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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

(Mark One)

OR

HORSESHOE GAMING HOLDING CORP.

(702) 932-7800

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

As of November 7, 2003, the registrant had 13,336 shares of Class A Common Stock and 9,779 of Class B Common Stock outstanding.

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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
(in thousands, except for share data)

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)
(in thousands)

The accompanying notes are an integral part of these
consolidated condensed financial statements.

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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Note 1 — Basis of Presentation

     The accompanying unaudited consolidated condensed financial statements of Horseshoe Gaming Holding Corp., a Delaware corporation, and its subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K for the year ended December 31, 2002. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of all periods presented have been made. The results of operations for the nine months ended September 30, 2003, are not necessarily indicative of the operating results for the full year. Certain reclassifications have been made to the financial statements as previously presented to conform to current classifications.

Note 2 — Stock Purchase Agreement

     On September 10, 2003, the Company entered into a definitive Stock Purchase Agreement (the “Agreement”) with Harrah’s Entertainment, Inc. (“Harrah’s”). Under the terms of the Agreement, the stockholders of the Company agreed to sell all of the outstanding capital stock of the Company to Harrah’s, subject to customary conditions, for $1.45 billion, including the assumption of debt. The transaction is subject to regulatory approvals and is expected to be completed in the first half of 2004.

Note 3 — Recently Issued Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires the recognition of legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of the long-lived asset, as well as the disclosure of certain information related to asset retirement obligations. The Company adopted SFAS 143 in the first quarter of 2003. Adoption of SFAS 143 did not have a material impact on the Company’s results of operations or financial position.

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     In April 2002, the FASB issued SFAS No. 145 “Rescission of FASB Statements No. 4, 44, and 64, Amendments of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. SFAS 145 also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. SFAS 145 amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this statement related to the rescission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002. Extraordinary losses of $9.7 million recognized by the Company in the nine months ended September 30, 2002 have been reclassified to income from operations to conform to the provisions of SFAS No. 145. The provisions of this statement related to SFAS No. 13 are effective for financial statements issued on or after May 15, 2002. The implementation of these remaining provisions did not have a material effect on the Company’s results of operations or financial position.

     In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 generally requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan, as previously required under EITF Issue 94-3. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company adopted SFAS 146 in the first quarter of 2003. Adoption of SFAS 146 did not have a material impact on the Company’s results of operations or financial position.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS 150”). The statement changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new statement requires that those instruments be classified as liabilities in statements of financial position. The statement is effective for interim periods beginning after June 15, 2003. Adoption of SFAS 150 is not expected to have a material impact on the Company’s results of operations or financial position.

Note 4 — Intangibles, Net

     As of September 30, 2003, the Company had the following intangible assets recorded on its balance sheet (in thousands):

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     All of the Company’s intangible assets are being accounted for under the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Amortization expense on intangible assets for the three and nine months ended September 30, 2003 was $0.3 million and $2.5 million, respectively. Estimated annual amortization expense on intangible assets for the years ending December 31, 2003, 2004, 2005, 2006 and 2007 is $2.8 million, $1.3 million, $0.8 million, $0.8 million and $0.8 million, respectively.

Note 5 — Contingencies

     The Company and its subsidiaries, from time to time, are party to legal proceedings arising in the ordinary course of business. Except as discussed in the Company’s Form 10-K for the year ended December 31, 2002 and the Form 10-Q for the quarterly period ended June 30, 2003, the Company is unaware of any legal proceedings which, even if the outcome were unfavorable to the Company, would have a material adverse impact on either its financial condition or results of operations.

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     The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Horseshoe Gaming Holding Corp. (the “Company”) and its subsidiaries. References to Bossier City, Tunica, and Hammond (or Horseshoe Hammond) refer to the Company’s wholly owned subsidiaries in Bossier City, Louisiana; Tunica, Mississippi; and Hammond, Indiana, respectively. This discussion should be read in conjunction with the Company’s consolidated condensed financial statements and notes thereto.

     This Quarterly Report on Form 10-Q contains certain “forward looking statements”, express or implied, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements generally can be identified by phrases such as the Company or its management “believes,” “anticipates,” “expects,” “forecasts,” “estimates,” “foresees,” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These forward-looking statements are based on the beliefs of management, as well as assumptions made based on information currently available to management. The reader is cautioned that forward-looking statements involve risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied therein, including, but not limited to risks associated with substantial indebtedness, debt service and liquidity; construction delays or disruption; risks of competition in the Company’s existing and future markets; failure to obtain or retain licenses or regulatory approvals; and changes in gaming laws and regulations. Further information on these and other applicable risks are included in the Company’s filings with the Securities and Exchange Commission.

