SecProbe.io

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Mail Stop 03-05

November 19, 2004

Via U.S. Mail

Stephen H. Brammell, Esq.
Senior Vice President, General Counsel, and Corporate Secretary
Harrah`s Entertainment, Inc.
One Harrah`s Court
Las Vegas, NV 89119

Re:		Harrah`s Entertainment, Inc.
		Registration Statement on Form S-4 filed on October 20, 2004
		File No. 333-119836

Dear Mr. Brammell:

We have reviewed selected portions of your filing and have the
following comments.  Where indicated, we think you should revise your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise
additional comments.

The purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in
these respects and welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

Cover Page
1. Clarify why you include a reference to the determination by the
Caesars board of directors that the merger agreement and related
transactions are "advisable and fair to" Caesars and its stockholders,
but there is no corresponding statement by Harrah`s board of
directors, even though both boards obtained fairness opinions.

Additional Information
2. Please note that this information belongs on the inside front cover
page with the Table of Contents information, as required by Item 502
of Regulation S-K, and pursuant to Item 2 of Form S-4.  Therefore,
please move this information to appear at the end of the table of
contents pages on page iii, after the notices of special meetings to
each company`s shareholders.

Letter to Shareholders of Caesars Entertainment, Inc.
3. Please disclose the date on which the board approved the merger
agreement and the transactions contemplated by the merger.

Questions and Answers About the Merger, page 1
4. We note that on the registration statement cover page, you state
that certain preferred share purchase rights will be attached to the
common stock and issued for no additional consideration.  Please
revise to discuss these rights in this section and/or the summary
section of the proxy/prospectus.  Also, supplementally explain to us
the mechanics of these purchase rights - how they will attach to the
common stock and how they will be issued to Caesars shareholders who
elect to receive shares of Harrah`s stock instead of a cash payment.

Stockholders Entitled to Vote; Vote Required, page 13
5. Please split this summary section into two distinct parts because
both concepts are important to a shareholder`s understanding of the
transaction, but would appear to be more readily understood if
discussed separately.  In addition, please consider moving the
subsection regarding the Share Ownership of Directors and Executive
Officers to immediately follow the section regarding the Vote
Required, so that shareholders can easily compare and appreciate how
much of the vote required is likely to be voted for the merger by
executives of each company.  Also, supplementally tell us with a view
towards disclosure whether the directors and executive officers of
either company have entered into any agreements regarding how they
intend to vote in the transaction.

Opinions of Financial Advisors, page 14
6. Suppplementally provide us with the board book and any other
materials prepared by Deutsche Bank Securities Inc. and UBS Securities
LLC.  Also, please provide us with a copy of the engagement letter(s).

Interests of Caesar`s Directors and Executive Officers in the Merger,
page 15
7. Please include a separately-captioned summary section that
addresses who will manage and direct the combined company.  This would
appear to be a separate topic from the concept addressed by the first
paragraph and bullet point list in this subsection.  In other words,
please identify in a separately-captioned summary section who will be
the executive officers and members of the board of directors of the
combined company, and disclose which of those persons come from
Caesars.  Furthermore, please disclose the current number of directors
on Harrah`s board who will continue to serve so that shareholders can
better understand what it will mean to have between two and four
directors from Caesars` board of directors join Harrah`s board.

Risks Related to the Merger, page 29
8. We note that you have only included risks that are related to the
merger; however, it appears appropriate under the form requirements
that you also include risks that are related to an investment in the
combined company, or in Harrah`s common stock following the merger.
Please revise as appropriate to discuss the risks related to Harrah`s
business going forward.

The price of Harrah`s common stock at the time of completion of the
merger..., page 29
9. Please disclose the length of time between when shareholders vote
at the special meetings and when the merger will be completed, or
briefly state the factors that determine how much time will pass after
the special meetings and before the merger is completed.  We note your
statement in the Q&A section on page 3 that there may be a
"substantial period of time" between the special meetings and the
effectiveness of the merger.  To the extent practicable, please
quantify here, and elsewhere as appropriate, the amount of time that
may pass between the special meetings and the completion of the
merger.

