SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549 Form 10-Q S
  QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2001.OR£
  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
  ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
  ________________.
 Commission
file number 333-11811  ELDORADO
  RESORTS LLCELDORADO CAPITAL CORP.(Exact names of registrants as specified in their charters)  Nevada
  88-0115550Nevada
  88-0367075(State
  or other jurisdiction of incorporation or organization)
  (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.   YesSNo£ Number of shares of common stock of
Eldorado Capital Corp. outstanding at May 11, 2001: 2,500 shares.   ELDORADO
RESORTS LLC
ELDORADO CAPITAL CORP.

FORM 10-Q

TABLE
OF CONTENTS



PART
  I.
  FINANCIAL
  INFORMATIONItem
  1.
  FINANCIAL
  STATEMENTSCondensed Consolidated
  Balance SheetsCondensed
  Consolidated Statements of Income and Comprehensive IncomeConsolidated
  Statements of Members EquityCondensed
  Consolidated Statements of Cash FlowsNotes
  to Condensed Consolidated Financial StatementsItem
  2.
  MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Item
  3.
  QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSPART
  II.
  OTHER
  INFORMATIONItem
  6.
  EXHIBITS
  AND REPORTS ON FORM 8-KSIGNATURES

FINANCIAL  INFORMATION







Item 1.  Financial
Statements.







ELDORADO
RESORTS LLC



CONDENSED
CONSOLIDATED BALANCE SHEETS



(In
thousands)




March
  31,
  December
  31,2001
  2000(unaudited)ASSETSCurrent assets:Cash and cash equivalents
  $7,370
  $9,367Accounts receivable, net
  3,002
  4,466Inventories
  3,038
  3,296Prepaid expenses
  1,808
  1,647Total current assets
  15,218
  18,776Investment in joint
  venture
  62,822
  61,608Property and
  equipment,  net
  146,898
  148,117Other assets, net
  9,279
  7,224Total assets
  $234,217
  $235,725The accompanying notes are an integral
part of these condensed consolidated statements.

ELDORADO
RESORTS LLC



CONDENSED CONSOLIDATED BALANCE SHEETS



(In
thousands)




March
  31,
  December
  31,2001
  2000(unaudited)LIABILITIES AND
  MEMBERS EQUITYCurrent liabilities:Current portion of long-term
  debt
  $17,544
  $15,287Current portion of capital
  lease obligations
  34
  88Accounts payable
  3,490
  3,452Construction and retention
  payables
  29
  170Interest payable
  1,524
  4,112Accrued payroll,  taxes and other accruals
  8,833
  9,176Total current liabilities
  31,454
  32,285Long-term debt, less
  current portion
  101,580
  101,656Other liabilities
  1,348
  1,314Total liabilities
  134,382
  135,255Minority interest
  5,765
  5,719Members equity
  94,070
  94,751Total liabilities and members
  equity
  $234,217
  $235,725The accompanying notes are an integral
part of these condensed consolidated statements.

ELDORADO
RESORTS LLC

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

(unaudited)



Three
  Months Ended March 31,2001
  2000Operating Revenues:Casino
  $22,843
  $25,770Food, beverage and entertainment
  10,909
  12,031Hotel
  3,849
  4,025Equity in net income of
  unconsolidated affiliate
  1,214
  1,596Other
  1,205
  1,16140,020
  44,583Less:  Promotional allowances
  (4,079)
  (4,305)Net revenues
  35,941
  40,278Operating Expenses:Casino
  11,768
  12,370Food, beverage and entertainment
  7,842
  8,273Hotel
  1,870
  1,833Other
  408
  857Selling, general and administrative
  6,863
  7,166Management fees
  446
  450Depreciation
  3,242
  3,376Total operating expenses
  32,439
  34,325Operating Income
  3,502
  5,953Interest Expense, net
  (3,137)
  (3,350)Net Income Before
  Minority Interest
  365
  2,603Minority Interest in
  Net Income of Subsidiary (Note 4)
  (46)
  (61)Net Income
  $319
  $2,542Unrealized Loss On Securities:Unrealized holding loss arising during
  period
  
  (244)Comprehensive Income
  $319
  $2,298The accompanying notes are an integral
part of these condensed consolidated statements.

