Sec Form 3 Filing - Civale Anthony @ HARRAHS ENTERTAINMENT INC - 2008-01-28

FORM 3 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 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 Civale Anthony 2. Issuer Name and Ticker or Trading Symbol HARRAHS ENTERTAINMENT INC [ N/A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O APOLLO MANAGEMENT, L.P., 9 WEST 57TH STREET, 43RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2008 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Civale Anthony C/O APOLLO MANAGEMENT, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY10019 X Signatures /s/ Anthony Civale 02/07/2008 Signature of Reporting Person Date

Explanation of Responses:

Remarks: 1) Mr. Civale is associated with Apollo Management, L.P. and its affiliated investment managers, including Apollo Management VI, L.P. ("Management VI"). Management VI is the co-manager of each of Co-Invest Hamlet Holdings, Series LLC ("Co-Invest Series"), and Co-Invest Hamlet Holdings B, LLC ("Co-Invest B"), and is the manager of Apollo Investment Fund VI, L.P., the sole member of Apollo Hamlet Holdings B, LLC ("Apollo Hamlet B"). The managers of Apollo Hamlet B are Leon Black, Joshua Harris and Marc Rowan, each of whom is also a manager of Apollo Hamlet Holdings, LLC ("Apollo Hamlet"). Apollo Hamlet, Apollo Hamlet B, Co-Invest Series and Co-Invest B each hold shares of the Non-Voting Common Stock, par value $0.01, and the Non-Voting Perpetual Preferred Stock, par value $0.01, of Harrah's Entertainment, Inc. (the "Issuer"). This report does not include any securities of the Issuer that may be deemed beneficially owned by Apollo Hamlet, Apollo Hamlet B, Co-Invest Series, Co-Invest B or Management VI, and Mr. Civale disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Civale is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.2) Exhibit List:Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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