STATION CASINOS INC
11-K, 1996-06-25
HOTELS & MOTELS
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<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                                        
                                    FORM 11-K
                                        
                 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                                        
[X]  For the fiscal year ended December 31, 1995.

                                       OR
                                        
                                        
               TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                                        
[ ]  For the transition period from _______to _______.

                         Commission file number:    000-21640
                                                    ---------

A.   Full title of the plan and the address of the plan, if different from that
of the issuer named below:

                          STATION CASINOS, INC. 401(k) PLAN
                                        
B.   Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:

                                STATION CASINOS, INC.
                               2411 WEST SAHARA AVENUE
                                 LAS VEGAS, NV  89102

<PAGE>
                        STATION CASINOS, INC. 401(k) PLAN
                                        
                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------
                                        
                                                                Page
                                                                ----

     Report of Independent Public Accountants                    2

     Statements of Net Assets Available for Plan Benefits as
     of December 31, 1995 and 1994                               3-4

     Statement of Changes in Net Assets Available for Plan
     Benefits for the Year Ended December 31, 1995               5

     Notes to Financial Statements                               6-10

     Schedules:

     I.   Schedule of Assets Held for Investment
          Purposes as of December 31, 1995                       11

     II.  Schedule of Reportable Transactions for the
          Year Ended December 31, 1995                           12





























                                        1
<PAGE>                                       

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------
                                        
To the Station Casinos, Inc. 401(k) Plan Administrator:

We  have  audited the accompanying statements of net assets available  for  plan
benefits  of  the Station Casinos, Inc. 401(k) Plan (the "Plan") as of  December
31,  1995 and 1994, and the related statement of changes in net assets available
for  plan  benefits for  the year ended December 31,  1995.   These  financial
statements  are the responsibility of the Plan's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available for 
plan benefits for the  year  ended  December  31,  1995,  in conformity  with
generally  accepted accounting principles.

Our  audits  were performed for the purpose of forming an opinion on  the basic
financial  statements taken as a whole.  The supplemental  schedules  of assets
held  for investment purposes as of December 31, 1995 and reportable 
transactions for the year ended December 31, 1995 are presented for the purpose
of  additional  analysis and are not  a  required  part  of the basic financial
statements  but  are  supplementary  information  required   by  the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.  The fund information in the statement
of net assets available for plan benefits and the statement of changes in net 
assets  available  for  plan benefits  is presented for purposes  of additional
analysis rather than to present the net assets  available  for  plan benefits 
and changes in net assets available for plan benefits of each fund. The 
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and,  in our
opinion,  are  fairly stated in all material respects in relation to  the basic
financial statements taken as a whole.




                                   ARTHUR ANDERSEN LLP

Las Vegas, Nevada
June 15, 1996







                                        2
<PAGE>                                        
                                             STATION CASINOS, INC.
                                                  401(k) PLAN
                            STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                             AS OF DECEMBER 31, 1995



<TABLE>
<CAPTION>


                                                GROWTH                            WORLD-                              CAPITAL
                                                 AND      STRATEGIC   STRATEGIC    WIDE     NEW     OPPORT-           PRESERV-
                                                INCOME     INCOME     INVESTING   DOLLAR  LEADERS   UNITY    VALUE     ATION
                                                 FUND       FUND        FUND      FUND     FUND     FUND     FUND      FUND 
                                                -------    -------   ---------  -------   -------  ------    ----    -------
<S>                                             <C>        <C>       <C>        <C>       <C>      <C>      <C>      <C> 
INVESTMENTS, at fair market value:
Dreyfus Growth and Income Fund                $3,965,482  $      -   $       -   $     - $      - $      -  $     -  $       -  
Dreyfus Strategic Income Fund                          -   461,618           -         -        -        -        -          -
Dreyfus Strategic Investing Fund                       -         -   1,726,666         -        -        -        -          -
Dreyfus Worldwide Dollar Fund                          -         -           -     3,727        -        -        -          -
Dreyfus New Leaders Fund                               -         -           -         -  920,301        -        -          - 
Quest for Value Opportunity Fund                       -         -           -         -        -  217,160        -          - 
AIM Value Fund                                         -         -           -         -        -        -  172,701          - 
LaSalle National Trust Capital Preservation Fund       -         -           -         -        -        -        -  2,490,818
Station Casinos, Inc. Common Stock Fund                -         -           -         -        -        -        -          - 
Loan Account                                           -         -           -         -        -        -        -          -
                                               ---------   -------    ---------  -------  -------  -------  -------  ---------
   Total Investments                           3,965,482   461,618    1,726,666    3,727  920,301  217,160  172,701  2,490,818
                                               ---------   -------    ---------  -------  -------  -------  -------  ---------
RECEIVABLES:
Employee Contributions                            21,277     9,131       10,344        -   12,862    8,897    9,824     21,157
Employer Contributions                             2,417     1,060        1,163        -    1,340      971    1,007      2,591
                                               ---------   -------    ---------  -------  -------  -------  -------  ---------
                                                  23,694    10,191       11,507        -   14,202    9,868   10,831     23,748
                                               ---------   -------    ---------  -------  -------  -------  -------  ---------

