<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     Form 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 1997 

                                        OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO 
     _______________.

Commission file number 333-11811
                       ---------


                               ELDORADO RESORTS LLC 

                               ELDORADO CAPITAL CORP. 
              -----------------------------------------------------------
              (Exact names of registrants as specified in their charters)

          Nevada                                         88-0115550
          Nevada                                         88-0367075
---------------------------------           ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)


                345 NORTH VIRGINIA STREET, RENO, NEVADA 89501
       -------------------------------------------------------------
        (Address of principal executive offices, including zip code)


                                 (702) 786-5700
              ---------------------------------------------------
              (Registrants' telephone number, including area code)

                                 NOT APPLICABLE 
             ----------------------------------------------------
             (Former name, former address and former fiscal year, 
                        if changed since last report)

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

Number of shares of common stock of Eldorado Capital Corp. outstanding at 
August 12, 1997: 2,500 shares. 

<PAGE>

                           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................... 4
       Condensed Consolidated Statements of Cash Flows............... 5
       Notes to Condensed Consolidated Financial Statements.......... 7

   Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 9


PART II.    OTHER INFORMATION


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

SIGNATURES........................................................... 16



                                       1




<PAGE>

Part I.  

         Part 1.  FINANCIAL  INFORMATION


         Item 1.  Financial Statements


                                  ELDORADO RESORTS LLC

                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                     (In thousands)

                                                   June 30,      December 31,
                                                     1997            1996
                                                 ----------      ------------
                                                 (unaudited)
                  ASSETS
                  ------
Current assets:

    Cash and cash equivalents                      $3,384             $5,785

    Accounts receivable, net                        4,043              3,986

    Inventory                                       2,493              2,471

    Prepaid expenses                                2,109              1,259
                                                 --------           --------

             Total current assets                  12,029             13,501

Note receivable                                       602                692

Investment in joint venture                        46,402             46,402

Property and equipment, net                       166,402            159,981

Other assets, net                                  13,611             13,717
                                                 --------           --------

             Total assets                        $239,046           $234,293
                                                 --------           --------
                                                 --------           --------



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


                                       2

<PAGE>


                             ELDORADO RESORTS LLC

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                (In thousands)

                                                   June 30,      December 31,
                                                     1997            1996
                                                 ----------      ------------
                                                 (unaudited)
       LIABILITIES AND MEMBERS' EQUITY
       -------------------------------

Current liabilities:

    Current portion of long-term debt              $ 1,260           $ 1,436 

    Accounts payable                                 2,703             3,692

    Construction and retention payables                198             1,937

    Interest payable                                 3,960             4,446

    Accrued payroll, taxes and other accruals        7,196             5,859
                                                 ----------      ------------

         Total current liabilities                  15,317            17,370

Long-term debt, less current portion               131,740           127,067

Other liabilities                                      835               762
                                                 ----------      ------------

         Total liabilities                         147,892           145,199

Minority interest                                    5,063             5,063

Members' equity                                     86,091            84,031


         Total liabilities and members' equity    $239,046          $234,293
                                                 ----------      ------------
                                                 ----------      ------------


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

                                       3

<PAGE>

                            ELDORADO RESORTS LLC

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                               (In thousands)

                                 (Unaudited)

<TABLE>
<CAPTION>
                                               Three Months Ended       Six Months Ended
                                                    June 30,                 June 30,

                                               1997          1996          1997       1996
                                            ----------     ---------     --------   -------
<S>                                         <C>            <C>         <C>          <C>
Operating Revenues:

    Casino                                   $27,332        $26,541       $50,516     $49,319

    Food, beverage and entertainment          10,566          8,802        19,143      16,919

    Hotel                                      4,899          4,312         8,685       8,036

    Equity in net income (loss) of 
     unconsolidated affiliate (Note 3)           224            423             0         (61)

    Other                                      1,768          2,025         3,394       3,351 
                                            ----------     ---------      --------     -------
                                              44,789         42,103        81,738      77,564

    Less:   Promotional allowances            (3,863)        (3,447)       (7,382)     (6,825)
                                            ----------     ---------      --------     -------

            Net revenues                      40,926         38,656        74,356      70,739


Operating Expenses:

    Casino                                    11,960         10,876        22,392      21,084

    Food, beverage and entertainment           7,642          6,679        13,950      12,778

    Hotel                                      1,871          1,910         3,606       3,571

    Other                                        887            804         1,630       1,515

    Selling, general and administrative        7,410          6,357        14,178      11,996

    Management fees                              455            979           929       1,984

