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):  July 31, 2002 (July 31, 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 July 31, 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 July 31, 2002, of the Registrant.



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                                    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:    July 31, 2002           By:  /s/ Brad L. Kerby
                                      -------------------------------------
                                       Name:   Brad L. Kerby
                                       Title:  Vice President, Corporate
                                               Counsel, and Secretary

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EX-99.1

                                                                   EXHIBIT 99(1)

         Harrah's Entertainment To Acquire Remaining Ownership Interest
          In JCC Holding Company, Owner Of Harrah's New Orleans Casino

         LAS VEGAS, July 31, 2002 -- Harrah's Entertainment, Inc. (NYSE:HET) and
JCC Holding Company (OTCBB:JCHC) announced a merger agreement tonight under
which a Harrah's affiliate will acquire the remaining shares of JCC common stock
that Harrah's doesn't already own.

         Harrah's currently holds about 63 percent of the outstanding common
stock of JCC, which owns the Harrah's New Orleans Casino. Under terms of the
merger agreement, which was unanimously approved by JCC's full board of
directors, Harrah's has agreed to pay $10.54 per share, or a total of
approximately $54 million, for the remaining JCC stock. Harrah's also agreed to
assume or retire all of JCC's outstanding debt.

         The acquisition is subject to the approval of JCC stockholders, as well
as gaming regulatory approvals and other customary conditions, and is expected
to be completed during the fourth quarter of 2002. It is anticipated that
litigation between Harrah's and JCC will be dismissed in connection with closing
of the transaction.

         "This acquisition will benefit the customers, employees and other
stakeholders of Harrah's New Orleans by allowing us to focus on optimizing the
property's potential," said Phil Satre, Chairman and Chief Executive Officer of
Harrah's Entertainment.

         "We are extremely pleased to have reached a definitive agreement with
Harrah's," said Paul Debban, Chairman and President of JCC. "The proposed
transaction was unanimously recommended by JCC's special committee and was
unanimously approved by JCC's board of directors. We believe this transaction
maximizes value for JCC stockholders."





         "The JCC transaction exemplifies our determination to invest in
businesses that benefit our shareholders, customers, employees, business
partners and the cities and states where we do business," said Gary Loveman,
Harrah's Entertainment President and Chief Operating Officer.

         "We stood behind Harrah's New Orleans during its difficult
reorganization process because we were as confident in its future as we are in
the future of our other operations in Louisiana," said Anthony Sanfilippo,
Harrah's Entertainment Central Division President.

         "In addition to our investment in New Orleans, we have made significant
investments in Louisiana at Lake Charles and Shreveport," Sanfilippo said. "Our
continued commitment to New Orleans and Louisiana is due in part to the
willingness of state and local political leaders to adopt policies that provide
the opportunity for tourism-related businesses to grow and prosper in the face
of strong competition from surrounding states."

         More information about Harrah's Entertainment is available on the
company's web site - WWW.HARRAHS.COM.


         Founded more than 60 years ago, Harrah's Entertainment, Inc. operates
25 casinos in the United States, primarily under the Harrah's brand name.
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. You can identify these statements by the fact
that they do not relate strictly to historical or current facts. These
statements contains words such as "may," "will,"

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"project," "might," "expect," "believe," "anticipate," "intend," "could,"
"would," "estimate," "continue" or "pursue," or the negative or other variations
thereof or comparable terminology. In particular, they include statements
relating to, among other things, future actions, new projects, strategies,
future performance, the outcome of contingencies such as legal proceedings and
future financial results. We have based these forward-looking statements on our
current expectations and projections about future events.


         We caution the reader that forward-looking statements involve risks and
uncertainties that cannot be predicted or quantified and, consequently, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, the following factors as well as other factors described from time
to time in our reports filed with the Securities and Exchange Commission:


  o      potential delays in closing the transaction due to regulatory or other
         matters;

  o      the effect of economic, credit and capital market conditions on the
         economy in general, and on gaming and hotel companies in particular;

  o      construction factors, including delays, zoning issues, environmental
         restrictions, soil and water conditions, weather and other hazards,
         site access matters and building permit issues;

  o      our ability to timely and cost effectively integrate into our
         operations the companies that we acquire;

  o      access to available and feasible financing;

  o      changes in laws (including increased tax rates), regulations or
         accounting standards, third-party relations and approvals, and
         decisions of courts, regulators and governmental bodies;

  o      litigation outcomes and judicial actions, including gaming legislative
         action, referenda and taxation;

  o      ability of our customer-tracking and yield-management programs to
         continue to increase customer loyalty;

  o      our ability to recoup costs of capital investments through higher
         revenues;

  o      acts of war or terrorist incidents;

  o      abnormal gaming holds, and

  o      the effects of competition, including locations of competitors and
         operating and market competition.

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         Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.


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