<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 

                                        OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ 
      TO _______________.

Commission file number 333-11811
                       ---------

                                ELDORADO RESORTS LLC 
                                ELDORADO CAPITAL CORP.
             (EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

                  NEVADA                                88-0115550
                  NEVADA                                88-0367075
   -------------------------------         ------------------------------------
   (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)


                    345 NORTH VIRGINIA STREET, RENO, NEVADA 89501
                    ---------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)


                                   (702) 786-5700
                    ---------------------------------------------
                 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                     NOT APPLICABLE
                    ---------------------------------------------
      (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE 
                                     LAST REPORT)


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.   Yes  X     No     
                                        -----     -----

Number of shares of common stock of Eldorado Capital Corp. outstanding at May
12, 1997: 2,500 shares.

<PAGE>

                                 ELDORADO RESORTS LLC
                                ELDORADO CAPITAL CORP.

                                      FORM 10-Q



                                  TABLE OF CONTENTS




                                                                        PAGE NO.
                                                                        --------
PART I.          FINANCIAL INFORMATION

    Item 1.   FINANCIAL STATEMENTS

              Condensed Consolidated Balance Sheets.......................  2
              Condensed Consolidated Statements of Income.................  4
              Condensed Consolidated Statements of Cash Flows.............  5
              Notes to Condensed Consolidated Financial Statements........  7

    Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............  9


PART II.      OTHER INFORMATION


    Item 6.   EXHIBITS AND REPORTS ON FORM 8-K............................ 12

SIGNATURES................................................................ 13


                                    1
<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                                         ELDORADO RESORTS LLC
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (In thousands)

                                         March 31,        December 31,
                                           1997              1996
                                       -----------        ------------
                                       (unaudited)
               ASSETS
               ------
Current assets:

    Cash and cash equivalents             $3,288             $5,785
    Accounts receivable, net               4,141              3,986
    Inventory                              2,491              2,471 
    Prepaid expenses                       2,023              1,259 
                                       -----------        ------------
         Total current assets             11,943             13,501 

Note receivable                              647                692 

Investment in joint venture               46,178             46,402 

Property and equipment, net              164,554            159,981 

Other assets, net                         13,574             13,717 
                                       -----------        ------------
         Total assets                   $236,896           $234,293 
                                       -----------        ------------
                                       -----------        ------------


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


                                    2
<PAGE>


                             ELDORADO RESORTS LLC
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands)


                                                 March 31,        December 31,
                                                   1997              1996
                                               -----------        ------------
                                               (unaudited)
  LIABILITIES AND MEMBERS' EQUITY

Current liabilities:

    Current portion of  long-term debt            $1,324              $1,436
    Accounts payable                               2,746               3,692
    Construction and retention  payables           2,928               1,937
    Interest payable                               1,331               4,446
    Accrued payroll, taxes and other accruals      6,309               5,859
                                               -----------        ------------
         Total current liabilities                14,638              17,370

Long-term  debt, less current portion            132,531             127,067

Other liabilities                                    797                 762
                                               -----------        ------------
         Total liabilities                       147,966             145,199

Minority interest                                  5,011               5,063

Members' equity                                   83,919              84,031
                                               -----------        ------------
         Total liabilities and members' equity  $236,896            $234,293
                                               -----------        ------------
                                               -----------        ------------


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


                                    3

<PAGE>


                             ELDORADO RESORTS LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               (In thousands)
                                (Unaudited)

                                                          Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                           1997          1996
                                                         --------      --------
Operating  Revenues:
    Casino                                               $23,184       $22,778
    Food and beverage                                      8,577         8,116
    Hotel                                                  3,786         3,724
    Equity in net (loss) of unconsolidated affiliate        (224)         (484)
    Other                                                  1,626         1,326
                                                         --------      --------
                                                          36,949        35,460
    Less: Promotional allowances                          (3,519)       (3,378)
                                                         --------      --------
         Net revenues                                     33,430        32,082

Operating Expenses:
    Casino                                                10,432        10,209
    Food and beverage                                      6,308         6,100
    Hotel                                                  1,735         1,660
    Other                                                    743           710
    Selling, general and administrative                    6,768         5,639
    Management fees                                          474         1,005
    Depreciation                                           2,811         2,483
                                                         --------      --------
         Total operating expenses                         29,271        27,806
                                                         --------      --------
Operating Income                                           4,159         4,276

