submitted to     
the Nevada Gaming Authority for approval.  Upon such approval, the    
Company believes all conditions to the Plan's effectiveness will      
be satisfied.                                                         

Other Reorganization Matters                                          
Certain pre-petition liabilities have been paid after       
obtaining the approval of the Bankruptcy Court, including certain     
wages and employee benefits, gaming related liabilities and hotel     
room and other customer deposits.  Subsequent to filing and with      
the approval of the Bankruptcy Court, the Company assumed             
executory contracts for all real estate and equipment leases.         

In accordance with the Stipulation between the Company and  
the Bondholders Committee, the Company (with the participation of     
the Bondholders Committee) prior to confirmation of the Plan          
decided which executory contracts would be assumed.  All executory    
contracts which were not expressly assumed by the Company were        
deemed rejected at the confirmation date.  All creditors claims       
resulting from the rejection of an executory contract must have       
been filed with the Bankruptcy Court no later than September 11,      
1996.  All such claims which are timely filed will be treated in a    
manner identical to the treatment received by other members of the    
appropriate class of creditors under the Plan.  All such claims       
which are not timely filed will be barred and discharged and the      
creditor holding such claim will not receive or be entitled to any    
distribution under the Plan on account of such claim.                 

Trading in the Company's common stock continues to be halted by       
the American Stock Exchange ("AMEX") and the Pacific Stock            
Exchange ("PSE").  Elsinore intends to pursue reactivation of its     
listings with AMEX and PSE so that the New Common Stock in the        
reorganized Elsinore can be traded publicly following the             
effective date of the Plan.  However, by letter dated January 27,     
1997, Elsinore was informed of AMEX's intention to pursue the         
delisting of Elsinore's Common Stock. By letter dated February 3,     
1997, the Company requested that AMEX defer a final decision on       
delisting until mid-March 1997 so that the reconstituted board of     
directors has an opportunity to decide on a course of action.  By     
letter dated February 5,1997 AMEX agreed to extend the Company's      
time to request an appeal to March 14, 1997.                          

2.   Reorganization Items                                             

Reorganization expense is comprised of items incurred by the          
Company as a result of reorganization under Chapter 11 of the         
Federal Bankruptcy Code.  Such items for 1996 and 1995 (none in       
1994) consisted of the following (in thousands):                      

                                                  1996      1995
Administrative expenses                          $1,431   $  293
Severance expenses                                  761      -  
Write-off of debt issuance costs                    -      2,695
Write-off of original issue discount on debt        -      5,690

                                                 $2,192   $8,678

3.   Summary of Significant Accounting Policies                       

(a)  Financial Reporting for Bankruptcy Proceedings                   

The accompanying financial statements have been prepared on a         
going concern basis which assumes continuity of operations and        
realization of assets and liquidation of liabilities in the           
ordinary course of business.  As a result of the reorganization       
proceedings, there are significant uncertainties relating to the      
ability of the Company to continue as a going concern.  The           
financial statements do not include any adjustments that might be     
necessary as a result of the outcome of the uncertainties             
discussed herein including the effect of the plan of                  
reorganization.                                                       

The American Institute of Certified Public Accountant's Statement     
of Position 90-7, "Financial Reporting by Entities in                 
Reorganization Under the Bankruptcy Code" ("SOP 90-7") provides       
guidance for financial reporting by entities that have filed          
petitions with the Bankruptcy Court and expect to reorganize under    
Chapter 11 of the Bankruptcy Code.                                    

Under SOP 90-7, the financial statements of an entity in a Chapter    
11 reorganization proceeding should distinguish transactions and      
events that are directly associated with the reorganization from      
those of the operations of the ongoing business as it evolves.        
Accordingly, SOP 90-7 requires the following financial                
reporting/accounting treatments in respect to each of the             
financial statements. The Company will the adopt fresh-start          
reporting provisions of SOP 90-7 upon the effective date of the       
Plan and anticipates reporting the results for the quarter ending     
March 31, 1997 under those provisions.                                

Balance Sheet                                               
The balance sheet separately classifies pre-petition and post-petition
liabilities.  A further distinction is made between pre-petition      
liabilities subject to compromise (generally unsecured                
and undersecured claims) and those not subject to compromise          
(fully secured claims).  Pre-petition liabilities are reported on     
the basis of the expected amount of such allowed claims, as           
opposed to the amounts for which those allowed claims will be         
settled.  Under the approved final plan of reorganization, those      
claims will be settled at amounts substantially less than their       
allowed amounts.                                                      

When debt subject to compromise has become an allowed claim and       
that claim differs from the net carrying amount of the debt           
(defined as the face amount of the debt less unamortized debt         
issuance costs and unaccreted discount), the net carrying amount      
is adjusted to the amount of the allowed claim.  The resulting        
gain or loss is classified as a reorganization item.                  

Statement of Operations                                     

Pursuant to SOP 90-7, revenues and expenses, realized gains and       
losses, and provisions for losses resulting from the                  
reorganization and restructuring of the business are reported in      
the statement of operations separately as reorganization items.       
Professional fees are expensed as incurred.  Interest expense is      
reported only to the extent that it will be paid during the           
proceeding or that it is probable that it will be an allowed          
claim.                                                                

Statement of Cash Flows                                     

Reorganization items are reported separately within the operating,    
investing and financing categories of the statement of cash flows.    

(b)  Principles of Consolidation                                      

The consolidated financial statements include the accounts of         
Elsinore Corporation and its wholly-owned subsidiaries.  All          
material intercompany balances and transactions have been             
eliminated in consolidation.                                          

(c)  Accounting for Casino Revenue and Promotional Allowances         
In accordance with industry practice, the Company recognizes as       
casino revenue the net win from gaming activities, which is the       
difference between gaming wins and losses.  The retail value of       
complimentary food, beverages and hotel services furnished to         
customers is included in the respective revenue classifications       

Elsinore Corporation and Subsidiaries (Debtor-In-Possession)    
Notes to Consolidated Financial Statements        
Years Ended December 31, 1996, 1995 and 1994        

and then deducted as promotional allowances.  The estimated costs     
of providing such promotional allowances are included in casino       
costs and expenses and consist of the following:                      

                              Years Ended December 31,
                              1996      1995      1994
                              (Dollars in Thousands)

Hotel                           $1,215    $1,608    $2,179  
Food & Beverage                  3,908     4,869     5,022  

       Total                   $5,123   $6,477    $7,201

(d)  Cash Equivalents                                                 

Cash equivalents include highly liquid investments purchased with     
an original maturity date of 90 days or less.                         

