SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

RIVIERA HOLDINGS CORPORATION
(Name of Issuer)

Common stock, par value $.001 per share
(Title of Class of Securities)

769627100
(CUSIP Number)

Stacy Winick, Stein Roe & Farnham Incorporated, One S. 
Wacker Drive, Chicago, Illinois  60606.  Telephone:  (312) 
368-7731
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications)

September 16, 1997
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this 
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box     [X].

Note:  Six copies of this statement, including all exhibits, 
should be filed with the Commission.  See Rule 13d-1(a) for other 
parties to whom copies are to be sent.

*The remainder of this page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment 
containing information which would alter the disclosures provided 
in a prior cover page.

The information required in the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 18 
of the Securities Exchange Act of 1934 ("Act") or otherwise 
subject to the liabilities of that section of the Act but shall 
be subject to all other provisions of the Act (however, see the 
Notes).

CUSIP No. 769627100

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of above person
            STEIN ROE & FARNHAM INCORPORATED
            36-3447638

2.  Check the appropriate box if a member of a group
     (a) -----
     (b) -----

3.  SEC USE ONLY

4.  Source of Funds (See Instructions)     NA

5.  Check if Disclosure of Legal Proceedings is Required Pursuant 
to Items 2(d) or 2(e)

6.  Citizenship or place of organization
            Delaware Corporation

Number of shares beneficially owned by each reporting person with

7.  Sole voting power                          857,160

8.  Shared voting power                        -0-

9.  Sole dispositive power                     857,160

10. Shared dispositive power                   -0-

11. Aggregate amount beneficially owned by each reporting 
person                                              857,160

12. Check box if the aggregate amount in Row (11) excludes 
certain shares                             not applicable

13. Percent of class represented by amount in Row 9   17.4%

14. Type of Reporting Person                    IA

CUSIP No. 769627100

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of above person
            KEYPORT LIFE INSURANCE COMPANY
            05-0302931

2.  Check the appropriate box if a member of a group
     (a) -----
     (b) -----

3.  SEC USE ONLY

4.  Source of Funds (See Instructions)     NA

5.  Check if Disclosure of Legal Proceedings is Required Pursuant 
to Items 2(d) or 2(e)

6.  Number of shares beneficially owned by each reporting person 
with

7.  Sole voting power                         857,160

8.  Shared voting power                       -0-

9.  Sole dispositive power                    857,160

10. Shared dispositive power                  -0-

11. Aggregate amount beneficially owned by each reporting 
person                                              857,160

12. Check box if the aggregate amount in Row (9) excludes 
certain shares                             not applicable

13. Percent of class represented by amount in Row 9   17.4%

14. Type of Reporting Person                    IC


INTRODUCTION

This is amendment No. 1 to the Schedule 13D filed jointly by 
Stein Roe & Farnham Incorporated ("Stein Roe") and Keyport Life 
Insurance Company ("Keyport") (collectively, the "Reporting 
Persons") relating to the Common Stock, par value $.001 per share 
("Common Stock") of Riviera Holdings Corporation, a Nevada 
corporation ("Riviera").  The cover page, Item 4 and Item 6 are 
hereby amended.  All other items remain unchanged from previous 
filing of this Schedule 13D.  In its capacity as investment 
adviser for Keyport, Stein Roe has investment authority over the 
disposition of the Riviera Common Stock and Stein Roe may be 
deemed to be a "beneficial owner" within the meaning of Rule 13d-
3 under the Securities Exchange Act of 1934 of such Common Stock.  
Stein Roe, however, disclaims actual beneficial ownership of the 
Riviera Common Stock covered by this report and held by Keyport. 

Item 4.  Purpose of Transaction.

The response to Item 6 is incorporated herein.

Item 6.  Contracts, Arrangements, Understandings or Relationships 
with Respect to Securities of the Issuer. 

In connection with the Agreement and Plan of Merger dated 
September 16, 1997 (the "Merger Agreement") pursuant to which 
Riviera is to be acquired by R&E Gaming Corp. (the "Purchaser"), 
subject to shareholder and regulatory approvals, on September 16, 
1997, Keyport entered into an Option and Voting Agreement (the 
"Option Agreement") by and among R&E Gaming Corp., as Purchaser, 
and Morgens, Waterfall, Vintiadis & Company, Keyport Life 
Insurance Company and SunAmerica Life Insurance Company (each a 
"Selling Shareholder").  Pursuant to the Option Agreement, which 
is subject to regulatory approvals, Keyport and each Selling 
Shareholder granted the Purchaser an option to purchase all of 
its shares totaling approximately 56% of the Common Shares of 
Riviera.  In addition, Keyport and each other Selling Shareholder 
agreed to vote in favor of the acquisition of Riviera by the 
Purchaser pursuant to the terms of the Merger Agreement.  If the 
transactions contemplated by the Option Agreement and Merger 
Agreement are consummated, the Purchaser will become the owner of 
100% of the Riviera shares of Riviera.  The Option Agreement will 
impede the acquisition of control of Riviera by another person 
pending consummation of the transaction contemplated by the 
Merger Agreement.

The Option Agreement is incorporated by reference and a copy is 
attached as Exhibit A hereto.

Item 7.  Exhibits. 

Exhibit A - Option and Voting Agreement by and among R&E Gaming 
Corp., as Purchaser, and Morgens, Waterfall, Vintiadis & Company, 
Inc., Keyport Life Insurance Company and SunAmerica Life 
Insurance Company dated as of September 16, 1997. 

Exhibit B - Joint Filing Agreement between Stein Roe and Keyport 
dated April 11, 1997. 

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of 
each entity set forth below, each such entity certifies that the 
information set forth in this state is true, complete and 
correct. 

STEIN ROE & FARNHAM INCORPORATED


Jilaine Hummel Bauer
Senior Vice President and General Counsel

KEYPORT LIFE INSURANCE COMPANY


Bernard R. Beckerlegge
Senior Vice President and General Counsel


                                                        Exhibit A
OPTION AND VOTING AGREEMENT

by
and
among

R&E GAMING CORP.,
as Purchaser,

and

MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
KEYPORT LIFE INSURANCE COMPANY
SUNAMERICA LIFE INSURANCE COMPANY,
on behalf of certain investment accounts,
as Sellers

Dated as of September ___, 1997

OPTION AND VOTING AGREEMENT


OPTION AND VOTING AGREEMENT (this "Agreement"), dated as of 
September ___, 1997, by and among R&E Gaming Corp., a Delaware 
corporation (together with its assignees or designees, the 
"Purchaser"), Morgens, Waterfall, Vintiadis & Company, Inc., on 
behalf of certain investment accounts identified on the signature 
pages hereto ("Morgens, Waterfall"), Keyport Life Insurance 
Company, ("Keyport"), and SunAmerica Life Insurance Company, an 
Arizona corporation ("SunAmerica," and together with Morgens, 
Waterfall and Keyport, the "Sellers").

