HARRAHS ENTERTAINMENT INC

Form SC 13G/A
    
    
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
    
                                 SCHEDULE 13G
    
                   Under the Securities Exchange Act of 1934
    
    
                              (Amendment No. 2)*
    
    
                       Harrahs Entertainment, Incorporated
                                 (Name of Issuer)
    
                                   Common Stock
                          (Title of Class of Securities)
    
                                    413619107
                                  (CUSIP Number)
    
                                December 30, 2005
             (Date of Event Which Requires Filing of this Statement)
    
    
    Check the appropriate box to designate the rule pursuant to which this
    Schedule is filed:
    [X] Rule 13d-1(b)
    [ ] Rule 13d-1(c)
    [ ] Rule 13d-1(d)
    
    
    *The remainder of this cover page shall be filled out for a reporting
    person's initial filing on this form with respect to the subject class
    of securities, and for any subsequent amendment containing information
    which would alter the disclosures provided in a prior cover page.
    
    The information required in the remainder of this cover page shall not
    be deemed to be "filed" for the purpose of Section 18 of the Securities
    Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
    that section of the Act but shall be subject to all other provisions of
    the Act (however, see the Notes).
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CUSIP: 413619107                                                Page 1 of 7
    
    
     1   NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
         Capital Research and Management Company
         95-1411037
    
     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
         INSTRUCTIONS)                                                 (a)
    
                                                                        (b)
     3   SEC USE ONLY
    
    
     4   CITIZENSHIP OR PLACE OF ORGANIZATION
    
         Delaware
    
                 5   SOLE VOTING POWER
    
                      5,174,000
    
    
                 6   SHARED VOTING POWER
     NUMBER OF
       SHARES         NONE
    BENEFICIALL
     Y OWNED BY
                 7   SOLE DISPOSITIVE POWER
        EACH
     REPORTING        15,570,340
       PERSON
       WITH:
                 8   SHARED DISPOSITIVE POWER
    
                      NONE
    
     9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
         15,570,340     Beneficial ownership disclaimed pursuant to Rule 13d-4
    
    
    
     10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (SEE INSTRUCTIONS)
    
    
     11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    
         8.5%
    
     12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
         IA
    
    
    
    
    
    
    
    CUSIP: 413619107                                                Page 2 of 7
    
    
    
    
    
     1   NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
         The Growth Fund of America, Inc.
         52-0792143
    
     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
         INSTRUCTIONS)                                                 (a)
    
                                                                        (b)
     3   SEC USE ONLY
    
    
     4   CITIZENSHIP OR PLACE OF ORGANIZATION
    
         Maryland
    
                 5   SOLE VOTING POWER
    
                      9,811,036
    
    
                 6   SHARED VOTING POWER
     NUMBER OF
       SHARES         NONE
    BENEFICIALL
     Y OWNED BY
                 7   SOLE DISPOSITIVE POWER
        EACH
     REPORTING        NONE
       PERSON
       WITH:
                 8   SHARED DISPOSITIVE POWER
    
                      NONE
    
     9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
         9,811,036
    
    
    
     10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (SEE INSTRUCTIONS)
    
    
     11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    
         5.3%
    
     12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    
         IV
    
    
    
    
    
    
    CUSIP: 413619107                                                Page 3 of 7
    
    
    
    
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
    
                                 Schedule 13G
                   Under the Securities Exchange Act of 1934
    
    
    Amendment No. 2
    
    Item 1(a)     Name of Issuer:
           Harrahs Entertainment, Incorporated
    
    Item 1(b)     Address of Issuer's Principal Executive Offices:
           One Harrah's Court
           Las Vegas, NV 89119
    
    Item 2(a)     Name of Person(s) Filing:
           Capital Research and Management Company and The Growth Fund of
           America, Inc.
    
    Item 2(b)     Address of Principal Business Office or, if none,
           Residence:
           333 South Hope Street
           Los Angeles, CA  90071
    
    Item 2(c)     Citizenship:   N/A
    
    Item 2(d)     Title of Class of Securities:
           Common Stock
    
    Item 2(e)     CUSIP Number:
           413619107
    
    Item 3     If this statement is filed pursuant to sections 240.13d-1(b)
           or 240.13d-2(b) or (c), check whether the person filing is a:
           (d)     [X]     Investment company registered under section 8
                of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           (e)      [X]     An investment adviser in accordance with
                section 240.13d-1(b)(1)(ii)(E).
    
    Item 4     Ownership
    
           Provide the following information regarding the aggregate
           number and percentage of the class of securities of the issuer
           identified in Item 1.
    