(e)  Inventories                                                      

Inventories are stated at the lower of cost (first-in, first-out)     
or market.                                                            

(f)  Property and Equipment                                           

Property and equipment are stated at cost.  Depreciation is           
provided over the estimated useful lives of the assets using the      
straight-line method.  Useful lives range from 8 to 40 years.         
Equipment held under capital lease are recorded at the net present    
value of minimum lease payments at the inception of the lease and     
are amortized over the shorter of the terms of the leases or          
estimated useful lives of the related assets.                         

(g)  Leasehold Acquisition Costs                                      

The costs of acquiring leasehold interests are deferred and           
amortized using the straight-line method over the shorter of the      
term of the lease or the useful life of the property which is 33      
years.                                                                

(h)  Amortization of Original Issue Discount and Debt Issuance        
Costs                                                 

Original issue discount is accreted over the life of the related      
indebtedness using the effective interest method.                     

Costs associated with the issuance of the debt are deferred and       
amortized over the life of the related indebtedness using the         
straight-line method.                                                 

See discussion in notes 2 and 8 regarding the write-off of            
unamortized amounts as of December 31, 1995 in connection with the    
reorganization proceedings.                                           

(i)  Casino Development Costs                                         

Casino development costs consist of costs incurred by the Company     
in connection with the development of the Palm Springs and            
Washington Casinos and legal and other costs incurred to enter        
into management contracts with the respective Indian Tribes and to    
obtain necessary federal and state regulatory approvals.  Pursuant    
to the respective management contracts, costs incurred by the         
Tribes (as defined in the contracts) to construct and develop the     
casinos were loaned to the Tribal enterprises in the form of          
promissory notes.  Other casino development costs were deferred to    
be amortized over the five-year terms of the related management       
contracts.  See note 4 for discussion of the write-off of             
previously deferred amounts as of December 31, 1995.                  

(j)  Investment in Fremont Street Experience                          
The Company and seven other downtown Las Vegas property owners,       
who together operate ten casinos, have formed the Fremont Street      
Experience LLC (FSELLC), a limited liability company of which the     
Company is a one-sixth owner, to develop the Fremont Street           
Experience.  The Fremont Street Experience has transformed four       
blocks of Fremont Street into a covered pedestrian mall featuring     
a 10-story celestial vault, sound effects and a high tech light       
show which add to the neon signs and marquees for which the           
downtown area is already famous.  The Company's $3,000,000 capital    
contribution for its one-sixth ownership of FSELLC was paid in        
full by January 1994.  The project was completed at the end of        
November 1995 and the grand opening ceremonies held on December       
13, 1995.  During 1995, the Company paid approximately $525,000 to    
FSELLC, representing its allocated share of the 1995 operating        
costs of the Fremont Street Experience.  These costs were             
capitalized and expensed upon the opening of the project.  As         
FSELLC is expected to operate at a loss for the foreseeable           
future, the $3,000,000 capital contribution will be amortized over    
five years using the straight line method.  The Company's             
allocated share of the operating costs of the Fremont Street          
Experience ($1,000,000 in 1996) are expensed as incurred.             

(k)  Income Taxes                                                     
Income taxes have been provided for using the asset and liability     
method in accordance with Statement of Financial Accounting           
Standards No. 109, "Accounting for Income Taxes."   Under the         
asset and liability method, deferred tax assets and liabilities       
are recognized for the future tax consequences attributable to        
differences between the financial statement carrying amounts of       
existing assets and liabilities and their respective tax bases and    
operating loss and tax credit carryforwards.  Deferred tax assets     
and liabilities are measured using enacted tax rates expected to      
apply to taxable income in the years in which those temporary         
differences are expected to be recovered or settled.  Under           
Statement 109, the effect on deferred tax assets and liabilities      
of a change in tax rates is recognized in income in the period        
that includes the enactment date.                                     

(l)  Loss Per Share                                                   

Loss per share has been computed by dividing net loss by the          
weighted average common shares outstanding during the year.           

(m)  Stock Based Compensation                                         

Prior to January 1, 1996, the Company accounted for its stock         
option plan in accordance with the provisions of accounting           
Principles Board ("APB") Opinion No. 25, Accounting for Stock         
Issued to Employees , and its related interpretations. As such,       
compensation expense would be recorded on the date of grant only      
if the current market price of the underlying stock exceeded the      
exercise price. On January 1, 1996, the Company adopted SFAS No.      
123, Accounting for Stock-Based Compensation , which permits          
entities to recognize as expense over the vesting period the fair     
value of all stock-based awards on the date of grant.                 
Alternatively, SFAS No. 123 also allows entities to continue to       
apply the provisions of APB Opinion No. 25 and provide proforma       
net income and proforma earnings per share disclosures for            
employee stock option grants made in 1995 and future years as if      
the fair-value-based method defined in SFAS No. 123 had been          
applied. The Company has elected to continue to apply the             
provisions of APB Opinion No. 25 and provide the pro forma            
disclosure provisions of SFAS No. 123.                                

(n)  Long-lived Assets                                                

In March, 1995, the FASB issued Statement Of Financial Accounting     
Standards No. 121, "Accounting for the Impairment of Long-Lived       
Assets and for Long-Lived Assets to Be Disposed Of", which            
requires impairment losses to be recorded on long-lived assets        
used in operations when indicators of impairment are present and      
the undiscounted cash flows estimated to be generated by those        
assets are less than the assets' carrying amount.  Statement 121      
also addresses the accounting for long-lived assets that are          
expected to be disposed of.  The Company adopted Statement 121 in     
the first quarter of 1996 and there was no write-down of assets.      

(O)  Reclassification                                                 

Certain items in the 1995 and 1994 financial statements have been     
reclassified for comparability with the 1996 presentation.            

