Exhibit 99.6



                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         FIRST AMENDMENT ("First Amendment") to that certain May 17, 2004
Employment Agreement ("Employment Agreement") by and between CAESARS
ENTERTAINMENT, INC. ("Employer") and Wesley D. Allison ("Executive"), effective
October 20, 2004.

         In consideration of the promises and mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, the parties hereto agree as follows:


         1.       As of the effective date of this First Amendment, that
certain July 1, 2004 Letter Agreement between Employer and Executive shall
terminate and have no further force or effect.


         2.       Paragraph 1(B) of the Agreement is deleted and replaced with
the following:

                  B. Employer hereby employs Executive as Senior Vice President
and Controller, and in such other capacities and with such other
responsibilities as Employer shall determine. Executive also shall serve as
Interim Chief Financial Officer until such time as a new Chief Financial
Officer is appointed. Executive hereby accepts such employment upon the terms
and conditions hereafter set forth.


         3.       Paragraph 3(A) of the Employment Agreement is deleted and
replaced with the following:

                  A. For all services to be rendered by Executive pursuant to
this Agreement, Executive shall receive from Employer a salary at the annual
rate of $500,000, to be paid in equal installments at such payment intervals as
is the usual custom of Employer, but not less often than semi-monthly (the
"Base Salary"). Executive acknowledges that ten percent (10%) of the Base
Salary is being paid in consideration for the covenants contained in Paragraph
5 hereof, and an additional ten percent (10%) of the Base Salary is in
consideration for the assignment rights of Employer in Paragraph 11 hereof.
During the Term, the Base Salary shall not be decreased, either in connection
with the appointment of a new Chief Financial Officer or otherwise. Any
determination to increase the Base Salary during the term shall be within
Employer's sole discretion, provided, however, that the Base Salary may not be
decreased after any such discretionary increase.


         4.       Paragraph 3(B) of the Employment Agreement is deleted and
replaced with the following:

                  B. It is further understood by Executive and Employer that
Executive shall be eligible to participate in Employer's bonus program in
effect for executive personnel of Employer from time to time. Pursuant thereto,
Executive shall be eligible to receive a bonus up to his target bonus of 100%
of Base Salary. Except as otherwise provided in writing in connection with
Executive's bonuses for calendar year 2005, such bonus shall be determined in
the sole discretion of Employer based upon Executive's performance and
Employer's financial results.


         5.       The first sentence of Paragraph 17 of the Employment Agreement
is deleted and replaced with the following:

                  Except as otherwise provided in the last sentence of
Paragraph 3.B above, this Agreement constitutes the entire agreement between
the parties, supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof and may not be modified or
terminated orally.


         6.       All the other terms, covenants and conditions of the
Employment Agreement shall remain in full force and effect and unmodified by
this First Amendment.

CAESARS ENTERTAINMENT, INC.

By:


/s/ Wallace R. Barr
- -------------------------------------
Wallace R. Barr,
President and Chief Executive Officer


/s/ Wesley D. Allison
- -------------------------------------
Wesley D. Allison