UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934



Amendment No.: 3*


Name of Issuer: Park Place Entertainment Corporation


Title of Class of Securities:  Common Stock


CUSIP Number:  70069010-0


*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

All share information contained in this filing, as it pertains to this
issuer, is as of May 31, 2002.

CUSIP No.: 70069010-0                                 Page 2 of 8

1.  NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Janus Capital Management LLC
         EIN #75-3019302

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         a.   ___
         b.   _X_

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
         Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

    5.   SOLE VOTING POWER
              14,524,185**

    6.   SHARED VOTING POWER
              -0-

    7.   SOLE DISPOSITIVE POWER
              14,524,185**

    8.   SHARED DISPOSITIVE POWER
              -0-

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         14,524,185**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         4.8%**

12. TYPE OF REPORTING PERSON
         IA, CO

**  See Item 4 of this filing


CUSIP No.:  70069010-0                           Page 3 of 8

1.  NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Janus Fund
         EIN #84-0592523

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         a.   ___
         b.   _X_

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
         Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

    5.   SOLE VOTING POWER
              7,290,655**

    6.   SHARED VOTING POWER
              -0-

    7.   SOLE DISPOSITIVE POWER
              7,290,655**

    8.   SHARED DISPOSITIVE POWER
              -0-

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         7,290,655**

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
         2.4%**

12. TYPE OF REPORTING PERSON
         IV

**  See Item 4 of this filing

SCHEDULE 13G                                          Page 4 of 8

Item 1.

    (a). Name of Issuer: Park Place Entertainment Corporation ("Park Place
         Entertainment")

    (b). Address of Issuer's Principal Executive Offices:

         3930 Howard Hughes Parkway
         Las Vegas, NV 89109

Item 2.

    (a).-(c). Name, Principal Business Address, and Citizenship of Persons
              Filing:

         (1)  Janus Capital Management LLC ("Janus Capital")
              100 Fillmore Street
              Denver, Colorado  80206-4923
              Citizenship:  Colorado

         (2)  Janus Fund
              100 Fillmore Street
              Denver, Colorado 80206-4923
              Citizenship:  Massachusetts


    (d). Title of Class of Securities:  Common Stock

    (e). CUSIP Number:  70069010-0

Item 3.

         Janus Capital is an Investment Adviser registered under Section 203 of
         the Investment Advisers Act of 1940.

         Janus Fund is an Investment Company registered under Section 8 of the
         Investment Company Act of 1940.

SCHEDULE 13G                                          Page 5 of 8

Item 4.  Ownership

         The information in items 1 and 5 through 11 on the cover pages (pp. 2-
         4) on Schedule 13G is hereby incorporated by reference.

         Janus Capital is a registered investment adviser which furnishes
         investment advice to several investment companies registered under
         Section 8 of the Investment Company Act of 1940 and individual and
         institutional clients (collectively referred to herein as "Managed
         Portfolios").  As a result of its role as investment adviser or sub-
         adviser to the Managed Portfolios, Janus Capital may be deemed to be
         the beneficial owner of the shares of Park Place Entertainment Common
         Stock  held by such Managed Portfolios.  However, Janus Capital does
         not have the right to receive any dividends from, or the proceeds from
         the sale of, the securities held in the Managed Portfolios and
         disclaims any ownership associated with such rights.

         Janus Fund is an investment company registered under the Investment
         Company Act of 1940 and is one of the Managed Portfolios to which
         Janus Capital provides investment advice.

SCHEDULE 13G                                          Page 6 of 8

Item 5.  Ownership of Five Percent or Less of a Class

              Janus Capital's Managed Portfolios, set forth in Item 4 above,
              have the right to receive all dividends from, and the proceeds
              from the sale of, the securities held in their respective
              accounts.

              This statement is being filed to report the fact that the
              reporting persons have ceased to be the beneficial owners of more
              than five percent of the class of securities.

              These shares were acquired in the ordinary course of business,
              and not with the purpose of changing or influencing control of
              the Issuer.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

              N/A

Item 7.  Identification and Classification of the Subsidiary Which
         Acquired the Security Being Reported on by the Parent Holding
         Company

              N/A

Item 8.  Identification and Classification of Members of the Group

              N/A

Item 9.  Notice of Dissolution of Group

              N/A

Item 10.      Certification

              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were acquired in the
              ordinary course of business and were not acquired for the purpose
              of and do not have the effect of changing or influencing the
              control of the issuer of such securities and were not acquired in
              connection with or as a participant in any transaction having
              such purposes or effect.
SCHEDULE 13G                                          Page 7 of 8

SIGNATURES

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

JANUS CAPITAL MANAGEMENT LLC

By  /s/  Heidi J. Walter                       06/10/02
  Heidi J. Walter,                                  Date
    Vice President & Assistant General Counsel

JANUS FUND

By  /s/  Heidi J. Walter                       06/10/02
  Heidi J. Walter,                                  Date
    Vice President & Assistant General Counsel


SCHEDULE 13G                                        Page 8 of 8

EXHIBIT A

JOINT FILING AGREEMENT

  In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them
of a Statement on Schedule 13G (including amendments thereto) with respect to
the Common Stock of Park Place Entertainment Corporation and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings.  In evidence thereof, the undersigned hereby execute this Agreement
as of the 10th day of June, 2002.

            JANUS CAPITAL MANAGEMENT LLC

            By  /s/  Heidi J. Walter
               Heidi J. Walter, Vice President & Assistant General Counsel

            JANUS FUND

            By  /s/  Heidi J. Walter
               Heidi J. Walter, Vice President & Assistant General Counsel