SecProbe.io

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Mail Stop 03-05

      January 4, 2005

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.
		Amendment No. 1 to Form S-4 filed on December 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.

Background of the Merger, page 47
1. We note your response to prior comment number 6; however, we
also
note from your disclosure at the top of page 53 that
representatives
of Deutsche Bank made a "financial presentation" at the special
telephonic meeting of Harrah`s board of directors on July 14.
Please
clarify for us why you have not supplementally provided us with
the
materials prepared by Deutsche Bank in connection with that
"financial presentation."

2. We reissue our prior comment number 14 in part.  Refer to your
statement in the penultimate paragraph on page 48 that Harrah`s
and
Deutsche Bank discussed, among other things, "potential
acquisition
structures and a comparison of potential acquisition of Caesars
with
other acquisition opportunities" in June 2004.  Also refer to your
statement at the top of page 48 that around December 2003,
Harrah`s
was "in the process of analyzing and considering a number of
potential acquisition and development opportunities."  Your
disclosure should specify the material alternative acquisition
structures and other acquisition opportunities that the board
considered at each of those times.  Please revise as appropriate.

Opinion of Harrah`s Financial Advisor, page 59
3. We note your revisions in response to prior comment number 22.
To
the extent feasible, please also revise this section to elucidate
what the accretion/dilution analysis on page 63 demonstrated.  For
example, in the last sentence, revise to indicate what the
comparison
there identified demonstrated.

Opinion of Caesars` Financial Advisor, page 65
4. We note your response to prior comment numbers 27 and 28.
Please
reconsider and briefly indicate what each of the analyses
demonstrated to UBS or to the board of directors, as you have done
with the text of Deutsche Bank`s opinion.

Selected Precedent U.S. Gaming Transactions, page 69
5. If feasible, please revise to discuss more specifically why UBS
deemed these transactions as comparable to the foregoing merger.

Material United States Federal Income Tax Consequences, page 81
6. With respect to your revisions in response to prior comment
number
30, and your statement on page 82 that the opinions are "subject
to
various other assumptions, limitations, qualifications and
exceptions
set forth in this joint proxy statement/prospectus and in the
separate tax opinions of Latham & Watkins LLP and Skadden, Arps,
Slate, Meagher, & Flom LLP...," supplementally confirm for us that
you have disclosed all material assumptions, limitations,
qualifications and exceptions to the opinion in this section of
the
prospectus, and revise the qualifying language in this paragraph
as
necessary to reflect that fact.

Exhibits 8.1 and 8.2
7. We note your response to prior comment number 40 but reissue
the
comment.  Please revise the Latham & Watkins tax opinion (Exhibit
8.1) to delete the limitation on reliance -- i.e. delete the
phrase
"rendered only to you," the word "solely," as well as the
statement
that the opinion "may not be relied upon by any other person,
firm,
or corporation for any purpose."  Despite the exception that
counsel
noted in the last sentence of this paragraph, referring to the
ability of persons to rely on the opinion in accordance with the
federal securities laws, the limitations on reliance written into
the
first sentence should be eliminated as they are inappropriate and
potentially confusing to the reader.  Please similarly revise the
penultimate paragraph of the Skadden Arps tax opinion (Exhibit
8.2).

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Katherine Hsu at (202) 942-2856 or me at
(202)
942-2936 with any other questions.

      Regards,

Sara W. Dunton
      Branch Chief

cc: Charles K. Ruck, Esq. (via fax)
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Stephen H. Brammell, Esq.
Harrah's Entertainment, Inc.
January 4, 2005
Page 3

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