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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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

FOR THE QUARTERLY PERIOD ENDED September 30, 2007.

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 333-87202



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CIRCUS AND ELDORADO JOINT
VENTURE

SILVER LEGACY CAPITAL CORP.

(Exact names of registrants as specified in their charters)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0310787                          
|Nevada                                                         |  | 71-0868362                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

407 North Virginia Street, Reno, Nevada 89501

(Address of principal executive offices, including zip code)

(800) 687-7733

(Registrants 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 ̈

Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filers ̈Accelerated filers ̈Non-accelerated filers  x

Indicate by check mark whether either of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act).



|                                  |  |               |  | 
|--------------------------------- |  | ------------- |  | 
|Circus and Eldorado Joint Venture |  | Yes ̈No  x     |  | 
|Silver Legacy Capital Corp.       |  | Yes  x    No ̈ |  | 

The number of shares of Silver Legacy Capital Corp.s common stock outstanding at
November 14, 2007 was 2,500. All of these shares are owned by Circus and Eldorado Joint Venture.



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##### Table of Contents

CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

FORM 10-Q

INDEX



|           |  |                       |  |                                                                                                                       |  |         
|---------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | --------
|           |  |                       |  |                                                                                                                       |  | Page No.
|PART I.    |  | FINANCIAL INFORMATION |  |                                                                                                                      
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements:                                                                                                 |  |         
|           |  |                       | 
|           |  |                       |  | Unaudited Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006                        |  | 3       
|           |  |                       | 
|           |  |                       |  | Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2007 and 2006 |  | 4       
|           |  |                       | 
|           |  |                       |  | Unaudited Condensed Consolidated Statements of Partners Equity for the Nine Months Ended September 30, 2007          |  | 5       
|           |  |                       | 
|           |  |                       |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006       |  | 6       
|           |  |                       | 
|           |  |                       |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                        |  | 7       
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                 |  | 10      
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                            |  | 17      
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                               |  | 17      
|           |  |                      
|PART II.   |  | OTHER INFORMATION     |  |                                                                                                                      
|           |  |                       | 
|           |  | Item 5.               |  | Other Information                                                                                                     |  | 18      
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits                                                                                                              |  | 18      
|           | 
|SIGNATURES |  | 19                   



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                       |  |                   |         |                  |   |        
|-------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                       |  | September 30,2007 |         | December 31,2006
|ASSETS                                 |  |                   |         |                  |   |        
|CURRENT ASSETS:                        |  |                   |         |                  |   |        
|Cash and cash equivalents              |  | $                 | 50,464  |                  | $ | 47,179 
|Accounts receivable, net               |  |                   | 5,399   |                  |   | 6,007  
|Inventories                            |  |                   | 2,128   |                  |   | 2,131  
|Prepaid expenses and other             |  |                   | 4,582   |                  |   | 3,346  
|                                       |  |                   |         |                  |   |        
|Total current assets                   |  |                   | 62,573  |                  |   | 58,663 
|                                       |  |                  
|PROPERTY AND EQUIPMENT, NET            |  |                   | 252,163 |                  |   | 255,769
|OTHER ASSETS, NET                      |  |                   | 9,657   |                  |   | 8,897  
|                                       |  |                   |         |                  |   |        
|Total Assets                           |  | $                 | 324,393 |                  | $ | 323,329
|                                       |  |                   |         |                  |   |        
|LIABILITIES AND PARTNERS EQUITY       |  |                   |         |                  |   |        
|CURRENT LIABILITIES:                   |  |                   |         |                  |   |        
|Accounts payable                       |  | $                 | 4,467   |                  | $ | 6,694  
|Accrued interest                       |  |                   | 1,363   |                  |   | 5,413  
|Accrued and other liabilities          |  |                   | 10,756  |                  |   | 10,752 
|                                       |  |                   |         |                  |   |        
|Total current liabilities              |  |                   | 16,586  |                  |   | 22,859 
|                                       |  |                  
|LONG-TERM DEBT                         |  |                   | 159,725 |                  |   | 159,679
|OTHER LONG-TERM LIABILITIES            |  |                   | 5,966   |                  |   | 5,195  
|                                       |  |                   |         |                  |   |        
|Total liabilities                      |  |                   | 182,277 |                  |   | 187,733
|                                       |  |                  
|PARTNERS EQUITY                       |  |                   | 142,116 |                  |   | 135,596
|                                       |  |                   |         |                  |   |        
|Total Liabilities and Partners Equity |  | $                 | 324,393 |                  | $ | 323,329
|                                       |  |                   |         |                  |   |        

