---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

Form 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED June 30, 2001.

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
Nevada(State or other jurisdiction of
incorporation or organization)

88-0115550
88-0367075(I.R.S. Employer Identification No.)


345 North Virginia Street, Reno, Nevada 89501(Address of principal executive offices, including zip code)

(775) 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 10, 2001: 2,500 shares.

---

---

---



ELDORADO
RESORTS LLC
ELDORADO CAPITAL CORP.

FORM 10-Q

TABLE OF CONTENTS

|           |         |                                                                      |                                                                                       | Page No.
|---------- | ------- | -------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------
|PART I.    |         | FINANCIAL INFORMATION                                                |                                                                                       |         
|           | ITEM 1. |                                                                      | FINANCIAL STATEMENTS                                                                  |         
|           |         | Condensed Consolidated Balance Sheets                                |                                                                                       | 2       
|           |         | Condensed Consolidated Statements of Income and Comprehensive Income |                                                                                       | 4       
|           |         | Consolidated Statements of Members' Equity                           |                                                                                       | 5       
|           |         | Condensed Consolidated Statements of Cash Flows                      |                                                                                       | 6       
|           |         | Notes to Condensed Consolidated Financial Statements                 |                                                                                       | 7       
|           | ITEM 2. |                                                                      | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |         
|           | ITEM 3. |                                                                      | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                           |         
|PART II.   |         | OTHER INFORMATION                                                    |                                                                                       |         
|           | ITEM 6. |                                                                      | EXHIBITS AND REPORTS ON FORM 8-K                                                      |         
|SIGNATURES |         | 18                                                                  

1

---



FINANCIAL
INFORMATION

Item 1.  Financial Statements.

ELDORADO RESORTS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)

|                             |                           | June 30,
2001 |                      | December 31,
2000
|---------------------------- | ------------------------- | ------------- | -------------------- | -----------------
|
|ASSETS                       |                           |               |                      |                  
|Current assets:              |                           |               |                      |                  
|                             | Cash and cash equivalents |               | $                    | 8,313            
|                             | Accounts receivable, net  |               |                      | 2,776            
|                             | Inventories               |               |                      | 3,128            
|                             | Prepaid expenses          |               |                      | 1,473            
|                             |                           |               |                      |                  
|                             |                           |               | Total current assets |                  
|Investment in joint ventures |                           |               | 68,868               |                  
|Property and equipment, net  |                           |               | 145,318              |                  
|Other assets, net            |                           |               | 6,122                |                  
|                             |                           |               |                      |                  
|                             |                           |               | Total assets         |                  
|                             |                           |               |                      |                  

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

2

---



ELDORADO
RESORTS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)

|                                     |                                              | June 30,
2001 |         | December 31,
2000
|------------------------------------ | -------------------------------------------- | ------------- | ------- | -----------------
|
|LIABILITIES AND MEMBERS' EQUITY      |                                              |               |         |                  
|Current liabilities:                 |                                              |               |         |                  
|                                     | Current portion of long-term debt            |               | $       | 300              
|                                     | Current portion of capital lease obligations |               |         | 2                
|                                     | Accounts payable                             |               |         | 3,140            
|                                     | Construction and retention payables          |               |         | 82               
|                                     | Interest payable                             |               |         | 4,110            
|                                     | Accrued payroll, taxes and other accruals    |               |         | 8,428            
|                                     |                                              |               |         |                  
|                                     | Total current liabilities                    |               |         | 16,062           
|Long-term debt, less current portion |                                              |               | 115,002 |                  
|Other liabilities                    |                                              |               | 1,383   |                  
|                                     |                                              |               |         |                  
|                                     | Total liabilities                            |               |         | 132,447          
|Minority interest                    |                                              |               | 5,830   |                  
|Members' equity                      |                                              |               | 97,721  |                  
|                                     |                                              |               |         |                  
|                                     | Total liabilities and members' equity        |               | $       | 235,998          
|                                     |                                              |               |         |                  