WHEREAS, concurrently with the execution and delivery of this 
Agreement, the Purchaser is entering into an Agreement and Plan 
of Merger (the "Riviera Merger Agreement") with Riviera 
Acquisition Sub, Inc., a Nevada corporation and a wholly owned 
subsidiary of the Purchaser ("Acquisition Sub"), and Riviera 
Holdings Corporation, a Nevada corporation ("RHC"), pursuant to 
which the Acquisition Sub shall merge with and into RHC (the 
"Riviera Merger"), upon the terms and conditions set forth 
therein;

WHEREAS, each Seller desires that the Purchaser, Acquisition Sub 
and RHC enter into the Riviera Merger Agreement;

WHEREAS, as partial consideration for the grant by the Sellers of 
the option hereunder, the Purchaser agrees to pay to each Seller 
an amount equal to 20% of the Purchase Price (as defined in 
Section 1.2(a) hereof) for the shares of common stock, par value 
$.001 per share, of RHC (the "Common Stock") owned by such 
Seller, if the transactions contemplated by the Riviera Merger 
Agreement are not consummated, other than as a result of certain 
circumstances specified herein;

WHEREAS, in order to ensure payment of the obligation described 
in the immediately preceding paragraph, concurrently with the 
execution and delivery of this Agreement and the Riviera Merger 
Agreement, the Purchaser has delivered a letter of credit in the 
face amount of $3,817,680 to Morgens, Waterfall, a letter of 
credit in the face amount of $2,571,480 to Keyport, and a letter 
of credit in the face amount of $2,285,760 to SunAmerica, each of 
which is substantially in the form of Exhibit A hereto 
(collectively, the "Letters of Credit"), each of which shall 
provide that it may be drawn on in the event the transactions 
contemplated by the Riviera Merger Agreement are not consummated, 
other than as a result of certain circumstances as specified 
herein;

WHEREAS, Morgens, Waterfall beneficially owns 1,272,560 shares of 
Common Stock, which shares represent approximately 25.9% of the 
issued and outstanding shares of Common Stock, Keyport 
beneficially owns 857,160 shares of Common Stock, which Shares 
represent approximately 17.5% of the issued and outstanding 
shares of Common Stock and SunAmerica beneficially owns 761,920 
shares of Common Stock, which shares represent approximately 
15.5% of the issued and outstanding shares of Common Stock (such 
shares of Common Stock owned by the Sellers being the "Shares"); 
and

WHEREAS, in consideration for entering into the Riviera Merger 
Agreement, the Sellers desire to (i) grant to the Purchaser 
options to purchase, from the Sellers, all (but not less than 
all) of the Shares held by them as set forth above upon the terms 
and subject to the conditions set forth herein and (ii) vote the 
Shares in the manner set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises and 
the agreements contained herein, and for other good and valuable 
consideration, the receipt and adequacy of which are hereby 
acknowledged, the parties hereto, intending to be legally bound, 
agree as follows:

ARTICLE I
GRANT OF OPTION

SECTION 1.1  Grant of Option.  Upon the terms and subject to the 
conditions set forth herein, each Seller hereby grants to the 
Purchaser an irrevocable option (individually, a "Purchase 
Option" and, together with each Purchase Option granted by each 
of the other Sellers, the "Purchase Options") to purchase the 
Shares owned by such Seller.

The Purchase Option shall be exercisable, in whole and not in 
part, by written notice (the "Exercise Notice") by the Purchaser 
delivered to each Seller, at any time after the date hereof, but 
not later than the date on which the Riviera Merger Agreement is 
terminated pursuant to Section 6.1(c) thereof or, if the Riviera 
Merger Agreement has otherwise been terminated, then June 1, 1998 
(such period being hereinafter referred to as the "Exercise 
Period").  No one Purchase Option shall be exercised individually 
unless all Purchase Options are exercised.  In addition, in the 
event the Riviera Merger is consummated, the Purchase Options 
shall terminate automatically, the Shares shall be converted into 
the right to receive the Merger Consideration set forth in the 
Riviera Merger Agreement; it being understood that the Riviera 
Merger Agreement provides for a reduction of the consideration 
payable, upon consummation of the Riviera Merger, to each of the 
Sellers on account of any interest previously paid to the Sellers 
pursuant to Section 1.2(b) hereof.  Each of the Sellers hereby 
consents to the reduction of the consideration payable to them 
under the terms of the Riviera Merger Agreement by the amount of 
the interest paid to them pursuant to Section 1.2(b) hereof.

Upon exercise of the Purchase Options, subject to the conditions 
contained in Article V hereof, each of the Sellers shall sell, 
assign, transfer, convey and deliver to the Purchaser, and the 
Purchaser shall purchase and accept from each such Seller at the 
closing (the "Closing") to be held as soon as possible after the 
satisfaction or waiver of the conditions set forth in this 
Agreement (the date on which the Closing occurs shall be referred 
to herein as the "Closing Date"), such Seller's rights, title and 
interest in and to the Shares in exchange for the Purchase Price 
(as defined below).

SECTION 1.2  Purchase Price.

(a) Upon exercise of the Purchase Options, the Purchaser agrees 
to pay to each of the Sellers, on the Closing Date, in 
consideration for the purchase of the Shares, an aggregate amount 
equal to $15 per Share, (the "Initial Purchase Price" and, when 
adjusted as provided in this Section 1.2, the "Purchase Price"), 
for an aggregate amount of $43,374,600 payable as follows:  (i) 
$19,088,400 shall be paid to Morgens, Waterfall, (ii) $12,857,400 
shall be paid to Keyport and (iii) $11,428,800 shall be paid to 
SunAmerica, in addition to any accrued but unpaid interest 
payments required by Section 1.2(b).

