BALLYS PARK PLACE INC
10-Q, 1994-08-15
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>
                               FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549


(Mark One)

{X}  Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities  
      Exchange Act of 1934 for the period ended June 30, 1994.

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

                   Commission file number:    1-8540

                       BALLY'S PARK PLACE, INC.
        (Exact name of registrant as specified in its charter)

              Delaware                                  36-3432384
    (State or other jurisdiction                     (I.R.S. Employer
         of incorporation or                        Identification No.)
            organization)

       Park Place & The Boardwalk
        Atlantic City, New Jersey                         08401
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (609) 340-2000

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   


At August 1, 1994, all 100 outstanding shares of the registrant's common
stock were held by Bally's Casino Holdings, Inc.

The registrant meets the conditions set forth in General Instruction H (1)
(a) and (b) of Form 10-Q and, therefore, has presented its information
following the reduced disclosure format.

<PAGE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
             FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1994
     
                 
                                 INDEX
 
                                                                        Page
                                                                       Number

PART I.   FINANCIAL INFORMATION:


  Item 1.  Financial Statements

       Condensed Consolidated Balance Sheet (Unaudited)
          June 30, 1994 and December 31, 1993 . . . . . . . . . .      1

       Consolidated Statement of Operations (Unaudited)
          Six Months Ended June 30, 1994 and 1993 . . . . . . . .      2

       Consolidated Statement of Operations (Unaudited)
          Three Months Ended June 30, 1994 and 1993 . . . . . . .      3

       Consolidated Statement of Stockholder's Equity (Unaudited)
          Six Months Ended June 30, 1994. . . . . . . . . . . . .      4

       Consolidated Statement of Cash Flows (Unaudited)
          Six Months Ended June 30, 1994 and 1993 . . . . . . . .      5

       Notes to Condensed Consolidated Financial
          Statements (Unaudited). . . . . . . . . . . . . . . . .      7


  Item 2.  Management's Discussion and Analysis of Results of 
             Operations . . . . . . . . . . . . . . . . . . . . .     10


PART II.  OTHER INFORMATION:
 

  Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .     12

      
SIGNATURE PAGE. . . . . . . . . . . . . . . . . . . . . . . . . .     13


<PAGE>
<TABLE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                 CONDENSED CONSOLIDATED BALANCE SHEET
                            (In thousands)
                              (Unaudited)
<CAPTION>
                                                 June 30,     December 31,
                                                   1994            1993    
                                               -------------   -------------
                 ASSETS
<S>                                              <C>            <C>
Current assets:
  Cash and equivalents.......................     $ 23,502      $ 12,295
  Receivables, less allowance for doubtful
    accounts of $1,092 and $1,265............        4,957         5,988
  Income taxes receivable....................        5,587           ---
  Inventories................................        2,280         1,834
  Deferred income taxes......................        6,206         6,161
  Other current assets.......................        3,412         1,025
                                                  --------      --------
      Total current assets...................       45,944        27,303

Property and equipment, less accumulated
  depreciation of $297,922 and $284,691......      481,337       486,498
Deferred finance costs, less accumulated
  amortization of $457 and $7,388............       14,174         7,502
Casino Reinvestment Development Authority
  investments................................       11,012        11,314
Other assets ................................        1,332         1,236
                                                  --------      --------
                                                  $553,799      $533,853
                                                  ========      ========

    LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Accounts payable...........................     $  3,739      $  5,423
  Income taxes payable.......................          ---         5,562
  Accrued liabilities........................       37,015        40,997
  Current maturities of long-term debt.......           44            44
                                                  --------      --------
      Total current liabilities..............       40,798        52,026

Long-term debt, less current maturities......      427,703       354,727
Deferred income taxes........................       32,364        31,760
Pension liability............................        9,028         9,089
Other long-term liabilities..................        1,115         1,071

Stockholder's equity.........................       42,791        85,180
                                                  --------      --------
                                                  $553,799      $533,853
                                                  ========      ========
<FN>
See accompanying notes.
/TABLE
<PAGE>
<TABLE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                 CONSOLIDATED STATEMENT OF OPERATIONS
                            (In thousands)
                              (Unaudited)
<CAPTION>
                                                Six Months Ended June 30,
                                                -------------------------
                                                   1994           1993    
                                                 --------       --------   
<S>                                              <C>            <C>  
Revenues:
  Casino....................................     $146,616       $141,218
  Rooms.....................................       11,254         10,616
  Food and beverage.........................        9,616          9,750
  Other.....................................        4,950          4,016
                                                 --------       --------
                                                  172,436        165,600