     On September 10, 2003, the Company entered into a definitive Stock Purchase Agreement (the “Agreement”) with Harrah’s Entertainment, Inc. (“Harrah’s”). Under the terms of the Agreement, the stockholders of the Company agreed to sell all of the outstanding capital stock of the Company to Harrah’s, subject to customary conditions, for $1.45 billion, including the assumption of debt. The transaction is subject to regulatory approvals and is expected to be completed in the first half of 2004.

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Results of Operations
Financial Highlights

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Three months ended September 30, 2003 and 2002

     Consolidated net revenues for the quarter ended September 30, 2003 increased 2% as compared to the prior year period primarily as the result of the conversion to dockside gaming in Hammond in August 2002. Tax increases in Hammond and Bossier City along with competitive pressures in Tunica impacted operating income at our three properties in the third quarter of 2003.

     Casino revenues in Bossier City increased 2% in the third quarter of 2003 as compared to the prior year period while the Shreveport/Bossier City market was flat between the two periods. Included in the 2003 numbers for the Shreveport/Bossier City market were the results from a nearby horse racetrack facility that opened in May 2003 with approximately 900 slots. Casino revenue increases in Bossier City in the third quarter of 2003 are largely attributable to volume increases in both slots and table games. These increases were the result of an increase in promotional spending during the 2003 quarter resulting in net revenues being basically flat in the third quarter of 2003 as compared to the prior year period. The 1% gaming tax increase between the two periods in Bossier City was more than offset by the reduction in amortization expense on a non-compete agreement in the 2003 period, leaving operating margins flat between the two periods.

     Tunica experienced an approximate 2% increase in coin-in during the quarter ended September 30, 2003 as compared to the same quarter in the prior year which was more than offset by a reduction in their slot hold percentage of approximately .3 percentage points as compared to the prior year period. Also impacting Tunica’s operating income and operating margins were increases in worker’s compensation and health insurance in the quarter ended September 30, 2003 as compared to the prior year period.

     Casino revenues in Hammond increased 7% in the third quarter of 2003 as compared to the same period in the prior year as a result of the August 2002 conversion to dockside gaming. While Hammond has experienced revenue increases from dockside gaming, operating income and margins still fell significantly short of prior year primarily due to the increase in state gaming taxes. During the quarter ended September 30, 2002, state gaming taxes were calculated at 22.5% of casino revenue for the month of July and, effective upon the conversion to dockside gaming on August 1, 2002, a graduated state gaming tax rate ranging from 15% to 35% was implemented. The rate used for August and September 2002 was based on the estimated tax to be paid by year-end under the new graduated rate structure. This resulted in a rate for the third quarter of 2002 that was approximately seven percentage points lower than the current rate of 30.5%. Also, during the third quarter of 2003, Hammond reported an increase of $1.1 million in disposal costs primarily related to assets being replaced as a result of the expansion projects at that facility. This was partially offset by a $0.8 million reduction in personal property tax expense, net of consulting fees, related to prior periods that was recorded in the third quarter of 2003.

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Results of Operations
Financial Highlights

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Nine months ended September 30, 2003 and 2002

     Consolidated net revenues for the nine months ended September 30, 2003 increased 2% as compared to the prior year period. Revenue improvements in Hammond as the result of the conversion to dockside gaming in August 2002, were partially offset by year-over-year revenue decreases experienced in Tunica. Tax increases in Bossier City and Hammond, along with decreases in revenue in Tunica, were the primary reasons that each of the three properties experienced decreases in operating income in the first nine months of 2003.

     Casino revenues in Bossier City were flat in the nine months ended September 30, 2003 as compared to the prior year period while the Shreveport/Bossier City market decreased approximately 1% between the two periods. Contributing to the market results was the May 21, 2003 opening of approximately 900 slots at a nearby horse racetrack facility. Increased slot and table hold percentages in Bossier City in the nine months ended September 30, 2003 were partially offset by decreases in slot and table volumes as compared to the nine months ended September 30, 2002.

     While Tunica’s coin-in increased 1% during the nine months ended September 30, 2003 as compared to the prior year period, their slot hold percentage dropped approximately .4 percentage points as compared to the prior year period which caused a decline in slot revenue of approximately $10.7 million. Also contributing to the 2003 decrease was a 4% decrease in table drop, coupled with a 1.0 percentage point decrease in the table hold percentage as compared to the prior year. Stiff competition in the Tunica market continues to erode operating margins.

     Casino revenues in Hammond increased 13% in the nine months ended September 30, 2003 as compared to the same period in the prior year as a result of the August 2002 conversion to dockside gaming. While Hammond has experienced revenue increases from dockside gaming, operating income and margins still fell significantly short of prior year primarily due to the increase in state gaming taxes. In addition to the higher effective tax rate that Hammond is now experiencing, an additional $5.1 million in gaming taxes was recorded in the nine months ended September 30, 2003 as the result of a retroactive tax increase imposed by the Indiana legislature during the period.

