Edgar Filing: BENJAMIN JEFFREY D

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BENJAMIN JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
CAESARS ENTERTAINMENT Corp [N/A]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O APOLLO MANAGEMENT, L.P., 9 WEST 57TH STREET, 43RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2010

(Street)

NEW YORK, NY 10019

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
No Common Stock beneficially owned								0	I	See Footnotes ⁽¹⁾ ⁽²⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENJAMIN JEFFREY D C/O APOLLO MANAGEMENT, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019	X

Signatures

/s/ Jeffrey D. Benjamin, by Laurie D. Medley, attorney-in-fact (3)		11/24/2010
^**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)	Mr. Benjamin is associated with Apollo Management, L.P. and its affiliated managers, including Apollo Management VI, L.P. ("Management VI"). Management VI is one of the managing members of each of Co-Invest Hamlet Holdings, Series LLC ("Co-Invest Series") and Co-Invest Hamlet Holdings B, LLC ("Co-Invest B"), and is the manager of Apollo Investment Fund VI, L.P., the sole member of Apollo Hamlet Holdings B, LLC ("Apollo Hamlet B"). The managers of Apollo Hamlet B are Leon Black, Joshua Harris and Marc Rowan, each of whom is also a manager of Apollo Hamlet Holdings, LLC ("Apollo Hamlet"). Apollo Hamlet, Apollo Hamlet B, Co-Invest Series and Co-Invest B each hold shares of the Common Stock, par value $0.01 of Caesars Entertainment Corporation (the "Issuer"). (Continued in Footnote 2)
(2)	This report does not include any securities of the Issuer that may be deemed beneficially owned by Apollo Hamlet, Apollo Hamlet B, Co-Invest Series, Co-Invest B or Management VI, and Mr. Benjamin disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Benjamin is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks: (3) Laurie D. Medley is signing on behalf of Mr. Benjamin pursuant to a Power of Attorney dated February 7, 2008, which was filed previously with the SEC.

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