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                                                                  EXHIBIT 10.39



                              JCC HOLDING COMPANY
                  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         1.       Purpose. The purpose of the JCC Holding Company 1999 
Non-Employee Director Stock Option Plan (the "Plan") is to advance the
interests of JCC Holding Company (the "Company") by encouraging ownership of
the Company's $0.01 par value Class A common stock of the Company, and after
the Transition Date (as defined in the Company's Restated Certificate of
Incorporation), the $0.01 par value unclassified common stock of the Company,
and such other securities of the Company as may be substituted for such stock
pursuant to Section 6 hereof (the "Common Stock") by certain non-employee
directors of the Company, thereby giving such directors an increased incentive
to devote their efforts to the success of the Company.

         2.       Administration. Grants of options under this Plan are
automatic. This Plan is intended to be a "formula plan" as for purposes of
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and shall be interpreted accordingly. The Board of Directors of the
Company has authority to interpret the Plan and otherwise administer the plan
in accordance with its terms.

         3.       Eligibility. Except as provided otherwise in this Section 3,
options under the Plan shall be granted in accordance with Section 5 to each
Non-Employee Director (as defined below) of the Company; provided that shares
of the Company's Common Stock remain available for grant hereunder in
accordance with Section 4. For purposes of this Plan, prior to the Transition
Date, a "Non-Employee Director" shall mean each member of the Company's Board
of Directors who is not an employee of (i) the Company, (ii) Harrah's
Entertainment, Inc. ("HET"), or (iii) a Controlled Affiliate (as such term is
defined in the Company's Restated Certificate of Incorporation) of HET. Upon
the Transition Date and thereafter, a "Non-Employee Director" shall mean each
member of the Company's Board of Directors who is not an employee of the
Company or of HET. A Non-Employee Director to whom an option is granted under
the Plan shall be referred to hereinafter as a "Grantee."

         4.       Shares Subject to Plan. The shares subject to the Plan shall
be authorized but unissued or reacquired shares of the Company's Common Stock.
Subject to adjustment in accordance with the provisions of Section 6 of the
Plan, the maximum number of shares of Common Stock for which options may be
granted under the Plan shall be 150,000 and the initial adoption of the Plan by
the Board of Directors of the Company shall constitute a reservation of 150,000
authorized but unissued, or reacquired, shares of Common Stock for issuance
only upon the exercise of options granted under the Plan. In the event that any
outstanding option granted under the Plan for any reason expires or is
terminated prior to the end of the period during which options may be granted
under the Plan, the shares of Common Stock allocable to the unexercised portion
of such option may again be subject in whole or in part to any option granted
under the Plan.
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         5.       Terms and Conditions of Options. Options granted pursuant to
the Plan shall be evidenced by Stock Option Agreements in such form as shall
comply with and be subject to the following terms and conditions:

         (a)      Grant. Each Non-Employee Director of the Company shall be
granted an option to purchase 5,000 shares of the Company's Common Stock,
subject to adjustment as provided in Section 6, on the later of (i) the date of
approval of the Plan by the Company's shareholders, or (ii) the date such
person first becomes a Non-Employee Director. In addition, as of the day
following the first annual meeting of the Company's shareholders that occurs
more than one year after the person first becomes a Non-Employee Director and
on the day following each subsequent annual meeting of the Company's
shareholders, if such person is serving as a Non-Employee Director as of such
date, such Non-Employee Director shall be granted an option to purchase 5,000
shares of the Company's Common Stock, subject to adjustment as provided in
Section 6. Each such day that options are to be granted under the Plan is
referred to hereinafter as a "Grant Date."

         If on any Grant Date, shares of Common Stock are not available under
this Plan to grant to Non-Employee Directors the full amount of a grant
contemplated by the immediately preceding paragraph, then each Non-Employee
Director shall receive an option (a "Reduced Grant") to purchase shares of
Common Stock in an amount equal to the number of shares of Common Stock then
available under the Plan divided by the number of Non-Employee Directors as of
the applicable Grant Date. Fractional shares shall be ignored and not granted.

         If a Reduced Grant has been made and, thereafter, during the term of
this Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an option), then each person who was a
Non-Employee Director both on the Grant Date on which the Reduced Grant was
made and on the date additional shares of Common Stock become available (a
"Continuing Non-Employee Director") shall receive an additional option to
purchase shares of Common Stock. The number of newly available shares shall be
divided equally among the options granted to the Continuing Non-Employee
Directors; provided, however, that the aggregate number of shares of Common
Stock subject to a Continuing Non-Employee Director's additional option plus
any prior Reduced Grant to the Continuing Non-Employee Director on the
applicable Grant Date shall not exceed 1,000 shares (subject to adjustment
pursuant to Section 6). If more than one Reduced Grant has been made, available
options shall be granted beginning with the earliest such Grant Date.

         (b)      Option Price. The option price for each option granted under
the Plan shall be the Fair Market Value (as defined below) of the shares of
Common Stock subject to the option on the date of grant of the option. For
purposes of the Plan, the "Fair Market Value" on any date, means (i) if the
Common Stock is listed on a securities exchange or is traded over the Nasdaq
National Market, the closing sales price on such exchange or over such system
on such date or, in the absence of reported sales on such date, the closing
sales price on the immediately preceding date on which sales were reported, or
(ii) if the Common Stock is not listed on a securities exchange or traded over
the Nasdaq National Market, the mean



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between the bid and offered prices as quoted by Nasdaq for such date, provided
that if it is determined that the fair market value is not properly reflected
by such Nasdaq quotations, Fair Market Value will be determined by such other
method as the Board of Directors determines in good faith to be reasonable.