Operating costs and expenses:
  Casino....................................       61,212         56,052
  Rooms.....................................        5,192          4,368
  Food and beverage.........................        8,864          8,973
  Other operating expenses..................       27,456         25,918
  Selling, general and administrative.......       16,408         15,839
  Depreciation and amortization.............       15,418         13,221
  Allocations from Bally Entertainment
    Corporation.............................        1,567          1,869
                                                 --------       --------
                                                  136,117        126,240
                                                 --------       --------

Operating income............................       36,319         39,360
Interest expense............................       21,278         22,777
                                                 --------       --------

Income before income taxes, extraordinary 
  item and cumulative effect on prior years 
  of change in accounting for income taxes..       15,041         16,583
Provision for income taxes..................        6,100          6,600
                                                 --------       --------

Income before extraordinary item and 
  cumulative effect on prior years of
  change in accounting for income taxes.....        8,941          9,983
Extraordinary loss on extinguishment of
  debt......................................      (20,735)           --- 
Cumulative effect on prior years of change
  in accounting for income taxes............          ---        (11,377)
                                                 --------       --------
Net loss....................................     $(11,794)      $ (1,394)
                                                 ========       ========

<FN>
See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                 CONSOLIDATED STATEMENT OF OPERATIONS
                            (In thousands)
                              (Unaudited)
<CAPTION>
                                               Three Months Ended June 30,
                                               ---------------------------
                                                   1994           1993   
                                                 --------       --------   
<S>                                              <C>            <C>  
Revenues:
  Casino....................................     $ 80,902       $ 75,839
  Rooms.....................................        6,741          6,322
  Food and beverage.........................        5,503          5,425
  Other.....................................        2,909          1,895
                                                 --------       --------
                                                   96,055         89,481

Operating costs and expenses:
  Casino....................................       32,062         29,032
  Rooms.....................................        2,873          2,459
  Food and beverage.........................        5,017          4,968
  Other operating expenses..................       13,794         13,019
  Selling, general and administrative.......        6,628          8,436
  Depreciation and amortization.............        8,133          6,611
  Allocations from Bally Entertainment
    Corporation.............................          466            714
                                                 --------       --------
                                                   68,973         65,239
                                                 --------       --------
 
Operating income............................       27,082         24,242
Interest expense............................       10,305         11,269
                                                 --------       --------

Income before income taxes..................       16,777         12,973
Provision for income taxes..................        6,804          5,175
                                                 --------       --------
Net income..................................     $  9,973       $  7,798 
                                                 ========       ========

<FN>
See accompanying notes.
</TABLE>




<PAGE>
<TABLE>
                                            BALLY'S PARK PLACE, INC.
                          (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                                        (In thousands, except share data)
                                                   (Unaudited)


<CAPTION>
                                        Number                  Additional                 Total
                                        of shares    Common     paid in      Accumulated   stockholder's
                                        issued       stock      capital      deficit       equity
                                        ---------    -------    ----------   -----------   -------------
<S>                                         <C>       <C>        <C>           <C>            <C>      
Balance at December 31, 1993 . . . . .      100       $   1      $ 85,179      $    ---       $ 85,180

    Net loss . . . . . . . . . . . . .       --          --            --       (11,794)       (11,794)
    Dividends paid . . . . . . . . . .       --          --       (30,595)          ---        (30,595)
                                          -----       -----      --------      --------       --------
Balance at June 30, 1994 . . . . . . .      100       $   1      $ 54,584      $(11,794)      $ 42,791
                                          =====       =====      ========      ========       ========
  
<FN>
See accompanying notes.
/TABLE
<PAGE>
<TABLE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                            (In thousands)
                              (Unaudited)

<CAPTION>
                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    1994           1993    
                                                  --------       --------  
<S>                                               <C>            <C>
Operating:
  Income before extraordinary item and
    cumulative effect on prior years of 
    change in accounting for income taxes.....    $  8,941       $  9,983
  Adjustments to reconcile to cash provided- 
    Depreciation and amortization.............      15,418         13,221
    Amortization included in interest expense.         780            856
    Deferred income taxes.....................         559          3,087
    Change in operating assets and
      liabilities.............................      (4,520)       (13,989)
    Other.....................................         (73)            58
                                                  --------       --------
        Cash provided by operating activities.      21,105         13,216 