NET ASSETS AVAILABLE FOR
 PLAN BENEFITS                                $3,989,176  $471,809   $1,738,173  $ 3,727 $934,503 $227,028 $183,532 $2,514,566
                                              ==========  ========   ==========  ======= ======== ======== ======== ==========
                                                        
<CAPTION>
                                                        STCI            
                                                        COMMON        
                                                        STOCK          LOAN
                                                        FUND          ACCOUNT       TOTAL
                                                        ------       --------      -------
<S>                                                     <C>          <C>           <C>
INVESTMENTS, at fair market value:              
Dreyfus Growth and Income Fund                          $     -      $      -      $3,965,482
Dreyfus Strategic Income Fund                                 -             -         461,618
Dreyfus Strategic Investing Fund                              -             -       1,726,666
Dreyfus Worldwide Dollar Fund                                 -             -           3,727
Dreyfus New Leaders Fund                                      -             -         920,301
Quest for Value Opportunity Fund                              -             -         217,160
AIM Value Fund                                                -             -         172,701
LaSalle National Trust Capital Preservation Fund              -             -       2,490,818
Station Casinos, Inc. Common Stock Fund                 538,734             -         538,734
Loan Account                                                  -       611,558         611,558
                                                       --------      --------      ----------
    Total Investments                                   538,734       611,558      11,108,765
                                                       --------      --------      ----------

RECEIVABLES:
Employee Contributions                                    8,750             -         102,242
Employer Contributions                                    1,000             -          11,549
                                                       --------      --------      ----------
                                                          9,750             -         113,791
                                                       --------      --------      ----------

NET ASSETS AVAILABLE FOR 
 PLAN BENEFITS                                        $ 548,484     $ 611,558    $ 11,222,556
                                                      =========     =========    ============

</TABLE>
           The accompanying notes are an integral part of this statement.
                                        

                                                               3


<PAGE>
                                             STATION CASINOS, INC.
                                                   401(k) PLAN
                            STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                             AS OF DECEMBER 31, 1994


<TABLE>
<CAPTION>
                                                                                                      STCI
                                             GROWTH AND  STRATEGIC   STRATEGIC    NEW      CAPITAL   COMMON
                                              INCOME      INCOME      INVESTING  LEADERS PRESERVATION STOCK   LOAN
                                               FUND        FUND         FUND      FUND       FUND     FUND   ACCOUNT  TOTAL
                                             ----------  ---------   ---------  -------  ----------  -----  -------   -----
<S>                                          <C>         <C>        <C>        <C>       <C>        <C>     <C>       <C>
INVESTMENTS, at fair market value:
Dreyfus Growth and Income Fund               $3,050,839  $      -  $       -  $      -   $       -  $     -  $     -  $3,050,839
Dreyfus Strategic Income Fund                         -   215,928          -         -           -        -        -     215,928
Dreyfus Strategic Investing Fund                      -         -  1,330,239         -           -        -        -   1,330,239
Dreyfus New Leaders Fund                              -         -          -   447,311           -        -        -     447,311
LaSalle National Trust Capital Preservation Fund      -         -          -         -   1,922,488        -        -   1,922,488
Station Casinos, Inc. Common Stock Fund               -         -          -         -           -  327,000        -     327,000
Loan Account                                          -         -          -         -           -        -  385,026     385,026
                                             ----------  --------  ---------  --------   ---------  -------  -------  ----------
   Total Investments                          3,050,839   215,928  1,330,239   447,311   1,922,488  327,000  385,026   7,678,831