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

3

---



ELDORADO
RESORTS LLC

CONDENSED CONSOLIDATED STATEMENTS OF INCOME  AND COMPREHENSIVE INCOME  (In thousands)    (unaudited)

|                                              |                                                  | Three Months Ended
June 30, |                          | Six Months Ended
June 30, |  
|--------------------------------------------- | ------------------------------------------------ | --------------------------- | ------------------------ | ------------------------- | -
|
|Operating Revenues:                           |                                                  |                             |                          |                           |  
|                                              | Casino                                           |                             | $                        | 26,011                    |  
|                                              | Food, beverage and entertainment                 |                             |                          | 12,215                    |  
|                                              | Hotel                                            |                             |                          | 4,902                     |  
|                                              | Equity in net income of unconsolidated affiliate |                             |                          | 3,685                     |  
|                                              | Other                                            |                             |                          | 1,407                     |  
|                                              |                                                  |                             |                          |                           |  
|                                              |                                                  |                             | 48,220                   |                           |  
|                                              | Less:  Promotional allowances                    |                             |                          | (4,490                    | )
|                                              |                                                  |                             |                          |                           |  
|                                              |                                                  |                             | Net revenues             |                           |  
|Operating Expenses:                           |                                                  |                             |                          |                           |  
|                                              | Casino                                           |                             |                          | 12,886                    |  
|                                              | Food, beverage and entertainment                 |                             |                          | 8,370                     |  
|                                              | Hotel                                            |                             |                          | 2,067                     |  
|                                              | Other                                            |                             |                          | 524                       |  
|                                              | Selling, general and administrative              |                             |                          | 6,742                     |  
|                                              | Management fees                                  |                             |                          | 301                       |  
|                                              | Depreciation                                     |                             |                          | 3,231                     |  
|                                              |                                                  |                             |                          |                           |  
|                                              |                                                  |                             | Total operating expenses |                           |  
|                                              |                                                  |                             |                          |                           |  
|Operating Income                              |                                                  |                             | 9,609                    |                           |  
|Interest Expense, net                         |                                                  |                             | (3,067                   | )                         |  
|                                              |                                                  |                             |                          |                           |  
|Net Income Before Minority Interest           |                                                  |                             | 6,542                    |                           |  
|Minority Interest in Net Income of Subsidiary |                                                  |                             | (141                     | )                         |  
|                                              |                                                  |                             |                          |                           |  
|                                              |                                                  |                             | Net Income               |                           | $
|                                              |                                                  |                             |                          |                           |  
|Unrealized Loss on Securities:                |                                                  |                             |                          |                           |  
|                                              | Unrealized holding loss arising during period    |                             |                          |                          |  
|                                              |                                                  |                             |                          |                           |  
|                                              |                                                  |                             | Comprehensive Income     |                           | $
|                                              |                                                  |                             |                          |                           |  

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

4

---



ELDORADO
RESORTS LLC

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY  (dollars in thousands)

|BALANCE, December 31, 2000 |               | $ | 94,751 |       
|-------------------------- | ------------- | - | ------ | ------
|(Unaudited)                |               |   |        |       
|                           | Net Income    |   |        | 6,720 
|                           | Distributions |   |        | (3,750
|                           |               |   |       
|BALANCE, June 30, 2001     |               | $ | 97,721 |       
|                           |               |   |       

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

5

---



ELDORADO
RESORTS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)    (unaudited)