    Depreciation                               3,021          2,584         5,832       5,067
                                            ----------     ---------      --------     -------
            Total operating expenses          33,246         30,189        62,517      57,995
                                            ----------     ---------      --------     -------

Operating Income                               7,680          8,467        11,839      12,744

Interest Expense, net                          3,456          2,322         6,779       4,651
                                            ----------     ---------      --------     -------

Net Income Before Minority Interest            4,224          6,145         5,060       8,093

    Minority Interest in Net (Income)
      Loss of Subsidiary (Note 3)                (52)           (98)            0           14
                                            ----------     ---------      --------     -------

Net Income                                   $ 4,172        $ 6,047       $ 5,060      $ 8,107
                                            ----------     ---------      --------     -------
                                            ----------     ---------      --------     -------

</TABLE>

                                       4



<PAGE>

                                 ELDORADO RESORTS LLC

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                                -----------------------
                                                                    1997         1996
                                                                -----------    --------
<S>                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                          $5,060       $8,107

Adjustments to reconcile net income  to 
 net cash provided by operating activities:
    Depreciation                                                     5,832        5,067
    Equity in net ( income) loss of unconsolidated affiliate            --           61
    Minority interest in net (loss) of unconsolidated affiliate         --          (14)
    Gain on sale of property and equipment                             (81)        (463)

Changes in assets and liabilities:
    (Increase) in accounts receivable, net                             (57)        (484)
    Decrease in notes receivable                                        90           --
    (Increase) in inventories                                          (22)        (366)
    (Increase) in prepaid expenses                                    (850)        (398)
    Decrease in other assets                                           162           59
    (Decrease) in accounts payable, 
       retention payable, accrued payroll, taxes
       and other accruals                                           (1,804)        (630)
                                                               -----------     --------
    Net cash provided by operating activities                        8,330       10,939
                                                                -----------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                                (12,262)      (9,113)
Proceeds from sale of property and equipment                            90        2,554
                                                              -----------      --------
    Net cash used in investing activities                          (12,172)      (6,559) 
                                                                -----------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term and other debt                              14,500        7,000
Principal payments on long-term and other debt                     (10,003)     (12,518)
Bond Offering costs                                                    (56)          --
Distributions                                                       (3,000)        (200)
                                                               -----------     --------
    Net cash provided by financing activities                        1,441       (5,718)
                                                                -----------    --------
    DECREASE IN CASH AND CASH EQUIVALENTS                          ($2,401)     ($1,338)
</TABLE>


                                       5


<PAGE>

                                 ELDORADO RESORTS LLC

                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

                                  (unaudited)
<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                                -----------------------
                                                                    1997         1996
                                                                -----------    --------
<S>                                                             <C>            <C>
    CASH AND CASH EQUIVALENTS AT BEGINNING

    OF PERIOD                                                        5,785        6,122
                                                                -----------    --------

    CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $3,384       $4,784
                                                                -----------    --------
                                                                -----------    --------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW

INFORMATION:

    Cash paid during period for interest                            $7,076       $4,194
                                                                -----------    --------
                                                                -----------    --------


</TABLE>



                                       6

<PAGE>

                                 ELDORADO RESORTS LLC

                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  General

   The condensed consolidated financial statements include the accounts of 
Eldorado Resorts LLC ("Resorts"), a Nevada limited liability company, 
Eldorado Capital Corp. ("Capital"), a Nevada Corporation and wholly-owned
subsidiary of Resorts, and a majority owned subsidiary, Eldorado Limited 
Liability Company ("ELLC") and, for the period prior to July 1, 1996, 
Resorts' predecessor, Eldorado Hotel Associates Limited Partnership (the 
"Predecessor Partnership") (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 as of June 30, 1997, the results of 
operations for the three and six month periods ended June 30, 1997 and 1996 
and cash flows for the six month periods ended June 30, 1997 and 1996.  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, 1996.

2.  Senior Subordinated Notes

    On July 31, 1996, Resorts and Capital (the "Issuers"), sold $100,000,000 
in aggregate principal amount of 10 1/2% Senior Subordinated Notes due 2006 
(the "Notes").  The Notes are joint and several obligations of the Issuers.
The Notes mature on August 15, 2006 and bear interest at the rate of 10 1/2% 
per annum, payable semi-annually in arrears on February 15 and August 15 of 
each year, commencing on February 15, 1997.  Pursuant to a Registration 
Rights Agreement dated as of July 31, 1996, among the Issuers and the initial 
purchasers party thereto, the Issuers filed a registration statement under 
the Securities Act of 1933, as amended (the "1933 Act") with respect to an 
offer to exchange the Notes, which were issued in reliance on an exemption 
from registration under the 1933 Act, for registered debt securities of the 
Issuers ("Registered Notes") with terms identical to the Notes.  The exchange 
of the Notes for the Registered Notes was completed on February 26, 1997. 