RECEIVABLES:
Employee Contributions                           16,569     6,189      9,064     8,317      17,387    5,625        -       63,151
Employer Contributions                            1,928       778      1,085       972       2,024      721        -        7,508
                                             ----------    ------     ------   -------    --------   -------  --------  ---------
                                                 18,497     6,967     10,149     9,289      19,411    6,346        -       70,659
                                             ----------    ------     ------   -------    --------   -------  --------  ---------

EXCESS CONTRIBUTIONS PAYABLE                     (1,334)     (406)     (1,011)  (1,630)       (462)    (267)       -       (5,110)
                                             ----------    -------    -------  --------   ---------  -------  --------  ----------

NET ASSETS AVAILABLE FOR
  PLAN BENEFITS                              $3,068,002  $222,489   $1,339,377 $454,970  $1,941,437 $333,079  $385,026 $7,744,380
                                             ==========  ========   ========== ========  ========== ========  ======== ==========


</TABLE>
                 The accompanying notes are an integral part of this statement.


                                                              4 





<PAGE>
                                    STATION CASINOS, INC.
                                       401(k) PLAN
                STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
                                  AS OF DECEMBER 31, 1995



<TABLE>
<CAPTION>

                                               GROWTH                               WORLD-
                                                AND      STRATEGIC    STRATEGIC      WIDE      NEW       OPPORT-
                                               INCOME      INCOME     INVESTING     DOLLAR    LEADERS     UNITY
                                                FUND        FUND         FUND        FUND      FUND        FUND 
                                               ------     --------     --------    -------   ---------    ------
<S>                                            <C>        <C>          <C>         <C>       <C>          <C>     
CONTRIBUTIONS:
Employee Contributions                         $506,034   $217,173     $281,243    $  2,969   $330,476     $112,085
Employer Contributions                           56,853     23,894       30,406           -     33,100       11,065
                                               --------   --------     --------    --------   --------     --------
                                                562,887    241,067      311,649       2,969    363,576      123,150
                                               --------   --------     --------    --------   --------     --------

INVESTMENT INCOME:
  Net Unrealized Appreciation (Depreciation)
     in Market Value of Investments             531,752     34,670      123,322           -     85,396       10,988
  Net Realized Appreciation
     in Market Value of Investments              53,277      5,113       24,216           -     14,905        1,306
  Interest and Dividend Income                  192,770     22,376      180,547           -     71,333        3,499
                                                -------     ------      -------     --------   -------     --------
                                                777,799     62,159      328,085           -    171,634       15,793
                                                -------     ------      -------     --------   -------     --------

BENEFIT PAYMENTS                               (192,009)   (23,162)     (92,210)          -    (50,800)      (2,291)

OTHER ACTIVITY:
  Net Transfers                                (136,089)   (18,717)    (105,366)       (629)    25,249       93,912
  Loans                                        (157,417)   (25,214)     (67,158)          -    (54,292)      (7,276)
  Loan Repayments                                66,003     13,419       23,681           -     24,044        3,740
  Other                                               -       (232)         115       1,387        122            -
                                              ---------    --------     --------   --------    --------      -------

NET INCREASE                                    921,174    249,320      398,796       3,727    479,533      227,028

NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
  Beginning of Year                           3,068,002    222,489    1,339,377          -     454,970            -
                                             ----------   --------   ----------    --------   --------     ---------
  End of Year                                $3,989,176   $471,809   $1,738,173     $3,727    $934,503     $227,028
                                             ==========   ========   ==========    ========   ========     =========

<CAPTION>
                                                     
                                                             CAPITAL         STCI
                                                             PRESERV-       COMMON       
                                                VALUE         ATION          STOCK        LOAN   
                                                FUND          FUND           FUND        ACCOUNT     TOTAL
                                                ------       -------        ------       -------     -----
<S>                                             <C>          <C>            <C>          <C>         <C>
CONTRIBUTIONS:
Employee Contributions                          $ 88,655     $  532,198    $ 216,936           -    $ 2,287,769
Employer Contributions                             9,869         60,448       23,396           -        249,031
                                                --------     ----------    ---------    ---------   -----------
                                                  98,524        592,646      240,332           -      2,536,800
                                                --------     ----------    ---------    ---------   -----------
INVESTMENT INCOME:
   Net Unrealized Appreciation (Depreciation)
      in Market Value of Investments              (4,052)             -       38,861           -        820,937
   Net Realized Appreciation 
      in Market Value of Investments                 186              -       27,227           -        126,230
   Interest and Dividend Income                    9,645        126,290          423      33,010        639,893
                                                --------     ----------    ---------    ---------   -----------
                                                   5,779        126,290       66,511      33,010      1,587,060
                                                --------     ----------    ---------    ---------   -----------

