<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, 1998.

                                        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 registrants (1) have 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 
registrants were required to file such reports), and (2) have 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 11, 1998: 2,500 shares.

<PAGE>
                              ELDORADO RESORTS LLC
                             ELDORADO CAPITAL CORP.

                                    FORM 10-Q

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                          Page No.
                                                                          --------
<S>                                                                       <C>
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..........    10


PART II.           OTHER INFORMATION


         Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.......................     13

SIGNATURES................................................................     14
</TABLE>
                                       1
<PAGE>
                                     Part 1
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                              ELDORADO RESORTS LLC

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                             March 31,    December 31,
                                                               1998           1997
                                                           -----------    ------------
                                                           (unaudited)
<S>                                                        <C>            <C>
                                     ASSETS
Current assets:
        Cash and cash equivalents                          $     7,060    $      6,369
        Accounts receivable, net                                 3,177           3,650
        Inventory                                                3,018           2,882
        Prepaid expenses                                         1,664           1,703
                                                           -----------    ------------

             Total current assets                               14,919          14,604
 
Note receivable                                                    512             557
Investment in joint venture                                     46,792          46,792
Property and equipment,  net                                   162,063         163,443
Other assets, net                                               13,323          13,231
                                                           -----------    ------------

             Total assets                                  $   237,609    $    238,627
                                                           -----------    ------------
                                                           -----------    ------------

</TABLE>

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

                                       2
<PAGE>
                              ELDORADO RESORTS LLC

                       CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                             March 31,    December 31,
                                                               1998           1997
                                                           -----------    ------------
                                                           (unaudited)
<S>                                                        <C>            <C>
                         LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
        Current portion of long-term debt                  $     1,209   $       1,269
        Accounts payable                                         2,590           3,710
        Construction and retention payables                         20             319
        Interest payable                                         1,351           3,950
        Accrued payroll,  taxes and other accruals               6,916           5,910
                                                           -----------    ------------

              Total current liabilities                         12,086          15,158
 
Long-term debt, less current portion                           132,074         128,135
Other liabilities                                                  947             911
                                                           -----------    ------------

              Total liabilities                                145,107         144,204

Minority interest                                                5,154           5,154
Members' equity                                                 87,348          89,269
                                                           -----------    ------------

              Total liabilities and members' equity        $   237,609    $    238,627
                                                           -----------    ------------
                                                           -----------    ------------
</TABLE>

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)
<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                           March 31,
                                                     1998           1997
                                                 -----------    ------------
<S>                                              <C>            <C>
Operating Revenues:
       Casino                                    $    21,825    $     23,184
       Food, beverage and entertainment                9,885           8,577
       Hotel                                           3,947           3,786
       Equity in net (loss) of unconsolidated 
         affiliate (Note 3)                               --            (224)
       Other                                           1,362           1,626
                                                 -----------    ------------
                                                      37,019          36,949

       Less: Promotional allowances                   (3,585)         (3,519)
                                                 -----------    ------------
             Net revenues                             33,434          33,430

Operating Expenses:
      Casino                                          11,052          10,432
      Food, beverage and entertainment                 7,770           6,308
      Hotel                                            1,746           1,735
      Other                                              959             743
      Selling, general and administrative              6,657           6,768
      Management fees                                    460             474
      Depreciation                                     3,326           2,811
                                                 -----------    ------------
         Total operating expenses                     31,970          29,271
                                                 -----------    ------------

Operating Income                                       1,464           4,159
Interest Expense, net                                  3,385           3,323
                                                 -----------    ------------

Net Income Before Minority Interest                   (1,921)            836
Minority Interest in Net Loss of
      Subsidiary (Note 3)                                 --              52
                                                 -----------    ------------

Net (Loss) Income                                ($    1,921)   $        888
                                                 -----------    ------------
                                                 -----------    ------------

</TABLE>

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)
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                     March 31,
                                                           ---------------------------
                                                               1998           1997
                                                           -----------    ------------
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                                    ($ 1,921)        $   888

Adjustments to reconcile net income to net cash provided 
  by operating activities:
        Depreciation                                             3,326           2,811
        Equity in net loss of unconsolidated affiliate              --             224
        Minority interest in net (loss) of unconsolidated
          affiliate                                                 --             (52)
        Loss on sale of property and equipment                     203              --