3.  Investment in Silver Legacy Resort Casino

    Effective March 1, 1994, ELLC and Galleon, Inc. (a Nevada corporation 
owned and controlled by Circus Circus Enterprises, Inc.) entered into a joint 
venture (the "Silver Legacy Joint Venture") pursuant to a joint venture 
agreement (the "Joint Venture Agreement") to develop the Silver Legacy Resort 
Casino (the "Silver Legacy").  The Silver Legacy consists of a casino and 
hotel located in Reno Nevada, which began operations on July 28, 1995.  
During 1994, ELLC contributed land to the Silver Legacy Joint Venture with a 
fair value of $25,000,000 (a book value of $17,215,000), and cash of 
$23,000,000. Additional cash contributions of $3,900,000 were made in 1995, 
for a total equity investment of $51,900,000.  Each partner owns a 50% 
interest in the Silver Legacy Joint Venture.  Galleon, Inc. contributed cash 
of $51,900,000 to 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 Interest. If this formula 
causes a Partner to be charged with a loss in any fiscal year, such Partner 
will be allocated zero Profits for such year and the other Partner will be 
allocated all of the Profits for such year. In addition, losses of the Silver 
Legacy Joint Venture (defined as the Silver Legacy Joint Venture's taxable 
loss with certain adjustments) in any fiscal year are allocated to the 
Partners in proportion to their Percentage Interests.

    For so long as ELLC selects the General Manager of the Silver Legacy, as 
provided in the Joint Venture Agreement, Galleon, Inc. is entitled annually 
on a non-cumulative basis, commencing with the seven-month period ending 
December 31, 1997 and for each subsequent 12-month period, to a priority 
allocation of the Silver Legacy Joint Venture's operating income (the 
"Priority Allocation") in an amount equal to approximately 11.54% of the 
average of the "Adjusted Initial Investment" (as defined) at the beginning of 
the period for which the determination is being made and at the end of such 
period. For purposes of determining the amount of the Priority Allocation for 
any period, the term "Adjusted Initial Investment" means $290,000,000 (the 
"Initial Investment") as adjusted at the end of each year by subtracting (i) 
the depreciation on the Initial Investment taken in such year in accordance 
with the depreciation schedule agreed to by ELLC and Galleon, Inc. 
(collectively the "Partners") and (ii) the principal payments which would 
have been made in repayment of the original bank financing utilized for the 
development, construction and completion of the Silver Legacy.

    The Joint Venture Agreement provides, subject to limitations on 
distributions to Partners in other agreements to which the Silver Legacy 
Joint Venture is a party, including its credit agreement, that Net Cash from 
Operations (defined as the gross cash proceeds from all Silver Legacy Joint 
Venture operations, less cash operating expenses and certain other expenses 
and obligations, including interest and principal payments on indebtedness 
including the financing required for the development, construction and 
completion of the Silver Legacy (the "Construction Financing"), other than 
indebtedness owed Partners or affiliates as provided for in the Joint Venture 
Agreement, and reasonable reserves deemed necessary to meet anticipated 
future obligations and liabilities of the Silver Legacy Joint Venture) is to 
be distributed quarterly to the Partners in proportion to their percentage 
interests in the Silver Legacy Joint Venture after satisfaction of certain 
other obligations as follows: (i) at the end of the first year of operation 
only, the distribution to each Partner of an amount equal to its tax 
liability attributable to the Silver Legacy Joint Venture, (ii) the payment 
of interest and principal on all loans to the Silver Legacy Joint Venture 
from Partners and affiliates (excluding payment of principal on the 
Construction Financing), (iii) the payment of principal and interest on any 
Additional Capital Contribution Loan (as defined) of a Partner, plus the 
distribution to the non-defaulting Partner who provided such Additional 
Capital Contribution Loan of an amount equal to the amount of such Additional 
Capital Contribution Loan, (iv) the payment of certain construction cost 
overruns, (v) at the end of the first year of operation only, the payment of 
the balance of the principal of the Construction Financing not including cost 
overruns, (vi) to the extent earned and available, the distribution to 
Galleon, Inc. of an amount up to the Priority Allocation, (vii) to the extent 
earned and available, the distribution to ELLC of an amount up to the amount 
distributed to Galleon, Inc. pursuant to the Priority Allocation, (viii) 
after the first year of operation, the distribution to each Partner of an 
amount equal to its tax liability attributable to the Silver Legacy Joint 
Venture and (ix) the payment of the balance of the portion of the 
Construction Financing provided by Galleon, Inc. or Circus Circus 
Enterprises, Inc. until such loans are paid in full or refinanced. Any 
withdrawal from the Silver Legacy Joint Venture by either Partner results in 
a reduction of distributions to such withdrawing Partner to 75% of amounts 
otherwise payable to such Partner.