|                                                  |                                                                                       | Six Months Ended
June 30, |                                                                                                                                       
|------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                                       |                           |                                                                                                                                       
|                                                  | Net Income                                                                            |                           | $                                                                                                                                     
|                                                  | Adjustments to reconcile net income to net cash provided by
    operating activities: |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Depreciation                                                                                                                          
|                                                  |                                                                                       |                           | Amortization of loan/bond costs                                                                                                       
|                                                  |                                                                                       |                           | Equity in net income of unconsolidated affiliate, net of distributions                                                                
|                                                  |                                                                                       |                           | Minority interest in net income of unconsolidated affiliate, net of distributions                                                     
|                                                  |                                                                                       |                           | (Gain) loss on sale of property and equipment                                                                                         
|                                                  | Decrease (Increase) in                                                               |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Accounts receivable, net                                                                                                              
|                                                  |                                                                                       |                           | Inventories                                                                                                                           
|                                                  |                                                                                       |                           | Prepaid expenses                                                                                                                      
|                                                  | Increase (Decrease) in                                                               |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Accounts payable, construction and retention payables, interest payable, accrued payroll, taxes, other accruals, and other liabilities
|                                                  |                                                                                       |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Net cash provided by operating activities                                                                                             
|                                                  |                                                                                       |                           |                                                                                                                                       
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                                       |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Purchases of property and equipment                                                                                                   
|                                                  |                                                                                       |                           | Proceeds from sale of property and equipment                                                                                          
|                                                  |                                                                                       |                           | (Increase) in joint venture investments                                                                                               
|                                                  |                                                                                       |                           | Decrease in other assets, net                                                                                                         
|                                                  |                                                                                       |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Net cash (used in) investing activities                                                                                               
|                                                  |                                                                                       |                           |                                                                                                                                       
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                                                       |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Proceeds from long-term and other debt                                                                                                
|                                                  |                                                                                       |                           | Principal payments on long-term and other debt                                                                                        
|                                                  |                                                                                       |                           | Distributions                                                                                                                         
|                                                  |                                                                                       |                           |                                                                                                                                       
|                                                  |                                                                                       |                           | Net cash (used in) financing activities                                                                                               
|                                                  |                                                                                       |                           |                                                                                                                                       
|DECREASE IN CASH AND CASH EQUIVALENTS             |                                                                                       |                           | (1,054                                                                                                                                
|                                                  | CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      |                           |                                                                                                                                       
|                                                  |                                                                                       |                           |                                                                                                                                       
|                                                  | CASH AND CASH EQUIVALENTS AT END OF PERIOD                                            |                           | $                                                                                                                                     
|                                                  |                                                                                       |                           |                                                                                                                                       
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                       |                           |                                                                                                                                       
|                                                  | Cash paid during period for interest                                                  |                           | $                                                                                                                                     
|                                                  |                                                                                       |                           |                                                                                                                                       

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

6

---



ELDORADO
RESORTS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 2001 and the results of operations and cash flows for the three and six month periods ended June 30, 2001 and 2000. The results of operations for such periods are
not necessarily indicative of the results to be expected for a full year. Certain reclassifications have been made to the year end financial information to conform with the current period presentation
which have no effect on net income.

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, 2000.

On
July 31, 1996, Resorts and Capital (the "Issuers") sold $100,000,000 in aggregate principal amount of 101/2% 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 101/2% 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.

7

---

Long
term debt consisted of the following (in thousands):

June 30,
2001

December 31,
2000(unaudited)101/2% 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

$
100,000Outstanding 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 June 30, 2001 and 2000 was 3.87% and
6.64%, respectively, and the Base rate at June 30, 2001 and 2000 was 6.75% and 9.50%, respectively) due July 31, 2001; secured by substantially all real property.


13,500


15,000Notes payable to individuals, due in monthly installments of $35 (including monthly interest at 9%), to August 14, 2006, when principal balance is due; secured by real property


1,711


1,839Notes Payable, Other


91


104115,302


116,943LessCurrent Maturities


(300
)

(15,287
)$
115,002

$
101,656


The
amount of credit available pursuant to the Credit Facility reduced to $25.0 million on June 30, 2001. For information concerning a new credit facility entered into
subsequent to June 30, 2001, see Note 5.

Effective
March 1, 1994, ELLC and Galleon, Inc. (a Nevada corporation owned and controlled by Mandalay Resort Group) 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

8

---

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 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 Mandalay Resort Group 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.

The
Company and its partner in the Silver Legacy are currently disputing the allocation of the capital accounts as well as the timing and sequencing of cash flow payments in the
future from the capital accounts from the Silver Legacy. In the opinion of management, the outcome of such disagreement will not have a material adverse impact on the Eldorado.

9

---

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):

June 30,
2001

December 31,
2000(unaudited)Current assets

$
20,918

$
21,951Property and equipment, net


284,298


288,883Other assets


515


1,010Total assets

$
305,731

$
311,844Current liabilities

$
20,515

$
21,427Long term liabilities


146,000


157,000Partners' equity


139,216


133,417Total liabilities and partners' equity

$
305,731

$
311,844


Summarized
results of operations (in thousands)(unaudited):

Three Months Ended
June 30,

Six Months Ended
June 30,2001

2000

2001

2000Net Revenues

$
45,390

$
48,667

$
83,129

$
88,382Operating Expenses


(34,279
)

(36,786
)

(65,608
)

(69,481
)Operating Income


11,111


11,881


17,521


18,901Other (Expense)


(3,741
)

(3,673
)

(7,722
)

