SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549



             FORM 8-A/A Amendment Number 2

           Amendment No. 1 to Form 8-A, filed
            January 19, 1989, and Form 8-A,
                filed February 10, 1989


   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
        PURSUANT TO SECTION 12(b) OR (g) OF THE
            SECURITIES EXCHANGE ACT OF 1934


                       CAESARS WORLD, INC.
 (Exact name of registrant as specified in its charter)


          Florida                                 59-0773674
(State of incorporation or organization)      (I.R.S. Employer
                                               identification No.)


     1801 Century Park West
     Suite 2600
     Los Angeles, California                        90067
    (Address of principal executive offices)       (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class                  Name of each exchange on which
     to be so registered                  each class is to be registered

     Preferred Stock Purchase Rights         New York Stock Exchange
                                             Pacific Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

                         None
                 (Title of Class)

                   Page 1 of 6 Pages
               Exhibit Index is on Page 4


Item 1.  Description of Securities to be Registered.

     Item 1 is hereby supplemented as follows:

     On December 9, 1994, the Company and First Chicago
     Trust Company of New York (as successor to Morgan
     Shareholder Services Trust Company)  (the "Rights
     Agent") entered into Amendment No. 1 to Rights Agree
     ment (the "Amendment") which amended the Rights
     Agreement, dated January 18, 1989, between the
     Company and the Rights Agent.  The Amendment imposes
     a pre-condition that there be a determination by the
     Board of Directors as to whether it is in the best
     interests of the Company to determine that a person
     or entity would be an "Unqualified Gaming Person"
     (as defined in the Rights Agreement).  No other
     provisions of the Rights Agreement were affected.



Item 2.  Exhibits.

               Exhibit 1 Amendment No. 1 to Rights
               Agreement, dated as of December 9, 1994,
               between Caesars World, Inc. and First
               Chicago Trust Company of New York.


                       SIGNATURE

          Pursuant to the requirements of Section 12 of

the Securities Exchange Act of 1934, the registrant has

duly caused this Amendment to be signed on its behalf by

the undersigned, thereto duly authorized.

Date:  December 15, 1994

                              CAESARS WORLD, INC.




                              Name:     /s/Philip L. Ball
                              Title:    Senior Vice President

                     EXHIBIT INDEX



                                          Sequentially
                                            Numbered
Exhibit             Description                  Page

     1              Amendment No. 1                 5
                    to Rights
                    Agreement,
                    dated as of
                    December 9,
                    1994, between
                    Caesars World,
                    Inc. and First
                    Chicago Trust
                    Company of New
                    York.