Interest Expense, net                                      3,323         2,329
                                                         --------      --------
Net Income Before Minority Interest                          836         1,947

Minority Interest in Net Loss of 
     Subsidiary                                               52           113
                                                         --------      --------
Net  Income                                                 $888        $2,060
                                                         --------      --------
                                                         --------      --------


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


                                    4
<PAGE>



                             ELDORADO RESORTS LLC
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (In thousands)
                                (Unaudited)

                                                          Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                           1997          1996
                                                         -------       -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                 $888         $2,060 
Adjustments to reconcile net income
to net cash provided by operating
activities:
       Depreciation                                       2,811          2,483 
       Equity in net loss of unconsolidated affiliate       224            484
       Minority interest in net (loss) of unconsolidated 
           affiliate                                        (52)          (113)
   Changes in assets and liabilities:
       (Increase) Decrease in accounts receivable, net     (155)           319
       Decrease in note receivable                           45             --
       (Increase)  in inventory                             (20)          (251)
       (Increase) in prepaid expenses                      (764)          (323)
       Decrease in other assets                              60             66
(Decrease) Increase in accounts payable, construction
           and retention payable, accrued payroll, taxes
           and other accruals                            (2,585)           391
                                                         --------      --------
     Net cash provided by operating activities              452          5,116
                                                         --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                      (7,384)        (6,562)
                                                         --------      --------
     Net cash used in investing activities               (7,384)        (6,562)
                                                         --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term and other debt                   12,000          7,216
Principal payments on long-term and
   other debt                                            (6,648)        (5,857)
Bond Offering costs                                          83             --
Distributions                                            (1,000)          (200)
                                                         --------      --------


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


                                    5
<PAGE>


                             ELDORADO RESORTS LLC
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (In thousands)
                                (Unaudited)

                                                          Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                           1997          1996
                                                         ----------------------
Net cash provided by financing activities                 $4,435        $1,159
                                                         -------       -------

DECREASE IN CASH AND CASH EQUIVALENTS                     (2,497)         (287)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           5,785         6,122
                                                         -------       -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 3,288         5,835
                                                         -------       -------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
    Cash paid during period for interest                  $6,367        $1,846 
                                                         -------       -------
                                                         -------       -------


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


                                    6
<PAGE>

                                 ELDORADO RESORTS LLC

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  General

    The condensed consolidated financial statements include the accounts of 
Eldorado Resorts, LLC, ("Resorts") a Nevada limited liability company, 
Eldorado Capital Corp., ("Capital") a Nevada Corporation and wholly-owned 
subsidiary of Resorts, and a majority owned subsidiary, Eldorado Limited 
Liability Company ("ELLC") and, for the period prior to July 1, 1996, 
Resorts' predecessor, Eldorado Hotel Associates Limited Partnership (the 
"Predecessor Partnership") (together, the "Company").  All significant 
intercompany accounts and transactions have been eliminated in consolidation.

    In the opinion of Management, the accompanying unaudited condensed 
consolidated financial statements contain all adjustments necessary to 
present fairly the financial position as of March 31, 1997, the results of 
operations for the three month periods ended March 31, 1997 and 1996 and cash 
flows for the three month periods ended March 31, 1997 and 1996.  The results 
of operations for such periods are not necessarily indicative of the results 
to be expected for a full year.

    Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted.  These condensed 
consolidated financial statements should be read in conjunction with the 
consolidated financial statements and notes thereto included in the Annual 
Report of Eldorado Resorts LLC and Eldorado Capital Corp. on Form 10-K for 
the year ended December 31, 1996.