         (c)      Medium and Time of Payment. The option price shall be payable
in full upon the exercise of an option in cash. To the extent permitted under
Regulation T of the Federal Reserve Board, and subject to applicable securities
laws, options may be exercised through a broker in a so-called "cashless
exercise" whereby the broker sells the option shares and delivers cash sales
proceeds to the Company in payment of the exercise price.

         (d)      Term. Each option granted under the Plan shall, to the extent
not previously exercised, terminate and expire on the date ten (10) years after
the date of grant of the option, unless earlier terminated as provided
hereinafter in Section 5(g).

         (e)      Exercisability. Each option granted under this Plan shall be
immediately exercisable, in whole or in part.

         (f)      Method of Exercise. All options granted under the Plan shall
be exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business. Such written notice shall
be accompanied by payment in full of the option price for the shares for which
such option is being exercised. The Company shall make delivery of certificates
representing the shares for which an option has been exercised within a
reasonable period of time; provided, however, that if any law, regulation or
agreement requires the Company to take any action with respect to the shares
for which an option has been exercised before the issuance thereof, then the
date of delivery of such shares shall be extended for the period necessary to
take such action. Certificates representing shares for which options are
exercised under the Plan may bear such restrictive legends as may be necessary
or desirable in order to comply with applicable federal and state securities
laws. Nothing contained in the Plan shall be construed to require the Company
to register any shares of Common Stock underlying options granted under this
Plan.

         (g)      Effect of Termination of Directorship or Death.

                  (i)      Termination of Directorship. Upon termination of any
         Grantee's membership on the Board of Directors of the Company for any
         reason other than for cause or death, the options held by the Grantee
         under the Plan shall terminate ninety (90) days following the date of
         termination of the Grantee's membership on the Board of Directors or,
         if earlier, on the date of expiration of the options as provided by
         Section 5(d) of the Plan. If the Grantee's membership on the Board of
         Directors is terminated for cause, all options granted to such Grantee
         shall expire upon such termination.



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                  (ii)     Death. In the event of the death of a Grantee, the
         Grantee's personal representatives, heirs or legatees (the "Grantee's
         Successors") may exercise the options held by the Grantee on the date
         of death, upon proof satisfactory to the Company of their authority.
         The Grantee's Successors must exercise any such options within one (1)
         year after the Grantee's death and in any event prior to the date on
         which the options expire as provided by Section 5(d) of the Plan. Such
         exercise otherwise shall be subject to the terms and conditions of the
         Plan.

         (h)      Transferability of Options. Any option granted pursuant to
the Plan shall be assignable or transferable by the Grantee by will, by the
laws of descent and distribution, or pursuant to a domestic relations order
that would satisfy Section 414(p)(1)(A) of the Internal Revenue Code of 1986,
as amended, if such provision applied to an option under the Plan. In addition,
any option granted pursuant to the Plan shall be transferable by the Grantee to
any of the following permitted transferees, upon such reasonable terms and
conditions as the Board of Directors may establish: any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Grantee's household (other than a tenant or employee), a trust in
which these persons (or the Grantee) have more than fifty percent of the
beneficial interests, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons
(or the Grantee) own more than fifty percent of the voting interests.

         (i)      Rights as Shareholder. Neither the Grantee nor the Grantee's
Successors shall have rights as a shareholder of the Company with respect to
shares of Common Stock covered by the Grantee's option until the Grantee or the
Grantee's Successors become the holder of record of such shares.

         (j)      No Options after Ten Years. No options shall be granted
except within a period of ten (10) years after the effective date of the Plan.

         6.       Adjustments. In the event a stock dividend is declared upon
the Common Stock, the shares of Common Stock then subject to each option shall
be increased proportionately without any change in the aggregate purchase price
therefor. In the event the Common Stock shall be changed into or exchanged for
a different number or class of shares of stock or securities of the Company or
of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, there shall be substituted for each such share of Common
Stock then subject to each option the number and class of shares into which
each outstanding share of Common Stock shall be so exchanged, all without any
change in the aggregate purchase price for the shares then subject to each
option, or there shall be made such other equitable adjustment as the Board of
Directors shall approve.



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         7.       Effective Date and Termination of Plan.

         (a)      Effective Date. The Plan shall become effective upon approval
of the same by the Board of Directors of the Company, subject to approval of
the Plan by the shareholders of the Company no later than the first annual
meeting of shareholders held after approval of the Plan by the Board of
Directors.

         (b)      Termination. The Plan shall terminate on the second day
following the 2008 Annual Meeting, but the Board of Directors may terminate the
Plan at any time prior to such date. The Board of Directors may, at any time
and from time to time, amend or modify the Plan without stockholder approval;
provided, however, that the Board may condition any amendment or modification
on the approval of stockholders of the Company if such approval is necessary or
deemed advisable with respect to tax, securities or other applicable laws,
policies or regulations. No amendment modification or termination of the Plan
shall adversely affect the rights of the Grantees who have outstanding Options
without the consent of such Grantees.

         8.       No Obligation to Exercise Option. The granting of an option
shall impose no obligation upon the Grantee to exercise such option.

         9.       Amendment. The Board of Directors may, at any time and from
time to time, amend, modify or terminate the Plan without shareholder approval;
provided, however, that the Board of Directors may condition any amendment or
modification on the approval of shareholders of the Company if such approval is
necessary or deemed advisable with respect to tax, securities or other
applicable laws, policies or regulations. Any amendment to the Plan shall not,
without the written consent of the Grantee, affect such Grantee's rights under
any option theretofore granted to such Grantee.



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