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

May 25, 2010

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 8.01 Other Events

On September 15, 2009, Harrah’s Entertainment, Inc. (the “Registrant”) announced that the United States Bankruptcy Court for the District of Delaware had approved an agreement for the sale of Thistledown Racetrack from Magna Entertainment Corp. to Harrah’s Operating Company, Inc. (“Harrah’s Operating”), a wholly owned subsidiary of the Registrant. The closing of the sale was subject to the satisfaction of certain conditions and receipt of all required regulatory approvals. The conditions to closing were never satisfied, and the agreement was never consummated. As a result the agreement was terminated by the seller on May 17, 2010.

On May 25, 2010, Harrah’s Operating entered into a new agreement to purchase the assets of Thistledown Racetrack, subject to the occurrence of certain customary conditions.

On May 27, 2010, the Registrant issued a press release announcing the agreement to acquire Thistledown Racetrack. 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) Exhibits.

99.1 Text of press release, dated May 27, 2010.

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: June 8, 2010	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 May 27, 2010.

EX-99.1

EXHIBIT 99.1

Contact: Jacqueline Peterson 702 494 4829 japeterson@harrahs.com

Harrah’s Entertainment Enters into Agreement to Acquire Thistledowns

LAS VEGAS – May 27, 2010 –Gary Loveman, chairman, CEO and president of Harrah’s Entertainment issued the following statement today regarding the Thistledowns Race Track:

“I’m pleased to announce that Harrah’s Entertainment has entered into an agreement to acquire Thistledowns Race Track. We have thousands of loyal customers who live in Ohio, and we’re glad we will have the opportunity to bring our unique entertainment options closer to them and to others in the area. Our decision to acquire Thistledown is yet another step demonstrating our optimism in the company’s future.”

About Harrah’s Entertainment

Harrah’s Entertainment, Inc. is the world’s largest provider of branded casino entertainment. Since its beginning in Reno, Nevada, more than 70 years ago, Harrah’s has grown through development of new properties, expansions and acquisitions, and now operates casinos on four continents. The company’s properties operate primarily under the Harrah’s^®, Caesars^® and Horseshoe^® brand names; Harrah’s also owns the World Series of Poker^® and a majority interest in 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. Harrah’s is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. For more information, please visit www.harrahs.com.

Confidential & Proprierty Not for Distribution 1