(7,501
)Net Income

$
7,370

$
8,208

$
9,799

$
11,400


Effective
December 13, 2000, ELLC entered into an agreement to form Tamarack Crossings, LLC and Tamarack Partners, LLC, each a Nevada limited liability company (collectively
the "Tamarack Entities"), to develop, own and operate Tamarack Junction ("Tamarack"), a small casino to be located in south Reno, Nevada. In May 2001, the Tamarack Entities consummated a plan
of merger with Tamarack Crossings, LLC being the surviving entity. In June 2001, ELLC entered into an agreement with the Sullivan Family Trust to reduce ELLC's percentage interest in Tamarack
Crossings, LLC to 21.25% from 42.5%. ELLC has an option to increase its percentage interest to 42.5% at a later date. As presently planned, Tamarack will have approximately 190 slot machines, a
sportsbook and a themed restaurant. Operations are currently expected to commence in September 2001. The business and affairs of the Tamarack will be managed by four members of Tamarack
Crossings, LLC, including ELLC, which has been designated "Chief Executive Manager" and will be responsible for overseeing the day-to-day operation of the Tamarack. At
June 30, 2001, ELLC's investment in Tamarack Crossings,

10

---

LLC was $2.9 million of a $3.4 million commitment of which $2.5 million was invested during the six months then ended. ELLC's contribution in Tamarack Crossings, LLC represents
its proportionate share of the total contributions for the members. Additional capital contributions of the members, including ELLC, may be required for certain purposes, including the payment of
operating costs and capital expenditures or the repayment of loans, to the extent such costs are not funded by prior capital contributions and earnings.

Effective
July 1, 2000, ELLC and Avereon Research LTD. ("ARL") entered into an agreement to form MindPlay, LLC (the "MindPlay Entity"), for the purpose of
developing, owning and marketing a sophisticated system which, if successfully completed, will permit the tracking and surveillance of pit gaming operations ("MindPlay"). MindPlay is in the
developmental stage and there is no assurance that the system will ever be successfully developed and marketed. The MindPlay Entity, in which ELLC owns a 19% interest, will be managed by a Board of
Managers, which will consist of three Managers designated by ARL and two Managers designated by ELLC. At June 30, 2001, ELLC's investment in the MindPlay Entity was $1.4 million of which
$1.1 million was invested during the six months then ended.

On
July 17, 2001, the Credit Facility was amended and restated (the "New Credit Facility"). The New Credit Facility provides for a senior secured revolving credit facility of
$40 million. The amount of credit available pursuant to the New Credit Facility reduces by $1.6 million on March 31, 2003 and at the end of each subsequent quarter until
March 31, 2006, when the facility terminates and any balance then outstanding becomes due and payable. Borrowings under the New Credit Facility bear interest, at the Company's option, at either
(i) the greater of (a) the rate publicly announced from time to time by Bank of America as its "Prime Rate" and (b) the Federal Funds Rate plus .50% ("Base Rate") or (ii) a
Eurodollar rate determined in accordance with the New Credit Facility. The New Credit Facility is secured by substantially all of the Company's real property. The facility includes various
restrictions and other covenants including: (i) restrictions on the disposition of property; (ii) restrictions on investments and acquisitions, (iii) restrictions on distributions
to members of Resorts, (iv) restrictions on the incurrence of liens and negative pledges, (v) restrictions on the incurrence of indebtedness and the issuance of guarantees,
(vi) restrictions on transactions with affiliates and, (vii) restrictions on annual capital expenditures including capital leases. The New Credit Facility also contains financial
covenants including a maximum total debt to EBITDA ratio, a maximum senior debt to EBITDA ratio, a minimum fixed charge coverage ratio and a minimum equity requirement.

11

---

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, Tamarack and MindPlay utilizing the equity method of accounting. Tamarack and MindPlay are currently in the
developmental stage. The Company's consolidated net income includes its proportional share of the Silver Legacy Joint Venture's net income 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, 2001 Compared to
Three Months Ended June 30, 2000

Net Revenues

Net revenues decreased by approximately $4.2 million, or 8.8%, to $43.7 million for the three months ended June 30, 2001 compared to
$48.0 million for the same period in 2000. The Company's decrease in net revenues included decreases in casino and food, beverage and entertainment revenues. Net revenues for the three months
ended June 30, 2001 include $3.7 million of income from the Company's unconsolidated affiliate, the Silver Legacy Joint Venture, as compared to $4.1 million for the same period in
2000.

