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Amend To Non Mgmt Director's Stock Incentive Plan

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Amendment (this "Amendment") to the
Harrah's Entertainment, Inc.
1996 Non-Management Directors Stock Incentive Plan
(the "Plan")

This Amendment is effective February 20, 1997, pursuant to approval by the Committee under the Plan and by the Human Resources Committee of the Board of Directors of Harrah's Entertainment, Inc. ("Company").

1. Section 2 of the Plan is hereby amended to add the following sentence to the end of such section:

Notwithstanding the foregoing, the Human Resources Committee of the
Board of Directors of the Company (the "HRC") shall exercise any and
all rights, duties and powers of the Committee under the Plan to the
extent required by the applicable exemptive conditions of Rule 16b-3
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"),
as determined by the HRC in its sole discretion.

2. The third sentence of the first paragraph of Section 7 of the Plan is hereby amended to read in its entirety:

The deferral election form signed by the participant prior to the plan
year will be irrevocable except in case of hardship (as defined in
Section 8) as determined in good faith by the HRC pursuant to Section
8, provided, however, that a participant may, prior to January 1 of the
year preceding the year that the participant's termination of service
occurs, submit an amended election form to the HRC for HRC approval
indicating a requested change in the participant's elected method for
the grant of the deferre
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