EX-25.1 7 a2142845zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices)
 
55402
(Zip Code)

Frank Leslie
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3913
(Name, address and telephone number of agent for service)

Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc.
(Issuer with respect to the Securities)

Delaware
Delaware
(State or other jurisdiction of incorporation or organization)		   62-1411755
75-1941623
(I.R.S. Employer Identification No.)

One Harrah's Court
Las Vegas, Nevada
(Address of Principal Executive Offices)
 
89119
(Zip Code)

5.50% Senior Notes due 2010
(Title of the Indenture Securities)


FORM T-1

        Item 1.    GENERAL INFORMATION.    Furnish the following information as to the Trustee.

    a)
    Name and address of each examining or supervising authority to which it is subject.

        Comptroller of the Currency
        Washington, D.C.

    b)
    Whether it is authorized to exercise corporate trust powers.

        Yes

        Item 2.    AFFILIATIONS WITH OBLIGOR.    If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

        Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

        Item 16.    LIST OF EXHIBITS:    List below all exhibits filed as a part of this statement of eligibility and qualification.

    1.
    A copy of the Articles of Association of the Trustee.*

    2.
    A copy of the certificate of authority of the Trustee to commence business.*

    3.
    A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

    4.
    A copy of the existing bylaws of the Trustee.*

    5.
    A copy of each Indenture referred to in Item 4. Not applicable.

    6.
    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.
    Report of Condition of the Trustee as of March 31, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
*
Incorporated by reference to Registration Number 333-67188.

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NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 24th of August, 2004.

      U.S. BANK NATIONAL ASSOCIATION

 
 
 
 
 
      By: /s/  FRANK P. LESLIE III      
Frank P. Leslie III
 Vice President

 
 
 
 
 
By: /s/  RICHARD H. PROKOSCH      
Richard H. Prokosch
 Vice President		      

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 24, 2004      

 
 
 
 
 
      U.S. BANK NATIONAL ASSOCIATION

 
 
 
 
 
      By: /s/  FRANK P. LESLIE III      
Frank P. Leslie III
 Vice President

 
 
 
 
 
By: /s/  RICHARD H. PROKOSCH      
Richard H. Prokosch
 Vice President		      

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2004

($000's)

 
   3/31/2004
Assets      
  Cash and Due From Depository Institutions   $ 7,475,658
  Federal Reserve Stock     0
  Securities     39,934,622
  Federal Funds     2,663,649
  Loans & Lease Financing Receivables     119,013,580
  Fixed Assets     1,844,577
  Intangible Assets     10,112,137
  Other Assets     8,692,406
   
    Total Assets   $ 189,736,629

Liabilities
 
 
 
  Deposits   $ 126,260,502
  Fed Funds     7,577,969
  Treasury Demand Notes     0
  Trading Liabilities     123,543
  Other Borrowed Money     24,852,349
  Acceptances     169,141
  Subordinated Notes and Debentures     5,469,689
  Other Liabilities     5,465,553
   
    Total Liabilities   $ 169,918,746

Equity
 
 
 
  Minority Interest in Subsidiaries   $ 1,009,877
  Common and Preferred Stock     18,200
  Surplus     11,792,288
  Undivided Profits     6,997,518
   
    Total Equity Capital   $ 19,817,883
Total Liabilities and Equity Capital   $ 189,736,629

To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION    

 
 
 
 
By: /s/   FRANK P. LESLIE III      
Vice President		    

 
 
 
 
Date: August 24, 2004    

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FORM T-1
NOTE
SIGNATURE