TRUMPS CASTLE FUNDING INC
10-Q, 1995-11-13
MISCELLANEOUS AMUSEMENT & RECREATION
Previous: PAINEWEBBER R&D PARTNERS LP, 10-Q, 1995-11-13
Next: REEBOK INTERNATIONAL LTD, 10-Q, 1995-11-13













                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                   ______________________________

                               FORM 10-Q
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
           For the Quarterly Period Ended September 30, 1995


                      Commission File No. 1-9029

                   ______________________________


                     TRUMP'S CASTLE FUNDING, INC.
        (Exact name of Registrant as Specified in its Charter)

            NEW JERSEY                           11-2739203
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

                         One Castle Boulevard
                    Atlantic City, New Jersey 08401
                            (609) 340-5191
   (Address, Including Zip Code and Telephone Number, Including Area
          Code, of Registrant's Principal Executive Offices)

                   ______________________________


                       TRUMP'S CASTLE ASSOCIATES
        (Exact name of Registrant as Specified in its Charter)

            NEW JERSEY                           22-2608486
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                         One Castle Boulevard
                    Atlantic City, New Jersey 08401
                            (609) 340-5191
   (Address, Including Zip Code and Telephone Number, Including Area
          Code, of Registrant's Principal Executive Offices)

                   ______________________________


                                              (Continued on next page)

<PAGE>

(Continued from previous page)


Indicate by checkmark whether the Registrants (1) have 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) have been subject to such filing requirements for the past 90
days.
Yes   X     No
    _____     _____

Indicate by checkmark whether the Registrants have filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.  Yes   X     No
                                                   _____     _____

Trump's Castle Funding, Inc. meets the conditions set forth in General
Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this
form with the reduced disclosure format.

As of November 13, 1995, there were 200 shares of Trump's Castle
Funding, Inc.'s common stock outstanding.
































                                 -2-

<PAGE>

                 TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY



                            INDEX TO FORM 10-Q

                                                                   Page
                                                                  Number

PART I -- FINANCIAL INFORMATION

 Item 1 -- Financial Statements

          Consolidated Balance Sheets of Trump's Castle
           Associates and Subsidiary as of September 30,
           1995 (unaudited) and December 31, 1994                   4

          Consolidated Statements of Operations of Trump's
           Castle Associates and Subsidiary for the three
           and nine month periods ended September 30, 1995
           and 1994 (unaudited)                                     5

          Consolidated Statement of Capital of Trump's
           Castle Associates and Subsidiary for the nine
           months ended September 30, 1995 (unaudited)              6

          Consolidated Statements of Cash Flows for Trump's
           Castle Associates and Subsidiary for the nine
           months Ended September 30, 1995 and 1994
           (unaudited)                                              7

          Notes to Consolidated Financial Statements              8-10

 Item 2 -- Management's Discussion and Analysis of Financial
           Condition and Results of Operations                   11-14

PART II -- OTHER INFORMATION

 Item 1 -- Legal Proceedings                                       15
 Item 2 -- Changes in Securities                                   15
 Item 3 -- Defaults Upon Senior Securities                         15
 Item 4 -- Submission of Matters to Vote of Security Holders       15
 Item 5 -- Other Information                                       15
 Item 6 -- Exhibits and Reports on Form 8-K                        15

 Signatures                                                        16











                                 -3-
<PAGE>
                  TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY

                        CONSOLIDATED BALANCE SHEETS

                              (in thousands)

                                         September 30,
                                              1995           December 31,
                 ASSETS                   (unaudited)            1994
                                         _____________       ____________
CURRENT ASSETS:
  Cash and temporary investments             $28,388            $19,122
  Receivables, net                             8,202              8,858
  Due from affiliates, net                       872                434
  Inventories                                  1,442              1,790
  Other current assets                         8,397              4,830
                                            ________           ________
   Total Current Assets                       47,301             35,034

PROPERTY AND EQUIPMENT, NET                  323,710            328,174

OTHER ASSETS                                   6,667              5,589
                                            ________           ________
     Total Assets                           $377,678           $368,797
                                            ========           ========

        LIABILITIES AND CAPITAL

CURRENT LIABILITIES:
  Current maturities - other borrowings       $2,721             $1,108
  Accounts payable and accrued expenses       27,073             28,982
  Accrued interest payable                    12,253              3,994
                                            ________           ________
    Total Current Liabilities                 42,047             34,084

