FIRST AMENDMENT TO   
	                    EXECUTIVE SECURITY PLAN  
 	          (As Amended and Restated January 24, 1989)  
  
  
  
  
	Caesars World, Inc. hereby adopts this First Amendment to the   
Amended and Restated Executive Security Plan to be effective May 24,   
1994:  
	(1)  Section 5.5 is hereby amended to add the following as the   
second sentence in such section:  
		"All such amendments shall be formally adopted by the Board   
by unanimous written consent or by resolution at a duly   
constituted Board meeting in accordance with the   
established procedures of the Board."  
	(2)  Except as amended by the foregoing, the Plan shall remain in   
full force and effect.  
	The undersigned, as Secretary of Caesars World, Inc. does hereby   
certify that the foregoing amendment was duly adopted at the duly held   
meeting of the Board of Directors of Caesars World, Inc. on May 24,   
1994 and is presently in full force and effect.  
  
				CAESARS WORLD, INC.  
  
  
  
				/s/Roger Lee
    ____________________________ 
				Roger Lee
				Senior Vice President -
				Finance and Administration