SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HARRAH’S ENTERTAINMENT, INC.

HARRAH’S OPERATING COMPANY, INC.

(Name of Subject Companies (Issuer) and Filing Persons (Issuer))

Floating Rate Contingent Convertible Senior Notes due 2024

(Title of Class of Securities)

127687AA9

127687AB7

(CUSIP Number of Class of Securities)

Michael D. Cohen

Vice President, Associate General Counsel and Corporate Secretary

Harrah’s Entertainment, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

(702) 407-6000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a Copy to:

Monica K. Thurmond, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$513,999,495	$15,780

* The transaction value shown is only for the purpose of calculating the filing fee. The amount shown assumes that $372,593,000 aggregate principal amount of the Floating Rate Contingent Convertible Senior Notes due 2024 are purchased at the offer price of $1,379.52 per $1,000 principal amount plus accrued and unpaid interest up to but excluding January 24, 2008. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal year 2007, equals $30.70 per million of the transaction valuation.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$15,780
Form or Registration No.:	Schedule TO-I
Filing party:	Harrah’s Entertainment, Inc. and Harrah’s Operating Company Inc.
Date filed:	December 21, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

INTRODUCTORY STATEMENT

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Harrah’s Entertainment, Inc. (the “Parent”) and Harrah’s Operating Company, Inc. (the “Company” and, together with the Parent, the “Offerors”), with the Securities and Exchange Commission (the “Commission”) on December 21, 2007 (the “Schedule TO”), in connection with the offer (the “Offer”) by the Offerors to purchase for cash any and all of the Company’s outstanding Floating Rate Contingent Convertible Senior Notes due 2024 (the “Floating Rate Contingent Convertible Notes” or the “Securities”). The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement for the Securities dated as of December 21, 2007 (the “Offer to Purchase”), and the related Letter of Transmittal and Consent dated as of December 21, 2007. Capitalized terms used herein but not defined have the meanings ascribed to such terms in the Offer to Purchase.

Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.

INTRODUCTORY STATEMENT

The Introductory Statement of the Schedule TO is hereby amended and supplemented by adding the following language:

The Offer Expiration Date has been extended from 8:00 a.m., New York City time, on January 23, 2008, until 8:00 a.m., New York City time, on January 28, 2008, unless otherwise terminated or further extended.

ITEM 1. SUMMARY TERM SHEET.

Item 1 of the Schedule TO, which incorporates by reference the information set forth in the Offer to Purchase under “Summary” is hereby amended and supplemented by adding the following language:

The Offer Expiration Date has been extended from 8:00 a.m., New York City time, on January 23, 2008, until 8:00 a.m., New York City time, on January 28, 2008, unless otherwise terminated or further extended.

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ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms. Item 4 of the Schedule TO, which incorporates by reference, among other things, the information set forth in the Offer to Purchase under “Summary” and “Terms of the Offers and the Consent Solicitations” is hereby amended and supplemented by adding the following language:

The Offer Expiration Date has been extended from 8:00 a.m., New York City time, on January 23, 2008, until 8:00 a.m., New York City time, on January 28, 2008, unless otherwise terminated or further extended.

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ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(iv) Press Release issued by the Company on January 23, 2008.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

HARRAH’S ENTERTAINMENT, INC.
HARRAH’S OPERATING COMPANY, INC.
By:	/s/ Jonathan S. Halkyard
Name:	Jonathan S. Halkyard
Title:	Senior Vice President, Chief Financial Officer and Treasurer

Date: January 23, 2008

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase and Consent Solicitation Statement dated December 21, 2007.*
(a)(1)(ii)	Letter of Transmittal and Consent.*
(a)(1)(iii)	Press Release issued by the Company on December 21, 2007.*
(a)(1)(iv)	Press Release issued by the Company on January 23, 2008.**
(b)	None.
(d)(1)	Definitive Proxy Statement on Schedule 14A filed with the SEC on March 8, 2007 (incorporated herein by reference).
(g)	None.
(h)	None.

* Previously filed.

** Filed herewith.

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EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

Extension of Tender Offer Expiration Date With Respect to (i) Senior Floating Rate Notes due 2008 (CUSIP No. 413627AR1; ISIN No. US413627AR15), (ii) 8.875% Senior Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No. US700690AJ90), (iii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No. US413627AE02); (iv) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN No. US700690AN03); (v) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No. US700690AS99) and (vi) Floating Rate Contingent Convertible Senior Notes due 2024 (CUSIP No. 127687AA9; CUSIP No. 127687AB7; ISIN No. US127687AA90; ISIN No. US127687AB73)

