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

February 27, 2007

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 Caesars Palace Drive

Las Vegas, Nevada 89109

(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:

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

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

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

¨ 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 February 27, 2007, the Registrant issued a press release announcing that it has established a record date and special meeting date for its stockholders to consider and vote on a proposal to adopt the previously announced merger agreement providing for the acquisition of the Registrant by affiliates of Texas Pacific Group and Apollo Management. The Registrant’s stockholders of record at the close of business on Thursday, March 8, 2007, will be entitled to notice of the special meeting and to vote on the proposal. The special stockholder meeting will be held on Thursday, April 5, 2007, at 8:00 a.m. Pacific Time, in the Roman Ballroom, Salon #3 at Caesars Palace in Las Vegas.

The Registrant also announced today that its 2007 annual meeting of stockholders is scheduled for 11:00 a.m. Pacific Time on Thursday, April 26, 2007, in the Tiberius Ballroom at Caesars Palace in Las Vegas. The Annual Meeting is open to stockholders of record as of February 28, 2007.

The text of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

99.1 Text of press release, dated February 27, 2007.

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: February 27, 2007	By:	/s/ Michael D. Cohen
		Michael D. Cohen
		Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Text of press release, dated February 27, 2007.

EX-99.1

Exhibit 99.1

Contact:     Alberto López

          Strategic Communications

          +1-702-407-6344

albertol@harrahs.com

HARRAH’S ENTERTAINMENT ANNOUNCES SPECIAL STOCKHOLDER MEETING FOR APRIL 5 IN LAS VEGAS AND ANNUAL STOCKHOLDER MEETING FOR APRIL 26 IN LAS VEGAS

LAS VEGAS, Feb 27, 2007 — Harrah’s Entertainment, Inc. (NYSE:HET) announced today that it has established a record date and special meeting date for its stockholders to consider and vote on a proposal to adopt the previously announced merger agreement providing for the acquisition of Harrah’s by affiliates of Apollo Management and Texas Pacific Group. Harrah’s stockholders of record at the close of business on Thursday, March 8, 2007, will be entitled to notice of the special meeting and to vote on the proposal. The special stockholder meeting will be held on Thursday, April 5, 2007, at 8:00 a.m. Pacific Time, in the Roman Ballroom, Salon #3 at Caesars Palace in Las Vegas.

Additionally, Harrah’s announced today that its 2007 Annual Meeting of Stockholders is scheduled for 11:00 a.m. Pacific Time on Thursday, April 26, 2007, in the Tiberius Ballroom at Caesars Palace in Las Vegas. The Annual Meeting is open to stockholders of record as of February 28, 2007.

Harrah’s Entertainment, Inc. is the world’s largest provider of branded casino entertainment through its operating subsidiaries. Since its beginning in Reno, Nevada, nearly 70 years ago, Harrah’s has grown through development of new properties, expansions and acquisitions, and now owns or manages casinos on four continents. The company’s properties operate primarily under the Harrah’s, Caesars and Horseshoe brand names; Harrah’s also owns the London Clubs International family of casinos. 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, new projects, strategies, future performance, the outcomes of contingencies 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): the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Apollo Management and Texas Pacific Group; the outcome of any legal proceedings that have been, or will be, instituted against the Company related to the merger agreement; the inability to complete the merger due to the failure to obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt of all regulatory approvals related to the merger; the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; risks that the proposal transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the impact of the substantial indebtedness to be incurred to finance the consummation of the merger; the effects of local and national economic, credit and capital market conditions on the economy in general, and on the gaming and hotel industries in particular; construction factors, including delays, increased costs for labor and materials, availability of labor and materials, 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; access to available and reasonable financing on a timely basis; the ability to timely and cost-effectively integrate acquisition into our operations, including London Clubs; 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 or hotel sales; our ability to recoup costs of capital investments through higher revenues; acts of war or terrorist incidents or natural disasters; abnormal gaming holds; and the effects of competition, including locations of competitors and operating and market competition.

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. Harrah’s disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this press release.

About the transaction with Apollo Management and Texas Pacific Group

In connection with the proposed merger, Harrah’s has filed a preliminary proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITIES HOLDERS ARE STRONGLY ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, AND THE FINAL PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE EACH CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement when available and other documents filed by Harrah’s Entertainment, Inc. at the Securities and Exchange Commission’s Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free by directing such request to Harrah’s Entertainment, Inc. Investor Relations, 2100 Caesars Palace Drive, Palace Tower, Spa Level, Las Vegas, NV 89109, telephone (702) 407-6381 or on the company’s Web site at http://investor.harrahs.com.

Harrah’s and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding the interests of Harrah’s participants in the solicitation is included in the preliminary proxy statement and will be included in the final proxy statement relating to the proposed merger when it becomes available.