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                                                                  EXHIBIT 10.47

                           DEFERRED COMPENSATION AGREEMENT

          DEFERRED COMPENSATION AGREEMENT (this "Agreement"), dated as of
February 2, 1999 (the "Effective Date"), by and between Harveys Casino Resorts,
a Nevada corporation (the "Company"), and Gary Armentrout (the "Executive"), an
employee of the Company or a Subsidiary of the Company.

          Executive and the Company have entered into that certain Stock Option
and Restricted Stock Award Agreement (the "Award Agreement"), of even date
herewith, which provides, among other things, for the automatic deferral
pursuant to this Agreement of restricted shares of Class A Common Stock and
restricted shares of Class B Common Stock of the Company (the "Deferred
Shares"), at such time as the value of such restricted shares would otherwise be
includable in Executive's gross income (the "Deferral Date").  Executive and the
Company may also enter into additional agreements ("Additional Award
Agreements") regarding shares of restricted stock (also referred to as "Deferred
Shares") providing for an identical deferral mechanism to that set forth in the
Award Agreement.

          1.   AMOUNT DEFERRED; DEFERRAL PERIOD. 

               (a)  The number of Deferred Shares to be deferred under this
Agreement shall be as determined under the Award Agreement or the relevant
Additional Award Agreement, as applicable.

               (b)  The deferral period shall commence on the Deferral Date and
shall continue until the occurrence of a Distribution Event as set forth in
Section 5 hereof.

          2.   DEEMED INVESTMENT IN SHARES OF COMPANY COMMON STOCK.

               (a)  As of the Deferral Date, the Deferred Shares shall be deemed
to be invested in an identical number of shares of the same class of Company
capital stock as the Deferred Shares themselves (the "Deemed Deferred Shares" or
the "Deemed Shares").

               (b)  The Company shall establish an unfunded bookkeeping 
account (the "Account") to track the number of Deemed Shares held on 
Executive's behalf. The Account shall at all times prior to the occurrence of 
a Distribution Event be unfunded and Executive's rights under the Account 
shall be subject to claims of 

                                       
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the general creditors of the Company.  The Executive shall have no voting
rights and no rights to receive a distribution of dividends with respect to the
Deemed Shares, except as provided in Section 2(d) below.

               (c)  The value of the Account on any date shall be as determined
by applying the Fair Market Value Formula to the Deemed Deferred Shares;
PROVIDED, that from and after the effective date of Executive's termination of
employment by the Company without Cause (as defined in the Award Agreement), the
value of the Account shall be determined as the LESSER of (x) the value of the
Deemed Deferred Shares as determined under the Fair Market Value Formula as of
such valuation date and (y) the value of the Deemed Deferred Shares as of the
effective date of such termination as determined under the Fair Market Formula,
as increased at the rate of 12% per year, compounded annually, from such
effective date through such valuation date; and PROVIDED, further, that from and
after the effective date of Executive's termination of employment for any reason
other than by the Company without Cause, including without limitation by reason
of Executive's death or disability, the value of the Account shall be determined
as the LESSER of (x) the value of the Deemed Deferred Shares as determined under
the Fair Market Value Formula as of such valuation date and (y) the value of the
Deemed Deferred Shares as of the effective date of such termination as
determined under the Fair Market Value Formula, as increased at the rate of 8%
per year, compounded annually, from such effective date through such valuation
date.

               (d)  On any date prior to a Distribution Event that dividends 
are distributed by the Company to its stockholders in respect of the Class A 
Common Stock or Class B Common Stock, each Deemed Share credited to the 
Account shall, as applicable, be credited with a dividend equivalent, which 
shall be a dollar amount equal to the dividends, if any, payable by the 
Company on such date, either in cash or property, in respect of a share of 
such class of Common Stock. In the case of dividends payable in property, the 
amount of the dividend equivalent shall be based on the fair market value of 
such property at the time of distribution of the dividend, as determined in 
good faith by the Board of Directors of the Company (the "Board").  The 
dividend equivalents so credited to the Account shall be automatically 
converted as of the dividend distribution date into Deemed Shares (or 
fractions thereof) based upon the Fair Market Value of such Deemed Shares as 
of such date.

          3.   ADJUSTMENTS.  In the event of any merger, reorganization, 
consolidation, recapitalization, stock dividend, stock split or similar 
change affecting the Class A or Class B Common Stock, or any other class of 
shares of Company 

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capital stock to which the Deemed Shares may from time to 
time relate, an equitable substitution or proportionate adjustment shall be 
made in the kind and number of Deemed Shares held under the Account as may be 
determined in good faith by the Board.

