<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1996
                                                Registration No. 333-_______
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                     ___________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                Harveys Casino Resorts        
                (Exact Name of Registrant as Specified in Its Charter)

                    Nevada                        88-0066882
     (State or Other Jurisdiction of         (I.R.S. Employer Identification  
        Incorporation or Organization)              Number)                 

                                     P.O. Box 128
                            Highway 50 & Stateline Avenue
                               Lake Tahoe, Nevada 89449
                                    (702) 588-2411
      (Address, Including Zip Code, and Telephone Number, Including Area Code,)
                     of Registrant's Principal Executive Offices)

                  HARVEYS CASINO RESORTS 1996 OMNIBUS INCENTIVE PLAN
                                 (Full title of Plan)
                            ------------------------------
                                Mr. John J. McLaughlin
             Senior Vice President, Chief Financial Officer and Treasurer
                                Harveys Casino Resorts
                                     P.O. Box 128
                               Lake Tahoe, Nevada 89449
                                    (702) 588-2411

         (Name, Address, Including Zip Code, and Telephone Number, Including
                           Area Code, of Agent For Service)

Copies to:
                                Peter P. Wallace, Esq.
                           Milbank, Tweed, Hadley & McCloy
                              601 South Figueroa Street
                            Los Angeles, California 90017
                                    (213) 892-4000

                           CALCULATION OF REGISTRATION FEE

================================================================================
Title of       Amount to be     Proposed maximum    Proposed       Amount of
Securities     registered (1)   Offering price per  maximun        registration
to be                           share (2)           aggregate      fee (2)
Registered                                          offering
                                                    price (2)
================================================================================

Common          500,000         $19.50              $9,750,000     $3,363.00
Stock, par
value $.01
per share       

===============================================================================
(1)  There are also registered hereby such indeterminate number of shares of
     Common Stock as may become issuable by reason of operation of the
     anti-dilution provisions of the Harveys Casino Resorts 1996 Omnibus 
     Incentive Plan of the Registrant described herein.


<PAGE>

(2)  Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     proposed maximum offering price per share and the proposed maximum
     aggregate offering price are estimated solely for purposes of calculating
     the registration fee and are based upon the following information:  (1)No
     options covering shares of Common Stock to be registered under this
     Registration Statement have yet been issued;  and (ii) the basis for
     calculating the registration fee for the options covering 500,000 shares
     registered hereby is the average of the high and low prices of the Common
     Stock of the Registrant on the New York Stock Exchange on July 24, 1996.
<PAGE>
<PAGE>                                     



PART I

                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.   Plan Information

          Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
 Securities Act') and the Note to Part I on Form S-8.  Harveys Casino Resorts
(the  Registrant') has delivered or caused to be delivered to each offeree of
securities covered by this Registration Statement the Prospectus relating
thereto.

Item 2.   Registrant Information and Employee Plan Annual Information

          The Registrant will, upon written or oral request, provide without
charge to any person to whom the Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act.  Such requests should be
directed to the Chief Financial Officer, Harveys Casino Resorts, P.O. Box 128,
Highway 50 & Stateline Avenue, Lake Tahoe, Nevada 89449 
(telephone (702) 588-2411).

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed by the Registrant with the Securities
and Exchange Commission (the  Commission') are incorporated by reference in this
Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     November 30, 1995, filed pursuant to Section 13(a) of the Securities
     Exchange Act of 1934, as amended (the  Exchange Act'). 

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     February 29, 1996, filed pursuant to Section 13(a) of the Exchange Act.

(c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     May 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

(d)  The description of the Registrant's common stock contained in the
     Registration Statement on Form 8-A filed by the Registrant under Section 12
     of the Exchange Act and declared effective by the Commission on February
     14, 1994, including any amendment or report updating such description of
     Common Stock.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all of the shares of Common Stock registered hereunder have been sold or which
deregisters all of such shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.   Description of Securities

          Only securities registered under Section 12 of the Exchange Act are
being offered.




<PAGE>

Item 5.   Interests of Named Experts and Counsel

          The legality of the shares of Common Stock offered hereunder and by
the Prospectus to which this Registration Statement relates has been passed upon
by Scarpello & Alling, Ltd., Stateline, Nevada.  Ronald D. Alling, a partner of
Scarpello & Alling, Ltd., owns 7,300 shares of Common Stock of the Registrant
through the Scarpello & Alling, Ltd. Profit-Sharing Plan and Trust.  Peter P.
Adamco, an associate attorney of Scarpello & Alling, Ltd., directly owns 100
shares of Common Stock of the Registrant.


