8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K




                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                          Date of Report: June 8, 2001
                        (Date of earliest event reported)



                          HARRAH'S ENTERTAINMENT, INC.
             (exact name of registrant as specified in its charter)



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



                               ONE HARRAH'S COURT
                               LAS VEGAS, NV 89119
          (Address of Principal executive offices, including zip code)



                                 (310) 395-5700
              (Registrant's telephone number, including area code)





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ITEM 5.  OTHER EVENTS



         On June 8, 2001, the registrant issued a press release pursuant to Rule
135(c) of the Securities Act of 1933 relating to the pricing of a private
placement of senior notes. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

7(c) Exhibits

       99.1   Press Release of Harrah's Entertainment, Inc., dated June 8, 2001.























                                       1



                                   SIGNATURES



         Pursuant to the requirements 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.


                                       Harrah's Entertainment, Inc.



Date:  June 11, 2001                   By  /s/ BRAD L. KERBY
                                           -------------------------------------
                                           NAME:   Brad L. Kerby
                                           TITLE:  Corporate Secretary







                                      S-1


                                  EXHIBIT INDEX


EXHIBIT NO.                            DESCRIPTION
- ----------                             -----------

99.1               Text of press release, dated June 8, 2001, of the Registrant.























                                      II-1

EX-99.1

Friday June 8, 6:41 pm Eastern Time

Press Release

SOURCE: Harrah's Entertainment, Inc.


HARRAH'S ENTERTAINMENT, INC. ANNOUNCES PRICING OF $500 MILLION SENIOR NOTE ISSUE
BY ITS WHOLLY OWNED SUBSIDIARY HARRAH'S OPERATING COMPANY, INC.

LAS VEGAS, June 8 /PRNewswire/ -- Harrah's Entertainment, Inc. (NYSE: HET
- -news) today announced the pricing of a Rule 144A private placement of $500
million 7.125 percent senior notes due 2007 issued by its wholly owned
subsidiary Harrah's Operating Company, Inc. The $500 million senior notes are
guaranteed by Harrah's Entertainment, Inc.

The company intends to use the proceeds to pay down its credit facility. The
closing is expected to be on June 14, 2001.

The notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
notice is issued pursuant to Rule 135(c) of the Securities Act of 1933.

More information about Harrah's Entertainment, Inc., the leading
consumer-marketing company in the gaming industry, can be obtained at
www.harrahs.com.

Founded more than 60 years ago, Harrah's Entertainment, Inc. is the most
recognized and respected name in the casino entertainment industry, operating 21
casinos in 17 markets in the United States under the Harrah's, Showboat, Rio and
Players brand names. With a combined database of more than 23 million players,
Harrah's 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.

This release includes "forward-looking statements" intended to qualify for
the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements generally can
be identified by phrases such as the company "believes," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words or phrases
of similar import. Similarly, such statements herein that describe the
company's business strategy, outlook, objectives,



plans, intentions or goals are also forward-looking statements. All such
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those in forward-looking
statements. Such risks and uncertainties include, but are not limited to,
economic, bank, equity and debt-market condition, changes in laws or
regulations, third-party relations and approvals, decisions of courts,
regulators and governmental bodies, factors affecting leverage, including
interest rates, abnormal gaming holds, and effects of competition.

SOURCE: Harrah's Entertainment, Inc.