MORTGAGE NOTES, due 2003 net of              205,999            204,412
   unamortized discount of $36,142
   (at September 30, 1995) and
   $37,729 (at December 31, 1994)

PIK NOTES, due 2005 net of                    50,044             46,129
   unamortized discount of $7,802
   (at September 30, 1995) and
   $7,965 (at December 31, 1994)

OTHER BORROWINGS                              63,191             63,892

OTHER LONG TERM LIABILITIES                    5,277              3,315
                                            ________           ________
    Total Liabilities                        366,558            351,832
                                            ________           ________
CAPITAL                                       11,120             16,965
                                            ________           ________
    Total Liabilities and Capital           $377,678           $368,797
                                            ========           ========

      The accompanying notes to consolidated financial statements are
          an integral part of these consolidated balance sheets.

                                 -4-
<PAGE>

                TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF OPERATIONS

                            (unaudited)
                           (in thousands)

                              For the Three Months    For the Nine Months
                               Ended September 30,    Ended September 30,
                              ____________________    ___________________
                                  1995      1994         1995      1994
REVENUES:                         ____      ____         ____      ____
  Gaming                        $81,050   $72,594     $205,561  $200,244
  Rooms                           6,281     6,218       15,475    15,284
  Food & beverage                 9,431     8,360       22,411    22,349
  Other                           3,219     3,012        7,053     7,073
                                _______   _______      _______   _______
     Gross Revenues              99,981    90,184      250,500   244,950
Less-Promotional allowances      10,823     9,585       25,186    25,277
                                _______   _______      _______   _______
   Net Revenues                  89,158    80,599      225,314   219,673
                                _______   _______      _______   _______
COSTS AND EXPENSES:
  Gaming                         46,204    39,788      119,881   116,873
  Rooms                             657       501        1,984     1,447
  Food & beverage                 3,527     3,415        9,500     8,723
  General and administrative     19,518    19,798       55,054    57,840
  Depreciation and amortization   3,704     3,564       10,817    10,898
                                _______   _______      _______   _______
   Total costs and expenses      73,610    67,066      197,236   195,781
                                _______   _______      _______   _______
     Income From Operations      15,548    13,533       28,078    23,892

Interest income                      82       126          306       421

Interest expense                (11,640)  (11,097)     (34,229)  (33,045)
                                ________  ________     ________  ________
     Net Income (Loss)           $3,990    $2,562      ($5,845)  ($8,732)
                               =========  ========    =========  ========



       The accompanying notes to consolidated financial statements are
              an integral part of these consolidated statements.

                                 -5-












<PAGE>


                TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY

                   CONSOLIDATED STATEMENT OF CAPITAL

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995

                             (unaudited)
                           (in thousands)






                                 Partners'      Partners'
                                  Capital        Deficit         Total
                                 _________      _________       _______
Balance at December 31, 1994      $73,395       ($56,430)       $16,965

Net Loss                             --           (5,845)        (5,845)
                                 ________       _________       _______
Balance at September 30, 1995     $73,395       ($62,275)       $11,120
                                 ========       =========       =======























        The accompanying notes to consolidated financial statements are
              an integral part of these consolidated statements.

                                 -6-








<PAGE>
                TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY

                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (unaudited)
                           (in thousands)
                                                       For the Nine Months
                                                       Ended September 30,
                                                     _______________________
                                                         1995         1994
                                                         ____         ____
    CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                          ($5,845)     ($8,732)
     Adjustments to reconcile net loss to net cash
       flows provided by operating activities
       Noncash charges-
       Depreciation and amortization                    10,817       10,898
       Accretion of bond discounts                       1,750        1,640
       Provision for losses on receivables                 905        4,083
       Valuation adjustment of CRDA investments          1,179          825
                                                       _______     ________
                                                         8,806        8,714

       Increase in receivables, net                       (689)      (4,580)
       Decrease in inventories                             348          397
       Increase in other current assets                 (3,567)      (4,418)
       (Increase) decrease in other assets                (209)       4,264
       Increase in current liabilities                   6,350        3,371
       Increase in other liabilities                     5,716        3,710
                                                       _______      _______
          Net cash flows provided by operating
           activities                                   16,755       11,458
                                                       _______      _______

    CASH FLOWS USED IN INVESTING ACTIVITIES:
       Purchases of property and equipment, net         (6,353)      (6,439)
       Purchase of CRDA investments                     (2,048)      (1,772)
                                                       _______      _______
          Net cash flows used in investing activities   (8,401)      (8,211)
                                                       _______      _______

    CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
       Principal payments on other borrowings             (794)          -
       Other borrowings                                  1,706           -
          Net cash flows provided by investing         _______      _______
           activities                                      912           -
                                                       _______      _______
          Net increase in cash and cash equivalents      9,266        3,247

    CASH AND CASH EQUIVALENTS
       AT BEGINNING OF PERIOD                           19,122       20,439
                                                       _______      _______
    CASH AND CASH EQUIVALENTS
       AT SEPTEMBER 30                                 $28,388      $23,686
                                                       =======      =======
    SUPPLEMENTAL INFORMATION:
       Cash paid for interest                          $27,216      $14,625
                                                       =======      =======

       The accompanying notes to consolidated financial statements are
             an integral part of these consolidated statements.

                                 -7-
<PAGE>

             TRUMP'S CASTLE ASSOCIATES AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            (unaudited)


(1)  ORGANIZATION AND OPERATIONS

     The accompanying consolidated financial statements include
those of Trump's Castle Associates, a New Jersey general
partnership (the "Partnership") and its wholly owned subsidiary,
Trump's Castle Funding, Inc., a New Jersey corporation
("Funding").

     The Partnership owns and operates Trump's Castle, a luxury
casino hotel located in the Marina District of Atlantic City, New
Jersey.

     All significant intercompany balances and transactions have
been eliminated in the consolidated financial statements.

     The accompanying consolidated financial statements have been
prepared by the Partnership without audit.  In the opinion of the
Partnership, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the periods presented
have been made.

     The accompanying consolidated financial statements have
been prepared by the Partnership pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, certain information and note disclosures normally
included in the financial statements prepared in conformity with
generally accepted accounting principles have been omitted.

     These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included
in the annual report on Form 10-K for the year ended December 31,
1994 filed with the Securities and Exchange Commission by the
Partnership and Funding.  Certain reclassifications have been made
to conform prior year financial information with the current year
presentation.

     The results of operations for the three month and nine month
periods ended September 30, 1995 are not necessarily indicative of
the operating results to be attained for any other period.


(2)  PIK NOTES AND OTHER BORROWINGS

     On May 15, 1995, the semi-annual interest payment
of $3,752,771 on the Increasing Rate Subordinated Pay-In-Kind
Notes due 2005 (the "PIK Notes") was paid by issuance of
additional PIK Notes.  Pursuant to the terms of the PIK Note

                                 -8-
<PAGE>

Indenture, the interest on the PIK Notes increased from the rate
of 7% per annum to 13-7/8% per annum effective October 1, 1994.

     On June 23, 1995, the Partnership entered into an Option
Agreement with Hamilton Partners, L.P. ("Hamilton") which grants
the Partnership an option (the "Option") to acquire the PIK Notes
owned by Hamilton.  Hamilton has represented to the Partnership
that it is the owner of at least 92% of the outstanding principal
amount of the PIK Notes.  The Option was granted to the
Partnership in consideration of a one million dollar payment to
Hamilton.

     The Option, which is initially scheduled to expire on
December 12, 1995, may be extended until June 21, 1996, and is
exercisable at a price equal to 60% of the aggregate principal
amount and accrued interest of the PIK Notes delivered upon
exercise of the Option, plus an additional 40% of the principal
amount of PIK Notes issued after the date of the Option Agreement
and delivered upon exercise of the Option.  Pursuant to the terms
of the Option Agreement, upon the occurrence of certain events
within 18 months of the time the Option is exercised, the
Partnership will make an additional payment to Hamilton of up to
40% of the principal amount of the PIK Notes.

     The Partnership exercised its option to extend the Midlantic
Amended Term Loan (the "Midlantic Loan") on May 28, 1995.  The
interest rate was revised to be a fluctuating rate of 3% above
Midlantic National Bank's prime rate, but in no event less than 9%
per annum.  In addition, the outstanding principal amount of the
Midlantic Loan will be amortized over the five-year extension
period on a twenty year amortization schedule requiring principal
payments of $158,333 per month over the period.


(3)  CASINO LICENSE

     On June 22, 1995, the New Jersey Casino Control Commission
renewed the casino license of the Partnership through 1999,
subject to certain continuing reporting and compliance conditions.

