As filed with the Securities and Exchange Commission on
                              February 22, 1994

                        Registration Statement No. 33-
                                                           

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    Under
                        THE SECURITIES ACT OF 1933

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

              Florida                                59-0773674      
  (State or Other Jurisdiction                    (IRS Employer of
Incorporation or Organization)                 Identification Number)
 
                     1801 Century Park East, Suite 2600
                       Los Angeles, California  90067
            (Address of Principal Executive Offices) (Zip Code)

                     STOCK OPTION AGREEMENT BY AND BETWEEN
                   CAESARS WORLD, INC. AND EVANDER HOLYFIELD
                             (Full title of plan)

                                 PHILIP L. BALL
                               Caesars World, Inc.
                             1801 Century Park East
                         Los Angeles, California  90067
                     (Name and address of agent for service)

                                 (310) 552-2711
                       (Telephone number, including area code,
                              of agent for service)
                                        
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                            Proposed     Proposed 
  Title of                  Maximum      Maximum 
 Securities      Amount    Offering      Aggregate    Amount of 
   to be         to be      Price       Offering   Registration
 Registered    Registered  Per Share(1)  Price(1)       Fee    
<S>            <C>         <C>          <C>            <C> 
Common Stock,    100,000      $55.50    $5,550,000     $1,914
  $.10
 par value 
<FN>
(1)     Based on the average of the high and low reported sale
price of Registrant's Common Stock on the New York Stock
Exchange Composite Tape on January 19, 1994, the date of
Registrant's agreement with the option holder.
</TABLE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The Company incorporates by reference into this
Registration Statement (a) the Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 1993 filed
with the Securities and Exchange Commission; (b) all other
reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") since July 31, 1993; and (c) the
description of the Common Stock of the Company set forth
in its Registration Statement filed under the Exchange Act,
including amendments or reports filed for purposes of
updating such description. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by
reference in this Registration Statement and to be a part of
it from the date of filing of those documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein
or in any subsequently filed documents which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statements so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.


Item 4.   Description of Securities.
  
        The Company is authorized to issue (i) 50,000,000
shares of Common Stock, par value ten cents ($.10) per share,
of which 24,897,002 shares of Common Stock were outstanding
as of February 15, 1994 and (ii) 1,000,000 shares of
Preferred Stock, par value One Dollar ($1.00) per share,
none of which is issued.  The Company's Board of Directors
(the "Board") has the authority, without further action by
shareholders, to determine the principal rights, preferences
and privileges of the unissued Preferred Stock.

        Except as provided below, at all meetings of
shareholders of the Company, each holder of record of Common
Stock shall be entitled to one vote for each share of Common
Stock held by him or her.  The Company's governing instruments
do not permit cumulative voting.

        Subject to the limitations contained in the Company's
debt instruments and after provision for the payment of
dividends on any series of Preferred Stock which might be
issued pursuant to the Board's authority described above
and which has a preference with respect to the payment of
dividends, holders of Common Stock are entitled to receive
such dividends as may be declared by the Board out of funds
legally available for such purpose.

        The Common Stock has no conversion rights.  A sale of
the Common Stock can be forced or the Common Stock can be
redeemed by the Company and dividend and voting rights can
be denied any shareholder if in the judgment of the Board
such redemption or such denial of voting rights or dividend
rights is necessary to prevent the loss, or to secure the
reinstatement of, any license or franchise from any
governmental agency necessary for the Company or one of its
subsidiaries to conduct any portion of the business of the
Company or such subsidiary which license or franchise is
conditioned upon some or all of the holders of the Company's
Common Stock possessing prescribed qualifications.

        The holders of shares of Common Stock are entitled in
the event of any liquidation, dissolution or winding up of the
affairs of the Company to share pro rata in all lawful
distributions of the remaining assets of the Company.

        No holders of shares of Common Stock have any
preemptive rights to subscribe for any stock or other
securities of the Company which may be issued.