     Corporate expenses decreased by $1.9 million in the nine months ended September 30, 2003 as compared to the prior year period. The prior year period includes a $2.3 million payment for franchise taxes related to a Louisiana franchise tax audit. During the nine months ended September 30, 2003, $2.4 million was recorded related to the relocation of the corporate headquarters from Illinois to Nevada.

     Deferred compensation decreased $8.4 million in the nine months ended September 30, 2003 as compared to the prior year period due primarily to a reduction in the valuation used to calculate the value of vested stock appreciation rights.

     Interest expense, net decreased 19% in the first nine months of 2003 as compared to the prior year period due primarily to lower outstanding debt balances during the 2003 period. In June 2002, the Company redeemed all of its outstanding 9.375% Senior Subordinated Notes for $166.5 million, including call premium. As a result of this redemption, the Company recorded a loss on early retirement of debt of $9.7 million in the nine months ended September 30, 2002.

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Liquidity and Capital Resources

     As of September 30, 2003, the Company had cash and cash equivalents of $106.5 million. During the first nine months of 2003, cash provided by operating activities was $108.9 million, net cash used in investing activities was $44.2 million and net cash used in financing activities was $45.6 million.

     As of November 1, 2003, there were no amounts outstanding on the Company’s $150.0 million Credit Facility. The Credit Facility is permanently reduced by $28.1 million on December 31, 2003 and $40.6 million per quarter beginning March 31, 2004. The Company is currently evaluating its alternatives regarding the Credit Facility and its other outstanding debt. The Company has no off balance sheet financing.

     Horseshoe Hammond substantially completed its $15.7 million interim expansion of its boat and pavilion, including the addition of approximately 400 slot machines, in the third quarter of 2003. The construction of a $50.0 million parking garage at Horseshoe Hammond is underway with an estimated completion date of March 2004. As of October 31, 2003, the Company had expended approximately $15.0 million related to the parking garage. Other than normal, routine maintenance capital expenditures, no other material capital expenditures are currently planned in Bossier City or Tunica during the next twelve months.

     The Company believes that the Company’s cash and cash equivalents on hand, cash flow from operations and available borrowing capacity will be adequate to meet the Company’s existing debt service obligations and capital expenditure commitments for the next twelve months.

Contingencies

     The Company and its subsidiaries, from time to time, are party to legal proceedings arising in the ordinary course of business. Except as discussed in the Company’s Form 10-K for the year ended December 31, 2002 and the Form 10-Q for the quarterly period ended June 30, 2003, the Company is unaware of any legal proceedings which, even if the outcome were unfavorable to the Company, would have a material adverse impact on either its financial condition or results of operations.

Recently Issued Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires the recognition of legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of the long-lived asset, as well as the disclosure of certain information related to asset retirement obligations. The Company adopted SFAS 143 in the first quarter of 2003. Adoption of SFAS 143 did not have a material impact on the Company’s results of operations or financial position.

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     In April 2002, the FASB issued SFAS No. 145 “Rescission of FASB Statements No. 4, 44, and 64, Amendments of FASB Statement No. 13, and Technical Corrections” (“SFAS 145”). SFAS 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. SFAS 145 also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. SFAS 145 amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this statement related to the rescission of SFAS No. 4 are effective for fiscal years beginning after May 15, 2002. Extraordinary losses of $9.7 million recognized by the Company in the nine months ended September 30, 2002 have been reclassified to income from operations to conform to the provisions of SFAS No. 145. The provisions of this statement related to SFAS No. 13 are effective for financial statements issued on or after May 15, 2002. The implementation of these remaining provisions did not have a material effect on the Company’s results of operations or financial position.

     In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 generally requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan, as previously required under EITF Issue 94-3. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The Company adopted SFAS 146 in the first quarter of 2003. Adoption of SFAS 146 did not have a material impact on the Company’s results of operations or financial position.

     In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS 150”). The statement changes the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The new statement requires that those instruments be classified as liabilities in statements of financial position. The statement is effective for interim periods beginning after June 15, 2003. Adoption of SFAS 150 is not expected to have a material impact on the Company’s results of operations or financial position.

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     As of September 30, 2003 there were no material changes to the information presented in Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

     There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

     Reference is made to the Company’s Form 10-Q for the quarterly period ended June 30, 2003.

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	(a)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form 8-K filed on September 16, 2003.
	(b)		Filed as an Exhibit to Horseshoe Gaming Holding Corp.’s Form S-4 Registration Statement filed on June 15, 1999.
	(c)		Included herein.

Reports on Form 8-K filed during the quarter:

On September 16, 2003, a Form 8-K was filed to announce that the Company and its stockholders entered into a definitive Stock Purchase Agreement with Harrah’s Entertainment, Inc.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit Index