<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 September 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 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
November 12, 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. .........    11


PART II.   OTHER INFORMATION

      Item 6.   EXHIBITS AND REPORTS ON FORM 8-K........................    15

SIGNATURES..............................................................    17
</TABLE>

                                      1

<PAGE>


                               Part 1
                       FINANCIAL  INFORMATION


 Item 1.  Financial Statements.

                         ELDORADO RESORTS LLC

                 CONDENSED CONSOLIDATED BALANCE SHEETS

                            (In thousands)


<TABLE>
<CAPTION>
                                         September 30,      December 31,
                                             1998               1997
                                         -------------      ------------
                                          (unaudited)
<S>                                      <C>                <C>
                  ASSETS

 Current assets:


         Cash and cash equivalents           $  6,020        $  6,369

         Accounts receivable, net               3,274           3,650

         Inventory                              2,776           2,882

         Prepaid expenses                       1,605           1,703
                                         -------------      ------------

              Total current assets             13,675          14,604



 Note receivable                                  377             557


 Investment in joint venture                   46,792          46,792


 Property and equipment,  net                 157,611         163,443



 Other assets, net                             12,988          13,231
                                         -------------      ------------

              Total assets                   $231,443        $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>
                                                     September 30,  December 31,
                                                         1998           1997
                                                     -------------  ------------
                                                     (unaudited)
<S>                                                  <C>            <C>
     LIABILITIES AND MEMBERS' EQUITY

 Current liabilities:

         Current portion of long-term debt             $  1,936       $  1,269

         Accounts payable                                 2,724          3,710

         Construction and retention payables                 15            319

         Interest payable                                 1,397          3,950

         Accrued payroll, taxes and other accruals        7,242          5,910
                                                     -------------  ------------
               Total current liabilities                 13,314         15,158

 Long-term debt, less current portion                   116,790        126,613

 Capital lease obligations, less current portion            966          1,522

 Other liabilities                                        1,014            911
                                                     -------------  ------------
               Total liabilities                        132,084        144,204

 Minority interest                                        5,154          5,154

 Members' equity                                         94,205         89,269
                                                     -------------  ------------
               Total liabilities and members' equity   $231,443       $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               Nine Months Ended
                                                                             September 30,                   September 30,
                                                                         ----------------------        ----------------------
                                                                           1998           1997           1998           1997
                                                                         -------        -------        -------        -------
<S>                                                                      <C>            <C>            <C>            <C>
Operating Revenues:
       Casino                                                            $29,529        $29,399        $78,556        $79,915
       Food and beverage                                                  10,228         10,028         28,354         27,955
       Hotel                                                               5,054          5,061         13,978         13,746
       Entertainment                                                       1,586          1,935          4,450          3,151
       Equity in net income of unconsolidated affiliate (Note 4)               -              -              -              -
       Other                                                               1,667          1,789          4,824          5,183
                                                                         -------        -------        -------        -------
                                                                          48,064         48,212        130,162        129,950
       Less:   Promotional allowances                                     (4,268)        (3,709)       (11,607)       (11,091)
                                                                         -------        -------        -------        -------
                  Net revenues                                            43,796         44,503        118,555        118,859
Operating Expenses:
       Casino                                                             12,995         11,699         35,824         34,091
       Food and beverage                                                   7,674          7,742         21,339         20,866
       Hotel                                                               2,069          1,993          5,856          5,599
       Entertainment                                                       1,076          1,128          3,617          1,954
       Other                                                               1,131            941          3,110          2,571
       Selling, general and administrative                                 7,513          7,611         20,911         21,789
       Management fees                                                       441            457          1,340          1,386
       Depreciation                                                        3,451          3,253         10,233          9,085
                                                                         -------        -------        -------        -------
                  Total operating expenses                                36,350         34,824        102,230         97,341
                                                                         -------        -------        -------        -------
Operating Income                                                           7,446          9,679         16,325         21,518

Interest Expense, net                                                      3,262          3,503          9,990         10,282
                                                                         -------        -------        -------        -------
Net Income Before Minority Interest                                        4,184          6,176          6,335         11,236

