Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hession Eric A
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015
3. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [CZR]
(Last)
(First)
(Middle)
ONE CAESARS PALACE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAS VEGAS, NV 89109
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 30,100 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (2) 07/25/2022 Common Stock 18,593 (3) $ 8.23 D  
Stock Option   (4) 06/28/2023 Common Stock 3,125 (3) $ 13.7 D  
Stock Option   (5) 05/07/2024 Common Stock 20,000 $ 21.18 D  
Stock Option   (6) 08/21/2022 Common Stock 23,821 (3) $ 8.22 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hession Eric A
ONE CAESARS PALACE DRIVE
LAS VEGAS, NV 89109
      EVP & Chief Financial Officer  

Signatures

/s/ Jill Eaton, by Power of Attorney 01/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes shares of Common Stock beneficially owned and unvested RSUs previously granted.
(2) 11,621 options to purchase shares awarded 7/25/2012 vest in five equal installments on each of 7/25/2013, 7/25/2014, 7/25/2015, 7/25/2016, and 7/25/2017; 3,486 options to purchase shares awarded on 7/25/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $35; 3,486 options to purchase shares awarded on 7/25/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $57.41 or 3/15/2015, whichever comes first.
(3) Includes vested and unvested options to purchase shares.
(4) Options to purchase shares awarded 6/28/2013 vest in four equal installments on each of 1/2/2014, 1/2/2015, 1/2/2016, and 1/2/2017.
(5) Options to purchase shares awarded 5/7/2014 vest in four equal installments on each of 5/7/2015, 5/7/2016, 5/7/2017, and 5/7/2018.
(6) 20,411 options to purchase shares awarded 8/21/2012 vest in four equal installments on each of 8/21/2013, 8/21/2014, 8/21/2015 and 8/21/2016; 1705 options to purchase shares awarded 8/21/2012 vest when the 30-day trailing average of the Registrant's stock price is equal to or greater than $35; 1705 options to purchase shares awarded 8/21/2012 vest when the 30-day trailing average of the Registrant's stock price is equal or greater than $57.41 or 3/15/2015, whichever comes first.

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