          4.   FAIR MARKET VALUE. For purposes of this Agreement, "Fair 
Market Value" (when capitalized, unless the context clearly indicates 
otherwise) means, as of any given date, (A) if the Common Stock is publicly 
traded, the closing sale price of the Common Stock on such date (or the 
nearest preceding date on which the Common Stock was traded) as reported in 
the Western Edition of THE WALL STREET JOURNAL, or (B) if the Common Stock is 
not publicly traded, the fair market value of the Common Stock as determined 
by the Board in good faith.

          5.   DISTRIBUTION EVENTS.  (a)  Upon the occurrence of a Mandatory 
Distribution Event (as defined in Section 5(b)), the value of the Account as 
of the date of such Mandatory Distribution Event shall be paid in whole to 
Executive at the election of the Company (i) in cash, (ii) in shares of 
Company capital stock, or (iii) a combination of cash or shares of Company 
capital stock, in each case having a Fair Market Value equal to the value of 
the Account as of the date of such Mandatory Distribution Event.  Upon the 
occurrence of a Special Distribution Event, the Executive shall be 
distributed shares of Company capital stock having a Fair Market Value equal 
to the lesser of the Applicable Value (as defined in Section 5(c)) and the 
value of the Account as of the date of such Special Distribution Event.  In 
addition, at any time on or following the effective date of Executive's 
termination of employment, the Company shall have the right, in its sole and 
absolute discretion, to distribute the value of the Account, in whole or in 
part (a "Permissive Distribution Event" and, together with a Mandatory 
Distribution Event and a Special Distribution Event, a "Distribution Event"), 
at the election of the Company (i) in cash, (ii) in shares of Company capital 
stock, or (iii) a combination of cash or shares of Company capital stock, in 
each case having a Fair Market Value equal to the value of the Account (or 
portion thereof being distributed) as of the date of such Permissive 
Distribution Event, PROVIDED, that after giving effect to the distribution 
and the election, the Tax Liability Condition (as defined in Section 5(c)) 
for the Permissive Distribution Event would be satisfied with respect 
thereto.  Except as necessary to satisfy the Tax Liability Condition, the 
shares distributed in connection with a Mandatory Distribution Event or a 
Permissive Distribution Event need not be Marketable Securities (as defined 
in Section 5(d)).

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               (b)  The first to occur of the following events shall constitute
a Mandatory Distribution Event:

                    (i)  The earliest date following the closing of an Initial
     Public Offering (as such term is defined in Section 6(e)) upon which all
     underwriter lock-up arrangements applicable to Executive, if any, shall
     have expired; PROVIDED, that after giving effect to the distribution and
     the election referred to in Section 5(a), the Tax Liability Condition (as
     defined below) for the Mandatory Distribution Event would be satisfied with
     respect thereto;

                    (ii) The occurrence of a Change in Control (as defined under
     the Award Agreement); PROVIDED, that after giving effect to the
     distribution and the election referred to in Section 5(a) (assuming the
     Deemed Shares represented Common Stock for the purposes of this
     calculation), the Tax Liability Condition (as defined below) for the
     Mandatory Distribution Event would be satisfied with respect thereto; and

                    (iii)     The last day of the Company's fifteenth fiscal
     year commencing after the Effective Date (the "Maximum Deferral
     Distribution Event").

               A Special Distribution Event shall occur each time that Executive
has the opportunity to sell Restricted Securities (as defined in the
Stockholders Agreement, of even date herewith, among the Company and certain
stockholders (the "Stockholders Agreement"), pursuant to Section 2.5 or 3.1
(under an effective registration statement) of the Stockholders Agreement.

               (c)  For purposes of this Section 5, (i) the Tax Liability
Condition shall be satisfied if, in respect of any Distribution Event, the sum
of any cash and Marketable Securities represented by the Deemed Shares would
equal or exceed Executive's Tax Liability in respect of such Distribution Event;
and (ii) the Applicable Value shall be the dollar amount obtained by dividing
the maximum income tax rate (federal, state and local) for Executive in the
state and locality of his residence for income tax purposes as determined
pursuant to Section 5(e), including without limitation impositions in respect of
Medicare, into the dollar value of the total consideration which is comprised of
cash and Marketable Securities to which Executive would be entitled to receive
pursuant to the Stockholders Agreement as a result of the Special Distribution
Event.

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               (d)  For purposes of this Section 5, Marketable Securities shall
mean shares of capital stock of or other equity interests in any entity that,
upon distribution to Executive, are freely tradeable by Executive under the
Securities Act of 1933, as amended (the "Securities Act"), and are not subject
to any contractual restrictions or limitations imposed by the Company on the
rights of Executive to sell such shares.