ELDORADO
RESORTS LLC

CONSOLIDATED
STATEMENTS OF MEMBERS EQUITY
(dollars in thousands)



BALANCE,
  December 31, 2000
  $94,751(Unaudited)Net Income
  319Distributions
  (1,000)BALANCE,
  March 31, 2001
  $94,070The accompanying notes are an integral
part of these condensed consolidated statements.

ELDORADO
RESORTS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)

(unaudited)

Three
  Months Ended March 31,2001
  2000CASH FLOWS FROM
  OPERATING ACTIVITIES:Net Income
  $319
  $2,542Adjustments to reconcile net income
  to net cash provided by operating activities:Depreciation
  3,242
  3,376Amortization of
  loan/bond costs
  170
  155Equity in net income
  of unconsolidated affiliate
  (1,214)
  (1,596)Minority interest in
  net income of unconsolidated affiliate
  46
  61(Gain)/Loss on sale of
  property and equipment
  (12)
  5Decrease (Increase) inAccounts receivable, net
  1,464
  (371)Inventories
  258
  57Prepaid expenses
  (161)
  131Decrease inAccounts payable,
  construction and retention payables, interest                            payable, accrued payroll, taxes, other
  accruals and other liabilities
  (3,000)
  (3,853)Net cash provided by
  operating activities
  1,112
  507CASH FLOWS FROM
  INVESTING ACTIVITIES:Purchases of property and equipment
  (2,023)
  (2,603)Proceeds from sale of
  property and equipment
  12
  50(Increase) Decrease in
  other assets, net
  (2,225)
  26Net cash used in
  investing activities
  (4,236)
  (2,527)CASH FLOWS FROM
  FINANCING ACTIVITIES:Proceeds from
  long-term and other debt
  7,500
  8,250Principal payments on
  long-term and other debt
  (5,373)
  (7,510)Distributions
  (1,000)
  Net cash provided by
  financing activities
  1,127
  740DECREASE IN CASH AND
  CASH EQUIVALENTS
  (1,997)
  (1,280)CASH AND  CASH EQUIVALENTS AT BEGINNING OF PERIOD
  9,367
  9,005CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $7,370
  $7,725SUPPLEMENTAL
  DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during period for interest
  $5,596
  $5,796The accompanying notes are an integral
part of these condensed consolidated statements.

ELDORADO
RESORTS LLC

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.          General

The
condensed consolidated financial statements include the accounts of Eldorado
Resorts LLC (Resorts), a Nevada limited liability company, which is the
successor entity to Eldorado Hotel Associates Limited Partnership (the
Predecessor Partnership) pursuant to a reorganization effective July 1, 1996,
Eldorado Capital Corp. (Capital), a Nevada corporation and wholly-owned
subsidiary of Resorts, and a majority owned subsidiary, Eldorado Limited
Liability Company (ELLC) (together, the Company). All significant
intercompany accounts and transactions have been eliminated in consolidation.

In
the opinion of Management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of March 31, 2001 and the results of
operations and cash flows for the three month periods ended March 31, 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
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.

2.          Senior
Subordinated Notes

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.

3.          Long-Term
Debt and Notes Payable

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

March
  31,
  December
  31,2001
  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 March 31, 2001 and 2000 was
  5.08% and 6.13%, respectively, and the Base rate at March 31, 2001 and 2000
  was  8.0% and 9.0%, respectively) due
  July 31, 2001; secured by substantially all real property
  17,250
  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
  1,776
  1,839Notes Payable, Other
  98
  104119,124
  116,943LessCurrent
  Maturities
  (17,544)
  (15,287)$101,580
  $101,656The
amount of credit available pursuant to the Credit Facility reduced to
approximately $26.6 million on March 31, 2001. The Credit Facility terminates
on July 31, 2001 and any balance then outstanding becomes due and payable.  The Company anticipates entering into a new
credit facility in the second quarter of 2001.

