SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                                ---------------

                                   FORM 8-K/A
                                Amendment No. 2


                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                       February 10, 2000 (December 30, 1999)


                       PARK PLACE ENTERTAINMENT CORPORATION
                       ------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


DELAWARE                        0-14573                   88-0400631
- ---------                      ---------                 -------------
(State or Other             (Commission File             (IRS Employer
 Jurisdiction of                 Number)               Identification No.)
 Incorporation)



                           3930 HOWARD HUGHES PARKWAY
                            LAS VEGAS, NEVADA  89109
                           --------------------------
              (Address of Principal Executive Offices) (Zip Code)


                               (702) 699-5000
                               --------------
              (Registrant's telephone number, including area code)


                                Not Applicable
                                --------------
         (Former name or former address, if changed since last report)



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         On December 30, 1999, the Company filed a form 8-K reporting the
         successful acquisition of Caesars World, Inc. and other gaming
         assets ("Caesars") from Starwood Hotels and Resorts Worldwide, Inc.
         The Company is herewith filing the required historical and pro forma
         financial statements for the acquired businesses.

         (a) Financial statements of businesses acquired.

             The audited financial statements of Starwood Hotels and Resorts
             Worldwide, Inc. Gaming Operations to be Sold to Park Place
             Entertainment for the two previous fiscal years, and the
             accountants report related thereto, and the unaudited financial
             statements for the nine months ended September 30, 1999 and
             1998, are attached hereto as an exhibit.

         (b) Pro forma financial information.

             The required pro forma financial information relating to the
             Company's acquisition of Starwood Hotels and Resorts Worldwide,
             Inc. Gaming Operations to be Sold to Park Place Entertainment
             for the nine months ended September 30, 1999 and the twelve
             months ended December 31, 1998, is attached hereto as an exhibit.


         (c) Exhibits

         23.1  Consent of Arthur Anderson

         23.2  Consent of Ernst and Young

         99.1  Starwood Hotel & Resorts Worldwide, Inc. Gaming Operations To
               Be Sold To Park Place Entertainment Corporation audited
               financial statements as of and for the years ended December
               31, 1998 and 1997, and the unaudited financial statements as
               of September 30, 1999, and for the nine months ended September
               30, 1999 and 1998.

         99.2  Park Place Entertainment's unaudited Pro Forma Condensed
               Financial Statements for the Nine Months Ended September 30,
               1999 and the Twelve Months Ended December 31, 1998.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.


PARK PLACE ENTERTAINMENT CORPORATION
(Registrant)



Date: February 9, 2000

 /s/ Scott A. LaPorta
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Scott A. LaPorta
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)