Exhibit-4.3

                   AMENDMENT NO. 1 TO FIVE YEAR LOAN AGREEMENT

         This AMENDMENT NO. 1 TO FIVE YEAR LOAN AGREEMENT (this "Amendment")
dated as of April 3, 2000 is executed with reference to the Five Year Loan
Agreement (the "Loan Agreement") dated as of April 30, 1999, among Harrah's
Operating Company, Inc., a Delaware corporation ("Company"), Marina Associates,
a New Jersey general partnership ("Marina" and together with the Company and
such other Subsidiaries that become Borrowers pursuant to Section 2.10 thereof
"Borrowers"), as Borrowers, Harrah's Entertainment, Inc., a Delaware corporation
(the "Parent"), as Guarantor, Bank of America National Trust and Savings
Association and each lender from time to time a party thereto (collectively, the
"Lenders" and individually, a "Lender"), Bankers Trust Company, as Syndication
Agent, Canadian Imperial Bank of Commerce and Societe Generale, as Documentation
Agents, Commerzbank AG, PNC Bank, National Association and Wells Fargo Bank,
N.A., as Co-Documentation Agents, and Bank of America National Trust and Savings
Association (now known as Bank of America, N.A.), as Administrative Agent. Terms
defined in the Loan Agreement are used herein with the same meanings.

         The Borrowers, Guarantor and the Administrative Agent, acting on behalf
of the Lenders under the Loan Agreement hereby amend the Loan Agreement as
follows:

         1.       Section 2.7 - Voluntary Increase to the Commitment. Section
2.7(a) of the Loan Agreement is hereby amended in full to read as follows:

         "(a)     Provided that no Default or Event of Default then exists,
during the one year period following the Closing Date, Parent and the Borrowers
may, upon at least 30 days notice to the Administrative Agent (which shall
promptly provide a copy of such notice to the Lenders), propose to increase the
aggregate amount of the Commitment and the Short Term Commitment by an aggregate
amount not to exceed $300,000,000 (the amount of any such increase of the
Commitment being referred to as the "Increased Commitment"). Each Lender party
to this Agreement at such time shall have the right (but no obligation), for a
period of 15 days following receipt of such notice, to elect by notice to Parent
and the Borrowers and the Administrative Agent to increase its Commitment by a
principal amount which bears the same ratio to the Increased Commitments as its
then Commitment


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bears to the aggregate Commitments then existing. Each Lender which fails to
respond to any such request shall be conclusively deemed to have refused to
consent to an increase in its Commitment."

         2.       Counterparts. This Amendment may be executed in counterparts
in accordance with Section 11.7 of the Loan Agreement.

         3.       Confirmation. In all other respects, the Loan Agreement is
confirmed.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above by their duly authorized representatives.

                                    HARRAH'S ENTERTAINMENT, INC., as Guarantor

                                    By: /s/ CHARLES L. ATWOOD
                                       ----------------------------
                                       Charles L. Atwood
                                       Vice President and Treasurer

                                    HARRAH'S OPERATING COMPANY, INC.,
                                    as a Borrower

                                    By: /s/ CHARLES L. ATWOOD
                                       ----------------------------
                                       Charles L. Atwood
                                       Vice President and Treasurer

                                    MARINA ASSOCIATES, as a Borrower

                                    By: Harrah's New Jersey, Inc.,
                                        general partner

                                            By: /s/ CHARLES L. ATWOOD
                                               ---------------------------
                                               Charles L. Atwood,
                                               authorized signatory

                                    By: Harrah's Atlantic City, Inc.,
                                        general partner


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                                            By: /s/ CHARLES L. ATWOOD
                                               ---------------------------
                                               Charles L. Atwood,
                                               authorized signatory

                                    BANK OF AMERICA, NATIONAL ASSOCIATION
                                    (successor in interest to Bank of America
                                    National Trust and Savings Association), as
                                    Administrative Agent

                                    By: /s/ JANICE HAMMOND
                                       -------------------------------
                                       Janice Hammond, Vice President


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