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

January 28, 2008

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; Item 3.03 Material Modification to Rights of Security Holders.

On January 28, 2008, Harrah’s Operating, Inc. (the “Company”) and Harrah’s Entertainment, Inc. (the “Parent”) entered into a supplemental indenture dated as of January 28, 2008 (the “Convertible Notes Supplemental Indenture”) to the indenture dated as of July 28, 2005, by and among the Company, the Parent, and U.S. Bank, National Association (the “Trustee”), pursuant to which the Company’s Floating Rate Contingent Convertible Senior Notes due 2024 (CUSIP No. 127687AA9; CUSIP No. 127687AB7; ISIN No. US127687AA90; ISIN No. US127687AB73) (the “Convertible Notes”) were issued (as amended and supplemented, the “Convertible Notes Indenture”).

The Convertible Notes Supplemental Indenture was entered into in connection with the tender offers and consent solicitations commenced by the Company and the Parent with respect to the Convertible Notes, which was commenced on December 21, 2007, as well as to give effect to the previously announced merger of the Parent with Hamlet Merger Inc. (the “Merger”), which was completed today. The Convertible Notes Supplemental Indenture amends the Convertible Notes Indenture to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indentures and to give effect to the Merger.

In addition, On January 28, 2008, the terms of the supplemental indentures relating to the Company’s (i) 8.875% Senior Subordinated Notes due 2008 (CUSIP No. 700690AJ9; ISIN No. US700690AJ90) (the “8.875% Notes”); (ii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN No. US413627AE02) (the “7.5% Notes (1998)”); (iii) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN No. US700690AN03) (the “7.5% Notes (2001)”) and (iv) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No. US700690AS99) (the “7% Notes”) entered into on January 8, 2008, became operative. The terms of these supplemental indentures are described in the Parent’s current report on Form 8-K filed January 9, 2008.

A copy of the Convertible Notes Supplemental Indenture attached hereto as Exhibit 4.1 is incorporated herein by reference.

Item 8.01 Other Events.

On January 28, 2008, the Parent issued a press release announcing (a) the acceptance for payment all of the Company’s outstanding (i) Senior Floating Rate Notes due 2008 (CUSIP No. 413627AR1; ISIN No. US413627AR15), (ii) 8.875% Notes, (iii) 7.5% Senior Notes (1998), (iv) 7.5% Notes (2001), (v) 7% Notes and (vi) Convertible Notes tendered by 8:00 a.m. New York City time, on January 28, 2008; and (b) the execution of the Convertible Notes Supplemental Indenture. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The exhibits listed below and in the accompanying Exhibit Index are furnished as part of this Current Report on Form 8-K.

Exhibit	Description
4.1	Third Supplemental Indenture, dated as of January 28, 2008, by and among Harrah’s Operating Company, Inc., Harrah’s Entertainment, Inc. and U.S. Bank, National Association, supplementing that certain Indenture, dated as of July 28, 2005, pursuant to which the Floating Rate Contingent convertible Senior Notes due 2024 were issued.
99.1	Press Release, dated January 28, 2008.

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 28, 2008	By:	/s/ MICHAEL D. COHEN
		Michael D. Cohen
		Vice President, Associate General Counsel and Corporate Secretary

EX-4.1

Exhibit 4.1

HARRAH’S OPERATING COMPANY, INC.

as Issuer

AND

HARRAH’S ENTERTAINMENT, INC.

as Guarantor

AND

U.S. BANK, NATIONAL ASSOCIATION

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 28, 2008

to

the Amended and Restated Indenture

Dated as of July 28, 2005

Floating Rate Contingent Convertible Senior Notes due 2024

THIS THIRD SUPPLEMENTAL INDENTURE, (the “Supplemental Indenture”), dated as of January 28, 2008, is by and among Harrah’s Entertainment, Inc., a Delaware corporation (the “Parent”), Harrah’s Operating Company, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, reference is made to that certain Amended and Restated Indenture, dated as of July 28, 2005, by and among the Parent, the Company, as successor to Caesars Entertainment, Inc., a Delaware corporation (“Caesars”), and the Trustee, as amended and supplemented by that certain First Supplemental Indenture, dated as of September 9, 2005 and that certain Second Supplemental Indenture, dated as of January 28, 2008 (as so amended and restated, the “Original Indenture,” and as further amended and supplemented hereby, the “Indenture”), with respect to the Company’s Floating Rate Contingent Convertible Senior Notes due 2024 (the “Notes”);

WHEREAS, in accordance with Section 9.02 of the Original Indenture, the Company and the Trustee may amend the Original Indenture with the written consent of holders of at least a majority in principal amount of the Notes outstanding;

WHEREAS, the Parent and the Company desire to amend the Original Indenture in accordance with Section 9.02 of the Original Indenture and have solicited consents from the holders of the Notes to certain amendments to the Original Indenture pursuant to an Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 (the “Offer”);

