<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 June 30, 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 
   INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)
                                       
                                       
                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 
August 12, 1998: 2,500 shares.

<PAGE>

                             ELDORADO RESORTS LLC
                            ELDORADO CAPITAL CORP.
                                       
                                  FORM 10-Q
                                       
                                       
                              TABLE OF CONTENTS
                                       
<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        -------
<S>          <C>                                                          <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............................   15

SIGNATURES...............................................................   16
</TABLE>

<PAGE>

                                   Part 1

                           FINANCIAL  INFORMATION

Item 1.  Financial Statements.

                              ELDORADO RESORTS LLC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                  June 30,       December 31,
                                                    1998              1997
                                                 ------------     ------------
                                                 (unaudited)
<S>                                                <C>                <C>
                     ASSETS
Current assets:

  Cash and cash equivalents                        $  4,613           $  6,369
  Accounts receivable, net                            3,171              3,650
  Inventory                                           2,874              2,882
  Prepaid expenses                                    1,348              1,703
                                                   --------           --------
    Total current assets                             12,006             14,604

 Note receivable                                        467                557

 Investment in joint venture                         46,792             46,792

 Property and equipment,  net                       160,204            163,443

 Other assets, net                                   13,155             13,231
                                                   --------           --------
    Total assets                                   $232,624           $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>
                                                  June 30,       December 31,
                                                    1998              1997
                                                 ------------     ------------
                                                 (unaudited)
<S>                                                <C>                <C>
         LIABILITIES AND MEMBERS' EQUITY

Current liabilities:

  Current portion of long-term debt                $  1,228           $  1,269
  Accounts payable                                    2,598              3,710
  Construction and retention payables                    15                319
  Interest payable                                    3,944              3,950
  Accrued payroll,  taxes and other accruals          6,422              5,910
                                                   --------           --------
      Total current liabilities                      14,207             15,158

 Long-term debt, less current portion               122,262            128,135

 Other liabilities                                      981                911
                                                   --------           --------
    Total liabilities                               137,450            144,204

 Minority interest                                    5,154              5,154

 Members' equity                                     90,020             89,269
                                                   --------           --------
    Total liabilities and members' equity          $232,624           $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                Six Months Ended
                                                            June 30,                         June 30,
                                                    ---------------------              --------------------
                                                    1998             1997              1998            1997    
                                                    ----             ----              ----            ----    
<S>                                                <C>              <C>              <C>            <C>        
Operating Revenues:                                                                                            
  Casino                                           $27,202          $27,332           $49,027          $50,516 
  Food and beverage                                  9,538            9,350            18,126           17,927 
  Hotel                                              4,977            4,899             8,924            8,685 
  Entertainment                                      1,566            1,216             2,864            1,216 
  Equity in net income of unconsolidated 
    affiliate (Note 4)                                   -              224                 -                - 
  Other                                              1,795            1,768             3,157            3,394 
                                                   -------          -------           -------          ------- 
                                                    45,078           44,789            82,098           81,738 
  Less:   Promotional allowances                    (3,754)          (3,863)           (7,339)          (7,382)
                                                   -------          -------           -------          ------- 
          Net revenues                              41,324           40,926            74,759           74,356 

Operating Expenses:                                                                                            
  Casino                                            11,777           11,960            22,829           22,392 
  Food and beverage                                  7,115            6,895            13,665           13,124 
  Hotel                                              2,041            1,871             3,787            3,606 
  Entertainment                                      1,321              747             2,541              826 
  Other                                              1,020              887             1,979            1,630 
  Selling, general and administrative                6,741            7,410            13,398           14,178 
  Management fees                                      439              455               899              929 
  Depreciation                                       3,456            3,021             6,782            5,832 
                                                   -------          -------           -------          ------- 
          Total operating expenses                  33,910           33,246            65,880           62,517 
                                                   -------          -------           -------          ------- 
Operating Income                                     7,414            7,680             8,879           11,839 

Interest Expense, net                                3,343            3,456             6,728            6,779 
                                                   -------          -------           -------          ------- 

Net Income Before Minority Interest                  4,071            4,224             2,151            5,060 

Minority Interest in Net (Income) of 
  Subsidiary (Note 4)                                    -              (52)               -                 - 
                                                   -------          -------           -------          ------- 