(b) During the period commencing on June 1, 1997 and ending on 
the date immediately preceding the earlier of the Closing Date or 
the date this Agreement is terminated in accordance with its 
terms, the Purchaser agrees to pay to each of the Sellers their 
pro rata portion, based on the number of Shares owned, of the 
daily interest of $8,318.42 per day, which represents interest 
calculated at 7% per annum on the Initial Purchase Price for all 
Shares, payable monthly in arrears no later than 5 days after the 
date of each monthly anniversary of such execution, unless 
otherwise provided in this Section 1.2(b). The first payment to 
be made by the Purchaser shall be made on the date of execution 
and shall consist of all amounts due and payable until such date 
under this Section 1.2(b).  All payments required to be made in 
accordance with this Section 1.2(b) shall be made by wire 
transfer of immediately available funds to such account as each 
Seller shall have designated on Exhibit B hereto.

(c) If, between the date of this Agreement and the Closing Date, 
the number of issued and outstanding shares of Common Stock shall 
have been changed (or RHC shall have declared a record date with 
respect to a prospective change of the Common Stock) into a 
different number of shares or a different class of shares by 
reason of any stock dividend, subdivision, reclassification, 
recapitalization, split, combination or exchange of shares, this 
Agreement (including the terms "Share" and "Common Stock") will 
be deemed to relate to all securities issued with respect to the 
Common Stock, and the Purchase Price shall be correspondingly 
adjusted to reflect such stock dividend, subdivision, 
reclassification, recapitalization, split, combination or 
exchange of shares.

(d) If, between the date of this Agreement and the Closing Date, 
any dividend or other distribution (other than a stock dividend, 
which shall require the adjustment set forth in clause (c) above) 
is declared or paid upon the Common Stock (whether in cash, 
property or securities), the Purchase Price shall be reduced by 
the per share amount of such dividend or distribution (in the 
case of non-cash dividends or distributions, by an amount equal 
to the fair market value thereof).

(e) If, between the date of this Agreement and the Closing Date, 
RHC or any of its subsidiaries shall repurchase or otherwise 
acquire any shares of Common Stock (other than shares issued 
pursuant to warrants, options, convertible securities and other 
rights to acquire shares of Common Stock referred to in Section 
2.2 of the Riviera Merger Agreement or issued in accordance with 
Section 4.1 thereof), and the per share consideration paid by RHC 
or its subsidiaries (in the case of non-cash consideration, 
valued of the fair market value thereof) exceeds the Purchase 
Price, the total Purchase Price for all Shares shall be reduced 
to the price determined by dividing (i) the difference between 
(A) the number of shares of Common Stock outstanding immediately 
prior to such repurchase or redemption multiplied by the Purchase 
Price in effect immediately prior to such purchase or redemption 
minus (B) the consideration, if any, paid by RHC for such 
repurchase or redemption, by (ii) the total number of shares of 
Common Stock outstanding immediately after such repurchase or 
redemption.

SECTION 1.3  Termination of Riviera Merger Agreement.

(a) The Sellers shall be entitled to receive, as partial 
consideration for the grant by the Sellers of the Purchase 
Options to the Purchaser hereunder, an amount equal to $3,817,680 
(in the case of Morgens, Waterfall), $2,571,480 (in the case of 
Keyport) and $2,285,760 (in the case of SunAmerica), if (A) the 
Riviera Merger Agreement is terminated (except pursuant to a Non-
Payment Termination Event (as defined herein) or (B) the Riviera 
Merger does not occur in accordance with the terms thereof on or 
before April 2, 1998 (or, if the termination date of the Riviera 
Merger Agreement is extended in accordance with Section 6.1(c) 
thereof, June 2, 1998) for any reason other than the occurrence 
of a Non-Payment Termination Event, provided that the Sellers 
shall be entitled to the consideration described above if the 
Riviera Merger is not consummated as a result of the breach of 
the Riviera Merger Agreement by Purchaser, Acquisition Sub, or 
Allen E. Paulson of any covenants or warranties made by or about 
them in the Riviera Merger Agreement; and provided further, in 
any event, that no Seller shall be entitled to such compensation 
if the Riviera Merger Agreement is not consummated as a result of 
the breach of this Agreement by such Seller.  A "Non-Payment 
Termination Event" shall mean the termination of the Riviera 
Merger Agreement pursuant to Sections 6.1(a), 6.1(b), 6.1(c) 
(because of the failure to satisfy Sections 5.1(a), 5.1(c), 
5.1(d), 5.2(b) or 5.2(c)), 6.1(d), 6.1(e)(iii) or 6.1(e)(iv) 
thereof.  In addition, in the event that the Riviera Merger 
Agreement is terminated pursuant to Section 6.1(c) because of the 
failure of Purchaser, Acquisition Sub or Mr. Allen E. Paulson to 
obtain the required approvals of the Gaming Authorities, then 
such event shall constitute a Non-Payment Termination Event, 
unless Mr. Allen E. Paulson is in breach of his representation 
and covenant contained in Section 6.2(c) of the Riviera Merger 
Agreement.

(b) In order to ensure payment of the obligation described in 
Section 1.3(a) hereof, concurrently with the execution and 
delivery of this Agreement, the Purchaser shall deliver a Letter 
of Credit in the face amount of $3,817,680 to Morgens, Waterfall, 
a Letter of Credit in the face amount of $2,571,480 to Keyport 
and a Letter of Credit in the face amount of $2,285,760 to 
SunAmerica.  In the event that any Seller shall be entitled to 
receive compensation pursuant to Section 1.3(a) hereof, such 
Seller shall be entitled to receive demand payment under the 
Letter of Credit issued to such Seller.

(c) In the event that the Riviera Merger Agreement is terminated 
pursuant to a Non-Payment Termination Event other than Sections 
6.1(a) or 6.1(c) thereof, each Seller shall immediately pay to 
the Purchaser an amount equal to all payments received by such 
Seller pursuant to this Agreement (each such payment, an "Option 
Payment"); provided, that the Sellers shall be entitled to retain 
such payments if either (i) all Shares shall be purchased 
pursuant to this Agreement or (ii) the Riviera Merger is not 
consummated as a result of the breach by the Purchaser, 
Acquisition Sub, or Allen E. Paulson of any covenants or 
warranties made by or about them in the Riviera Merger Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

SECTION 2.1  Representations and Warranties of the Sellers.
Each of the Sellers severally and not jointly represents and 
warrants to the Purchaser as follows:

(a) Organization and Standing.  Such Seller is duly organized, 
validly existing and in good standing under the laws of its state 
of organization, and has all requisite power and authority to 
enter into and perform its obligations under this Agreement.