WHEREAS, the holders of at least a majority in principal amount of the Notes outstanding have consented to the amendments to the Original Indenture contained herein;

WHEREAS, Section 10.11 requires that the Company and the Parent execute a supplemental indenture to give effect to any consolidation, combination, merger or share exchange to which the Parent is a party;

WHEREAS, on the date hereof, the Parent shall consummate a merger (the “Merger”) with Hamlet Merger Inc., a Delaware corporation (“Merger Inc.”), whereby Merger Inc. will merge with and into the Parent, each share of existing Common Stock of the Parent will convert into the right to receive $90.00 in cash, and the capital stock of Merger Inc. will become the new capital stock of Merger Inc.;

WHEREAS, in accordance with Section 9.01 of the Original Indenture, the Company, the Parent and the Trustee may amend or supplement the Original Indenture without notice to or consent of any Holder to comply with Section 10.11;

WHEREAS, the Parent has agreed to fully and unconditionally guarantee the Company’s obligations under the Indenture and the Notes, which guarantee is provided in this Second Supplemental Indenture, as permitted pursuant to Section 9.01 of the Original Indenture; and

WHEREAS, the execution and delivery of this Second Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Original Indenture effectively amending the Original Indenture as set forth herein have been duly taken.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Parent and the Trustee mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Original Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Original Indenture as a result of the amendments set forth in Section 2.1 of this Supplemental Indenture.

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ARTICLE II

AMENDMENTS

Section 2.1 Amendments to the Original Indenture in accordance with Section 9.02. The Original Indenture is hereby amended by deleting the following sections of the Original Indenture and all references thereto in the Original Indenture in their entirety:

• Section 4.02 (SEC and Other Reports)

• Section 4.03 (Compliance Certificate; Notice of Default)

• Section 4.04 (Further Instruments and Acts)

• Section 4.05 (Maintenance of Office or Agency)

• Section 4.06 (Delivery of Certain Information)

• Section 4.07 (Liquidated Damages)

• Section 5.01 (When the Company May Consolidate, Merger or Transfer Assets - deleting clause 5.01(b) only)

• Section 6.01 (Events of Default - deleting clauses (c), (d), (e) and (f) only)

Section 2.2 Amendments and Supplements to the Original Indenture in accordance with Section 10.11. The Original Indenture is hereby amended and supplemented as follows:

(a) During the Transaction Conversion Period beginning from and after the consummation of the Merger until and including the date that is 15 days after the consummation of the Merger, a Holder may convert its Notes into $1,379.52 in cash per $1,000 principal amount of Notes in accordance with Article 10 of the Original Indenture.

(b) After completion of the Transaction Conversion Period referred to in Section 2.2(a) above, (i) the Notes shall be convertible into the post-Merger non-voting common stock of the Parent (the “New Common Stock”) as and to the extent convertible into the currently existing Common Stock in Article 10 of the Original Indenture, (ii) such New Common Stock shall be the basis for determining the Conversion Value pursuant to Section 10.01, Section 10.14 and the Securities (with the initial Conversion Rate in respect of such New Common Stock equal to the then-existing Conversion Rate multiplied by the number of shares (or fraction thereof) of such New Common Stock issuable for each share of Common Stock in the Merger, assuming conversion of the Securities entirely into Common Stock, and the initial Conversion Price in respect of such New Common Stock equal to the then-existing Conversion Price divided by such number of shares (or fraction thereof)) and (iii) such New Common Stock shall be subject to all adjustments contemplated by Article 10 of the Original Indenture.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Original Indenture shall be bound by the Indenture as amended hereby. Subject to Section 9.03 of the Original Indenture, in the case of conflict between the Original Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

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Section 3.2 Amendment to Notes. The Notes included certain of the foregoing provisions from the Indenture to be deleted or amended pursuant to Articles I and II hereof. Upon the effective date of this Supplemental Indenture, such provision from the Notes shall be deemed deleted or amended as applicable.

Section 3.3 Effectiveness of Amendments. This Supplemental Indenture shall be effective upon execution hereof by the Company, the Parent and the Trustee; provided, however, that the amendments to the Original Indenture and the Notes set forth in Articles I and II and Section 3.2 of this Supplemental Indenture shall not become operative until the acceptance for payment by the Company of the Notes tendered pursuant to the Offer. In the event the Company notifies (if orally, then confirmed in writing) Global Bond Services Corporation, as depositary and information agent under the Offer, that it has withdrawn or terminated the Offer, this Supplemental Indenture shall be terminated and of no force of effect and the Original Indenture shall not be modified hereby.

Section 3.4 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.5 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Original Indenture.

Section 3.6 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

Section 3.7 Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

Section 3.8 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Original Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 3.9 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of, or relating to, this Supplemental Indenture or the Notes.