BENEFIT PAYMENTS                                   (891)      (224,903)     (29,394)    (31,416)      (647,076)

OTHER ACTIVITY:
   Net Transfers                                  82,416        135,561      (76,337)          -              -
   Loans                                          (4,197)      (105,812)           -     421,366              -
   Loan Repayments                                 1,901         49,347       14,293    (196,428)             -
   Other                                               -              -            -           -          1,392
                                                --------     ----------     ---------   ---------   -----------

NET INCREASE                                     183,532        573,129      215,405     226,532      3,478,176

NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
   Beginning of Year                                   -      1,941,437      333,079     385,026      7,744,380
                                                --------     ----------     --------    --------    -----------
   End of Year                                  $183,532     $2,514,566     $548,484    $611,558    $11,222,556
                                                ========     ==========     ========    ========    ===========

</TABLE>

              The accompanying notes are an integral part of this statement.



                                                              5 


                                        
                                        
                                        
<PAGE>                                        
                                        
                              STATION CASINOS, INC.
                                   401(k) PLAN
                          NOTES TO FINANCIAL STATEMENTS


1.   DESCRIPTION OF THE PLAN
     -----------------------

     The  following  description of the Station Casinos, Inc. 401(k)  Plan  (the
     "Plan")  provides  only  general information of the  Plan  which  has  been
     legally  established through a formal retirement Plan  Document  and  Trust
     Agreement.   Participants  should refer to the Plan  Document  for  a  more
     complete description of the Plan's provisions.

     GENERAL
     -------

     The  Plan  is a qualified, contributory defined contribution plan  covering
     all  non-bargaining unit employees of Station Casinos, Inc. (the "Company")
     who  have  completed 1,000 hours of service during a single year  and  have
     attained the age of 21.

     CONTRIBUTIONS, VESTING AND ALLOCATION
     -------------------------------------

     Participants may make contributions to the Plan of any amount up to 15%  of
     their  annual compensation, but not to exceed the maximum dollar limit  set
     by  the Internal Revenue Service each year.  Participants may make rollover
     contributions  to the Plan.  All participant contributions are  immediately
     100%  vested and are nonforfeitable.  Subject to the limitations  described
     below,  the Company makes matching contributions to the Plan on  behalf  of
     each  participant in an amount equal to 25% of the first 4% of compensation
     which  a  participant contributes to the Plan as pre-tax  contributions.  A
     participant  is credited with a year of service for vesting  purposes  upon
     completion  of  1,000 hours of service during the Plan year. A  participant
     begins  to vest in that portion of his or her account attributable  to  the
     Company's matching contributions as follows:
     
<TABLE>
<CAPTION>
 
          VESTING SERVICE             VESTING %
          ---------------             ---------
<S>                                   <C>
          Less than 1 year                0

          1 year                         20

          2 years                        40

          3 years                        60

          4 years                        80

          5 or more years               100

</TABLE>

     Each year the Company may make an additional discretionary contribution  to
     the  Plan.  The discretionary contribution is allocated among the  accounts
     of   eligible  participants.   Participants  become  100%  vested  in   the
     discretionary contribution after five years of service.  In  the  event  of
     termination  of  a participant by reason of death or disability,  the  full
     value  of  the  participant's  account  as  of  the  immediately  preceding
     valuation date becomes vested.
     
     
     
                                        6

<PAGE>     

     All  contributions  are invested in multiples of 1% as  designated  by  the
     participant.   A participant, however, may only invest 20% of  his  or  her
     account balance in the Station Casinos, Inc. Common Stock Fund.  Each  day
     the  plan trustee will determine the value of all assets in each investment
     fund.  The daily net gain or loss on the assets in each investment fund  is
     determined  and  any  such gain or loss is allocated  to  the  accounts  of
     participants  in proportion to the amount of each participant's  investment
     in the investment fund.
     
