8-K

                                  UNITED STATES
                       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 (Date of earliest event reported):  January 16, 2002 (January 15,
                                                   2002)


                          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)              File Number)            Identification No.)


      ONE HARRAH'S COURT
      LAS VEGAS, NEVADA                                     89119
(Address of Principal Executive Offices)                  (Zip Code)



                                  (702) 407-6000
                 ----------------------------------------------
              (Registrant's telephone number, including area code)


                  ---------------------------------------------
          (Former name or former address, if changed since last report)





ITEM 5. OTHER EVENTS

      On January 15, 2002, Harrah's Entertainment, Inc. issued a press release,
a copy of which is attached hereto as Exhibit 99(1) and incorporated herein by
reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (c)   Exhibits

              99(1) Text of press release, dated January 15, 2002, of the
                    Registrant.









                                    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: January 16, 2002              By:  /s/ Brad L. Kerby
                                       -----------------------------------
                                       Name:  Brad L. Kerby
                                       Title: Vice President, Corporate
                                              Counsel, and Secretary

EX-99.1

                                                                   EXHIBIT 99(1)

Harrah's Entertainment Projects Fourth-Quarter Adjusted EPS At 44-48 Cents

      LAS VEGAS, January 15, 2002 - Harrah's Entertainment, Inc. (NYSE:HET) said
today it expects to report Adjusted Earnings Per Share of 44 to 48 cents for the
fourth quarter of 2001.

      The projection compares with Adjusted EPS of 20 cents for the fourth
quarter of 2000 and analysts' consensus estimate of 35 cents Adjusted EPS for
the fourth quarter of 2001.

      After consideration of nonrecurring items, including gains from the sale
and condemnation of certain non-strategic real estate, diluted earnings per
share for the fourth quarter are expected to be 47 to 51 cents. In fourth
quarter 2000, the company reported a loss per share of $1.41 due primarily to
the inclusion in that quarter of certain restructuring and other charges related
to two non-consolidated affiliates.

      "The expected results for the fourth quarter 2001 clearly demonstrate that
our industry-leading consumer-marketing strategy is robust," said Phil Satre,
Harrah's Entertainment Chairman and Chief Executive Officer. "We believe we have
a sustainable approach for growth and stability through our marketing
capabilities, disciplined capital improvement projects and geographic
diversification. The core marketing and operational capabilities we build
centrally and distribute to our 25 properties around the country provide the
properties with a competitive advantage that is clearly paying off.

       "Our marketing capabilities include recently introduced yield-management
tools and an enhanced web site," Satre said. "Combining those capabilities with
the customer



relationship management tools we use to communicate with the more than 25
million customers in our database bolstered our business in the fourth quarter.
We intend to use these tools to drive our business in 2002 and beyond.

      "Our growth was enhanced by recent capital investments that generated
strong customer demand and higher cash flow, as evidenced by the expected
results at our Joliet and Shreveport properties," Satre said. "Our strong
performance also proved the value of our geographic diversification. That
geographic diversification was extended through the July 31, 2001 acquisition of
Harveys Casino Resorts, which was accretive to income in the fourth quarter. In
addition, low interest rates and favorable weather in some markets over the 2001
fourth-quarter holidays also contributed to the EPS gain."

      Harrah's Entertainment President and Chief Operating Officer Gary Loveman
commented on operating performance in each of Harrah's three regions.

      "We expect to report that companywide same-store sales for properties
owned in the fourth quarter of both years rose more than 8 percent," said
Loveman. "The Western Region's fourth-quarter same-store sales are expected to
be about 6 percent lower. But the Eastern and Central Regions were particularly
strong during the quarter, with their same-store sales expected to be more than
6 percent higher and more than 14 percent higher, respectively, than in the 2000
fourth quarter.

      "In our Western Region, an improved performance at the Rio in Las Vegas
and the addition of results from Harveys Lake Tahoe are expected to offset
declines at Harrah's brand Western Region properties.

      "The Rio benefited from a reduced dependence on the international high-end
table-games business, which contributed to unusually low results a year ago,"
Loveman



said. "Our marketing and operational improvements produced higher margins at the
Rio, generating nearly a 50 percent increase in cash flow.

      "Harrah's Northern Nevada properties continued to be impacted by the weak
Northern California economy and by poor weather over the year-end holidays,"
Loveman said.

      "Results at our Harrah's brand Southern Nevada properties rebounded after
posting declines early in the quarter following the September 11 terrorist
attacks. But we expect to report lower Property EBITDA than in the 2000 fourth
quarter due to a decline in revenues attributable to more budget-conscious
customers visiting those properties after September 11," Loveman said. Harrah's
calculates Property EBITDA as Property Operating Profit plus Depreciation and
Amortization.

      "Our Eastern Region results are expected to reflect a record performance
by Harrah's Atlantic City and significant improvement at the Showboat," Loveman
said. "The gains at Harrah's Atlantic City were attributable more to effective
cost management than to revenue growth. New restaurants, which opened in early
November, helped drive very strong gains in Showboat's fourth-quarter slot
revenues.

      "Our Central Region properties are expected to report improved results,
aided by strong performances by our Chicagoland casinos and the addition of the
Harveys operations in Iowa," Loveman said.

      Stronger fourth-quarter performances at the three Indian casinos managed
by Harrah's are expected to more than offset reduced management fees from
Harrah's New Orleans, resulting in slightly higher overall management fees than
in the 2000 fourth quarter.



      Fourth-quarter corporate expenses are expected to be similar to last
year's. Results from equity in nonconsolidated affiliates are not expected to be
material for the 2001 fourth quarter; a year ago, those results included losses
from Harrah's New Orleans Casino.

      Fourth-quarter interest expense is expected to be higher, despite the
benefit of lower interest rates, due to higher debt levels associated with the
acquisition of Harveys Casino Resorts and share repurchases. Interest income is
expected to be higher than in the year-ago quarter, reflecting improved net
investment results on company-owned life insurance policies.

      The company expects to report full year and fourth-quarter 2001 results on
February 6, 2002.

      Harrah's Entertainment will host a conference call on Wednesday, January
16, 2002, at 9:00 a.m. Eastern Standard Time to discuss the fourth-quarter
results, as well as general trends in the company's overall business. Those
interested in participating in the conference call should dial 800-305-1078, or
703-871-3026 for international callers, about 10 minutes before the call start
time. A taped replay of the conference call can be accessed at 888-266-2081, or
703-925-2533 for international callers, beginning at 12:30 p.m. Eastern Standard
Time on January 16, 2002. The replay will be available through January 23, 2002.
The pin number for the replay is 5777724.

      The conference call will also be available live and it will be archived on
our web site - www.harrahs.com - in the "Investor Relations" section behind the
"About Us" tab.

      Founded more than 60 years ago, Harrah's Entertainment, Inc. is the most
recognized and respected name in the casino-entertainment industry, operating 25



casinos in the United States, primarily under the Harrah's brand name. With a
combined database of more than 25 million players, Harrah's Entertainment is
focused on building loyalty and value with its target 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," "plans,"
"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 conditions, 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,
construction disruption and delays, ineffective marketing, effects of
competition and other risks and uncertainties described from time to time in our
reports filed with the U.S. Securities and Exchange Commission. The projected
results reported on in this release are for a partial year and may not be
indicative of results for future quarters or for the year. The forward-looking
statements made in this release reflect the opinion of management as of today.
Please



be advised that developments subsequent to this release are likely to cause
these statements to become outdated with the passage of time. We do not intend,
however, to update the guidance provided today prior to our next earnings
release.

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