Item 6.   Indemnification of Directors and Officers

          Section 78.751 of the Nevada Revised Statutes and the Registrant's
Articles of Incorporation and Bylaws contain provisions for indemnification of
officers and directors and certain representatives of the Registrant.  The
Bylaws require the Registrant to indemnify and hold harmless such persons to the
full extent permitted by Nevada law.  Each such person will be indemnified in
any proceeding if he acted in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Registrant. 
Indemnification would cover expenses, including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement.

          The Registrant's Bylaws also provide that the Registrant's Board of
Directors may cause the Registrant to purchase and maintain insurance on behalf
of any present or past director or officer insuring against any liability
asserted against such person incurred in the capacity of director or officer or
arising out of such status, whether or not the Registrant would have the power
to indemnify such person.  The Registrant intends to obtain directors' and
officers' liability insurance.

          The Registrant has entered into indemnification agreements (the
 Indemnification Agreements') with its directors and certain officers.  Each
Indemnification Agreement provides for, among other things: (i) indemnification
to the fullest extent permitted by law against any and all expenses, judgments,
fines, penalties and amounts paid in settlement of any claim against an
indemnified party (the "Indemnitee") unless it is determined, as provided in the
Indemnification Agreement, that indemnification is not permitted under law and
(ii) prompt advancement of expenses to any Indemnitee in connection with his or
her defense against any claim.

Item 8.   Exhibits

     4.1* Restated Articles of Incorporation of the Registrant.

     4.2* Bylaws of the Registrant.

     4.3* Specimen Common Stock Certificate for the Registrant.

     4.4      1996 Omnibus Incentive Plan.

     5        Opinion of Scarpello & Alling, Ltd.

     23.1 Consent of Grant Thornton LLP.

     23.2 Consent of Scarpello & Alling, Ltd. (included in Exhibit 5).

     24       Power of Attorney (contained on the signature page hereof).

- ----------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-70670)









<PAGE>

Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.


(C)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
<PAGE>
<PAGE>



                                      SIGNATURES


          THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stateline, State of Nevada, on this 26 day of
July, 1996.


                              HARVEYS CASINO RESORTS



                              By:  /s/ John J. McLaughlin               
                                 Name:  John J. McLaughlin
                                 Title: Chief Financial Officer




                                  POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
authorizes Charles W. Scharer and John J. McLaughlin, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof and the Registrant hereby confers like
authority on its behalf.






























<PAGE>

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


SIGNATURE                     TITLE                           DATE

/s/Thomas M. Yturbide         Chairman of the Board           July 25,1996
- --------------------------       and Director                 


/s/William B. Ledbetter       Vice Chairman of the Board
- --------------------------        Secretary and Director      July 25,1996


/s/Charles W. Scharer         President, Chief Executive
- --------------------------        Officer and Director
                              (Principal Executive Officer)   July 25,1996


/s/John J. McLaughlin         Senior Vice President and
- --------------------------      Chief Financial Officer
                              (Principal Financial Officer)   July 25,1996


/s/John P. Hewitt             Corporate Controller
- --------------------------    (Principal Accounting Officer)  July 25,1996


/s/Richard F. Kudrna, Sr.     Chairman Emeritus and  
- --------------------------          Director                  July 25,1996


                              Director                        July 25,1996
- --------------------------
Jessica L. Ledbetter
                              
/s/Kirk B. Ledbetter          Director                        July 25,1996
- --------------------------


/s/Luther Mack, Jr.           Director                        July 25,1996
- --------------------------


/s/Franklin K. Rahbeck        Director                        July 25,1996
- --------------------------























<PAGE>

                                    EXHIBIT INDEX



EXHIBIT       DESCRIPTION                                   SEQUENTIALLY
NUMBER                                                        NUMBERED
                                                                PAGE            
- --------------------------------------------------------------------------------
                                                                   
4.1           Restated Articles of Incorporation of the 
              Registrant.

4.2*          Bylaws of the Registrant.
              
4.3*          Specimen Common Stock Certificate for the
              Registrant.

4.4           1996 Omnibus Incentive Plan.

