ALBRIGHT, STODDARD, WARNICK
  & ALBRIGHT
G. MARK ALBRIGHT 
Nevada Bar No. 001394
WILLIAM H. STODDARD, ESQ.
Nevada Bar No. 001477
Quail Park Suite D-4
801 South Rancho Drive
Las Vegas, NV  89106
Telephone:  702/384-7111

Liaison Counsel for Plaintiffs

[Additional counsel appear on signature page.]


                          DISTRICT COURT

                       CLARK COUNTY, NEVADA


VICTOR M. OPITZ, DAVID M. BAUM,     ) Civ. No. A363019
MELVYN KINDER, STEVEN LENCH, GARY   ) [filed Aug. 16, 1996]
THOMPSON, CAPITAL MANAGEMENT        ) CLASS ACTION
CONSULTANTS, INC., JOHN DeANGELIS,  )
JOSEPH B. GOULD, TRUSTEE, DEBORAH   )
NOVOTNY, JOSEPH D. KOLENDA, MICHAEL )
BLAKE, STEVE DEVINCENZI, RONALD     )
SALVEMINI, ANNA LAU, MICHAEL        )
SALVEMINI, CYNTHIA A. WONG, JOSEPH  )
MOLLICA, GARY L. FIORE, TIMOTHY     ) CLASS ACTION COMPLAINT FOR
VAGANKA, LINDA EARNEST, KATHRYN     ) VIOLATION OF N.R.S.
GRELECKI, STUART H. RUDOLPH and     ) §§90.570 AND 90.660, §§11
LARRY RUDOLPH, DONALD BRUSCHERA and ) AND 15 OF THE SECURITIES
MARINO FIORE, On Behalf of          ) ACT OF 1933, NEGLIGENT
Themselves and All Others Similarly ) MISREPRESENTATION AND
Situated,                           ) INTENTIONAL
                                    ) MISREPRESENTATION
                    Plaintiffs,     )
     vs.                            )
                                    )
ROBERT E. STUPAK, LYLE A. BERMAN,   )
STANLEY TAUBE, GRAND CASINOS, INC., )
and STRATOSPHERE CORPORATION,       )
                                    )
                    Defendants.     ) Plaintiffs Demand A
____________________________________) Trial By Jury





     Plaintiffs, by their undersigned attorneys, for their class

action complaint against defendants, allege as follows:

                        NATURE OF ACTION

     1.   This is an action for violation of federal securities

laws and Nevada statutory and common law asserted on behalf of all

persons, other than defendants and their affiliates, who purchased

the common stock and/or call options of Stratosphere Corporation

("Stratosphere" or the "Company") during the period December 19,

1995 through July 22, 1996, inclusive (the "Class Period"), and

were harmed thereby.  Prior to the Class Period, defendants

embarked on a fraudulent scheme and course of business that

operated as a fraud and deceit on purchasers of Stratosphere stock,

which operated to artificially inflate the price of Stratosphere

common stock.

     2.   Stratosphere owns and operates the Stratosphere Tower,

Casino & Hotel (the "Tower") in Las Vegas, Nevada.  The Tower

concept was conceived in early 1989.  Construction began in

February 1992.  Stratosphere was formed in January 1993 to continue

the development and construction of the Tower.  Phase I of the

Tower construction, leading up to the Tower opening to the public

in April 1996, was represented to have been funded from the

proceeds of the Company's initial public offering ("IPO") of common

stock and warrants in February 1994, from the proceeds of a $203


                               - 1 -




million mortgage note offering in March 1995, and from $34 million

of net proceeds from the exercise of warrants issued on the IPO.

     3.   At the beginning of the Class Period, on December 19,

1995, Stratosphere registered and sold 10 million shares of common

stock (plus 1,260,000 shares 10 days later under the over allotment

option) at a price to the public of $8.00 per share.  The

prospectus issued in connection with the offering represented that

Phase I of the Tower would be operational in April 1996 and was

funded completely from the proceeds of the IPO and the note

offering, along with proceeds from warrant exercises.  The

prospectus represented that the proceeds of the December 19, 1995

stock offering would be used to fund Phase II of the development,

which consisted largely of an expansion to the hotel and casino

portions of the Tower.

     4.   Prior to the offering and in the prospectus, defendants

represented that the Tower would be a "must see" resort destination

in Las Vegas, providing exciting gaming and nongaming activities,

including thrill rides, observation decks and shops, attracting as

many as 6 million tourists and Las Vegas residents per year.  As a

result of the positive representations about the Tower's prospects

for success, Stratosphere was able to sell stock in the December

1995 offering and Stratosphere's stock price continued to trade at

prices as high as $14 per share.  Contributing to investor's


                               - 2 -




confidence in defendants' ability to successfully complete the

development of the Tower, defendants Grand Casinos, Inc. ("Grand

Casinos"), the Company's largest shareholder, Lyle Berman

("Berman"), the chief executive officer both of Stratosphere and of

Grand Casinos, and Stanley Taube ("Taube"), a director of

Stratosphere and the vice president and a director of Grand

Casinos, purchased 1 million shares, 500,000 shares, and 100,000

shares, respectively, of Stratosphere stock registered and sold

pursuant to the offering on December 19, 1995.

     5.   Contrary to defendants' positive representations about

Stratosphere's finances and prospects, the December 19, 1995

offering was undertaken because defendants knew that the

construction of the Tower was incurring massive cost overruns and

technical development problems such that, absent the more than $80

million in proceeds of the December 19, 1995 offering, Stratosphere

would not have enough money to complete the Phase I construction

and place the Tower into operation.  Thus, contrary to defendants'

representations in the prospectus, the proceeds of the offering

would not be used entirely for Phase II expansion of the Tower, but

rather were desperately needed to place the Tower into operation in

the first instance.  Defendants also knew that in light of the

massive capital costs required to complete the project --

significantly higher than they were representing -- the likelihood


                               - 3 -




of a profitable return was virtually impossible, and that as funds

were depleted, the likelihood of the Phase II expansion being

completed, which would enhance the profitmaking ability of the

project, was slim at best.  While investors took the stock

purchases of Grand Casinos, Berman and Taube to be indicative of

their confidence in the project, Berman and Taube helped boost the

stock price of Stratosphere only to turn around and sell nearly $50

million worth of Grand Casinos stock that they owned approximately

2 months later, which stock price was inflated as a result of the

significant strength of Stratosphere's stock price and the nearly

50% ownership of Stratosphere by Grand Casinos.  Thus, Berman and

Taube manipulated upward the value of Grand Casinos stock for their

personal benefit by purchasing comparatively small amounts of

Stratosphere's stock.

     6.   Also during the Class Period, defendant Robert E. Stupak

("Stupak") sold at least 829,000 shares of Stratosphere stock that

he owned or through corporations he solely owned, pocketing

proceeds of more than $7.2 million.  In addition, as many as 1.7

million shares of stock owned by Stupak were sold out of an escrow

account during the Class Period created to cover obligations to

Vegas World Hotel and Casino vacation package owners.  Moreover,

Stupak was able to pledge 2 million shares of Stratosphere stock to

secure loans from certain margin accounts, which loans were called


                               - 4 -




and repaid by the sale of more than 640,000 shares after

Stratosphere's stock price plummeted on July 22, 1996.

     7.   Following the Tower's opening on April 29, 1996,

defendants continued to mislead the market about the Tower's

success, representing that things were going well and that they

were pleased with the gambling operations and spectator

attractions, all in an attempt to support the price of Stratosphere

stock.  Nevertheless, defendants knew that the Tower's revenues

were extremely disappointing even as costs continued to skyrocket.

Defendants therefore began to manage downward the public's

expectations for Stratosphere's operations in communications with

securities analysts until July 22, 1996, when Stratosphere revealed

that for the three month period ending June 30, 1996, the Company

incurred a huge loss of $11.1 million on net revenues of $29.9

million.  Stratosphere also issued a balance sheet which showed

that cash and cash equivalents, combined with restricted cash and

cash equivalents from the note offering, which had exceeded $200

million at December 31, 1995, had shrunk to less than $31 million

by June 30, 1996.  When the shocking facts concerning the Tower's

first full quarter of operations were revealed on July 22, 1996,

Stratosphere stock collapsed by 24%, to $3-1/2 per share, on volume

of 5.2 million shares, a 72% decline since the Tower's opening on

April 29, 1996.  One securities analyst projects the stock price


                               - 5 -




will approach zero.  Defendant Stupak was forced to resign as

chairman and as a member of the Board.

     8.   The Company has since revealed that by the end of

September 1996, it likely will default under a capital lease

entered into in early May, which would permit the lender to

accelerate indebtedness under the $37.5 million lease.  If

accelerated, the Company has no current ability to repay the

indebtedness.  Such a default would also constitute a default under

Stratosphere's $203 million First Mortgage Note Indenture.  As of

June 30, 1996, only 12 shops had been opened in the retail center.