Directors of Caesars have interests in the merger that may be
different from, or in addition to, the interests of Caesars
stockholders, page 32
10. Please revise to disclose specifically which directors and
executive officers will have the conflicts of interest that you
reference in this risk factor discussion.  For example, we note that
Mssrs. Hilton and Bollenbach have been identified as two likely
appointees to Harrah`s board of directors following the merger, and
that two other members of Caesars board may be also appointed to
Harrah`s board of directors.  Consider specifying the percentage of
Caesars` current board of directors those four directors represent so
that investors can better understand what portion of the current
directors may have interests different from Caesars` stockholders.
Also briefly specify whether any of Caesars` current executive
officers plan to stay on with the combined company, and what their
specific conflicts of interest may be.

The Merger, page 43
11. Please supplementally tell us what consideration was given, if
any, to the formation of a committee of independent directors to
evaluate the transaction.

Background of the Merger, page 44
12. Please tell us whether the discussions between Mssrs. Bollenbach
and Loveman in December 2003 were ever discussed with the boards of
directors of their respective companies, and consider disclosing that
in the document.
13. We note your statement that MGM Mirage and Mandalay Resort Group
are the third and fourth-largest U.S. gaming companies.  Consider
disclosing how Caesars and Harrah`s compared to those companies at
that time in terms of size and presence in the U.S. gaming industry.
14. Please revise to expand your discussion of the strategic
alternatives identified in this section.  For those alternatives that
were not pursued, please disclose why.  For each alternative that was
pursued, disclose why the alternative was considered to be inferior to
the current transaction.  Refer to, for example, your discussion in
the second full paragraph on page 44 regarding the strategic
alternatives that UBS considered, and your discussion in the fourth
paragraph on page 44 regarding the other acquisition opportunities
that the company discussed between June 10 and June 30, 2004.
15. We note your disclosure in the second paragraph on page 45.
Please revise to disclose how and why Mssr. Bollenbach made the
determination that the merger consideration needed to represent a
premium of at least 25%, and why he specifically requested that
Harrah`s assure Caesars that the regulatory risks of the transaction
were manageable, as opposed to discussing other requirements or other
aspects of the possible merger transaction.
16. Refer to the second to last sentence of the penultimate paragraph
on page 45.  Please revise to briefly disclose all of the "certain
other aspects of a potential transaction" you refer to there.
17. We note that at the bottom of page 45, you state that during the
negotiation process, Mssr. Bollenbach consulted with several members
of Caesars board of directors, and kept them updated on the status of
the negotiations.  Identify the members of the board with whom
Bollenbach consulted and revise to disclose the date and substance of
any material discussions.
18. Refer to the second bullet point on page 46.  To the extent
practicable, please disclose the substance of all of the "number of
considerations" you refer to, in addition to antitrust and regulatory
considerations.
19. We note your disclosure on page 46 that financial advisors
assisted management in reviewing various legal and business materials.
If applicable, please refer to Item 4(b) of Form S-4 and Item
1015(b)(1)-(6) of Regulation M-A and provide the disclosure as
required with regard to any report, whether oral or written, presented
by any other third party to any parties to the transaction.
20. In this regard, we note that Deutsche Bank made presentations at
the July 10, July 12 and July 14 meetings to the Harrah`s board of
directors, and that USB made presentations to the Caesars board of
directors at the July 12 and July 14 meetings.  Therefore, please
provide the information required by Item 1015(b) of Regulation M-A for
each of the presentations by Deutsche Bank and USB.
21. We note your reference at the bottom of page 48 to the conference
call the morning of July 14, 2004.  Please provide more information
regarding the "certain outstanding issues in the merger agreement"
that were discussed and resolved in that morning conference call,
before the board of directors met later that day.

Deutsche Bank`s Financial Analysis, page 56
22. Please disclose whether Deutsche Bank drew any conclusions from
its valuation techniques and if so, indicate how they support fairness
and describe them.  If not, please indicate what the board concluded
from each analysis.
23. Please disclose the specific amount of compensation paid to
Deutsche Bank in connection with its services as financial advisor to
Harrah`s, including the specific amount and percentage of the fee that
is contingent upon completion of the merger.  Refer to Item 1015(b)(4)
of Regulation M-A.