Certain Provisions of the Company's Amended and Restated
Articles of Incorporation and Bylaws

        The Amended and Restated Articles of Incorporation
and By-laws of the Company contain certain provisions which
may have the effect of delaying, deferring or preventing a
change of control of the Company.  The Amended and Restated
Articles of Incorporation provide that the Board shall be
divided into three classes, each class serving for a term
of three years, with their election staggered so that the
term of one class expires in each year.  The Bylaws of the
Company provide that the number of directors of the Company
will be nine, and the Amended and Restated Articles of
Incorporation and the Bylaws provide that subject to the
rights, if any, of the holders of shares of any Preferred
Stock then outstanding, directors may be removed only for
cause and by a vote of at least 80% of the outstanding
Common Stock of the Company entitled to vote at an election
for such directors.  The Bylaws require that a person's
candidacy be notified to the Board at least 60 days in
advance of any solicitation in order for such person to be
eligible to be elected or serve as director unless such
person is already a director or such notice is waived by
the Board.  In addition, the Company's Bylaws provide that
a candidate for director must be cleared by the Company's
internal security department and must be properly qualified
with applicable gaming regulatory authorities.  In addition,
under the Bylaws, certain persons owing securities of or
associated with competitors of the Company and its
subsidiaries are ineligible to be elected or serve as
directors.  The Bylaws further provide that for business
to be properly introduced by a stockholder where such
business is not specified in the notice of the meeting or
brought by or at the direction of the Board, the stockholder
must have given at least 75 days prior written notice to the
Company.  The Amended and Restated Articles of Incorporation
and the Bylaws provide that any action required to be taken
by the shareholders of the Company must be effected at a
duly called shareholders meeting and except in certain
specific limited circumstances as provided by the Florida
General Corporation Act, may not be effected by written
consent of such shareholders.  The Bylaws further provide
that vacancies on the Board may be filled by a majority of
the remaining directors, including a sole remaining director.
The Amended and Restated Articles of Incorporation and Bylaws
provide that the Bylaws may be adopted, repealed, altered,
amended or rescinded by the Board or by the affirmative vote
of 80% of the outstanding Common Stock of the Company
entitled to vote thereon.  The affirmative vote of 80% of
the voting power of all the stock of the Company entitled
to vote generally in the election of directors voting
together as a single class is required to alter, amend or
adopt any provision inconsistent with the provisions of the
Company's Amended and Restated Articles of Incorporation
described above.

        In addition, the Amended and Restated Articles of
Incorporation contain a "fair price" provision under which
certain business combinations and other transactions
including a merger between the Company and the beneficial
owner of voting stock of the Company representing 15% or
more of the votes entitled to be cast by the holders of
all then outstanding voting stock are subject to the
approval by the affirmative vote of not less than 80% of
the votes entitled to be cast by the holders of all the then
outstanding voting stock, voting together as a single class,
unless (i) the Business Combination is approved by a
majority of directors who are independent of the 15%
beneficial owner or (ii) certain price and procedural
requirements are met.

Shareholders Rights Plan

        In January 1989, the Board authorized a Shareholders'
Rights Plan, and declared a dividend of one right for each
share of Common Stock.  The rights may only become
exercisable under certain circumstances involving actual or
potential acquisitions of the Company's Common Stock by a
specified person or affiliated group.  If the rights become
exercisable and are not redeemed by the Company, the holder
may be entitled to purchase or receive upon exercise,
depending on the circumstances, units consisting of one
two-hundredth of a share of the Company's $1 par value Series
A Junior Participating Preferred Stock at a price of $125
per share (subject to adjustment), shares of the Company's
Common Stock or other assets with a value equal to twice the
exercise price, or shares of the Common Stock of the
acquiror at one-half the then market price.  The rights
expire in January 1999, unless they are exercised or
redeemed.  Until certain specified dates, the Company may
redeem the rights at one cent per share.  Rights owned by
certain specified shareholders may be void.  The provision
concerning the rights are set forth in a Rights Agreement
between the Company and the Rights Agent.
        
Item 5.  Interests of Named Experts and Counsel.

        The legality of the Common Stock offered by this
Registration Statement will be passed upon for the Company
by Philip L. Ball, Esq., the General Counsel of the Company.
Mr. Ball is also a director, Senior Vice President and
Secretary of the Company.  Mr. Ball is deemed to be the
beneficial owner of 135,586 shares of Company Common Stock.

Item 6.  Indemnification of Directors and Officers.

