8-K

                                          
                        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):  June 1, 1998
                                 __________________
                                          
                            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 or organization)    File Number)      Identification No.)

            1023 CHERRY ROAD
          MEMPHIS, TENNESSEE                                 38117
(Address of Principal Executive Offices)                  (Zip Code)

                                 __________________



                                  (901) 762-8600
                ----------------------------------------------------
                (Registrant's telephone number, including area code)


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




ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

      On June 1, 1998, the Registrant consummated its acquisition of 
Showboat, Inc., a Nevada corporation ("Showboat"), pursuant to that certain 
Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 
18, 1997, by and among the Registrant, HEI Acquisition Corp., a Nevada 
corporation and an indirect wholly-owned subsidiary of the Registrant 
("Merger Sub"), and Showboat.  The Registrant's acquisition of Showboat was 
effected by merging Merger Sub with and into Showboat (the "Merger") with 
Showboat continuing as the surviving corporation.

      A special meeting of the stockholders of Showboat was held on April 23, 
1998, at which the stockholders were asked, pursuant to a Proxy Statement 
dated March 20, 1998, to consider and vote upon the Merger Agreement.  The 
stockholders of Showboat approved and adopted the Merger Agreement at the 
meeting.

      Following receipt of stockholder and other regulatory approvals, 
Articles of Merger with respect to the Merger were filed with the Secretary 
of State of the State of Nevada.  This filing was accepted and the Merger 
became effective on June 1, 1998 with the result that Showboat became an 
indirect wholly-owned subsidiary of the Registrant.

      Upon consummation of the Merger, Harrah's acquired Showboat for $30.75 
per issued and outstanding share of common stock, par value $1.00 per share, 
of Showboat and assumed approximately $635 million of Showboat debt.  Under 
its existing credit facility, the Registrant borrowed substantially all of 
the funds needed to pay such merger consideration and other expenses related 
to the Merger and to refinance a portion of such assumed indebtedness.

      The Registrant's common stock is listed on the New York Stock Exchange, 
Inc. and trades under the symbol "HET."  The Registrant's common stock also 
is listed on the Chicago Stock Exchange, the Pacific Exchange, Inc. and the 
Philadelphia Stock Exchange.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

      (a)  Financial statements of businesses acquired.

      The audited financial statements of Showboat for the three previous 
fiscal years, and the accountant's report related thereto, set forth in 
Showboat's Annual Report on Form 10-K for the fiscal year ended December 31, 
1997, and the unaudited financial statements for the period ended March 31, 
1998 set forth in Showboat's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1998, are incorporated herein by reference.  

      (b)  Pro forma financial information.

      It is impractical for the Registrant to provide at this time the 
required pro forma financial information relating to the Registrant's 
acquisition of Showboat. The Registrant intends 

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to file such pro forma financial information as an amendment to this form as 
soon as practicable but not later than August 15, 1998.

       (c)  Exhibits

  2.1  Agreement and Plan of Merger, dated as of December 18, 1997, by and among
       Harrah's Entertainment, Inc., HEI Acquisition Corp. and Showboat, Inc.
       (incorporated by reference from Harrah's Current Report on Form 8-K, 
       dated December 18, 1997).

 23.1  Consent of KPMG Peat Marwick L.L.P. 

 99.1  Text of Press Release, dated June 1, 1998. 


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                                   SIGNATURE

      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 16, 1998                       By: /s/ E.O. Robinson, Jr. 
                                              ---------------------------------
                                           Name:     E.O. Robinson, Jr.
                                           Title:    Senior Vice President and 
                                                      General Counsel
     







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EX-23.1

                                       

 [LOGO]  PEAT MARWICK LLP                      EXHIBIT 23.1
         2300 West Senate Avenue
         Suite 300, Box 28
         Las Vegas, NV 83102                   

                       CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Harrah's Entertainment, Inc.:

We consent to incorporation by reference in the registration statements (Nos. 
333-52409, 33-59969, 33-59991, 33-32864, 33-59975, 33-59971, 33-32863, 
33-32865 and 333-52401) on Form S-8 and registration statement (No. 333-52949) 
on Form S-3 of Harrah's Entertainment, Inc. of our report dated March 13, 
1998, with respect to the consolidated balance sheets of Showboat, Inc. and 
subsidiaries as of December 31, 1997 and 1996, and the related consolidated 
statements of operations, shareholders' equity, and cash flows for each of 
the years in the three-year period ended December 31, 1997, which report is 
incorporated by reference in the Form 8-K of Harrah's Entertainment, Inc. 
dated June 1, 1998.