(b) Authority.  The execution and delivery of this Agreement, and 
the performance by such Seller of its obligations hereunder, have 
been duly authorized by all necessary action on the part of such 
Seller and the owners of the investment accounts, if any, as to 
which it is acting.  This Agreement has been duly executed and 
delivered by such Seller and, assuming the due execution and 
delivery hereof by the Purchaser and assuming that approval of 
this Agreement by RHC remains effective, this Agreement 
constitutes a valid and binding obligation of such Seller, 
enforceable against such Seller in accordance with its terms.

(c) The Stock.  Such Seller is the record and beneficial owner 
of, and has good and valid title to, the number of Shares recited 
to be owned by it in the recitals hereof, free and clear of all 
liens, encumbrances, claims, charges, security interests, 
pledges, restrictions, assessments and limitations (including 
voting limitations) of every kind whatsoever (collectively, 
"Liens").  Assuming that approval of this Agreement by RHC 
remains effective, such Seller shall deliver to the Purchaser, 
and the Purchaser will acquire, good and valid title in such 
Shares, with full voting rights, free and clear of any Liens.  
Except for this Agreement, there are no outstanding warrants, 
subscriptions, rights (including preemptive rights), options, 
calls, commitments or other agreements or Liens to encumber, 
purchase or acquire any of the Shares of such Seller or 
securities convertible into the Shares of such Seller.  Neither 
such Seller nor any of its affiliates or associates (as such 
terms are defined in Rule 12b-2 promulgated under the Securities 
Exchange Act of 1934, as amended, or the rules and regulations 
thereunder) holds either of record or beneficially any securities 
or capital stock of RHC or any of RHC's direct or indirect 
subsidiaries other than such Seller's Shares.

(d) No Conflict.  Assuming that approval of this Agreement by RHC 
remains effective, the execution of this Agreement and the 
consummation of the transactions contemplated hereby will not 
require notice to, or the consent of, any party to any contract, 
lease, agreement, mortgage or indenture (each a "Contract") to 
which such Seller is a party or by which it is bound, or the 
consent, approval, order or authorization of, or the 
registration, declaration or filing with, any governmental 
authority, except for those (i) required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR 
Act"), if any, (ii) required by the Nevada Gaming Commission (the 
"Gaming Commission"), the Nevada State Gaming Control Board (the 
"Control Board"), the City of Las Vegas ("Las Vegas") and the 
Clark County Liquor and Gaming Licensing Board (the "CCB") (the 
Gaming Commission, the Control Board, Las Vegas and the CCB are 
collectively referred to as the "Gaming Authorities"), including, 
without limitation, approvals under the Nevada Gaming Control 
Act, as amended, and the rules and regulations promulgated 
thereunder (the "Nevada Act") or (iii) set forth on Schedule 
2.1(d) hereto.  Assuming that the notices, consents and approvals 
referred to in the preceding sentence have been given, made or 
obtained and remain effective, the execution, delivery and 
performance by such Seller of this Agreement and the consummation 
of the transactions contemplated hereby will not (i) violate any 
law, statute, ordinance, regulation, rule or order of any Federal 
or Nevada authority (collectively, "Laws"), (ii) result in a 
breach or violation of any provision of, constitute a default 
under, or result in the termination of, or an acceleration of 
indebtedness or creation of any Lien under, any material contract 
to which such Seller is a party or by which it is bound or (iii) 
conflict with or violate any provision of the organizational 
documents of such Seller.

(e) Brokers, Finders, etc.  Such Seller is not a party to any 
agreement or understanding that would make it subject to any 
valid claim of any broker, investment banker, finding or other 
intermediary in connection with the transactions contemplated by 
this Agreement.

SECTION 2.2  Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to each of the 
Sellers as follows:

(a) Organization and Standing.  The Purchaser is duly organized, 
validly existing and in good standing under the laws of its state 
of incorporation, and has all requisite power and authority to 
enter into and perform its obligations under this Agreement.

(b) Authority.  The execution and delivery of this Agreement, and 
the performance by the Purchaser of its obligations hereunder, 
have been duly authorized by all necessary action on the part of 
the Purchaser.  This Agreement has been duly executed and 
delivered on behalf of the Purchaser and, assuming the due 
execution and delivery hereof by the Sellers and assuming that 
approval of this Agreement by RHC remains effective, this 
Agreement constitutes a valid and binding obligation of the 
Purchaser, enforceable against the Purchaser in accordance with 
its terms.

(c) No Conflict.  The execution of this Agreement and the 
consummation of the transactions contemplated hereby will not 
require notice to, or the consent of, any party to any Contract 
to which the Purchaser or any of its affiliates is a party or by 
which any of them is bound, or the consent, approval, order or 
authorization of, or the registration, declaration or filing 
with, any governmental authority, except for (i) those required 
under the HSR Act, if any, (ii) approvals, as necessary, by the 
Gaming Authorities, including, without limitation, approvals 
under the Nevada Act, (iii) approval by the RHC Board of 
Directors (which the Sellers represent has been granted); and 
(iv) set forth on Schedule 2.2(c) hereto.  Assuming that the 
notices, consents and approvals referred to in the preceding 
sentence have been given, made or obtained and remain effective, 
the execution, delivery and performance by the Purchaser of this 
Agreement and the consummation of the transactions contemplated 
hereby will not (i) violate any Laws, (ii) result in a breach or 
violation of any provision of, or constitute a default under, any 
contract to which the Purchaser is a party or by which it is 
bound or (iii) conflict with any provision of the certificate of 
incorporation or bylaws of the Purchaser.

(d) Purchase For Investment.  Upon exercising the Purchase 
Options, the Purchaser represents and warrants that it intends to 
acquire the Shares for its own account, not as a nominee or 
agent, and not with a view to, or for offer or resale in 
connection with, any distribution thereof in violation of the 
Securities Act of 1933, as amended, and the rules and regulations 
thereunder (the "Securities Act"), without prejudice, however, to 
the Purchaser's right at all times to sell or otherwise dispose 
of all or any part of said Shares pursuant to an effective 
registration statement under the Securities Act and any 
applicable state securities laws, or under an exemption from 
registration available under the Securities Act and such other 
applicable state securities laws.  The Purchaser represents and 
warrants that it (i) is knowledgeable, sophisticated and 
experienced in business and financial matters, and fully 
understands the limitations on transfer described above, and (ii) 
is an "accredited investor" as such term is defined in Rule 
501(a) of Regulation D under the Securities Act.