(p)  Use of Estimates                                                 

Management of the Company has made estimates and assumptions          
relating to the reporting of assets and liabilities and the           
disclosure of contingent assets and liabilities to prepare these      
financial statements in conformity with generally accepted            
accounting principles.  Actual results could differ from those        
estimates.                                                            

(q)  Fair Value of Financial Instruments                              

The carrying amounts of cash equivalents, receivables and accounts    
payable approximates fair value because of the short term maturity    
of these instruments.  It is not practical to estimate the fair       
market value of prepetition liabilities subject to compromise due     
to the bankruptcy and the fact that there has been no active          
trading of long-term debt subject to compromise.  The carrying        
amount of the long-term debt which is not subject to compromise       
approximates fair value because it is deemed to be fully secured      
and bears interest at an appropriate rate.                            

4.   Native American Casino Operations                                

Spotlight 29 Casino                                                   

Since March 1995, Elsinore Corporation, its wholly owned              
subsidiary, Elsub Management Corporation and Palm Springs East        
Limited Partnership, of which Elsub is the general partner            
(collectively the "Company"), and the Twenty-Nine Palms Band of       
Mission Indians (the "Band") have been involved in a dispute          
regarding, among other things, the terms of a management contract     
(the "contract") under which the Company had the exclusive right      
to manage and operate the Spotlight 29 Casino (the "Spotlight         
29"), owned by the Band, located near Palm Springs, California.       

On April 17, 1995, the Company was ousted as manager of Spotlight     
29 and on April 19, 1995, the Company issued a demand letter to       
the Band declaring a breach of the Contract and a related loan        
agreement under which the Company had lent approximately              
$12,500,000 to the Band for construction of Spotlight 29 and for      
working capital Contributions.  The demand letter claimed damages     
in the full amount of the funds which had been advanced to the        
Band.                                                                 

In light of the Company's disassociation with the operations of       
the Spotlight 29, management determined to write off, during the      
quarter ended March 31, 1995, the unamortized balance of casino       
development costs incurred for the project of $1,037,000 and          
ceased the accrual of interest on the project note and loans          
evidencing working capital advances.                                  

On May 16, 1995, in response to the Company's demand, the Band        
delivered to the Company a "Notice to Terminate Management            
Agreement."  The notice asserted material breaches of the Contract    
and requested payment of approximately $1,500,000 million by June     
16, 1995 to cover working capital shortfalls or the Contract would    
be terminated.                                                        

On October 31, 1995, the Company filed a voluntary petition for       
reorganization under Chapter 11 of the Bankruptcy Code with the       
United States Bankruptcy Court for the District of Nevada (Las        
Vegas, Nevada).                                                       

The Company has been involved in protracted negotiations with the     
Band for a settlement of the respective claims asserted by the        
parties since the events described above.  Based upon the progress    
of the aforementioned negotiations at the time, as of December 31,    
1995 the Company wrote off the accrued interest and fully reserved    
the $9,000,000 principal balance.                                     

On March 29, 1996, the Company reached a settlement with the Band     
which has been approved by the Bankruptcy Court and which has         
received final clearance by the Bureau of Indian Affairs. The         
Company has received a promissory note from the Band in the           
principal amount of $9,000,000.  While the note has a 36-month        
amortization schedule, monthly payments are limited to 20% of         
Spotlight 29's monthly net income.  In the event that net income      
is insufficient to fully pay the note at the end of 36 months, the    
note will be automatically extended for up to an additional two       
years.  If still not fully paid at the end of the extension           
period, it may be extended up to an additional two years upon the     
approval of the National Indian Gaming Commission (the "NIGC").       
If not paid at the end of the final extension period, the note        
will be forgiven.  Interest on the note is at an annual rate equal    
to the greater of 10% or the maximum rate allowed under California    
law, not to exceed 12%. The Company has received a total of           
$353,000 of interest which was recorded in the year ended December    
31, 1996  Given that the $9 million recovery is limited to 20% of     
the net income generated by Spotlight 29 management determined not    
to reduce the allowance for loss in the amount of $9,000,000          
against the receivable which was provided during the quarter ended    
December 31, 1995.                                                    

7 Cedars Casino                                                       

Elsinore Corporation, through its wholly-owned subsidiary, Olympia    
Gaming Corporation (collectively the "Company"), has a Gaming         
Project Development and Management Agreement (the "Contract") to      
operate the 7 Cedars Casino (the "7 Cedars") which is located on      
the Olympic Peninsula in the state of Washington and is owned by      
the Jamestown S'Klallam Tribe (the "Tribe").  In addition,            
pursuant to a loan agreement, the Company lent $9,000,000 to the      
Tribe for the construction of 7 Cedars.                               

Under the terms of the Contract, the Company is obligated to          
establish a reserve fund for "working capital", which is not          
defined in the Contract, in the amount of $500,000 for the            
operation of 7 Cedars.  The Company believes that in negotiating      
the contract the parties did not intend to apply a "working           
capital" definition based upon generally accepted accounting          
principles which, in the Company's view, would be impracticable in    
the context of the Contract and which, in practice, has never been    
followed.  Since its opening on February 3, 1995, the Casino has      
incurred a substantial cumulative net loss and an attendant           
decrease in working capital.                                          

On November 1, 1995, the Tribe asserted that the Company had          
defaulted on the June, July, August and September 1995 minimum        
guaranteed payments to the Tribe, as defined by the Contract, in      
the aggregate amount of $100,000 and requested immediate payment.     
In addition, the Tribe demanded that sufficient monies be paid to     
enable all current gaming project expenses to be paid and working     
capital reserve to be maintained at the required funding level.       
The Tribe demanded that a minimum of $2,540,000 be paid               
immediately and also contended that the working capital shortfall     
could be as high as approximately $5,390,000 according to their       
interpretation of the Contract.  On November 13, 1995, the Company    
received a letter from the Tribe dated November 9, 1995 asserting     
that the Contract had been terminated as a result of the Company's    
failure to make the payments which has been demanded.                 