The rollercoaster had only operated for parts of 28 days.  As of

June 30, 1996, Phase I still had funding requirements of $24.8

million, and estimated costs, not to build, but to complete Phase

II construction were an additional $142 million.  The planned

gorilla ride is considered highly unlikely and the proposed

aquarium has been cancelled.

                     JURISDICTION AND VENUE

     9.   Plaintiffs bring this action pursuant to §§11 and 15 of

the Securities Act of 1933 ("1933 Act"), 15 U.S.C. §§77k and 77o,

N.R.S. §§90.570, 90.660 and 90.660.4 and common law principles of

negligent and intentional misrepresentation as a result of false

and/or misleading statements defendants made to the marketplace in


                               - 6 -




connection with the public trading of Stratosphere's common stock

during the Class Period.

     10.  This Court has jurisdiction in this action pursuant to

§22 of the 1933 Act, 15 U.S.C. §77v, and over the state law causes

of action asserted in the Complaint pursuant to the Nevada

Constitution, Art. 6, §6, and under the general jurisdiction of the

trial court, because this case is a cause not given by statute to

other trial courts.

     11.  Venue is proper in this Court.  A substantial part of the

events and omissions giving rise to the claims alleged herein,

including the making and dissemination of the various public

statements and reports that contained materially false and

misleading information, occurred in Las Vegas, Nevada.  Moreover,

Stratosphere's corporate headquarters and executive offices are

located in Las Vegas, Nevada, and defendant Stupak is a resident of

Nevada.  Plaintiffs Steve Devincenzi, Joseph B. Gould, Capital

Management Consultants, Inc. and Marino Fiore live in and are

citizens of Nevada.

                           THE PARTIES

     12.  (a)  Plaintiff Victor M. Opitz purchased 1,500 shares of

Stratosphere common stock on April 29, 1996, at $12-3/4 per share

and has been damaged as a result of defendants' conduct as

described herein.


                               - 7 -




          (b)  Plaintiff David M. Baum purchased 3,900 shares of

Stratosphere common stock on January 4, 1996, at $9-5/8 per share,

7,000 shares on February 27, 1996, at $10-7/8 per shares and 1,000

shares on February 27, 1996, at $11-1/8 per share and has been

damaged as a result of defendants' conduct as described herein.

          (c)  Plaintiff Melvyn Kinder purchased 2,000 shares of

Stratosphere common stock on April 24, 1996, at $12-7/8 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (d)  Plaintiff Steven Lench purchased 1,000 shares of

Stratosphere common stock on April 29, 1996, at $12-7/8 per share,

and 1, 000 shares on April 30, 1996, at $10-3/4 per share and has

been damaged as a result of defendants' conduct as described

herein.

          (e)  Plaintiff Gary Thompson purchased 2,000 shares of

Stratosphere common stock on April 22, 1996, at $13-3/8 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (f)  Plaintiff Capital Management Consultants, Inc.,

located in Nevada, purchased 500 shares of Stratosphere common

stock on May 24, 1996, at $7-7/8 per share, 2,500 shares on May 28,

1996, at $8-1/8 per share, 3,000 shares on June 20, 1996, at $6-3/4

per share, and 2,000 shares on June 27, 1996, at $6 per share and


                               - 8 -




has been damaged as a result of defendants' conduct as described

herein.

          (g)  Plaintiff John DeAngelis purchased 10,000 shares of

Stratosphere common stock on June 18, 1996, at $6-7/8 per share and

has been damaged as a result of defendants' conduct as described

herein.

          (h)  Plaintiff Joseph B. Gould, Trustee, a resident of

Nevada, purchased 500 shares of Stratosphere common stock on April

29, 1996, at $12 per share, 500 shares on April 29, 1996, at

$12-1/2 per share, 1,000 shares on May 2, 1996, at $12 per share,

1,000 shares on May 21, 1996, at $9-1/8 per share, 1,000 shares on

June 24, 1996, at $6-3/4 per share, and 1,000 shares on July 2,

1996, at $6 per share and has been damaged as a result of

defendants' conduct as described herein.

          (i)  Plaintiff Deborah Novotny purchased 1,050 shares, on

the offering, of Stratosphere common stock on December 19, 1995, at

$8 per share, 950 shares, in the after-market, on December 19,

1995, at $8 per share and has been damaged as a result of

defendants' conduct as described herein.

          (j)  Plaintiff Joseph D. Kolenda purchased 1,750 shares,

on the offering, of Stratosphere common stock on December 19, 1995,

at $8 per share, 250 shares, in the after-market, on December 19,


                               - 9 -




1995, at $8 per share and has been damaged as a result of

defendants' conduct as described herein.

          (k)  Plaintiff Michael Blake purchased 2,000 shares of

Stratosphere common stock on March 4, 1996, at $11-3/8 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (l)  Plaintiff Joseph Mollica purchased 2,044 shares of

Stratosphere common stock on April 26, 1996 at approximately

$11-7/8 per share and has been damaged as a result of defendants'

conduct as described herein.

          (m)  Plaintiff Steve Devincenzi, a resident of Nevada,

purchased 100 shares of Stratosphere common stock on February 23,

1996, at $11-7/8 per share and has been damaged as a result of

defendants' conduct as described herein.

          (n)  Plaintiff Ronald Salvemini purchased 100 shares of

Stratosphere common stock on April 17, 1996, at $12 per share, and

700 shares on April 19, 1996 at $13-1/8 per share and has been

damaged as a result of defendants' conduct as described herein.

          (o)  Plaintiff Anna Lau purchased 100 shares of

Stratosphere common stock on April 23, 1996, at $13-3/8 per share

and has been damaged as a result of defendants' conduct as

described herein.


                              - 10 -




          (p)  Plaintiff Michael Salvemini purchased 400 shares of

Stratosphere common stock on April 30, 1996, at $10-1/2 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (q)  Plaintiff Cynthia A. Wong purchased 800 shares of

Stratosphere common stock on June 21, 1996, at $6-9/16 per share,

and 200 shares on June 21, 1996, at $6-5/8 per share and has been

damaged as a result of defendants' conduct as described herein.

          (r)  Plaintiff Gary L. Fiore purchased 2,000 shares of

Stratosphere common stock on April 8, 1996, at $10-3/4 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (s)  Plaintiff Timothy Vaganka purchased 500 shares of

Stratosphere common stock on April 9, 1996, at $11-1/4 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (t)  Plaintiff Linda Earnest purchased 1,000 shares of

Stratosphere common stock on April 9, 1996, at $11-1/4 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (u)  Plaintiff Kathryn Grelecki purchased 100 shares of

Stratosphere common stock on December 19, 1995, at $8-3/8 per

share, 100 shares of Stratosphere common stock on December 20,


                              - 11 -




1995, at $9-1/8 per share, 500 shares of Stratosphere common stock

on January 18, 1996, at $9-7/8 per share, 300 shares of

Stratosphere common stock on January 22, 1996, at $10-1/8 per

share, 500 shares of Stratosphere common stock on January 23, 1996,

at $11 per share, 500 shares of Stratosphere common stock on

January 24, 1996, at $11 per share, 500 shares of Stratosphere

common stock on January 29, 1996, at $11 per share, 500 shares of

Stratosphere common stock on February 13, 1996, at $11-7/8 per

share, 500 shares of Stratosphere common stock on February 14,

1996, at $12-1/4 per share, 1,000 shares of Stratosphere common

stock on April 10, 1996, at $11-3/4 per share, and 1,000 shares of

Stratosphere common stock on July 30, 1996, at $4 per share, and

has been damaged as a result of defendants' conduct as described

herein.  Plaintiff Grelecki also purchased Stratosphere call

options on April 17, 1996, April 19, 1996, and April 30, 1996, and

has been damaged as a result of defendants' conduct as described

herein.

          (v)  Plaintiffs Stuart H. Rudolph and Larry Rudolph

purchased 500 shares of Stratosphere common stock on February 14,

1996, at $11-7/8 per share, 1,000 shares on April 10, 1996, at

$11-1/2 per share, and 500 shares on April 11, 1996, at $11-3/8 per

share and have been damaged as a result of defendants' conduct as

described herein.


                              - 12 -




          (w)  Plaintiff Donald Bruschera purchased 200 shares of

Stratosphere common stock on April 10, 1996, at $11-7/8 per share

and has been damaged as a result of defendants' conduct as

described herein.

          (x)  Plaintiff Marino Fiore, a resident of Nevada,

purchased 15,000 shares on April 8, 1996, at approximately $10-3/4

per share and 5,000 shares on May 21, 1996, at approximately $8-5/8

per share and has been damaged as a result of defendants' conduct

as described herein.

     13.  Defendant Stratosphere is a Delaware corporation that

maintains its principal executive offices at 2000 Las Vegas

Boulevard South, Las Vegas, Nevada 89104.  Its stock trades on the

NASDAQ National Market System ("NASDAQ") under the symbol "TOWV."

