SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549

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                                    FORM 8-K


                            CURRENT REPORT PURSUANT TO
                            SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
        
       Date of report (Date of earliest event reported):  November 24, 1998
        
        
                       Park Place Entertainment Corporation
                       ------------------------------------
                          (Exact Name of Registrant as
                              Specified in Charter)



         Delaware                  1-14573                   88-0400631
     ----------------            ------------              --------------
     (State or Other             (Commission                (IRS Employer
     Jurisdiction of                File                    Identification
      Incorporation)               Number)                       No.)



                         3930 Howard Hughes Parkway
                          Las Vegas, Nevada 89109
                      --------------------------------
                            (Address of Principal
                              Executive Offices)


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




ITEM 5.   OTHER EVENTS

      A copy of the press release, dated November 24, 1998, of Hilton Hotels 
Corporation, the parent corporation of the Registrant, is attached hereto as 
Exhibit 99 and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          7(c) Exhibits
               --------
                 99     Press Release of Hilton Hotels Corporation, dated 
                        November 24, 1998.




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          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 hereunto duly authorized.

                              HILTON HOTELS CORPORATION

Dated:  November 24, 1998      By:  /s/     SCOTT A. LAPORTA
                                   -------------------------------------------
                                   Name:   Scott A. LaPorta
                                   Title:  Executive Vice President and
                                           Chief Financial Officer


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