Minority Interest in Net (Income) of Subsidiary (Note 4)                       -              -              -              -
                                                                         -------        -------        -------        -------
Net Income                                                              $  4,184         $6,176         $6,335        $11,236
                                                                         -------        -------        -------        -------
                                                                         -------        -------        -------        -------
</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>
                                                                            Nine Months Ended
                                                                               September 30,
                                                                          ---------------------
                                                                            1998           1997
                                                                          ------        -------
<S>                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income                                                            $6,335        $11,236
   Adjustments to reconcile net income to net cash provided by                                 
     operating activities:
       Depreciation                                                       10,233          9,085
       Loss (Gain) on sale of property and equipment                         204            (81)
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable, net and due from 
         members and affiliates                                              376            (52)
       Decrease in note receivable                                           180            135
       Decrease (increase) in inventories                                    106           (119)
       Decrease (increase) in prepaid expenses                                98         (1,166)
       Decrease in other assets, net                                         244            256
       Decrease in accounts payable, retention payable, interest 
         payable, accrued payroll, taxes and other accruals               (2,408)        (4,012)
                                                                         -------        -------
       Net cash provided by operating activities                          15,368         15,282
                                                                         -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                                (4,786)       (13,816)
       Proceeds from sale of property and equipment                          181             90
                                                                         -------        -------
       Net cash (used in) investing activities                            (4,605)       (13,726)
                                                                         -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from long-term and other debt                             11,250         22,500
       Principal payments on long-term and other debt                    (20,962)       (19,828)
       Bond offering costs                                                     -             47
       Distributions                                                      (1,400)        (7,000)
                                                                         -------        -------
       Net cash (used in) provided by financing activities               (11,112)        (4,281)
                                                                         -------        -------
</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>
                                                                           Nine Months Ended
                                                                              September 30,
                                                                         ----------------------
                                                                            1998           1997
                                                                         -------        -------
<S>                                                                      <C>            <C>
DECREASE IN CASH AND CASH EQUIVALENTS                                      ($349)       ($2,725)
        CASH AND  CASH EQUIVALENTS AT BEGINNING
        OF PERIOD                                                          6,369          5,785
                                                                         -------        -------
        CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $6,020         $3,060
                                                                         -------        -------
                                                                         -------        -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
        Cash paid during period for interest                             $12,121        $13,016
                                                                         -------        -------
                                                                         -------        -------
</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 September 30, 1998 
and the results of operations for the three and nine month periods ended 
September 30, 1998 and 1997 and cash flows for the nine month periods ended 
September 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>
                                                          September 30,   December 31,
                                                          -------------   ------------
                                                              1998            1997
                                                              ----            ----
<S>                                                       <C>              <C>
 10 1/2% Senior Subordinated Notes: semi-annual 
 payments of interest only, in arrears on  February 15 
 and August 15 of each year, maturing August 15, 2006...    $100,000        $100,000


 Outstanding portion of reducing revolver and  the 
 revolving credit line, due in quarterly installments 
 of principal (plus interest calculated using either the 
 Base rate or Eurodollar rate; the Eurodollar rate at
 September 30, 1997 and 1998 was 5.63% and  5.34%, 
 respectively, and the Base rate at September 30, 1997 
 and 1998 was 8.50% and 8.25%, respectively) due 
 July 31, 2001;  secured by substantially all real 
 property...............................................      14,500          23,250

                                      7

<PAGE>

 Notes payable to a corporation, due in a quarterly 
 principal installment of $90,000 (including monthly 
 interest at prime plus 2%, the rate at September 30, 
 1997 and 1998 was 10.5% and 10.25%, respectively), to 
 July 30, 1999 when principal balance is due; secured  
 by real property.......................................         959           1,144

 Notes Payable, Other...................................       2,526           2,775
                                                         -------------   ------------
                                                             117,985         127,169
 Less--Current Maturities...............................      (1,195)           (556)
                                                         -------------   ------------
                                                            $116,790        $126,613
                                                         -------------   ------------
                                                         -------------   ------------
</TABLE>

    Total interest expense for the first nine months of 1998 and 1997 was 
$10.0 million and $10.3 million, respectively.  