On November 10, Olympia Gaming filed a voluntary petition for         
reorganization under Chapter 11 of the Bankruptcy Code with the       
United States Bankruptcy Court for the District of Nevada (Las        
Vegas, Nevada).                                                       

Pursuant to the terms of the Contract, the Company is to receive a    
management fee equal to 30% of the net distributable profits of 7     
Cedars (subject to the Tribe receiving a $25,000 per month            
guaranteed payment) and the Tribe 70%.  The Contract has an           
initial term of five years (expires February 2, 2000), subject to     
renewal for an additional two years in the event that the project     
loan is not paid in full by the end of the initial term.  The         
project loan to finance the development and construction of 7         
Cedars is payable solely from the Tribe's share of the net            
distributable profits of 7 Cedars, and will amortize over the         
five-year term of the contract at an annual interest rate of          
10.9%.                                                                

In response to declining revenues following the first several         
months of operations, management undertook certain cost-cutting       
measures in the late spring and summer 1995 and increased             
marketing activities in an effort to achieve profitability.  In       
November 1995 and January 1996, more substantial expense              
reductions were effected through reductions in the hours of           
operation of 7 Cedars and deeper, "across the board" cost cutting.    
In light of the existing competition in the Puget Sound area, the     
demographics of 7 Cedars primary locals' markets and the apparent     
low propensity for destination tourists to the Olympic Peninsula      
to gamble, there exists substantial uncertainty as to whether,        
during the remaining term of the management and loan agreements, 7    
Cedars can achieve the level of profitability required to obtain      
full recovery of the loan principal and accrued interest thereon.     

Based upon the foregoing, management determined during the quarter    
ended December 31, 1995 to provide an allowance for loss against      
the $9,000,000 outstanding balance of the project loan plus           
accrued interest thereon.                                             

On September 1, 1995, the Company ceased accruing interest on the     
project loan and wrote-off the remaining unamortized balance of       
capitalized casino development costs of approximately $242,000.       

Mojave Valley Resort Project                                          

As a condition to its participation in the Mojave Valley Resort       
Project, a joint venture between Mojave Gaming, Inc. ("Mojave         
Gaming"), a wholly owned subsidiary of Elsinore Corporation and       
Mojave Valley Resort Casino Company, an affiliate of Temple           
Development Company, to develop a master planned casino resort on     
land leased from the Fort Mojave Indian Tribe, Mojave Gaming was      
required to make a capital contribution to the venture by             
September 30, 1995.  The contribution was not made and therefore,     
the contract terminated.  Based upon the foregoing, in September      
1995 management wrote-off as casino development costs                 
approximately $807,000, representing all capitalized costs            
incurred for the project.                                             

5.   Property and Equipment, Net                                      

Property and equipment, net, consists of the following:               
                                December 31,
                               1996           1995
                                  (Dollars in Thousands)

Land                                $ 1,275      $  1,275   
Buildings                            39,240        39,207   
Equipment                            24,488        23,564   
Construction in Progress                 53           -     
                                  65,056        64,046
Less Accumulated Depreciation                               
and Amortization                  41,512        38,573

                                 $23,544       $25,473

6.   Other Assets                                                     
Other assets consist of the following:                                

                                    December 31,
                                  1996          1995
                                    (Dollars in Thousands)

Debt Issuance Costs, Net                 $   -          $  79         
Deposits and Other                          743           823         

                                 $ 743         $ 902

7.   Accrued Expenses:                                                

Accrued expenses consist of the following:                            

                                      December 31,
                                     1996       1995
                                      (Dollars in Thousands)

Salaries and Wages                        $1,584        $1,559        
Payroll Taxes and Employee Benefits          883           617        
Gaming Taxes                                 107           625        
Slot Club Liability                          546           396        
Outstanding chip & token liability           692           843        
Other                                      2,364         1,312        

                                  $6,176        $5,352

8.   Long-Term Debt:                                                  

Long-term debt subject to demand for acceleration consists of the     
following:                                                            
                                      December 31,
                                     1996         1995
                                        (Dollars in Thousands)

12.5% First Mortgage Notes Payable            $57,000     $57,000     
20% Mortgage Notes Payable,                                           
Net of unaccreted Discount of $0 and $ 98,                          
at December 31, 1996 and 1995,                                      
respectively                                   3,000        2,902   
7.5% Convertible Subordinated Notes                                   
Payable                                        1,425       1,425    
Total long-term debt                      61,425      61,327
Long-term debt subject to demand for                                  
acceleration-not subject to compromise         3,000       2,902    

Long-term debt subject to demand for                                  
acceleration-subject to compromise          $ 58,425     $58,425    

First Mortgage Notes                                                  

On October 8, 1993, the Company completed a private placement of      
$60,000,000 aggregate principal amount of the Company's 12.5%         
First Mortgage Notes due 2000 (the "First Mortgage Notes") and        
warrants (the "Warrants") to purchase 3,100,340 shares of the         
Company's common stock at an exercise price of $5.50 per share,       
subject to certain anti-dilution provisions.  The net proceeds of     
the offering were approximately $57.4 million.  In December 1994,     
$3,000,000 aggregate principal amount of the First Mortgage Notes     
were redeemed and retired, in consideration for which the Company     
issued to the noteholder 930,000 shares of common stock.              

Convertible Subordinated Notes                                        

On March 31, 1995, the Company completed the private placement of     
$1,706,250 of the Company's 7.5% Convertible Subordinated Notes       
due December 31, 1996 (Convertible Notes).  The convertible notes     
are convertible into the Company's common stock at $1.125 per         
share subject to certain antidilution provisions.On September 6,      
1995, the holders of Convertible Notes with a face amount of          
$281,250, effected the conversion of the notes and accrued            
interest thereon into 256,579 shares of the Company's common          
stock.                                                                

Adjustments To Long-Term Debt Pursuant to Reorganization              
Proceedings                                                           

The First Mortgage Notes and Convertible Notes are classified as      
pre-petition liabilities subject to compromise (the First Mortgage    
Notes on the basis that the claim is undersecured considering the     
rorganization value for the Company) and the outstanding principal    
and accrued interest thereon through the date of filing have          
become allowed claims, SOP 90-7 requires that the recorded amount     
of the debt be adjusted to the amount of the allowed claim.           
Accordingly, unamortized debt issuance costs of $2,695,000 and        
unaccreted original issue discount of $5,690,000 were written off     
to adjust the carrying amounts of these notes to the allowed          
amounts.                                                              

Further, interest expense on the First Mortgage Notes and             
Convertible Notes was not recognized since the date of petition       
through August 12, 1996, the confirmation date of the Plan.           