                                 -9-

<PAGE>

(4)   FINANCIAL INFORMATION OF FUNDING

     Financial information relating to Funding is as follows
(in thousands):

                                     SEPTEMBER 30,   DECEMBER 31,
                                         1995            1994
                                     _____________   ____________

Total Assets (including Mortgage       $283,043        $277,541
  Notes Receivable of $242,141,        ========        ========
  net of unamortized discount
  of $36,142 and $37,729 at
  September 30, 1995 and December
  31, 1994, PIK Notes Receivable
  of $57,846, net of unamortized
  discount of $7,802 at September
  30, 1995 and $54,094, net of
  unamortized discount of $7,965 at
  December 31, 1994, and Senior
  Notes Receivable of $27,000 at
  September 30, 1995 and December
  31, 1994.)

Total Liabilities and Capital          $283,043        $277,541
  (including Mortgage Notes            ========        ========
  Payable of $242,141, net of
  unamortized discount of $36,142
  and $37,729 at September 30,
  1995 and December 31, 1994,
  PIK Notes Payable of $57,846,
  net of unamortized discount of
  $7,802 at September 30, 1995
  and $54,094, net of unamortized
  discount of 7,965 at December 31,
  1994 and Senior Notes Payable of
  $27,000 at September 30, 1995
  and December 31, 1994.)


                                          FOR THE NINE MONTHS
                                          ENDED SEPTEMBER 30,
                                       _________________________
                                         1995            1994
                                       ________        ________

Interest Income                        $31,148         $28,079

Interest Expense                        31,148          28,079
                                       ________        ________

Net Income                             $   -           $   -
                                       ========        ========

                                 -10-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

     The financial information presented below reflects the
financial condition and results of operations of Trump's Castle
Associates (the "Partnership").  Trump's Castle Funding, Inc.
("Funding") is a wholly owned subsidiary of the Partnership and
conducts no business other than collecting amounts due under
certain intercompany notes from the Partnership for the purpose
of paying principal of, premium, if any, and interest on its
indebtedness, which Funding issued as a nominee for the
Partnership.


RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD
ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994.

     The Partnership's net income for the three months ended
September 30, 1995 and September 30, 1994 was $4.0 million and
$2.6 million respectively, reflecting an improvement of $1.4
million.  Net revenues (gross revenues less promotional expenses)
for the three months ended September 30, 1995 and 1994 totaled
$89.2 million and $80.6 million, respectively, representing an
$8.6 million, 10.7% increase.

     Gaming revenues, the primary component of gross revenue, were
approximately $81.1 million for the three months ended September
30, 1995 and $72.6 million for the comparable period in 1994.
Gaming revenue is comprised of table game win, slot machine, keno
and simulcasting win.  For the three months ended September 30,
1995 and 1994, table game win at Trump's Castle approximated $23.9
million and $22.1 million, respectively.  The increase in the
table game revenue was due to an increase in dollars wagered
coupled with a higher win percentage.  Dollars wagered on table
games totaled approximately $143.3 million with a win percentage
of 16.7% in 1995 and $139.9 million with a win percentage of 15.8%
in 1994.  The table game win percentage is outside the control of
the Partnership, and although fairly constant over the long term,
can vary significantly from quarter to quarter, due in part to the
play of certain gaming patrons who tend to wager substantial
dollar amounts on table games.

     For the three months ended September 30, 1995 and 1994, slot
win at Trump's Castle approximated $56.6 million and $50.5
million, respectively.  Dollars wagered on slot machines totaled
approximately $666.8 million and $561.1 million for the three
months ended September 30, 1995 and 1994, respectively, with a win
percentage of 8.5% in 1995 and 9.0% in 1994.

     Food and beverage revenues increased to $9.4 million for the
three months ended September 30, 1995 from $8.4 million for the
comparable period ended September 30, 1994.  This $1.0 million
increase is primarily the result of increases in complimentary
food and beverage.  Promotional allowances, which include

                                 -11-
<PAGE>

complimentary food and beverage, increased approximately $1.2
million in the aggregate.

     Gaming costs and expenses were $46.2 million for the three
months ended September 30, 1995, as compared to $39.8 million for
the three months ended September 30, 1994.  The $6.4 million
increase was due to higher marketing costs which resulted in
increased gaming revenues.


RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD
ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994.

     The Partnership's net losses for the nine months ended
September 30, 1995 and September 30, 1994 were $5.8 million and
$8.7 million respectively, reflecting an improvement of $2.9
million.  Net revenues (gross revenues less promotional expenses)
for the nine months ended September 30, 1995 and 1994 totaled
$225.3 million and $219.7 million, respectively, representing a
$5.6 million, 2.5% increase.

