SecProbe.io

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								July 20, 2005

By Facsimile and U.S. Mail

Charles K. Ruck, Esq.
J. Scott Hodgkins, Esq.
Latham & Watkins LLP
650 Town Center Drive
Suite 2000
Costa Mesa, California 92626

	Re:	Harrah`s Operating Company, Inc.
		Schedule TO-I
		Filed July 14, 2005

Dear Messrs. Ruck and Hodgkins:

	We have the following comments on the above-referenced
filing:

Offer to Purchase

Summary Term Sheet
Cautionary Note Regarding Forward-Looking Statements, page 7
1. On page 2 and page 6 you incorporate documents by reference
into
the offer to purchase, including documents to be filed in the
future.
Schedule TO does not provide for incorporation by reference except
as
indicated in General Instruction F of Schedule TO.  General
Instruction F does not provide for forward incorporation.  Rules
13e-
4(c)(3) and 13e-4(e)(3) require you to amend the Schedule to
reflect
a material change in the information previously disclosed.  Please
revise the document to be consistent with the requirements of
General
Instruction F of Schedule TO.

Section 1.  Introduction, page 9
2. In the fourth paragraph on this page, on page 13 and throughout
your document, you refer to your ability to withdraw or terminate
the
offer.  We note that the offer has no stated conditions other than
the valid tender of securities, although, as discussed in our
comment
below, there appear to be additional conditions to the offer.
Please
note that the staff believes that if a bidder can terminate an
offer
for any reason, the offer is illusory.  Please revise the
conditions
section to disclose all conditions to the offer and confirm for us
that you do not intend to terminate the offer for any reason other
than the terms expressed in the revised conditions section.

Section 5.  Price Range of Notes and Common Stock; Dividends, page
10
3. Provide the high and low bid quotations or sales prices for
each
quarter during the last two years.  See Item 1002(c) of Regulation
M-
A.

Section 7.  Acceptance of Notes for Payment, page 12
4. In the last paragraph of this section you reserve the right to
transfer or assign the right to purchase tendered notes.  Please
be
aware that any person or entity to whom you transfer or assign
such
right must be included as a bidder in the offer.  Each such person
or
entity added as a bidder must independently satisfy the
disclosure,
dissemination and timing requirements of the tender offer rules.

Section 12.  Conditions of the Offer
5. You state that "there are no conditions of the offer except for
the timely and proper delivery and tender of notes in accordance
with
the terms of this offer."  However, it appears from page 13 that
the
offer may be conditioned on your ability "to comply, whole or in
part, with any applicable law."  Please revise the conditions
section
to disclose all conditions of the offer.  In doing so, please
clarify
the condition to comply with applicable law "in whole or in part."
Also, it is also unclear from page 17 whether the offer is
conditioned on your ability to obtain financing.  Please clarify.

Section 13.  Certain United States Federal Income Tax
Consequences,
page 17
6. Revise this subsection and its title to clarify that you
describe
all material federal tax consequences of the transaction.  In this
regard, you should eliminate the statement that the discussion
relates to "certain" tax consequences and the reference to the
fact
that the discussion does not address "other U.S. federal tax laws"
in
the second sentence of this section.  Furthermore, because
security
holders are entitled to rely on your disclosure of the material
federal tax consequences of the transaction, please revise the
disclaimer on page 18 to avoid advising security holders that they
"should" consult a tax advisor.  We will not object if you revise
this disclosure with language to recommend that consultation based
on
a security holder`s particular circumstances.
Exhibit (a)(5)(A) - Press Release
7. We note your reference to the safe harbor provisions for
forward-
looking statements and that these statements are "intended to
qualify
for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995."  Note that the safe
harbor
protections for forward-looking statements contained in the
federal
securities laws do not apply to statements made in connection with
a
tender offer.  See Section 21E(b)(2)(C) of the Securities Exchange
Act of 1934 and Regulation M-A telephone interpretation M.2
available
at www.sec.gov in the July 2001 Supplement to the Division of
Corporation Finance`s Manual of Publicly Available Telephone
Interpretations.  Please do not refer to the safe harbor
provisions
in any future press releases or other communications relating to
this
tender offer.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Charles K. Ruck
J. Scott Hodgkins
July 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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