FIRST AMENDMENT TO   
             CAESARS 401(k) RETIREMENT SAVINGS PLAN  
  
  
	Caesars World, Inc. hereby adopts this First Amendment to the   
Caesars 401(k) Retirement Savings Plan to be effective May 24, 1994:  
	(1)  Section 12.01 is hereby amended to add the following as the   
last sentence thereof:  
		"All amendments shall be made by the Board of Directors and   
shall be formally adopted by unanimous written consent or   
by resolution at a duly constituted Board meeting in   
accordance with the established procedures of the Board of   
Directors.  
	(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/Phil Ball					  
  		________________________  
				Phil Ball, Secretary