Investing:
  Purchases of property and equipment.........      (9,636)        (3,741)
  Proceeds from disposal of property and
    equipment.................................         195            378
  Purchase of CRDA investments and credits....        (515)          (854)
                                                  --------       --------
        Cash used in investing activities.....      (9,956)        (4,217)

Financing:
  Debt transactions-
    Decrease in revolving line of credit,
      net.....................................      (2,000)        (3,000)
    Repayments to affiliate, net..............         ---         (6,000)
    Proceeds from issuance of long-term 
      debt....................................     425,000            ---
    Repayments of long-term debt..............    (350,024)        (1,023)
    Premium paid on early retirement of
      debt....................................     (27,692)           ---
    Debt issuance costs.......................     (14,631)           --- 
                                                  --------      ---------
        Cash provided by (used in) debt 
          transactions........................      30,653        (10,023)

  Equity transactions-
    Dividends paid to Bally's Casino 
      Holdings, Inc...........................     (30,595)           ---
                                                  --------       --------
        Cash provided by (used in) financing 
          activities..........................          58        (10,023)
                                                  --------       --------

Increase (decrease) in cash and equivalents...      11,207         (1,024)
Cash and equivalents, beginning of period.....      12,295         12,275
                                                  --------       --------
Cash and equivalents, end of period...........    $ 23,502       $ 11,251
                                                  ========       ========
<FN>
                              (continued)
/TABLE
<PAGE>
<TABLE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                            (In thousands)
                              (Unaudited)
<CAPTION>
                                                 Six Months Ended June 30,
                                                 -------------------------
                                                    1994            1993  
                                                  --------        -------- 

SUPPLEMENTAL CASH FLOWS INFORMATION
<S>                                               <C>            <C>
  Changes in operating assets and 
    liabilities were as follows:
      (Increase) decrease in receivables.....     $  1,104       $   (427)
      Increase in income taxes receivable....       (5,587)           ---
      (Increase) decrease in inventories.....         (446)           267 
      (Increase) decrease in other current
        assets and other assets..............       (2,483)         2,600
      Decrease in accounts payable and 
        accrued liabilities..................       (5,666)        (4,537)
      Increase in income taxes payable.......        8,575          3,042  
      Decrease in pension liability and
        deferred compensation................          (61)       (14,989) 
      Increase in other long-term
        liabilities..........................           44             55  
                                                  --------       --------
                                                  $ (4,520)      $(13,989)
                                                  ========       ========


  Operating activities include cash payments
    for interest and income taxes as follows:
      Interest paid............................   $ 23,855       $ 21,926
      Income taxes paid (net of refunds).......      2,553            471



<FN>
See accompanying notes.
</TABLE>
<PAGE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (In thousands)
                              (Unaudited)

Basis of presentation

    The accompanying condensed consolidated financial statements include the
accounts of Bally's Park Place, Inc., a Delaware corporation (the "Company")
and its subsidiaries.  The Company was a direct wholly owned subsidiary of
Bally Entertainment Corporation ("BEC") until June 16, 1993, when BEC
contributed all of the capital stock of the Company to Bally's Casino
Holdings, Inc. ("Casino Holdings").  Casino Holdings was formed as a
subsidiary of BEC in April 1993 to serve as a holding company for the Company
and for acquiring and developing gaming operations, including those in newly
emerging gaming jurisdictions.  Unless otherwise specified in the text,
references to the Company include the Company and its subsidiaries.  The
accompanying condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1993.

    All adjustments have been recorded which are, in the opinion of
management, necessary for a fair presentation of the condensed consolidated
balance sheet of the Company at June 30, 1994, its consolidated statements of
operations for the three and six months ended June 30, 1994 and 1993, its
consolidated statement of stockholder's equity for the six months ended June
30, 1994, and its consolidated statement of cash flows for the six months
ended June 30, 1994 and 1993.  All such adjustments were of a normal recurring
nature, except for those adjustments in 1994 to reflect the refinancing of
indebtedness (see "Long-term debt") and in 1993 to apply the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes" (see "Income taxes").