4.          Investment
in Silver Legacy Resort Casino

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 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.

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):

March
  31,
  December
  31,2001
  2000(unaudited)Current assets
  $23,021
  $21,951Property and
  equipment, net
  286,578
  288,883Other assets
  656
  1,010Total assets
  $310,255
  $311,844Current liabilities
  $22,909
  $21,427Long-term liabilities
  151,500
  157,000Partners equity
  135,846
  133,417Total liabilities and partners
  equity
  $310,255
  $311,844Summarized results of operations (in
thousands) (unaudited):

Three
  Months Ended March 31,2001
  2000Net Revenues
  $37,739
  $39,715Operating Expenses
  (31,329)
  (32,695)Operating Income
  6,410
  7,020Other (Expense)
  (3,981)
  (3,828)Net Income
  $2,429
  $3,1925.          Other
Assets

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.  As presently planned, Tamarack will have
approximately 190 slot machines, a sportsbook and a themed restaurant.  Operations are currently expected to
commence in August 2001.  ELLC owns a
42.5% interest in the Tamarack Entities. 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.  ELLC has contributed $1.3 million to the
Tamarack Entities to date of which $1.1 million was made in the first quarter
of 2001.  ELLCs contribution to each of
the Tamarack Entities represents its proportionate share of the total
contributions of that entitys members. 
ELLC will be required to make additional capital contributions until
construction of the property is completed and the casino is opened.  Additional capital contributions of the
members, including ELLC, may be required after the property is opened 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 5.33% interest, will be
managed by a Board of Managers, which will consist of three Managers designated
by ARL and two Managers designated by ELLC. In the first quarter, ELLC invested
$1.1 million of its $1.5 million investment in the MindPlay Entity.

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 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 March 31, 2001 Compared to Three Months
Ended March 31, 2000

Net Revenues

Net
revenues decreased by approximately $4.3 million, or 10.8%, to $35.9 million
for the three months ended March 31, 2001 compared to $40.3 million for the
same period in 2000.  The decrease in
net revenues resulted from decreases in casino revenues and food, beverage and
entertainment revenues.  Net revenues
for the three months ended March 31, 2001 include $1.2 million of income from
its unconsolidated affiliate, the Silver Legacy Joint Venture as compared to
$1.6 million for the same period in 2000.

Casino revenues decreased by approximately
$2.9 million, or 11.4%, to $22.8 million for the three months ended March 31,
2001 compared to $25.8 million for the same period in 2000.  The decrease in casino revenues was
primarily due to a decrease  in gaming
volume and a lower slot hold percentage as compared to the previous period.

Food,
beverage and entertainment revenues decreased by approximately $1.1 million, or
9.3%, to $10.9 million for the three months ended March 31, 2001 compared to
$12.0 million during the same period in 2000. The decrease was primarily due to
a reduction in entertainment revenue due to lower showroom occupancy in the
2001 period as compared to 2000.

Hotel revenues decreased by approximately
$0.2 million, or 4.4%, to $3.8 million for the three months ended March 31,
2001 compared to $4.0 million during the same period in 2000.  The decrease was due primarily to a decrease
in the Companys average daily rate (ADR) to approximately $52 in the first
quarter of 2001 from approximately $54 in the first quarter of 2000. The
Companys hotel occupancy was approximately 90% in the first quarter of 2001
and 2000.

Promotional allowances, expressed as a
percentage of casino revenues, were 17.9% for the first quarter of 2001
compared to 16.7% for the same period in 2000.

Operating Expenses

The
Companys operating expenses decreased by approximately $1.9 million, or 5.5%,
to $32.4 million for the three months ended March 31, 2001 from $34.3 million
during the same period in 2000. The decrease is primarily attributable to a
decrease  in casino expenses and food,
beverage and entertainment expenses.

Casino
expenses decreased by $0.6 million, or 4.9%, to $11.8 million for the three
months ended March 31, 2001 from $12.4 million during the same period in 2000 due
to decreases in the Companys promotional expenditures and gaming taxes.