Changes in assets and liabilities:
        Decrease (Increase) in Accounts receivable, net 
          and due from partners and affiliates                     473            (155)
        Decrease in Note receivable                                 45              45
         (Increase) in Inventories                                (136)            (20)
         Decrease (Increase) in Prepaid expenses                    39            (764)
         (Increase) Decrease in Other assets, net                  (92)             60
        (Decrease) in accounts payable, retention payable,
             accrued payroll, taxes and other accruals          (2,976)         (2,585)
                                                           -----------    ------------
         Net cash (used in) provided by operating 
           activities                                           (1,039)            452
                                                           -----------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                    (2,149)         (7,384)
                                                           -----------    ------------
         Net cash used in investing activities                  (2,149)         (7,384)
                                                           -----------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from long-term and other debt                  6,250          12,000
         Principal payments on long-term and other debt         (2,371)         (6,648)
         Bond offering costs                                        --              83
         Distributions                                              --          (1,000)
                                                           -----------    ------------
         Net cash provided by financing activities             $ 3,879         $ 4,435
                                                           -----------    ------------

</TABLE>

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)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                     March 31,
                                                           ---------------------------
                                                               1998           1997
                                                           -----------    ------------
<S>                                                        <C>            <C>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                $  691         $(2,497)

        CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         6,369           5,785
                                                           -----------    ------------

        CASH AND CASH EQUIVALENTS AT END OF PERIOD              $7,060         $ 3,288
                                                           -----------    ------------
                                                           -----------    ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid during period for interest                    $5,850         $ 6,367
                                                           -----------    ------------
                                                           -----------    ------------
</TABLE>
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, 
which is the successor entity to Eldorado Hotel Associates Limited 
Partnership (the "Predecessor Partnership") pursuant to a reorganization 
effective July 1, 1996, Eldorado Capital Corp. ("Capital"), a Nevada 
corporation and wholly-owned subsidiary of Resorts, and a majority owned 
subsidiary, Eldorado Limited Liability Company ("ELLC")(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 of the Company as of March 31, 1998 and 
the results of operations and cash flows for the three month periods ended 
March 31, 1998 and 1997. 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, 1997.

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. Galleon, Inc. contributed cash 
of $51,900,000 to the Silver Legacy Joint Venture. Each partner owns a 50% 
interest in the Silver Legacy Joint Venture.

                                       7
<PAGE>

         Under the terms of the Joint Venture Agreement, Profits of the 
Silver Legacy Joint Venture (defined as the Silver Legacy Joint Venture's 
taxable income with certain adjustments) in each fiscal year are allocated to 
the Partners pursuant to the following formula: (i) the net operating income 
of the Silver Legacy Joint Venture for financial reporting purposes 
(determined in accordance with generally accepted accounting principles) for 
such fiscal year, exclusive of interest expense, is credited to Galleon, Inc. 
up to the amount of its Priority Allocation (as defined below) for such 
fiscal year, any balance is credited to ELLC up to the amount of Galleon, 
Inc.'s Priority Allocation for such fiscal year and any remaining balance is 
credited to the Partners in proportion to their Percentage Interests, (ii) 
interest expense of the Silver Legacy Joint Venture for such fiscal year is 
charged to the Partners in proportion to their Percentage Interests and (iii) 
the difference between net operating income for such fiscal year less 
interest expense for such fiscal year and Profits for such fiscal year is 
credited (or charged) to the Partners in proportion to their Percentage 
Interests. If this formula causes a Partner to be charged with a loss in any 
fiscal year, such Partner will be allocated zero Profits for such year and 
the other Partner will be allocated all of the Profits for such year. In 
addition, losses of the Silver Legacy Joint Venture (defined as the Silver 
Legacy Joint Venture's taxable loss with certain adjustments) in any fiscal 
year are allocated to the Partners in proportion to their Percentage 
Interests.

         For so long as ELLC selects the General Manager of the Silver 
Legacy, as provided in the Joint Venture Agreement, Galleon, Inc. is entitled 
annually on a non-cumulative basis, commencing with the seven-month period 
ending December 31, 1997 and for each subsequent 12-month period, to a 
priority allocation of the Silver Legacy Joint Venture's operating income 
(the "Priority Allocation") in an amount equal to approximately 11.54% of the 
average of the "Adjusted Initial Investment" (as defined) at the beginning of 
the period for which the determination is being made and at the end of such 
period. For purposes of determining the amount of the Priority Allocation for 
any period, the term "Adjusted Initial Investment" means $290,000,000 (the 
"Initial Investment") as adjusted at the end of each year by subtracting (i) 
the depreciation on the Initial Investment taken in such year in accordance 
with the depreciation schedule agreed to by ELLC and Galleon, Inc. 
(collectively the "Partners") and (ii) the principal payments which would 
have been made in repayment of the original bank financing utilized for the 
development, construction and completion of the Silver Legacy.