The Company is owned 42.6% by Grand Casinos Resorts, Inc. which is

a wholly owned subsidiary of defendant Grand Casinos.  Stratosphere

owns and operates the Tower, a 1,149 foot, freestanding observation

tower with integrated casino, hotel and entertainment facilities in

Las Vegas, Nevada.  The Tower opened to the public on April 29,

1996.

     14.  (a)  Defendant Grand Casinos, the Company's largest

shareholder, owns and/or manages casinos in Mississippi, Minnesota

and Louisiana, and supervised the Tower's development through its

opening.


                              - 13 -




          (b)  In connection with the offering in March 1995 of

Stratosphere's 14-1/4% First Mortgage Notes due 2002, Grand Casinos

provided a completion guarantee under which Grand Casinos was

committed, subject to certain qualifications, to complete the

Minimum Facilities (as defined) of Stratosphere so that it becomes

Operating (as defined) and to pay project costs owing prior to

completion, up to a maximum of $50 million.  Grand Casinos also

provided a standby equity commitment pursuant to which it agreed to

purchase up to $20 million of additional equity of the Company

during each of the first three years Stratosphere is operating if

the Company's Consolidated Cash Flow (as defined) does not reach

$50 million, subject to certain terms and conditions.

          (c)  Members of Grand Casinos' management team were

involved in the planning and design of the Tower, and participate

in the management of Stratosphere.

     15.  (a)  At all relevant times herein, defendant Robert E.

Stupak ("Stupak") was Chairman of the Board of Directors of

Stratosphere.  Because of defendant Stupak's position with the

Company, he had access to the adverse non-public information about

Stratosphere's finances, and had access to internal corporate

documents (including the Company's operating plans, budgets and

forecasts and reports of actual operations compared thereto).


                              - 14 -




               (i)  During the Class Period, defendant Stupak was

President, Chief Executive Officer and sole shareholder of Bob

Stupak Enterprises, Inc. ("BSE"), a privately-held entity

controlled by Stupak.  As of April 1996, Stupak owned or controlled

8,494,596 shares of Stratosphere common stock, either directly or

through BSE or Dine Out Corp. ("Dine Out"), a Nevada corporation of

which defendant Stupak is the sole shareholder.  During the Class

Period, Stupak sold, either personally or through BSE or Dine Out,

at least 829,000 shares of Stratosphere common stock at prices

ranging from $6-3/8 to $11-3/4 per share, and pocketed proceeds

from these sales in excess of $7.2 million.  Moreover, defendant

Stupak caused BSE and Dine Out to pledge 2,000,000 shares of

Stratosphere stock to PaineWebber, Inc., in March 1996 to secure

loans from certain margin accounts, which loans were called on July

22, 1996, and repaid by the sale of 641,000 shares for $2.1

million.

               (ii)  Defendant Stupak was the sole owner of the

Vegas World Hotel and Casino ("Vegas World").  In 1991, Vegas World

and Stupak entered into a stipulation and order with the Nevada

Gaming Board, without admitting any of the allegations, regarding

a complaint filed by the Nevada Gaming Board alleging, among other

things, that certain Vegas World promotional materials were false

and misleading and that Vegas World had modified certain gaming


                              - 15 -




devices without approval.  The stipulation required the payment of

a $125,000 fine, prohibited the distribution of ambiguous or

misleading advertising in connection with vacation packages,

required the establishment of a customer complaint resolution

committee and certain other matters.

               (iii)  As part of the agreements transferring control

of Vegas World to Stratosphere, defendant Stupak assumed certain

obligations to Vegas World customers who had purchased and held

outstanding vacation packages.  Stupak was required to place shares

of Stratosphere stock owned by him into escrow as security for the

outstanding package obligations.  Seven million shares of Stupak's

stockholdings in Stratosphere were escrowed to secure this personal

debt, and as of June 20, 1996, approximately 1.7 million of these

shares had been sold to satisfy outstanding package obligations,

most or all of which shares were sold during the Class Period.

This was yet another reason why Stupak had an enormous motive to

inflate the stock price of Stratosphere common stock: so that his

personal debt could be paid with fewer shares of his Stratosphere

stock.  While it has never been publicly revealed at what price the

escrowed shares were sold, they clearly were sold for many millions

of dollars, personally benefiting defendant Stupak.

          (b)  Defendant Lyle A. Berman ("Berman") is and has been

at all relevant times Chief Executive Officer and a director of


                              - 16 -




Stratosphere and signed the Registration Statement for

Stratosphere's December 19, 1995 public offering.  Defendant Berman

is also Chief Executive Officer and Chairman of the Board of

Directors of Grand Casinos.  Because of defendant Berman's position

with the Company, he had access to the adverse non-public

information about Stratosphere's finances, and had access to

internal corporate documents (including the Company's operating

plans, budgets and forecasts and reports of actual operations

compared thereto).  As part of the offering on December 19, 1995,

defendant Berman purchased 500,000 shares of the registered

Stratosphere shares at a price of $7.52 per share, for a total

purchase price of $3,760,000.  However, on December 21, 1995,

Berman disposed of 135,000 shares of Grand Casinos stock at $22.42

per share, for proceeds of $3,295,700, and sold 1 million shares of

Grand Casinos stock on February 20, 1996, at a price of $32.25 for

proceeds of $32,250,000.  Because Grand Casinos owned nearly 50% of

Stratosphere, its stock price was inflated along with

Stratosphere's stock price.

          (c)  Defendant Stanley M. Taube ("Taube") is a director

of Stratosphere and signed the Registration Statement for

Stratosphere's December 19, 1995 public offering.  In addition,

defendant Taube is a vice president and director of Grand Casinos.

Defendant Taube purchased 100,000 shares on the December 19, 1995


                              - 17 -




Stratosphere offering at $7.52 per share, or a total of $752,000.

However, on February 20, 1996, Taube sold 500,000 shares of Grand

Casinos stock at $32.25 per share for proceeds of $16,125,000.

          (d)  The defendants named in ¶15(a)-(c) are referred to

herein as the "Individual Defendants."

     16.  Defendants Stupak, Berman and Taube are liable as direct

participants in the wrongs complained of herein.  Additionally,

because of their involvement in the daily business of Stratosphere

and their positions of control and authority, the Individual

Defendants and Grand Casinos were able to and did control the

contents of the various reports, press releases and the statements

of Stratosphere and were "controlling persons" of Stratosphere

within the meaning of §15 of the 1933 Act.  Grand Casinos was also

a controlling person of Berman.  As officers or directors of a

publicly held company, the Individual Defendants had a duty to

promptly disseminate and/or ensure the prompt dissemination of

accurate and truthful information about Stratosphere's operations,

prospects and financial status and to promptly correct any public

statements issued by Stratosphere or by any source which had become

false or misleading.

     17.  Because of their positions with the Company, the

individual Defendants controlled the contents of Stratosphere's

quarterly and annual reports, filings with the SEC, financial


                              - 18 -




statements, press releases and presentations to securities

analysts.  They were responsible for the major decisions involving

Stratosphere.  The Individual Defendants were provided with copies

of the Company's reports, financials and press releases alleged

herein to be misleading prior to or shortly after their issuance.

Because of their positions and access to material non-public

information available to them but not the public, defendants knew

that the adverse facts specified herein had not been disclosed to

and were being concealed from the public and thus knew that the

positive representations which were being made were then false and

misleading.  As a result, defendants are responsible for the

accuracy of the public reports and releases detailed herein and are

therefore responsible and liable for the representations contained

therein.

     18.  Defendants engaged in the wrongful conduct alleged herein

so that they could inflate the price of the Company's stock in

order to: (a) allow Stupak to sell a substantial portion of his

Stratosphere stock holdings and escrowed stock at artificially

inflated prices; (b) complete a substantial offering of

Stratosphere common stock during the Class Period; (c) allow Berman

and Taube to sell a substantial portion of their Grand Casinos

holdings at artificially inflated prices; (d) enhance the value of

the defendants' stock holdings, options and warrants in


                              - 19 -




Stratosphere; and (e) protect and enhance their executive positions

and the substantial compensation and prestige they obtained

thereby.

                  PLAINTIFFS' CLASS ALLEGATIONS

     19.  The named plaintiffs bring this action as a class action

pursuant to Rule 23(a) and (b)(3) of the Nevada Rules of Civil

Procedure on behalf of a class (the "Class") consisting of all

persons who purchased the common stock and/or call options of

Stratosphere during the period December 19, 1995 through July 22,

1996, inclusive.  Excluded from the Class are the defendants,

members of the Individual Defendants' families, any entity in which

defendants have a controlling interest or which is a parent,

subsidiary or affiliate of or is controlled by any of the

defendants, and the officers, directors, employees, affiliates,

agents, legal representatives, heirs, predecessors, successors and

assigns of any of the defendants.

