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

December 31, 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)

¨ 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 1.01 Entry Into a Material Definitive Agreement.

On December 31, 2007, the Employment Agreement between the Registrant and Gary W. Loveman was amended to provide that the Employment Agreement shall expire on the earlier of (i) June 1, 2008, or (ii) the date of the close of the proposed acquisition of the Company by affiliates of TPG Capital and Apollo Global Management, L.P.

Item 9.01 Financial Statements and Exhibits.

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

10.1 Amendment, dated as of December 31, 2007, to Employment Agreement dated September 4, 2002, between Harrah’s Entertainment, Inc. and Gary W. Loveman.

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:	January 2, 2008	By:	/s/ MICHAEL D. COHEN
			Michael D. Cohen Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Document Description
10.1	Amendment, dated as of December 31, 2007, to Employment Agreement dated September 4, 2002, between Harrah’s Entertainment, Inc. and Gary W. Loveman.

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT is entered into as of the date set forth below by and between HARRAH’S ENTERTAINMENT, INC. (“Company”) and GARY W. LOVEMAN (“Executive”).

WHEREAS, on September 4, 2002 the Company and Executive entered into an Employment Agreement (“Agreement”), as amended on October 31, 2005;

WHEREAS, the Company and Executive jointly desire to modify the Agreement’s existing expiration date of January 1, 2008;

THEREFORE, the Company and Executive agree as follows:

1. Section 1 of the Agreement is modified to provide that the Agreement shall expire on the earlier of (i) June 1, 2008, or (ii) the date of the close of the proposed acquisition of the Company by affiliates of TPG and Apollo Management, L.P. (“Acquisition”), provided, however, that if the Acquisition closes prior to January 1, 2008, the Agreement’s expiration date shall remain January 1, 2008.

IN WITNESS WHEREOF, the parties hereto have knowingly and voluntarily executed the Agreement as of the day and year first written below.

GARY W. LOVEMAN	HARRAH’S ENTERTAINMENT, INC.
/s/ GARY W. LOVEMAN	/s/ MICHAEL D. COHEN
Date:	Date: December 31, 2007