(e) No Brokers.  Except for Jeffries & Co., Inc., whose fee will 
be paid by the Purchaser, neither the Purchaser nor Acquisition 
Sub has employed any broker or finder, nor has it incurred any 
liability for any brokerage fees, commissions or finders' fees in 
connection with the transactions contemplated by this Agreement 
or the Riviera Merger Agreement.

ARTICLE III
VOTING AGREEMENTS

SECTION 3.1  Merger.  Each Seller severally agrees and covenants 
to each party hereto that at any meeting of stockholders of RHC 
called to vote upon the Riviera Merger and the Riviera Merger 
Agreement or at any adjournment thereof or in any other 
circumstances upon which a vote, consent or other approval with 
respect to the Riviera Merger and the Riviera Merger Agreement is 
sought, such Seller shall cause its Shares to be present for 
quorum purposes and to vote (or caused to be voted) its Shares in 
favor of the terms thereof and each of the other transactions 
contemplated by the Riviera Merger Agreement.

SECTION 3.2  Competing Transaction.  Each Seller severally agrees 
and covenants to each party hereto that at any meeting of 
stockholders of RHC or at any adjournment thereof or in any other 
circumstances upon which their vote, consent or other approval is 
sought, such Seller shall vote (or cause to be voted) its Shares 
against (i) any merger agreement or merger (other than the 
Riviera Merger Agreement and the Riviera Merger), consolidation, 
combination, sale of substantial assets, sale or issuance of 
securities of RHC or its subsidiaries, reorganization, joint 
venture, recapitalization, dissolution, liquidation or winding up 
of or by RHC or its subsidiaries and (ii) any amendment of RHC's 
Second Amended and Restated Articles of Incorporation (the 
"Articles of Incorporation") or Bylaws or other proposal or 
transaction involving RHC or any of its subsidiaries which 
amendment or other proposal or transaction would in any manner 
impede, frustrate, prevent or nullify or result in a breach of 
any covenant, representation or warranty or any other obligation 
or agreement of RHC under or with respect to, the Riviera Merger, 
the Riviera Merger Agreement or any of the other transactions 
contemplated by the Riviera Merger Agreement or by this Agreement 
(each of the foregoing in clause (i) or (ii) above, a "Competing 
Transaction").

ARTICLE IV 
COVENANTS

SECTION 4.1  Exclusive Dealing.  Each Seller agrees that it will 
not, directly or indirectly, through any director, officer, 
agent, partner, shareholder, affiliate, representative or 
otherwise:

(a) solicit, initiate, encourage submission of offers or 
proposals from, or participate in any discussions, negotiations, 
agreements, arrangements or understandings with, any person in 
respect of a Competing Transaction; or

(b) participate in any discussions or negotiations with, or 
furnish or afford access to any information to, any other person 
regarding a Competing Transaction, or otherwise cooperate in any 
manner with, or assist or participate in, facilitate or 
encourage, any effort or attempt by any other person to engage in 
any Competing Transaction.

SECTION 4.2  No Sale.  Without limiting the foregoing, each 
Seller agrees that it will not, directly or indirectly, (i) sell, 
transfer, assign, pledge, hypothecate or otherwise encumber or 
dispose of, (ii) give a proxy with respect to, or (iii) limit the 
right to vote in any manner, any of the Shares owned by it, 
except pursuant to the express terms of this Agreement.

SECTION 4.3  Further Assurances.  From time to time, whether 
before, at, or after the Closing, each party hereto agrees to 
execute and deliver, or cause to be executed and delivered, such 
additional instruments, certificates and other documents, and to 
take such other action, as any other party hereto may reasonably 
require in order to carry out the terms and provisions of this 
Agreement and the transactions contemplated hereby (including, 
without limitation, voting the Shares in favor of any such 
transaction).

SECTION 4.4  Expenses.  All reasonable actual out of pocket costs 
and expenses, including reasonable legal fees incurred solely and 
directly in connection with the negotiation, execution and 
delivery of this Agreement and the consummation of the 
transactions contemplated hereby shall be paid by the Purchaser 
upon receipt of reasonably detailed statements or invoices 
therefor.

SECTION 4.5  Publicity.  Each Seller and the Purchaser agree 
that, prior to the Closing, no public release or announcement 
concerning this Agreement shall be issued by any such party 
without the prior written consent (which consent shall not be 
unreasonably withheld) of the other parties hereto, except as 
such release or announcement may be required by law (in which 
event the other parties hereto shall have reasonable opportunity 
to comment on the form and content of the disclosure).

SECTION 4.6  Notice of Certain Events.  Each Seller and the 
Purchaser each agrees to notify each other party hereto promptly 
of (a) any event or condition that, with or without notice or 
lapse of time, would cause any of the representations and 
warranties made by such party herein to be no longer complete and 
accurate as of any date on or before the Closing Date, (b) any 
failure, with or without notice or lapse of time, on the part of 
such party to comply with any of the covenants or agreements on 
its part contained herein at any time on or before the Closing 
Date or (c) the occurrence of any event, with or without notice 
or lapse of time, that may make the satisfaction of any of the 
conditions set forth in Section 5.1 hereof impossible or 
unlikely.

SECTION 4.7  Excess Proceeds.  Morgens, Waterfall hereby 
acknowledges its satisfaction with the price per Share provided 
herein and in the Riviera Merger Agreement and, in recognition 
thereof, hereby agrees to pay to the Purchaser an amount equal to 
100% of the fair market value of the net after tax proceeds per 
Share from any sale, transfer or other disposition of its Shares 
(other than pursuant to the Purchase Option, the Riviera Merger 
or the transactions contemplated thereby) in excess of the 
Purchase Price, if all of the following conditions are satisfied:

(i) such sale, transfer or other disposition (x) occurs prior to 
the date which is 12 months subsequent to the date of the 
termination of the Riviera Merger Agreement pursuant to Sections 
6.1(d)(iii), 6.1(d)(iv), 6.1(e)(iii), or 6.1(e)(iv) of the 
Riviera Merger Agreement or (y) is effected pursuant to an 
agreement or understanding, oral or written, which is entered 
into prior to such date; 

(ii) Morgens, Waterfall shall have also sold, transferred or 
disposed (including by way of merger) of its shares of common 
stock in Elsinore Corporation, a Nevada Corporation ("Elsinore"), 
for consideration equal to or greater than $3.16 per share, which 
sale, transfer or other disposition of shares in Elsinore (x) 
occurs prior to the date which is 12 months subsequent to the 
date of the termination of the Riviera Merger Agreement pursuant 
to Sections 6.1(d)(iii), 6.1(d)(iv), 6.1(e)(iii) or 6.1(e)(iv) of 
the Riviera Merger Agreement or (y) is effected pursuant to an 
agreement or understanding, oral or written, which is entered 
into prior to such date; and

(iii) the purchaser was not able to exercise the Purchase Options 
because of the failure to satisfy (but not by waiver) the 
conditions set forth in Sections 5.2(a), 5.2(b), 5.2(c), or 
5.2(d) hereof. 