2.  Senior Subordinated Notes

    On July 31, 1996, Resorts and Capital (the "Issuers"), sold $100,000,000 
in aggregate principal amount of 10 1/2% Senior Subordinated Notes due 2006 
(the "Notes").  The Notes are joint and several obligations of the Issuers.  
The Notes mature on August 15, 2006 and bear interest at the rate of 10 1/2% 
per annum, payable semi-annually in arrears on February 15 and August 15 of 
each year, commencing on February 15, 1997.  Pursuant to a Registration 
Rights Agreement dated as of July 31, 1996, among the Issuers and the initial 
purchasers party thereto, the Issuers filed a registration statement under 
the Securities Act of 1933, as amended (the "1933 Act") with respect to an 
offer to exchange the Notes, which were issued in reliance on an exemption 
from registration under the 1933 Act, for registered debt securities of the 
Issuers ("Registered Notes") with terms identical to the Notes.  The exchange 
of the Notes for the Registered Notes was completed on February 26, 1997. 

3.  Investment in Silver Legacy Resort Casino

    Effective March 1, 1994, ELLC and Galleon, Inc. (a Nevada corporation 
owned and controlled by Circus Circus Enterprises, Inc.) entered into a joint 
venture (the "Silver Legacy Joint Venture") pursuant to a joint venture 
agreement (the "Joint Venture Agreement") to develop the Silver Legacy Resort 
Casino (the "Silver Legacy").  The Silver Legacy consists of a casino and 
hotel located in Reno Nevada, which began operations on July 28, 1995.  
During 1994, ELLC contributed land to the Silver Legacy Joint Venture with a 
fair value of $25,000,000 (a book value of $17,215,000), and cash of 
$23,000,000.  Additional cash contributions of $3,900,000 were made in 1995, 
for a total equity investment of $51,900,000.  Each partner owns a 50% 
interest in the Silver Legacy Joint Venture.  Galleon, Inc. contributed cash 
of $51,900,000 to the Silver Legacy Joint Venture.  Galleon, Inc. is entitled 
to receive a priority allocation of operating income, up to an amount equal 
to 7.5% of the initial $290,000,000 investment, adjusted for taxes, and 
reduced for depreciation and principal payments, starting May 1997, as 
defined in the Joint Venture Agreement.

    During 1994, the Predecessor Partnership contributed land with a fair 
value of $22,185,000 (cost of $15,715,000) to ELLC; the minority interest 
member of ELLC contributed land with a fair value of $2,815,000 (cost of 
$1,500,000) to ELLC.  Based upon these contributions, the Predecessor 
Partnership had an 88.75% interest in ELLC as 


                                    7
<PAGE>

of December 31, 1994.  In addition, during 1994, the Company loaned 
$23,000,000 to ELLC to contribute to the Silver Legacy Joint Venture; this 
note receivable from ELLC is eliminated in consolidation.  During 1995, the 
minority interest member contributed cash of $3,900,000 to ELLC; as a result, 
the Predecessor Partnership's interest in ELLC was reduced to 76.76%. 
Summarized balance sheet and results of operation for Silver Legacy Joint 
Venture is as follows.

Summarized balance sheet information (in thousands):

                                                  March 31,    December 31,
                                                    1997           1997
                                                ----------------------------
                                                (Unaudited)
Current Assets.................................  $ 16,526        $ 13,976
Property and equipment, net....................   336,219         340,028
Other assets...................................     2,489           2,585
                                                ----------------------------
  Total assets.................................  $355,234        $356,589
                                                ----------------------------
                                                ----------------------------
Current Liabilities............................  $ 18,379        $ 18,785
Long-term liabilities..........................   236,403         236,904
Partners' equity...............................   100,452         100,900
                                                ----------------------------
  Total liabilities and partners' equity.......  $355,234        $356,589
                                                ----------------------------
                                                ----------------------------

Summarized results of operations (in thousands):


                                                Quarter Ended      Quarter Ended
                                                March 31, 1997    March 31, 1996
                                                --------------------------------
                                                   (Unaudited)      (Unaudited)
Net Revenues...................................    $ 34,374           $ 33,773
Operating Expenses.............................     (29,426)           (29,520)
                                                --------------------------------
Operating Income...............................       4,948              4,253
                                                --------------------------------
Other (Expense)................................      (5,397)            (5,220)
                                                --------------------------------
Net (Loss).....................................    $   (449)          $   (967)
                                                --------------------------------
                                                --------------------------------


                                    8
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Operations (Unaudited)

GENERAL.