Opinion of Caesars` Financial Advisor, page 60
24. Please revise to disclose how the oral opinion differed in any
aspect from the written opinion that was later delivered to the board.
25. We note that the fairness opinion goes to the "aggregate merger
consideration" to be received by the holders of Caesars common stock.
Please revise to clarify whether UBS considered the fairness of each
type of merger consideration alternative available to stockholders
(cash or stock) separately, and if not, why not.
26. Please remove the phrase "among other things" from the sentence
preceding the bullet point list on page 61, or briefly clarify what
you mean by that statement.

Summary - UBS Financial Analyses, page 62
27. Disclose also here whether UBS drew any conclusions from its
valuation techniques that supported the fairness determination.  If
so, describe them.  If not, please indicate what the board concluded
from each analysis.
28. With regard to the disclosure regarding UBS` valuation techniques,
please consider revising to provide further explanation as to how the
tables or other results identified in the disclosure support fairness.

Miscellaneous, page 66
29. In accordance with Item 1015(b)(4) of Regulation M-A, please
confirm that no material relationship between UBS and Caesars has
existed over the past two years, and disclose the amount of
compensation paid, or to be paid, to UBS in connection with its
services as financial advisor to Caesars in this transaction,
including the amount and percentage of the fee that may be contingent
upon completion of the merger.

Material United States Federal Income Tax Consequences, page 76
30. It appears from the text of your tax opinions filed as Exhibits
8.1 and 8.2 that you intend to use short-form legal opinions. If that
is the case, this discussion in the registration statement should
reflect that it "is" counsel`s opinion as to the material federal
income tax consequences of the merger, not that it is merely a
"discussion" or "summary" of the federal income tax consequences.
Please clarify and revise accordingly.

Listing of Harrah`s Common Stock, page 79
31. Supplementally tell us why you need approval from the NYSE to list
the shares of stock to be issued in the merger, and clarify whether
you have enough authorized shares at this time to complete the merger.
Consider including this information in the document if appropriate.

Conditions to Completion of the Merger, page 94
32. Disclose whether there is any material uncertainty as to any of
the conditions to the consummation of the merger.

Representations and Warranties, page 95
33. Please remove the phrase "among other things" from the sentence
before the bullet point list, or clarify what that means.  The list
should probably include all material or significant representations
and warranties contained in the merger agreement.

Harrah`s Board of Directors, page 110
34. Please discuss the change in Harrah`s board of directors with more
detail, so that investors can better understand who will direct the
company going forward.  For example, you should disclose the number of
directors of each class currently on Harrah`s board of directors, and
you should also disclose the process by which each of the two
additional Caesars directors will be considered for appointment to
Harrah`s board of directors.  Currently that appointment process is
unclear.  Is there a difference between the appointment of the first
additional Caesars director and the second additional Caesars director
to be considered for appointment?  If not, it is unclear why you
disclose these facts in two separate sentences.  Please clarify and
revise this section, and elsewhere in the document, as necessary.

Comparison of Stockholders Rights and Corporate Governance Matters,
page 121
35. Please revise this section to discuss also whether there are any
changes in quorum provisions and maintenance of corporate books and
records.

Legal Matters, page 140
36. Please revise the second sentence to remove the word "certain" and
instead reference the opinions of Latham & Watkins and Skadden, Arps
with respect to the "material" U.S. federal income tax consequences of
the merger, consistent with your section heading on page 76.

Annex C
37. Refer to the first full sentence on page C-2.  Please
supplementally tell us why this sentence refers to a "draft"
agreement.

Part II

Item 22. Undertakings
38. Please provide the requisite Rule 415 undertakings found in Item
512(a) of Regulation S-K.

Exhibit 8.1, Tax Opinion - Latham & Watkins
39. If you intend to use a short-form legal opinion, please revise the
first sentence on page 2, after the five-part list, to clarify that
the opinion in the registration statement "is" counsel`s opinion and
remove any inferences that the tax opinion of counsel contained in the
registration statement is a summary.
40. Please revise the last paragraph on page 2 to remove the