     Gaming revenues, the primary component of gross revenue, were
approximately $205.6 million for the nine months ended September
30, 1995 and $200.2 million for the comparable period in 1994.
For the nine months ended September 30, 1995 and 1994, table game
win at Trump's Castle approximated $57.3 million and $64.4
million, respectively.  The decline in table game revenue was due
to both a decline in the dollars wagered and the win percentage.
Dollars wagered on table games totaled approximately $354.8
million with a win percentage of 16.1% in 1995 and $365.2 million
with a win percentage of 17.6% in 1994.  The table game win
percentage is outside the control of the Partnership, and although
fairly constant over the long term, can vary significantly from
quarter to quarter, due in part to the play of certain gaming
patrons who tend to wager substantial dollar amounts on table
games.  Approximately $6.0 million of the total $7.1 million
decline in table game win is attributable to a single day's win
from four international table game patrons on January 1, 1994.
(See gaming costs and expenses below.)

     For the nine months ended September 30, 1995 and 1994, slot
win at Trump's Castle approximated $147.0 million and $135.8
million, respectively.  Dollars wagered on slot machines totaled
approximately $1,689.1 million and $1,497.2 million for the nine
months ended September 30, 1995 and 1994, respectively, with a win
percentage of 8.7% in 1995 and 9.1% in 1994.  Management believes
that the increase in slot revenue, which resulted from the
increase in dollars wagered, is attributable primarily to an
increase in promotions directed at slot patrons and industry-wide
growth in slot wagers.

     Rooms, food and beverage, other revenues, and promotional
 allowances activity did not vary significantly for the nine
 months ended September 30, 1995 compared to the prior year
 period.

                                 -12-

<PAGE>

     Gaming costs and expenses were $119.9 million for the nine
months ended September 30, 1995, as compared to $116.9 million for
the nine months ended September 30, 1994.  The increase was
primarily the result of higher promotional expenses and marketing
costs which were offset by a variety of general cost reductions
and $3.0 million less of bad debt expense in the first nine months
of 1995.  For the first nine months of 1994, there was a
$3.0 million bad debt reserve recorded against a $4.0 million
receivable relating to the January 1, 1994 gaming loss by four
international table game patrons.  Approximately $1.4 million
remains outstanding, with approximately $1 million of this amount
reserved.

     General and administrative expenses were $2.8 million greater
for the nine month period ended September 30, 1994 compared to the
1995 period.  The 1994 charge was primarily due to expenses
recognized during that period in connection with the contribution
of Casino Reinvestment Development Authority deposits to certain
public improvement projects.

     INFLATION.  There was no significant impact on the
Partnership's operations as a result of inflation during the nine
months ended September 30, 1995 and 1994.

LIQUIDITY AND CAPITAL RESOURCES.

     Cash flow from operating activities is the Partnership's
principal source of liquidity.  For the nine months ended
September 30, 1995, the Partnership's net cash flow provided by
operating activities was $16.8 million.  Cash and cash equivalents
totaled $28.4 million at September 30, 1995.

     Total anticipated capital expenditures for 1995 are
approximately $8.6 million and include casino floor improvements,
renovation of hotel rooms and the purchase of slot machines.
Management believes that this level of capital expenditure will be
sufficient to maintain the attractiveness of Trump's Castle and
the aesthetics of its hotel rooms and other public areas.  Capital
expenditures of $6.4 million for the nine months ended September
30, 1995 were primarily for the purchase of new slot machines and
hotel and casino renovations.

     The Partnership's debt consists primarily of (i) a loan with
Midlantic National Bank (the "Midlantic Loan"), (ii) the 11-1/2%
Senior Notes due 2000 (the "Senior Notes"), (iii) the 11-3/4%
Mortgage Notes due 2003 (the "Mortgage Notes"), and (iv) the
Increasing Rate Subordinated Pay-in Kind Notes due 2005 (the "PIK
Notes").  On May 28, 1995, the Partnership exercised its option to
extend the Midlantic Loan for an additional five year term.  The
Amended Midlantic Loan bears interest at the prime rate plus 3%,
currently 11.75%, and requires amortized monthly principal
payments of $158,333 which commenced May 31, 1995.  The Amended
Midlantic Loan matures on May 28, 2000.

                                 -13-
<PAGE>

     The Senior Notes have an outstanding principal amount of $27
million, and bear interest at the rate of 11-1/2% per annum (which
may be reduced to 11-1/4% upon the occurrence of certain events).
The Senior Notes mature on November 15, 2000, and are subject to a
sinking fund which requires the retirement of 15% of the Senior
Notes on November 15, 1998 and 1999.  The Mortgage Notes have an
outstanding principal amount of approximately $242 million, bear
interest at the rate of 11-3/4% per annum (which may be reduced to
11-1/2% upon the occurrence of certain events), and mature on
November 15, 2003.