5             Opinion of Scarpello & Alling, Ltd.

23.1          Consent of Grant Thornton LLP.

23.2          Consent of Scarpello & Alling, Ltd. 
              (included in Exhibit 5).

24            Power of Attorney (contained on the signature
              page hereof).

- -----------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-70670)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17813}]
{"company-data": {"conformed-name": "HARVEYS CASINO RESORTS", "cik": "0000914022", "assigned-sic": "7990", "irs-number": "880066882", "state-of-incorporation": "NV", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08983", "film-number": "96599724"}, "business-address": {"street1": "HWY 50 & STATELINE AVE", "street2": "P O BOX 128", "city": "LAKE TAHOE", "state": "NV", "zip": "89449", "phone": "7025882411"}}
As filed with the Securities and Exchange Commission on July 26, 1996
                                                Registration No. 333-_______
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                     ___________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                Harveys Casino Resorts        
                (Exact Name of Registrant as Specified in Its Charter)

                    Nevada                        88-0066882
     (State or Other Jurisdiction of         (I.R.S. Employer Identification  
        Incorporation or Organization)              Number)                 

                                     P.O. Box 128
                            Highway 50 & Stateline Avenue
                               Lake Tahoe, Nevada 89449
                                    (702) 588-2411
      (Address, Including Zip Code, and Telephone Number, Including Area Code,)
                     of Registrant's Principal Executive Offices)

                  HARVEYS CASINO RESORTS 1996 OMNIBUS INCENTIVE PLAN
                                 (Full title of Plan)
                            ------------------------------
                                Mr. John J. McLaughlin
             Senior Vice President, Chief Financial Officer and Treasurer
                                Harveys Casino Resorts
                                     P.O. Box 128
                               Lake Tahoe, Nevada 89449
                                    (702) 588-2411

         (Name, Address, Including Zip Code, and Telephone Number, Including
                           Area Code, of Agent For Service)

Copies to:
                                Peter P. Wallace, Esq.
                           Milbank, Tweed, Hadley & McCloy
                              601 South Figueroa Street
                            Los Angeles, California 90017
                                    (213) 892-4000

                           CALCULATION OF REGISTRATION FEE

================================================================================
Title of       Amount to be     Proposed maximum    Proposed       Amount of
Securities     registered (1)   Offering price per  maximun        registration
to be                           share (2)           aggregate      fee (2)
Registered                                          offering
                                                    price (2)
================================================================================

Common          500,000         $19.50              $9,750,000     $3,363.00
Stock, par
value $.01
per share       

===============================================================================
(1)  There are also registered hereby such indeterminate number of shares of
     Common Stock as may become issuable by reason of operation of the
     anti-dilution provisions of the Harveys Casino Resorts 1996 Omnibus 
     Incentive Plan of the Registrant described herein.
(2)  Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
     proposed maximum offering price per share and the proposed maximum
     aggregate offering price are estimated solely for purposes of calculating
     the registration fee and are based upon the following information:  (1)No
     options covering shares of Common Stock to be registered under this
     Registration Statement have yet been issued;  and (ii) the basis for
     calculating the registration fee for the options covering 500,000 shares
     registered hereby is the average of the high and low prices of the Common
     Stock of the Registrant on the New York Stock Exchange on July 24, 1996.
PART I

                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1.   Plan Information

          Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with
Rule 428 promulgated pursuant to the Securities Act of 1933, as amended (the
 Securities Act') and the Note to Part I on Form S-8.  Harveys Casino Resorts
(the  Registrant') has delivered or caused to be delivered to each offeree of
securities covered by this Registration Statement the Prospectus relating
thereto.

Item 2.   Registrant Information and Employee Plan Annual Information

          The Registrant will, upon written or oral request, provide without
charge to any person to whom the Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act.  Such requests should be
directed to the Chief Financial Officer, Harveys Casino Resorts, P.O. Box 128,
Highway 50 & Stateline Avenue, Lake Tahoe, Nevada 89449 
(telephone (702) 588-2411).

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed by the Registrant with the Securities
and Exchange Commission (the  Commission') are incorporated by reference in this
Registration Statement:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     November 30, 1995, filed pursuant to Section 13(a) of the Securities
     Exchange Act of 1934, as amended (the  Exchange Act'). 

(b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     February 29, 1996, filed pursuant to Section 13(a) of the Exchange Act.

(c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     May 31, 1996, filed pursuant to Section 13(a) of the Exchange Act.

(d)  The description of the Registrant's common stock contained in the
     Registration Statement on Form 8-A filed by the Registrant under Section 12
     of the Exchange Act and declared effective by the Commission on February
     14, 1994, including any amendment or report updating such description of
     Common Stock.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all of the shares of Common Stock registered hereunder have been sold or which
deregisters all of such shares of Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.