        Article VIII of the Company's Bylaws provides that
the Company shall indemnify any person made a party to an
action by reason of having been a director or officer of the
Company or a subsidiary against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement in connection with the action if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with
respect to a criminal proceeding, with no reasonable cause
to believe his conduct was unlawful.  The Company may
purchase and maintain insurance on behalf of officers,
directors, employees or agents against liability asserted
against them, whether or not the Company would have power to
indemnify them against the liabilities under Article VIII of
the Bylaws or under the laws of the state of Florida.  Also,
employment contracts for certain officers provide for
indemnification under similar standards to such persons.
Finally, the Florida Business Corporation Act authorizes
indemnification also under similar standards.


Item 7.  Exemption from Registration Claimed.

        Not applicable.  No restricted securities are to be
reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits

  4.    Amended and Restated Articles of Incorporation --
incorporated by reference to report on Company's Quarterly
Report on Form 10-Q for quarter ended January 31, 1990.

  5.    Opinion of Counsel

 15.    Letter regarding unaudited interim financial
        information 

 24.    Consents:

        (i)  Philip L. Ball, Esq. -- included in Exhibit 5

        (ii) Arthur Andersen & Co. 

 25.    Powers of Attorney -- included on page 8 of this
        Registration Statement

 28.    Additional Exhibits:

        (i)    Draft Personal Services Agreement by and
               between the Company and Evander Holyfield

        (ii)   Draft Stock Option Agreement by and between
               the Company and Evander Holyfield


Item 9.        Undertakings.

        (1)    The undersigned Registrant hereby undertakes
to deliver or cause to be delivered with any Prospectus to
the option holder a copy of the Registrant's annual report
to shareholders for its last fiscal year, unless the option
holder otherwise has received a copy of such report, in
which case the Registrant shall state in the Prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the option holder.  If
the last fiscal year of the Registrant has ended within
120 days prior to the use of the Prospectus, the annual
report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to
the option holder.

(2)     The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to the option holder,
at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders
generally.

(3)     The undersigned registrant hereby undertakes:

     (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

        (i)  to include any Prospectus required by Section
of the Securities Act of 1933;

        (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement;

        (iii) to include any material information with
respect to the distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement, provided,
however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.

     (b)   That, for the purpose of determining any
liability under the Securities Act of 1933, 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.

     (c)   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.

(4)     The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, 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 the 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.

(5)     Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions (as
set forth in above Item 6. of this Registration Statement)
or otherwise, the Registrant has been  advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
such Act and is, therefore, unenforceable.  In  the event
that a claim for indemnification against such liabilities
(other than the 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 Act and will
be governed by the final adjudication of such issue.

                                  SIGNATURES

        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 Los Angeles, State
of California on this 18th day of February, 1994

                       CAESARS WORLD, INC.
                                


                       By:  /s/Philip L. Ball                                
                             Philip L. Ball
                             Senior Vice President,
                             Secretary and General Counsel


                                POWER OF ATTORNEY

        Each person whose signature appears below appoints
each of Henry Gluck, Roger Lee and Philip L. Ball his agent
and attorney in fact, with full power of substitution, to
execute for him and in his name, in any and all capacities,
all amendments, including post-effective amendments, to the
Registration Statement to which this power of attorney is
attached.

        Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.


      Signature           Capacity                Date




/s/Henry Gluck    Chairman of the Board,                
Henry Gluck       Chief Executive
                  Officer                   February 18, 1994
                  and Director
                  (Principal Executive Officer)


/s/Roger Lee      Director and Senior       February 18, 1994                   
Roger Lee         Vice President Finance
                  and Administration
                  (Principal Financial Officer)






/s/Bruce C. Hinckley  Vice President         February 18, 1994
Bruce C. Hinckley     and Controller
                      (Principal Accounting
                      Officer)

/s/J. Terrence Lanni  Director, President    February 18, 1994
J. Terrence Lanni     and Chief Operating
                      Officer 
                             
        
/s/Philip L. Ball     Director, Senior Vice  February 18, 1994
Philip L. Ball        President, Secretary 
                      and General Counsel


____________________   Director                    , 1994
Irving Buchalter



____________________   Director                    , 1994
Terry Burman



/s/William E. Chaikin  Director              February 18, 1994
William E. Chaikin



____________________   Director                    , 1994
Peter I. Echeverria                   



____________________   Director                    , 1994
Stanley Sevilla
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21360}]
{"company-data": {"conformed-name": "CAESARS WORLD INC", "cik": "0000016095", "assigned-sic": "7990", "irs-number": "590773674", "state-of-incorporation": "FL", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52363", "film-number": "94511085"}, "business-address": {"street1": "1801 CENTURY PARK E STE 2600", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105522711"}, "mail-address": {"street1": "1801 CENTURY PARK EAST", "street2": "SUITE 2600", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": {"former-conformed-name": "LUMS INC", "date-changed": "19720123"}}
As filed with the Securities and Exchange Commission on
                              February 22, 1994