Net Income                                         $ 4,071          $ 4,172           $ 2,151          $ 5,060 
                                                   -------          -------           -------          ------- 
                                                   -------          -------           -------          ------- 
</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>
                                                             Six Months Ended
                                                                 June 30,
                                                             ----------------
                                                             1998        1997
                                                             ----        ----
<S>                                                         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                $ 2,151     $  5,060 
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation                                            6,782        5,832 
      Loss (Gain) on sale of property and equipment             205          (81)
    Changes in assets and liabilities:                    
      Decrease (increase) in accounts receivable, net and   
        due from members and affiliates                         479          (57)
      Decrease in note receivable                                90           90 
      Decrease (increase) in inventories                          8          (22)
      Decrease (increase) in prepaid expenses                   355         (850)
      Decrease in other assets, net                              76          162 
      Decrease in accounts payable, retention payable,
        interest payable, accrued payroll, taxes and 
        other accruals                                         (840)      (1,804)
                                                            -------      ------- 
      Net cash provided by operating activities               9,306        8,330 
                                                            -------      ------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                      (3,923)     (12,262)
    Proceeds from sale of property and equipment                175           90
                                                            -------      ------- 
    Net cash used in investing activities                    (3,748)     (12,172)
                                                            -------      ------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term and other debt                    8,250       14,500
    Principal payments on long-term and other debt          (14,164)     (10,003)
    Bond offering costs                                           -          (56)
    Distributions                                            (1,400)      (3,000)
                                                            -------      ------- 
    Net cash (used in) provided by financing activities      (7,314)       1,441
                                                            -------      ------- 
</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>
                                                             Six Months Ended
                                                                 June 30,
                                                             ----------------
                                                             1998        1997
                                                             ----        ----
<S>                                                         <C>         <C>
DECREASE IN CASH AND CASH EQUIVALENTS                       ($1,756)    ($2,401)
  CASH AND  CASH EQUIVALENTS AT BEGINNING 
    OF PERIOD                                                 6,369       5,785 
                                                            -------      ------- 
  CASH AND CASH EQUIVALENTS AT END OF PERIOD                $ 4,613     $ 3,384 
                                                            -------      ------- 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Cash paid during period for interest                      $ 6,464     $ 7,076 
                                                            -------      ------- 
                                                            -------      ------- 
</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 June 30, 1998 and 
the results of operations for the three and six month periods ended June 30, 
1998 and 1997 and cash flows for the six month periods ended June 30, 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.   Long Term Debt and Notes Payable
     
     Long term debt consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                    June 30,       December 31,
                                                      1998             1997
                                                    --------       ------------
     <S>                                            <C>              <C>
     10 1/2%  Senior Subordinated Notes, due                                  
     August 15, 2006                                $100,000         $100,000 

     Outstanding  portion of reducing revolver                                
     and the credit line.                             18,000           23,250 
                                                                              
     Notes payable to a corporation                    1,022            1,144 
     Notes Payable, Other                              2,583            2,775 
                                                    --------         -------- 
     Less:  Current Maturities                          (495)            (556)
                                                    --------         -------- 
                                                    $121,110         $126,613 
                                                    --------         -------- 
                                                    --------         -------- 
</TABLE>


                                       7
<PAGE>
     Total interest expense for the first six months of 1998 and 1997 was $6.7 
million and $6.8 million, respectively. The Company anticipates drawing 
approximately $3.0 million against the credit line in August 1998 due to the 
$5.25 million interest payment on the Notes payable on August 15, 1998.

4.   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.
 
     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 
                                       8
<PAGE>

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 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%.  During 1998, the 
Company converted the $23,000,000 loan to ELLC and accrued interest on the 
loan into equity of ELLC; as a result, the Company's interest in ELLC was 
increased to 96.19% effective June 30, 1997.
     
     Summarized balance sheet and results of operations for the Silver Legacy 
Joint Venture are as follows:

Summarized balance sheet information (in thousands):


<TABLE>
<CAPTION>
                                                    June 30,      December 31,
                                                      1998            1997
                                                    --------       ---------
                                                   (Unaudited)
     <S>                                             <C>            <C>
     Current Assets...............................   $ 15,469       $ 18,230
     Property and equipment, net..................    318,343        326,018
     Other assets.................................      1,977          2,306
                                                     --------       --------
       Total assets                                  $335,789       $346,554
                                                     --------       --------
                                                     --------       --------

     Current Liabilities..........................   $ 16,969       $ 22,939
     Long-term liabilities........................    204,500        213,000
     Partners' equity.............................    114,320        110,615
                                                     --------       --------
       Total liabilities and partners' equity.....   $335,789       $346,554
                                                     --------       --------
                                                     --------       --------
</TABLE>

Summarized results of operations (in thousands):

