8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PUSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 20, 2008

DIAMONDHEAD CASINO CORPORATION

DELAWARE
COMMISSION FILE NUMBER: 0-17529
IRS EMPLOYER IDENTIFICATION NO. 59-2935476

1301 Seminole Boulevard, Suite 142
Largo, Florida 33770
(727) 674-0055

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a- 12 under the Securities Act.

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act.

TABLE OF CONTENTS

EX-99.1 PROMISSORY NOTE/GREGORY HARRISON

EX-99.2 PROMISSORY NOTE/BENJAMIN HARRELL

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 20, 2008, the Company borrowed $205,000 from two Directors of the Company to meet its short term liquidity needs pursuant to the terms of two promissory notes. The first promissory note provides for the repayment of $150,000 to the Vice-President of the Company, who is also a Director of the Company. The second promissory note provides for the repayment of $55,000 to a Director of the Company. Both loans are due and payable on or before May 1, 2009 and provide for interest at the rate of 9% per annum. Both loans are unsecured.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit 99.1      Promissory Note issued by Diamondhead Casino Corporation to Gregory Harrison.

Exhibit 99.2      Promissory Note issued by Diamondhead Casino Corporation to Benjamin Harrell.

SIGNATURE

Pursuant to the requirement 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.

	DIAMONDHEAD CASINO CORPORATION
	By:	/s/ Deborah A. Vitale
		Deborah A. Vitale
Dated: March 21, 2008		President and Chairman of the Board

EX-99.1

Exhibit 99.1

PROMISSORY NOTE

1. Promise to Pay.

For value received, the undersigned Borrower/Maker promises to pay to the order of Gregory Harrison (hereinafter “the Payee”) the sum of One Hundred and Fifty Thousand Dollars ($ 150,000.00) in United States Dollars, with interest at the rate of nine percent (9%) per annum, calculated on a 365 day calendar year. Interest shall be due and payable quarterly. Any and all outstanding principal, interest, fees, charges, and other amounts due, if any, shall be due at Maturity, except that settlement costs in the approximate amount of Two Thousand Dollars ($2,000.00) shall be paid upon receipt of documentation of same.

2. Maturity.

All amounts due under this Promissory Note shall be due and payable on or before May 1, 2009.

3. Acceleration Upon Occurrence of Specified Events.

This Promissory Note shall become immediately due and payable upon the occurrence of any of the following events:

a)	The filing of a voluntary or involuntary petition against the Maker under any provision of the federal Bankruptcy Act;
d)	The dissolution of the Maker’s business; or
e)	The sale of all or a material portion of the Maker’s assets or the assets of the Guarantor.

4. Attorney’s Fees on Collection.

If an attorney is required to enforce payment under this Promissory Note, the Maker shall be responsible for the payment of all reasonable attorney’s fees and costs incurred by the payee in enforcing the terms of this Note.

5. Waiver of Jury Trial and Defenses.

The Maker waives trial by jury and the right to interpose any defense, setoff, or counterclaim against the Payee in any litigation arising out of this Promissory Note.

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6. Governing Law.

This Note shall be governed and interpreted in accordance with the laws of the State of Maryland without regard to conflicts of law principles.

7. Forum Selection.

This Agreement shall be enforced only in a court of competent jurisdiction in Montgomery County, Maryland.

BORROWER/MAKER:

/s/ Deborah A. Vitale DIAMONDHEAD CASINO CORPORATION

By: Deborah A. Vitale, President

Date: 3-20-08

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EX-99.2

Exhibit 99.2

PROMISSORY NOTE

1. Promise to Pay.

For value received, the undersigned Borrower/Maker promises to pay to the order of Benjamin Harrell (hereinafter “the Payee”) the sum of Fifty-Five Thousand Dollar ($55,000.00) in United States Dollars, with interest at the rate of nine percent (9%) per annum, calculated on a 365 day calendar year. Interest shall be due and payable quarterly. Any and all outstanding principal, interest, fees, charges, and other amounts due, if any, shall be due at Maturity, except for any settlement costs which shall be paid upon receipt of documentation of same.

2. Maturity.

All amounts due under this Promissory Note shall be due and payable on or before May 1, 2009.

3. Acceleration Upon Occurrence of Specified Events.

This Promissory Note shall become immediately due and payable upon the occurrence of any of the following events:

a)	The filing of a voluntary or involuntary petition against the Maker under any provision of the federal Bankruptcy Act;
d)	The dissolution of the Maker’s business; or
e)	The sale of all or a material portion of the Maker’s assets or the assets of the Guarantor.

4. Attorney’s Fees on Collection.

If an attorney is required to enforce payment under this Promissory Note, the Maker shall be responsible for the payment of all reasonable attorney’s fees and costs incurred by the payee in enforcing the terms of this Note.

5. Waiver of Jury Trial and Defenses.

The Maker waives trial by jury and the right to interpose any defense, setoff, or counterclaim against the Payee in any litigation arising out of this Promissory Note.

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6. Governing Law.

This Note shall be governed and interpreted in accordance with the laws of the State of Maryland without regard to conflicts of law principles.

7. Forum Selection.

This Agreement shall be enforced only in a court of competent jurisdiction in Montgomery County, Maryland.

BORROWER/MAKER:

/s/ Deborah A. Vitale                                                                
DIAMONDHEAD CASINO CORPORATION
By: Deborah A. Vitale, President
Date: 3-20-08

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