    Eldorado Resorts LLC (the "Resorts") was formed in June 1996 to be the 
successor to Eldorado Hotel Associates Limited Partnership (the "Predecessor 
Partnership") pursuant to an exchange of all the outstanding partnership 
interests in the Predecessor Partnership for membership interests in Resorts 
(the "Reorganization").  The Reorganization was effective on July 1, 1996.  
The Company owns and operates the Eldorado Hotel & Casino (the "Eldorado"), a 
premier hotel/casino and entertainment facility in Reno, Nevada.  In addition 
to owning the Eldorado, Resorts' 77%-owned subsidiary, Eldorado Limited 
Liability Company, a Nevada limited-liability company ("ELLC"), owns a 50% 
joint venture interest, along with a wholly-owned affiliate of Circus Circus 
Enterprises, Inc. ("Circus Circus"), in the Silver Legacy Resort Casino (the 
"Silver Legacy"), a major, themed hotel/casino located adjacent to the 
Eldorado.  The remaining 23% of ELLC is owned by the principal equity holders 
of Resorts.  Resorts, ELLC and Eldorado Capital Corp. ("Capital"), a 
wholly-owned subsidiary of Resorts which holds no significant assets and 
conducts no business activity, are collectively referred to as the "Company."

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1996

NET REVENUES.

    Net revenues for the three month period ended March 31, 1997 were $33.4 
million compared to $32.1 million for the same period in 1996, an increase of 
4.2%.  Net revenues in the first quarter of 1997 include $0.2 million in net 
loss of unconsolidated affiliate compared to $0.5 million net loss of 
unconsolidated affiliate for the three months ended March 31, 1996.  Despite 
a flood in  Reno and severe weather in January of 1997, which negatively 
impacted traffic, the Company's net revenues exceeded the results of the 
prior period as a result of increased casino revenues and the addition of THE 
BISTRO ROXY restaurant and bar.  In addition, there was an influx of visitors 
in the Reno Market attending the Women's International Bowling Congress 
("WIBC") National Championship Bowling Tournament being held from March 
through July 1997.

    Casino revenues increased by 1.8% to $23.2 million for the three months 
ended March 31, 1997 compared to $22.8 million for the same period in 1996.  
The increase in casino revenues was due primarily to an increased hold 
percentage in table games in the 1997 period.

    Food and beverage revenues were $8.6 million for the three months ended 
March 31, 1997 compared to $8.1 million during the same period in 1996, an 
increase of 5.7%.  The increase in food and beverage revenues was due 
primarily to the opening of THE BISTRO ROXY in December of 1996.  This 
increase was partially offset by the closing of THE CABARET in January 1997 
to make room for a new showroom, bar and retail area scheduled to open during 
the second quarter of 1997. 

    Hotel revenues increased slightly to $3.8 million during the first 
quarter of 1997 from $3.7 million in the first quarter of 1996, an increase 
of 1.7%. Despite a decrease in the Company's hotel occupancy rate for the 
three months ended March 31, 1997 to approximately 89% from 94% during the 
same period in 1996, primarily related to the flood and severe weather in 
January 1997, hotel revenues exceeded the prior period. The increase is a 
result of an increase in the Company's average daily rate ("ADR") to 
approximately $52 in the first quarter of 1997 from approximately $49 during 
the same period in 1996.  The increase in ADR was due to the influx of 
visitors attending the WIBC National Championship Bowling Tournament. 

    Other revenues for the first three months of 1997 were $1.6 million 
compared to $1.3 million for the same period in 1996, an increase of 22.6%. 
This increase is attributable  to added retail space with the opening of SAYS 
WHO II 


                                    9
<PAGE>

in December 1996 and revenue from the DANIEL'S MOTOR LODGE.  The DANIEL'S 
MOTOR LODGE, an 82-room motel located adjacent to the Eldorado parking 
garage, has been owned and operated by the Eldorado since the third quarter 
of 1996.

    Promotional allowances expressed as a percentage of casino revenues were 
15.2% for the first quarter of 1997 compared to 14.8% for the same period in 
1996 as a result of greater use of complimentaries to all levels of casino 
patrons.

OPERATING EXPENSES.

