SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DELURY BERNARD

(Last)

(First)

(Middle)

CAESARS ENTERTAINMENT INC

3930 HOWARD HUGHES PARKWAY

(Street)

LAS VEGAS

89109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT INC [ CZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Counsel and Secty

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	01/28/2005		A		19,200⁽¹⁾	A	$0	126,440	D
Common Stock								4,050	D
Common Stock SRU								40,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$19.11	01/28/2005		A		48,100		01/28/2006⁽²⁾	01/28/2015	Common Stock	48,100	$0	48,100	D
Non-Qualified Stock Option (right to buy)	$6.5							01/15/2000⁽²⁾	01/15/2009	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (right to buy)	$6.85							02/24/2004⁽³⁾	02/24/2013	Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$7.55							01/28/2004⁽⁴⁾	01/28/2013	Common Stock	30,000		30,000	D
Non-Qualified Stock Option (right to buy)	$9.1136							03/13/1998⁽²⁾	03/13/2007	Common Stock	2,000		2,000	D
Non-Qualified Stock Option (right to buy)	$9.935							01/30/2003⁽²⁾	01/30/2012	Common Stock	15,000		15,000	D
Non-Qualified Stock Option (right to buy)	$11.1875							01/27/2004⁽²⁾	01/13/2010	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (right to buy)	$11.22							01/29/2002⁽²⁾	01/29/2011	Common Stock	15,000		15,000	D
Non-Qualified Stock Option (right to buy)	$11.2273							01/21/1999⁽²⁾	01/21/2008	Common Stock	3,000		3,000	D
Non-Qualified Stock Option (right to buy)	$14.935							01/20/2005	01/20/2014	Common Stock	166,800		166,800	D

Explanation of Responses:

1. Award of restricted stock units which vest 25% per year.

2. Options vest 25% per year, commencing one year from the date of grant.

3. Options vest 25% per year, commencing on 2/24/04.

4. Options vest 25% per year, commencing on 1/20/05.

	BERNARD E. DELURY, JR.	01/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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