    The amount of credit available pursuant to the Credit Facility reduced to 
approximately $42.2 million on September 30, 1998 and, by its terms, the 
facility reduces by an additional $1,562,500 as of the end of each subsequent 
quarter until July 31, 2001 when it terminates and any balance then 
outstanding becomes due and payable. 

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 

                                      8
<PAGE>

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 
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. 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>
                                                        September 30,    December 31,
                                                            1998             1997
                                                        -------------    ------------
                                                        (Unaudited)
<S>                                                     <C>              <C>
 Current Assets..................................         $  17,686        $  18,230
 Property and equipment, net.....................           314,654          326,018
 Other assets....................................             1,860            2,306
                                                        -------------    ------------
         Total assets............................         $ 334,200        $ 346,554
                                                        -------------    ------------
                                                        -------------    ------------

 Current Liabilities.............................         $  15,546        $  22,939
 Long-term liabilities...........................           200,250          213,000
 Partners' equity................................           118,404          110,615
                                                        -------------    ------------
         Total liabilities and partners' equity..         $ 334,200        $ 346,554
                                                        -------------    ------------
                                                        -------------    ------------
</TABLE>

Summarized results of operations (in thousands):

                                      9

<PAGE>

<TABLE>
<CAPTION>
                                      Three Months Ended     Nine Months Ended
                                        September 30,          September 30,
                                     -------------------    --------------------
                                       1998       1997        1998        1997
                                     --------   --------    ---------   --------
<S>                                  <C>        <C>         <C>         <C>
 Net Revenues ...................    $ 43,840   $ 47,120    $ 123,215   $125,165
 Operating Expenses .............     (35,131)   (35,815)    (101,253)   (99,026)
                                     --------   --------    ---------   --------
 Operating Income................       8,709     11,305       21,962     26,139
 Other (Expense).................      (4,624)    (5,268)     (14,173)   (16,012)
                                     --------   --------    ---------   --------
 Net Income......................    $  4,085   $  6,037    $   7,789   $ 10,127
                                     --------   --------    ---------   --------
                                     --------   --------    ---------   --------
</TABLE>

                                      10

<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 in 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 thereon 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 SEPTEMBER 30, 1998 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1997

NET REVENUES

    Net revenues decreased by approximately $0.7 million, or 1.6%, to $43.8 
million for the three months ended September 30, 1998 compared to $44.5 
million for the same period in 1997. The Company did not recognize income 
(loss) from its unconsolidated affiliate during the third quarter of 1998 and 
1997 as the result of a priority allocation to Galleon, Inc. pursuant to the 
Joint Venture Agreement.  The Company's slight decrease in net revenues 
during the 1998 period is primarily a result of a decrease in table games and 
entertainment revenues. 

    Casino revenues increased slightly to $29.5 million for the three months 
ended September 30, 1998 compared to $29.4 million for the same period in 
1997.  The increase in casino revenues was due primarily to increased revenue 
from slots resulting primarily from an increase in volume as compared to the 
previous period.

    Food and beverage revenues increased by approximately 2.0% to $10.2 
million for the three months ended September 30, 1998 compared to $10.0 
million during the same period in 1997.  The increase was primarily due to 
increased food revenue resulting from an increase in customer counts compared 
with the prior period.

    Hotel revenues for the three months ended September 30, 1997 and 1998 
were comparable at $5.1 million.  An increase in the Company's hotel 
occupancy rate for the three months ended September 30, 1998 to approximately 
95% from 94% during the same period in 1997 and increased utilization of room 
amenities, such as in-room movies and telephone usage offset a decrease in 
the Company's average daily rate ("ADR") to approximately $65 in the third 
quarter of 1998 from $66 in the third quarter of 1997.   

                                      11

<PAGE>

    Entertainment revenues decreased by approximately $0.3 million, or 18.0%, 
to $1.6 million for the three months ended September 30, 1998 compared to 
$1.9 million during the same period in 1997.  The decrease  was due primarily 
to a decrease in the Eldorado Showroom occupancy in the 1998 period as 
compared to the 1997 period. 

