8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): March 22, 2000
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                          HARRAH'S ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                     1-10410           62-1411755
       (State or other jurisdiction         (Commission      (I.R.S. Employer
     of incorporation or organization)      File Number)    Identification No.)

         5100 W. SAHARA BOULEVARD
             LAS VEGAS, NEVADA                                        89146
 (Address of Principal Executive Offices)                          (Zip Code)

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                                 (702) 579-2300

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              (Registrant's telephone number, including area code)




          -----------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)







ITEM 5.  OTHER EVENTS

         On March 22, 2000, Harrah's Entertainment, Inc., a Delaware corporation
(the "Registrant"), consummated its acquisition of Players International, Inc.,
a Nevada corporation ("Players"), pursuant to that certain Agreement and Plan of
Merger, dated as of August 19, 1999 (the "Merger Agreement"), by and among the
Registrant, HEI Acquisition Corp. II, a Nevada corporation and a direct,
wholly-owned subsidiary of the Registrant ("Merger Sub"), and Players. The
Registrant's acquisition of Players was effected by merging Merger Sub with and
into Players (the "Merger"), with Players continuing as the surviving
corporation.

         A special meeting of the stockholders of Players was held on October
28, 1999, at which the stockholders of Players were asked, pursuant to the Proxy
Statement filed with the Securities and Exchange Commission by Players on August
27, 1999 (the "Proxy Statement"), to consider and vote upon the Merger
Agreement. The stockholders of Players approved and adopted the Merger Agreement
at such meeting.

         Following receipt of stockholder and regulatory approvals, the Articles
of Merger with respect to the Merger were filed with the Secretary of State of
the State of Nevada. This filing was accepted and the Merger became effective on
March 22, 2000. Immediately following the Merger, the Registrant contributed the
capital stock of Players to Harrah's Operating Company, Inc., a Delaware
corporation.

         The Registrant, through Players and its subsidiaries, intends to
continue to devote the assets associated with Players and its subsidiaries to
generally the same purposes as these assets were employed prior to the Merger.

         As consideration for the Merger, the Registrant agreed to pay $8.50 in
cash in exchange for each share of common stock, par value $0.01 per share, of
Players, issued and outstanding immediately prior to the Merger. The Registrant
also assumed Players's outstanding long-term debt.

         The common stock of the Registrant is listed on the New York Stock
Exchange and trades under the symbol "HET." The common stock of the Registrant
also is listed on the Chicago Stock Exchange, the Pacific Exchange and the
Philadelphia Stock Exchange.


                                      -2-



ITEM 7.  EXHIBITS

         (a) Exhibits

    2(1)     Agreement and Plan of Merger, dated as of August 19, 1999 and
             by and among Harrah's Entertainment, Inc., HEI Acquisition
             Corp. II and Players International, Inc. (incorporated by
             reference from the Registrant's Current Report on Form 8-K,
             filed August 23, 1999).

    99(1)    Text of Press Release, dated March 22, 2000, of the
             Registrant.



                                      -3-



                                    SIGNATURE

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



                                          HARRAH'S ENTERTAINMENT, INC.


Date:  March 22, 2000                     By: /s/ Stephen H. Brammell
                                              --------------------------------
                                              Name:  Stephen H. Brammell
                                              Title: Senior Vice President and
                                                     General Counsel














                                      S-1

EX-99.1

                                                                   Exhibit 99(1)


HARRAH'S ENTERTAINMENT COMPLETES ACQUISITION OF PLAYERS INTERNATIONAL; $425
MILLION DEAL EXPANDS HARRAH'S CUSTOMER BASE, GEOGRAPHIC REACH

         LAS VEGAS, March 22 -- Harrah's Entertainment, Inc. (NYSE: HET)
announced today the completion of its $425 million acquisition of Players
International Inc., (Nasdaq: PLAY) following final approval by regulatory
authorities.

         The transaction included payment by Harrah's Entertainment of $8.50 in
cash for each share of Players' outstanding common stock, plus assumption of
about $150 million in debt.

         "The acquisition of Players strengthens Harrah's distribution network
and reinforces our position as the most diversified casino entertainment company
in the United States with 21 casinos in 17 U.S. markets," Harrah's Entertainment
Chairman and CEO Phil Stare said.

         "The merger also gives us the opportunity to offer Players' customers
the benefits of the industry-leading customer loyalty program, Total Rewards --
already more than 18 million person strong -- and broadens our geographic
diversification," he said.

         Harrah's Entertainment intends to convert Players' Lake Charles, La.,
and Metropolis, Ill., casino operations to the Harrah's brand name after various
capital improvement projects are completed. Players' Maryland Heights, Mo.,
facility near St. Louis will be consolidated with the Harrah's operation there.

         "The Lake Charles operation gives us direct access to customers in the
Houston market -- the nation's 16th largest casino feeder market," Satre said.
"The Metropolis facility will enable us to introduce the Harrah's Entertainment
customer experience to new target customers from southern Illinois and northern
Kentucky as well as position Harrah's closer to Nashville and other middle
Tennessee markets.

         "And combining the Players and Harrah's Maryland Heights operations
will create greater operating and marketing synergies that will make the
property stronger and allow us to build a loyal customer following for a single
brand."

         Harrah's Entertainment, Inc. is the most recognized and respect name in
the casino entertainment industry, now operating 21 casinos in 17 markets in the
United States. Harrah's operates casinos under the Harrah's, Showboat and Rio
brand names. Founded more than 60 years ago, the Company is focused on building
loyalty and value with its targeted customers through a unique combination of
great service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.

         Statements in this release concerning future events, including future
performance and business prospects, are forward-looking statements and are
subject to certain risks and uncertainties. These include, but are not limited
to, economic and bank and stock market conditions, changes in laws or
regulations, third-party relations and approvals, decisions of courts,
regulators and governmental bodies, factors affecting leverage, including
interest rates, and effects of competition. These risks and uncertainties could
significantly affect anticipated results or events in the future and actual
results may differ materially from any foward-looking statements.

SOURCE Harrah's Entertainment, Inc.

WEB SITE:  HTTP://WWW.HARRAHS.COM