Exhibit 10.1

As
of May 26, 2004

Mr. Wallace
R. Barr
President and Chief Executive Officer
Caesars Entertainment, Inc.
3930 Howard Hughes Parkway
Las Vegas, NV 89109

Dear
Wally:

The
Compensation Committee of the Company's Board of Directors has authorized certain technical amendment to the Employment Agreement as set forth in this letter. All capitalized terms have the
definitions assigned to them in the Employment Agreement.

1.     Subsection (h), Section 3 of the Employment Agreement is deleted in its entirety and is replaced with the
following:

(h)Stock Options and Stock Retention Units:



The
Executive has been granted 635,000 Stock Retention Units, pursuant to the Company's Supplemental Retention Plan dated November 1, 2001. The Stock retention Units shall vest
and become exercisable on a cumulative basis according to the following schedule if the Executive continues in the employment of the Company through the applicable vesting dates:



Executive
shall also be eligible to receive such other grants and awards available to senior executive officers of the Company (including grants of Incentive Options, Restricted Stock and Performance
Shares) in such amounts and subject to such terms as the Compensation Committee of the Board of Directors shall determine or as shall be provided in plans governing such grants or awards.

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Notwithstanding
the foregoing paragraphs, all shares subject to the Incentive Options, the Stock Retention Units and any additional equity incentive vehicles shall vest and become
exercisable upon the occurrence of any of the following events (each of (A), (B), (C) and (D) below a "Triggering Event"):



2.     Subsection (i), Section 3 of the Employment Agreement is deleted in its entirety and is replaced with the
following:

(i)Temporary Living and Moving Expenses.Executive acknowledges and agrees that he shall perform his duties
hereunder at the corporate headquarters of the Company in Las Vegas, NV and at the Company's east coast office located in Atlantic City, NJ, and such other locations as may be required by the nature
of Executive's responsibilities. It is understood that Executive maintains his primary residence in Las Vegas, NV and it is agreed that he shall not be required to relocate his primary residence to
any other location.    If the Executive decides, in his sole discretion, to relocate his residence from Las Vegas, Nevada, at any time with in twelve (12) months from the
termination of Executive's employment, the Company shall reimburse Executive for moving and home seeking and buying expenses incurred by Executive in accordance with its relocation policy for senior
level executives, including at least all brokerage commissions, transfer taxes and closing costs incurred in purchasing a new residence and/or selling the Executive's current residence. The Company
shall also

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pay
Executive a tax equivalency bonus in an amount such that all federal, state and local income taxes (calculated at the highest marginal rate) which may be due by reason of any such expenses and the
tax equivalency bonus being included in Executive's taxable income will not reduce the net amount of reimbursement that Executive is to receive hereunder.

3.     Subsection (b), Section 13 of the Employment Agreement is deleted in its entirety and is replaced with the
following:



or
to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 13. Notices and communications shall be effective when
actually received by the addressee.

All
other terms and conditions of the Employment Agreement consistent with the foregoing shall continue in full force and effect. Please indicate your agreement and acceptance of the foregoing
technical amendments by signing below. Please return a fully executed copy of this letter to the Company's General Counsel.

|Very truly yours,                                                      |  | 
|---------------------------------------------------------------------- |  | 
|Steve Bell
Executive Vice President
Human Resources, West and Midsouth |  | 
|Agreed and accepted as of May 26, 2004:                                |  | 
|Wallace R. Barr                                                        |  | 

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