               (e)  For purposes of this Section 5, Executive's Tax Liability in
respect of any Distribution Event shall mean the product of (i) the maximum
income tax rate (federal, state and local) for Executive in the state and
locality of his residence for income tax purposes, including without limitation
impositions in respect of Medicare and (ii) the amount of income to be
recognized by Executive upon such Distribution Event, in each case as determined
by the Company's independent auditors, a copy of which determination shall be
provided to Executive.  For purposes of the immediately preceding sentence, if
Executive shall be subject to income taxation in more than one state, the
maximum rate of taxation for each such state shall be taken into account
proportionately based on the extent to which the income so recognized would be
treated under applicable law as having been earned in or otherwise having a
relevant nexus with such state for income tax purposes.

               (f)  The value of the Account shall be distributed to Executive
within five business days following the occurrence of the Distribution Event or,
if later, within five business days after the final determination of the Fair
Market Value of the Account pursuant to Section 4.

               (g)  Executive hereby agrees that commencing upon and for the
180-day period following a Mandatory Distribution Event pursuant to clause
(b)(i) above (which Mandatory Distribution Event does not also constitute a
Special Distribution Event), Executive shall not, directly or indirectly, sell,
make any short sale of, loan, hypothecate, pledge, offer, grant or sell any
option or other contract for the purchase of, purchase any option or other
contract for the sale of, or otherwise dispose of or transfer, or agree to
engage in any of the foregoing transactions with respect to, any shares of
Common Stock to be distributed to Executive pursuant to such Distribution Event
other than (a) shares having a Fair Market Value no greater than Executive's Tax
Liability in respect of such Distribution Event and (b) such number of shares as
may be sold by Executive, subject to the volume limitations of Rule 144(e) under
the Securities Act as if Rule 144 applied to such sale and as if Executive were
an affiliate of the Company for such purposes.

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          6.   CALL RIGHTS.   (a)  In the event all or any portion of the 
value of the Account is distributed to the Executive pursuant to Section 5 
prior to the Company's Initial Public Offering in shares of capital stock or 
other equity interests of any entity that are not Marketable Securities (the 
"Illiquid Distributed Shares"), the Company shall have the right (the 
"Call"), exercisable at any time prior to the Company's Initial Public 
Offering (the "Call Exercise Period") by giving written notice to the 
Executive pursuant hereto, to purchase any or all of the Illiquid Distributed 
Shares in exchange for an amount in cash equal to the Fair Market Value of 
such Illiquid Distributed Shares as of the date on which such notice is 
provided (the "Call Price"); PROVIDED, that if Executive is exercising 
"tag-along" rights pursuant to Section 2.5 of the Stockholders Agreement, 
then until completion of such tag-along offer, the Call Price shall not be 
less than the price per share attainable by Executive under such tag-along 
offer.

               (b)  The closing with respect to the exercise of the Call shall
take place at the Company's executive offices within 30 days following the date
the Company provides Executive written notice of its intention to exercise the
Call or, if later, within five business days after the final determination of
the Fair Market Value of the Illiquid Distributed Shares pursuant to Section 4.

               (c)  Notwithstanding any other provision hereof, the Company may
assign, without the consent of the Executive, its rights under this Section 6;
PROVIDED, that no such assignment shall release the Company from its obligations
hereunder.

               (d)  Notwithstanding anything herein or in the Stockholders
Agreement to the contrary, during the Call Exercise Period the Call shall
continue to apply to the Illiquid Distributed Shares following any transfer
thereof by the Executive under any circumstances, including pursuant to any
arrangement, proceeding, decree, judgment, order or application of law relating
to the division of property for domestic relations purposes.

               (e)  The Call shall terminate upon the closing of the Company's
Initial Public Offering.  For purposes of this Agreement, "Initial Public
Offering" shall mean the closing of a public offering pursuant to an effective
registration statement under the Securities Act covering shares of the Company's
Common Stock, which shares are approved for listing or quotation on the New York
Stock Exchange, American Stock Exchange or Nasdaq National Market.

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          7.   STOCKHOLDERS AGREEMENT.  Executive is a party to the 
Stockholders Agreement and Executive and the Company agree that any shares of 
Company capital stock issuable to Executive under this Agreement shall be 
subject in all respects to the Stockholders Agreement, the provisions of 
which shall be deemed to be incorporated herein by reference.