    Certain reclassifications have been made to prior period financial
statements to conform with the 1994 presentation.


Seasonal factors

    The Company's operations are subject to seasonal factors and, therefore,
the results of operations for the three and six months ended June 30, 1994 and
1993 are not necessarily indicative of the results of operations for the full
year.


Allocations from BEC and transactions with related parties

     During the three and six months ended June 30, 1994 and 1993, BEC
allocated costs to the Company consisting of the Company's allocable share of
BEC's corporate overhead including executive salaries and benefits, public
company reporting costs and other corporate headquarters' costs.  While the
Company does not obtain a measurable direct benefit from these allocated
costs, management believes that the Company receives an indirect benefit from
BEC's oversight.  BEC's method for allocating costs to its subsidiaries is
designed to apportion its costs to its subsidiaries and is generally based
upon many subjective factors including size of operations and extent of BEC's
oversight requirements.  Management of BEC believes that the methods used to
allocate these costs are reasonable and expects similar allocations in future
years.  Because of BEC's controlling relationship with the Company and the
allocation of certain BEC costs, the operating results of the Company could
be significantly different if the Company operated autonomously.  

    Certain executive officers of the Company function in a similar capacity
for GNAC, CORP. (a wholly owned subsidiary of BEC which owns and operates the
casino resort in Atlantic City known as the "The Grand"), and exercise
decision making and operational authority over both entities.  No allocation
of cost is made from the Company to The Grand for these executive officers as
management deems the direct allocable cost to be immaterial.  In addition,
certain administrative and support operations of the Company and The Grand are
consolidated, including legal services, purchasing, limousine services and
certain aspects of human resources.  Costs of these operations are allocated
to or from the Company either directly or using various formulas based on
utilization estimates of such services.  On a net basis, allocations from the
Company were $37 and $192 for the three months ended June 30, 1994 and 1993,
respectively, and $93 and $888 for the six months ended June 30, 1994 and
1993, respectively.  The Company also leases surface area parking lots to The
Grand, and rental income was $174 and $348 for each of the three and six
months ended June 30, 1994 and 1993, respectively.

    The Company and The Grand have a cash management arrangement whereby The
Grand advances excess funds to the Company which the Company uses to reduce
the outstanding balance under its revolving credit agreement.  These advances
are payable on demand.  The Company pays interest monthly on these advances
(at the prime rate of its agent bank) which totalled $157 and $356 for the
three and six months ended June 30, 1993, respectively.  No amounts were
advanced during the six months ended June 30, 1994.


Executive Retirement and Separation Agreement

    On January 8, 1993, the Company and BEC entered into a Retirement and
Separation Agreement with a former executive of the Company and BEC.  The
Company paid this executive $14,500 on such date in full settlement of the
remaining amounts due under his employment contract and for the liability
under a previous settlement of his supplemental executive retirement plan, 
which resulted in a gain of approximately $1,500 for the six months ended June
30, 1993.


Long-term debt

     On March 8, 1994, the Company issued $425,000 principal amount of 9 1/4%
First Mortgage Notes due 2004 (the "9 1/4% Notes").  The Company used the net
proceeds from the sale of the 9 1/4% Notes to purchase and retire certain of
its 11 7/8% First Mortgage Notes due 1999 (the "11 7/8% Notes"), defease the
remaining 11 7/8% Notes at a price of 104.45% of their principal amount plus
accrued interest through the redemption date, thereby satisfying all
obligations thereunder, and pay a $30,000 dividend to Casino Holdings.  The
retirement and defeasance of the 11 7/8% Notes resulted in an extraordinary
loss of $20,735, net of an income tax benefit of $14,137.  In connection with
the sale of the 9 1/4% Notes, the Company terminated its former credit
facility and entered into an agreement for a new $50,000 revolving credit
facility which expires on December 31, 1996, at which time all amounts
outstanding become due.  The new credit facility provides for interest on
borrowings payable, at the Company's option, at the agent bank's prime rate
or the LIBOR rate plus 2%, each of which increases as the balance outstanding
increases.  The Company pays a fee of 1/2% on the unused commitment.  The
entire credit line was available at June 30, 1994.