    Promotional allowances expressed as a percentage of casino revenues were 
14.5% for the third quarter of 1998 compared to 12.6% for the same period in 
1997. The increase was primarily due to increased use of complimentaries to 
all levels of casino patrons and promotions related to the Eldorado Showroom.

OPERATING EXPENSES

    The Company's operating expenses increased by approximately $1.5 million, 
or 4.4%, to $36.4 million for the three months ended September 30, 1998 from 
$34.8 million during the same period in 1997.  This increase is primarily 
attributable to increased gaming, hotel and depreciation expenses.

    Casino expenses increased by $1.3 million, or 11.1%, to $13.0 million for 
the three months ended September 30, 1998 from $11.7 million during the same 
period in 1997 due to an increase in slot promotional expenses.

    Hotel expenses increased 3.8% to approximately $2.1 million for the three 
months ended September 30, 1998 from approximately $2.0 million primarily due 
to slight increases in payroll and operating expenses.

    Food and beverage expenses were comparable at $7.7 million in the third 
quarter of 1998 and 1997.

    Entertainment expenses were comparable at $1.1 million in the third 
quarter of 1998 and 1997. 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES

    Selling, general and administrative expenses and management fees 
decreased by 1.4% to $8.0 million for the three months ended September 30, 
1998 from $8.1 million during the same period in 1997.  The decrease was 
primarily due to a decrease in the employee bonus accrual as compared to the 
1997 period.

DEPRECIATION

    Depreciation for the three months ended September 30, 1998 was $3.5 
million compared to $3.3 million for the same period in 1997, an increase of 
6.1%.  The increase was primarily attributable to casino and hotel 
refurbishments completed during the first quarter of 1998.

INTEREST EXPENSE, NET

    Interest expense, net of capitalized interest and interest income, 
decreased 6.9% to $3.3 million in the third 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 third quarter of 1998, as compared to the same 
period in 1997.  The Company capitalized interest of approximately $13,000 
for the three months ended September 30, 1998 compared to $37,000 during the 
same period in 1997.   

NET INCOME

    As a result of the factors described above, net income for the three 
months ended September 30, 1998 declined by 32.3% to $4.2 million compared to 
a net income of $6.2 million during the same period in 1997.

                                      12

<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1997

NET REVENUES

    Net revenues decreased by approximately $0.3 million to $118.6 million 
for the nine months ended September 30, 1998 compared to $118.9 million for 
the same period in 1997.  The Company's slight decrease in net revenues is a 
result of decreased gaming revenues.    
                                          
     Casino revenues decreased by approximately $1.4 million, or 1.7%, to 
$78.6 million for the nine months ended September 30, 1998 compared to $79.9 
million for the same period in 1997.  The decrease in casino revenues was due 
primarily to decreased revenue from slots resulting from a decrease in volume 
compared to the previous period.
                                          
    Food and beverage revenues increased by approximately 1.4% to $28.4 
million for the nine months ended September 30, 1998 compared to $28.0 
million during the same period in 1997 primarily as a result of increased 
beverage revenue.

    Hotel revenues increased to $14.0 million for the nine months ended 
September 30, 1998 from $13.7 million for the same period in 1997 despite a 
decrease in the Company's average daily rate ("ADR") by approximately $1 in 
the first nine months of 1998 compared to the same period in 1997. The 
increase is primarily a result of an increase in the Company's hotel 
occupancy rate for the nine months ended September 30, 1998 to approximately 
94% from 92% during the same period in 1997.

    Entertainment revenues increased by approximately 41.2% or $1.3 million to 
$4.5 million for the nine months ended September 30, 1998 compared to $3.2 
million during the same period in 1997.  The increase in revenues was due 
primarily to the Eldorado Showroom which had a full nine months of operations 
in the 1998 period as compared to five months of operations in the 1997 
period.