     20.  Members of the Class are so numerous and geographically

dispersed that joinder of all Class members is impracticable.  As

of March 8, 1996, there were approximately 57.5 million shares of

common stock outstanding.  During the Class Period, several million

shares of Stratosphere common stock were traded on the NASDAQ, an

open and efficient market.


                              - 20 -




     21.  Plaintiffs will fairly and adequately protect the

interests of the members of the Class and have retained counsel

competent and experienced in class and securities litigation.

     22.  Plaintiffs' claims are typical of the claims of the

members of the Class as plaintiffs and all members of the Class

sustained damages arising out of defendants' wrongful conduct in

violation of law, as complained of herein.

     23.  A class action is superior to other available methods for

the fair and efficient adjudication of this controversy because

joinder of all Class members is impracticable.  Furthermore, as the

damages suffered by individual Class members may be relatively

small, the expense and burden of individual litigation make it

impossible for the Class members to individually redress the wrongs

done to them.

     24.  There are questions of law and fact common to this Class

which predominate over any questions solely affecting individual

members of the Class.  Among the questions of law and fact common

to this Class are:

          (a)  Whether the federal securities laws were violated by

defendants' acts as alleged herein;

          (b)  Whether Nevada laws were violated by defendants'

acts as alleged herein;


                              - 21 -




          (c)  Whether defendants participated in and pursued the

course of business complained of herein;

          (d)  Whether documents, including those disseminated to

the investing public during the Class Period, omitted and/or

misrepresented material facts about the business affairs and future

prospects of Stratosphere;

          (e)  Whether the defendants acted willfully or recklessly

in omitting to state and/or misrepresenting material facts;

          (f)  Whether the market price of Stratosphere common

stock during the Class Period was artificially inflated due to the

nondisclosure and/or misrepresentations complained of herein; and

          (g)  Whether the members of the Class have sustained

damages, and, if so, what is the proper measure of damages.

     25.  Plaintiffs know of no difficulty which will be

encountered in the management of this litigation which would

preclude its maintenance as a class action.

                  DEFENDANTS' FRAUDULENT SCHEME
                      AND COURSE OF BUSINESS

     26.  Each of the defendants is liable as a participant in a

fraudulent scheme and course of business that operated as a fraud

or deceit on purchasers of Stratosphere stock and/or call options,

including the making of false and misleading statements and/or the

concealment of material adverse facts.  The scheme: (i) deceived


                              - 22 -




the investing public regarding Stratosphere's business; (ii)

artificially inflated the price of Stratosphere stock; (iii) caused

plaintiffs and other members of the Class to purchase Stratosphere

stock at inflated prices; (iv) permitted defendant Stupak to sell

829,000 shares of Stratosphere stock as high as $11-3/4 per share,

pocketing $7.2 million and to sell escrowed shares at inflated

prices; and (v) permitted defendants Berman and Taube to sell or

dispose of 1,135,000 and 500,000 shares, respectively, of their

Grand Casinos stockholdings at prices as high as $32.25, for

proceeds of approximately $50,000,000.  Moreover, defendant Stupak

caused BSE and Dine Out to pledge 2,000,000 shares of Stratosphere

stock to PaineWebber, Inc., in March 1996 to secure loans from

certain margin accounts, which loans were called on July 22, 1996,

and repaid by the sale of 641,000 shares for $2.1 million.

                           BACKGROUND

     27.  Stratosphere was formed in January 1993 for the purpose

of completing the development and construction of, and thereafter

owning and operating, the Tower.  In November 1993, Grand Casinos

bought a one-third share of Stratosphere and an option for majority

interest.  In June 1994, the Company acquired the option to

purchase Vegas World, owned by defendant Stupak, and in November

1994 exercised that option.


                              - 23 -




     28.  The Company stated that the Tower would be a "major

destination resort containing a fully integrated casino/hotel,

observation tower and entertainment complex located at the north

end of the Las Vegas Strip."  As a result of the Tower's physical

presence rising above the Las Vegas skyline and its gaming and

entertainment facilities, defendants stated that they had created

a "unique, highly visible destination attraction" for both visitors

to and residents of Las Vegas.

     29.  On November 15, 1995, Stratosphere announced that it

would offer 10 million shares of its stock to the public.  In

announcing the public offering, the proceeds of which would be used

to finance a Phase II expansion of the Tower project, a

Stratosphere officer stated: "It [recent stock gains] was giving

us an indication that the market has a lot of faith in the

project. . . .  I think it's real good timing."

     30.  By December 1995, Stratosphere, Berman and Stupak had

primed the market to expect that the Tower would be a huge success

once it opened in April 1996.  Defendants continued to foster this

impression, which was accomplished through the issuance of false

and misleading statements as set forth below.


                              - 24 -




                 FALSE OR MISLEADING STATEMENTS
                     DURING THE CLASS PERIOD

     31.  The statements set forth at ¶¶28-29 above were alive,

uncorrected and part of the total mix of information affecting

Stratosphere's stock price on December 19, 1995.

     32.  On December 19, 1995, the Company sold 10 million shares

of stock for $75.2 million.  Of these shares, 8.4 million were sold

at $8 per share in a public offering underwritten by BT Securities

Corporation and Montgomery Securities, resulting in net proceeds to

the Company, after underwriting discounts, of $7.52 per share.  The

remaining 1.6 million shares were sold directly by the Company for

$7.52 per share to affiliates as follows: one million shares to

Grand Casinos; 500,000 shares to defendant Berman, the Company's

CEO; and 100,000 shares to defendant Taube, a director of

Stratosphere and vice president and a director of Grand Casinos.

     33.  The Registration Statement for the offering stated that

the first phase of the Tower project would include the Tower, a

hotel with approximately 1,500 rooms and suites, a 97,000 square

foot casino, a 160,000 square foot second level with a 90,000

square foot Entertainment Center, a 250-seat entertainment lounge,

and parking for 4,000 cars ("Phase I").  Phase I was represented to

be completed in April 1996 and was funded from equity contributions

including the IPO, as well as from the $203 million note offering


                              - 25 -




and the exercise of warrants issued on the IPO.  The net proceeds

of the offering would be used to expand the Tower -- Phase II -- by

an estimated 1,000 rooms and suites -- for a total of 2,500 rooms

-- expand the retail center, add pool and spa facilities and

provide additional parking for 500 vehicles.  The Registration

Statement represented that management believed that its

construction budget for both Phases I and II, detailed in the

Registration Statement, was reasonable although there could be no

assurance with respect thereto.  The Registration Statement

represented that management believed that, after commencement of

operations, Stratosphere would be able to generate sufficient cash

flow to meet expenses, although there could be no assurance with

respect thereto.

     34.  The Registration Statement also stated that Stratosphere

planned a third thrill ride at the Tower featuring a gorilla that

would carry passengers up the Tower's west leg in a cage.

According to the Registration Statement, the new ride was to

feature a 70-foot tall gorilla that would carry up to 48 passengers

in a cage as it climbed up the Tower ("King Kong Gorilla ride").

At the top of the ride the gorilla would shake the cage and

passengers would experience a free fall at various intervals on the

way back down.  The Registration Statement also described two

already-planned attractions near the top of the 1,149 foot tower:


                              - 26 -




a rollercoaster around the outside of the Tower and another ride

that shoots patrons into the air before a free fall back to the

launching pad.

     35.  The "risk factors" set forth in the Registration

Statement contained nothing but generic statements of the kinds of

risks that affect any developmental stage company in a competitive

industry, and contained no specific factual disclosure of any of

the adverse factors which were then actually negatively impacting

Stratosphere's business.

     36.  The Registration Statement was materially false and

misleading because when issued it failed to disclose, inter alia,

the following adverse information, disclosure of which was

necessary to make the statements made not false and misleading, and

which facts were then known only to defendants due to their access

to internal Stratosphere data:

          (a)  That management had no reasonable basis for a belief

that the detail of construction costs in the Registration Statement

was what they reasonably expected;

          (b)  That proceeds from the offering would be needed to

complete Phase I construction, as construction costs were greatly

in excess of defendants' budgets and forecasts;


                              - 27 -




          (c)  That Phase II expansion would be materially delayed

-- if ever completed -- due to financial constraints and

difficulties in contractual negotiations with developers;

          (d)  That there was no reasonable basis for a belief that

Stratosphere would generate sufficient cash flow to meet expenses

after operations commenced;

          (e)  That projects mentioned in the Registration

Statement, specifically the rollercoaster and the King Kong Gorilla

ride, would need to be redesigned or were being delayed because of

technical and financial difficulties that could not be resolved;

and

          (f)  That there was no reasonable basis for

Stratosphere's cash flow and earnings per share projections for the

first year of operations, as disseminated at roadshow presentations

held in connection with the offering, which projections greatly

exceeded Stratosphere's internal projections and forecasts.

     37.  On December 19, 1995, in a press release announcing that

Grand Casinos had purchased one million shares of Stratosphere

stock in the offering, defendant Berman stated:

     "We are excited about the opportunity to enhance the
     Stratosphere project as a result of the additional
     capital.  The additional hotel rooms and related
     amenities will rank Stratosphere as one of the major
     destination resorts in Las Vegas."