FOR RELEASE WEDNESDAY, January 23, 2008

LAS VEGAS, NEVADA—Harrah’s Entertainment, Inc. (NYSE: HET) (“Harrah’s Entertainment”), announced today the extension of the Offer Expiration Date for the previously announced cash tender offers by Harrah’s Operating Company, Inc. (“Harrah’s Operating”) for any and all of its outstanding (i) Senior Floating Rate Notes due 2008 (CUSIP No. 413627AR1; ISIN No. US413627AR15) (the “Floating Rate Notes”), (ii) 8.875% Senior Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No. US700690AJ90) (the “8.875% Notes”), (iii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No. US413627AE02) (the “7.5% Notes (1998)”), (iv) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN No. US700690AN03) (the “7.5% Notes (2001)”), and (v) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No. US700690AS99) (the “7% Notes”), as well as the extension of the Offer Expiration Date for the previously announced cash tender offer by Harrah’s Entertainment and Harrah’s Operating for Harrah’s Operating’s Floating Rate Contingent Convertible Senior Notes due 2024 (CUSIP No. 127687AA9; CUSIP No. 127687AB7; ISIN No. US127687AA90; ISIN No. US127687AB73) (the “Convertible Notes” and, collectively with the Floating Rate Notes, the 8.875% Notes, the 7.5% Notes (1998), the 7.5% Notes (2001) and the 7% Notes, the “Notes”). In each case, the Offer Expiration Date has been extended to 8:00 a.m., New York City time, on January 28, 2008, the date on which the previously announced merger of Harrah’s Entertainment with Hamlet Merger Inc., a company controlled by Apollo Global Management, LLC and TPG Capital, L.P., is scheduled to close, unless further extended.

Except for the extension described above, all of the terms and conditions set forth in the applicable Offer to Purchase and Consent Solicitation Statement (collectively, the “Statements”) with respect to the Notes remain unchanged. As of 9:00 a.m. New York City time, on January 22, 2008: (i) approximately $81,150,000 in aggregate principal amount at maturity of the Floating Rate Notes had been tendered, representing approximately 32.46% of the outstanding principal amount at maturity of the Floating Rate Notes; (ii) approximately $394,234,000 in aggregate principal amount at maturity of the 8.875% Notes had been tendered, representing

approximately 98.56% of the outstanding principal amount at maturity of the 8.875% Notes; (iii) approximately $131,144,000 in aggregate principal amount at maturity of the 7.5% Notes (1998) had been tendered, representing approximately 96.22% of the outstanding principal amount at maturity of the 7.5% Notes (1998); (iv) approximately $424,166,000 in aggregate principal amount at maturity of the 7.5% Notes (2001) had been tendered, representing approximately 99.80% of the outstanding principal amount at maturity of the 7.5% Notes (2001); (v) approximately $299,396,000 in aggregate principal amount at maturity of the 7% Notes had been tendered, representing approximately 99.80% of the outstanding principal amount at maturity of the 7% Notes; and (vi) approximately $374,592,500 in aggregate principal amount at maturity of the Convertible Notes had been tendered, representing approximately 99.96% of the outstanding principal amount at maturity of the Convertible Notes.

Harrah’s Operating’s tender offer is subject to the conditions set forth in the Statements and the applicable Consent and Letter of Transmittal, including, among other things, that Harrah’s Operating obtains the financing necessary to pay for the Notes and consents in accordance with the terms of the tender offers and consent solicitations.

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Harrah’s Operating and Harrah’s Entertainment have retained Citi to act as lead dealer manager in connection with the tender offers and consent solicitations. Questions about the tender offers and consent solicitations may be directed to Citi at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies of the Offer Documents and other related documents may be obtained from Global Bondholder Services Corporation, the information agent for the tender offers and consent solicitations, at (866) 924-2200 (toll free) or (212) 430-3774 (for banks and brokers only).

The tender offers and consent solicitations are being made solely pursuant to the applicable Offer to Purchase and Consent Solicitation Statement and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offers and consent solicitations. Holders of the Convertible Notes should also read the Schedule TO that Harrah’s Entertainment and Harrah’s Operating filed on December 21, 2007, and the amendment thereto filed today, with the U.S. Securities and Exchange Commission. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities of Harrah’s Operating or Harrah’s Entertainment. It also is not a solicitation of consents to the proposed amendments to the indentures. No recommendation is made as to whether holders of the securities should tender their securities or give their consent.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Harrah’s Entertainment

Harrah’s Entertainment is the world’s largest provider of branded casino entertainment. Since its beginning in Reno, Nevada nearly 70 years ago, Harrah’s Entertainment has grown through development of new properties, expansions and acquisitions, and now owns or manages casinos on four continents. Its properties operate primarily under the Harrah’s^®, Caesars^® and

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Horseshoe^® brand names; it also owns the London Clubs International family of casinos. Harrah’s Entertainment is focused on building loyalty and value with its customers through an unique combination of great service, excellent products, unsurpassed distribution, operational excellence and technology leadership.

More information about Harrah’s Entertainment is available at its Web site—http://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 Entertainment and Harrah’s Operating. 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 Entertainment and Harrah’s Operating 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 by Harrah’s Entertainment with the SEC (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 TPG and Apollo; 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 satisfy 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 proposed 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 acquisitions 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

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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 Entertainment and Harrah’s Operating disclaim 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.

Media Contact:	Jacqueline Peterson
	Harrah’s Entertainment, Inc.,
	+1-702-494-4829
Investor Contact:	Jonathan Halkyard
	Harrah’s Entertainment, Inc.,
	+1-702-407-6346

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