BALLY ENTERTAINMENT CORP
8-K, 1996-05-28
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of Earliest Event Reported):  May 21, 1996



                          Commission file number 1-7244



                         BALLY ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)



                     Delaware                           36-2512405
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)            Identification No.)



   8700 West Bryn Mawr Avenue, Chicago, Illinois           60631
     (Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code:  (312) 399-1300
















                                   Page 1 of 2
                             Exhibit Index on Page 2
<PAGE>
                         BALLY ENTERTAINMENT CORPORATION
                                    FORM 8-K
                                 Current Report


Item 5.     Other Events

            At  the  Annual  Meeting  of  Stockholders  of  Bally  Entertainment
            Corporation  (the  "Company")  held on May 21, 1996,  the  Company's
            stockholders   approved  an  amendment  to  the  Company's  Restated
            Certificate  of  Incorporation  to increase the number of authorized
            shares of common  stock,  par value 66-2/3 cents from  80,000,000 to
            120,000,000.

            On May 23, 1996,  the Company  announced  that it will redeem all of
            its outstanding Series D Convertible Exchangeable Preferred Stock on
            June 24, 1996. A copy of the news release describing this redemption
            is attached as Exhibit 99 hereto and is incorporated
            herein by reference.

  Item 7.   Financial Statements and Exhibits

            c.   Exhibits

                 99  News Release of Registrant dated May 23, 1996





                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                                       BALLY ENTERTAINMENT CORPORATION
                                   ---------------------------------------
                                                 Registrant


Date: May 28, 1996                            /s/ John W. Dwyer
                                  ----------------------------------------
                                                John W. Dwyer
                                   Vice President and Corporate Controller






















                                   Page 2 of 2

                                                                      EXHIBIT 99

FROM:     BALLY ENTERTAINMENT CORPORATION
          8700 Bryn Mawr Avenue
          Chicago, IL  60631

          MWW/Strategic Communications, Inc.
          Public Relations - Tel. (201) 507-9500
          Contact: Laurie Terry - Email: [email protected]
                   Michael W. Kempner - Email: [email protected]

                                                           FOR IMMEDIATE RELEASE

BALLY ENTERTAINMENT CORPORATION TO REDEEM SERIES D CONVERTIBLE
EXCHANGEABLE PREFERRED STOCK

              CHICAGO,   May  23,  1996  --  Bally   Entertainment   Corporation
(NYSE:BLY)  announced today that it will redeem all of its outstanding  Series D
Convertible  Exchangeable Preferred Stock (the Preferred Stock) on June 24, 1996
(the  Redemption  Date) at a price of $50.40 per share plus  accrued  and unpaid
dividends to the Redemption Date. Dividends on the Preferred Stock designated to
be  redeemed  shall  cease to  accrue  on and after  the  Redemption  Date.  The
conversion  price of the  Preferred  Stock is $22.52.  The right to convert  the
Preferred  Stock  to be  redeemed  into  common  stock  of  Bally  Entertainment
Corporation will terminate at the close of business on June 14, 1996.
              Bally  Entertainment  Corporation  is one of the world's  foremost
operators  of casinos and casino  hotel  resorts.  The Company owns and operates
three  world-class  casino  hotel  resorts in  Atlantic  City and Las  Vegas,  a
dockside  casino  and  hotel  in   Robinsonville,   Mississippi  (near  Memphis,
Tennessee) and a riverboat casino in New Orleans, Louisiana.


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