    Other revenues decreased by approximately $0.4 million or 6.9%, to $4.8 
million for the nine months ended September 30, 1998 as compared to $5.2 
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 
14.8% for the nine months ended September 30, 1998 compared to 13.9% for the 
same period in 1997 as a result of an increase in slot promotions and 
promotions related to the Eldorado Showroom in the 1998 period.

OPERATING EXPENSES

    The Company's operating expenses increased approximately 5.0% to $102.2 
million for the nine months ended September 30, 1998 from $97.3 million 
during the same period in 1997.  This increase is primarily attributable to 
increased gaming, entertainment and depreciation expenses.

    Casino expenses increased by approximately 5.1% to $35.8 million for the 
nine months ended September 30, 1998 from $34.1 million during the same 
period in 1997 primarily due to increased slot promotional expenses and the 
addition of a poker room in May 1998.  

    Food and beverage expenses increased by approximately $0.5 million, or 
2.3%, to $21.3 million for the nine months ended September 30, 1998 from 
$20.9 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 approximately $1.7 million to $3.6 
million for the nine months ended September 30, 1998 from $2.0 million during 
the same period in 1997.  The increase was primarily due to Eldorado 
Showroom's additional months of operation in the 1998 period as compared to 
the 1997 period. The decrease in operating margin is a result of decreased 
occupancy as compared to the previous period.

                                      13

<PAGE>

    Hotel expenses increased slightly to $5.9 million for the nine months 
ended September 30, 1998 from $5.6 million primarily due to a slight increase 
in payroll and marketing expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES

    Selling, general and administrative expenses and management fees 
decreased by 4.0% to $22.3 million for the nine months ended September 30, 
1998 from $23.2 million during the same period in 1997.  The decrease was 
primarily due to a decrease in the employee bonus accrual for the nine months 
ended September 30, 1998 as compared to the same period in 1997.

DEPRECIATION

    Depreciation for the first nine months of 1998 was $10.2 million compared 
to $9.1 million for the first nine months of 1997, an increase of 12.6%.  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 $10.0 million for the first nine months ended September 
30, 1998 compared to $10.3 million for the same period in 1997.  Interest 
expense decreased as a result of a decrease in the average outstanding 
borrowings during the first nine months ended September 30, 1998, as compared 
to the same period in 1997.  The Company capitalized interest of 
approximately $66,000 for the nine months ended September 30, 1998 compared 
to $235,000 during the same period in 1997. 

NET INCOME

    As a result of the factors described above, net income for the nine 
months ended September 30, 1998 declined by 43.6% to $6.3 million compared to 
a net income of $11.2 million during the same period in 1997.

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 $26.6 million for the nine months 
ended September 30, 1998, as compared to $30.6 million during the same period 
in 1997.  Net cash provided by operating activities for the nine months ended 
September 30, 1998 and 1997 was $15.4 million and $15.3 million, 
respectively. 

    At September 30, 1998, the Company had $6.0 million of cash and cash 
equivalents and $26.6 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 $42.2 million on September 30, 1998 and, by its 
terms, the facility reduces by an additional $1,562,500 as of the end of each 
subsequent quarter until July 31, 2001 when it terminates and any balance 
then outstanding becomes due and payable.

                                      14

<PAGE>

    As of September 30, 1998, the Company had $100 million in aggregate 
principal amount of 10 1/2% Notes outstanding, approximately $14.5 million 
outstanding under the Credit Facility and $3.3 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 nine months ended September 30, 1998, Resorts made 
distributions of $1.4 million to its members as compared with distributions 
of $7.0 million during the same period in 1997.

    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 nine months ended September 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, signage 
and building facade refurbishment of $0.5 million, construction of a new 
mezzanine slot area located across from Brew Brothers, which opened in 
February 1998, of $0.7 million in addition to recurring capital expenditures. 
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 nine 
months ended September 30, 1998 were $4.8 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.