                              - 28 -




     38.  On December 20, 1995, an article appeared on the Business

Wire and on the Dow Jones New Service stating that Montgomery

Securities analyst Amy de Rham had initiated coverage of

Stratosphere with a "BUY" recommendation.  Montgomery Securities

was the co-lead underwriter of Stratosphere's 10 million share

public offering which became effective December 19, 1995.  The

article stated that de Rham expected the Company to earn $0.43 per

share in fiscal year 1996 and $0.88 per share in fiscal year 1997.

Her target price range for Stratosphere stock was $11 to $16 per

share.  As a result of this report, the price of Stratosphere stock

gained $1 per share, or 12.1%, on volume of over 904,000 shares.

     39.  On December 29, 1995, the underwriters exercised their

over-allotment option, enabling the Company to issue and sell 1.26

million additional shares registered on the December 19, 1995

offering.  Proceeds to the Company from the sale of the over-

allotment option were $9,475,200.

     40.  On February 23, 1996, based in part on statements made by

defendants, Gerard Klauer Mattison & Co. issued a research report,

recommending Stratosphere as a "BUY."  The report stated that the

Tower's amenities "will set the standard for entertainment

offerings in Las Vegas."  The report noted that the opening of the

Tower marks the beginning of a third phase of development in Las

Vegas, which will increase visitation and expenditures citywide,


                              - 29 -




and that the Company's strong management team, under the auspices

of Grand Casinos, "will position TOWV as one of the better-managed

properties in Las Vegas and should compete successfully with the

other major casinos as well as those planned to open in 1996, 1997

and 1998."  The report further stated that the Tower offered a

truly "unique" attraction which "mitigates some of the risk" of

entering the Las Vegas market, and that the observation tower and

thrill rides are "must-see" destination attractions similar to the

volcano and pirate ship at The Mirage and Treasure Island casinos,

respectively.  The report also projected that the Company would

earn $0.40 per share in 1996 and $0.83 per share in 1997.

     41.  On March 14, 1996, Stratosphere issued a press release

stating that the Tower would open at 10:00 a.m. on April 30, 1996.

The release quoted David R. Wirshing ("Wirshing"), Stratosphere's

President, as stating:

          "Construction has been proceeding very well, and at
     this time we are able to pinpoint our completion date and
     announce the opening.  Stratosphere will be the next
     generation entertainment superstore for Las Vegas and
     take its place among the premier attractions not only in
     this city, but anywhere."

     42.  The release stated that Phase 2 of the Tower, consisting

of an additional 1,000 rooms and suites, another 21,000 square feet

of casino space, a health spa and outdoor recreation center, the

completion of the Tower Shops retail complex and the King Kong


                              - 30 -




Gorilla ride, was currently under construction and was scheduled to

be completed by December 1996.  In addition, a $30 million, 80,000

square foot aquarium attraction was scheduled to be completed and

open in 1997.  Wirshing continued:

          "We are going full speed ahead with Phase 2
     construction and are fully integrating the April 30th
     opening and operation of the property with Phase 2
     construction. . . .  Stratosphere will be a growing and
     evolving entertainment complex, but beginning April 30,
     we will be providing a first-class experience for all of
     our guests.  We are dedicated to guest service, and our
     guests will enjoy a complete destination resort when we
     open."

     43.  Defendant Berman was also quoted in the release:

          "Stratosphere is Grand Casinos' entry into the Las
     Vegas market, which is the most exciting and profitable
     market in the nation.  I can't think of a better way to
     enter this market than with a landmark property.  And
     that's just what Stratosphere will be."

     44.  In Stratosphere's report on form 10-K for the year ended

December 31, 1995, filed with the SEC on March 15, 1996, defendants

repeated many of the representations contained in the December 19,

1995 Registration Statement and set forth Stratosphere's strategy

for success:

     (i) attract a share of the general Las Vegas visitor
     market by offering unique attractions, such as the
     observation decks, the Thrill Rides, the Gorilla Ride,
     the Aquarium, the revolving restaurant and an outdoor
     light show; (ii) generate casino traffic from visitors to
     the Tower and guests who stay at the Hotel; and
     (iii) encourage repeat visitors to Stratosphere through
     its quality service, features and customer development
     programs.  The Company believes that, as a result of


                              - 31 -




     Stratosphere's wide variety of gaming and non-gaming
     amenities, Stratosphere will appeal to most segments of
     the Las Vegas market, including independent travelers,
     tour groups, conventioneers and local residents.

     45.  The report on form 10-K also stated that the Tower's

location, on the north end of the Las Vegas Strip and approximately

two miles south of downtown Las Vegas, would allow the Company to

attract both local customers as well as visitors who desire

proximity to the Las Vegas Strip and ease of access to the major

highways of Las Vegas.  The report stated:

     Stratosphere has been designed to create an exciting and
     unique gaming and entertainment experience that
     management believes will make Stratosphere a "must see"
     tourist attraction for many of Las Vegas' 28 million
     annual visitors and over one million local residents.
     Management also believes Stratosphere's unique
     attractions, high-quality lodging and dining facilities
     and Las Vegas style entertainment will make it one of Las
     Vegas' most popular destination resorts.

     46.  The report on form 10-K also stated that the expected

cost for completion of the first phase of the development was

$358.9 million, and that funding for the project had come from

equity contributions of $92.9 million, a 1995 note offering which

generated gross proceeds of $203 million, estimated capital lease

borrowings of $37.5 million and a $25.5 million portion of proceeds

from the recent exercise of warrants.

     47.  On April 10, 1996, based in part on statements made by

defendants, Gerard Klauer Mattison & Co. issued a report on


                              - 32 -




Stratosphere reaffirming its "BUY" rating on Stratosphere stock and

stating that "[a]dvanced bookings are strong and we believe this

property will meet or exceed our expectations over the coming

year."

     48.  On April 28, 1996, in an article about the Tower's

opening, Wirshing was uniformly optimistic about the Tower opening,

stating:

          "We want to keep doing different things to get
     people to come back again."

                              *  *  *

          "There's going to be a line from the day we open for
     a long, long time.  Our job becomes, now, how do we get
     them to stay?"

     49.  Wirshing also stated that Stratosphere addressed the

potential need for more rooms in its master plan, which allows for

a total of 4,000 rooms.

     50.  On April 29, 1996, the Tower officially opened.

According to a Montgomery Securities analyst, room and occupancy

rates were higher than first forecast.

     51.  On May 1, 1996, Stratosphere spokesman Tom Bruny

commented on the Tower opening, stating:

     "Everything has gone very smoothly.  We've had a steady
     stream of people going up to the tower this morning."

     52.  On May 2, 1996, based in part on statements made by

defendants, Gerard Klauer Mattison & Co. issued a report on


                              - 33 -




Stratosphere reaffirming its "BUY" rating on Stratosphere stock and

reporting that the Tower had a very positive opening.  As a result

of the Tower's strong opening, the analyst stated that, "We are

confident that this property will be a success."  The report also

stated that he believed that "both gaming and hotel revenues at

Stratosphere should be strong."  Finally, the report noted that

Stratosphere "is likely to refinance its senior debt at more

favorable terms, . . . [which] could add as much as $0.15 to 1997

EPS."

     53.  On May 6, 1996, in an article about Stratosphere

appearing in Business Week magazine, Stratosphere officials

projected $244 million in revenues and $81 million in operating

cash flow for its first full year of operation.

     54.  On May 9, 1996, Stratosphere issued a press release

following its first week of operations.  The press release reported

that 127,000 visitors had gone to the top of the Tower, making the

resort the number one paid attraction in Las Vegas.  Defendant

Berman stated: "Business has been very good and overall has

supported our expectations. . . .  The response to our multi-

dimensional product has been tremendous."  Wirshing stated: "The

demand for reservations to the Top of the World revolving

restaurant has been phenomenal and our casino action has met


                              - 34 -




expectations.  Our average room rate is higher than projected and

we are rapidly increasing occupancy levels."

     55.  Grand Casinos' president Pat Cruzen was also quoted in

the May 9, 1996 press release, stating that Grand Casinos was

"pleased with the first-week results and [was] excited about

Stratosphere's expansion plans which are currently under way."  He

stated: "We are aggressively building Phase 2 of the Stratosphere

project."

     56.  On or about May 11, 1996, Stratosphere filed with the SEC

its report on form 10-Q for its first quarter, ended March 31,

1996, which was signed by Wirshing and Thomas A. Lettero

("Lettero"), the Company's Chief Financial Officer.  The report on

form 10-Q contained nothing but generic statements of the kind of

risks that affect any developmental stage company and contained no

specific factual disclosure of any of the adverse factors which

were then actually negatively impacting Stratosphere's business.

