Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Payne John W R
   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)
President, Central Division
(Last)
(First)
(Middle)
C/O HARRAH'S ENTERTAINMENT, 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   D   7,897 (1) (4) D $ 90 (1) 0 D  
Common Stock 01/28/2008   D   11,762 D (9) 0 D  
Non-Voting Common Stock 01/28/2008   A   7,108.78 A (10) 7,108.78 D  
Non-Voting Preferred Stock 01/28/2008   A   3,477.02 A (10) 3,477.02 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 Option (right to buy) $ 43.495 01/28/2008   D     10,121   (2)(5) 06/18/2010 Common Stock 10,121 $ 46.505 (2) 0 D  
tock Option (right to buy) $ 52.585 01/28/2008   D     20,183   (2)(6) 06/16/2011 Common Stock 20,183 $ 37.415 (2) 0 D  
tock Option (right to buy) $ 73.95 01/28/2008   D     35,000   (2)(7) 06/17/2012 Common Stock 35,000 $ 16.05 (2) 0 D  
Stock Appreciation Right $ 64.97 01/28/2008   D     30,476   (3)(8) 07/19/2013 Common Stock 30,476 $ 25.03 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Payne John W R
C/O HARRAH'S ENTERTAINMENT
ONE CAESARS PALACE DRIVE
LAS VEGAS, NV 89119		       President, Central Division  

Signatures

 John Payne 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 for the cancellation of shares of Common Stock of the Issuer in exchange for $90.00 per share (the "Merger Consideration").
(2) All vested and unvested options were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share.
(3) All vested and unvested stock appreciation rights were cancelled pursuant to the Merger Agreement in exchange for cash consideration equal to the Merger Consideration less the exercise price per share.
(4) Includes 4,514 shares of restricted stock.
(5) The options were exercisable in three equal installments on 1/1/04, 1/1/05 and 1/1/06.
(6) The options were exercisable in three equal installments on 1/1/05, 1/1/06 and 1/1/07.
(7) The options were exercisable in three equal installments on 1/1/06, 1/1/07 and 1/1/08.
(8) The stock appreciation rights were execisable on three equal installments on 6/30/07, 6/30/08 and 6/30/09.
(9) Exchanged in connection with the Merger, for 7,108.78 shares of non-voting common stock and 3,477.02 shares of non-voting preferred stock of surviving corporation, each having a market value of $100 per share.
(10) 7,108.78 shares of non-voting common stock and 3,477.02 shares of non-voting preferred stock acquired through exchange described in footnote 9.

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