YEAR 2000 READINESS DISCLOSURE

BACKGROUND

     In the past, many computer software programs were written using two 
digits rather than four to define the applicable year.  As a result, 
information technology such as date-sensitive computer software ("IT") as 
well as non-IT systems such as equipment containing microcontrollers or other 
embedded technology may recognize a date using "00" as the year 1900 rather 
than the year 2000 (the "Year 2000").  The inability of date-sensitive IT and 
non-IT systems and equipment using two digits rather than four to 
differentiate between the years 1900 and 2000 may cause such systems and 
equipment to fail or create erroneous results at January 1, 2000 (a "Year 
2000 Disruption").

RISK FACTORS

     There is worldwide concern that Year 2000 Disruptions could wreak havoc 
on global economies, including the U.S. domestic economy.  The extent of the 
potential impact from Year 2000 Disruptions is not yet known, and may not be 
adequately identified prior to the Year 2000.  In the event of a significant 
adverse impact on the global economies or on the U.S. domestic economy, the 
Company may be materially and adversely impacted, even if its own IT and 
non-IT systems and equipment are Year 2000 compliant.

     Date-sensitive IT and non-IT systems and equipment are utilized in 
virtually all aspects of the hotel, casino and related operations at the 
Eldorado and at the Company's 50% owned joint venture property, Silver 
Legacy. While task forces have initiated programs at the Eldorado and Silver 
Legacy to identify the date-sensitive IT and non-IT systems and equipment at 
these properties and to take such actions as may be necessary to make such 
systems and equipment Year 2000 compliant, a Year 2000 Disruption could occur 
in hotel, casino and related IT and non-IT systems and equipment utilized at 
the Eldorado and/or Silver Legacy due to a failure of such systems and 
equipment to be Year 2000 compliant.  Depending on the severity and duration, 
any such Year 2000 Disruption could have a material adverse impact on the 
Company.

     In addition to the risks associated with a Year 2000 Disruption from the 
failure of the IT and non-IT systems and equipment at the Eldorado and Silver 
Legacy, the Company is exposed to the risk that one or more of the suppliers 
of critical goods or services could experience a Year 2000 Disruption that 
impacts the ability of such suppliers to provide all of the goods and 
services required in the operation of the Eldorado and/or Silver Legacy.  The 
Company believes that the impact of such an interruption in the delivery of 
goods would be limited due to the availability of alternative suppliers of 
the essential goods utilized in the operations conducted at the Eldorado and 
Silver Legacy, although no assurances can be given that a Year 2000 
Disruption will not materially disrupt the ability to secure delivery of such 
goods from any source.

     A Year 2000 Disruption of essential services to the Eldorado or Silver 
Legacy, such as utilities or banking services, could, depending on the extent 
of the disruption, have a material adverse impact on the Company.  Because 
the Eldorado and Silver Legacy obtain their utilities from the same providers 
that serve all of the greater Reno area and there are no alternative sources 
from which to obtain such services (other than limited-capacity generators 
for the production of electricity during short-term emergency situations), a 
Year 2000 Disruption in the delivery of power, natural gas or water would 
most likely impact all or a significant portion of the Reno area, including 
the Eldorado and Silver Legacy, and would require that such properties be 
closed for the duration of any extended interruption of such service.  While 
an interruption in telephone service might not require that the affected 
properties be closed, such an interruption could, depending on the nature and 
duration of the interruption, have a material adverse effect on operations at 
the Eldorado and Silver Legacy.

     The Company is exposed to the risk that a Year 2000 Disruption could 
result in a significant interruption of banking services in the Reno area.  A 
significant number of the Eldorado's and Silver Legacy's customers depend on 
credit card processing and automated teller machines to access cash or credit 
during their visits to the Eldorado and Silver Legacy.  In addition, the 
Eldorado and Silver Legacy depend on a reliable source of cash to fund the 
day-to-day casino operations at those properties.  Accordingly, any 
interruption of banking services could, depending upon the nature and 
duration of the interruption, have a material adverse effect on operations at 
the Eldorado and Silver Legacy.

     The Company is also exposed to the risk that a Year 2000 Disruption 
could result in a significant interruption of airline service to the Reno 
area.  The Company believes that a significant number of the Eldorado's and 
Silver Legacy's customers (including hotel guests and walk-in customers at 
the casinos) depend on the airlines for their travel to and from Reno.  
Accordingly, any such interruption of airline service could, depending upon 
the extent of the interruption, have a material adverse effect on operations 
at the Eldorado and Silver Legacy.