Morgens, Waterfall shall make the payment referenced herein 
within two business days of receipt of such proceeds.

ARTICLE V
CONDITIONS PRECEDENT

SECTION 5.1  Conditions Precedent to Exercise of Purchase 
Options.  The Purchaser shall have no obligation to exercise the 
Purchase Options.  Upon exercise of the Purchase Options, the 
obligation of the Purchaser to purchase the Shares shall be 
subject to the satisfaction or (except in the case of Section 
5.1(c)(i), which may not be waived) waiver by the Purchaser on 
the Closing Date of each of the following conditions precedent:

(a) HSR Act.  The waiting period under the HSR Act, if 
applicable, shall have expired or been terminated.

(b) No Injunctions or Restraints.  No temporary restraining order 
or preliminary or permanent injunction of any court or 
administrative agency of competent jurisdiction prohibiting the 
transactions contemplated by this Agreement, the Riviera Merger 
Agreement, the Agreement and Plan of Merger, by and among the 
Purchaser, Elsinore Acquisition Sub, Inc., a Nevada corporation, 
and Elsinore, or the Option and Voting Agreement by and between 
the Purchaser and Morgens, Waterfall with respect to Elsinore, 
shall be in effect or shall be threatened.

(c) Consents.  All consents, approvals, authorizations and 
waivers from third parties and governmental and regulatory 
authorities required or advisable to consummate the transactions 
contemplated hereby (the "Approvals") shall have been obtained 
before the Closing Date and, in the case of clauses (ii) and 
(iii) below, before the execution of this Agreement and shall not 
have expired or been rescinded, including the following:

(i) All necessary gaming approvals, including, without 
limitation, licensing or finding of suitability of the Purchaser 
and approval of a change of control of RHC by the Gaming 
Authorities; 

(ii) Waiver by the Board of Directors of RHC of any voting 
restrictions under the Articles of Incorporation that are 
applicable to a purchaser of greater than ten percent of the 
issued and outstanding shares of Common Stock; and

(iii) All approvals and waivers necessary to exempt the Purchaser 
for purposes of the transactions contemplated hereby from 
applicable merger moratorium statutes and control share 
acquisition statutes, including, without limitation, Nevada 
Revised Statutes Sections 78.411-.444 and 78.378-.3793; 

(d) Representations and Warranties.  The representations and 
warranties of each Seller set forth in this Agreement shall be 
true and correct in all material respects on and as of the 
Closing Date, as though made on and as of the Closing Date (and 
by delivery of the Shares each Seller shall be deemed to affirm 
the satisfaction of this condition).

(e) Performance of Obligations of Sellers.  Each Seller shall 
have performed all obligations required to be performed by it 
under this Agreement on or prior to the Closing Date (and by 
delivery of the Shares each Seller shall be deemed to affirm the 
satisfaction of this condition).

(f) Death and Disability.  There shall not have occurred the 
death or the Disability of Mr. Allen E. Paulson.  As used herein, 
"Disability" means Mr. Allen E. Paulson's incapacity due to 
physical or mental illness, injury or disease, which incapacity 
renders him unable to perform the requisite duties of the chief 
executive officer of the Purchaser for a consecutive period of 90 
days or more.  Any question as to the existence, extent or 
potentiality of Mr. Allen E. Paulson's disability upon which the 
Purchaser and the Sellers cannot agree, such question shall be 
determined by a qualified, independent physician selected by RHC 
and approved by the Purchaser and the disputing Sellers (each of 
whose approval shall not be unreasonably withheld or delayed).  
The determination of such physician shall be final and conclusive 
for all purposes of this Agreement.

(g) No Violation of Law.  The consummation of the Purchase 
Options shall not constitute a violation of any Laws.

SECTION 5.2  Conditions Precedent to the Seller's Obligation.  
The obligation of each of the Sellers to sell, assign, transfer, 
convey and deliver the Shares owned by it or the investment 
accounts it manages, as applicable, upon exercise of the Purchase 
Options by the Purchaser shall be subject to the satisfaction or 
(except in the case of Sections 5.2(a) and 5.2(c), which may not 
be waived), waiver on the Closing Date of each of the following 
conditions precedent:

(a) HSR Act.  The waiting period under the HSR Act, if applicable 
to the Purchaser, shall have expired or been terminated.

(b) No Injunctions or Restraints.  No temporary restraining order 
or preliminary or permanent injunction of any court or 
administrative agency of competent jurisdiction prohibiting the 
transactions contemplated by this Agreement shall be in effect.

(c) Consents.  All Approvals shall have been obtained and shall 
not have expired or been rescinded, including those set forth in 
Section 5.1(c).

(d) No Violation of Law.  The consummation of the Purchase 
Options shall not constitute a violation of any Laws.

(e) Representations and Warranties.  The representations and 
warranties of the Purchaser set forth in this Agreement shall be 
true and correct in all material respects on and as of the 
Closing Date, as though made on and as of the Closing Date, 
except as otherwise contemplated by this Agreement (and by its 
acceptance of the Shares, the Purchaser shall be deemed to 
reaffirm the accuracy of such representations and warranties).

(f) Performance of Obligations of the Purchaser.  The Purchaser 
shall have performed all obligations required to be performed by 
it under this Agreement on or prior to the Closing Date (and by 
its acceptance of the Shares, the Purchaser shall be deemed to 
affirm the satisfaction of this condition), including the payment 
of the Purchase Price and all unpaid amounts, if any payable 
under Section 1.2(b).