           See pages 2 and 3
    
           (a)    Amount beneficially owned:
           (b)    Percent of class:
           (c)    Number of shares as to which the person has:
           (i)    Sole power to vote or to direct the vote:
           (ii)   Shared power to vote or to direct the vote:
           (iii)  Sole power to dispose or to direct the disposition of:
           (iv)   Shared power to dispose or to direct the disposition of:
    
    
    
    CUSIP: 413619107                                                Page 4 of 7
    
    
    
    
    
           Capital Research and Management Company, an investment adviser
           registered under Section 203 of the Investment Advisers Act of
           1940 is deemed to be the beneficial owner of 15,570,340 shares
           or 8.5% of the 183,779,000 shares of Common Stock believed to
           be outstanding as a result of acting as investment adviser to
           various investment companies registered under Section 8 of the
           Investment Company Act of 1940.
    
           The Growth Fund of America, Inc., an investment company
           registered under the Investment Company Act of 1940, which is
           advised by Capital Research and Management Company, is the
           beneficial owner of 9,811,036 shares or 5.3% of the 183,779,000
           shares of Common Stock believed to be outstanding.
    
    Item 5     Ownership of Five Percent or Less of a Class.  If this
           statement is being filed to report the fact that as of the date
           hereof the reporting person has ceased to be the beneficial
           owner of more than five percent of the class of securities,
           check the following: [ ]
    
    Item 6     Ownership of More than Five Percent on Behalf of Another
           Person: N/A
    
    Item 7     Identification and Classification of the Subsidiary Which
           Acquired the Security Being Reported on By the Parent Holding
           Company or Control Person.: N/A
    
    Item 8     Identification and Classification of Members of the Group:
           N/A
    
    Item 9     Notice of Dissolution of Group:  N/A
    
    Item 10     Certification
    
           By signing below, I certify that, to the best of my knowledge
           and belief, the securities referred to above were acquired and
           are held in the ordinary course of business and were not
           acquired and are not held for the purpose of or with the effect
           of changing or influencing the control of the issuer of the
           securities and were not acquired and are not held in connection
           with or as a participant in any transaction having that purpose
           or effect.
    
         Signature
    
           After reasonable inquiry and to the best of my knowledge and
           belief, I certify that the information set forth in this
           statement is true, complete and correct.
    
    
            Date:          February 6, 2006
    
            Signature:     *Paul G. Haaga, Jr.
            Name/Title:    Paul G. Haaga, Jr., Executive Vice
                           President
                           Capital Research and Management Company
    
    
    CUSIP: 413619107                                                Page 5 of 7
    
    
    
            Date:          February 6, 2006
    
            Signature:     *Paul G. Haaga, Jr.
            Name/Title:    Paul G. Haaga, Jr., Senior Vice President
                           The Growth Fund of America, Inc.
    
    
    
            *By    /s/ Liliane Corzo
                   Liliane Corzo
                   Attorney-in-fact
    
                   Signed pursuant to a Power of Attorney dated January 10,
                   2005 included as an Exhibit to Schedule 13G filed with
                   the Securities and Exchange Commission by Capital
                   Research and Management Company on August 16, 2005 with
                   respect to Advanced Energy Industries.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CUSIP: 413619107                                                Page 6 of 7
    
    
                                   AGREEMENT
    
                                Los Angeles, CA
                               February 6, 2006
    
      Capital Research and Management Company ("CRMC") and The Growth Fund
    of America, Inc. ("GFA") hereby agree to file a joint statement on
    Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in
    connection with their beneficial ownership of Common Stock issued by
    Harrahs Entertainment, Incorporated.
    
      CRMC and GFA state that they are each entitled to individually use
    Schedule 13G pursuant to Rule 13d-1(c) of the Act.
    
      CRMC and GFA are each responsible for the timely filing of the
    statement and any amendments thereto, and for the completeness and
    accuracy of the information concerning each of them contained therein
    but are not responsible for the completeness or accuracy of the
    information concerning the others.
    
    
    
                     CAPITAL RESEARCH AND MANAGEMENT COMPANY
    
                     BY:              *Paul G. Haaga, Jr.
                                      Paul G. Haaga, Jr., Executive
                                       Vice President
                                       Capital Research and Management
                                       Company
    
    
                     THE GROWTH FUND OF AMERICA, INC.
    
                     BY:              *Paul G. Haaga, Jr.
                                      Paul G. Haaga, Jr., Senior Vice
                                       President
                                       The Growth Fund of America,
                                       Inc.
    
    
    *By  /s/ Liliane Corzo
         Liliane Corzo
         Attorney-in-fact
    
         Signed pursuant to a Power of Attorney dated January 10, 2005
         included as an Exhibit to Schedule 13G filed with the Securities
         and Exchange Commission by Capital Research and Management Company
         on August 16, 2005 with respect to Advanced Energy Industries.
    
    
    
    
    
    
    
    
    
    
    
    
    
    CUSIP: 413619107                                                Page 7 of 7