     Nine  separate elective investment funds are available for the  purpose  of
     investing contributions. The funds are as follows:
     
     a.   DREYFUS GROWTH AND INCOME FUND
          ------------------------------

     This investment fund's goal is to provide long term capital growth, current
     income  and  growth of income, consistent with reasonable investment  risk.
     The  Dreyfus  Growth and Income Fund invests in equity and debt  securities
     and  money market instruments of domestic and foreign issuers. The fund  is
     managed by The Dreyfus Corporation.
     
     b.   DREYFUS STRATEGIC INCOME FUND
          -----------------------------

     This  investment  fund's goal is to maximize current  income  by  investing
     principally in debt securities of domestic and foreign issuers.   At  least
     65%  of  the  funds  total  assets ordinarily  will  be  invested  in  debt
     securities,  such as bonds, debentures, notes, mortgage-related securities,
     convertible debt obligations and convertible preferred stocks, of  domestic
     and foreign issues.  The fund is managed by The Dreyfus Corporation.

     c.   DREYFUS STRATEGIC INVESTING FUND
          --------------------------------

     This  investment  fund's goal is to provide capital  growth.   The  Dreyfus
     Strategic Investing Fund invests primarily in equity securities of domestic
     and  foreign  issuers  which would be characterized  as  "value"  companies
     according to the criteria established by The Dreyfus Corporation.  The fund
     is managed by The Dreyfus Corporation.
     
     d.   DREYFUS WORLDWIDE DOLLAR FUND
          -----------------------------
     
     This investment fund's goal is to provide as high a level of current income
     as  is  consistent with the preservation of capital and the maintenance  of
     liquidity.   The Dreyfus Worldwide Dollar Fund invests in short-term  money
     market obligations.  This fund is managed by The Dreyfus Corporation.
     
     e.   DREYFUS NEW LEADERS FUND
          ------------------------

     This  investment  fund's  goal is to maximize  capital  appreciation.   The
     Dreyfus  New  Leaders Fund seeks out companies that the Dreyfus Corporation
     believes have the potential for significant growth.  The fund is managed by
     The Dreyfus Corporation.
     
     f.   QUEST FOR VALUE OPPORTUNITY FUND
          --------------------------------
     
     This  investment  fund's goal is to obtain growth  of  capital  over  time
     through investments in a diversified portfolio of common stocks, bonds  and
     cash equivalents, the
                                        
                                        7
     
<PAGE>

     proportions  of  which  will  vary  based  upon  the  investment  advisor's
     assessment  of  the  relative  values of each investment  under  prevailing
     market  conditions.  The Quest for Value Opportunity Fund  will invest  
     primarily in common stocks and securities convertible  into  common stock.
     The fund is managed by Quest for Value Advisors.
     
     g.   AIM VALUE FUND
          --------------
     
     This  investment fund's goal is to achieve long-term growth of  capital  by
     investing  primarily in equity securities judged by the  fund's  investment
     advisor to be undervalued relative to the investment advisor's appraisal of
     the  current or projected earnings of the companies issuing the securities,
     or  relative  to  current market values of assets owned  by  the  companies
     issuing the securities or relative to the equity market generally.   Income
     is a secondary objective.  This fund is managed by AIM Advisors, Inc.
     
     h.   LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND
          ------------------------------------------------

     Assets  in  this  investment  fund  are invested  primarily  in  guaranteed
     investment contracts and alternative investment contracts issued by various
     insurance  companies, commercial banks and investment banks.  The  fund  is
     managed by the LaSalle National Trust, N.A.
     
     i.   STATION CASINOS, INC. COMMON STOCK FUND
          ---------------------------------------

     Amounts  in  this  investment fund are invested  in  an  unsegregated  fund
     holding shares of common stock of  Station Casinos, Inc.  Separate accounts
     are  established  to record each participant's interest in this  investment
     fund.   While  awaiting  settlement of investment  transactions,  the  fund
     invests amounts in Dreyfus Liquid Assets, Inc., a money market fund managed
     by  The  Dreyfus Corporation.  Dividends or other distributions  to  common
     stock shareholders will be used by the plan trustee to acquire additional 
     shares of common stock for the participants of the Station Casinos, Inc.
     Common Stock  Fund.   Any brokerage commissions or similar charges in  
     connection with  the purchase  or sale of shares of company stock under the
     Station Casinos, Inc. Common Stock fund will be reflected in the number 
     of shares purchased or the proceeds from common stock sold.
     