                                       7

<PAGE>

    During 1994, the Predecessor Partnership contributed land with a fair 
value of $22,185,000 (cost of $15,715,000) to ELLC; the minority interest 
member of ELLC contributed land with a fair value of $2,815,000 (cost of 
$1,500,000) to ELLC.  Based upon these contributions, the Predecessor 
Partnership had an 88.75% interest in ELLC as of December 31, 1994.  In 
addition, during 1994, the Company loaned $23,000,000 to ELLC to contribute 
to the Silver Legacy Joint Venture; this note receivable from ELLC is 
eliminated in consolidation.  During 1995, the minority interest member 
contributed cash of $3,900,000 to ELLC; as a result, the Predecessor 
Partnership's interest in ELLC was reduced to 76.76%.  


    Summarized balance sheet and results of operations for Silver Legacy 
Joint Venture are as follows:


Summarized balance sheet information (in thousands):

                                                   June 30,      December 31,
                                                     1997            1996
                                                  ----------      ------------
                                                 (Unaudited)

    Current Assets..............................     $ 17,112         $ 13,976
    Property and equipment, net.................      332,952          340,028
    Other assets................................        2,289            2,585
                                                   ----------      -----------
         Total assets............................    $352,353         $356,589
                                                   ----------      -----------
                                                   ----------      -----------
    Current Liabilities..........................    $ 14,458         $ 18,785
    Long-term liabilities........................     232,904          236,904
    Partners' equity.............................     104,991          100,900
                                                   ----------      ------------
         Total liabilities and partner's equity...   $352,353         $356,589
                                                   ----------      -----------
                                                   ----------      -----------

Summarized results of operations (in thousands):

                                  Three Months Ended        Six Months Ended
                                      June 30,                  June 30,

                                  1997        1996         1997        1996
                                  ------------------       -----------------
                                     (Unaudited)              (Unaudited)
Net Revenues...............    $ 43,671     $ 33,773      $ 78,045    $ 71,016

Operating Expenses.........    $(33,785)    $(29,520)     $(63,211)   $(60,754)
                               ---------    ---------     ---------   ---------

Operating Income...........    $  9,886     $  4,253      $ 14,834    $ 10,262

Other (Expense)............    $ (5,347)    $ (5,220)     $(10,744)   $(10,384)
                               ---------    ---------     ---------   ---------

Net Income (Loss)..........    $  4,539     $   (967)     $  4,090    $   (122)
                               ---------    ---------     ---------   ---------
                               ---------    ---------     ---------   ---------

                                       8


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS.

Operations (Unaudited)

GENERAL.

    Eldorado Resorts LLC (the "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' 77%-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 remaining 23% of ELLC is 
owned by the principal equity holders of Resorts.  Resorts, ELLC and Eldorado 
Capital Corp. ("Capital"), a wholly-owned subsidiary of Resorts which holds 
no significant assets and conducts no business activity, are collectively 
referred to as the "Company."

    The Company accounts for its investment in the Silver Legacy Joint 
Venture utilizing the equity method of accounting. The Company's consolidated 
net income includes its proportional share of the Silver Legacy Joint 
Venture's net income (loss) before taxes as determined in accordance with the 
terms of the Silver Legacy Joint Venture's joint venture agreement (the 
"Joint Venture Agreement"). See Note 3 of the Notes to Condensed Consolidated 
Financial Statements included in Item 1 of this Report.

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

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO
THREE MONTHS ENDED JUNE 30, 1996

NET REVENUES.

    Net revenues for the three month period ended June 30, 1997 were $40.9 
million compared to $38.7 million for the same period in 1996, an increase of 
5.9%.  Net revenues in the second quarter of 1997 include $0.2 million in net 
income of unconsolidated affiliate compared to $0.4 million net income of 
unconsolidated affiliate for the three months ended June 30, 1996. The 
Company recognized income from the unconsolidated affiliate during the second 
quarter in 1997 only to the extent it offset the loss recognized during the 
first quarter in 1997, as a result of a priority allocation to Galleon, Inc. 
pursuant to the Joint Venture Agreement. See Note 3 of the Notes to Condensed 
Consolidated Financial Statements in Item 1 of this Report. The Company's net 
revenues exceeded the results of the prior period as a result of increased 
casino revenues and the expansion of the food, beverage and entertainment 
facilities, through the addition of THE BISTRO ROXY in December of 1996 along 
with the ELDORADO SHOWROOM in May of 1997.  In addition, there was an influx 
of visitors in the Reno Market attending the Women's International Bowling 
Congress ("WIBC") National Championship Bowling Tournament being held from 
March through July 1997.