     57.  On May 20, 1996, based on discussions with defendants,

Gerard Klauer Mattison & Co. issued a report on Stratosphere which

once again reaffirmed its "BUY" recommendation, noting that the

initial response to the Tower had been favorable.  The analyst

believed that results were in line with his expectations and that

"given the strong Las Vegas market, we believe Stratosphere is

likely to benefit."


                              - 35 -




                        [page 36 missing]

                              - 36 -




     60.  On the same day, Stratosphere announced that Grand

Casinos had loaned the Company $48.5 million pursuant to a

previously agreed upon completion guaranty, and that a majority of

the funds had been used to pay for enhancements to the original

scope of the project.

     61.  On June 29, 1996, defendants announced a 5% reduction in

its total labor force of 3,000, resulting in the loss of 150 jobs.

Tom Bruny, a spokesman for Stratosphere stated that this job loss

was merely "a normal business adjustment for an opening property."

     62.  Finally, on July 22, 1996 Stratosphere shocked the

market by announcing second-quarter earnings sharply below

expectations.  The Company reported a loss of $0.19 per share, or

$11.1 million, on revenue of $29.9 million, compared with a year

earlier loss of $0.07 per share, or $2.5 million, on revenue of

$3.5 million.  As a result of these dismal results, which were much

worse than expected, Stratosphere's stock price fell 24% to close

at $3-1/2 on volume of 5.2 million shares, more than five times the

three-month daily average of 717,400.  Stratosphere stock price has

plummeted 72% since the Tower opened on April 29, 1996.  The price

of Stratosphere bonds also plummeted, falling more than 6% to about

$980 per face amount $1000 bonds from $1050 on Friday, July 19,

1996.


                              - 37 -




     63.  Also on July 22, 1996, defendant Stupak resigned as

Chairman of the Board and as a member of the Board of Directors,

and was replaced as chairman by defendant Berman, Stratosphere's

CEO.  Stupak filed an amended schedule 13D with the SEC, in which

he explained that he had "significant and increasing concerns over

construction management controls and unexplained project costs,

marketing approaches and certain other Grand-directed decisions,"

that, in his view, adversely affected the Company.

     64.  Analysts did not react kindly to Stratosphere's news, one

calling it a "disaster."  One analyst stated that "[d]rastic action

appears necessary for the Company to have some remote chance of

salvage . . . with a prohibitively expensive debt structure,

bankruptcy may prove the only option."

     65.  Shareholders of Grand Casinos also suffered as a result

of Stratosphere's results, as Grand Casinos' second quarter

earnings fell below expectations and its shares fell $1-3/4 per

share and closed at $20-1/4 per share on July 23, 1996, down from

$33-1/2 per share when the Tower opened.  Grand Casinos stock is

now trading at approximately $15 per share.

     66.  On July 29, 1996, Wirshing resigned as president of the

Company, and was replaced by Richard Schuetz, formerly the vice

president of corporate marketing for Grand Casinos.


                              - 38 -




     67.  The Company has since revealed that by the end of

September 1996, it likely will default under a capital lease

entered into in early May, which would permit the lender to

accelerate indebtedness under the $37.5 million lease.  If

accelerated, the Company has no current ability to repay the

indebtedness.  Such a default would also constitute a default under

Stratosphere's $203 million First Mortgage Note Indenture.  As of

June 30, 1996, only 12 shops had been opened in the retail center.

The rollercoaster had only operated for parts of 28 days.  As of

June 30, Phase I still had funding requirements of $24.8 million,

and estimated costs, not to build, but to complete Phase II

construction were an additional $142 million.  The planned King

Kong Gorilla ride is considered highly unlikely and the proposed

aquarium has been cancelled.

     68.  Each of the positive statements about Stratosphere's

business made by defendants during the Class Period was materially

false and misleading when issued, and failed to disclose, inter

alia, the following adverse information, disclosure of which was

necessary to make the statements made not false and misleading, and

which was then known only to defendants due to their access to

internal Stratosphere corporate data:


                              - 39 -




          (a)  That defendants had no reasonable basis for a belief

that the detail of construction costs in the Registration Statement

was what they reasonably expected;

          (b)  That the proceeds from the December 19, 1995

offering would be needed to complete Phase I construction, as

construction costs were greatly in excess of defendants' budgets

and forecasts;

          (c)  That Phase II expansion would be materially delayed

-- if ever completed -- due to financial constraints and

difficulties in contractual negotiations with developers;

          (d)  That there was no reasonable basis for a belief that

Stratosphere would generate sufficient cash flow to meet expenses

after operations commenced;

          (e)  That projects mentioned in the Registration

Statement, specifically the rollercoaster and the King Kong Gorilla

ride, would need to be redesigned or were being delayed because of

technical and financial difficulties that could not be resolved;

          (f)  That there was no reasonable basis for

Stratosphere's cash flow and earnings per share projections for the

first year of operations, as disseminated at roadshow presentations

held in connection with the offering, which projections greatly

exceeded Stratosphere's internal projections and forecasts;


                              - 40 -




          (g)  That the $135 million in cash flow projected by

defendants at the roadshow prior to the December 1995 offering

greatly exceeded Stratosphere's internal projections and forecasts;

          (h)  That, as a result of the foregoing, Stratosphere's

forecasts of earnings for 1996 were false, as such results were

impossible to achieve in light of these undisclosed problems;

          (i)  That defendants' positive forecasts and projections

regarding the Tower were known by defendants to be false as they

were inconsistent with the above negative factors;

          (j)  That the forecasts for Stratosphere's fiscal 1996

and 1997 earnings per share were known by defendants to be false as

they were contradicted by the adverse facts set forth above and

were not genuinely believed by defendants;

          (k)  That there was no basis for defendants' forecasts of

the number of visitors to the Tower, which would be adversely

affected by the problems described herein;

          (l)  That due to delays in completing the Phase I

development, including the shops and restaurants, the Tower would

not attract the number of visitors forecasted, and visitors would

not stay on the property as long;

          (m)  That as a result of the Tower's northern location

and lack of adequate hotel rooms and other amenities and

attractions, the casino was unlikely to draw the "high rollers,"


                              - 41 -




which ultimately forced defendants to announce that they had

changed their strategy to make the Tower a more "value-oriented"

property, catering to tourists and lower stakes gamblers;

          (n)  That the casino's performance was dismal, and that

only 40% of the Tower's revenues were coming from the casino, much

less than the 50% realized at competing casinos; and

          (o)  That defendants were having difficulties in their

negotiations with the developer of the proposed aquarium,

significantly delaying the construction of that project.

                   DEFENDANTS' INSIDER SELLING

     69.  While Stratosphere insiders were issuing false and

misleading statements about Stratosphere's business, defendant

Stupak sold at least 829,000 shares of the stock he owned for

proceeds of about $7.2 million to profit from the artificial

inflation in Stratosphere's stock price this fraud had created.

Notwithstanding his access to non-public information as a result of

his position with the Company, defendant Stupak, either

individually or through BSE or Dine Out, sold the following amounts

of Stratosphere shares at artificially inflated prices through the

Class Period while in possession of material non-public

information:

     DATE SOLD    SHARES SOLD    PRICE PER SHARE    PROCEEDS

     01/02/96       10,000           $10.13        $  101,300


                              - 42 -




     01/03/96        2,000             9.75            19,500
     01/22/96        1,000            10.25            10,250
     01/22/96       10,000            10.00           100,000
     01/23/96        5,000            10.63            53,150
     01/23/96        9,000            10.25            92,250
     01/23/96       10,000            10.50           105,000
     01/23/96        5,000            10.50            52,500
     01/30/96        5,000            10.88            54,400
     01/30/96        5,000            11.00            55,000
     02/02/96       10,000            10.63           106,300
     02/05/96       20,000            10.50           210,000
     02/06/96        1,500            10.50            15,750
     02/06/96        8,500            10.38            88,230
     02/07/96       10,000            10.50           105,000
     02/08/96       20,000            11.13           222,600
     02/12/96       15,000            11.75           176,250
     02/12/96       10,000            11.00           110,000
     02/23/96        5,000            11.75            58,750
     02/26/96       10,000            11.38           113,800
     02/29/96       17,000            11.38           193,460
     02/29/96        5,000            11.25            56,250
     02/29/96        6,000            11.38            68,280
     03/21/96      100,000            10.75         1,075,000
     05/10/96       10,000             8.72            87,200
     05/28/96       20,550             8.00           164,400
     05/28/96       47,550             7.88           374,694
     05/28/96       15,000             7.75           116,250
     05/28/96        5,000             7.75            38,750
     05/28/96        5,000             7.97            39,850
     05/28/96        6,900             7.88            54,372
     05/31/96       13,000             8.09           105,170
     05/31/96      100,000             8.59           859,000
     06/03/96       13,000             8.22           106,860
     06/11/96        5,000             8.00            40,000
     06/11/96        5,000             7.25            36,250
     06/13/96       13,000             7.13            92,690
     06/13/96       40,000             7.00           280,000
     06/13/96       20,000             7.00           140,000
     06/14/96        5,000             7.25            36,250
     06/18/96       10,000             7.00            70,000
     06/18/96        5,000             7.38            36,900
     06/18/96       35,000             7.25           253,750
     06/18/96        5,000             7.19            35,950
     06/19/96       50,000             6.75           337,500
     06/19/96       10,000             7.00            70,000


                        - 43 -




     06/24/96       25,000             6.75           168,750
     07/02/96       50,000             6.38           319,000
     07/02/96       15,000             6.34            95,100
                   -------                         ----------
                   829,000                         $7,201,706
                   =======                         ==========

In addition, as many as 1.7 million shares escrowed by Stupak to

cover obligations to Vegas World vacation package owners were sold

during the Class Period.  Moreover, defendant Stupak caused BSE and

Dine Out to pledge 2,000,000 shares of Stratosphere stock to

PaineWebber, Inc., in March 1996 to secure loans from certain

margin accounts, which loans were called on July 22, 1996, and

repaid by the sale of 641,000 shares for $2.1 million.  Finally,

during the Class Period, defendants Berman and Taube sold $48.5

million of their Grand Casinos stock, at prices inflated due to the

inflation of Stratosphere's stock price, while in possession of

material adverse non-public information about Stratosphere.

