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

June 9, 2006
Date of Report (Date of earliest event reported)

Harrah’s Entertainment, Inc.
(Exact name of registrant as specified in its charter)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.         Entry into a Material Definitive Agreement.

On June 9, 2006, Harrah’s Operating Company, Inc. (“Harrah’s Operating”), a wholly-owned subsidiary of the Registrant, completed an underwritten offering of $750 million aggregate principal amount of 6.50% Senior Notes due 2016 (the “Notes”) under our registration statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on April 6, 2006 (File No. 333-133062). The Notes are also guaranteed by the Registrant. The offering of the Notes is expected to yield approximately $740.1 million in total proceeds, before expenses.

The terms and conditions of the Notes and related matters are set forth in the Indenture, dated as of June 9, 2006 (the “Indenture”), among the Registrant, Harrah’s Operating and U.S. Bank National Association, as trustee and, pursuant to Sections 301 and 303 of the Indenture, the Officers’ Certificate dated as of June 9, 2006. Annual interest on the Notes will be equal to 6.50%. Interest will be paid on the Notes semi-annually on June 1 and December 1, beginning on December 1, 2006.

Copies of the Indenture, the Officers’ Certificate and the form of the Note are attached hereto as exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)    Exhibits

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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.

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EXHIBIT INDEX

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