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

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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 SEPTEMBER 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

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ELDORADO RESORTS LLC
ELDORADO 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)

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Indicate
by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90
days. Yes /x/  No / /

Number
of shares of common stock of Eldorado Capital Corp. outstanding at November 14, 2001: 2,500 shares.

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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 |  | 12      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risks                           |  | 17      
|PART II.   |  | OTHER INFORMATION                                                                     |  |         
|Item 3.    |  | Defaults Upon Senior Securities                                                       |  | 18      
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |  | 18      
|SIGNATURES |  | 19                                                                                   
|           |  |                                                                                       |  |         

1

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FINANCIAL INFORMATION

Item 1.  Financial Statements.

ELDORADO RESORTS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)

|                             |                           | September 30,
2001 |                      | December 31,
2000
|---------------------------- | ------------------------- | ------------------ | -------------------- | -----------------
|
|ASSETS                      
|Current assets:              |                           |                    |                      |                  
|                             | Cash and cash equivalents |                    | $                    | 26,467           
|                             | Accounts receivable, net  |                    |                      | 3,213            
|                             | Inventories               |                    |                      | 2,873            
|                             | Prepaid expenses          |                    |                      | 2,050            
|                             |                           |                    |                      |                  
|                             |                           |                    | Total current assets |                  
|Investment in joint ventures |                           |                    | 71,513               |                  
|Property and equipment, net  |                           |                    | 143,615              |                  
|Other assets, net            |                           |                    | 6,262                |                  
|                             |                           |                    |                      |                  
|                             |                           |                    | Total assets         |                  
|                             |                           |                    |                      |                  

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

2

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ELDORADO RESORTS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

|                                                |                                              | September 30,
2001 |                                       | December 31,
2000
|----------------------------------------------- | -------------------------------------------- | ------------------ | ------------------------------------- | -----------------
|
|LIABILITIES AND MEMBERS' EQUITY                
|Current liabilities:                            |                                              |                    |                                       |                  
|                                                | Current portion of long-term debt            |                    | $                                     | 308              
|                                                | Current portion of capital lease obligations |                    |                                       | 80               
|                                                | Accounts payable                             |                    |                                       | 3,351            
|                                                | Construction and retention payables          |                    |                                       | 59               
|                                                | Interest payable                             |                    |                                       | 1,532            
|                                                | Accrued payroll, taxes and other accruals    |                    |                                       | 8,476            
|                                                |                                              |                    |                                       |                  
|                                                |                                              |                    | Total current liabilities             |                  
|Long-term debt, less current portion            |                                              |                    | 134,172                               |                  
|Capital lease obligations, less current portion |                                              |                    | 170                                   |                  
|Other liabilities                               |                                              |                    | 1,417                                 |                  
|                                                |                                              |                    |                                       |                  
|                                                |                                              |                    | Total liabilities                     |                  
|Minority interest                               |                                              |                    | 5,925                                 |                  
|Members' equity                                 |                                              |                    | 100,503                               |                  
|                                                |                                              |                    |                                       |                  
|                                                |                                              |                    | Total liabilities and members' equity |                  
|                                                |                                              |                    |                                       |                  