          8.   NOTICES. All notices and other communications under this 
Agreement shall be in writing and shall be given by first class mail, 
certified or registered with return receipt requested, or by a nationally 
recognized overnight delivery service to the respective parties named below:

     If to Company:           Harveys Casino Resorts
                              Highway 50 and Stateline Avenue
                              P.O. Box 128
                              Lake Tahoe, Nevada 89449
                              Attention:  Corporate Secretary
                              Facsimile:  775-586-6811

     with a copy to:          Colony Capital, Inc.
                              1999 Avenue of the Stars
                              Los Angeles, California 90067
                              Attention:  Kelvin L. Davis
                              Facsimile:  310-282-8808

     and a copy to:           Skadden, Arps, Slate, Meagher & Flom LLP
                              300 South Grand Avenue
                              Los Angeles, California 90071
                              Attention:  Jonathan H. Grunzweig
                              Facsimile:  213-687-5600

     If to the Executive:     Gary Armentrout 
                              310 Bryn Wyck Place
                              St. Louis, Missouri 63141
     
Either party hereto may change such party's address for notices by notice 
duly given pursuant hereto.

          9.   WITHHOLDING REQUIREMENTS. Executive shall, no later than the 
date amounts become payable hereunder pursuant to a Distribution Event, pay 
to the 

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Company, or make arrangements satisfactory to the Company, including, as 
applicable, by means of any cash distributable pursuant to Section 5, 
regarding payment of any federal, state, or local taxes or other amounts of 
any kind required by law to be withheld with respect to such Distribution 
Event.  The obligations of the Company hereunder shall be conditional on the 
making of such payments or arrangements, and the Company shall, to the extent 
permitted by law, have the right to deduct any such taxes from any payment of 
any kind otherwise due to Executive.

          10.  FAILURE TO ENFORCE NOT A WAIVER.  The failure to enforce at 
any time any provision of this Agreement shall in no way be construed to be a 
waiver of such provision or of any other provision hereof.

          11.  GOVERNING LAW.  This Agreement shall be governed by and 
construed according to the laws of the State of Nevada without regard to its 
principles of conflict of laws.

          12.  AMENDMENTS.  This Agreement may be amended or modified at any 
time only by an instrument in writing signed by each of the parties hereto.

          13.  AGREEMENT NOT A CONTRACT OF EMPLOYMENT.  This Agreement shall 
not constitute or be evidence of any agreement or understanding, express or 
implied, that the Executive has a right to continue as an employee of the 
Company or any Subsidiary or affiliate of the Company for any period of time 
or at any specific rate of compensation.

          14.  DISPUTE RESOLUTION. Any dispute arising under this Agreement 
shall be resolved in accordance with the arbitration provisions of the Award 
Agreement and such arbitration provisions shall be deemed to be incorporated 
herein by this reference.

          15.  MARKET STAND-OFF. In connection with any underwritten public 
offering by the Company of its equity securities pursuant to an effective 
registration statement filed under the Securities Act for such period as the 
Company or its underwriters may request (such period not to exceed 180 days 
following the date of the applicable offering), the Executive shall not, 
directly or indirectly, sell, make any short sale of, loan, hypothecate, 
pledge, offer, grant or sell any option or other contract for the purchase 
of, purchase any option or other contract for the sale of, or otherwise 
dispose of or transfer, or agree to engage in any of the foregoing 
transactions with respect to, any shares of Company capital stock acquired 
under this 

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Agreement without the prior written consent of the Company or its 
underwriters, PROVIDED, that the Executive shall not be required to be 
subject to "lock-up" restrictions that are more restrictive than such 
restrictions to which any other Employee Stockholder (as defined in the 
Stockholders Agreement) having commensurate job duties and responsibilities 
in the Company is subject, or that would prevent the Executive from 
effectuating a sale pursuant to Section 2.5 of the Stockholders Agreement or 
Section 3.1 of the Stockholders Agreement. 

          IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first above written.

                                       HARVEYS CASINO RESORTS


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



                                       /s/  Gary Armentrout
                                       -----------------------------------
                                       GARY ARMENTROUT

                                       Address:  310 Bryn Wyck Place
                                                 St. Louis, Missouri 63141


SCHEDULE

Pursuant to the Instructions to Item 601 of Regulation S-K, the registrant is 
filing only the foregoing copy of the foregoing document, which is 
substantially identical in all material respects except as to the parties 
thereto and the address for notices as certain other documents required to be 
filed as an exhibit to this Form 10-K. The registrant has omitted to file five 
other agreements which differ from the foregoing document only in that each of 
Edward B. Barraco, John R. Bellotti, James J. Rafferty, Kevin O. Servatius 
and Verne H. Welch, Jr. are parties thereto instead of Gary Armentrout, and in 
that such parties' respective notice addresses are different. The registrant 
undertakes to file copies of such documents at the request of the Commission.