UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    September 27, 2004 (September 27, 2004)
               Date of Report (Date of Earliest Event Reported)

                          CAESARS ENTERTAINMENT, INC.
              (Exact name of Registrant as Specified in Charter)


           Delaware                1-14573               88-0400631
----------------------------    ---------------    -------------------------
(State or Other Jurisdiction      (Commission           (IRS Employer
     of Incorporation)            File Number)        Identification No.)


         3930 Howard Hughes Parkway
             Las Vegas, Nevada                                 89109
-----------------------------------------------      ---------------------------
   (Address of Principal Executive Offices)                  (Zip Code)


      Registrant's telephone number, including area code: (702) 699-5000


                                      N/A
--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ X ]   Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[   ]  Soliciting material to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


Item 1.01 Other Events.

         On September 27, 2004, the Registrant, by and through certain of its
subsidiaries, entered into a definitive agreement whereby an affiliate of
Colony Capital, LLC will acquire the Atlantic City Hilton and Bally's Tunica
from the Registrant. Harrah's Entertainment, Inc. will, by and through certain
of its subsidiaries, sell Harrah's East Chicago and Harrah's Tunica in the
same transaction. Pursuant to the terms of the agreement, the purchaser will
acquire substantially all of the operating assets and assume certain
liabilities of the Registrant's property for approximately $612 million and of
the Harrah's properties for approximately $627 million. The transaction is
subject to regulatory approval and other customary conditions. The information
set forth in the joint press release regarding the transaction is incorporated
herein by reference and attached hereto.

         On July 14, 2004, the Registrant, Harrah's Entertainment, Inc. and
Harrah's Operating Company, Inc. entered into an Agreement and Plan of Merger
whereby Harrah's will acquire the Registrant.


Item 9.01         Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.                Description
-----------                -----------

2.1                        Asset Purchase Agreement dated as of September 27,
                           2004 by and among Showboat Marina Casino
                           Partnership, an Indiana general partnership, Tunica
                           Partners II L.P., a Mississippi limited
                           partnership, GNOC Corporation, a New Jersey
                           corporation, Bally's Olympia Limited Partnership, a
                           Delaware limited partnership, and Resorts
                           International Holdings, LLC, a Delaware limited
                           liability company.

99.1                       Joint Press Release issued by Caesars Entertainment,
                           Inc. and Harrah's Entertainment, Inc. on September
                           27, 2004.


<PAGE>


Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          CAESARS ENTERTAINMENT, INC.


                           By: /s/ Wesley D. Allison
                                ---------------------------------------------
                                 Name:   WESLEY D. ALLISON
                                 Title:  Senior Vice President, Controller and
                                         Interim Chief Financial Officer


Dated: September 27, 2004



<PAGE>



                           EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------

2.1                        Asset Purchase Agreement dated as of September 27,
                           2004 by and among Showboat Marina Casino
                           Partnership, an Indiana general partnership, Tunica
                           Partners II L.P., a Mississippi limited
                           partnership, GNOC Corporation, a New Jersey
                           corporation, Bally's Olympia Limited Partnership, a
                           Delaware limited partnership, and Resorts
                           International Holdings, LLC, a Delaware limited
                           liability company.

99.1                       Joint Press Release issued by Caesars Entertainment,
                           Inc. and Harrah's Entertainment, Inc. on September
                           27, 2004.
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{"company-data": {"conformed-name": "CAESARS ENTERTAINMENT INC", "cik": "0001070794", "assigned-sic": "7011", "irs-number": "880400631", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14573", "film-number": "041047836"}, "business-address": {"street1": "3930 HOWARD HUGHES PKWY", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7026995093"}, "mail-address": {"street1": "CEASARS ENTERTAINMENT, INC.", "street2": "3930 HOWARD HUGHES PKWY", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}, "former-company": {"former-conformed-name": "PARK PLACE ENTERTAINMENT CORP", "date-changed": "19980922"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    September 27, 2004 (September 27, 2004)
               Date of Report (Date of Earliest Event Reported)

                          CAESARS ENTERTAINMENT, INC.
              (Exact name of Registrant as Specified in Charter)

           Delaware                1-14573               88-0400631
----------------------------    ---------------    -------------------------
(State or Other Jurisdiction      (Commission           (IRS Employer
     of Incorporation)            File Number)        Identification No.)

         3930 Howard Hughes Parkway
             Las Vegas, Nevada                                 89109
-----------------------------------------------      ---------------------------
   (Address of Principal Executive Offices)                  (Zip Code)

      Registrant's telephone number, including area code: (702) 699-5000

                                      N/A
--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ X ]   Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[   ]  Soliciting material to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Other Events.

         On September 27, 2004, the Registrant, by and through certain of its
subsidiaries, entered into a definitive agreement whereby an affiliate of
Colony Capital, LLC will acquire the Atlantic City Hilton and Bally's Tunica
from the Registrant. Harrah's Entertainment, Inc. will, by and through certain
of its subsidiaries, sell Harrah's East Chicago and Harrah's Tunica in the
same transaction. Pursuant to the terms of the agreement, the purchaser will
acquire substantially all of the operating assets and assume certain
liabilities of the Registrant's property for approximately $612 million and of
the Harrah's properties for approximately $627 million. The transaction is
subject to regulatory approval and other customary conditions. The information
set forth in the joint press release regarding the transaction is incorporated
herein by reference and attached hereto.

         On July 14, 2004, the Registrant, Harrah's Entertainment, Inc. and
Harrah's Operating Company, Inc. entered into an Agreement and Plan of Merger
whereby Harrah's will acquire the Registrant.

Item 9.01         Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.                Description
-----------                -----------

2.1                        Asset Purchase Agreement dated as of September 27,
                           2004 by and among Showboat Marina Casino
                           Partnership, an Indiana general partnership, Tunica
                           Partners II L.P., a Mississippi limited
                           partnership, GNOC Corporation, a New Jersey
                           corporation, Bally's Olympia Limited Partnership, a
                           Delaware limited partnership, and Resorts
                           International Holdings, LLC, a Delaware limited
                           liability company.

99.1                       Joint Press Release issued by Caesars Entertainment,
                           Inc. and Harrah's Entertainment, Inc. on September
                           27, 2004.
Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          CAESARS ENTERTAINMENT, INC.

                           By: /s/ Wesley D. Allison
                                ---------------------------------------------
                                 Name:   WESLEY D. ALLISON
                                 Title:  Senior Vice President, Controller and
                                         Interim Chief Financial Officer

Dated: September 27, 2004
EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------

2.1                        Asset Purchase Agreement dated as of September 27,
                           2004 by and among Showboat Marina Casino
                           Partnership, an Indiana general partnership, Tunica
                           Partners II L.P., a Mississippi limited
                           partnership, GNOC Corporation, a New Jersey
                           corporation, Bally's Olympia Limited Partnership, a
                           Delaware limited partnership, and Resorts
                           International Holdings, LLC, a Delaware limited
                           liability company.

99.1                       Joint Press Release issued by Caesars Entertainment,
                           Inc. and Harrah's Entertainment, Inc. on September
                           27, 2004.