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

3

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ELDORADO RESORTS LLC

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

|                                              |                                                                    | Three Months Ended
September 30, |                          | Nine Months Ended
September 30, |  
|--------------------------------------------- | ------------------------------------------------------------------ | -------------------------------- | ------------------------ | ------------------------------- | -
|
|Operating Revenues:                           |                                                                    |                                  |                          |                                 |  
|                                              | Casino                                                             |                                  | $                        | 27,249                          |  
|                                              | Food, beverage and entertainment                                   |                                  |                          | 12,632                          |  
|                                              | Hotel                                                              |                                  |                          | 4,937                           |  
|                                              | Equity in net income of unconsolidated affiliates                  |                                  |                          | 3,341                           |  
|                                              | Other                                                              |                                  |                          | 1,372                           |  
|                                              |                                                                    |                                  |                          |                                 |  
|                                              |                                                                    |                                  | 49,531                   |                                 |  
|                                              | Less: Promotional allowances                                       |                                  |                          | (4,993                          | )
|                                              |                                                                    |                                  |                          |                                 |  
|                                              |                                                                    |                                  | Net revenues             |                                 |  
|Operating Expenses:                           |                                                                    |                                  |                          |                                 |  
|                                              | Casino                                                             |                                  |                          | 13,958                          |  
|                                              | Food, beverage and entertainment                                   |                                  |                          | 8,542                           |  
|                                              | Hotel                                                              |                                  |                          | 1,923                           |  
|                                              | Other                                                              |                                  |                          | 554                             |  
|                                              | Selling, general and administrative                                |                                  |                          | 7,469                           |  
|                                              | Management fees                                                    |                                  |                          | 228                             |  
|                                              | Depreciation                                                       |                                  |                          | 3,216                           |  
|                                              |                                                                    |                                  |                          |                                 |  
|                                              |                                                                    |                                  | Total operating expenses |                                 |  
|                                              |                                                                    |                                  |                          |                                 |  
|Operating Income                              |                                                                    |                                  | 8,648                    |                                 |  
|Gain/(Loss) on Investments                    |                                                                    |                                  | (439                     | )                               |  
|Interest Expense, net                         |                                                                    |                                  | (3,050                   | )                               |  
|                                              |                                                                    |                                  |                          |                                 |  
|Net Income Before Minority Interest           |                                                                    |                                  | 5,159                    |                                 |  
|Minority Interest in Net Income of Subsidiary |                                                                    |                                  | (131                     | )                               |  
|                                              |                                                                    |                                  |                          |                                 |  
|                                              |                                                                    |                                  | Net Income               |                                 | $
|                                              |                                                                    |                                  |                          |                                 |  
|Unrealized Loss on Securities:                |                                                                    |                                  |                          |                                 |  
|                                              | Unrealized holding loss arising during period                      |                                  |                          |                                |  
|                                              | Less: reclassification adjustment for gains included in net income |                                  |                          |                                |  
|                                              |                                                                    |                                  |                          |                                 |  
|                                              |                                                                    |                                  | Comprehensive Income     |                                 | $
|                                              |                                                                    |                                  |                          |                                 |  

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

4

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ELDORADO RESORTS LLC

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY  (dollars in thousands)

|BALANCE, December 31, 2000  |               | $ | 94,751  |       
|--------------------------- | ------------- | - | ------- | ------
|(Unaudited)                 |               |   |         |       
|                            | Net Income    |   |         | 11,748
|                            | Distributions |   |         | (5,996
|                            |               |   |        
|BALANCE, September 30, 2001 |               | $ | 100,503 |       
|                            |               |   |        

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

5

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ELDORADO RESORTS LLC

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

|                                                  |                                                                                   | Nine Months Ended
September 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 subsidiary, net of distributions                                                                  
|                                                  |                                                                                   |                                 | Gain 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
|                                                  |                                                                                   |                                 | Note payable to related party                                                                                                        
|                                                  |                                                                                   |                                 |                                                                                                                                      
|                                                  |                                                                                   |                                 | Net cash provided by operating activities                                                                                            
|                                                  |                                                                                   |                                 |                                                                                                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                                   |                                 |                                                                                                                                      
|                                                  |                                                                                   |                                 | Purchases of property and equipment                                                                                                  
|                                                  |                                                                                   |                                 | Proceeds from sale of marketable securities                                                                                          
|                                                  |                                                                                   |                                 | Gain on sale of marketable securities                                                                                                
|                                                  |                                                                                   |                                 | Increase in joint venture investments                                                                                                
|                                                  |                                                                                   |                                 | Loss on investments                                                                                                                  
|                                                  |                                                                                   |                                 | Proceeds from sale of property and equipment                                                                                         
|                                                  |                                                                                   |                                 | 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                                                                                       
|                                                  |                                                                                   |                                 | Loan origination costs                                                                                                               
|                                                  |                                                                                   |                                 | Distributions                                                                                                                        
|                                                  |                                                                                   |                                 |                                                                                                                                      
|                                                  |                                                                                   |                                 | Net cash provided by (used in) financing activities                                                                                  
|                                                  |                                                                                   |                                 |                                                                                                                                      
|INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS  |                                                                                   |                                 | 17,100                                                                                                                               
|                                                  | 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