    Casino revenues increased by 3.0% to $27.3 million for the three months 
ended June 30, 1997 compared to $26.5 million for the same period in 1996.  
The increase in casino revenues was due primarily to  increased slot revenue 
in the 1997 period.

   Food, beverage and entertainment revenues were $10.6 million for the three 
months ended June 30, 1997 compared to $8.8 million during the same period in 
1996, an increase of 20.0%.  The increase in food, beverage and entertainment 
revenues was due primarily to the opening of THE BISTRO ROXY in December of 
1996 and the opening of the ELDORADO SHOWROOM in May of 1997.

   Hotel revenues increased to $4.9 million during the second quarter of 1997 
from $4.3 million in the second quarter of 1996, an increase of 13.6%, 
despite a decrease in the Company's hotel occupancy rate for the three months 
ended June 30, 1997 to approximately 93% from 95% during the same period in 
1996. The increase in hotel revenues is a result of an increase in the 
Company's average daily rate ("ADR") to approximately $66 in the second 
quarter of 1997 from 

                                       9
<PAGE>

approximately $56 during the same period in 1996.  The influx of visitors 
attending the WIBC National Championship Bowling Tournament was a factor 
contributing to the increase in ADR.

   Other revenues for the three months ended June 30, 1997 were $1.8 million 
compared to $2.0 million for the same period in 1996, a decrease of 12.7%.  
The decrease is attributed to a $0.5 million gain on the sale of land 
recorded during the second quarter of 1996.  The decrease was partially 
offset by the addition of retail space with the opening of SAYS WHO II in 
December of 1996 and revenue from the DANIELS'S MOTOR LODGE, an 82-room motel 
located adjacent to the Eldorado parking garage, which has been owned and 
operated by the Eldorado since the third quarter of 1996. 

   Promotional allowances expressed as a percentage of casino revenues were 
14.1% for the second quarter of 1997 compared to 13.0% for the same period in 
1996 as a result of greater use of complimentaries to all levels of casino 
patrons and participants in the WIBC bowling tournament.

OPERATING EXPENSES.

   The Company's operating expenses increased by 10.1% to $33.2 million for 
the three months ended June 30, 1997 from $30.2 million during the same 
period in 1996.  This increase is primarily attributable to increased 
expenses in the casino, food, beverage and entertainment departments, 
depreciation and an increase in selling, general and administrative expenses.

   Casino expenses increased by 10.0% to $12.0 million for the three months 
ended June 30, 1997 from $10.9 million during the same period in 1996. The 
increase was due to the opening of an Eldorado sportsbook at the Silver 
Legacy in June of 1996 in addition to increased promotional expense related 
to the WIBC bowling tournament and bus programs.

   Food, beverage and entertainment expenses increased 14.4% to $7.6 million 
in the second quarter of 1997 from $6.7 million during the same period in 
1996.  The increase in food, beverage and entertainment expenses was due 
primarily to the addition of THE BISTRO ROXY in December of 1996 and the 
opening of the ELDORADO SHOWROOM in May of 1997. 

   Hotel expenses in the second quarter of 1997 and 1996 were comparable at
$1.9 million.  Despite a decrease in hotel occupancy, expenses were 
comparable primarily due to a slight increase in marketing expenditures. 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES. 

   Selling, general and administrative expenses and management fees increased 
by 7.2% for the three months ended June 30, 1997 to $7.9 million from $7.3 
million during the same period in 1996.  The increase was due to an accrual 
for mid-year employee bonuses, which was not incurred in the corresponding 
period of the previous year.  Historically, the salaries of senior executive 
officers and certain other key employees of the Company were not directly 
incurred by the Company but were paid from a portion of the management fees 
paid to Recreational Enterprises, Inc., Resorts' controlling member.  As of 
July 1, 1996, the aggregate annual salaries of such senior executive officers 
and other key employees became payroll obligations of the Company.  These 
obligations are included within selling, general and administrative expenses.


                                      10
<PAGE>

DEPRECIATION. 