The first Mortgage Notes, Mortgage notes and Convertible              
Subordinated notes are expected to be treated under the Plan as       
described in note 1.                                                  

The 1993 first Mortgage Note holders have an allowed claim equal      
to approximately $61,000,000. Under the Plan, the secured portion     
of the claim is allowed in the amount of $30,000,000. The balance     
of the claim is unsecured. On the effective date of the Plan, each    
1993 First Mortgage Note holder will receive (i) in exchange for      
the secured portion of its claim, its prorata share of $30,000,000    
face amount of restated first mortgage notes (the "Restated First     
Mortgage Notes") which will accrue interest at an annual rate of      
13.5% per annum payable semi-annually and will be due five years      
from the confirmation date, and (ii) in exchange for the unsecured    
portion of its claim, a prorata portion of the New Common Stock.      

The 1994 mortgage note holders have an allowed secured claim equal    
to the $3,000,000 principal amount of the notes plus accrued          
interest thereon at 20% through the date on which the confirmation    
order was entered by the Bankruptcy Court (approximately $675,000)    
and certain fees and disbursements related thereto (approximately     
$125,000). On the effective date of the Plan, each 1994 Mortgage      
Note Holder will receive its prorata share of restated mortgage       
notes (the "Restated Mortgage Notes"), due four years from the        
confirmation date, in exchange for its allowed claim.                 

Interest on the Restated Mortgage Notes will accrue at an annual      
rate of 11.5% and is payable quarterly commencing in the fourth       
month following the confirmation date. These noteholders will         
retain their lien interests as collateral for repayment of the        
restated mortgage notes.                                              

The Convertible Note holders have an allowed claim of                 
approximately $1,500,000. On the effective date of the Plan, each     
Convertible Note holder will receive its prorata share of New         
Common stock in exchange for its allowed claim.                       

9.   Income Taxes:                                                    

No income tax benefit related to the 1996, 1995 and 1994 losses       
has been recorded due to the uncertain ability of the Company to      
utilize its net operating loss carryforwards.                         

The tax effects of temporary differences that give rise to            
significant portions of the deferred tax assets and deferred tax      
liabilities are presented below:                                      

                                        December 31,
                                         1996         1995
                                          (Dollars in Thousands)

Deferred Tax Assets:                                                  
Accounts Receivable Principally                                     
Due to Allowance for Doubtful                                 
 Accounts                                $   135        $     68
Accrued Compensation, Principally                                   
Due to Accrual for Financial                                  
 Reporting Purposes                          738             500
Progressive Slot Accrual                       143              74  
Net Operating Loss Carryforwards            34,887          36,210  
General Business Credit Carryforward,                               
Principally Due to Investment                                 
 Tax Credit Generated in Prior Years         640             640
Alternative Minimum Tax (AMT)                                       
Credit Carry-forward from AMT                                 
 Paid in Prior Years                         312             253
Contribution Deduction Carryforward,                                
Principally Due to Amounts                                    
 Not Deductible in Prior Periods              63              58
Tax Loss Due to Sale of New Jersey                                  
 Subsidiaries in Prior Periods               714             702
Loan Receivable Principal Due to                                    
Allowance For Uncollectibility             8,023           8,023
Reorganization items, principally due                               
to amounts not currently                                        
Deductible for tax purposes                3,723          2,951 

  Total Gross Deferred Tax Assets        49,378         49,479

Less Valuation Allowance                   (45,099)       (44,965)  
  Net Deferred Tax Assets                 4,279          4,514

Deferred Tax Liabilities:                                             
Plant and Equipment, Principally Due to                             
 Differences in Depreciation              (3,966)        (4,219)

Prepaid Expenses, Principally Due to                                
 Deduction for Tax Purposes                ( 313)          (295)

   Total Gross Deferred Tax Liabilities   (4,279)        (4,514)

  Net Deferred Tax Liability          $     -        $     -

As of December 31, 1996, the Company has a net operating loss     
carryforward for federal income tax purposes of approximately         
$102,600,000.  As a result of ownership changes in prior years,       
Internal Revenue Code Section 382 (Section 382)limits the amount      
of loss carryforward currently available to offset federal taxable    
income.  As of December 31, 1996, the amount of loss carryforward     
not limited by Section 382 and therefore available to offset          
current federal taxable income is approximately $64,000,000.  The     
amount of the loss carryforward which is not limited by Section       
382 increases annually by $4,653,000.  The loss carryforwards         
begin to expire in the year 1999 and will be completely expired by    
2007.                                                                 

The Company has general business tax credit carryforwards for         
federal income tax purposes of approximately $640,000 which are       
available to reduce future federal income taxes, if any, through      
1999.  In addition, the Company has alternative minimum tax credit    
carryforwards of approximately $312,000 which are available to        
reduce future federal income taxes, if any, over an indefinite        
period.                                                               

Special Provisions of IRS Section 382 Available to Corporations in    
Bankruptcy.                                                           

A corporation in Bankruptcy may be eligible for treatment under       
Section 382(1)(5) whereby the corporation's existing net operating    
losses will not be subject to the Section 382 limitation even         
though the magnitude of the ownership changes effected by the plan    
of reorganization would otherwise cause the corporation to exceed     
Section 382's 50% change threshold.  The key difference in the 50%    
ownership change calculation applied in Section 382(1)(5) is that     
creditors who will be converting all or a portion of their debt to    
equity are, in effect, not counted as part of the ownership change    
if they have held their debt more than 18 months (the "Qualified      
Debt").  Even if Section 382(1)(5) applies, the existing net          
operating losses are reduced by cancellation of debt income and       
interest on the Qualified debt during a specific period.              

Section 382(1)(5), if available to the Company based upon the         
provisions of the final plan of reorganization approved by the        
Bankruptcy Court, would severely limit further ownership changes      
for the three-year period following plan effectiveness.               

As the applicability of Section 382(1)(5) is dependent upon the       
ownership changes provided in the final plan of reorganization by     
the Bankruptcy Court and changes in the ownership of the First        
Mortgage Notes that may occur prior to the effective date of the      
plan, it is not possible to determine with any degree of              
certainty, such section's ultimate applicability.                     

In the event that the Company elects out of Section 382(1)(5), or     
fails to qualify under its terms, existing net operating losses       
will be subject to the Section 382 limitation.  However, in this      
case, the stock value used for purposes of computing the              
limitation is the market value immediately after the ownership        
change,(rather than immediately preceding the change, as is the       
case in the general Section 382 calculation) thereby taking into      
account the increase in stock value attributable to the conversion    
of debt pursuant to the reorganization.                               

