FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Marrandino Donald P.   2. Issuer Name and Ticker or Trading Symbol CAESARS ENTERTAINMENT Corp [NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President-Eastern Division (Last) (First) (Middle) ONE CAESARS PALACE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 07/08/2011 (Street) LAS VEGAS, NV 89109 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 100

07/08/2011

D(1)

24,690 (2)

(3)(6)

02/27/2018(6)

Common Stock

24,690 (2)

(1)

0

D

Stock Option

$ 35 (7)

07/08/2011

A(1)

24,690 (2)

(3)

02/27/2018(6)

Common Stock

24,690

(1)

24,690

D

Stock Option

$ 51.79

07/08/2011

D(1)

7,765 (2)

(4)

12/01/2019

Common Stock

7,765 (2)

(1)

0

D

Stock Option

$ 35 (8)

07/08/2011

A(1)

7,765 (2)

(4)

12/01/2019

Common Stock

7,765

(1)

7,765

D

Stock Option

$ 56.08

07/08/2011

D(1)

33,167

(5)(6)

03/01/2020(6)

Common Stock

33,167

(1)

0

D

Stock Option

$ 35 (9)

07/08/2011

A(1)

33,167

(5)

03/01/2020(6)

Common Stock

33,167

(1)

33,167

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marrandino Donald P. ONE CAESARS PALACE DRIVE LAS VEGAS, NV 89109			President-Eastern Division

Signatures

/s/ Donald P. Marrandino by Jill Eaton, attorney-in-fact		07/12/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported transactions represent an amendment on July 8, 2011 (the "Repricing Date") of the outstanding option to reflect a modification (the "Modification") of the exercise price to $35; the ability to exercise the options at this reduced price is phased in over 4 to 7 years in equal annual increments based on the original grant date for the option. No changes have been made to the vesting provisions of the options.
(2)	Form 4 filed on November 24, 2010 incorrectly included performance-based options. The options and underlying shares reported on this line item reflect the correct holdings of the Reporting Person.
(3)	The option was originally granted on February 27, 2008 and provides for vesting in five equal annual installments commencing on January 28, 2009.
(4)	The option was originally granted on December 1, 2009 and provides for vesting in five equal annual installments commencing on December 1, 2010.
(5)	The option was originally granted on March 1, 2010 and provides for vesting in four equal annual installments commencing on March 1, 2012.
(6)	The expiration date and vesting dates reported herein correct the expiration date and vesting dates previously incorrectly reported on November 24, 2010.
(7)	The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 20% on the Repricing Date and continuing 20% on each anniversary of the original grant date.
(8)	The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 1/6th per year on each anniversary of the original grant date, commencing with the anniversary of the original grant date in 2011.
(9)	The Modification provides that vested options may be exercised at the reduced $35 price at the rates set forth below. The Modification also provides that vested options may be exercised at the original price at any time prior to the expiration. 1/7th on the Repricing Date and continuing 1/7th on each anniversary of the original grant date.

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