     The PIK Notes have an outstanding principal amount of
approximately $57.8 million and mature on November 15, 2005.  The
PIK Notes bore interest at the rate of 7% through September 30,
1994, when, pursuant to their terms, the interest rate increased
to 13-7/8%.  On or prior to November 15, 2003, interest on the PIK
Notes may be paid in cash or through the issuance of additional
PIK Notes.  On May 15, 1995 the semi-annual interest payment of
$3,752,771 due on the PIK Notes was satisfied by the issuance of
additional PIK Notes, in lieu of a cash payment.

     On June 23, 1995, the Partnership entered into an Option
Agreement with Hamilton Partners, L.P. ("Hamilton") which grants
the Partnership an option (the "Option") to acquire the PIK Notes
owned by Hamilton, which they have represented to be at least 92%
of the outstanding principal amount of the PIK Notes.

     The Option, which is initially scheduled to expire on
December 12, 1995, may be extended until June 21, 1996, and is
exercisable at a price equal to 60% of the aggregate principal
amount and accrued interest of the PIK Notes delivered upon
exercise of the Option, plus an additional 40% of the principal
amount of PIK Notes issued after the date of the Option Agreement
and delivered upon exercise of the Option.  Pursuant to the terms
of the Option Agreement, upon the occurrence of certain events
within 18 months of the time the Option is exercised, the
Partnership will make an additional payment to Hamilton of up to
40% of the principal amount of the PIK Notes.

     The Partnership's debt service obligations during the last
quarter of 1995 are approximately $18 million.

     Management believes, based upon its current level of
operations, that although the Partnership is highly leveraged, it
will continue to have the ability to pay interest on its
indebtedness and to pay other liabilities with funds from
operations for the foreseeable future.  However, there can be no
assurance to that effect.  In the event that circumstances change,
the Partnership may seek to obtain a working capital facility of
up to $10 million, although there can be no assurance that such
financing will be available on terms acceptable to the
Partnership.

                                 -14-

<PAGE>

                   PART II -- OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS.

           The Partnership and certain affiliated entities are
           involved in various legal proceedings.  Reference is made
           to the description contained in the Partnership's Annual
           Report on Form 10-K for the year ended December 31, 1994.


ITEM 2.    CHANGES IN SECURITIES.

           None


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

           None


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

           None


ITEM 5.    OTHER INFORMATION.

           None


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

           None



                                 -15-
<PAGE>



                            SIGNATURE

               Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrants have duly caused this Report
to be signed on their behalf by the undersigned thereunto duly
authorized.



                         TRUMP'S CASTLE FUNDING, INC.




                         By:  /s/ Robert E. Schaffhauser
                            ____________________________
                               Robert E. Schaffhauser
                               Assistant Treasurer
                               (Duly Authorized Officer and
                               Chief Accounting Officer)


                         Date: November 13, 1995




                         TRUMP'S CASTLE ASSOCIATES

                         By: TC/GP, Inc.
                         Its:  General Partner


                         By:  /s/ Robert E. Schaffhauser
                            ____________________________
                               Robert E. Schaffhauser
                               Assistant Treasurer
                               (Duly Authorized Officer and
                               Chief Accounting Officer)


                         Date: November 13, 1995










                            -16-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE
FUNDING, INC. AND TRUMP'S CASTLE ASSOCIATES.  THIS DATA HAS BEEN EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000770618
<NAME> TRUMP'S CASTLE FUNDING, INC. AND TRUMP'S CASTLE ASSOCIATES
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          28,388
<SECURITIES>                                         0
<RECEIVABLES>                                    8,202<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                      1,442
<CURRENT-ASSETS>                                 8,397
<PP&E>                                         507,655
<DEPRECIATION>                               (183,945)
<TOTAL-ASSETS>                                 377,678
<CURRENT-LIABILITIES>                           42,047
<BONDS>                                        256,043
<COMMON>                                           200
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   377,678
<SALES>                                              0
<TOTAL-REVENUES>                               225,314
<CGS>                                                0
<TOTAL-COSTS>                                  186,419
<OTHER-EXPENSES>                                10,817
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (34,229)
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (5,845)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>ASSET VALUES REPRESENT NET AMOUNTS
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission