Exhibit 10.3

                        Amendment to Employment Agreement
                            With Stephen H. Brammell

                                 August 2, 2000

         This Amendment amends the Employment Agreement dated July 30, 1999,
between the undersigned Executive and Harrah's Operating Company, Inc.

         In consideration of the mutual agreements herein, it is agreed as
follows:

         1.   The parties understand and agree that the provisions in Section 6
              of the Employment Agreement which relate to TARSAP vesting during
              Salary Continuation were intended to only apply to TARSAP I.

         2.   The parties agree that the following provision applies regarding
              vesting of TARSAP II during a period of Salary Continuation:

                  The next potential vesting installment of TARSAP II for
                  Executive after the Separation Date if the installment is
                  earned will vest for Executive (all, part or none) at the
                  CEO's and HRC's discretion. If a Change in Control as defined
                  in Executive's Severance Agreement occurs during Salary
                  Continuation, Executive will only be entitled to the next
                  potential vesting installment of TARSAP II not otherwise
                  earned. Unvested shares at the end of Salary Continuation are
                  forfeited.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of
this 2nd day of August, 2000.

Executive:                                     Harrah's Operating
                                               Company, Inc.

/s/ STEPHEN H. BRAMMELL                        By: /s/ MARILYN G. WINN
---------------------------                        -----------------------------
                                               Title: Senior Vice President HR