Casino
revenues decreased by approximately $3.3 million, or 11.1%, to $26.0 million for the three months ended June 30, 2001 compared to $29.3 million for
the same period in 2000. The decrease in casino revenues was primarily due to lower slot revenue as a result of decreased slot volume for the three months ended June 30, 2001. A lower games
hold percentage also contributed to the decrease.

Food,
beverage and entertainment revenues decreased by approximately $0.5 million, or 3.8%, to $12.2 million for the three months ended June 30, 2001 compared to
$12.7 million during the same period in 2000. The decrease was due to lower occupancy in the showroom in the second quarter of 2001 compared to the same period in 2000.

Hotel
revenues increased by approximately $0.1 million, or 2.3%, to $4.9 million for the three months ended June 30, 2001 compared to $4.8 million during
the same period in 2000. The increase was due primarily to an increase in the Eldorado's average daily rate to approximately $63 in the

12

---

second quarter of 2001 as compared to approximately $62 in the second quarter of 2000. The hotel occupancy rate decreased slightly to approximately 95% in the second quarter of 2001 compared to
approximately 96% in the same period in 2000.

Promotional
allowances expressed as a percentage of casino revenues were 17.3% for the second quarter of 2001 compared to 14.4% for the same period in 2000.

Operating Expenses

The Company's operating expenses decreased by approximately $1.5 million, or 4.2%, to $34.1 million for the three months ended June 30,
2001 from $35.6 million during the same period in 2000. This decrease is primarily attributable to a decrease in selling, general and administrative expenses and management fees.

Casino
expenses decreased slightly to $12.9 million for the three months ended June 30, 2001 from $13.0 million during the same period in 2000 due to a reduction
in bad debt expense and gaming taxes.

Food,
beverage and entertainment expenses decreased by approximately $0.2 million, or 2.2%, to approximately $8.4 million for the three months ended June 30, 2001
from approximately $8.6 million during the same period in 2000. The decrease is primarily due to lower showroom professional services in the second quarter of 2001 compared to the second
quarter of 2000.

Hotel
expenses increased slightly to $2.1 million for the three months ended June 30, 2001 compared with $2.0 million during the same period in 2000 primarily due
to a slight increase in payroll expenditures.

Selling, General and Administrative Expenses and Management Fees

Selling, general and administrative expenses and management fees decreased by approximately 10.1% to $7.0 million for the three months ended
June 30, 2001 from $7.8 million during the same period in 2000. This is primarily due to decreases in advertising, payroll expenditures and accrued bonuses for the three months ended
June 30, 2001 as compared to the same period in 2000.

Depreciation

Depreciation for the three months ended June 30, 2001 was approximately $3.2 million compared to $3.4 million during the same period in
2000 due to certain assets becoming fully depreciated.

Interest Expense, Net

Interest expense, net of capitalized interest and interest income, decreased approximately $0.2 million, or 6.5%, to $3.1 million in the second
quarter of 2001 compared to $3.3 million for the same period in 2000 primarily as a result of a decrease in the average outstanding borrowings and a lower average interest rate in the second
quarter of 2001 as compared to the same period in 2000.

Net Income

As a result of the factors described above, net income for the three months ended June 30, 2001 decreased by approximately $2.5 million, or
28.3%, to $6.4 million compared to $8.9 million during the same period in 2000.

13

---

Six Months Ended June 30, 2001 Compared to
Six Months Ended June 30, 2000

Net Revenues

Net revenues decreased by approximately $8.6 million, or 9.7%, to $79.7 million for the six months ended June 30, 2001 compared to
$88.2 million for the same period in 2000. The decrease in net revenues during the 2001 period included decreases in casino and food, beverage and entertainment revenues. Net revenues for the
six months ended June 30, 2001 include $4.9 million of income from the Company's unconsolidated affiliate, the Silver Legacy Joint Venture, as compared to $5.7 million for the
same period in 2000.

Casino
revenues decreased by approximately $6.2 million, or 11.2%, to $48.9 million for the six months ended June 30, 2001 compared to $55.0 million for
the same period in 2000. The decrease in casino revenues was due primarily to a decrease in gaming volume as compared to the previous period.

