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 *
  BONDERMAN DAVID
 2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2008		 3. Issuer Name and Ticker or Trading Symbol
HARRAHS ENTERTAINMENT INC [N/A]
(Last)
(First)
(Middle)
C/O TPG CAPITAL, L.P., 345 CALIFORNIA STREET, SUITE 3300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94104		 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)
Voting Common Stock, par value $0.01 per share 10
I
See Footnotes (1)
Non-Voting Common Stock, par value $0.01 per share 31,387,726
I
See Footnotes (2) (3)
Non-Voting Perpetual Preferred Stock, par value $0.01 per sh 15,351,275
I
See Footnotes (2) (3) (4)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BONDERMAN DAVID
C/O TPG CAPITAL, L.P.
345 CALIFORNIA STREET, SUITE 3300
SAN FRANCISCO, CA 94104		   X      

Signatures

/s/ Clive D. Bode on behalf of David Bonderman (5) 02/07/2008
**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) David Bonderman is currently a member and an officer of Hamlet Holdings LLC, which directly holds the Voting Common Stock of Harrah's Entertainment, Inc. (the "Corporation"). Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), David Bonderman may be deemed to be the beneficial owner of the Voting Common Stock of the Corporation owned by Hamlet Holdings LLC only to the extent of the greater of his direct or indirect interest in the profits or capital account of Hamlet Holdings LLC. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that David Bonderman is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Securities owned by Hamlet Holdings LLC in excess of such amount.
(2) David Bonderman is an officer, director and shareholder of TPG Advisors V, Inc., which is the general partner of TPG GenPar V, L.P., which in turn is the general partner of TPG V Hamlet AIV, L.P., which in turn is the managing member of TPG Hamlet Holdings, LLC. TPG GenPar V, L.P. is also the managing member of TPG Hamlet Holdings B, LLC, a managing member of Co-Invest Hamlet Holdings B, LLC and a managing member of Co-Invest Hamlet Holdings, Series LLC (together with TPG Hamlet Holdings, LLC, TPG Hamlet Holdings B, LLC and Co-Invest Hamlet Holdings B, LLC, the "TPG Non-Voting Stockholders"). The TPG Non-Voting Stockholders directly hold 31,387,725 shares of the Corporation's Non-Voting Common Stock and 15,351,245 shares of the Corporation's Non-Voting Perpetual Preferred Stock (together with the Non-Voting Common Stock, the "Securities").
(3) Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Act, David Bonderman may be deemed to be the beneficial owner of the Securities of the Corporation beneficially owned by the TPG Non-Voting Stockholders to the extent of the greater his direct or indirect interest in the profits or capital account of such TPG Non-Voting Stockholders. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that David Bonderman is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any Securities owned by the TPG Non-Voting Stockholders in excess of such amount.
(4) The Non-Voting Perpetual Preferred Stock (the "Preferred Stock") is convertible into shares of Non-Voting Common Stock, par value $0.01, upon written notice from the holders of a majority of the outstanding Preferred Stock to the Corporation and to each holder of the Preferred Stock. The Corporation shall convert each share of Preferred Stock then outstanding into that number of shares of Non-Voting Common Stock equal to the quotient obtained by dividing (i) $100 and any arrearage, plus all other accumulated dividends as of such date by (ii) the "fair market value" of the Non-Voting Common Stock as of the conversion date as determined by the Corporation's Board of Directors pursuant to the relevant Certificate of Designation. The conversion ratio is subject to adjustment for dividends, stock splits, recapitalizations and other matters specified in the Certificate of Designation.
 
Remarks:
(5) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated August 31,
 2006, which was previously filed with the SEC.

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