     The indenture for the 9 1/4% Notes and the new credit facility impose
restrictions on the Company's ability to incur debt and issue preferred stock,
make acquisitions and certain restricted payments, create liens, sell assets
or enter into transactions with affiliates.  The new credit facility is, in
certain circumstances, more restrictive than the indenture for the 9 1/4%
Notes.  In connection with the sale of the 9 1/4% Notes, the Casino Control
Commission (the "CCC") requires, among other things, that dividends paid by
the Company to Casino Holdings which are not paid pursuant to a net income
test (generally limited to 50% of aggregate consolidated net income, as
defined, earned since April 1, 1994) receive prior approval from the CCC.  The
indenture for the 9 1/4% Notes limits these dividends to $50,000 in aggregate.

     In February 1994, a $595 dividend was paid, which was the amount
available at December 31, 1993 under the indenture for the 11 7/8% Notes.  At
June 30, 1994, $4,986 was available to pay dividends under the net income
test.


Income taxes

    Taxable income or loss of the Company is included in the consolidated
federal income tax return of BEC.  Under agreements between the Company, BEC
and Casino Holdings, income taxes are allocated to the Company based on
amounts the Company would pay or receive if it filed a separate consolidated
federal income tax return,  except that the Company receives credit from BEC
for the tax benefit of the Company's net operating losses and tax credits, if
any, that can be utilized in BEC's consolidated federal income tax return,
regardless of whether these losses or credits could be utilized by the Company
on a separate consolidated federal income tax return basis.  Payments to BEC
are due at such time and in such amounts as payments are required to be made
for income tax purposes.  Payments by BEC for such tax benefits are due at the
time BEC files the applicable consolidated federal income tax return.  Under
the tax sharing agreement, the Company had income taxes receivable from BEC
of $5,587 at June 30, 1994 and income taxes payable to BEC of $5,013 at
December 31, 1993, which are classified as income taxes receivable and income
taxes payable, respectively, on the accompanying condensed consolidated
balance sheet.

     Effective January 1, 1993, the Company changed its method of accounting
for income taxes as required by SFAS No. 109.  The cumulative effect on prior
years of this change in accounting for income taxes was a charge of $11,377.

     For the three and six months ended June 30, 1994 and 1993, the effective
rate of the provision for income taxes differed from the U.S. statutory tax
rate (35% and 34%, respectively) due principally to state income taxes.  
<PAGE>
                        BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS


Six Months Ended June 30, 1994 vs. Six Months Ended June 30, 1993

     Revenues of the Company for 1994 were $172.4 million compared to $165.6
million for 1993, an increase of $6.8 million (4%).  Casino revenues for 1994
were $146.6 million compared to $141.2 million in 1993, an increase of $5.4
million (4%).  Table game revenues, excluding poker, increased $3.2 million
(8%) from 1993 due to a 3% increase in the drop (amount wagered) and an
increase in the hold percentage from 16.3% in 1993 to 16.9% in 1994.  The
Company's poker operations, which commenced in July 1993, contributed $2.4
million to its casino revenues for the six months ended June 30, 1994.  The
Company's horse race simulcasting and keno operations, which commenced mid-
June 1994, contributed $.1 million to its casino revenues for the 1994 period. 
These revenue increases were partially offset by a slot revenue decrease of
$.3 million caused by a decline in the slot win percentage from 9.8% in 1993
(which includes the positive impact from the discontinuation of certain
progressive linked jackpots) to 8.9% in 1994 substantially offset by a 10%
increase in slot handle (volume).  During the twelve months ended June 30,
1994, the Company added 205 slot machines (an 11% increase).  Slot revenue
represented 68% of the Company's casino revenues in 1994 compared to 70% in
1993.  

     Rooms revenue increased $.6 million (6%) due to an increase in rooms
occupied in 1994 compared to 1993 offset, in part, by a reduction in the
average room rate.  Food and beverage revenue remained essentially unchanged. 
Other revenues increased $.9 million (23%) due to higher entrance fees for
promotional events and dividends from a multi-casino linked progressive trust.