<TABLE>
<CAPTION>

                                   Three Months Ended        Six Months Ended    
                                        June 30,                 June 30,
                                   -------------------       -----------------   
                                     1998        1997         1998        1997   
                                     -----       ----         ----        ----   
<S>                                <C>         <C>          <C>         <C>      
Net Revenues....................   $ 43,153    $ 43,671     $ 79,375    $ 78,045 
Operating Expenses..............    (34,535)    (33,785)     (66,122)    (63,211)
                                   --------    --------     --------    -------- 
Operating Income................      8,618       9,886       13,253      14,834 
Other (Expense).................     (4,740)     (5,347)      (9,549)    (10,744)
                                   --------    --------     --------    -------- 
Net Income......................   $  3,878    $  4,539     $  3,704    $  4,090 
                                   --------    --------     --------    -------- 
                                   --------    --------     --------    -------- 
</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' majority 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 minority interest of ELLC 
is owned by the principal equityholders of Resorts.  In June 1998, ELLC 
completed a recapitalization effective June 30, 1997, converting a note 
receivable and accrued interest into equity, increasing Resorts' interest in 
ELLC from approximately 77% to approximately 96%. 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 4 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 JUNE 30, 1998 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1997

NET REVENUES

     Net revenues increased by approximately $0.4 million, or 1.0%, to $41.3 
million for the three months ended June 30, 1998 compared to $40.9 million 
for the same period in 1997.  Net revenues in the second quarter of 1997 
include $224,000 in income of the Company's unconsolidated affiliate, the 
Silver Legacy Joint Venture.  The Company did not recognize income (loss) 
from its unconsolidated affiliate during the second quarter of 1998 as the 
result of a priority allocation to Galleon, Inc. pursuant to the Joint 
Venture Agreement. The Company's slight increase in net revenues during the 
1998 period is a result of increased food, beverage and entertainment revenues.
     
      Casino revenues decreased slightly to $27.2 million for the three 
months ended June 30, 1998 compared to $27.3 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 compared to the previous period.

     Food and beverage revenues increased by approximately 2.0% to $9.5 
million for the three months ended June 30, 1998 compared to $9.4 million 
during the same period in 1997. The increase was the result of increased 
beverage revenue.
     
     Hotel revenues increased to $5.0 million during the second quarter of 
1998 from $4.9 million in the second quarter of 1997 despite a decrease in 
the Company's average daily rate ("ADR") to approximately $63 in the second 
quarter of 1998 from $66 in the second quarter of 1997. The increase is a 
result of an increase in the Company's hotel occupancy rate for the three 
months 

                                      10
<PAGE>

ended June 30, 1998 to approximately 97% from 93% during the same period in 
1997 and increased utilization of room amenities, such as in-room movies and 
telephone usage.
     
     Entertainment revenues increased by approximately $0.4 million, or 
28.8%, to $1.6 million for the three months ended June 30, 1998 compared to 
$1.2 million during the same period in 1997.  The increase was due primarily 
to an additional month of operations of the Eldorado Showroom in the 1998 
period as compared to the 1997 period when it opened.

     Promotional allowances expressed as a percentage of casino revenues were 
13.8% for the second quarter of 1998 compared to 14.1% for the same period in 
1997.  The decrease was primarily due to a marketing promotional event in the 
prior period.
           
OPERATING EXPENSES

     The Company's operating expenses increased by $0.7 million, or 2.0%, to 
$33.9 million for the three months ended June 30, 1998 from $33.2 million 
during the same period in 1997.  This increase is primarily attributable to 
increased food, beverage, hotel, entertainment and depreciation expenses.

     Casino expenses decreased by $0.2 million, or 1.5%, to $11.8 million for 
the three months ended June 30, 1998 from $12.0 million during the same 
period in 1997.  The decrease is primarily due to a decrease in bad debt 
expenses as a result of improved collections.  

     Food and beverage expenses increased 3.2% to $7.1 million in the second 
quarter of 1998 from $6.9 million during the same period in 1997.  The 
increase is primarily due to an increase in food and beverage cost of sales 
and a corresponding increase in revenues.

     Hotel expenses increased 9.1% to approximately $2.0 million for the 
three months ended June 30, 1998 from approximately $1.9 million primarily 
due to slight increases in payroll and travel agent commissions.

     Entertainment expenses increased 76.8% to $1.3 million in the second 
quarter of 1998 from $0.7 million during the same period in 1997.  The 
increase was primarily due to an additional month of operations of the 
Eldorado Showroom in 1998 as compared to the same period in 1997.  The 
decrease in operating margin is primarily due to a decrease in showroom 
occupancy.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES

     Selling, general and administrative expenses and management fees decreased
by 8.7% to $7.2 million for the three months ended June 30, 1998 from $7.9
million during the same period in 1997.  The decrease was primarily due to the 
elimination of mid year employee bonuses for the six months ended June 30, 1998.