                             COUNT I

                For Violations Of N.R.S. §§90.570
                And 90.660 Against All Defendants

     70.  Plaintiffs incorporate by reference and reallege the

preceding paragraphs as though fully set forth herein.  This Count

is asserted against all defendants.

     71.  The defendants knew, or in the exercise of reasonable

care should have known, of the material omissions from, and

material misrepresentations contained in the statements as set

forth above.  The defendants also knew, or reasonably should have


                              - 44 -




known, at the time of these material omissions and misrepresenta-

tions, that they caused a false and misleading presentation of

Stratosphere.  Because of their Board membership and/or executive

and managerial positions with Stratosphere and/or their personal

and/or professional relationships, each of the defendants: (a) knew

or had access to the material, adverse non-public information about

Stratosphere's adverse financial outlook and then-existing business

conditions which were not disclosed; and (b) drafted, reviewed,

ratified and/or approved the misleading statements, releases,

reports and other public representations of and about Stratosphere.

     72.  Throughout the Class Period, defendants, with knowledge

of or unreasonable disregard for the truth, disseminated or

approved releases, statements and reports, referred to above, which

were misleading in that they contained misrepresentations and

failed to disclose material facts necessary in order to make the

statements made, in light of the circumstances under which they

were made, not misleading.

     73.  During the Class Period, defendants, individually and in

concert, directly and indirectly, engaged in and employed acts and

a fraudulent scheme to conceal material adverse information

regarding Stratosphere's then-existing business conditions and the

financial outlook of Stratosphere as specified herein, and pursued

a course of business that operated as a fraud or deceit on the


                              - 45 -




purchasers of Stratosphere stock.  Defendants employed devices,

schemes and artifices to defraud and engaged in acts, practices and

a course of conduct as herein alleged to commit a fraud on the

integrity of the market for the Company's stock and to maintain

artificially high market prices for the common stock of

Stratosphere.  This included the formulation, making of and/or

participation in the making of untrue statements of material facts

and the omission to state material facts necessary in order to make

the statements made, in light of the circumstances under which they

were made, not misleading, and engaging in acts, practices and a

course of conduct which operated as a fraud and deceit upon

plaintiffs and the Class, all of the above in connection with the

purchase of Stratosphere common stock and/or call options by

plaintiffs and members of the Class.

     74.  By reason of the conduct alleged herein, defendants

knowingly and/or recklessly, directly and indirectly, have violated

N.R.S. §90.570 in that they: (a) employed devices, schemes and

artifices to defraud; (b) made untrue statements of material facts

or omitted to state material facts necessary in order to make

statements made, in light of the circumstances under which they

were made, not misleading; or (c) engaged in acts, practices and a

course of business that operated as a fraud or deceit upon


                              - 46 -




plaintiffs and others similarly situated in connection with their

purchase of Stratosphere common stock during the Class Period.

     75.  Plaintiffs and the Class have suffered substantial

damages in that, in reliance on the integrity of the market, they

paid artificially inflated prices for Stratosphere common stock as

a result of defendants' violations of N.R.S. §90.570.  Plaintiffs

and the Class would not have purchased Stratosphere stock and/or

call options at the prices they paid, or at all, if they had been

aware that the market prices had been artificially and falsely

inflated by defendants' misleading statements and concealment.

Plaintiffs and the Class hereby tender the securities they

purchased to defendants.

                            COUNT II

                For Violations Of N.R.S. §90.660
                     Against All Defendants

     76.  Plaintiffs repeat and reallege each of the allegations

set forth in the foregoing paragraphs as though fully set forth

herein.  This Count is asserted against all defendants.

     77.  Defendants Grand Casinos, Berman, Taube and Stupak were

control persons of the Company and defendants Berman and Taube were

control persons of Grand Casinos within the meaning of N.R.S.

§90.660.4 during the Class Period.  By reason of their executive

positions and/or major shareholdings, defendants Grand Casinos,


                              - 47 -




Berman, Taube and Stupak had the power and authority to cause the

Company and defendants Berman and Taube had the power and authority

to cause Grand Casinos to engage in the wrongful conduct complained

of herein.  Also, Stratosphere controlled Berman, Taube and Stupak.

     78.  By reason of their positions of control, as alleged

above, defendants Grand Casinos, Berman, Taube and Stupak are

liable jointly and severally with and to the same extent as

Stratosphere and Grand Casinos are liable to plaintiffs and the

members of the Class as a result of the wrongful conduct alleged

herein.

                            COUNT III

            Violation Of §11 Of The 1933 Act Against
        Defendants Stupak, Berman, Taube and Stratosphere

     79.  Plaintiffs incorporate ¶¶1-69 above, except allegations

of fraud, intent, scheme, insider selling, aiding and abetting and

conspiracy.  This Count is asserted against Stratosphere and the

Individual Defendants who signed the Stratosphere Registration

Statement, and is based on principles of strict liability,

negligence and lack of due diligence and not fraud.

     80.  Stratosphere's stock was sold to the public via the

Registration Statement and Prospectus.  Stratosphere is strictly

liable for false and misleading statements in the Registration

Statement and Prospectus.  Defendants Stupak, Berman and Taube were


                              - 48 -




signatories of the Registration Statement and/or controlling

persons of Stratosphere.  These defendants other than Stratosphere

owed purchasers of the stock the duty to make a reasonable investi-

gation of the statements contained in the Registration Statement

and Prospectus to ensure that said statements were true and that

there was no omission to state any material fact required to be

stated in order to make the statements contained therein not

misleading.  Defendants knew, or, in the exercise of reasonable

care, should have known of the material misstatements and omissions

contained in the Registration Statement and Prospectus as set forth

herein.

     81.  None of the defendants made a reasonable investigation or

possessed reasonable grounds for the belief that the statements

contained in the Prospectus were true or that there was not any

omission of material facts necessary to make the statements made

therein not misleading.

     82.  Defendants issued or caused to be issued a materially

false and misleading Registration Statement and Prospectus, which

misrepresented or failed to disclose, inter alia, the facts set

forth above.  As a direct and proximate result of defendants'

wrongful conduct, the price of Stratosphere's stock was

artificially inflated in the offering, and plaintiffs and the Class


                              - 49 -




suffered substantial damages in connection with the purchase of

Stratosphere stock during the Class Period.

     83.  Plaintiffs and other members of the Class purchased or

otherwise acquired their Stratosphere stock without knowledge of

the untruths or omissions alleged herein.  Plaintiffs and the other

members of the Class were thus damaged by defendants' misconduct

and by the material misstatements and omissions in the Prospectus.

     84.  This action was brought within one year after the

revelations of July 22, 1996, which led to the discovery of the

untrue statements and omissions and within three years after

Stratosphere stock was offered to the public.

                            COUNT IV

                For Violation Of §15 Of The 1933
                   Act Against All Defendants

     85.  Plaintiffs incorporate by reference ¶¶1-69 above, except

allegations of fraud, intent, scheme, insider selling, aiding and

abetting and conspiracy.  This Count is asserted against all

defendants and is based on principles of strict liability,

negligence and lack of due diligence and not fraud.

     86.  The defendants named in this Count acted as controlling

persons of the Company within the meaning of §15 of the 1933 Act.

Stratosphere controlled each of its officers and directors named as

defendants.  Grand Casinos also controlled defendants Berman and


                              - 50 -




Taube.  By reason of their senior management positions and/or

directorships or ownership of Stratosphere stock, as alleged above,

Grand Casinos and the Individual Defendants named in this Count had

the power to influence and exercised the same to cause Stratosphere

to engage in the unlawful acts and conduct complained of herein.