         The Joint Venture Agreement provides, subject to limitations on 
distributions to Partners in other agreements to which the Silver Legacy 
Joint Venture is a party, including its credit agreement, that Net Cash from 
Operations (defined as the gross cash proceeds from all Silver Legacy Joint 
Venture operations, less cash operating expenses and certain other expenses 
and obligations, including interest and principal payments on indebtedness 
including the financing required for the development, construction and 
completion of the Silver Legacy (the "Construction Financing"), other than 
indebtedness owed Partners or affiliates as provided for in the Joint Venture 
Agreement, and reasonable reserves deemed necessary to meet anticipated 
future obligations and liabilities of the Silver Legacy Joint Venture) is to 
be distributed quarterly to the Partners in proportion to their Percentage 
Interests in the Silver Legacy Joint Venture after satisfaction of certain 
other obligations as follows: (i) at the end of the first year of operation 
only, the distribution to each Partner of an amount equal to its tax 
liability attributable to the Silver Legacy Joint Venture, (ii) the payment 
of interest and principal on all loans to the Silver Legacy Joint Venture 
from Partners and affiliates (excluding payment of principal on the 
Construction Financing), (iii) the payment of principal and interest on any 
Additional Capital Contribution Loan (as defined) of a Partner, plus the 
distribution to the non-defaulting Partner who provided such Additional 
Capital Contribution Loan of an amount equal to the amount of such Additional 
Capital Contribution Loan, (iv) the payment of certain construction cost 
overruns, (v) at the end of the first year of operation only, the payment of 
the balance of the principal of the Construction Financing not including cost 
overruns, (vi) to the extent earned and available, the distribution to 
Galleon, Inc. of an amount up to the Priority Allocation, (vii) to the extent 
earned and available, the distribution to ELLC of an amount up to the amount 
distributed to Galleon, Inc. pursuant to the Priority Allocation, (viii) 
after the first year of operation, the distribution to each Partner of an 
amount equal to its tax liability attributable to the Silver Legacy Joint 
Venture and (ix) the payment of the balance of the portion of the 
Construction Financing provided by Galleon, Inc. or Circus Circus

                                       8
<PAGE>

Enterprises, Inc. until such loans are paid in full or refinanced.  Any 
withdrawal from the Silver Legacy Joint Venture by either Partner results in 
a reduction of distributions to such withdrawing Partner to 75% of amounts 
otherwise payable to such Partner.

         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 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 operations for the Silver 
Legacy Joint Venture are as follows:

Summarized balance sheet information (in thousands):

<TABLE>
<CAPTION>
                                               March 31,   December 31,
                                                  1998         1997
                                             ------------  ------------
                                             (Unaudited)
     <S>                                      <C>          <C>
     Current Assets                          $    16,545   $     18,230
     Property and equipment, net                 321,945        326,018
     Other assets                                  2,130          2,306
                                             -----------   ------------

         Total assets                        $   340,620   $    346,554
                                             -----------   ------------
                                             -----------   ------------


     Current Liabilities                     $    19,179   $     22,939
     Long-term liabilities                       211,000        213,000
     Partners' equity                            110,441        110,615
                                             -----------   ------------

         Total liabilities and partners' 
          equity                             $   340,620   $    346,554
                                             -----------   ------------
                                             -----------   ------------

</TABLE>

Summarized results of operations (in thousands):

<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                      March 31,
                                             --------------------------
                                                  1998         1997
                                             ------------  ------------
     <S>                                      <C>          <C>
     Net Revenues                            $    36,222   $     34,374
     Operating Expenses                          (31,587)       (29,426)
                                             -----------   ------------

     Operating Income                              4,635          4,948
                                             -----------   ------------

     Other (Expense)                              (4,809)        (5,397)
                                             -----------   ------------

     Net (Loss)                              $      (174)  $       (449)
                                             -----------   ------------
                                             -----------   ------------
</TABLE>

                                       9
<PAGE>

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

GENERAL

         Eldorado Resorts LLC ("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. 
Resorts 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% 
interest in a joint venture (the "Silver Legacy Joint Venture") which owns 
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 equityholders 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."

         The Company accounts for its investment in the Silver Legacy Joint 
Venture utilizing the equity method of accounting. The Company's consolidated 
net income includes its proportional share of the Silver Legacy Joint 
Venture's net income (loss) before taxes as determined in accordance with the 
terms of the Silver Legacy Joint Venture's joint venture agreement (the 
"Joint Venture Agreement"). See Note 3 of the Notes to Condensed Consolidated 
Financial Statements included in Item 1 of this Report.