DEPRECIATION

     Depreciation for the three months ended June 30, 1998 was $3.5 million 
compared to $3.0 million for the same period in 1997, an increase of 14.4%.  
The increase was primarily attributable to the opening of the Eldorado 
Showroom in May 1997 and the casino and hotel refurbishment completed during 
the first quarter of 1998.

                                      11
<PAGE>

INTEREST EXPENSE, NET

     Interest expense, net of capitalized interest and interest income, 
decreased 3.3% to $3.3 million in the second quarter of 1998 compared to $3.5 
million for the same period in 1997 as a result of a decrease in the average 
outstanding borrowings in the second quarter of 1998, as compared to the same 
period in 1997.  The Company capitalized interest of approximately $19,000 
for the three months ended June 30, 1998 compared to $89,000 during the same 
period in 1997.   

NET INCOME

     As a result of the factors described above, net income for the three 
months ended June 30, 1998 declined by 2.4% to $4.1 million compared to a net 
income of $4.2 million during the same period in 1997.

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO
SIX MONTHS ENDED JUNE 30, 1997

NET REVENUES

     Net revenues increased by approximately $0.4 million to $74.8 million 
for the six months ended June 30, 1998 compared to $74.4 million for the same 
period in 1997.  The Company's slight increase in net revenues is a result of 
increased hotel and entertainment revenues, partially attributable to the 
opening of the Eldorado Showroom in May 1997. 
     
      Casino revenues decreased by approximately $1.5 million, or 2.9%, to 
$49.0 million for the six months ended June 30, 1998 compared to $50.5 
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 
compared to the previous period.

     Food and beverage revenues increased by approximately 1.1% to $18.1 
million for the six months ended June 30, 1998 compared to $17.9 million 
during the same period in 1997 primarily as a result of increased beverage 
revenue.

     Entertainment revenues increased by approximately $1.6 million to $2.9 
million for the six months ended June 30, 1998 compared to $1.2 million 
during the same period in 1997.  The increase in revenues was due primarily 
to the Eldorado Showroom which had a full six months of operations in the 
1998 period as compared to two months of operations in the 1997 period.

     Hotel revenues increased to $8.9 million during the first half of 1998 
from $8.7 million during the first half of 1997 despite a decrease in the 
Company's average daily rate ("ADR") to approximately $58 in the first six 
months of 1998 from $59 during the same period in 1997. The increase is a 
result of an increase in the Company's hotel occupancy rate for the six 
months ended June 30, 1998 to approximately 94% from 91% during the same 
period in 1997.
       
     Other revenues decreased by approximately $237,000, or 7.0%, to $3.2 
million for the six months ended June 30, 1998 as compared to $3.4 million 
during the same period in 1997 as a result of lower parking and retail 
revenue.
     
     Promotional allowances expressed as a percentage of casino revenues were 
15.0% for the six months ended June 30, 1998 compared to 14.6% for the same 
period in 1997 as a result of an increase of promotions related to the 
Eldorado Showroom in the 1998 period.

                                      12
<PAGE>

OPERATING EXPENSES

     The Company's operating expenses increased approximately 5.4% to $65.9 
million for the six months ended June 30, 1998 from $62.5 million during the 
same period in 1997.  This increase is primarily attributable to increased 
food, beverage, entertainment and depreciation expenses.

     Casino expenses increased by approximately 2.0% to $22.8 million for the 
six months ended June 30, 1998 from $22.4 million during the same period in 
1997 primarily due to increased promotional expenses.  

     Food and beverage expenses increased by approximately $0.5 million, or 
4.1%, to $13.7 million for the six months ended June 30, 1998 from $13.1 
million during the same period in 1997.  The increase was primarily due to a 
slight increase in beverage cost of sales and operating expenses.

     Entertainment expenses increased $1.7 million to $2.5 million for the 
six months ended June 30, 1998 from $0.8 million during the same period in 
1997. The increase was primarily due to additional months of the Eldorado
Showroom operations in the 1998 period as compared to the 1997 period. 

     Hotel expenses increased slightly to $3.8 million for the six months 
ended June 30, 1998 from $3.6 million primarily due to a slight increase in 
payroll.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES

     Selling, general and administrative expenses and management fees 
decreased by 5.4% to $14.3 million for the six months ended June 30, 1998 
from $15.1 million during the same period in 1997.  The decrease was 
primarily due to the elimination of mid-year employee bonuses for the six 
months ended June 30, 1998.

