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                                                                  EXHIBIT 10.59
                                       
                             HARVEYS CASINO RESORTS
                             CHANGE OF CONTROL PLAN

1.   PURPOSE.  The purpose of Harveys Casino Resorts ("Harveys") Change of 
Control Plan (the "Plan")  is to provide additional special arrangements for 
a select group of senior management if termination of their employment or 
substantial diminution of their compensation or responsibilities occurs in 
connection with a change in control, or ownership of Harveys; and to provide 
special arrangements for certain members of Harveys Board of Directors.  It 
is intended that the Plan will help retain key employees during times of 
disruption and potential loss of employment; maintain the integrity of 
Harveys' management team and preserve the continued value of Harveys during 
periods of disruption surrounding a Change of Control; enable the Board of 
Directors and senior management to make the "right" decision without undue 
concern for their own well-being or continued employment; and provide a 
positive incentive for Board Members and key executives to support a desired 
transaction and maximize value for shareholders.

2.   ELIGIBILITY.   Persons eligible to participate in the Plan shall be 
limited to those members of senior management that are specifically 
identified by the President/CEO and confirmed by the Compensation Committee 
of the Board of Directors of Harveys whose:

     (a)  Employment is terminated as a result of a Change of Control;

     (b)  Position has been restructured to involve demotion or other 
diminution of duties or responsibilities as a result of a Change of Control; 
or

     (c)  Compensation is materially reduced in anticipation of, or within 
two (2) years of a Change of Control.

3.   CHANGE OF CONTROL.  For the purposes of this Plan, "CHANGE OF CONTROL" 
shall mean the definition as set forth in Harveys Casino Resorts 1996 Omnibus 
Incentive Plan.  The anticipation of Change of Control shall occur when the 
Participant's employment is terminated before such Change of Control and it 
is reasonably demonstrated that such employment termination:

     (a)  Was at the request, directly or indirectly, of a third-party who 
has taken steps reasonably calculated to effect the Change of Control; or 

     (b)  Otherwise arose in connection with, or in anticipation of the 
Change of Control.

For purposes of this Plan, Change of Control shall be deemed to have occurred 
immediately prior to the employment termination of a Participant.

4.   SEVERANCE COMPENSATION.  A Participant in this Plan shall be entitled to
receive 


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severance compensation, i.e. continuation of salary and core benefits 
(medical, dental, vision and life) for the remainder of the balance of his or 
her employment contract term, or as specifically set forth below, whichever 
is greater.   

            PARTICIPANT EMPLOYEE           SALARY & BENEFITS        
            --------------------           -----------------
    Level I - CEO                               36 months   
    Level II - COO & CFO                        30 months
    Level III - Remaining Participants          24 months
          
5.   MANAGEMENT INCENTIVE PLAN (SHORT TERM INCENTIVE PLAN). A Participant  
who is also an eligible participant in the Management Incentive Plan, whose 
employment is terminated as a result of a Change of Control shall receive a 
lump sum payout at maximum, of the sums payable for that year under the 
Management Incentive Plan upon termination.  If following a Change of Control 
the Management Incentive Plan is terminated or amendments are made that 
materially adversely affect a Participant, who is also a participant in the 
Management Incentive Plan, then that Participant shall receive a lump sum 
payout at maximum within sixty (60) days following the termination of the 
Management Incentive Plan, or the fiscal year during which the material 
amendments were made.  

6.   LONG-TERM INCENTIVE PLAN.  A Participant in this Plan, who is also a 
participant in the Long-Term Incentive Plan, who is retained at the same 
level of responsibility and compensation subsequent to a Change of Control, 
shall receive a payout at maximum for each cycle of the Long Term Incentive 
Plan, within sixty (60) days following the end of each plan year.  
Participants who are also participants in the Long-Term Incentive Plan, who 
are discharged as a result of a Change of Control, shall receive a lump sum 
payout at maximum for each cycle of the Long-Term Incentive Plan within 
thirty (30) days of their termination.  Participants who are also  
participants in the Long-Term Incentive Plan, who are retained but demoted, 
or who have had their compensation materially reduced as a result of a Change 
of Control, shall receive a lump sum payment at maximum for each cycle of 
the Long-Term Incentive Plan within thirty (30) days of their demotion or 
reduction in compensation.