Item 4.   Description of Securities

          Only securities registered under Section 12 of the Exchange Act are
being offered.
Item 5.   Interests of Named Experts and Counsel

          The legality of the shares of Common Stock offered hereunder and by
the Prospectus to which this Registration Statement relates has been passed upon
by Scarpello & Alling, Ltd., Stateline, Nevada.  Ronald D. Alling, a partner of
Scarpello & Alling, Ltd., owns 7,300 shares of Common Stock of the Registrant
through the Scarpello & Alling, Ltd. Profit-Sharing Plan and Trust.  Peter P.
Adamco, an associate attorney of Scarpello & Alling, Ltd., directly owns 100
shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers

          Section 78.751 of the Nevada Revised Statutes and the Registrant's
Articles of Incorporation and Bylaws contain provisions for indemnification of
officers and directors and certain representatives of the Registrant.  The
Bylaws require the Registrant to indemnify and hold harmless such persons to the
full extent permitted by Nevada law.  Each such person will be indemnified in
any proceeding if he acted in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Registrant. 
Indemnification would cover expenses, including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement.

          The Registrant's Bylaws also provide that the Registrant's Board of
Directors may cause the Registrant to purchase and maintain insurance on behalf
of any present or past director or officer insuring against any liability
asserted against such person incurred in the capacity of director or officer or
arising out of such status, whether or not the Registrant would have the power
to indemnify such person.  The Registrant intends to obtain directors' and
officers' liability insurance.

          The Registrant has entered into indemnification agreements (the
 Indemnification Agreements') with its directors and certain officers.  Each
Indemnification Agreement provides for, among other things: (i) indemnification
to the fullest extent permitted by law against any and all expenses, judgments,
fines, penalties and amounts paid in settlement of any claim against an
indemnified party (the "Indemnitee") unless it is determined, as provided in the
Indemnification Agreement, that indemnification is not permitted under law and
(ii) prompt advancement of expenses to any Indemnitee in connection with his or
her defense against any claim.

Item 8.   Exhibits

     4.1* Restated Articles of Incorporation of the Registrant.

     4.2* Bylaws of the Registrant.

     4.3* Specimen Common Stock Certificate for the Registrant.

     4.4      1996 Omnibus Incentive Plan.

     5        Opinion of Scarpello & Alling, Ltd.

     23.1 Consent of Grant Thornton LLP.

     23.2 Consent of Scarpello & Alling, Ltd. (included in Exhibit 5).

     24       Power of Attorney (contained on the signature page hereof).

- ----------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-70670)
Item 9.  Undertakings

(a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(C)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities Act
     and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
SIGNATURES

          THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stateline, State of Nevada, on this 26 day of
July, 1996.

                              HARVEYS CASINO RESORTS

                              By:  /s/ John J. McLaughlin               
                                 Name:  John J. McLaughlin
                                 Title: Chief Financial Officer

                                  POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
authorizes Charles W. Scharer and John J. McLaughlin, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof and the Registrant hereby confers like
authority on its behalf.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE                     TITLE                           DATE

/s/Thomas M. Yturbide         Chairman of the Board           July 25,1996
- --------------------------       and Director                 

/s/William B. Ledbetter       Vice Chairman of the Board
- --------------------------        Secretary and Director      July 25,1996

/s/Charles W. Scharer         President, Chief Executive
- --------------------------        Officer and Director
                              (Principal Executive Officer)   July 25,1996

/s/John J. McLaughlin         Senior Vice President and
- --------------------------      Chief Financial Officer
                              (Principal Financial Officer)   July 25,1996

/s/John P. Hewitt             Corporate Controller
- --------------------------    (Principal Accounting Officer)  July 25,1996

/s/Richard F. Kudrna, Sr.     Chairman Emeritus and  
- --------------------------          Director                  July 25,1996

                              Director                        July 25,1996
- --------------------------
Jessica L. Ledbetter
                              
/s/Kirk B. Ledbetter          Director                        July 25,1996
- --------------------------

/s/Luther Mack, Jr.           Director                        July 25,1996
- --------------------------

/s/Franklin K. Rahbeck        Director                        July 25,1996
- --------------------------
EXHIBIT INDEX

EXHIBIT       DESCRIPTION                                   SEQUENTIALLY
NUMBER                                                        NUMBERED
                                                                PAGE            
- --------------------------------------------------------------------------------
                                                                   
4.1           Restated Articles of Incorporation of the 
              Registrant.

4.2*          Bylaws of the Registrant.
              
4.3*          Specimen Common Stock Certificate for the
              Registrant.

4.4           1996 Omnibus Incentive Plan.

5             Opinion of Scarpello & Alling, Ltd.

23.1          Consent of Grant Thornton LLP.

23.2          Consent of Scarpello & Alling, Ltd. 
              (included in Exhibit 5).

24            Power of Attorney (contained on the signature
              page hereof).

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* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-70670)