     PARTICIPANT ACCOUNTS
     --------------------

     The portion of a participant's account that is not vested is forfeited when
     the  participant terminates employment with the Company.  Forfeitures shall
     be  first used to reinstate prior forfeitures of participants who return to
     the  employment of the employer and then are used to reduce future employer
     contributions  to  the Plan.  Forfeitures for the year ended  December  31,
     1995 were $19,791.
     
     PAYMENT OF BENEFITS
     -------------------

     Upon  normal retirement or death, vested benefits from the Plan may be made
     in either the form of a lump sum distribution of the whole shares of common
     stock  credited to a participant's account and a lump sum cash  payment  of
     the  remainder of the participant's account or in a series of payments over
     a period not to extend beyond the life expectancy of the participant or the
     joint life expectancy of the participant and the participant's beneficiary.
     
     
                                        8
     
<PAGE>     
     
     Any  participant  who  terminates employment  with  the  Company  shall  be
     entitled  to receive the value the vested portion of his or her account  no
     later  than the sixtieth day after the close of the plan year in which  the
     participant terminates employment.
     
     Participants may withdraw from their account once they have attained  age
     59  1/2.   Participants may also withdraw from  their  account,  without
     regard to age, in the event of extreme hardship.

     ADMINISTRATION
     --------------

     The  Plan is administered by a committee designated by the Company's  Board
     of Directors (the "Administrative Committee").

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     a.   BASIS OF PRESENTATION
          ---------------------

           The  financial statements of the Plan are maintained  on  an  accrual
     basis.

     b.   PLAN EXPENSES
          -------------

           Legal,  management trust, administrative and accounting expenses  are
     paid  by  the Trust if not paid by the Company.  Payment of such  fees  are
     directed by the Administrative Committee.
     
     c.   INVESTMENTS
          -----------

           Investments are stated at their current market value measured by  the
     latest available quoted market prices in active markets.  Investment income
     is recorded as earned on a daily basis.

     d.   PARTICIPANT LOANS
          -----------------

           Subject  to  the  rules  and limitations contained  in  the  Plan,  a
     participant  is able to request a loan for an amount equal to  as  much  as
     $50,000, but not to exceed 50% of the vested amount credited to his or  her
     account.   At December 31, 1995 and 1994 there were outstanding participant
     loans   in  the  amount  of  $611,558  and  $385,026,  respectively,  which
     approximates  the  fair  value of the loans.  The  participant  loans  bear
     interest  at  prime  plus 1%, which for the year ended  December  31,  1995
     ranged  from  9.25%  to  10.00%.  The loans  require  equal  repayments  of
     principal  and  interest  (with payments not less than  quarterly)  over  a
     period not to exceed five years.

3.   BENEFITS PAYABLE
     ----------------

     Benefits  payable as of December 31, 1995 and December 31, 1994 were $5,062
     and  $40,459,  respectively.   These amounts are  included  in  net  assets
     available  for  plan benefits in the accompanying statements of  net assets
     available for plan benefits.

4.   TRUSTEE AND TRUST AGREEMENT
     ---------------------------

     As  of  December 31, 1995, the assets of the Plan were held by the  Dreyfus
     Trust Company ("the Trustee") under a Trust Agreement.  Among other duties,
     the Trustee receives the employee's contributions, invests the trust funds,
     and makes payments to
     
                                        9
                                        
<PAGE>

     plan  participants  as  directed  by  the  Administrative  Committee.   The
     recordkeeping function of the Plan is performed by The Dreyfus Service
     Corporation.
     
     In  February  1996,  the  Company  changed the  recordkeeping  and  trustee
     functions  to  W.F.  Corroon Corporation and The  Riggs  National  Bank  of
     Washington, D.C., respectively.  Several of the investment funds were  also
     changed.   The  new  investment funds are similar to the  investment  funds
     offered at December 31, 1995.

5.   INCOME TAX STATUS OF THE PLAN
     -----------------------------

     The  Internal Revenue Service has determined and informed the Company by  a
     letter  dated February 10, 1995, that the Plan is qualified and  the  Trust
     established under the Plan is tax-exempt, under the appropriate sections of
     the  Internal Revenue Code.  The Plan has been amended since receiving  the
     determination letter.  However, the Administrative Committee and the Plan's
     tax  counsel believe that the Plan is currently designed and being operated
     in  compliance  with  the applicable requirements of the  Internal  Revenue
     Code.   Therefore, they believe that the Plan was qualified and the related
     trust was tax-exempt as of the financial statement date.
     