Section 3.10 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

Section 3.11 Successors. All agreements of the Company, the Parent and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors.

Section 3.12 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective shall be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

“Effective as of January 28, 2008, the restrictive covenants of the Company and certain of the Events of Default have been eliminated, as provided in the Third Supplemental Indenture, dated as of January 28, 2008. Reference is hereby made to said Third Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

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

U.S. BANK, N.A., as Trustee
By:	/s/ Raymond S. Haverstock
Name:	Raymond S. Haverstock
Title:	Vice President

EX-99.1

Exhibit 99.1

Acceptance For Purchase of All Notes tendered pursuant to Applicable Tender Offers and

Consent Solicitations and Execution of Supplemental Indenture With Respect to Floating

Rate Contingent Convertible Senior Notes due 2024 (CUSIP No. 127687AA9; CUSIP No. 127687AB7; ISIN No. US127687AA90; ISIN No. US127687AB73)

FOR RELEASE MONDAY, January 28, 2008

LAS VEGAS, NEVADA—Harrah’s Entertainment, Inc. (NYSE: HET) (“Harrah’s Entertainment”), announced today it has exercised its right to accept for payment 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)”), (v) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No. US700690AS99) (the “7% Notes”), and (vi) 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”) tendered by 8:00 a.m. New York City time, on January 28, 2008.

Pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 and the related Consent and Letter of Transmittal with respect to the Floating Rate Notes, the 8.875% Notes, the 7.5% Notes (1998), the 7.5% notes (2001) and the 7% Notes (the “Non-Convertible Notes Offer Documents”), issued by Harrah’s Operating Company, Inc. (“Harrah’s Operating”), a subsidiary of Harrah’s Entertainment, Harrah’s Operating has accepted for purchase and paid for (i) $81,150,000 of the outstanding $250,000,000 principal amount of its Floating Rate Notes; (ii) $394,254,000 of the outstanding $400,000,000 principal amount of its 8.875% Notes; (iii) $131,225,000 of the outstanding $136,294,000 principal amount of its 7.5% Notes (1998); (iv) $424,166,000 of the outstanding $425,000,000 principal amount of its 7.5% Notes (2001) and (v) $299,396,000 of the outstanding $300,000,000 principal amount of its 7% Notes. Pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated December 21, 2007 and the related Consent and Letter of Transmittal with respect to the Convertible Notes (the “Convertible Notes Offer Documents” and, together with Non-Convertible Notes Offer Documents, the “Offer Documents”), issued by Harrah’s Operating and Harrah’s Entertainment, Harrah’s Operating has accepted for purchase and paid for $374,592,500 of the outstanding $374,743,000 principal amount of its Convertible Notes.

In connection with the tender offers for the Notes, as previously announced, Harrah’s Entertainment and Harrah’s Operating received the required consents with respect to the 8.875% Notes, the 7.5% Notes (1998), the 7.5% Notes (2001) and the 7% Notes to eliminate substantially all of the restrictive covenants and certain events of default included in the indentures under which the above series of notes were issued. In addition, Harrah’s Entertainment and Harrah’s Operating also announced that all conditions, including obtaining the financing to pay for the Notes, have been satisfied or waived. Accordingly, the supplemental indentures relating to the 8.875% Notes, the 7.5% Notes (1998), the 7.5% Notes (2001) and the 7% Notes executed by Harrah’s Entertainment, Harrah’s Operating and the trustee under the respective indentures became operative upon the acceptance by Harrah’s Entertainment and Harrah’s Operating for purchase with respect to the 8.875% Notes, the 7.5% Notes (1998), the 7.5% Notes (2001) and the 7% Notes tendered to date. Further, the Company has notified the trustee under the indenture governing the Company’s Floating Rate Notes that the Company intends to discharge the Floating Rate Notes in accordance with the terms of that indenture and has deposited the requisite funds with the trustee. In addition, as a result of the receipt of the requisite consent to adopt the proposed amendments to the indenture pursuant to which the Convertible Notes were issued, the Third Supplemental Indenture among Harrah’s Entertainment, Harrah’s Operating and U.S. Bank National Association, as trustee for the holders of the Convertible Notes, has been executed. The proposed amendments, which will (i) eliminate substantially all of the restrictive covenants; (ii) eliminate or modify certain events of default and related provisions and (iii) supplement the section with respect to effect of reclassification, consolidation, merger, share exchange or sale on conversion privilege contained in the indenture under which the Convertible Notes were issued have also become operative upon the acceptance by Harrah’s Entertainment and Harrah’s Operating for purchase with respect to the Convertible Notes tendered to date.

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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 amendments thereto filed on January 23, 2008 and today, respectively, 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.

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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 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 outcome of any legal proceedings that have been, or will be, instituted against the Company related to the merger agreement with TPG and Apollo; 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

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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; 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 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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