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



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CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands)



|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------ |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                     |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                     |  | 2007                            |        |   | 2006                           |   |        | 2007 |  |   | 2006    |  
|OPERATING REVENUES:                  |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Casino                               |  | $                               | 23,455 |   |                                | $ | 25,141 |      |  | $ | 66,864  |   |  | $ | 66,753  |  
|Rooms                                |  |                                 | 13,098 |   |                                |   | 12,540 |      |  |   | 35,608  |   |  |   | 32,604  |  
|Food and beverage                    |  |                                 | 9,536  |   |                                |   | 10,314 |      |  |   | 28,952  |   |  |   | 27,556  |  
|Other                                |  |                                 | 2,136  |   |                                |   | 2,427  |      |  |   | 6,702   |   |  |   | 6,468   |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|                                     |  |                                 | 48,225 |   |                                |   | 50,422 |      |  |   | 138,126 |   |  |   | 133,381 |  
|Less: promotional allowances         |  |                                 | (4,164 | ) |                                |   | (3,974 | )    |  |   | (11,765 | ) |  |   | (10,611 | )
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Net operating revenues               |  |                                 | 44,061 |   |                                |   | 46,448 |      |  |   | 126,361 |   |  |   | 122,770 |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|OPERATING EXPENSES:                  |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Casino                               |  |                                 | 11,590 |   |                                |   | 11,612 |      |  |   | 32,778  |   |  |   | 32,444  |  
|Rooms                                |  |                                 | 3,412  |   |                                |   | 3,463  |      |  |   | 10,016  |   |  |   | 9,643   |  
|Food and beverage                    |  |                                 | 6,782  |   |                                |   | 7,060  |      |  |   | 20,482  |   |  |   | 19,312  |  
|Other                                |  |                                 | 1,386  |   |                                |   | 1,912  |      |  |   | 4,880   |   |  |   | 5,097   |  
|Selling, general and administrative  |  |                                 | 8,843  |   |                                |   | 8,682  |      |  |   | 25,744  |   |  |   | 25,029  |  
|Depreciation                         |  |                                 | 3,479  |   |                                |   | 3,169  |      |  |   | 10,245  |   |  |   | 9,466   |  
|(Gain) loss on disposition of assets |  |                                 | (20    | ) |                                |   | (8     | )    |  |   | 105     |   |  |   | (65     | )
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses             |  |                                 | 35,472 |   |                                |   | 35,890 |      |  |   | 104,250 |   |  |   | 100,926 |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|OPERATING INCOME                     |  |                                 | 8,589  |   |                                |   | 10,558 |      |  |   | 22,111  |   |  |   | 21,844  |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|OTHER (INCOME) EXPENSE:              |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Interest expense, net                |  |                                 | 4,232  |   |                                |   | 4,244  |      |  |   | 12,719  |   |  |   | 12,744  |  
|Interest income                      |  |                                 | (528   | ) |                                |   | (241   | )    |  |   | (1,230  | ) |  |   | (568    | )
|Other                                |  |                                 | (131   | ) |                                |   | (55    | )    |  |   | (424    | ) |  |   | (112    | )
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|Total other (income) expense         |  |                                 | 3,573  |   |                                |   | 3,948  |      |  |   | 11,065  |   |  |   | 12,064  |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  
|NET INCOME                           |  | $                               | 5,016  |   |                                | $ | 6,610  |      |  | $ | 11,046  |   |  | $ | 9,780   |  
|                                     |  |                                 |        |   |                                |   |        |      |  |   |         |   |  |   |         |  

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



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CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS EQUITY

(In thousands)



|                                |  |               |        |   |                       |   |        |       |  |   |         |  
|------------------------------- |  | ------------- | ------ | - | --------------------- | - | ------ | ----- |  | - | ------- | -
|                                |  | Galleon, Inc. |        |   | Eldorado Resorts, LLC |   |        | Total | 
|BALANCE, January 1, 2007 (1)    |  | $             | 62,798 |   |                       | $ | 72,798 |       |  | $ | 135,596 |  
|Net income                      |  |               | 5,523  |   |                       |   | 5,523  |       |  |   | 11,046  |  
|Partner Distributions           |  |               | (2,263 | ) |                       |   | (2,263 | )     |  |   | (4,526  | )
|                                |  |               |        |   |                       |   |        |       |  |   |         |  
|BALANCE, September 30, 2007 (1) |  | $             | 66,058 |   |                       | $ | 76,058 |       |  | $ | 142,116 |  
|                                |  |               |        |   |                       |   |        |       |  |   |         |  

