FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.44

FIRST SUPPLEMENTAL INDENTURE

        THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 19, 2005, by and among Harrah's Operating Company, Inc., a Delaware corporation (the "Company"), Harrah's Entertainment, Inc., a Delaware corporation (the "Guarantor"), and U.S. Bank National Association, a national banking association, as trustee under the indenture referred to below (the "Trustee").

W I T N E S S E T H

        WHEREAS, reference is hereby made to that certain Indenture (the "Original Indenture," and together with this Supplemental Indenture, the "Indenture"), with respect to the Company's 5.625% Senior Notes due 2015 (the "Notes");

        WHEREAS, in accordance with Section 9.1 of the Original Indenture, the Company and the Trustee may amend the Indenture without the consent of any Noteholder to make any change that does not adversely affect the rights of any Noteholder;

        WHEREAS, the Guarantor and the Company desire to amend the Indenture in accordance with Section 9.1; and

        WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Supplemental Indenture a valid and binding supplement to the Original Indenture effectively amending the Original Indenture as set forth herein have been duly taken.

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantor and the Trustee mutually covenant and agree as follows:

        1.     Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, all references to the Indenture shall mean the Indenture as supplemented hereby.

        2.     Amendments to the Indenture.

        (a)   The second paragraph of Section 2.1 of the Indenture is amended and restated in its entirety to read as follows:

        "The Notes shall be in denominations of $2,000 and any integral multiple of $1,000. The Notes shall be denominated in U.S. dollars and all payments of principal and interest on the Notes shall be made in U.S. dollars."

        (b)   Section 3.3 of the Indenture is amended and restated in its entirety to read as follows:

        "Section 3.3    Selection of Notes to be Redeemed.

        If less than all the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Notes outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations equal to or larger than $2,000. Notes and portions of them it selects shall be in amounts of at least $2,000 or whole multiples of $1,000 thereafter."

        (c)   Exhibit A of the Indenture is amended and restated in its entirety to read as attached hereto as Exhibit A.

        3.     Ratification and Effect. Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

        Upon and after the execution of this Supplemental Indenture, each reference in the Indenture to "this Indenture", "hereunder", "hereof" or words of like import referring to the Indenture shall mean and be a reference to the Indenture as modified hereby.

        4.     New York Law To Govern. This Supplemental Indenture shall be governed by the laws of the State of New York without regard to the conflict of law principles that would result in the application of any law other than the law of the State of New York.

        5.     Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

        6.     Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

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        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

EXHIBIT A

FORM OF NOTE

[Insert Global Notes Legend, if applicable to the provisions of the Indenture]

[Insert Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

No.:            

HARRAH'S OPERATING COMPANY, INC.

5.625% Senior Notes due 2015
Payment of principal, interest and premium, if any, unconditionally guaranteed by

HARRAH'S ENTERTAINMENT, INC.

Harrah's Operating Company, Inc., a Delaware corporation (hereinafter called the "Company", which term includes any successor under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of                        DOLLARS ($                        ) on June 1, 2015 ("Maturity