SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Davis Kelvin (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 345 CALIFORNIA STREET, SUITE 3300 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/28/2008	3. Issuer Name and Ticker or Trading Symbol HARRAHS ENTERTAINMENT INC [ N/A ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

(1) Clive D. Bode is signing on behalf of Mr. Davis pursuant to an authorization and designation letter dated August 31, 2006, which is attached here as an exhibit. Kelvin Davis is currently a Partner of TPG Capital, L.P. TPG Capital, L.P. is affiliated with Co-Invest Hamlet Holdings, Series LLC; Co-Invest Hamlet Holdings B, LLC; TPG Hamlet Holdings B, LLC; and TPG Hamlet Holdings, LLC (collectively, the "TPG Non-Voting Stockholders"), which are direct owners of 31,387,726 shares of Non-Voting Common Stock, par value $0.01 per share and 15,351,275 shares of Non-Voting Perpetual Preferred Stock, par value $0.01 per share, of Harrah's Entertainment, Inc. Kelvin Davis is also an officer of Hamlet Holdings LLC, which owns all of the issued Voting Common Stock, par value $0.01 per share, of Harrah's Entertainment, Inc. Kelvin Davis disclaims beneficial ownership of (i) all of the Non-Voting Common Stock and Non-Voting Perpetual Preferred Stock that is or may be beneficially owned by the TPG Non-Voting Stockholders or TPG Capital, L.P. and any of its affiliated funds and (ii) all of the Voting Common Stock that is owned by Hamlet Holdings LLC. This report shall not be deemed an admission that Kelvin Davis is the beneficial owner of or has any pecuniary interest in such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

No securities are beneficially owned.

	/s/ Clive D. Bode on behalf of Kelvin Davis (1)	02/07/2008
	** 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 5 (b)(v).
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