DEPRECIATION

     Depreciation for the first six months of 1998 was $6.8 million compared 
to $5.8 million for the first six months of 1997, an increase of 16.3%.  The 
increase was primarily attributable to the opening of the Eldorado Showroom 
in May 1997 and casino and hotel refurbishments completed during the first 
quarter of 1998.

INTEREST EXPENSE, NET

     Interest expense, net of capitalized interest and interest income, 
decreased slightly to $6.7 million for the first six months ended June 30, 
1998 compared to $6.8 million for the same period in 1997.  Interest expense 
decreased as a result of a decrease in the average outstanding borrowings 
during the first six months ended June 30, 1998, as compared to the same 
period in 1997.  The Company capitalized interest of approximately $54,000 
for the six months ended June 30, 1998 compared to $198,000 during the same 
period in 1997. 

NET INCOME

     As a result of the factors described above, net income for the six 
months ended June 30, 1998 declined by 57.5% to $2.2 million compared to a 
net income of $5.1 million during the same period in 1997.


                                      13
<PAGE>

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 in 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 as adjusted to exclude equity in net 
income of unconsolidated affiliate was $15.7 million for the six months ended 
June 30, 1998, as compared to $17.7 million during the same period in 1997.  
Net cash provided by operating activities for the six months ended June 30, 
1998 and 1997 was $9.3 million and $8.3 million, respectively. 

     At June 30, 1998, the Company had $4.6 million of cash and cash 
equivalents and $24.7 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 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 $43.8 million on June 30, 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 June 30, 1998, the Company 
had $100 million in aggregate principal amount of 10 1/2% Notes outstanding, 
approximately $18.0 million outstanding under the Credit Facility and $4.3 
million of other long term debt (net of current portion). The Company 
anticipates drawing approximately $3.0 million against the credit line in 
August 1998 due to the $5.25 million interest payment on the 10 1/2% Notes.

     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 six months ended June 30, 1998, Resorts made distributions of 
$1.4 million to its members as compared with distributions of $3.0 million 
during the same period in 1997.


                                      14
<PAGE>

     During the second quarter, ELLC completed a recapitalization increasing 
Resorts' equity interest in ELLC to 96.19% from 76.76%.  A $23,000,000 note 
receivable and accrued interest due from ELLC was converted into equity as a 
contribution of capital.  The capital contribution by Resorts diluted down 
the equity interests of Recreational Enterprises, Inc., and Hotel Casino 
Management, Inc., as they elected not to make proportionate capital 
contributions.  The recapitalization adjusted the capital balances as of June 
30, 1997. 

     During the six months ended June 30, 1998, the Company's principal uses 
of funds were capital expenditures related to the Company's hotel 
refurbishment of $0.6 million, casino refurbishment of $0.7 million and 
construction of a new mezzanine slot area located across from Brew Brothers, 
which opened in February 1998, of $0.7 million.  Additionally, a portion of 
CHOICES restaurant was enclosed and remodeled for approximately $0.2 million 
into a 70-seat Asian cuisine restaurant, the GOLDEN FORTUNE opened July 1998. 
Total capital expenditures for the six months ended June 30, 1998 were $3.9 
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 will be for recurring capital 
expenditures and debt service.

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.


<TABLE>
<CAPTION>
                    EXHIBIT NUMBER      DESCRIPTION
                    --------------      -----------
                    <S>                 <C>
                    10                  WRITTEN CONSENT IN LIEU OF MEETING OF 
                                        MEMBERS OF ELDORADO LIMITED LIABILITY
                                        COMPANY

                    27                  FINANCIAL DATA SCHEDULE
                                        FOR THE THREE MONTHS 
                                        JUNE 30, 1998

             (b)    REPORTS ON FORM 8-K

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


                                      15
<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

<TABLE>
<S>                                    <C> 
Date:  August 12, 1998                 By: /s/ Donald L. Carano
                                           ------------------------------------
                                           Donald L. Carano
                                           Chief Executive Officer, President 
                                           and Presiding Manager

Date:  August 12, 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:  August 12, 1998                 By: /s/ Donald L. Carano
                                           ------------------------------------
                                           Donald L. Carano
                                           President
 
Date:  August 12, 1998                 By: /s/ Gene R. Carano 
                                           ------------------------------------
                                           Gene R. Carano
                                           Treasurer (Principal Financial and
                                           Accounting Officer)
</TABLE>

                                      16
<PAGE>

                                 EXHIBITS INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT
--------    ----------------------
<S>         <C>
  10        Written Consent in Lieu of Meeting of Members of Eldorado Limited 
            Liability Company
            
  27        Financial Data Schedule
</TABLE>


                                      17