     87.  By reason of such wrongful conduct, the defendants named

in this Count are liable pursuant to §15 of the 1933 Act.  As a

direct and proximate result of their wrongful conduct, plaintiffs

and the other members of the Class suffered damages in connection

with their purchases of Stratosphere's stock during the Class

Period.

                             COUNT V

                 For Negligent Misrepresentation
                     Against All Defendants

     88.  Plaintiffs repeat the allegations contained in ¶¶1-69

above.

     89.  Among the direct and proximate causes of the

misrepresentations and omissions to state material facts in the

public statements and reports set forth above and a reasonably

foreseeable result thereof, was the negligence and carelessness of

the defendants.

     90.  Defendants, in the course of their business, profession

and employment and having a pecuniary interest in the purchase of


                              - 51 -




Stratosphere common stock and/or call options by plaintiffs and the

other members of the Class, supplied false information for the

guidance of plaintiffs and the other members of the Class in making

investment decisions with respect to Stratosphere common stock

and/or call options.  Defendants failed to exercise reasonable care

and competence in obtaining and communicating such information.

     91.  Defendants provided the aforesaid information pursuant to

a public duty which was created to benefit and protect the

investing public, including plaintiffs and the other members of the

Class, in making investment decisions with respect to, among other

things, Stratosphere common stock and/or call options.

     92.  It was specifically foreseeable and the defendants knew

and specifically intended that their announcements, filings,

reports, statements and releases would be distributed to the

investing public and to plaintiffs and the Class and defendants

knew or could reasonably foresee that such information would be

relied on by the investing public and the market in making

investment decisions with respect to Stratosphere common stock

and/or call options.  Defendants owed a duty to plaintiffs and the

other members of the Class to disseminate accurate, truthful and

complete information concerning Stratosphere.

     93.  At the time of said misrepresentations and omissions,

plaintiffs and other members of the Class were ignorant of their


                              - 52 -




falsity and believed them to be true.  In justifiable reliance on

said misrepresentations and upon the fidelity, integrity, and

superior knowledge and expertise of the defendants, and in

ignorance of the true facts, plaintiffs and other members of the

Class were induced to and did purchase Stratosphere common stock

and/or call options at artificially inflated prices.  Had

plaintiffs and the other members of the Class known the true facts,

they wold [sic] not have taken such action.  By reason thereof, they have

been damaged.

                             COUNT VI

                For Intentional Misrepresentation
                      Against All Defendants

     94.  Plaintiffs repeat the allegations contained in ¶¶1-69

above.

     95.  Each of the defendants owed to purchasers of Stratosphere

common stock and/or call options, including plaintiffs and the

other members of the Class, a duty of full disclosure, honesty, and

complete candor, as well as a duty to exercise reasonable care and

to make a reasonable and diligent investigation of the statements

contained in the public statements regarding Stratosphere including

its Prospectus and other communications to the investing public.

     96.  For the purposes of inducing public investors, including

plaintiffs and the other members of the Class to purchase


                              - 53 -




Stratosphere common stock and/or call options, and with the intent

to deceive such investors, defendants employed a scheme and

conspiracy to defraud as a part of which said defendants made, or

participated in the making of, misrepresentations of fact to

plaintiffs and the other members of the Class, and as a further

part of which defendants concealed the true facts, and being bound

to disclose, omitted to state material facts as set forth above.

Said representations and statements were not true and defendants

did not believe them to be true facts.  Had plaintiffs known the

true facts, they would not have purchased Stratosphere stock and/or

call options paying the prices they paid.

     97.  As a direct, proximate and reasonably foreseeable result

of the foregoing conduct by defendants, plaintiffs and each member

of the Class suffered damages.  Plaintiffs and each of the members

of the Class also request punitive and exemplary damages.

                      BASIS OF ALLEGATIONS

     98.  Plaintiffs have alleged the foregoing based upon the

investigation of their counsel, which included a review of

Stratosphere's SEC filings, securities analysts reports and

advisories about the Company, press releases issued by the Company,

media reports about the Company and discussions with consultants,

and believe that substantial evidentiary support will exist for the


                              - 54 -




allegations set forth herein after a reasonable opportunity for

discovery.

                        PRAYER FOR RELIEF

     WHEREFORE, plaintiffs on their own behalf and on behalf of the

Class, pray for judgment, as follows:

     1.   Declaring this action to be a proper class action;

     2.   Awarding extraordinary equitable and/or injunctive relief

as permitted by law, and equity, including attaching, impounding,

imposing a constructive trust on or otherwise restricting the

proceeds of any insider trading activities or defendants' other

assets to assure that plaintiffs have an effective remedy;

     3.   Awarding plaintiffs and all members of the Class

compensatory damages in an amount in excess of $10,000 which may be

proven at trial, together with interest therein;

     4.   Awarding plaintiffs and all members of the Class punitive

or exemplary damages in an amount to be proven at trial;

     5.   Awarding plaintiffs their costs and expenses incurred in

this action, including reasonable attorneys' and experts' fees; and


                              - 55 -




     6.   Awarding such other and further relief as may be just and

proper.


                           JURY DEMAND

     Plaintiffs demand a trial by jury.

DATED:  August 16th, 1996
                                   ALBRIGHT, STODDARD, WARNICK
                                     & ALBRIGHT
                                   G. MARK ALBRIGHT


                                                 /s/
                                   _______________________________
                                   G. MARK ALBRIGHT
                                   Nevada Bar No. 001394
                                   WILLIAM H. STODDARD, ESQ.
                                   Nevada Bar No. 001477
                                   Quail Park Suite D-4
                                   801 South Rancho Drive
                                   Las Vegas, NV  89106
                                   Telephone:  702/384-7111
                                   702/384-0605 (fax)

                                   Liaison Counsel for Plaintiffs

                                   MILBERG WEISS BERSHAD
                                     HYNES & LERACH LLP
                                   WILLIAM S. LERACH
                                   DARREN J. ROBBINS
                                   600 West Broadway, Suite 1800
                                   San Diego, CA  92101
                                   Telephone:  619/231-1058
                                   619/231-7423 (fax)

                                   SPECTOR & ROSEMAN, P.C.
                                   ELLEN GUSIKOFF STEWART
                                   600 West Broadway, Suite 1800
                                   San Diego, CA  92101
                                   Telephone:  619/338-4514
                                   619/231-7423 (fax)


                              - 56 -




                                   SPECTOR & ROSEMAN, P.C.
                                   ROBERT M. ROSEMAN
                                   2000 Market Street
                                   12th Floor
                                   Philadelphia, PA  19103
                                   Telephone:  215/864-2400
                                   215/864-2424 (fax)

                                   WOLF POPPER ROSS WOLF
                                     & JONES, L.L.P.
                                   PATRICIA I. AVERY
                                   845 Third Avenue
                                   New York, NY  10022
                                   Telephone:  212/759-4600
                                   212/486-2093 (fax)

                                   SCHIFFRIN & CRAIG, LTD.
                                   RICHARD S. SCHIFFRIN
                                   Three Bala Plaza East
                                   Suite 400
                                   Bala Cynwyd, PA  19004
                                   Telephone:  610/667-7706
                                   610/667-7056 (fax)

                                   INNELLI and MOLDER
                                   JOHN F. INNELLI
                                   One Penn Square West
                                   Suite 702
                                   Philadelphia, PA  19102
                                   Telephone:  215/988-0990
                                   215/988-0790 (fax)

                                   LAW OFFICES OF ALFRED G.
                                     YATES, JR.
                                   ALFRED G. YATES, JR.
                                   519 Allegheny Building
                                   429 Forbes Avenue
                                   Pittsburgh, PA  15219
                                   Telephone:  412/391-5164
                                   412/471-1033 (fax)


                              - 57 -




                                   BERNSTEIN LIEBHARD & LIFSHITZ
                                   SANDY LIEBHARD
                                   274 Madison Avenue
                                   New York, NY  10016
                                   Telephone:  212/779-1414
                                   212/779-3218 (fax)

                                   CHESTNUT & BROOKS
                                   JACK L. CHESTNUT
                                   KARL L. CAMBRONNE
                                   3700 Piper Jaffray Tower
                                   222 South Ninth Street
                                   Minneapolis, MN  55402
                                   Telephone:  612/339-7300
                                   612/336-2940 (fax)

                                   LAW OFFICES OF STEVEN M.
                                     SHERMAN
                                   STEVEN M. SHERMAN
                                   595 Market Street
                                   Suite 2820
                                   San Francisco, CA  94105
                                   Telephone:  415/495-6454
                                   415/546-4152 (fax)

                                   BARRY FASULO & HOUGH
                                   DAVID J. FASULO
                                   32nd Floor, Gulf Tower
                                   707 Grant Street
                                   Pittsburgh, PA  15219
                                   Telephone:  412/471-1000
                                   412/471-0293 (fax)
                                   Attorneys for Plaintiffs


                              - 58 -

Source: Scanned paper copy of court-stamped document