                        Registration Statement No. 33-
                                                           

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    Under
                        THE SECURITIES ACT OF 1933

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

              Florida                                59-0773674      
  (State or Other Jurisdiction                    (IRS Employer of
Incorporation or Organization)                 Identification Number)
 
                     1801 Century Park East, Suite 2600
                       Los Angeles, California  90067
            (Address of Principal Executive Offices) (Zip Code)

                     STOCK OPTION AGREEMENT BY AND BETWEEN
                   CAESARS WORLD, INC. AND EVANDER HOLYFIELD
                             (Full title of plan)

                                 PHILIP L. BALL
                               Caesars World, Inc.
                             1801 Century Park East
                         Los Angeles, California  90067
                     (Name and address of agent for service)

                                 (310) 552-2711
                       (Telephone number, including area code,
                              of agent for service)
                                        
                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed 
  Title of                  Maximum      Maximum 
 Securities      Amount    Offering      Aggregate    Amount of 
   to be         to be      Price       Offering   Registration
 Registered    Registered  Per Share(1)  Price(1)       Fee
Common Stock,    100,000      $55.50    $5,550,000     $1,914
  $.10
 par value
(1)     Based on the average of the high and low reported sale
price of Registrant's Common Stock on the New York Stock
Exchange Composite Tape on January 19, 1994, the date of
Registrant's agreement with the option holder.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The Company incorporates by reference into this
Registration Statement (a) the Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 1993 filed
with the Securities and Exchange Commission; (b) all other
reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") since July 31, 1993; and (c) the
description of the Common Stock of the Company set forth
in its Registration Statement filed under the Exchange Act,
including amendments or reports filed for purposes of
updating such description. All documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, will be deemed to be incorporated by
reference in this Registration Statement and to be a part of
it from the date of filing of those documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein
or in any subsequently filed documents which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statements so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.
  
        The Company is authorized to issue (i) 50,000,000
shares of Common Stock, par value ten cents ($.10) per share,
of which 24,897,002 shares of Common Stock were outstanding
as of February 15, 1994 and (ii) 1,000,000 shares of
Preferred Stock, par value One Dollar ($1.00) per share,
none of which is issued.  The Company's Board of Directors
(the "Board") has the authority, without further action by
shareholders, to determine the principal rights, preferences
and privileges of the unissued Preferred Stock.

        Except as provided below, at all meetings of
shareholders of the Company, each holder of record of Common
Stock shall be entitled to one vote for each share of Common
Stock held by him or her.  The Company's governing instruments
do not permit cumulative voting.

        Subject to the limitations contained in the Company's
debt instruments and after provision for the payment of
dividends on any series of Preferred Stock which might be
issued pursuant to the Board's authority described above
and which has a preference with respect to the payment of
dividends, holders of Common Stock are entitled to receive
such dividends as may be declared by the Board out of funds
legally available for such purpose.

        The Common Stock has no conversion rights.  A sale of
the Common Stock can be forced or the Common Stock can be
redeemed by the Company and dividend and voting rights can
be denied any shareholder if in the judgment of the Board
such redemption or such denial of voting rights or dividend
rights is necessary to prevent the loss, or to secure the
reinstatement of, any license or franchise from any
governmental agency necessary for the Company or one of its
subsidiaries to conduct any portion of the business of the
Company or such subsidiary which license or franchise is
conditioned upon some or all of the holders of the Company's
Common Stock possessing prescribed qualifications.

        The holders of shares of Common Stock are entitled in
the event of any liquidation, dissolution or winding up of the
affairs of the Company to share pro rata in all lawful
distributions of the remaining assets of the Company.

        No holders of shares of Common Stock have any
preemptive rights to subscribe for any stock or other
securities of the Company which may be issued.