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ELDORADO RESORTS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  General

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

In
the opinion of Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the
Company as of September 30, 2001 and the results of operations and cash flows for the three and nine month periods ended September 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.

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.

7

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3.  Long Term Debt and Notes Payable

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

September 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 Base rate at September 30, 2001 and December 31,
2000 was 6.0% and 9.5%, respectively, and the Eurodollar rate at September 30, 2001 and December 31, 2000 was 2.64% and 6.5%, respectively) due March 31, 2006; secured by substantially all real property.


32,750


15,000Notes payable to individuals, due in monthly installments of $34,614 (including monthly interest at 9%), to August 14, 2006, when principal balance is due; secured by real property


1,646


1,839Notes Payable, Other


84


104134,480


116,943LessCurrent Maturities


(308
)

(15,287
)$
134,172

$
101,656


On July 17, 2001, the Company's 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. As of September 30, 2001, the Company had approximately $32.75 million of indebtedness outstanding under the New
Credit Facility and $6.4 million of unutilized borrowing capacity, the availability of which is subject to the Company's compliance with applicable covenants. 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 New Credit 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. As of September 30, 2001, the
Company's total debt exceeded the limitation imposed by the maximum total debt to EBITDA ratio, for which the Company expects to obtain a waiver pursuant to the New Credit Facility. See Item 3
in Part II of this report.

4.  Investment in Joint Ventures

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

8

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(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 New
Credit Facility, 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

9

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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):

September 30,
2001

December 31,
2000(unaudited)Current assets

$
22,650

$
21,951Property and equipment, net


282,634


288,883Other assets


565


1,010Total assets

$
305,849

$
311,844Current liabilities

$
21,137

$
21,427Long term liabilities


140,500


157,000Partners' equity


144,212


133,417Total liabilities and partners' equity

$
305,849

$
311,844


10

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

Three Months Ended
September 30,

Nine Months Ended
September 30,2001

2000

2001

2000Net Revenues

$
45,774

$
50,436

$
128,903

$
138,818Operating Expenses


(35,702
)

(38,565
)

(101,310
)

(108,046
)Operating Income


10,072


11,871


27,593


30,772Other (Expense)


(3,184
)

(3,977
)

(10,906
)

(11,478
)Net Income

$
6,888

$
7,894

$
16,687

$
19,294


Effective
December 13, 2000, Resorts 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 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, Resorts entered into an agreement with the Sullivan Family Trust to reduce Resorts' percentage interest in Tamarack
Crossings, LLC to 21.25% from 42.5%. Resorts has an option to increase its percentage interest to 42.5% at a later date. Tamarack has approximately 190 slot machines, a sports book and a themed
restaurant. Operations commenced September 4, 2001. The business and affairs of the Tamarack are managed by four members of Tamarack Crossings, LLC, including Resorts, which has been designated
"Chief Executive Manager" and is responsible for overseeing the day-to-day operations of the Tamarack. At September 30, 2001, Resorts' investment in Tamarack Crossings,
LLC was $3.4 million of a $3.4 million commitment of which $3.0 million was invested during the nine months then ended. Resorts' contribution in Tamarack Crossings, LLC represents
its proportionate share of the total contributions for the members. Additional capital contributions of the members, including Resorts, 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. The
Company's investment in Tamarack is accounted for using the equity method of accounting.

Effective
July 1, 2000, Resorts 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 Resorts 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 Resorts. At September 30, 2001, Resorts' investment in the MindPlay Entity was
$1.4 million of which $1.1 million was invested during the nine months then ended. The Company's investment in MindPlay is accounted for using the equity method of accounting.