ARTICLE VI
TERMINATION AND AMENDMENT

SECTION 6.1  Termination.  This Agreement shall terminate without 
any further action on the part of the Purchaser or any of the 
Sellers if (i) the Purchase Options have been exercised and the 
Closing has occurred, (ii) the Purchase Options have not been 
exercised and either (x) the Riviera Merger has been consummated 
or (y) the Riviera Merger Agreement has been terminated pursuant 
to Sections 6.1(a), (b), (c), (d), (e)(i) or (e)(ii) thereof or 
(iii) June 1, 1998 shall have occurred.

SECTION 6.2  Effect of Termination.  In the event this Agreement 
shall have been terminated in accordance with Section 6.1 of this 
Agreement, this Agreement shall forthwith become void and have no 
effect, except (i) to the extent such termination results from a 
breach by any of the parties hereto of any of its obligations 
hereunder (in which case such breaching party shall be liable for 
all damages allowable at law and any relief available in equity), 
(ii) as otherwise set forth in any written termination agreement, 
if any, (iii) that Sections 1.3 and 4.7 shall survive the 
termination of this Agreement, and (iv) that the provisions of 
Sections 3.1 and 3.2 hereof shall survive the termination of the 
Riviera Merger Agreement until the earlier of (A) the consent of 
the Sellers to the termination of the provisions of Sections 3.1 
and 3.2 hereof and (B) June 1, 1998.

SECTION 6.3  Amendment.  This Agreement and the Schedules and 
Exhibits hereto may not be amended except by an instrument or 
instruments in writing signed and delivered on behalf of each of 
the parties hereto.  At any time prior to the Closing Date, any 
party hereto which is entitled to the benefits hereof may (a) 
extend the time for the performance of any of the obligations or 
other acts of any other party, (b) waive any inaccuracy in the 
representations and warranties of any other party contained 
herein, in any Schedule and Exhibit hereto, or in any document 
delivered pursuant hereto, and (c), subject to applicable law, 
waive compliance with any of the agreements of any other party 
hereto or any conditions contained herein.  Any agreement on the 
part of any of the parties hereto to any such extension or waiver 
(i) shall be valid only if set forth in an instrument in writing 
signed and delivered on behalf of each such party, and (ii) shall 
not be construed as a waiver or extension of any subsequent 
breach or time for performance hereunder.


ARTICLE VII
MISCELLANEOUS

SECTION 7.1  Notices.  All notices, requests, claims, demands and 
other communications hereunder shall be in writing and shall be 
given (and shall be deemed to have been duly given upon receipt) 
by delivery in person, by overnight courier with receipt 
requested, by facsimile transmission (with receipt confirmed by 
automatic transmission report), or two business days after being 
sent by registered or certified mail (postage prepaid, return 
receipt requested) to the other party as follows:

(a) if to the Purchaser to:

          P. O. Box 9660
          Rancho Sante Fe, CA  92067
          Attention:  Mr. Allen E. Paulson

          Telephone:  (619) 759-5990
          Telecopy:(619) 756-3194

          with a copy to: 

          Skadden, Arps, Slate, Meagher & Flom LLP
          300 South Grand Avenue, Suite 3400
          Los Angeles, California  90071
          Attention:  Brian J. McCarthy, Esq. 

          Telephone:(213) 687-5070
          Telecopy:(213) 687-5600

(b) if to Morgens, Waterfall, to: 

          Swiss Bank Tower
          10 East 50th Street
          New York, New York  10022
          Attention:  Mr. Bruce Waterfall

          Telephone:(212) 705-0500
          Telecopy:(212) 838-5540

          with a copy to: 

          O'Melveny & Myers, LLP
          400 South Hope Street
          Los Angeles, CA  90071-2899
          Attention:  C. James Levin, Esq.

          Telephone:(213) 669-6578
          Telecopy:(213) 669-6407

(c) if to Keyport, to: 

          Mr. Steve Lockman
          Stein Roe & Farnham Incorporated
          One South Wacker Drive
          33rd Floor
          Chicago, Illinois  60606-4685

          Telephone:(312) 368-7788
          Telecopy:(312) 368-8144

          with a copy to: 

          Stacy Winick
          Stein Roe & Farnham Incorporated
          One South Wacker Drive
          33rd Floor
          Chicago, Illinois  60606-4885

(d) if to SunAmerica, to: 

          Mr. Peter McMillan
          SunAmerica, Inc. 
          One SunAmerica Center
          Century City, California  90067

          Telephone:(310) 772-6101
          Telecopy:(310) 772-6150

          with a copy to: 

          Mr. Alan Nussenblatt
          SunAmerica, Inc. 
          One SunAmerica Center
          Century City, California  90067

          Telephone:(310) 772-6110
          Telecopy:(310) 772-6030

SECTION 7.2  Release.  Upon the exercise of the option by the 
Purchaser to acquire the Shares, the Purchaser shall hereby 
release on behalf of itself and RHC all claims, causes of 
actions, rights and liabilities held by the Purchaser or RHC 
against each Seller based on or arising from such Seller's 
ownership of the Shares or actions as a Stockholder of RHC at all 
times to and including the Closing Date, and the sale of the 
Shares to the Purchaser, except for the representations and 
warranties of each Seller set forth in Sections 2.1(b) and 2.1(c) 
hereof which shall survive indefinitely.

SECTION 7.3  Interpretation.  When a reference is made in this 
Agreement to a Section, Schedule or Exhibit, such reference shall 
be to the applicable Section, Schedule or Exhibit of this 
Agreement unless otherwise indicated.  The headings contained in 
this Agreement are for reference purposes only and shall not 
affect in any way the meaning or interpretation of this 
Agreement.  When the words "includes" or "including" are used in 
this Agreement, they shall be deemed to be followed by the words 
"without limitation."  All accounting terms not defined in this 
Agreement shall have the meanings determined by generally 
accepted accounting principles as of the date hereof.  All 
capitalized terms defined herein are equally applicable to both 
the singular and plural forms of such terms.

SECTION 7.4  Severability.  If any provision of this Agreement or 
the application of any such provision shall be held invalid, 
illegal or unenforceable in any respect by a court of competent 
jurisdiction, such invalidity, illegality or unenforceability 
shall not affect any other provision hereof.  In lieu of any such 
invalid, illegal or unenforceable provision, the parties hereto 
intend that there shall be added as part of this Agreement a 
valid, legal and enforceable provision as similar in terms to 
such invalid, illegal or unenforceable provision as may be 
possible or practicable under the circumstances.