Food,
beverage and entertainment revenues decreased by approximately $1.6 million, or 6.5%, to $23.1 million for the six months ended June 30, 2001 compared to
$24.7 million during the same period in 2000. The decrease is primarily a result of lower showroom occupancy for the first six months of 2001 as compared to the same period in 2000.

Hotel
revenues remained comparable at $8.8 million for the six months ended June 30, 2001 compared to the same period in 2000. The Eldorado's average daily rate
decreased slightly to approximately $57 for the six months ended June 30, 2001 as compared to approximately $58 for the same period in 2000. Hotel occupancy was approximately 93% for both the
2001 and 2000 periods.

Promotional
allowances expressed as a percentage of casino revenues were 17.5% for the six months ended June 30, 2001 compared to 15.5% for the same period in 2000.

Operating Expenses

The Company's operating expenses decreased by approximately $3.4 million, or 4.8%, to $66.6 million for the six months ended June 30, 2001
from $69.9 million during the same period in 2000. This decrease is primarily attributable to a decrease in casino expenses, food, beverage and entertainment expenses, selling, general and
administrative expenses and management fees.

Casino
expenses decreased by $0.7 million, or 2.9%, to $24.7 million for the six months ended June 30, 2001 from $25.4 million during the same period in
2000 primarily due to decreases in bad debt expense, gaming taxes and marketing expenditures.

Food,
beverage and entertainment expenses decreased by approximately $0.6 million, or 3.7%, to $16.2 million for the six months ended June 30, 2001 from
approximately $16.8 million during the same period in 2000. The decrease is primarily due to lower showroom professional services in the 2001 period.

Hotel
expenses increased slightly to $3.9 million for the six months ended June 30, 2001 compared to the same period in 2000 primarily due to a slight increase in
payroll expenditures.

Selling, General and Administrative Expenses and Management Fees

Selling, general and administrative expenses and management fees decreased by 7.1% to $14.4 million for the six months ended June 30, 2001
compared to $15.5 million during the same period in 2000. The decrease was primarily due to decreases in advertising, payroll expenditures and accrued bonuses offset slightly by an increase in
utility costs for the six months ended June 30, 2001 as compared to the 2000 period.

Depreciation

Depreciation for the six months ended June 30, 2001 was $6.5 million compared to $6.8 million for the same period in 2000, a decrease of
4.1%, due to certain assets becoming fully depreciated.

14

---

Interest Expense, Net

Interest expense, net of capitalized interest and interest income, decreased by approximately $0.4 million, or 6.4%, to $6.2 million for the six
months ended June 30, 2001 compared to $6.6 million for the same period in 2000 primarily as a result of a decrease in the average outstanding borrowings and a lower average interest
rate during the first six months of 2001 as compared to the same period in 2000.

Net Income

As a result of the factors described above, net income for the six months ended June 30, 2001 decreased by approximately $4.8 million, or 41.4%,
to $6.7 million compared to $11.5 million during the same period in 2000.

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 and
the issuance in July 1996 of $100 million in aggregate principal amount of 101/2% Senior Subordinated Notes due 2006 (the "101/2% Notes"). Since
1996, the Company has completed several expansion and remodeling projects, accounting for a significant use of cash flow from operations and borrowed funds. The Company's earnings before interest,
taxes, depreciation and amortization as adjusted to exclude equity in net income of its unconsolidated affiliate was $14.7 million for the six months ended June 30, 2001, as compared to
$19.4 million during the same period in 2000. Net cash provided by operating activities was $11.7 million for the six months ended June 30, 2001 compared to $12.2 million
for the same period of the prior year.

At
June 30, 2001, the Company had $8.3 million of cash and cash equivalents and $10.8 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 101/2% Notes were used to repay a portion of the
indebtedness under the Loan Agreement dated as of March 25, 1994, between the Company, the banks named therein and Bank of America NT&SA, as administrative agent (the "Former Credit Facility").
The Former Credit Facility 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 $25.0 million on June 30, 2001. On July 17, 2001, the
Credit Facility was amended and restated (the "New Credit Facility"). The New Credit Facility provides for a senior secured revolving credit facility of $40 million. The amount of credit
available pursuant to the New Credit Facility reduces by $1.6 million on March 31, 2003 and at the end of each subsequent quarter until March 31, 2006, when the facility
terminates and any balance then outstanding becomes due and payable. Borrowings under the New Credit Facility bear interest, at the Company's option, at either (i) the greater of (a) the
rate publicly announced from time to time by Bank of America as its "Prime Rate" and (b) the Federal Funds Rate plus .50% ("Base Rate") or (ii) a Eurodollar rate determined in accordance
with the New Credit Facility. The New Credit Facility is secured by substantially all of the Company's real property. The facility includes various restrictions and other covenants including:
(i) restrictions on the disposition of property; (ii) restrictions on investments and acquisitions, (iii) restrictions on distributions to members of Resorts,
(iv) restrictions on the incurrence of liens and negative pledges, (v) restrictions on the incurrence of indebtedness and the issuance of guarantees, (vi) restrictions on
transactions with affiliates and, (vii) restrictions on annual capital expenditures including capital leases. The New Credit Facility also contains financial covenants including a maximum total
debt to EBITDA ratio, a maximum senior debt to EBITDA ratio, a minimum fixed charge coverage ratio and a minimum equity requirement.

