"We are adding attractive assets in stable markets withoutstanding long-term growth prospects where we have a demonstratedrecord of success," says Harrah's Entertainment president and chiefexecutive officer Gary Loveman. "We are particularly pleased to beacquiring some of the premier properties on the Las Vegas Strip, inAtlantic City and on the Mississippi Gulf Coast."

Caesars shareholders will receive an aggregate of $1.8 billionin cash and 66.3 million shares of Harrah's Entertainment commonstock. Harrah's also is assuming debt, dropping the value of thedeal into 10 digits. While the boards of directors of bothcompanies have approved the deal, shareholders and variousregulatory agencies also must weigh in.

"The transaction delivers excellent value to ourshareholders--including an ownership position in the world'slargest and most diversified gaming company--and significant growthopportunities for our employees," adds Caesars Entertainmentchairman Stephen Bollenbach.