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

July 8, 2005

Date of Report (Date of earliest event reported)

Harrah’s Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item  8.01.Other Events.

On July 8, 2005, Harrah’s Operating Company, Inc. (“Harrah’s Operating”), a subsidiary of Harrah’s Entertainment, Inc. (the “Registrant”), announced the commencement of a consent solicitation in connection with the proposed amendments to the indentures relating to the following outstanding debt securities in the aggregate principal amount outstanding of $3,525,000,000 (collectively, the “Notes”):

•       8.50% Senior Notes due 2006;

•       7.50% Senior Notes due 2009;

•7.0% Senior Notes due 2013;

•7.875% Senior Subordinated Notes due 2005;

•9.375% Senior Subordinated Notes due 2007;

•8.875% Senior Subordinated Notes due 2008;

•7.875% Senior Subordinated Notes due 2010;

•8.125% Senior Subordinated Notes due 2011; and

•Floating Rate Contingent Convertible Senior Notes due 2024.

The Notes were originally issued by Caesars Entertainment, Inc. (“Caesars”). Upon consummation of the merger of Caesars with and into Harrah’s Operating, Harrah’s Operating assumed all of Caesars’ obligations under the Notes and the indentures governing the Notes.  A copy of the Registrant’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

If approved by the requisite bond holders, the proposed amendments would allow the consolidated annual audited financial statements of the Registrant and its subsidiaries, and the periodic and other reports filed by the Registrant with the Securities and Exchange Commission, to satisfy the requirement for Harrah’s Operating to deliver consolidated annual audited financial statements and such periodic and other reports to the respective trustees. If the required consents are received, the Registrant will also fully and unconditionally guarantee the Notes.

Item 9.01.Financial Statements and Exhibits.

(c)	Exhibits
	99.1	Press Release dated as of July 8, 2005.

2

SIGNATURES

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 12, 2005	By:	/s/ Stephen H. Brammell
			Stephen H. Brammell
			Senior Vice President, General Counsel and Corporate Secretary

3

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Press Release dated as of July 8, 2005.

4

EX-99.1

Exhibit 99.1

Contact:	Daniel Foley – Investors	David Strow — Media
	Harrah’s Entertainment, Inc.	Harrah’s Entertainment, Inc.
	(702) 407-6370	(702) 407-6530

Harrah’s Operating Company Announces Commencement of Consent Solicitation

LAS VEGAS, July 8, 2005 –  Harrah’s Operating Company, Inc., a subsidiary of Harrah’s Entertainment, Inc. (NYSE:HET) today announced the commencement of a consent solicitation relating to its notes in the aggregate principal amount outstanding of $3,525,000,000 (the “Notes”):

•              8.50% Senior Notes due 2006 (CUSIP No: 700690AE0);

•              7.50% Senior Notes due 2009 (CUSIP No: 700690AN0);

•              7.0% Senior Notes due 2013 (CUSIP No: 700690AS9);

•              7.875% Senior Subordinated Notes due 2005 (CUSIP No: 700690AB6);

•              9.375% Senior Subordinated Notes due 2007 (CUSIP No: 700690AH3);

•              8.875% Senior Subordinated Notes due 2008 (CUSIP No: 700690AJ9);

•              7.875% Senior Subordinated Notes due 2010 (CUSIP No: 700690AQ3);

•              8.125% Senior Subordinated Notes due 2011 (CUSIP Nos: 700690AL4/700690AK6); and

•              Floating Rate Contingent Convertible Senior Notes due 2024 (CUSIP Nos: 127687AB7/127687AA9).

The Notes were originally issued by Caesars Entertainment, Inc. (“Caesars”). Upon consummation of the merger of Caesars with and into Harrah’s Operating Company, Harrah’s Operating Company assumed all of Caesars’ obligations under the Notes and the Indentures governing the Notes.

Pursuant to the consent solicitation, Harrah’s Operating Company is requesting that holders of the Notes as of July 7, 2005, the record date for the consent solicitation, consent to certain proposed amendments to the Indentures governing the Notes.  The proposed amendments will allow the consolidated annual audited financial statements of Harrah’s Entertainment and its subsidiaries, and the periodic and other reports filed by Harrah’s Entertainment with the Securities and Exchange Commission, to satisfy the requirement for Harrah’s Operating Company to deliver consolidated annual audited financial statements and such periodic and other reports to the respective trustees.

The consent solicitation is conditioned on the receipt of consents from holders of at least a majority in aggregate principal amount of each and all series of outstanding Notes and will expire at 5:00 p.m., Eastern time, on Friday, July 22, 2005, unless extended. If the required consents are received, Harrah’ Entertainment will fully and unconditionally guarantee the Notes.

The consent solicitation may be amended, extended or terminated, at the option of Harrah’s Operating Company. For a complete statement of the terms and conditions of the consent solicitation, holders of the Notes should refer to the consent solicitation statement, dated as of July 8, 2005, which is being sent to all holders of the Notes as of the record date.

The Solicitation Agent in connection with the consent solicitation is Deutsche Bank Securities Inc. Questions regarding the consent solicitation may be directed to Deutsche Bank

Securities Inc., attention: Liability Management Group at (866) 627-0391 (toll free) or (212) 250-2955 (collect).Global Bondholder Services Corporation is serving as Information Agent and Tabulation Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to the Information Agent at (866) 470-4200 (toll free) or (212) 430-3774 (banks and brokers).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation is being made solely by the consent solicitation statement and is subject to the terms and conditions stated therein. Harrah’s Operating Company reserves the right to modify the consent solicitation statement or to terminate the consent solicitation.

Harrah’s Entertainment is the world’s largest provider of branded casino entertainment. Since its beginning in Reno, Nevada 67 years ago, Harrah’s has grown through development of new properties, expansions and acquisitions.  On June 13, 2005, Harrah’s Entertainment acquired Caesars Entertainment, Inc. and now owns or manages through various subsidiaries more than 40 casinos in three countries, primarily under the Harrah’s, Caesars and Horseshoe brand names.  With nearly 4 million square feet of casino space, more than 40,000 hotel rooms and nearly 100,000 employees, the Harrah’s portfolio is the most diverse in the gaming industry.  Harrah’s Entertainment is focused on building loyalty and value with its customers through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership.

More information about Harrah’s is available at its Web site - www.harrahs.com.

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 contain words such as “may,” “will,” “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, strategies, future performance and future financial results of Harrah’s.  These forward-looking statements are based on current expectations and projections about future events.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Harrah’s 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 (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein):  financial community and rating agency perceptions of Harrah’s; the effects of economic, credit and capital market conditions on the economy in general, and on gaming and hotel companies in particular; construction factors, including delays, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters and building permit issues; the effects of environmental and structural building conditions relating to our properties; the ability to timely and cost-effectively integrate into Harrah’s operations the

companies that it acquires, including with respect to its acquisition of Caesars; access to available and feasible financing on a timely basis; changes in laws (including increased tax rates), regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; the ability of our customer-tracking, customer loyalty and yield-management programs to continue to increase customer loyalty and same store sales; our ability to recoup costs of capital investments through higher revenues; acts of war or terrorist incidents; abnormal gaming holds; and the effects of competition, including locations of competitors and operating and market competition.