Prior Period Tax Obligation                                           

In August 1984, the IRS commenced an examination of the Company's     
consolidated income tax returns for the fiscal years ended January    
31, 1980, 1981 and 1982, and in October 1988 commenced                
examinations of the fiscal year ended January 31, 1983 and the        
eleven months ended December 31, 1983.  As a result of its            
examination, the IRS proposed certain adjustments for the fiscal      
years ended January 31, 1980, 1981 and 1982 regarding the             
deductibility of pre-opening costs associated with the Atlantis       
facility (a former Atlantic City New Jersey hotel casino operated     
by the Company) and utilization of certain investment tax credits     
regarding the Four Queens and Atlantis facilities.  In October        
1994, the IRS completed and delivered to the Company a final          
assessment (the "IRS Assessment") relating to such adjustments and    
in November 1994, the IRS filed and recorded a Notice of Tax Lien     
against the Company and its subsidiaries in the amount of the IRS     
Assessment.  The IRS Assessment called for the Company to pay         
aggregate tax and interest of approximately $5.7 million              
(exclusive of interest accruing during any period of repayment),      
in addition to $3.5 million the Company deposited with the IRS in     
March 1991.  On December 6, 1994, the Company and the IRS entered     
into an installment payment agreement (the "Installment               
Agreement").  As of December 31, 1995, the Company had a remaining    
obligation to the IRS in the amount of approximately $2,985,000.      

The Company believes that it has available sufficient net             
operating loss ("NOL") carryforwards to satisfy any tax               
liabilities with respect to periods subsequent to 1983.               

The Internal Revenue Service ("IRS"), which has both secured and      
unsecured claims aggregating approximately $3,000,000 will receive    
full payment of its secured claim with interest at 8% per annum       
over four years (commencing on the effective date) and will           
receive with respect to its unsecured claim, proportionately the      
same type of recovery which is provided to the Company's larger       
unsecured creditors. In addition, the IRS will receive its prorata    
share of the New Common Stock.                                        

10.    Common Stock Offering                                          

On January 25, 1995, the Company completed a public offering of       
2,500,000 shares of the Company's common stock for $1.75 per          
share.  Net proceeds to the Company after payment of underwriting     
discounts and commissions and other direct costs of the offering      
was approximately $3,747,000.                                         

11.    Commitments and Contingencies                                  

Chapter 11 Reorganization                                             

On October 31, 1995, the Company and certain of its               
subsidiaries filed a voluntary petition in the United States          
Bankruptcy Court for the District of Nevada seeking to reorganize     
under Chapter 11 of the United States Bankruptcy Code.  See           
"Item 1.  Business-Chapter 11 Proceedings."  On November 10, 1995,    
Olympia Gaming Corporation filed a voluntary petition in the same     
Court.  Since the Bankruptcy filing, several entities have filed      
administrative claims requesting the Bankruptcy Court order the       
Company to reimburse or compensate such entities for goods, taxes     
and services they allege the Company has received or collected,       
but for which they claim the Company has not paid.                    

The Company currently estimates that the administrative claims    
will be approximately $2.1 million; however, there can be no          
assurance that additional amounts will not be claimed or the          
extent to which administrative claims may be allowed by the           
Bankruptcy Court.  The Bankruptcy Code requires that all              
administrative claims be paid on the effective date of a plan of      
reorganization unless the respective claimants agree to different     
treatment.  Most of the administrative claims in the bankruptcy       
case have been paid.  The Company does not expect that the balance    
of any outstanding administrative claims will affect its ability      
to consummate the Plan of reorganization.                             

Hyland Litigation                                                     

Thomas Hyland, a professional card counter and blackjack          
player, filed a complaint on August 23, 1995 in Federal District      
Court in Camden, New Jersey, No. 95CV2236 (JEI), against the          
Company and virtually every other casino company in the United        
States.  The complaint alleges violations of the antitrust,           
consumer fraud and fair credit reporting laws by the defendants in    
illegally conspiring to prevent Mr. Hyland and other professional     
card counters from playing blackjack at their respective casinos.     
The complaint alleges that the defendants share information           
concerning card counters and then act in concert to implement         
industry wide policy in banning them at the blackjack tables.         

Management believes that the claims are without merit and does    
not believe that the lawsuit will have a material adverse effect      
on the Company's financial statements taken as a whole.               

WARN Act Litigation                                                   

The Company is a defendant in two consolidated lawsuits pending   
in the federal court for the District of New Jersey, alleging         
violation by the Company and certain of its subsidiaries and          
affiliates of the Worker Adjustment and Retraining Notification       
Act ("WARN Act") and breach of contract.  The plaintiffs in the       
two consolidated cases are (i) former employees of a casino/hotel     
in New Jersey formerly affiliated with the Company bringing suit      
on behalf of a class of all employees laid off as a result of the     
casino's closing and (ii) a union local seeking to represent its      
members who were laid off at that time.  Plaintiffs claim that        
there are approximately 1,300 such employees within the class who     
seek damages under the WARN Act providing for up to 60 days' pay      
and lost benefits and payments for deferred compensation allegedly    
due under a contract with certain employees.  Damages payable, if     
any, would be based on the basis of the number of days' notice        
determined by the court to have been required under the WARN Act      
and the wages, benefits and deferred compensation applicable to       
each such employee.                                                   

The Company has vigorously defended the action on the basis       
that even if the WARN Act does apply as a matter of law to a          
regulatory-forced closing, the closing was due to unforeseeable       
circumstances and, accordingly, the notice given was as timely as     
practicable, among other grounds.  The liability phase of the         
trial of the two consolidated lawsuits concluded in August 1993.      