         The following discussion of the Company's operations relates to the 
Eldorado except as otherwise indicated.

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1997

NET REVENUES

         Net revenues for the three month period ended March 31, 1998 and 
1997 were comparable at $33.4 million. Net revenues in the first quarter of 
1997 include $0.2 million in net loss of the Company's unconsolidated 
affiliate, the Silver Legacy Joint Venture. The Company did not recognize 
income (loss) from its unconsolidated affiliate during the first quarter of 
1998 as the result of a priority allocation to Galleon, Inc. pursuant to the 
Joint Venture Agreement. See Note 3 of the Notes to Condensed Consolidated 
Financial Statements in Item 1 of this Report.

         Casino revenues decreased by approximately $1.4 million or 5.9% to 
$21.8 million for the three months ended March 31, 1998 compared to $23.2 
million for the same period in 1997. The decrease in casino revenues was due 
primarily to decreased revenue from slots due to a decrease in volume and 
hold percentage as compared to the previous period. Disruption from casino 
refurbishment was a factor contributing to the decrease in slot revenue.

         Food, beverage and entertainment revenues were $9.9 million for the 
three months ended March 31, 1998 compared to $8.6 million during the same 
period in 1997, an increase of 15.3%. The increase in food, beverage and 
entertainment revenues was due primarily to the opening of the Eldorado 
Showroom in May 1997.

                                       10
<PAGE>

         Hotel revenues increased to $3.9 million during the first quarter of 
1998 from $3.8 million in the first quarter of 1997, an increase of 4.3%. The 
increase is a result of an increase in the Company's average daily rate 
("ADR") to approximately $53 in 1998 from approximately $52 in 1997 and hotel 
occupancy increase to 91% in 1998 from 89% in 1997. The influx of visitors 
attending the American Bowling Congress ("ABC") National Championship Bowling 
Tournament to be held from February through June 1998 and the lack of a major 
flood which occurred in Reno in January 1997 were factors contributing to the 
increases in ADR and occupancy.

         Other revenues for the first three months of 1998 were $1.4 million 
compared to $1.6 million for the same period in 1997, a decrease of 16.2%. 
The decrease is partially attributable to the reduction of retail space due 
to the closing of Says Who in January 1998 and lower parking revenue.

         Promotional allowances expressed as a percentage of casino revenues 
were 16.4% for the first quarter of 1998 compared to 15.2% for the same 
period in 1997 as a result of greater use of complimentaries to all levels of 
casino patrons, including those participating in the ABC National Bowling 
Tournament, and promotions related to the Eldorado Showroom.

OPERATING EXPENSES

         The Company's operating expenses increased by 9.2% to $32.0 million 
for the three months ended March 31, 1998 from $29.3 million during the same 
period in 1997. This increase is primarily attributable to increased casino, 
entertainment and depreciation expenses.

         Casino expenses increased by 5.9% to $11.1 million for the three 
months ended March 31, 1998 from $10.4 million during the same period in 
1997. The increase was primarily due to increased promotional expenses.

         Food, beverage and entertainment expenses increased 23.2% to $7.8 
million in the first quarter of 1998 from $6.3 million during the same period 
in 1997. The increase was due primarily to the opening of the Eldorado 
Showroom in May 1997.

         Hotel expenses in the first quarter of 1998 and 1997 were comparable 
at $1.7 million.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES

         Selling, general and administrative expenses and management fees 
decreased by 1.7% to $7.1 million for the three months ended March 31, 1998 
from $7.2 million during the same period in 1997. The decrease was primarily 
due to an accrual for mid year employee bonuses in the prior period compared 
with the current period, as well as a decrease in sign maintenance 
expenditures.

DEPRECIATION

         Depreciation for the first three months of 1998 was $3.3 million 
compared to $2.8 million for the first quarter of 1997, an increase of 18.3%. 
The increase was primarily attributable to the opening of the Eldorado 
Showroom in May 1997.

INTEREST EXPENSE, NET

         Interest expense, net of capitalized interest and interest income, 
increased 1.9% to $3.4 million in the first quarter of 1998 compared to $3.3 
million for the same period in 1997. Interest expense increased as a

                                       11
<PAGE>

result of an increase in the average outstanding borrowings in the first 
quarter of 1998, as compared to the same period in 1997. This increase in 
average outstanding borrowings is attributable to costs incurred in 
connection with the Company's expansion activities in 1997 primarily 
attributable to the Eldorado Showroom and the casino and hotel refurbishment 
program. The Company capitalized interest of approximately $34,000 for the 
three months ended March 31, 1998 related to construction costs, compared to 
$0.1 million during the same period in 1997.

