SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wilfong Diane E

(Last) (First) (Middle)
ONE CAESARS PALACE DRIVE

(Street)
LAS VEGAS NV 89109

(City) (State) (Zip)
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)
VP, Controller and CAO
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2009
4. If Amendment, Date of 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
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
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 Securities Underlying Derivative Security (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: 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 $51.79 08/04/2009 08/04/2009 A 5,588 (1) 08/04/2019 Non-Voting Common Stock 5,588 $51.79 5,588 D
Explanation of Responses:
1. Exercisable in five equal installments on 8/4/2010, 8/4/2011, 8/4/2012, 8/4/2013 and 8/4/2014.
Remarks:
Diane E. Wilfong by Angela P. Winter, attorney-in-fact 12/03/2009
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY

	The undersigned director, officer, or ten percent stockholder
of Harrahs Entertainment, Inc., a Delaware corporation (the Company),
hereby appoints Timothy R. Donovan, Michael D. Cohen or Angela P. Winter
full power to act as his/her true and lawful attorney-in-fact and agent
for him/her and in his/her name, place and stead, in any and all
capacities related to the execution of all documents required by the
Securities and Exchange Commission for timely reporting of events
or transactions in Company securities pursuant to Section 16(a) of
the Securities and Exchange Act of 1934, as amended, granting unto
said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
performed in connection with such matters as fully to all intents
and purposes as the undersigned officer might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
	IN WITNESS WHEREOF, the undersigned has hereunto set his/her
hand this 9th day of July, 2009.

						/s/ DIANE E. WILFONG
						Printed Name: Diane E. Wilfong
						Title: Vice President, Controller and
         					Chief Accounting Officer