On June 30, 1995, the presiding judge entered an Order for        
Verdict Upon Liability Issues in which he ruled that: (i) the         
plaintiffs had failed to prove any liability under the WARN Act;      
but (ii) that Elsinore and certain of its subsidiaries are jointly    
liable for certain retroactive wages due to former employees of       
Elsinore Shore Associates under a collective bargaining agreement,    
plus prejudgment interest on such wages.  The total amount of         
judgment the plaintiffs would be entitled to under this ruling has    
not yet been determined.  The plaintiffs' attorney asserts that       
the amount due as of October 1, 1995, taking into account interest    
on that date, was approximately $676,000. On March 4, 1996, the       
plaintiffs' attorney submitted a proof of claim for retroactive       
wages in the amount of $800,000 to the Bankruptcy Court.  Because     
of the filing of the bankruptcy petitions, the WARN Act litigation    
in the New Jersey Court has been stayed by operation of Bankruptcy    
Code Section 362(a). However, the plaintiff's $800,000 claim is       
currently the subject of claims litigation in the Bankruptcy          
Court. It is the Company's position that the claim submitted by       
the plaintiffs should be reduced to zero. However there can be no     
assurance as to the success of the Company's attempt to reduce the    
claim.                                                                

Poulos/Ahern Class Actions                                            

In April and May 1993, two class action lawsuits were filed in    
the United States District Court, Middle District of Florida,         
against 41 manufacturers, distributors and casino operators of        
video poker and electronic slot machines, including the Company.      
The suits allege that the defendants have engaged in a course of      
fraudulent and misleading conduct intended to induce persons to       
play such games by collectively misrepresenting how the game          
machines operate, as well as the extent to which there is an          
opportunity to win.  It also alleges violations of the Racketeer      
Influenced and Corrupt Organizations Act, as well as claims of        
common law fraud, unjust enrichment and negligent                     
misrepresentation, and seeks damages in excess of $6 billion.  On     
December 9, 1994, the Florida Court ordered that the consolidated     
cases be transferred to the United States District Court for the      
District of Nevada.  That transfer has occurred and the Nevada        
Court has assumed control of the cases.  The new case number is       
CV-S-94-1126-LDG(RJJ).  Numerous defendants (including the            
Company) have moved to dismiss the complaint for failure to state     
a claim.  No hearing has been set on this motion.  The plaintiffs     
have filed a motion seeking to certify the consolidated actions as    
a class action.  The defendants (including the Company) have          
opposed certification of the class.  During April, 1996, U.S.         
District Judge Lloyd George approved defense motions to dismiss       
such lawsuits holding that the plaintiffs had failed to state a       
claim or prove their case. However, the plaintiffs were given         
additional time to file an amended complaint. Management believes     
the claims are wholly without merit and does not expect that the      
lawsuit will have a material adverse effect on the Company's          
financial statements taken as a whole.                                

Other                                                                 

At December 31, 1996, the Company and its subsidiaries were       
parties to various other claims and lawsuits arising in the normal    
course of business.  Management is of the opinion that all such       
legal matters are either covered by insurance or, if not insured,     
will not have a material adverse effect on the Company's financial    
statements taken as a whole.                                          

12.    Leases:                                                        

All non-cancelable leases have been classified as capital or          
operating leases.  At December 31, 1996, the Company had leases       
for real and personal property which expire in various years          
through 2075.  Under most leasing arrangements, the Company pays      
the taxes, insurance, and the operating expenses related to the       
leased property.  Certain leases on real property provide for         
adjustments of rents based on the cost-of-living index.  Buildings    
and equipment leased under capital leases, included in property       
and equipment, are as follows:                                        

                            December 31,
                              1996              1995
                              (Dollars in Thousands)

Building                               $2,062        $2,062       
Equipment                                 324           316       

                                 2,386         2,378
Less Accumulated Amortization           ( 817)         (663)      

                                $1,569        $1,715
Amortization of assets held under capital leases is included with     
depreciation and amortization expense in the Consolidated             
Statements of Operations.                                             

The following is a schedule of future minimum lease payments for      
capital and operating leases (with initial or remaining terms in      
excess of one year) as of December 31, 1995:                          

                           Capital       Operating
                          Leases        Leases
                            (Dollars in Thousands)
Years Ending December 31,                                         

1997                                 $280           $3,810        
1998                                  223            2,979        
1999                                  223            2,967        
2000                                  223            2,945        
2001                                  223            2,945        
Thereafter                          7,134           94,709        

Total Minimum Lease Payments        8,306         $110,355        
Less:    Amount Representing                                    
Interest(at imputed rates                               
ranging from 11.5%                                      
to 15.0%                      6,769                   
Present Value of Net                                              
Minimum Capital Lease                                   
Payments                      1,537                   
Less: Current Portion                 50                        

Capital lease obligations,                                      
excluding current portion        $1,487                       

13.    Benefit Plans:                                                 

Four Queens, Inc. makes contributions to several multi-employer       
pension and welfare benefit plans covering its union employees.       
The plans provide defined benefits to covered employees.  Amounts     
charged to pension cost and contributed to the plans for the years    
1996, 1995 and 1994 totaled $87,000, $97,000 and $103,000,            
respectively.  While the Company is liable for its share of           
unfunded vested benefits, the Company believes the amount, if any,    
would not be material to the consolidated financial statements.       

On October 1, 1990, the Company instituted a savings plan             
qualified under Section 401(k) of the Internal Revenue Code of        
1986, as amended.  The savings plan covers substantially all          
employees who are not covered by a collective bargaining              
agreement. Employee contributions to the savings plan are             
discretionary.  The Company matches and contributes to each           
employee's account an amount equal to 25% of the employee's           
contributions to the savings plan up to a maximum employee            
contribution of 8% of each employee's gross compensation.  The        
Company's contribution was $130,488, $138,000 and $147,000 for        
1996, 1995 and 1994, respectively.  There were 469, 496 and 465       
participants in the savings plan as of December 31, 1996,             
1995 and 1994, respectively.                                          

In 1991, the Board of Directors adopted, and the stockholders         
approved, the Elsinore Corporation 1991 Stock Option Plan (the        
"1991 Plan").  The Board reserved 600,000 shares of common stock      
for issuance thereunder.  The 1991 Plan provides for the grant of     
non-statutory options to purchase common stock to salaried            
officers and key employees of the Company and its corporate           
subsidiaries.  The exercise price for options granted under the       
1991 Plan may not be less than the fair market value of the stock     
on the date of grant.                                                 

On March 15, 1993, the Board of Directors adopted and the             
stockholders approved, the Elsinore Corporation 1993 Long-Term        
Stock Incentive Plan (the "1993 Plan") and reserved 600,000 shares    
of common stock for issuance thereunder.  On April 8, 1994, the       
Board of Directors adopted and the shareholders approved an           
increase of the number of shares reserved under the 1993 Plan to      
1,200,000 shares.  On May 11, 1995, the Board of Directors            
approved an additional increase in the number of shares reserved      
to 1,980,000 shares.  The 1993 Plan provides for awards of            
restricted shares, stock units, options or stock appreciation         
rights to all employees of the Company and its subsidiaries.          
Non-statutory stock options granted under the 1993 Plan are granted at
fair market value at date of grant and generally vest in equal        
annual increments over a three-year period.                           

