FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Thomas Mary Helena   2. Issuer Name and Ticker or Trading Symbol HARRAHS ENTERTAINMENT INC [HET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP Human Resources (Last) (First) (Middle) C/C HARRAH'S ENTERTAINMENT, INC, ONE CAESARS PALACE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2008 (Street) LAS VEGAS, NV 89119 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/28/2008   J   2,834 D (4) 0 D   Non-Voting Common Stock 01/28/2008   A   1,712.83 A (5) 1,712.83 D   Non-Voting Preferred Stock 01/28/2008   A   837.77 A (5) 837.77 D   Non-Voting Common Stock 01/28/2008   A   973.33 A $ 100 2,686.16 D   Non-Voting Preferred Stock 01/28/2008   A   476.07 A $ 100 1,313.84 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 71.225

01/28/2008

D

25,000

(1)(2)

02/16/2013

Common Stock

25,000

$ 18.775 (1)

0

D

Stock Appreciation Right

$ 64.97

01/28/2008

D

27,012

(1)(3)

07/19/2013

Common Stock

27,012

$ 25.03 (1)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Thomas Mary Helena C/C HARRAH'S ENTERTAINMENT, INC ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89119			Sr. VP Human Resources

Signatures

Mary H. Thomas by Angela P. Winter, Attorney-in-Fact		01/28/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the merger agreement (the "Merger Agreement") among the Issuer, Hamlet Holdings LLC, ("Parent") and Hamlet Merger Inc. a wholly-owned subsidiary of Parent (the "Merger"), which provides that all vested and unvested stock appreciation rights will be cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to $90.00 per share less the exercise price per share.
(2)	The stock appreciation rights were exercisable in three equal installments on 1/1/07, 1/1/08 and 1/1/09.
(3)	The stock appreciation rights were exercisable in three equal installments on 6/30/07, 6/30/08 and 6/30/09.
(4)	Exchanged in connection with the Merger, for 1,712.73 shares of non-voting common stock and 837.77 shares of non-voting preferred stock of surviving corporation, each having a market value of $100 per share.
(5)	1,712.83 shares of non-voting common stock and 837.77 shares of non-voting preferred stock acquired through exchange described in footnote 4.

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