APPROACH

     The Company has established a task force to coordinate its response to 
the Year 2000.  This task force includes the Company's Chief Financial 
Officer, Manager of Internal Audit, the Director of Information Services as 
well as support staff.  An outside consultant was also engaged who assisted 
in establishing a Year 2000 compliance program for the Company at the 
Eldorado.

     A separate task force has been established by the Silver Legacy Joint 
Venture at the Silver Legacy to coordinate the response to the Year 2000 at 
that property.  This task force includes Silver Legacy's Director of Finance 
and Administration and its Director of Information Services as well as 
support staff.

     The Year 2000 compliance programs developed for the Eldorado and Silver 
Legacy consist of the following phases:


     PHASE 1   Compilation of an inventory of IT and non-IT systems and
               equipment that may cause a Year 2000 Disruption ("Critical
               Systems and Equipment").

     PHASE 2   Identification and prioritization of the Critical Systems and
               Equipment from the inventory compiled in Phase 1 and inquiries
               of third parties with whom the Eldorado or Silver Legacy does
               significant business (i.e., vendors and suppliers) as to the
               state of their Year 2000 readiness.

     PHASE 3   Analysis of the identified Critical Systems and Equipment to
               determine which systems and equipment are not Year 2000 compliant
               and evaluation of the costs to repair or replace those systems
               and equipment.

     PHASE 4   Repair or replacement and testing of noncompliant Critical
               Systems and Equipment and the testing of Critical Systems and
               Equipment for which representation as to Year 2000 compliance has
               not been received or for which representation has been received
               but has not been confirmed.

     Neither the Eldorado nor Silver Legacy is currently planning to use any 
independent verification and validation process to assure the reliability of 
their risk and cost estimates.  However, this position will continue to be 
reevaluated as the Year 2000 compliance programs proceed at the Eldorado and 
Silver Legacy.

STATUS

     Phases 1 and 2 are substantially complete at the Eldorado and Silver 
Legacy but for the process of making inquiries of third parties as to their 
Year 2000 readiness, which is currently ongoing with respect to each 
property. To date neither the Eldorado nor Silver Legacy has been advised by 
any significant third party supplier of goods or services that it will not be 
fully Year 2000 compliant by the Year 2000.  All initial inquiries to 
identified significant third party vendors and suppliers have been completed 
by the Eldorado and Silver Legacy.  The initial third party inquiries to the 
remaining third party vendors and suppliers are expected to be completed by 
January 31, 1999.

     Phases 3 and 4 are ongoing at the Eldorado and Silver Legacy.  September 
30, 1999 has been established as the current target date to complete the Year 
2000 compliance program at both properties. Based upon the analysis conducted 
to date, the Company believes all of the Critical Systems and Equipment at 
the Eldorado and Silver Legacy are either currently Year 2000 compliant or 
will be Year 2000 compliant by September 30, 1999, although there can be no 
assurance as to the ability to achieve full Year 2000 compliance at either 
property.  The most significant aspect of the Eldorado's Year 2000 compliance 
that has been identified is the software modification of the property's 
casino system. The most significant aspect of Silver Legacy's Year 2000 
compliance that has been identified is the replacement of that property's 
non-Year 2000 compliant personal computers.

COSTS

     The total cost to the Company of making its systems at the Eldorado Year 
2000 compliant, including estimated costs of remediation or replacement and 
testing, is currently estimated to be in the range of $800,000 to $1 million. 
This current estimate includes the following:  (i) $670,000 to $840,000 
relating to software modification, of which approximately $100,000 had been 
incurred at September 30, 1998; and (ii) $130,000 to $160,000 to replace 
problem systems and equipment, of which approximately $20,000 had been 
incurred at September 30, 1998.  The replacement of problem systems and 
equipment costs will be capitalized and depreciated over their expected 
useful lives.  To the extent existing hardware or software is replaced, the 
Company will recognize a loss currently for the undepreciated balance.  This 
loss is included in the above cost estimate.  Furthermore, all costs related 
to software modification, as well as all costs associated with the Company's 
administration of its Year 2000 project, are being expensed as incurred.