At December 31, 1996, there were 509,500 and 1,702,300 additional     
shares available for grant under the 1991 and 1993 Plans,             
respectively. There were no shares granted during 1993. Therefore     
the per share weighted average fair value of stock options granted    
during 1996 and 1995 was $0 and $.07 on the date of grant using       
the black Scholes option -pricing model with the following            
weighted-average assumptions for 1995: expected dividend yield of     
0%, risk free interest rate of 6.01% and an expected life of one      
year.                                                                 

The Company applies APB Opinion No. 25 in accounting for their        
Plans and, accordingly, no compensation cost has been recognized      
for their stock options in the financial statements. Had the          
Company determined compensation cost based on the fair value at       
the grant date for their stock options under SFAS 123, the impact     
on the Company's net income would not be material, therefore          
proforma net income and earnings per share disclosures have not       
been presented.                                                       

Stock option activity during the periods indicated for the            
Company's two stock option plans is as follows:                       

                     Number of      Weighted Average
                    Shares        Exercise Price
Outstanding at                                                        
December 31, 1993           1,130,300         $3.41               
Granted                     829,400          2.65             
Exercised                   (17,000)         (.88)            
Cancelled                   (64,100)        (5.22)            
Outstanding at                                                        
December 31, 1994           1,878,600          3.03               
Granted                     171,000          1.32             
Exercised                      -              -               
Cancelled                  (543,400)        (2.51)            
Outstanding at                                                        
December 31, 1995           1,506,200          3.03               

Granted                        -              -               
Exercised                      -              -               
Cancelled                (1,200,000)        (2.94)            
Outstanding at                                                        
December 31, 1996             306,200          3.40               

All outstanding options will be cancelled upon the effective date     
of the plan when the old common stock interests in Elsinore are       
cancelled.                                                            

14.    Taxes and Licenses, Other Than Income Taxes                    

Taxes and licenses, other than income taxes, principally include      
payroll taxes, gaming licenses and gross revenue taxes, and are       
summarized as follows:                                                

 Operating Departments
(Dollars in Thousands)

          Food and
     Casino     Hotel        Beverage     Other    Total

1996       $4,496      $   468      $  497       $1,132    $6,592     
1995        4,377          454         483        1,313     6,627     
1994        4,710          474         535        1,236     6,955     

15.    Extraordinary Item:                                            

On December 29, 1994, $3 million of the original $60 million          
principal amount of First Mortgage Notes was repurchased by the       
Company and retired in exchange for the issuance to the noteholder    
of 930,000 shares of Common Stock of the Company.  The Company        
recorded an extraordinary gain of $735,000 as a result of this        
debt retirement.  Income taxes are not applicable to this             
extraordinary item.                                                   

16.    Supplemental Financial Information                             

A summary of additions and deductions to the allowance for            
doubtful accounts receivable for the years ended December 31,         
1996, 1995 and 1994 follows:                                          

               Balance at                              Balance
Allowance for      Beginning                               At End     
Doubtful Accounts  of Year     Additions     Deductions    of  Year   
Years Ended                                                           

1996               $201        $321           $175          $347      
1995                214          68             81           201      
1994                200          40             26           214      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		10/31/24		3
		2/2/00		3		5
		12/31/97		3		5			10-K
		3/31/97		5					10-Q,  10-Q/A
		3/14/97		3		5			8-K
Filed on:		2/21/97
		2/19/97		3		4
		2/17/97		3
		2/10/97		1		3
		2/5/97		3
		2/3/97		3		5
		1/27/97		3		5
		1/3/97		3
For Period End:		12/31/96		1		5
		12/13/96		3		5
		12/9/96		3					8-K
		10/29/96		3
		10/10/96		3		5
		9/30/96		3					10-Q
		9/11/96		3		5
		8/12/96		3		5
		8/8/96		3		5			8-K
		8/5/96		3		5
		7/18/96		3		5
		7/16/96		3		5
		6/30/96		3					10-Q,  NT 10-Q
		6/4/96		3
		5/13/96		3		5
		4/1/96		3					10-K
		3/31/96		3					10-Q
		3/29/96		3		5
		3/4/96		3		5
		2/28/96		3		5
		2/19/96		3
		1/1/96		3		5
		12/31/95		3		5			10-K
		12/13/95		3		5
		11/13/95		3		5
		11/10/95		3		5
		11/9/95		3		5
		11/7/95		3					8-K
		11/1/95		3		5
		10/31/95		3		5
		10/1/95		3		5
		9/30/95		5					10-Q,  NT 10-Q
		9/6/95		5
		9/1/95		3		5
		8/23/95		3		5
		7/7/95		3					8-K
		6/30/95		3		5			10-Q
		6/23/95		3
		6/16/95		3		5
		5/16/95		3		5			10-Q/A
		5/11/95		5					DEF 14A
		4/21/95		3
		4/19/95		3		5
		4/17/95		3		5
		4/3/95		3
		3/31/95		3		5			10-K,  10-Q,  10-Q/A
		3/30/95		3
		3/16/95		3
		3/6/95		3
		2/3/95		3		5
		1/25/95		3		5
		1/23/95		3
		1/14/95		3
		12/31/94		3		5			10-K
		12/29/94		3		5
		12/23/94		3
		12/16/94		3
		12/14/94		3
		12/9/94		3		5
		12/6/94		3		5
		12/5/94		3
		10/24/94		3
		10/5/94		3
		9/30/94		3
		7/1/94		3
		4/28/94		3
		4/21/94		3
		4/8/94		5
		1/28/94		3
		1/25/94		3
		1/6/94		3
		1/4/94		3
		12/31/93		3
		11/12/93		3
		11/11/93		3
		10/19/93		3
		10/8/93		3		5
		9/28/93		3
		3/15/93		3		5
		1/28/93		3
		1/14/93		3
		12/31/92		3
		4/28/92		3
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