6.   PLAN TERMINATION
     ----------------

     Although  it  has  not expressed any intent to do so, the Company  has  the
     right  under the Plan to discontinue its contributions at any time  and  to
     terminate  the  Plan  subject to the provisions of the Employee  Retirement
     Income   Security  Act  of  1974.   In  the  event  of  Plan   termination,
     participants will become 100% vested in their account balances.
     

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                        
                                        
                                           10
     

<PAGE>

                                              STATION CASINOS, INC.
                                                   401(k) Plan
                     Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                                            AS OF DECEMBER 31, 1995
                                                EIN # 88-0231933

                                                  SCHEDULE I

<TABLE>
<CAPTION>

                                                                                                    MARKET
DESCRIPTION                                                    OF UNITS           COST              VALUE
- - -----------                                                    --------           ----              -------
<S>                                                            <C>                <C>               <C>

DREYFUS GROWTH AND INCOME FUND                                  213,773           $3,596,057        $3,965,482
   The Dreyfus Corporation
DREYFUS STRATEGIC INCOME FUND                                    31,814              437,077           461,618
   The Dreyfus Corporation
DREYFUS STRATEGIC INVESTING FUND                                 83,253            1,846,547         1,726,666
   The Dreyfus Corporation
DREYFUS WORLDWIDE DOLLAR FUND                                     3,727                3,727             3,727
   The Dreyfus Corporation
DREYFUS NEW LEADERS FUND                                         24,614              861,560           920,301
   The Dreyfus Corporation
QUEST FOR VALUE OPPORTUNITY FUND                                  8,496              206,064           217,160
   Quest for Value Advisors
AIM VALUE FUND                                                    6,442              176,720           172,701
   AIM Advisors, Inc.
LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND              2,490,818            2,490,818         2,490,818
   La Salle National Trust, N.A.
STATION CASINOS, INC. COMMON STOCK FUND*                         39,037              527,263           538,734

LOAN ACCOUNT                                                    611,558              611,558           611,558
                                                                                 -----------       -----------
                                                                                 $10,757,391       $11,108,765
                                                                                 ===========       ===========

* Party in interest

</TABLE>
                                                              11

<PAGE>

                                              STATION CASINOS, INC.     
                                                   401(k) PLAN
                               Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
                                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                                   EIN # 88-0231933

                                                   SCHEDULE II

<TABLE>
<CAPTION>
                                                            PURCHASES                                SALES
                                                   -------------------------   ---------------------------------------------------

                                                     NUMBER OF                  NUMBER OF                ORIGINAL
DESCRIPTION                                        TRANSACTIONS      COST      TRANSACTIONS   PROCEEDS     COST        GAIN (LOSS)
- - -----------                                        ------------      ----      -------------  --------   ---------     -----------
<S>                                                <C>            <C>          <C>            <C>        <C>          <C>
DREYFUS GROWTH AND INCOME FUND                          110        $875,628          122       $546,014   $520,168    $25,846

DREYFUS STRATEGIC INVESTING FUND                         91        $530,463           -        $   -      $     -     $   -

DREYFUS WORLDWIDE DOLLAR FUND                            60      $1,985,821           80     $1,982,095 $1,982,095    $   -

DREYFUS NEW LEADERS FUND                                121        $540,309           -        $   -      $     -     $   -

LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND        151      $1,022,207          120      $ 454,220   $454,220    $   -

STATION CASINOS, INC. COMMON STOCK FUND                 369        $882,537          178      $ 729,842   $713,578    $16,264

LOAN ACCOUNT                                             33        $421,366           -       $    -      $      -    $   -


</TABLE>     
                                                                12
<PAGE>
     
     
     
     
                                  EXHIBIT INDEX
                                        
                                        
Exhibit Number      Description
- - --------------      -----------

23.1                Consent Of Independent Public Accountants


<PAGE>

                                    SIGNATURE
                                        
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.



Date:  June 21,1996           STATION CASINOS, INC. 401(k)PLAN


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


<PAGE>

                                  Exhibit 23.1
                         Consent of Arthur Andersen LLP
                                        
                                        
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------
                    
                                        
As independent public accountants, we hereby consent to the incorporation of 
our report included in this Form 11-K, into the Company's previously filed 
registration statements on Form S-8 (File No. 33-70342) and on Form S-8 
(File No. 33-63752).




                                   Arther Andersen LLP
Las Vegas, Nevada
June 21, 1996






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