     Atlantic City city-wide casino revenues for all operators for the six
months ended June 30, 1994, excluding poker, horse race simulcasting and keno,
decreased approximately 1% from 1993, which was primarily attributable to a
4% decrease in table game revenues.  Slot revenues remained essentially
unchanged.  The 1994 and 1993 first quarters were both negatively impacted by
severe weather conditions in the northeastern United States, however
management believes the severity, duration and number of storms in 1994 had
a more dramatic impact on attendance and operating performance than in 1993. 
The number of slot machines in Atlantic City increased approximately 7% since
June 30, 1993, while the number of Atlantic City table games, excluding poker
tables, remained essentially unchanged.  The number of poker tables in
Atlantic City increased from 22 tables at June 30, 1993 to 183 tables at June
30, 1994 as additional casinos offered poker.  Slot revenues represented 67%
of total gaming revenues in Atlantic City for each of the six months ended
June 30, 1994 and 1993.  

     Management believes that the reduced rate of slot revenue growth, in
conjunction with the expanded number of slot machines resulting in a lower win
per slot machine, has caused and will continue to cause intense promotional
efforts to attract slot players as both the Company and its competitors seek
to expand their share of slot revenues and maximize the utilization of their
slot machine inventory.  Further, as a result of the aggressive competition
for slot patrons, the Atlantic City slot win percentage has declined. 
Management believes that the slot win percentage will continue to be subject
to competitive pressure and may further decline.  However, the addition of
poker, horse race simulcasting and keno over the last year has had a favorable
impact on the Atlantic City gaming environment.  The Company believes it is
well-positioned to compete for its share of casino revenues by continuing to
offer attractive promotional slot and table game programs and special events. 
In June 1994, the Company expanded its gaming space by 8,700 square feet to
operate horse race simulcasting and keno, and to relocate and expand its poker
operations.  Effective July 1, 1994, the Company placed in operation an
additional 120 high denomination slot machines in the gaming space formerly
occupied by its poker operations.

     Operating income of the Company for the six months ended June 30, 1994
was $36.3 million compared to $39.4 million for the same period in 1993, a
decrease of $3.1 million (8%) as the aforementioned revenue increase was more
than offset by a $9.9 million (8%) increase in operating expenses.  Casino
expenses increased $5.2 million (9%) due to an increase in salaries, benefits
and other costs associated with the operation of poker and the introduction
of horse race simulcasting and keno, and expanded marketing and promotional
efforts.  Rooms expense increased $.8 million (19%) mainly due to increased
salaries and benefits associated with higher room occupancy.  Food and
beverage expenses remained essentially unchanged.  Other operating expenses
increased $1.5 million (6%) due to an overall increase in the cost of
providing general services.  Selling, general and administrative expenses
increased $.6 million (4%) primarily due to an increase in marketing costs
associated with expanded advertising and promotional efforts and to a non-
recurring benefit realized in the first quarter of 1993 pursuant to the terms
of a Retirement and Separation Agreement with a former executive offset, in
part, by a decrease in legal, insurance and other costs.  Depreciation and
amortization expense increased $2.2 million (17%) primarily due to accelerated
depreciation associated with the planned replacement of certain casino
equipment in 1994.  In addition, operating costs and expenses include charges
for BEC's corporate overhead (including executive salaries and benefits,
public company reporting costs and other corporate headquarters' costs)
allocated to the Company of $1.6 million and $1.9 million for the six months
ended June 30, 1994 and 1993, respectively.  Allocations for these periods
were, and management expects allocations in subsequent periods will be, based
upon similar cost categories and allocation methods subject to changes in
circumstances which may warrant modifications.  Management of BEC has advised
the Company that no significant changes are presently contemplated.

     Interest expense was $21.3 million for the six months ended June 30, 1994
compared to $22.8 million for the same period in 1993.  The decrease of $1.5
million (7%) reflects the March 1994 refinancing of the Company's long-term
debt at a more favorable rate, as well as lower average line of credit and
intercompany borrowings.


<PAGE>
                       BALLY'S PARK PLACE, INC.
     (A Wholly Owned Subsidiary of Bally's Casino Holdings, Inc.)
                     PART II.  OTHER INFORMATION 



Item 6.  Exhibits and Reports on Form 8-K

(a)  1.    Index to Exhibits.

  No exhibits are required with this filing.


(b)  Reports on Form 8-K.

  None.


<PAGE>
                            SIGNATURE PAGE


Pursuant to the requirements 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.


                                            Bally's Park Place, Inc.
                                                  Registrant





                                              /s/ Joseph A. D'Amato   
                                           --------------------------
                                                Joseph A. D'Amato
                                           Vice President of Finance 
                                               and Administration
                                         (Principal Financial Officer)








Dated:  August 15, 1994


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