   Depreciation for the three months ended June 30, 1997 was $3.0 million 
compared to $2.6 million for the same period in 1996, an increase of 16.9%.  
The increase was attributable to the depreciation of assets that were not in 
service in the prior period.  These assets include THE BISTRO ROXY, the 
DANIEL'S MOTOR LODGE and the ELDORADO SHOWROOM.
 
INTEREST EXPENSE, NET. 

   Interest expense, net of capitalized interest and interest income in the 
second quarter of 1997 and 1996 was $3.5 million and $2.3 million, 
respectively, an increase of 48.8%.  Interest expense increased as a result 
of an increase in the average outstanding borrowings in the second quarter of 
1997, as compared to the same period in 1996, and as a result of an increase 
in the Company's cost of capital.  This increase in average outstanding 
borrowings is attributable to costs incurred in connection with the Company's 
expansion activities in 1996 and 1997.  The Company's increase in cost of 
capital is due to the issuance in July 1996 of $100 million principal amount 
of 10 1/2% Notes, due 2006 (the "10 1/2% Notes"),the net proceeds of which were 
used to repay approximately $96.5 million of borrowings outstanding under the 
Company's Credit Facility (as defined below), which as of June 30, 1996 bore 
interest at an approximate average quarterly rate of 7.4%.  The Company 
capitalized interest of $0.1 million for the  three months ended June 30, 
1997 and 1996 related to construction costs.


NET INCOME. 

   As a result of the factors described above, net income for the three
months ended June 30, 1997, declined by 31.0% to $4.2 million compared to 
$6.0 million during the same period in 1996.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO 
SIX MONTHS ENDED JUNE 30, 1996 

NET REVENUES. 

   Net revenues were $74.4 million for the six month period ended June 30, 
1997, compared to $70.7 million for the same period in 1996, an increase of 
5.1%.  Despite a flood in Reno and severe weather in January of 1997, which 
negatively impacted traffic, the Company's net revenues exceeded the results 
of the prior period as a result of increased casino revenues and the 
expansion of the food, beverage and entertainment facilities, which includes 
THE BISTRO ROXY opened in December of 1996 and the ELDORADO SHOWROOM opened 
in May of 1997. In addition, there was an influx of visitors in the Reno 
Market attending the WIBC National Championship Bowling Tournament being held 
from March through July 1997. The Company did not recognize income (loss) from 
the unconsolidated affiliate, as a result of the priority allocation to 
Galleon, Inc. pursuant to the Joint Venture Agreement. See Note 3 of the 
Notes to Condensed Consolidated Financial Statements in Item 1 of this 
Report. 

   Casino revenues increased by 2.4% to $50.5 million for the six months 
ended June 30, 1997 compared to $49.3 million for the same period in 1996.  
The increase in casino revenues was due primarily to increased slot revenue 
in the 1997 period.

   Food, beverage and entertainment revenues were $19.1 million for the six 
months ended June 30, 1997 compared to $16.9 million during the same period 
in 1996, an increase of 13.1%.  The increase in 


                                      11


<PAGE>

food, beverage and entertainment revenues was due primarily to the opening of 
THE BISTRO ROXY in December of 1996 and the ELDORADO SHOWROOM in May of 1997. 
This increase was partially offset by the closing of THE CABARET in January 
of 1997 to make room for the ELDORADO SHOWROOM.

   Hotel revenues increased to $8.7 million for the six months ended June 30, 
1997 from $8.0 million for the same period in 1996, an increase of 8.1%.  
Despite a decrease in the Company's hotel occupancy rate for the six months 
ended June 30, 1997 to approximately 91% from 95% during the same period in 
1996, primarily related to the flood and severe weather in January 1997, 
hotel revenues exceeded the prior period.  The increase is a result of an 
increase in the Company's average daily rate ("ADR") to approximately $59 in 
the first six months of 1997 from approximately $53 during the same period in 
1996.  The influx of visitors attending the WIBC National Championship 
Bowling Tournament was a factor contributing to the increase in ADR.

   Other revenues for the six months ended June 30,1997 and 1996 were 
comparable at $3.4 million.  While other revenues in the 1996 period include 
a $0.5 million gain on the sale of land, revenues in the 1997 period were 
comparable primarily due to retail space added with the opening of SAYS WHO 
II in December of 1996 and revenue from the DANIEL'S MOTOR LODGE. 

   Promotional allowances expressed as a percentage of casino revenues were 
14.6% for the six months ended June 30, 1997 compared to 13.8% for the same 
period in 1996 as a result of greater use of complimentaries to all levels of 
casino patrons and participants in the WIBC bowling tournament.


