EXHIBIT 4.19


                  AMENDMENT NO. 6 TO THIRD AMENDED AND RESTATED
                        REDUCING REVOLVING LOAN AGREEMENT

                  This Amendment No. 6 to Third Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of August 31, 2000 among
Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc.,
St. Charles Riverfront Station, Inc., Kansas City Station Corporation and Sunset
Station, Inc. (collectively, the "Borrowers"), Station Casinos, Inc. ("Parent")
(but only for the purpose of making the covenants set forth in Articles 8 and 9
of the Loan Agreement (as defined below)), and Bank of America, N.A., as
Administrative Agent (the "Administrative Agent"), is entered into with
reference to the Third Amended and Restated Reducing Revolving Loan Agreement
dated as of August 25, 1999 among Borrowers, Parent, the Lenders party thereto,
Societe Generale, as Documentation Agent, Bank of Scotland, as Co-Agent, and the
Administrative Agent (as amended from time to time, the "Loan Agreement").
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.

                                    AGREEMENT

                  Borrowers, Parent and the Administrative Agent, acting with
the consent of the Requisite Lenders pursuant to Section 14.2 of the Loan
Agreement, agree to amend the Loan Agreement as follows:

                  1.       AMENDMENT OF SECTION 9.5(e). Section 9.5 of the Loan
Agreement, as amended by Amendment No. 2 to the Loan Agreement, is amended by
(a) striking the amount "$100,000,000" in the fourth line of clause (e) thereof
and (b) substituting in place thereof the amount "$200,000,000".

                  2.       AMENDMENT OF SECTION 9.5(f). Section 9.5(f), as added
by Amendment No. 3 to the Loan Agreement is amended by (a) striking the
reference to "$100,000,000" and (b) substituting in place thereof
"$200,000,000".

                  3.       CONDITIONS PRECEDENT. The effectiveness of this
Amendment shall be conditioned upon receipt by the Administrative Agent of all
of the following:

                           (a)      Counterparts of this Amendment executed by
                                    all parties hereto;

                           (b)      Written consents of each of the Sibling
                                    Guarantors to the execution, delivery and
                                    performance hereof in the form of Exhibit A
                                    to this Amendment;

                           (c)      Written consent of the Lenders as required
                                    under Section 14.2 of the Loan Agreement in
                                    the form of Exhibit B to this Amendment

                           (d)      An amendment fee paid by Borrowers to the
                                    Administrative Agent in amount equal to 10
                                    basis points TIMES the Pro Rata Share of
                                    each


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                                    Lender which has consented to this Amendment
                                    (which amendment fee shall be for the sole
                                    account of such Lenders); and

                           (e)      Such other assurances, certificates,
                                    documents, consents or opinions as the
                                    Administrative Agent or the Lenders
                                    reasonably may require.

                  4.       REPRESENTATIONS AND WARRANTIES. Borrowers hereby
represent and warrant that no Default or Event of Default has occurred and
remains continuing.

                  5.       CONSENT OF PARENT. The execution of this Amendment by
Parent shall constitute its consent, in its capacity as guarantor under the
Parent Guaranty, to this Amendment.

                  6.       CONFIRMATION. In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.

                  IN WITNESS WHEREOF, Borrowers and the Administrative Agent
have executed this Amendment as of the date first above written by their duly
authorized representatives.

                          PALACE STATION HOTEL & CASINOS, INC.
                          BOULDER STATION, INC.
                          TEXAS STATION, INC.
                          ST. CHARLES RIVERFRONT STATION, INC.
                          KANSAS CITY STATION CORPORATION
                          SUNSET STATION, INC.



                          By:     /s/ Glenn C. Christenson
                                  -------------------------------------------
                                  Glenn C. Christenson, Senior Vice President


                          STATION CASINOS, INC.


                          By:     /s/ Glenn C. Christenson
                                  ----------------------------------------------
                                  Glenn C. Christenson, Executive Vice President
                                  and Chief Financial Officer


                          BANK OF AMERICA, N.A., as Administrative Agent


                          By:      /s/ Janice Hammond
                                   ---------------------------------------------
                                   Janice Hammond
                                   Vice President






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