EXHIBIT 10.10
                                                             TO HOLLYWOOD PARK'S
                                                        JUNE 30, 1996, FORM 10-Q

                 AMENDMENT NO. TWO TO BUSINESS LOAN AGREEMENT

     This Amendment No. Two (the "Amendment") dated as of July 1, 1996, is
between Bank of America National Trust and Savings Association (the "Bank") and
Hollywood Park, Inc. (the "Borrower").

                                 RECITALS
                                 --------

     A.  The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of April 14, 1995, as modified by an amendment dated as of
April 30, 1996 (as amended, the "Agreement").

     B.  The Bank and the Borrower desire to further amend the Agreement.

                                 AGREEMENT
                                 ---------

     1.  Definitions.  Capitalized terms used but not defined in this Amendment
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shall have the meaning given to them in the Agreement.

     2.  Amendments.  The Agreement is hereby amended as follows:
         ----------                                              

          2.1  In Paragraph 2.2, the date "July 1, 1996" is amended to read
     "September 1, 1996."

          2.2  Subparagraph 2.4(b) is amended and restated in its entirety to
     read as follows:

               "(b)  The Borrower will repay the principal amount outstanding on
          the Expiration Date Facility No. 2 in eighty-four successive equal
          monthly installments starting October 1, 1996.  On September 1, 2003,
          the Borrower will repay the remaining principal balance plus any
          interest then due."

     3.  Representations and Warranties.  When the Borrower signs this
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Amendment, the Borrower represents and warrants to the Bank that:  (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, except that 

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the Borrower has notified the Bank that it may not be in compliance with the
provisions of Paragraph 7.4 A. of the Agreement, as of June 30, 1996, (b) the
representations and warranties in the Agreement are true as of the date of this
Amendment as if made on the date of this Amendment, (c) this Amendment is within
the Borrower's powers, has been duly authorized, and does not conflict with any
of the Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which the Borrower is bound.

     4.  Effect of Amendment.  Except as provided in this Amendment, all of the
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terms and conditions of the Agreement shall remain in full force and effect.

     This Amendment is executed as of the date stated at the beginning of this
Amendment.

                               BANK OF AMERICA NATIONAL TRUST AND 
                               SAVINGS ASSOCIATION

                               By: /s/ Sheryl Bond
                                  ---------------------------
                                  Sheryl Bond, Vice President

                               HOLLYWOOD PARK, INC.

                               By: /s/ R.D. Hubbard
                                  ---------------------------
                                  R.D. Hubbard, Chairman of the
                                  Board and Chief Executive Officer

                               By: /s/ G. Michael Finnigan
                                  ---------------------------
                                  G. Michael Finnigan,
                                  Executive Vice President and
                                  Chief Financial Officer


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