    The Company's operating expenses increased by 5.3% to $29.3 million for 
the three months ended March 31, 1997 from $27.8 million during the same 
period in 1996.  This increase is primarily attributable to increased expenses
in the casino, food and beverage departments, depreciation and an increase in 
selling, general and administrative expenses.

    Casino expenses increased by 2.2% to $10.4 million for the three months 
ended March 31, 1997 from $10.2 million during the same period in 1996. The 
increase was due to the cost of servicing the larger casino floor with the 
opening of the mezzanine casino in March 1996, and an Eldorado sportsbook at 
the Silver Legacy in July 1996, in addition to increased promotional expense 
related to the WIBC bowling tournament.

    Food and beverage expenses increased 3.4% to $6.3 million in the first 
quarter of 1997 from $6.1 million during the same period in 1996.  The 
increase in food and beverage expenses was due primarily to the addition of 
THE BISTRO ROXY in the fourth quarter of 1996.  The increase was partially 
offset by the closing of THE CABARET in January 1997.

    Hotel expenses in the first quarter of 1997 and 1996 were comparable at 
$1.7 million.  Despite a decrease in hotel occupancy, expenses were 
comparable primarily due to a slight increase in marketing expenditures. 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES.

    Selling, general and administrative expenses and management fees 
increased by 9.0% for the three months ended March 31, 1997 to $7.2 million 
from $6.6 million during the same period in 1996.  The increase was due in 
part to increased property maintenance expenditures as a result of expanded 
facilities and an accrual for mid-year employee bonuses, which was not 
incurred in the corresponding period of the previous year.  Historically, the 
salaries of senior executive officers and certain other key employees of the 
Company were not directly incurred by the Company but were paid from a 
portion of the management fees paid to Recreational Enterprises, Inc., 
Resorts' controlling member.  As of July 1, 1996, the aggregate annual 
salaries of such senior executive officers and other key employees became 
payroll obligations of the Company.  These obligations are included within 
selling, general and administrative expenses.


DEPRECIATION.

    Depreciation for the first three months of 1997 was $2.8 million compared 
to $2.5 million for the first quarter of 1996, an increase of 13.2%.  The 
increase was attributable to the depreciation of assets that were not in 
service in the prior period.  These assets include the mezzanine casino, THE 
BISTRO ROXY and the DANIEL'S MOTOR LODGE.

INTEREST EXPENSE, NET.

    Interest expense, net of capitalized interest and interest income in the 
first three months of 1997 and 1996 was $3.3 million and $2.3 million, 
respectively, an increase of 42.7%.  Interest expense increased as a result 
of an increase in the average outstanding borrowings in the first three 
months of 1997, as compared to the same period in 1996, and as a result of an 
increase in the Company's cost of capital.  This increase in average 
outstanding borrowings is attributable to costs incurred in connection with 
the Company's expansion activities in 1996 and 1997.  The Company's increase 
in cost of capital is due to the issuance in July 1996 of $100 million 
principal amount of 10 1/2% Notes, due 2006 (the "10 1/2% 


                                    10
<PAGE>

Notes"), the net proceeds of which were used to repay approximately 
$96.5 million of borrowings outstanding under the Company's Credit Facility 
(as defined below), which as of March 31, 1996 bore interest at an 
approximate average quarterly rate of 7.3%.  The Company capitalized interest 
of $0.1 million for the first three months of 1997 and 1996 related to 
construction costs.

NET INCOME.

    As a result of the factors described above, net income for the three 
months ended March 31,1997, declined by 56.9% to $0.9 million compared to 
$2.1 million during the same period in 1996.

LIQUIDITY AND CAPITAL RESOURCES.

    The Company's primary sources of liquidity and capital resources have 
been through cash flow from operations, borrowings under various credit 
agreements, including the Former Credit Facility (as defined below) and the 
issuance on July 31,1996 of the 10 1/2 % Notes. The Company has completed 
several expansion and remodeling projects, accounting for a significant use 
of cash flow from operations and borrowings under the Former Credit Facility. 
The Company's earnings before interest, taxes, depreciation and amortization 
for the three months ended March 31, 1997 and 1996, as adjusted to exclude 
equity in net (loss) of unconsolidated affiliate, remained constant at $7.2 
million. Cash flow from operations for the three months ended March 31, 1997 
and 1996 were $0.5 million and $5.1 million, respectively.  The decrease is 
primarily related to the February 1997 semi-annual interest payment on the 
10 1/2 % Notes.