NET INCOME

         As a result of the factors described above, the Company incurred a 
net loss of $1.9 million for the three months ended March 31, 1998 compared 
to a net income of $0.9 million during the same period in 1997.

YEAR 2000 SITUATION

         As the result of computer programs being written using two digits 
rather than four to define the applicable year, systems failures and 
disruptions to operations may occur at January 1, 2000 (the "Year 2000 
Situation"). The Company has retained the services of a consulting firm to 
specifically assist in the Year 2000 Situation. The consulting firm and the 
Company are currently in the process of assessing the Year 2000 Situation and 
are in the process of remediating the system to avoid systems' failures and 
disruptions as a result of the Year 2000 Situation. This remediation plan 
includes continuing to assess the Company's inventory of issues associated 
with the Year 2000 Situation, contacting the suppliers of certain of their 
systems to determine the timing of applicable upgrades, and implementing the 
currently available upgrades to address the Year 2000 Situation. The Company 
will continue to evaluate its vulnerability in the case of suppliers' failure 
to remediate their own exposure to the Year 2000 Situation. The Company's 
failure to successfully conclude its remediation efforts by January 1, 2000 
could have a material adverse effect on the Company. Expenditures to address 
the Year 2000 Situation are currently estimated to be $500,000 and $470,000 
in 1998 and 1999, respectively.

         The Company's unconsolidated affiliate, Silver Legacy Joint Venture, 
is in the process of assessing its exposure to the Year 2000 Situation. The 
Silver Legacy remediation plan is encompassed within the remediation plan of 
Circus Circus Enterprises, Inc. The failure to successfully conclude the 
remediation effort relating to the Silver Legacy by January 1, 2000 could 
have a material adverse effect on the Silver Legacy Joint Venture and the 
Company.

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 in July 1996 of $100 million aggregate principal amount of 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, 
1998 and 1997, as adjusted to exclude equity in net (loss) of unconsolidated 
affiliate was $4.8 million for the three months ended March 31, 1998 as 
compared to $7.2 million during the same period in 1997. Net cash (used in) 
provided by operating activities for the three months ended March 31, 1998 
was a negative $1.0 million as compared to a positive $0.5 million for the 
same period of the prior year.

         At March 31, 1998, the Company had $7.1 million of cash and cash 
equivalents and $17.8 million available pursuant to its Credit Facility (as 
defined below) inclusive of approximately $1.1 million in letters of credit. 
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

                                       12
<PAGE>

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 to provide the Company with a 
senior secured revolving credit facility in the original amount of $50 
million (as amended, the "Credit Facility"). The amount of credit available 
pursuant to the Credit Facility reduced to approximately $45.3 million on 
March 31, 1998 and, by its terms, the facility reduces by an additional 
$1,562,500 as of the end of each subsequent quarter until March 25, 2000 when 
it terminates and any balance then outstanding becomes due and payable. As of 
March 31, 1998, the Company had $100 million in aggregate principal amount of 
10 1/2% Notes outstanding, approximately $27.5 million outstanding under the 
Credit Facility and $4.6 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, 1998, Resorts did not 
make any distributions to its members as compared with distributions of $1.0 
million during the same period in 1997.

         During the three months ended March 31, 1998, the Company's 
principal uses of funds were capital expenditures related to the Company's 
hotel refurbishment of $0.6 million, the casino refurbishment of $0.6 million 
and construction of the new mezzanine slot area of $0.7 located across from 
Brew Brothers, which opened in February 1998. Total capital expenditures for 
the three months ended March 31, 1998 were $2.1 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 $0.5 million 
for restaurant remodeling and sign restoration.

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
                                                         March 31, 1998

                    (b)   Reports on Form 8-K

                          No report on Form 8-K was filed during the period 
                          covered by this report.

                                       13
<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 11, 1998                 By: /S/ Donald L. Carano
                                        --------------------------------------
                                        Donald L. Carano
                                        Chief Executive Officer, President and
                                        Presiding Manager


Date:  May 11, 1998                 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 11, 1998                 By: /S/ Donald L. Carano
                                        --------------------------------------
                                        Donald L. Carano
                                        President

Date:  May 11, 1998                 By: /S/ Gene R. Carano
                                        --------------------------------------
                                        Gene R. Carano
                                        Treasurer (Principal Financial and
                                        Accounting Officer)


                                       14
<PAGE>
                                       EXHIBITS INDEX
<TABLE>
EXHIBIT
NUMBER                                 DESCRIPTION OF EXHIBIT
-------                                ----------------------
<S>                                    <C>
  27                                   Financial Data Schedule
</TABLE>


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