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            the Securities Exchange Act of 1934 (Amendment No.    )

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                                  HARRAH'S ENTERTAINMENT, INC.
                 (Name of Registrant as Specified In Its Charter)

           (Name of Person(s) Filing Proxy Statement, if other than the

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                          HARRAH'S ENTERTAINMENT, INC.

    You recently received a proxy statement, dated March 8, 2002, in connection
with the solicitation of proxies by the Board of Directors to be voted at the
Annual Meeting of Stockholders to be held in the Masquerade Showroom, Rio
All-Suite Hotel & Casino, 3700 West Flamingo Road, Las Vegas, Nevada, on
Thursday, May 2, 2002, at 11:00 a.m., for the following purposes:

    1.  to elect two Class III directors to three-year terms;

    2.  to ratify the appointment of Arthur Andersen LLP as the Company's
       independent public accountants for the 2002 calendar year; and

    3.  to transact any other business that properly comes before the meeting or
       any adjournments or postponements of the meeting.

    This supplement to the proxy statement should be read in conjunction with
the proxy statement previously mailed to you. If you need another copy of the
proxy statement you may call (800) 340-3626 to request that a copy be mailed to
you. You may also view the proxy statement via the Internet at This supplement is dated March 28, 2002,
and is first being mailed to our stockholders on or about April 1, 2002.


    Since the initial reports regarding Arthur Andersen LLP ("Andersen") and
investigations into the financial reporting practices of companies audited by
Andersen, our Audit Committee and our entire Board of Directors, together with
management, have monitored the situation. On March 27, 2002, the New Jersey
Casino Control Commission ("NJCCC") entered an order, effective May 15, 2002,
prohibiting New Jersey casino licensees, and their holding and intermediate
companies, from conducting business directly or indirectly with Andersen. This
order does not extend to the conduct of business between Andersen and company
affiliates outside of New Jersey.

    Due to the order of the NJCCC, the federal indictment of Andersen, other
on-going litigation involving Andersen, and investigations by other regulatory
agencies into the financial reporting practices of companies audited by
Andersen, our Audit Committee and our Board of Directors have determined that it
is in the best interests of the Company and its stockholders to defer selection
of the independent public accountant to be engaged by the Company for the year
ending December 31, 2002, until further information is known about the status of
Andersen. This will allow adequate time for management, our Audit Committee, and
our Board of Directors to carefully reconsider selection of the independent
public accountant for 2002.

    Therefore, our Board of Directors has revoked its request that the
stockholders ratify the prior selection of Andersen as independent public
accountants for 2002. Accordingly, Proposal number 2 will not be acted upon at
our Annual Meeting and you need not vote on Proposal number 2 when completing
and returning your proxy card or providing instructions via the telephone or the
Internet. If you have previously submitted your proxy card or provided
instructions via telephone or the Internet, you need do nothing and your vote or
instruction regarding Proposal number 2 will be disregarded.

                                          By Direction of the Board of Directors

                                          /s/ BRAD L. KERBY
                                          Brad L. Kerby
                                          Corporate Secretary

Las Vegas, Nevada
March 28, 2002