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|(1) | Balances include Accumulated Other Comprehensive Income totaling ($122,000) comprised of ($61,000) each for Galleon, Inc. and Eldorado Resorts, LLC.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

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



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CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                  |      |                                |        |      |  |   |        |  
|--------------------------------------------------------------------------------- | ---- | ------------------------------ | ------ | ---- |  | - | ------ | -
|                                                                                  |      | Nine Months EndedSeptember 30, |       
|                                                                                  | 2007 |                                |        | 2006 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |      |                                |        |      |  |   |        |  
|Net income                                                                        |      | $                              | 11,046 |      |  | $ | 9,780  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |      |                                |        |      |  |   |        |  
|Depreciation and amortization                                                     |      |                                | 10,761 |      |  |   | 10,008 |  
|(Gain) loss on disposition of assets                                              |      |                                | 105    |      |  |   | (65    | )
|Increase in accrued pension cost                                                  |      |                                | 770    |      |  |   | 636    |  
|Provision for doubtful accounts                                                   |      |                                | 401    |      |  |   | 388    |  
|Increase in cash value of insurance policies in excess of premiums paid           |      |                                | 424    |      |  |   | 115    |  
|Changes in current assets and current liabilities:                                |      |                                |        |      |  |   |        |  
|Accounts receivable                                                               |      |                                | 207    |      |  |   | (206   | )
|Inventories                                                                       |      |                                | 3      |      |  |   | 26     |  
|Prepaid expenses and other                                                        |      |                                | (1,236 | )    |  |   | (1,459 | )
|Accounts payable                                                                  |      |                                | (2,227 | )    |  |   | (988   | )
|Accrued interest                                                                  |      |                                | (4,050 | )    |  |   | (4,050 | )
|Accrued and other liabilities                                                     |      |                                | 4      |      |  |   | 1,023  |  
|                                                                                  |      |                                |        |      |  |   |        |  
|Net cash provided by operating activities                                         |      |                                | 16,208 |      |  |   | 15,208 |  
|                                                                                  |      |                                |        |      |  |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |      |                                |        |      |  |   |        |  
|Proceeds from sale of assets                                                      |      |                                | 112    |      |  |   | 108    |  
|Increase in other assets                                                          |      |                                | (1,672 | )    |  |   | (1,018 | )
|Purchase of property and equipment                                                |      |                                | (6,824 | )    |  |   | (4,531 | )
|                                                                                  |      |                                |        |      |  |   |        |  
|Net cash used in investing activities                                             |      |                                | (8,384 | )    |  |   | (5,441 | )
|                                                                                  |      |                                |        |      |  |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |      |                                |        |      |  |   |        |  
|Debt issuance costs                                                               |      |                                | (13    | )    |  |   |       |  
|Distributions to partners                                                         |      |                                | (4,526 | )    |  |   | (3,232 | )
|                                                                                  |      |                                |        |      |  |   |        |  
|Net cash used in financing activities                                             |      |                                | (4,539 | )    |  |   | (3,232 | )
|                                                                                  |      |                                |        |      |  |   |        |  
|CASH AND CASH EQUIVALENTS:                                                        |      |                                |        |      |  |   |        |  
|Net increase for the period                                                       |      |                                | 3,285  |      |  |   | 6,535  |  
|Balance, beginning of period                                                      |      |                                | 47,179 |      |  |   | 35,142 |  
|                                                                                  |      |                                |        |      |  |   |        |  
|Balance, end of period                                                            |      | $                              | 50,464 |      |  | $ | 41,677 |  
|                                                                                  |      |                                |        |      |  |   |        |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                               |      |                                |        |      |  |   |        |  
|Cash paid during period for interest                                              |      | $                              | 16,253 |      |  | $ | 16,253 |  
|                                                                                  |      |                                |        |      |  |   |        |  

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



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CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies and Basis of Presentation