SECTION 7.5.  Counterparts.  This Agreement may be executed in 
one or more counterparts, each of which shall be deemed an 
original, and all of which, when taken together, shall be deemed 
to constitute but one and the same instrument.

SECTION 7.6.  Entire Agreement.  This Agreement and the Schedules 
and Exhibits hereto constitute the entire agreement, and 
supersede all prior agreements and understandings, both written 
and oral, among the parties with respect to the subject matter 
hereof.

SECTION 7.7.  Governing Law.This Agreement shall be governed by 
and construed in accordance with the laws of the State of Nevada, 
regardless of the laws that otherwise might govern under any 
applicable principles of conflicts of law, except that gaming 
approval requirements shall be governed by and construed in 
accordance with the laws of the State of Nevada.

SECTION 7.8.  Assignment.This Agreement shall be binding upon and 
shall inure to the benefit of the parties hereto and their 
respective successors and assigns.  Neither this Agreement nor 
any of the rights, interests or obligations hereunder shall be 
assigned or delegated by any of the parties hereto without the 
prior written consent of the other parties; provided, that the 
Purchaser may assign the Purchase Options and the obligations 
under this Agreement to any other person who is designated by the 
Purchaser and; further provided, that the Purchaser shall remain 
responsible for the performance of such designee's obligations.

SECTION 7.9  No Third-Party Beneficiaries.  Nothing herein 
expressed or implied shall be construed to give any person other 
than the parties hereto (and their respective successors and 
assigns) any legal or equitable rights hereunder.

SECTION 7.10  Obligations Several and Not Joint.  The obligations 
of the Sellers hereunder are several and not joint, and no Seller 
shall be liable for the breach or default hereunder by any other 
Seller.

IN WITNESS WHEREOF, each of the parties hereto has caused its 
duly authorized officers to execute this Agreement as of the date 
first above written.

R&E GAMING CORP.



By:  
Name:
Title:

MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.


By:  
Name:
Title:

on behalf of the investment accounts for the entities listed 
below


BETJE PARTNERS

THE COMMON FUND

MORGENS WATERFALL INCOME PARTNERS

PHOENIX PARTNERS, L.P.

MWV EMPLOYEE RETIREMENT PLAN GROUP TRUST

RESTART PARTNERS, L.P.

RESTART PARTNERS II, L.P.

RESTART PARTNERS III, L.P.

KEYPORT LIFE INSURANCE COMPANY



By:  
Name:
Title:

SUNAMERICA LIFE INSURANCE COMPANY



By:  
Name:
Title:



EXHIBIT A

CERTIFICATE FOR DRAWING WITH RESPECT TO
IRREVOCABLE LETTER OF CREDIT NO. _____
DATED _________________, 1997

The undersigned, a duly authorized officer of [Morgens, 
Waterfall, Vintiadis & Company, Inc. ("Morgens, Waterfall")] 
[Keyport Life Insurance Company ("Keyport")] [SunAmerica Life 
Insurance Company ("SunAmerica")] (the "Seller") hereby certifies 
to City National Bank (the "Bank"), with reference to irrevocable 
letter of credit No. _____ (the "Letter of Credit"; any 
capitalized term used herein and not defined shall have its 
respective meaning as set forth in the Letter of Credit) issued 
by the Bank in favor of the Seller that all of the following has 
occurred:

(1) Either (x) the agreement and Plan of Merger, dated as of 
September ___, 1997 (the "Riviera Merger Agreement"), by and 
among R&E Gaming Corp., a Delaware corporation ("Gaming"), 
Riviera Acquisition Sub, Inc., a Nevada corporation, and Riviera 
Holdings Corporation, a Nevada corporation, has terminated or (y) 
the Riviera Merger (as defined in the Riviera Merger Agreement) 
has not occurred in accordance with the terms thereof on or 
before April 1, 1998 (or, if the termination date of the Riviera 
Merger Agreement is extended in accordance with Section 6.1(c) 
thereof, June 1, 1998); and

(2) The Seller is entitled to payment in the amount of $_______ 
in accordance with the terms of Section 1.3(a) of the Option and 
Voting Agreement dated September ___, 1997, by and among Gaming, 
Morgens, Waterfall, Keyport and SunAmerica. 

Demand is hereby made under the Letter of Credit for $______.  
Please remit payment to the Seller, account number 
________________, at _________________, ABA No. 
_________________________, REF.:  ________________________.

EXHIBIT B

Seller                        Account

Morgens, Waterfall            Citibank N.Y.
                              ABA #:  021000089
                              For:  Morgan Stanley & Co.
                              Account #:  38890774
                              Credit To:  Edwin Morgens and
                              Bruce Waterfall as Agents
                              Sub-Account #:038-30008

                              Ref:  Elsinore/Riviera Option
                              Agreement Interest

Keyport                       Federal Reserve Bank of Boston
                              011001234/Bos Safe Dep/Cust
                              DDA #108111
                              For:  Keyport/KeyF0005002

SunAmerica                    Citibank
                              New York, New York
                              ABA #021000089
                              SunAmerica Life Insurance
                              Company
                              Account # 40573831

SCHEDULE 2.1(d)

Any other consents, approvals, orders, authorization of, or 
registration, declaration or filing with, any Nevada state or 
local authority.

SCHEDULE 2.2(c)

Any other consents, approvals, orders, authorization of, or 
registration, declaration or filing with, any Nevada state or 
local authority.


                                                       EXHIBIT B

Joint Filing Agreement

Agreement with regard to joint filing of Schedule 13D made this 
11th day of April, 1997, by and between STEIN ROE & FARNHAM 
INCORPORATED, a Delaware corporation ("Stein Roe"), and KEYPORT 
LIFE INSURANCE COMPANY, a Rhode Island corporation ("Keyport"): 

In accordance with Rule 13d-1(f)(1)(iii) under the Securities 
Exchange Act of 1934, Stein Roe and Keyport each acknowledge that 
this report on Schedule 13D dated April 11, 1997 and any 
amendment thereto is filed on behalf of each of them. 

STEIN ROE & FARNHAM INCORPORATED


Jilaine Hummel Bauer
Senior Vice President and General Counsel

KEYPORT LIFE INSURANCE COMPANY


Bernard R. Beckerlegge
Senior Vice President and General Counsel