     The total cost to Silver Legacy of making the systems at that property 
Year 2000 compliant, including estimated costs of remediation or replacement 
and testing, is currently estimated to be in the range of $500,000 to 
$750,000, none of which had been incurred at September 30, 1998.  The current 
estimated cost relating to Silver Legacy's software modification is $200,000 
to $250,000.  The current estimated costs to replace Silver Legacy's problem 
systems and equipment is $300,000 to $500,000.  The replacement of problem 
systems and equipment costs will be capitalized and depreciated over their 
expected useful lives.  To the extent existing hardware or software is 
replaced, the Silver Legacy will recognize a loss currently for the 
undepreciated balance.  This loss is included in the above cost estimate.  
Furthermore, all costs related to software modification, as well as all costs 
associated with the Silver Legacy's administration of its Year 2000 project, 
are being expensed as incurred.

     The Company believes the most significant risk of a Year 2000 Disruption 
at the Eldorado or Silver Legacy is the loss of utilities at those 
properties, particularly power or water, as to which a contingency plan is 
not feasible. The Eldorado and Silver Legacy are in the initial stages of 
evaluating various alternatives to other potential Year 2000 Disruptions that 
might occur at the Eldorado or Silver Legacy.

     The source of funding of the costs incurred in connection with the Year 
2000 compliance programs at the Eldorado and Silver Legacy is anticipated to 
be the operating cash flows at the respective properties.

     There can be no assurance that as yet unidentified costs will not be
incurred in connection with the Year 2000 compliance program at the Eldorado or
at Silver Legacy or that the costs actually incurred to achieve full Year 2000
compliance at either property will not be materially higher than currently
estimated.

FORWARD-LOOKING STATEMENTS

    Certain information included in this report and other materials filed or 
to be filed by the Company with the Securities and Exchange Commission (as 
well as information included in oral statements or written statements made or 
to be made by the Company) contains statements that are forward-looking 
within the meaning of Section 27A of the Securities Act of 1933, as amended, 
and Section 21E of the Securities Exchange Act of 1934, as amended.  Such 
statements include information relating to current expansion projects, plans 
for future expansion projects and other business development activities as 
well as other capital spending, financing sources, Year 2000 compliance and 
effects of regulation (including gaming and tax regulation) and competition.  
Such forward-looking information involves important risks and uncertainties 
that could significantly affect anticipated results in the future and, 
accordingly, such results may differ from those expressed in any 
forward-looking statements made by or on behalf of the Company.  These risks 
and uncertainties include, but are not limited to, those relating to 
development and construction activities, dependence on existing management, 
leverage and debt service (including sensitivity to fluctuations in interest 
rates), domestic or global economic conditions, changes in Federal or state 
tax laws or the administration of such laws, changes in gaming laws or 
regulations (including the legalization of gaming in certain jurisdictions) 
and applications for licenses and approvals under applicable laws and 
regulations (including gaming laws and regulations).

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
                     --------------           -----------


                                      15

<PAGE>


              27                       FINANCIAL DATA SCHEDULE
                                       FOR THE NINE MONTHS 
                                       SEPTEMBER 30, 1998

         (b)  REPORTS ON FORM 8-K

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


                                      16

<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:  November 12, 1998     By:   /s/  DONALD L. CARANO
                                --------------------------------------
                                Donald L. Carano
                                Chief Executive Officer, President and
                                Presiding Manager




Date:  November 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:  November 12, 1998     By:   /s/  DONALD L. CARANO
                                --------------------------------------
                                Donald L. Carano
                                President




Date: November 12, 1998      By:   /s/  GENE R. CARANO
                                --------------------------------------
                                Gene R. Carano
                                Treasurer (Principal Financial and
                                Accounting Officer)


                                      17

<PAGE>

                                EXHIBITS INDEX


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

  27                         Financial Data Schedule
                             For the nine months
                             September 30, 1998



                                      18