5.  Repurchase of Debt Securities

In October 2001, the Company purchased $10.2 million principal amount of its 101/2% Notes on the open market. The Company borrowed
$9.7 million under its New Credit Facility prior to September 30, 2001 to facilitate the purchase.

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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. MindPlay is currently in the developmental
stage. The Company's consolidated net income includes its proportional shares of Tamarack's, MindPlay's and Silver Legacy Joint Venture's net income before taxes.

September 11 Events

Terrorist attacks on the World Trade Center in New York City and the Pentagon outside Washington, D.C. on September 11, 2001 have prompted the United
States to declare war on terrorism. In the aftermath of the September 11 attacks, consumer confidence has fallen, unemployment has risen and the economy has generally slowed. The attacks had an
adverse effect in the weeks immediately following September 11. Eldorado's hotel occupancy rate during the portion of the quarter following the September 11 attacks declined 8.5% as
compared to the same period in 2000. The volume of gaming, showroom occupancy and customer counts at the Eldorado's restaurants also were down significantly during the last 20 days of the quarter
compared with the portion of the quarter preceding the
September 11 attacks. Because our results for the quarter ended September 30, 2001 were impacted by a number of factors, including an economy that was already weakening before
September 11 and increased competition from Native American casinos in northern California, it is difficult to measure the precise impact the September 11 attacks had on our third
quarter results. The Company believes that the negative impact the attacks had on the economy could continue to depress gaming volume and restaurant counts as consumers' discretionary income remains
tight, but the Company feels that the Reno market's heavier dependence on the drive-up customer, versus those who fly, could minimize the negative impact. Effective September 24, the Company
reacted to the effects of the September 11 attacks by implementing a hiring freeze, a reduction in staff through attrition and adjustment of our hourly employees' work week to correspond to
reduced business levels.

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

Three Months Ended September 30, 2001 Compared to
Three Months Ended September 30, 2000

Net Revenues

Net revenues decreased by approximately $8.3 million, or 15.7%, to $44.5 million for the three months ended September 30, 2001 compared to
$52.8 million for the same period in 2000. The

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Company's decrease in net revenues included decreases in casino and food, beverage and entertainment revenues. Net revenues for the three months ended September 30, 2001, include
$3.3 million of income from the Company's unconsolidated affiliates, the Silver Legacy Joint Venture and Tamarack (which commenced operations September 4, 2001), as compared to
$3.9 million for the same period in 2000. The net revenues reflect a $103,000 loss from Tamarack due to the write-off of pre-opening expenses.

Casino
revenues decreased by approximately $6.0 million, or 18.2%, to $27.2 million for the three months ended September 30, 2001 compared to $33.3 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 September 30, 2001. A lower
games hold percentage also contributed to the decrease.

Food,
beverage and entertainment revenues decreased by approximately $1.2 million, or 8.5%, to $12.6 million for the three months ended September 30, 2001
compared to $13.8 million during the same period in 2000. The decrease was due to lower occupancy in the showroom and lower restaurant customer counts in the third quarter of 2001 compared to
the same period in 2000.

Hotel
revenues decreased by approximately $0.3 million, or 5.0%, to $4.9 million for the three months ended September 30, 2001 compared to $5.2 million
during the same period in 2000. The Eldorado's average daily rate and hotel occupancy rate were approximately $66 and 91%, respectively, in the third quarter of 2001 as compared to approximately $68
and 93%, respectively, in the third quarter of 2000. The Eldorado's hotel occupancy rate during the portion of the quarter following the September 11 attacks declined 8.5% as compared to the
same period in 2000.

Promotional
allowances, expressed as a percentage of casino revenues, were 18.3% for the third quarter of 2001 compared to 14.6% for the same period in 2000.