Principles of Consolidation/Operations

Effective March 1, 1994, Eldorado Limited Liability Company (a Nevada limited liability company owned and controlled by Eldorado Resorts, LLC)
(ELLC) and Galleon, Inc. (a Nevada corporation owned and controlled by MGM MIRAGE and previously owned and controlled by Mandalay Resort Group (Mandalay) (Galleon and, collectively with ELLC, the
Partners), entered into a joint venture agreement to establish Circus and Eldorado Joint Venture (the Partnership), a Nevada general partnership. The Partnership owns and operates a casino and hotel located in Reno, Nevada
(Silver Legacy), which began operations on July 28, 1995. ELLC contributed land to the Partnership with a fair value of $25,000,000 and cash of $26,900,000 for a total equity investment of $51,900,000. Galleon contributed cash to
the Partnership of $51,900,000 to comprise their total equity investment. Each partner has a 50% interest in the Partnership.

On
April 25, 2005, a wholly owned subsidiary of MGM MIRAGE (MGM) was merged with and into Mandalay as a result of which Mandalay became a wholly owned subsidiary of MGM MIRAGE. With the consummation of the merger, MGM MIRAGE acquired
Mandalays ownership of Galleon, Inc.

The condensed consolidated financial
statements include the accounts of the Partnership and its wholly owned subsidiary, Silver Legacy Capital Corp. (Capital). Capital was established solely for the purpose of serving as a co-issuer of $160,000,000 principal amount of
101/8% mortgage notes due 2012 issued by the Partnership and Capital and, as such, Capital does not have any
operations, assets, or revenues. 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, all of which are normal and recurring, necessary to present fairly the financial position of the Partnership as of
September 30, 2007, and the results of operations for the three and nine months ended September 30, 2007 and 2006 and cash flows for the nine months ended September 30, 2007 and 2006. 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 accounting principles generally accepted in the United States of America 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 Partnerships annual report on Form 10-K for the year ended December 31, 2006.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (the FASB) issued Statement No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R) (FASB 158). FASB 158 requires the full recognition, as an asset or liability, of the overfunded
or underfunded status of a company-sponsored postretirement benefit plan. Adoption of FASB 158 is effective as of the end of the Partnerships fiscal year ending December 31, 2007. We are evaluating FASB 158 and have not yet determined the
impact its adoption will have on our consolidated financial statements.



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In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value at specified election dates and
to subsequently report in earnings any unrealized gains and losses on items for which the fair value option was elected. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted provided the
provisions of SFAS No. 157, Fair Value Measurements, as described below, are also applied. We have not yet determined the effect, if any, SFAS No. 159 will have on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value in accounting principles generally
accepted in the United States of America and expands disclosures about fair value measurements. This statement is effective for fiscal years beginning after November 15, 2007. We have not yet determined the effect, if any, SFAS No. 157
will have on our consolidated financial statements.

Note 2. Certain Risks and Uncertainties

A significant portion of the Partnerships revenues and operating income are generated from patrons who are residents of northern California. A
change in general economic conditions or the extent and nature of casino gaming in California, Washington or Oregon could adversely affect the Partnerships operating results. In March 2000, California voters approved the constitutional
amendment which legalized Nevada-style gaming on Native American reservations. Many existing Native American gaming facilities in northern California are modest compared to Silver Legacy. However, several Native American tribes have
established large-scale gaming facilities in California and many Native American tribes have announced that they are in the process of expanding, developing, or are considering establishing large-scale hotel and gaming facilities in northern
California.

Under their current compacts, most Native American tribes in California may operate up to 2,000 slot machines, and up to two
gaming facilities may be operated on any reservation. However, under action taken by the National Indian Gaming Commission, gaming devices similar in appearance to slot machines, but which are deemed to be technological enhancements to bingo style
gaming, are not subject to such limits and may be used by tribes without state permission. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may enter into with the State of
California that receive the requisite approvals, such as has been the case with respect to a number of new or amended compacts which have been executed and approved.