Food,
beverage and entertainment expenses decreased by $0.4 million, or 5.2%, to
approximately $7.8 million for the three months ended March 31, 2001 from
approximately $8.3 million during the same period in 2000. The decrease is
primarily due to lower cost of sales and professional services.

Hotel
expenses increased slightly by 2.0%, to $1.9 million for the three months ended
March 31, 2001 from $1.8 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 4.0% to
$7.3 million for the three months ended March 31, 2001 from $7.6 million during
the same period in 2000 primarily as a result of decreases in advertising,
payroll expenditures and accrued bonuses partially offset by an increase in
utility costs for the three months ended March 31, 2001 as compared to the 2000
period.

Depreciation

Depreciation
for the three months ended March 31, 2001 was $3.2 million compared to $3.4
million for the same period in 2000, a decrease of 4.0%, due to some assets
becoming fully depreciated.

Interest Expense, Net

Interest
expense, net of capitalized interest and interest income, decreased 6.4% to
$3.1 million in the first quarter of 2001 compared to $3.4 million for the same
period in 2000 primarily as a result of a decrease in the average outstanding
borrowings in the first 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
March 31, 2001 decreased by 87.5% to $0.3 million compared to $2.5 million
during the same period in 2000.

Liquidity and Capital Resources

The
Companys primary sources of liquidity and capital resources have been 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%
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 at $5.5
million for the three months ended March 31, 2001 as compared to $7.7 million
for the same period in 2000. Net cash provided by operating activities was $1.1
million for the three months ended March 31, 2001 compared to net cash provided
by operating activities of $0.5 million during the same period of the prior
year. The Company provided $2.2 million for investing activities in the first
quarter of 2001.

At
March 31, 2001, the Company had $7.4 million of cash and cash equivalents and
$8.6 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 101⁄2% Notes were used to repay a portion of the indebtedness under
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.  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 $26.6 million on March 31, 2001. The Credit Facility
terminates on July 31, 2001 and any balance then outstanding becomes due and
payable.  The Company anticipates
entering into a new credit facility in the second quarter of 2001.

As
of March 31, 2001, the Company had outstanding (i) $100 million in aggregate
principal amount of 101⁄2% Notes, (ii) $17.3 million of borrowings and an
additional $0.7 million of letters of credit under the Credit Facility and
(iii) $1.9 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 three months ended March 31, 2001,
Resorts made distributions of $1.0 million to its members.   No distributions were made for the quarter
ended March 31, 2000.

During the three months ended March
31, 2001, the Companys principal uses of funds remaining after the
aforementioned distributions related to operating activities, our investments
in MindPlay and Tamarack Junction, discussed in Note 5, and recurring capital
expenditures.  Total capital
expenditures for the three months ended March 31, 2001 were $2.0 million.

The
Companys future sources of liquidity are anticipated to be from its operating
cash flow, funds available from a 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 capital expenditures, debt service and Tamarack.

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 Risks

Not applicable.



PART II.
  
  OTHER
  INFORMATIONItem 6.

  EXHIBITS
  AND REPORTS ON FORM 8-K(a)
  Exhibits.
  
  
  None(b)
  Reports
  on Form 8-KNo
  report on Form 8-K was filed during the period covered by this report.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 LLCDate:   May 11, 2001
  By:
  /S/ Donald L. CaranoDonald
  L. CaranoChief
  Executive Officer, President and Presiding ManagerDate:   May 11, 2001
  By:
  /S/ Robert M. JonesRobert M. JonesChief
  Financial Officer of Eldorado Resorts LLC(Principal
  Financial and Accounting Officer)ELDORADO
  CAPITAL CORP.Date:  May 11, 2001
  By:
  /S/ Donald L. CaranoDonald
  L. CaranoPresidentDate:  May 11, 2001
  By:
  /S/ Gene R. CaranoGene
  R. CaranoTreasurer
  (Principal Financial and Accounting Officer)