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

November 5, 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 7.01 Regulation FD Disclosure

On November 5, 2010, Harrah’s Entertainment, Inc. (the “Registrant”) issued a press release announcing that it has commenced an initial public offering of 31,250,000 shares of common stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is furnishing the information in this Current Report on Form 8-K and the exhibit attached hereto as Exhibit 99.1 under Item 7.01 of Form 8-K to comply with Regulation FD. Such information and exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Text of press release, dated November 5, 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: November 5, 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 November 5, 2010.

EX-99.1

Exhibit 99.1

Contact:	Gary Thompson – Media	Eric Hession – Investors
	Harrah’s Entertainment, Inc.	Harrah’s Entertainment, Inc.
	(702) 407-6529	(702) 407-6446

LAS VEGAS - November 5, 2010 - Harrah’s Entertainment, Inc. (the “Company”) today announced that it has commenced an initial public offering of 31,250,000 shares of common stock. All shares included in the initial public offering are being sold by the Company to be listed under the name Caesars Entertainment Corporation. The estimated range for the initial public offering price is $15.00 to $17.00 per share. The Company has applied to have the shares listed on the Nasdaq Global Select Market under the symbol “CZR.” The Company has granted the underwriters a 30-day option to purchase up to an additional 4,687,500 shares of common stock on the same terms and conditions. The Company intends to use the net proceeds from the offering to fund a near-term pipeline of growth projects and for general corporate purposes.

Citi, Credit Suisse Securities (USA) LLC, BofA Merrill Lynch, Deutsche Bank Securities and Goldman, Sachs & Co. will act as the joint bookrunners for the offering. The offering will be made only by means of a prospectus, copies of which may be obtained from Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, 800-831-9146 or email: batprospectusdept@citigroup.com or from Credit Suisse, Prospectus Department, One Madison Avenue, New York, NY, 10010 or by calling (800) 221-1037.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

* * * * *

Harrah’s Entertainment, Inc. is the world’s largest provider of branded casino entertainment. 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 the London Clubs International family of casinos.