Operating Expenses

The Company's operating expenses decreased by approximately $2.6 million, or 6.8%, to $35.9 million for the three months ended
September 30, 2001 from $38.5 million during the same period in 2000. This decrease is primarily attributable to decreases in casino, food, beverage, entertainment and selling, general
and administrative expenses.

Casino
expenses decreased by approximately $0.8 million, or 5.2%, to $14.0 million for the three months ended September 30, 2001 from $14.7 million during
the same period in 2000 primarily due to decreases in bad debt expense and gaming taxes.

Food,
beverage and entertainment expenses decreased by approximately $0.6 million, or 6.6%, to $8.5 million for the three months ended September 30, 2001 from
$9.1 million during the same period in 2000. The decrease is primarily due to decreases in cost of sales and payroll expenditures.

Hotel
expenses decreased by approximately $0.2 million, or 11.3%, to $1.9 million for the three months ended September 30, 2001 compared with $2.2 million
during the same period in 2000. The decrease is primarily related to decreases in cost of sales and payroll expenditures.

Selling, General and Administrative Expenses and Management Fees

Selling, general and administrative expenses and management fees decreased by approximately 7.7% to $7.7 million for the three months ended
September 30, 2001 from $8.3 million during the same period in 2000. The decrease is primarily due to decreases in management fees and accrued bonuses.

Depreciation

Depreciation for the three months ended September 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.

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Interest Expense, Net

Interest expense, net of capitalized interest and interest income, decreased approximately $0.2 million, or 5.8%, to $3.1 million in the third
quarter of 2001 compared to $3.2 million for the same period in 2000 primarily as a result of a lower average interest rate in the third 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 September 30, 2001 decreased by approximately $6.1 million, or
54.7%, to $5.0 million compared to $11.1 million during the same period in 2000.

Nine Months Ended September 30, 2001 Compared to
Nine Months Ended September 30, 2000

Net Revenues

Net revenues decreased by approximately $16.9 million, or 12.0%, to $124.2 million for the nine months ended September 30, 2001 compared
to $141.1 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 nine months ended September 30, 2001, include $8.2 million of income from the Company's unconsolidated affiliates, the Silver Legacy Joint Venture and Tamarack (which commenced
operations September 4, 2001), as compared to $9.6 million for the same period in 2000.

Casino
revenues decreased by approximately $12.2 million, or 13.8%, to $76.1 million for the nine months ended September 30, 2001 compared to $88.3 million
for the same period in 2000. The decrease in casino revenues was due primarily to decreased gaming volume and lower hold percentage as compared to the previous period.

Food,
beverage and entertainment revenues decreased by approximately $2.8 million, or 7.2%, to $35.8 million for the nine months ended September 30, 2001 compared
to $38.5 million during the same period in 2000. The decrease is primarily due to lower showroom occupancy and fewer restaurant customer counts in the 2001 period.

Hotel
revenues decreased by approximately $0.3 million, or 2.3%, to $13.7 million for the nine months ended September 30, 2001 compared to $14.0 million
during the same period in 2000. The decrease was due to the Eldorado's average daily rate and hotel occupancy decreasing to approximately $60 and 92%, respectively, in the 2001 period as compared to
approximately $61 and 93%, respectively, in the 2000 period.

Promotional
allowances, expressed as a percentage of casino revenues, were 17.8% for the nine months ended September 30, 2001 compared to 15.2% for the same period in 2000.

Operating Expenses

The Company's operating expenses decreased by approximately $6.0 million, or 5.5%, to $102.5 million for the nine months ended
September 30, 2001 from $108.4 million during the same period in 2000. This decrease is primarily attributable to a decrease in casino, food, beverage, entertainment and selling, general
and administrative expenses.

Casino
expenses decreased by approximately $1.5 million, or 3.8%, to $38.6 million for the nine months ended September 30, 2001 from $40.1 million during
the same period in 2000 primarily due to decreases in bad debt expense and gaming taxes.

