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               Harrah's Entertainment, Inc.
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    (Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant):  Hotel Employees & Restaurant Employees
International Union

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Hotel Employees and Restaurant 
International Union
1219 28th Street, NW
Washington, DC 20007
Attn:  Matthew Walker
202-393-4373 - Tel.

MEMORANDUM

To:  Fellow Shareholders in Harrah's Entertainment Inc.
Fr:  Matthew Walker
Re:  Anti-Poison Pill Proposal at Harrah's Entertainment Inc.
Dt:  March 31, 1997

In connection with our shareholder proposal to rescind the poison
pill at Harrah's Entertainment, Inc. (Cusip #413619107) we are
enclosing the following materials for your review:

[1.  The Analysis of our proposal prepared by the Investor
Responsibility Research Center (IRRC) which appeared in the IRRC
Corporate Governance Digest (3/27/97).]

[2.  An opinion letter prepared by the firm of Davis Cowell &
Bowe and addressed to the SEC regarding the legal validity of our
proposal to rescind the Harrah's "Poison Pill."]

[3.  An article written by attorney Leonard Chazen, a partner
with Howard Darby & Levin, entitled "The Shareholders Rights
By-Law: Giving Shareholders a Decisive Voice."  The article
appeared in The Corporate Governance Advisor, dated
January/February 1997 and further discusses the legal validity of
by-law amendment proposals.]

Please feel free to contact me at the number above should you
have any questions regarding our proposal. 



Brackets "[]" have been included to indicate that not all
materials are being sent to all shareholders.