    At March 31,1997 the Company had $3.3 million of cash and cash 
equivalents and $23.2 million available pursuant to its Credit Facility (as 
defined below). The net proceeds of the offering (the "Offering") by the 
Company and its wholly owned subsidiary, Eldorado Capital Corp., of the 
10 1/2% Notes were used to repay a portion of the Former Credit Facility.  The 
Loan Agreement dated as of March 25, 1994, (the "Former Credit Facility"), 
between the Company, the banks named therein and Bank of America NT&SA, as 
administrative agent, was amended concurrently with the closing of the 
Offering (as amended, the "Credit Facility ").  The Credit Facility provides 
for a senior secured revolving credit facility of $50 million.  As of 
March 31, 1997, the Company had $100.0 million in aggregate principal amount 
of 10 1/2% Notes outstanding, $26.8 million outstanding under the Credit 
Facility and $5.7 million of other long term debt (net of current portion).

    The Operating Agreement of  Resorts  dated June 28, 1996 obligates 
Resorts to distribute each year for as long as it is not taxed as a 
corporation to each of its members' an amount equal to such members allocable 
share of the taxable income of Resorts multiplied by the highest marginal 
combined federal, state and local income tax rate applicable to individuals 
for that year.  For the three months ended March 31, 1997, Resorts made 
distributions to its members of $1.0 million compared with distributions of 
$0.2 million during the same period in 1996.

    During the three months ended March 31, 1997, the Company's principal 
uses of funds were capital expenditures related to a new full-service health 
spa ($0.2 million) and progress payments for construction of a 580-seat 
showroom ($5.9 million).  Total capital expenditures for the three months 
ended March 31, 1997 were $7.4 million.

    The Company's future sources of liquidity are anticipated to be from its 
operating cash flow, funds available from the Credit Facility and capital 
lease financing for certain of its fixed asset purchases.  The Company's 
anticipated uses of cash in the near term include approximately $7.5 million 
for completion of a 580-seat showroom, a casino and hotel refurbishment and a 
full-service health spa.  These expansion projects are anticipated to be 
completed during 1997 and the first half of 1998.

                                    11
<PAGE>


PART II.         OTHER INFORMATION


    ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
                (a)  EXHIBITS
                     THE FOLLOWING EXHIBIT IS FILED AS PART OF THIS REPORT.

                     EXHIBIT NUMBER           DESCRIPTION
                     --------------           -----------
                          27                  FINANCIAL DATA SCHEDULE
                                              FOR THE THREE MONTHS ENDED
                                              MARCH 31, 1997

                (b)    REPORTS ON FORM 8-K

                       NO REPORT ON FORM 8-K WAS FILED DURING THE PERIOD 
                          COVERED BY THIS REPORT.


                                    12
<PAGE>

                                      SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                                        ELDORADO RESORTS LLC


Date:  May 12, 1997            By:  /s/ Donald L. Carano
                                    ------------------------------------
                                      Donald L. Carano
                                      Chief Executive Officer, President and
                                      Presiding Manager



Date:  May 12, 1997            By:  /s/ Robert M. Jones
                                    ------------------------------------
                                      Robert M. Jones
                                      Chief Financial Officer of
                                      Eldorado Resorts LLC (Principal
                                      Financial and Accounting Officer)


                                        ELDORADO CAPITAL CORP.


Date:  May 12, 1997            By:  /s/ Donald L. Carano
                                    ------------------------------------
                                      Donald L. Carano
                                      President


Date:  May 12, 1997            By:  /s/ Gene R. Carano
                                    ------------------------------------
                                      Gene R. Carano
                                      Treasurer (Principal Financial and
                                      Accounting Officer)


                                    13

<PAGE>

                              EXHIBITS INDEX


EXHIBIT
NUMBER                 DESCRIPTION OF EXHIBIT
-------                ----------------------

 27                    Financial Data Schedule