OPERATING EXPENSES.

   The Company's operating expenses increased by 7.8% to $62.5 million for 
the six months ended June 30, 1997 from $58.0 million during the same period 
in 1996.  This increase is primarily attributable to increased expenses in 
the casino, food, beverage and entertainment departments, depreciation and an 
increase in selling, general and administrative expenses.

   Casino expenses increased by 6.2% to $22.4 million for the six months 
ended June 30, 1997 from $21.1 million during the same period in 1996.  The 
increase was due to the opening of an Eldorado sportsbook at the Silver 
Legacy during the second quarter of 1996, in addition to increased 
promotional expense related to the WIBC bowling tournament and bus programs.

   Food, beverage and entertainment expenses increased 9.2% to $14.0 million 
for the first six months of 1997 from $12.8 million during the same period in 
1996.  The increase in food, beverage and entertainment expenses was due 
primarily to the addition of THE BISTRO ROXY in December of 1996 and the 
ELDORADO SHOWROOM in May of 1997.  The increase was partially offset by the 
closing of THE CABARET in January of 1997 to make room for the ELDORADO 
SHOWROOM.

   Hotel expenses for the six months ended June 30 of 1997 and 1996 were 
comparable at $3.6 million.  Despite a decrease in hotel occupancy, expenses 
were comparable primarily due to a slight increase in marketing expenditures.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND MANAGEMENT FEES. 

   Selling, general and administrative expenses and management fees increased 
by 8.1% for the six months ended June 30, 1997 to $15.1 million from $14.0 
million during the same period in 1996.  The 


                                      12

<PAGE>

increase was due in part to increased property maintenance expenditures as a 
result of expanded facilities and an accrual for mid-year employee bonuses, 
which was not incurred in the corresponding periods of the previous year.  
Historically, the salaries of senior executive officers and certain other key 
employees of the Company were not directly incurred by the Company but were 
paid from a portion of the management fees paid to Recreational Enterprises, 
Inc., Resorts' controlling member.  As of July 1, 1996, the aggregate annual 
salaries of such senior executive officers and other key employees became 
payroll obligation of the Company.  These obligations are included within 
selling, general and administrative expenses.

DEPRECIATION. 

   Depreciation for the six months of 1997 was $5.8 million compared to $5.1 
million for the first six months of 1996, an increase of 15.1%.  The increase 
was attributable to the depreciation of assets that were not in service in 
the prior periods.  These assets include THE BISTRO ROXY, DANIEL'S MOTOR 
LODGE and the ELDORADO SHOWROOM.

INTEREST EXPENSE, NET. 

   Interest expense, net of capitalized interest and interest income in the 
first six months of 1997 and 1996 was $6.8 million and $4.7 million, 
respectively, an increase of 45.8%.  Interest expense increased as a result 
of an increase in the average outstanding borrowings in the first six months 
of 1997, as compared to the same period in 1996, and as a result of an 
increase in the Company's cost of capital.  This increase in average 
outstanding borrowings is attributable to costs incurred in connection with 
the Company's expansion activities in 1996 and 1997.  The Company's increase 
in cost of capital is due to the issuance in July 1996 of $100 million 
principal amount of 10 1/2% Notes, due 2006 (the "10 1/2% Notes"), the net 
proceeds of which were used to repay approximately $96.5 million of 
borrowings outstanding under the Company's Credit Facility (as defined 
below), which as of June 30, 1996 bore interest at an approximate average 
annual rate of 7.4%.  The Company capitalized interest of $0.2 million for 
the first six months of 1997 and 1996 related to construction costs.

NET INCOME. 

   As a result of the factors described above, net income for the six months 
ended June 30, 1997, declined by 37.6% to $5.1 million compared to $8.1 
million during the same period in 1996.

LIQUIDITY AND CAPITAL RESOURCES.

   The Company's primary sources of liquidity and capital resources have been 
through cash flow from operations, borrowings under various credit 
agreements, including the Former Credit Facility (as defined below) and the 
issuance on July 31,1996 of the 10 1/2% Notes. The Company has completed 
several expansion and remodeling projects, accounting for a significant use 
of cash flow from operations and borrowings under the Former Credit Facility. 
The Company's earnings before interest, taxes, depreciation and amortization 
for the six months ended June 30, 1997 and 1996, as adjusted to exclude 
equity in net income (loss) of unconsolidated affiliate was $17.7 million for 
the six months ended June 30, 1997 as compared to 17.9 million during the 
same period in 1997.  Cash flow from operations for the six months ended June 
30, 1997 and 1996 were $8.3 million and $10.9 million, respectively.  The 
decrease is primarily related to the February 1997 semi-annual interest 
payment on the 10 1/2% Notes.