15

---

As of June 30, 2001, the Company had outstanding (i) $100 million in aggregate principal amount of 101/2% Notes, (ii) $13.5 million
of borrowings and an additional $0.7 million of letters of credit under the Credit Facility and (iii) $1.5 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 member's 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, 2001, Resorts made distributions of $3.75 million to its members as compared to $3.3 million during the same period in 2000.

During
the six months ended June 30, 2001, the Company's principal uses of funds remaining after the aforementioned distributions were related to debt service, our investments
in MindPlay and Tamarack Junction, discussed in Note 4, and recurring capital expenditures. Total capital expenditures for the six months ended June 30, 2001 were $3.7 million.

The
Company's future sources of liquidity are anticipated to be from its operating cash flow, funds available from the New 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.

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. These statements can be identified by the fact that they do not relate strictly to historical or
current facts. The Company has based these forward-looking statements on its current expectations about future events. These forward-looking statements include statements with respect to the Company's
beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance and business, including, current and future operations and
statements that include the words "may", "could", "should", "would", "believe", "expect", "anticipate", "estimate", "intend", "plan" or similar expressions. Such statements include information
relating to capital spending, financing sources and the 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 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), risks and uncertainties relating to any development and construction activities and applications for licenses and approvals under applicable laws and regulations (including gaming laws
and regulations). Additional information concerning potential factors that we think could cause our actual results to differ materially from expected and historical results is included under the
caption "Factors that May Affect the Company's Future Results" in Item 1 of our annual report on Form 10-K for the year ended December 31, 2000. This statement is provided as
permitted by the Private Securities Litigation Reform Act of 1995.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not
applicable.

16

---

PART II        OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K





Exhibit Number

Description4.8

Second Amended and Restated Loan Agreement dated as of June 29, 2001 among Eldorado Resorts LLC and Bank of America, N.A. (formerly Bank of America National Trust and Savings Association), as sole initial Bank, Issuing Bank and Administrative
Agent.10.14

Articles of Merger dated May 31, 2001 by and between Tamarack Partners, LLC and Tamarack Crossings, LLC.10.15

Unit Option Agreement dated June 29, 2001 by and among The Robert and Nana Sullivan Family Trust and Eldorado Resorts LLC.10.16

First Amendment to Operating Agreement of Tamarack Crossings, LLC dated as of June 29, 2001 by and among Eldorado Resorts LLC, The Robert and Nana Sullivan Family Trust, Robert G. Armstrong, Donald L. Carano and Patrick C. Sullivan.






17

---





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:  August 10, 2001 |  | By:                    | /S/  Donald L. CaranoDonald L. Carano
Chief Executive Officer, President and
Presiding Manager                                  
|                       |  |                        |                                                                                                                                 
|Date:  August 10, 2001 |  | By:                    | /S/  Robert M. JonesRobert M. Jones
Chief Financial Officer of
Eldorado Resorts LLC (Principal
Financial and Accounting Officer)
|                       |  |                        |                                                                                                                                 
|                       |  | ELDORADO CAPITAL CORP.
|                       |  |                        |                                                                                                                                 
|Date:  August 10, 2001 |  | By:                    | /S/  Donald L. CaranoDonald L. Carano
President                                                                                 
|                       |  |                        |                                                                                                                                 
|Date:  August 10, 2001 |  | By:                    | /S/  Gene R. CaranoGene R. Carano
Treasurer (Principal Financial and
Accounting Officer)                                        

18

---

QuickLinks