Food,
beverage and entertainment expenses decreased by approximately $1.2 million, or 4.7%, to $24.8 million for the nine months ended September 30, 2001 from
approximately $26.0 million during

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the same period in 2000. The decrease is primarily due to lower payroll expenditures and showroom professional services in the 2001 period.

Hotel
expenses decreased by approximately $0.2 million, or 3.1% to $5.9 million for the nine months ended September 30, 2001 from $6.0 million during the
same period in 2000 due to an overall decrease in hotel operating expenses.

Selling, General and Administrative Expenses and Management Fees

Selling, general and administrative expenses and management fees decreased by 7.3% to $22.0 million for the nine months ended September 30, 2001
compared to $23.8 million during the same period in 2000 primarily due to decreases in advertising, payroll expenditures, management fees and accrued bonuses for the nine months ended
September 30, 2001 as compared to the 2000 period.

Depreciation

Depreciation for the nine months ended September 30, 2001 was $9.7 million compared to $10.1 million for the same period in 2000, a
decrease of 4.4%, due to certain assets becoming fully depreciated.

Interest Expense, Net

Interest expense, net of capitalized interest and interest income, decreased by approximately $0.6 million, or 6.2%, to $9.3 million for the nine
months ended September 30, 2001 compared to $9.9 million for the same period in 2000 due to a decrease in the average outstanding borrowings and a lower average interest rate during the
first nine 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 nine months ended September 30, 2001 decreased by approximately $10.8 million, or
48.0%, to $11.7 million compared to $22.6 million during the same period in 2000.

Liquidity and Capital Resources

The Company's primary sources of liquidity and capital resources have been its 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 affiliates was $23.2 million for the nine months ended September 30, 2001, as compared to
$33.1 million during the same period in 2000. Net cash provided by operating activities was $14.5 million for the nine months ended September 30, 2001 compared to
$21.2 million for the same period of the prior year.

At
September 30, 2001, the Company had approximately $26.5 million of cash and cash equivalents and $6.4 million of unutilized borrowing capacity under its New
Credit Facility (as defined below), the availability of which is subject to the Company's compliance with applicable covenants. On July 17, 2001, the Company's 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

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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 New Credit 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. As of September 30, 2001, the Company's total debt exceeded the limitation imposed by the maximum total debt to EBITDA
ratio, for which the Company expects to obtain a waiver pursuant to the New Credit Facility. See Item 3 in Part II of this report.

Prior
to September 30, 2001, the Company borrowed $9.7 million under the New Credit Facility to purchase $10.2 million of its 101/2% Notes on the
open market. The settlement of this purchase occurred in October 2001. Prior to the end of the third quarter the Company realized it would exceed the limitation imposed by the maximum total debt to
EBITDA ratio. Faced with the uncertainty of borrowing under the New Credit Facility after September 30, 2001, the Company increased its borrowings, reflected by the $26.5 million of cash
the Company held as of September 30, 2001, prior to the close of the third quarter, to provide added liquidity over the next two quarters. The Company expects to obtain a waiver of the
September 30, 2001 violation of the maximum total debt to EBITDA ratio in the fourth quarter.

As
of September 30, 2001, the Company had outstanding (i) $100 million in aggregate principal amount of 101/2% Notes (including
$10.2 million principal amount of the 101/2% Notes which the Company acquired in October 2001 utilizing $9.7 million of the cash the Company held as of
September 30, 2001), (ii) $32.75 million of borrowings and an additional $0.9 million of letters of credit under the New Credit Facility and
(iii) $1.4 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 nine months ended September 30, 2001, Resorts made distributions of $6.0 million to its members as compared to $8.1 million during the same period in 2000.

During
the nine months ended September 30, 2001, the Company's principal uses of the funds remaining after the aforementioned distributions related to debt service, our
investments in MindPlay and Tamarack, discussed in Note 4, and recurring capital expenditures. Total capital expenditures for the nine months ended September 30, 2001 were
$5.2 million.

