**EXHIBIT 31.2**

** **

**CERTIFICATION OF PRINCIPALFINANCIAL AND ACCOUNTING OFFICER**

Section 302 Certification

 

I, Harry C. Hagerty, III,certify that:

 

1.                                       I have reviewed this report on Form 10-Q of Park PlaceEntertainment Corporation;

 

2.                                       Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

3.                                       Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand have:

 

a)              Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b)             Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c)              Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and;

 

5.                                       The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              All significant deficiencies and material weakness in thedesign or operation of internal control over financial reporting, which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial data; and

 

b)             Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 

 

 
| Date:  August 14, 2003 | /s/  HARRY C. HAGERTY, III                            |   |
|------------------------|-------------------------------------------------------|--------|
|                   | Harry C. Hagerty, III                                 |
|                   | Executive Vice President  and Chief Financial Officer |
|                   | (Principal Accounting Officer)                        |

 

----