                                       KPMG Peat Marwick LLP


June 12, 1998

EX-99.1

                                                                   EXHIBIT 99.1
                                       
       Harrah's Entertainment Announces Closing of Showboat Transaction 


       MEMPHIS, June 1, 1998---Harrah's Entertainment, Inc. (NYSE: HET) today 
announced the closing of its acquisition of Showboat (NYSE: SBO).  As a 
result of this transaction, Harrah's becomes the world's largest pure gaming 
company, with 19 properties.

       Under the transaction, originally announced on December 19, 1997, 
Harrah's acquired Showboat for $30.75 per share in an all-cash transaction, 
and assumed approximately $635 million in Showboat debt.

       Philip G. Satre, chairman and chief executive officer of Harrah's 
stated: "We are pleased to close the Showboat transaction and begin 
aggressively to integrate Showboat casinos, operations, customers and 
employees into the Harrah's systems.  Our strategy -- as defined by this very 
positive transaction -- is to use distribution, customer service, marketing 
and technology to become the casino company of choice for our target players. 
Showboat is a perfect fit, offering us additional distribution and an 
expanded customer base in key growth and feeder markets.  Like Harrah's, the 
Showboat brand is recognized by its core customers as standing for a quality 
gaming experience.

       "Since we announced our acquisition of Showboat, the consolidation of 
the industry has picked up pace.  We believe Harrah's is well positioned to 
participate in this consolidation.  We continue to evaluate additional 
opportunities that make sense from a strategic and financial perspective."

       The company reiterated its expectations of generating significant cost 
savings through operating efficiencies and the elimination of corporate 
redundancies. In addition, Harrah's has already commenced a tender offer for 
a portion of Showboat's outstanding debt, demonstrating the value of lower 
capital costs available to Harrah's due to the company's size and financial 
strength. Further financial enhancements and efficiencies will be gained as 
Showboat's operations are folded into Harrah's centralized services, 
particularly in back of house operations areas.

       From a customer standpoint, Harrah's will begin immediately to 
capitalize on its industry leading customer rewards and recognition programs, 
systems and technologies to better serve Showboat customers as they travel 
across gaming markets.  The revenue generating synergies created from 
Harrah's ability to capture a greater percentage of cross-market and 
cross-brand customers' gaming budgets will have a positive benefit to both 
Harrah's Entertainment and its Harrah's and Showboat customers.

       The acquisition comes at a time in which both companies are 
experiencing positive momentum.  In its 1998 first quarter, Harrah's reported 
a 14.3 percent increase in EBITDA, and strong increases in cross-market 
tracked play, particularly in its Las Vegas property.  Showboat's first 
quarter included a 68.3 percent increase in EBITDA over the prior year, 
driven by results from East Chicago, management fee income from Star City and 
improvement in Atlantic City.

       Harrah's Entertainment is the most recognized and respected brand name 
in the casino entertainment industry.  Founded more than 60 years ago, 
Harrah's is focused on building loyalty 



and brand value with its targeted customers through a unique combination of 
excellent products and services, unsurpassed distribution, operational 
excellence and technology leadership.

       Statements in this release concerning future events, future 
performance and business prospects are forward-looking and are subject to 
certain risks and uncertainties.  These include, but are not limited to, 
economic, bank and stock 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, 
and effects of competition.  These risks and uncertainties could 
significantly affect anticipated results or events in the future and actual 
results may differ materially from any forward-looking statements.  For 
additional information, refer to the section entitled "Private Securities 
Litigation Reform Act" in the Company's Form 10-Q filed with the Securities 
and Exchange Commission for the period ended March 31, 1998.

CONTACT: Ralph Berry, Harrah's Entertainment, Inc., 901-762-8629 or Elliot 
Sloane, Edelman Public Relations, 212-704-8126