   At June 30, 1997 the Company had $3.4 million of cash and cash equivalents 
and $23.7 million available pursuant to its Credit Facility (as defined 
below).  The net proceeds of the offering (the "Offering") by the Company and 
its wholly owned subsidiary, Eldorado Capital Corp., of the 10 1/2% Notes

                                      13


<PAGE>

were used to repay a portion of the Former Credit Facility.  The Loan 
Agreement dated as of March 25, 1994, (the "Former Credit Facility"), between 
the Company, the banks named therein and Bank of America NT&SA, as 
administrative agent, was amended concurrently with the closing of the 
Offering (as amended, the "Credit Facility").  The Credit Facility provides 
for a senior secured revolving credit facility of $50 million.  As of June 
30, 1997, the Company had $100.0 million in aggregate principal amount of 
10 1/2% Notes outstanding, $26.3 million outstanding under the Credit Facility 
and $5.5 million of other long term debt (net of current portion).

   The Operating Agreement of Resorts dated June 28, 1996 obligates Resorts 
to distribute each year for as long as it is not taxed as a corporation to 
each of its members' an amount equal to such members allocable share of the 
taxable income of Resorts multiplied by the highest marginal combined 
federal, state and local income tax rate applicable to individuals for that 
year.  For the six months ended June 30, 1997, Resorts made distributions to 
its members of $3.0 million compared with distributions of $0.2 million 
during the same period in 1996.

   During the six months ended June 30, 1997, the Company's principal uses of 
funds were capital expenditures related to progress payments for the hotel 
refurbishment at the Eldorado ($1.0 million) and construction of the ELDORADO 
SHOWROOM ($8.4 million).  Total capital expenditures for the six months ended 
June 30, 1997 were $12.3 million.

   The Company's future sources of liquidity are anticipated to be from its 
operating cash flow, funds available from the Credit Facility and capital 
lease financing for certain of its fixed asset purchases.  The Company's 
anticipated uses of cash in the near term include approximately $2.3 million 
for completion of a casino and hotel refurbishment program, which is 
anticipated to be completed during 1997 and the first half of 1998. The 
full-service health spa, originally planned at an estimated cost of $3.0 
million is currently being re-evaluated.

                                      14


<PAGE>

PART II.    OTHER INFORMATION


  Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

            (a)  EXHIBITS
                 THE FOLLOWING EXHIBIT IS FILED AS PART OF THIS REPORT. 

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

                 4                              Amendment No. 1, dated as of 
                                                July 31, 1997, to Loan Agreement
                                                dated as of July 31, 1996 among
                                                Eldorado Resorts LLC and Bank of
                                                America National Trust and
                                                Savings Association, as
                                                Administrative Agent

                 27                             Financial Data Schedule 
                                                for the three months and
                                                six months ended
                                                June 30, 1997

             (b) REPORTS ON FORM 8-K 

                 No report on Form 8-K was filed during the period covered by 
                 this Report.


                                      15


<PAGE>

                                   SIGNATURES

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

                                        ELDORADO RESORTS LLC
                                        --------------------


Date:  August 13, 1997                  By: /s/ DONALD L. CARANO
                                          ---------------------------
                                           Donald L. Carano
                                           Chief Executive Officer, 
                                           President and Presiding Manager

Date:  August 13, 1997                  By: /s/ ROBERT M. JONES 
                                          ---------------------------
                                           Robert M. Jones
                                           Chief Financial Officer of
                                           Eldorado Resorts LLC (Principal
                                           Financial and Accounting Officer)



                                        ELDORADO CAPITAL CORP.
                                        ----------------------


Date:  August 13, 1997                  By: /s/ DONALD L. CARANO
                                          ---------------------------
                                           Donald L. Carano
                                           President

Date:  August 13, 1997                  By: /s/ GENE R. CARANO
                                          ---------------------------
                                           Gene R. Carano
                                           Treasurer (Principal Financial and
                                           Accounting Officer)



                                      16



<PAGE>


                                  EXHIBITS INDEX


EXHIBIT 
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      -----------------------
4                            Amendment No. 1, dated as of 
                             July 31, 1997, to Loan Agreement
                             dated as of July 31, 1996 among
                             Eldorado Resorts LLC and Bank of
                             America National Trust and
                             Savings Association, as
                             Administrative Agent

27                           Financial Data Schedule 
                             for the three months and
                             six months ended June 30, 1997

                                      17