Certain Provisions of the Company's Amended and Restated
Articles of Incorporation and Bylaws

        The Amended and Restated Articles of Incorporation
and By-laws of the Company contain certain provisions which
may have the effect of delaying, deferring or preventing a
change of control of the Company.  The Amended and Restated
Articles of Incorporation provide that the Board shall be
divided into three classes, each class serving for a term
of three years, with their election staggered so that the
term of one class expires in each year.  The Bylaws of the
Company provide that the number of directors of the Company
will be nine, and the Amended and Restated Articles of
Incorporation and the Bylaws provide that subject to the
rights, if any, of the holders of shares of any Preferred
Stock then outstanding, directors may be removed only for
cause and by a vote of at least 80% of the outstanding
Common Stock of the Company entitled to vote at an election
for such directors.  The Bylaws require that a person's
candidacy be notified to the Board at least 60 days in
advance of any solicitation in order for such person to be
eligible to be elected or serve as director unless such
person is already a director or such notice is waived by
the Board.  In addition, the Company's Bylaws provide that
a candidate for director must be cleared by the Company's
internal security department and must be properly qualified
with applicable gaming regulatory authorities.  In addition,
under the Bylaws, certain persons owing securities of or
associated with competitors of the Company and its
subsidiaries are ineligible to be elected or serve as
directors.  The Bylaws further provide that for business
to be properly introduced by a stockholder where such
business is not specified in the notice of the meeting or
brought by or at the direction of the Board, the stockholder
must have given at least 75 days prior written notice to the
Company.  The Amended and Restated Articles of Incorporation
and the Bylaws provide that any action required to be taken
by the shareholders of the Company must be effected at a
duly called shareholders meeting and except in certain
specific limited circumstances as provided by the Florida
General Corporation Act, may not be effected by written
consent of such shareholders.  The Bylaws further provide
that vacancies on the Board may be filled by a majority of
the remaining directors, including a sole remaining director.
The Amended and Restated Articles of Incorporation and Bylaws
provide that the Bylaws may be adopted, repealed, altered,
amended or rescinded by the Board or by the affirmative vote
of 80% of the outstanding Common Stock of the Company
entitled to vote thereon.  The affirmative vote of 80% of
the voting power of all the stock of the Company entitled
to vote generally in the election of directors voting
together as a single class is required to alter, amend or
adopt any provision inconsistent with the provisions of the
Company's Amended and Restated Articles of Incorporation
described above.

        In addition, the Amended and Restated Articles of
Incorporation contain a "fair price" provision under which
certain business combinations and other transactions
including a merger between the Company and the beneficial
owner of voting stock of the Company representing 15% or
more of the votes entitled to be cast by the holders of
all then outstanding voting stock are subject to the
approval by the affirmative vote of not less than 80% of
the votes entitled to be cast by the holders of all the then
outstanding voting stock, voting together as a single class,
unless (i) the Business Combination is approved by a
majority of directors who are independent of the 15%
beneficial owner or (ii) certain price and procedural
requirements are met.

Shareholders Rights Plan

        In January 1989, the Board authorized a Shareholders'
Rights Plan, and declared a dividend of one right for each
share of Common Stock.  The rights may only become
exercisable under certain circumstances involving actual or
potential acquisitions of the Company's Common Stock by a
specified person or affiliated group.  If the rights become
exercisable and are not redeemed by the Company, the holder
may be entitled to purchase or receive upon exercise,
depending on the circumstances, units consisting of one
two-hundredth of a share of the Company's $1 par value Series
A Junior Participating Preferred Stock at a price of $125
per share (subject to adjustment), shares of the Company's
Common Stock or other assets with a value equal to twice the
exercise price, or shares of the Common Stock of the
acquiror at one-half the then market price.  The rights
expire in January 1999, unless they are exercised or
redeemed.  Until certain specified dates, the Company may
redeem the rights at one cent per share.  Rights owned by
certain specified shareholders may be void.  The provision
concerning the rights are set forth in a Rights Agreement
between the Company and the Rights Agent.
        
Item 5.  Interests of Named Experts and Counsel.

        The legality of the Common Stock offered by this
Registration Statement will be passed upon for the Company
by Philip L. Ball, Esq., the General Counsel of the Company.
Mr. Ball is also a director, Senior Vice President and
Secretary of the Company.  Mr. Ball is deemed to be the
beneficial owner of 135,586 shares of Company Common Stock.

Item 6.  Indemnification of Directors and Officers.