Our
future sources of liquidity are anticipated to be from our current cash on hand, our operating cash flow, capital lease financing for certain of our fixed asset purchases and,
provided we are able to obtain relief from the current limit thereunder on the amount of total indebtedness we are permitted to incur, the New Credit Facility. Because our total debt at September 30,
2001, exceeded the amount permitted under the New Credit Facility, the banks' obligation to make further advances thereunder is currently suspended, and we currently anticipate that our indebtedness
will continue to exceed the level permitted by the New Credit Facility at December 31, 2001. While the banks having at least 51% of the commitment under the New Credit Facility may declare all
of the indebtedness currently outstanding under the New Credit Facility to be immediately due and payable as a result of our having exceeded the limit on indebtedness permitted by the New Credit
Facility at September 30, 2001, based on our discussions with representatives of Bank of America, N.A., the administrative agent under the New Credit Facility, we believe the banks will grant
us a waiver of the current default and will grant us a

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second waiver if our indebtedness continues to exceed the permitted level at December 31, 2001, although there is no assurance that either waiver will be obtained. In the event the banks should elect
to declare the indebtedness under the New Credit Facility due and payable, we would not have the funds required to make such payment and the banks would be entitled to exercise their rights and
remedies under the deed of trust and other collateral documents, covering substantially all of our assets, that secure our obligations under the New Credit Facility. If the requisite waivers are
granted, we believe our current cash on hand and our operating cash flow will be sufficient, without the need to obtain additional advances under the New Credit Facility, to permit us to fund our
operations and meet our other obligations for the remainder of 2001 and during the first quarter of 2002. While we believe we will be able to comply with the limitation on the indebtedness imposed by
the New Credit Facility by March 31, 2002, we intend to continue to review the situation with our bank group and we may seek a modification of the covenant limiting our total indebtedness if we
determine that we will not be able to meet the current limitation by March 31, 2001. In such event, there can be no assurance the banks will be willing to modify the existing covenant. Our
anticipated uses of our available 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, applications for licenses and approvals under applicable laws and regulations (including gaming laws
and regulations) and any further terrorist attacks similar to those that occurred September 11, 2001. 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.

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PART II  OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities

As of September 30, 2001, the Company was in violation of the maximum total debt to EBITDA ratio in the New Credit Facility described under "Liquidity
and Capital Resources" in Item 2, Part I of this report and management currently anticipates that the Company's total debt will continue to exceed the permitted limit at December 31,
2001. Under the terms of the New Credit Facility, the violation constitutes an Event of Default and, consequently, the banks' obligation to make further advances is suspended. While the banks having
at least 51% of the commitment under the New Credit Facility may declare the indebtedness under the New Credit Facility to be due and payable, based on discussions with representatives of Bank of
America, N.A., the administrative agent under the New Credit Facility, the Company anticipates the banks will grant to the Company a waiver of the default.

Item 6.  Exhibits and Reports on Form 8-K





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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

|                         |                        |                                                                                                                                 
|------------------------ | ---------------------- | --------------------------------------------------------------------------------------------------------------------------------
|                         | ELDORADO RESORTS LLC  
|                         |                        |                                                                                                                                 
|Date:  November 14, 2001 | By:                    | /S/  DONALD L. CARANODonald L. Carano
Chief Executive Officer, President and
Presiding Manager                                  
|                         |                        |                                                                                                                                 
|Date:  November 14, 2001 | By:                    | /S/  ROBERT M. JONESRobert M. Jones
Chief Financial Officer of
Eldorado Resorts LLC (Principal
Financial and Accounting Officer)
|                         |                        |                                                                                                                                 
|                         | ELDORADO CAPITAL CORP.
|                         |                        |                                                                                                                                 
|Date:  November 14, 2001 | By:                    | /S/  DONALD L. CARANODonald L. Carano
President                                                                                 
|                         |                        |                                                                                                                                 
|Date:  November 14, 2001 | By:                    | /S/  GENE R. CARANOGene R. Carano
Treasurer (Principal Financial and
Accounting Officer)                                        
|                         |                        |                                                                                                                                 

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