7.   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Upon a Change of Control, a 
Participant who is also a participant in the Supplemental Executive 
Retirement Plan, shall be entitled to the greater of their actual vesting, 
plus the term of the severance payment, they will receive pursuant to the 
schedule set forth in Section 4 above, or five (5) years.  (Adjusted Vested 
Interest). 

     A Participant who is also a participant in the Supplemental Executive 
Retirement Plan, who is demoted, discharged, or who has had their 
compensation materially reduced as a result of a Change of Control, shall be 
entitled to receive a present value lump sum payment equal to their 


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Adjusted Vested Interest in the Supplemental Executive Retirement Plan within 
30 days from a Change of Control. 

     Projected Annual Salary (PAS) shall be a Participant's monthly based 
salary as of the date of Change of Control x 12 (months), plus a Five Percent 
(5%) annual increase, compounded times the number of years until a 
Participant's Normal Retirement Age (as defined in the Supplemental 
Retirement Plan).

     The lump sum formula used herein shall be a Participant's adjusted 
vested interest times Vesting Per Plan Schedule times PAS times 15 (length of 
normal payout under SERP), discounted by 15 year treasury bill rate as quoted 
on the close of the last business day immediately preceding the date of the 
Change of Control.
                                       
                  AVI X Vesting Per Plan Schedule* X PAS X 15
                  -------------------------------------------
                              15-Year T-Bill Rate

     * The SERP Plan dated October 25, 1990, provides a retirement benefit as 
a percentage of Projected Annual Salary (PAS) as follows:  3 years of service 
10%, 4 years of service 20%, 5 years of service 30%, 6 years of service 40%, 
and 7 years of service and thereafter 50%.  The Amended SERP Plan, dated 
October 27, 1994, provides for a 2.5% vesting each year up to 20 years.

8.   BOARD OF DIRECTORS. Members of the Board of Directors who are asked to 
resign as a result of Change of Control shall be paid their Annual 
Compensation for the balance of their term for which they were elected, in 
cash, simultaneously with their resignation.  

     Members of the Board of Directors who are asked to resign as a result of 
the Change of Control shall be entitled to a lump sum payment of the benefit 
compensation due under the Board of Directors Retirement Plan in effect 
immediately prior to the Change of Control.

     All options granted to the directors under the 1993 Non-Employee 
Directors Stock Option Plan shall immediately vest upon a Change of Control.

9.   COVENANTS NOT TO COMPETE.  A Participant in this Plan, who has 
previously signed a Covenant Not to Compete with Harveys, shall, in the event 
of a Change of Control, no longer be bound by the previously entered into 
Covenant Not to Compete, upon his or her termination of employment, as a 
result of a Change of Control.

10.  RIGHT TO TERMINATE EMPLOYMENT.  Nothing contained in this Change of 
Control Plan, or in any agreement entered into pursuant to this Change of 
Control Plan shall confer upon any person the right to continue in the 
employment of Harveys or affect any right Harveys may have to terminate the 
employment of such person.


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11.  WITHHOLDING.  Whenever any payments are to be made under this Change of 
Control Plan, Harveys shall withhold amounts sufficient to satisfy any 
withholding tax requirement.

12.  AFFECT ON OTHER PLANS.  Except as specifically set forth in this Change 
of Control Plan, this Plan shall not affect a Participant's eligibility to 
participate in any other Plan of Harveys.

13.  AMENDMENT.  Harveys may terminate or amend this Change of Control 
Plan at any time.  No amendment or termination, however, shall adversely 
affect the right of a Participant in this Plan to receive payment of any 
amounts determined prior to such amendment or termination.

14.  EFFECTIVE DATE.  This Plan, except for the portions dealing with 
Members of the Board of Directors, was approved in concept by the Board of 
Directors on May 22, 1997, and shall be effective as of June 1, 1997, 
notwithstanding a later execution hereof.  Those portions dealing with the 
Members of the Board of Directors shall be effective as of the 1st day of 
August, 1997. 

     Dated this 19th day of August, 1997.
                ----        ------



                                   /s/ Charles W. Scharer       
                                   ---------------------------------
                                   CHARLES W. SCHARER
                                   Chairman, President/CEO
                                   HARVEYS CASINO RESORTS



                                    /s/ Eugene White                
                                   ---------------------------------
                                   EUGENE WHITE
                                   Chairman, Compensation Committee
                                   HARVEYS CASINO RESORTS


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