        Article VIII of the Company's Bylaws provides that
the Company shall indemnify any person made a party to an
action by reason of having been a director or officer of the
Company or a subsidiary against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement in connection with the action if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with
respect to a criminal proceeding, with no reasonable cause
to believe his conduct was unlawful.  The Company may
purchase and maintain insurance on behalf of officers,
directors, employees or agents against liability asserted
against them, whether or not the Company would have power to
indemnify them against the liabilities under Article VIII of
the Bylaws or under the laws of the state of Florida.  Also,
employment contracts for certain officers provide for
indemnification under similar standards to such persons.
Finally, the Florida Business Corporation Act authorizes
indemnification also under similar standards.

Item 7.  Exemption from Registration Claimed.

        Not applicable.  No restricted securities are to be
reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits

  4.    Amended and Restated Articles of Incorporation --
incorporated by reference to report on Company's Quarterly
Report on Form 10-Q for quarter ended January 31, 1990.

  5.    Opinion of Counsel

 15.    Letter regarding unaudited interim financial
        information 

 24.    Consents:

        (i)  Philip L. Ball, Esq. -- included in Exhibit 5

        (ii) Arthur Andersen & Co. 

 25.    Powers of Attorney -- included on page 8 of this
        Registration Statement

 28.    Additional Exhibits:

        (i)    Draft Personal Services Agreement by and
               between the Company and Evander Holyfield

        (ii)   Draft Stock Option Agreement by and between
               the Company and Evander Holyfield

Item 9.        Undertakings.

        (1)    The undersigned Registrant hereby undertakes
to deliver or cause to be delivered with any Prospectus to
the option holder a copy of the Registrant's annual report
to shareholders for its last fiscal year, unless the option
holder otherwise has received a copy of such report, in
which case the Registrant shall state in the Prospectus
that it will promptly furnish, without charge, a copy of
such report on written request of the option holder.  If
the last fiscal year of the Registrant has ended within
120 days prior to the use of the Prospectus, the annual
report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to
the option holder.

(2)     The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to the option holder,
at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders
generally.

(3)     The undersigned registrant hereby undertakes:

     (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

        (i)  to include any Prospectus required by Section
of the Securities Act of 1933;

        (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement;

        (iii) to include any material information with
respect to the distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement, provided,
however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.

     (b)   That, for the purpose of determining any
liability under the Securities Act of 1933, 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.

     (c)   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.

(4)     The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, 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 the 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.

(5)     Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions (as
set forth in above Item 6. of this Registration Statement)
or otherwise, the Registrant has been  advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
such Act and is, therefore, unenforceable.  In  the event
that a claim for indemnification against such liabilities
(other than the 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 Act and will
be governed by the final adjudication of such issue.

                                  SIGNATURES

        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 Los Angeles, State
of California on this 18th day of February, 1994

                       CAESARS WORLD, INC.
                                

                       By:  /s/Philip L. Ball                                
                             Philip L. Ball
                             Senior Vice President,
                             Secretary and General Counsel

                                POWER OF ATTORNEY

        Each person whose signature appears below appoints
each of Henry Gluck, Roger Lee and Philip L. Ball his agent
and attorney in fact, with full power of substitution, to
execute for him and in his name, in any and all capacities,
all amendments, including post-effective amendments, to the
Registration Statement to which this power of attorney is
attached.

        Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.

      Signature           Capacity                Date

/s/Henry Gluck    Chairman of the Board,                
Henry Gluck       Chief Executive
                  Officer                   February 18, 1994
                  and Director
                  (Principal Executive Officer)

/s/Roger Lee      Director and Senior       February 18, 1994                   
Roger Lee         Vice President Finance
                  and Administration
                  (Principal Financial Officer)

/s/Bruce C. Hinckley  Vice President         February 18, 1994
Bruce C. Hinckley     and Controller
                      (Principal Accounting
                      Officer)

/s/J. Terrence Lanni  Director, President    February 18, 1994
J. Terrence Lanni     and Chief Operating
                      Officer 
                             
        
/s/Philip L. Ball     Director, Senior Vice  February 18, 1994
Philip L. Ball        President, Secretary 
                      and General Counsel

____________________   Director                    , 1994
Irving Buchalter

____________________   Director                    , 1994
Terry Burman

/s/William E. Chaikin  Director              February 18, 1994
William E. Chaikin

____________________   Director                    , 1994
Peter I. Echeverria                   

____________________   Director                    , 1994
Stanley Sevilla