In April 2007, the California Senate approved amendments to the compacts of five Native American tribes. In June 2007, the California Assembly approved four of these five compacts which increased the number of slot
machines permitted to be operated by two of the four tribes from 2,000 to 5,000 each and increased the number that may be operated by each of the other two tribes from 2,000 to 7,500 each. Management believes that the increase in the number of slot
machines permitted to be operated by the four tribes will not significantly impact Silver Legacys operations since the casinos operated by those tribes are located in southern California. However, similar modifications to the compacts of
tribes that operate casinos in central or northern California, where the largest number of slot machines currently permitted to be operated by a tribe is 2,700, could have a material adverse impact on our operations, depending on the number of
tribes securing modification of their compacts, the number of additional machines permitted and the locations of the properties utilizing the additional machines.

We believe the continued growth of Native American gaming establishments, including the addition of hotel rooms and other amenities, could continue to place additional competitive pressure on our operations. While we
cannot predict the extent of any future impact, it could be significant.

Note 3. Long-Term Debt

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



|                                                                                            |  |                   |         |                  |   |        
|------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                                                                            |  | September 30,2007 |         | December 31,2006
|101/8% Mortgage Notes due 2012 (net of unamortized discount of $275 and $321, respectively) |  | $                 | 159,725 |                  | $ | 159,679

On March 5, 2002, the Partnership and Capital (collectively, the Issuers) issued
$160,000,000 principal amount of senior secured mortgage notes due 2012 (Notes). Concurrent with issuing the Notes, the Partnership



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##### Table of Contents

entered into a senior secured credit facility (the Credit Facility) for $40,000,000. The proceeds from the Notes, together with $26,000,000 in
borrowings under the Credit Facility, were used to repay $150,200,000 representing all of the indebtedness outstanding under a prior bank credit facility and to fund $30,000,000 of distributions to the Partners. In addition, the remaining proceeds
along with operating cash flows were used to pay $6,300,000 in related fees and expenses of the transactions. These fees were capitalized and are included in other assets.

The Notes are senior secured obligations which rank equally with all of the Partnerships
outstanding senior debt and senior to any subordinated debt. The Notes are secured by a security interest in the Issuers existing and future assets, which is junior to a security interest in such assets securing the Partnerships
obligations on the Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partners executed a pledge of all of its partnership interest in the Partnership to secure the Notes, which
is junior to a pledge of such partnership interest to secure the Partnerships obligations on the Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. The Notes mature on March 1,
2012 and bear interest at the rate of 101/8% per annum, payable semi-annually in arrears on March 1
and September 1 of each year, commencing on September 1, 2002.

The Credit Facility originally provided for a $20,000,000
senior secured revolving credit facility and a $20,000,000 five-year term loan facility, each of which provided for the payment of interest at floating rates based on LIBOR plus a spread. The commitment under the term loan facility originally
provided for periodic reductions with the remaining balance due March 31, 2007.

The Notes and Credit Facility contain various
restrictive covenants including the maintenance of certain financial ratios and limitations on additional debt, disposition of property, mergers and similar transactions. On November 4, 2003, the Partnership, U.S. Bank, N.A. and Bank of
America, N.A., executed an amendment to the Credit Facility which reduced the revolving facility to $10,000,000 and revised certain covenant ratios with retroactive effect to September 30, 2003. On June 15, 2005, the parties executed a
further amendment to the Credit Facility to provide a conditional waiver of the facilitys financial covenants in respect of the quarter ended June 30, 2005, and each subsequent quarter through and including December 31, 2005,
provided that no additional credit was extended under the Credit Facility during the quarter for which the waiver was relied upon. In addition, as a condition precedent to any draw on the Credit Facility subsequent to June 15, 2005, the
Partnership must be in compliance with the Credit Facilitys financial covenants as to the then most recent fiscal quarter in respect of which the Partnership is required to deliver financial statements pursuant to section 6.1 of the Credit
Facility.

On March 2, 2006, the Partnership executed a further amendment to the Credit Facility which extended the previously granted
waiver for any defaults under the Credit Facilitys covenants to cover the fiscal quarter ended March 31, 2006 and each subsequent fiscal quarter through and including December 31, 2006, provided that no additional credit was extended
under the Credit Facility during such quarters. The March 2, 2006 amendment also waived for 2005 the covenant in Section 7.8 of the Credit Facility which then limited capital expenditures to $10,000,000 within a calendar year, which the
Partnership exceeded for the year ended December 31, 2005. In addition, the amendment raised the capital expenditure limit to $12,500,000 for future calendar years.

On March 28, 2007, an additional amendment was executed to extend the Credit Facilitys original maturity date of March 31, 2007 for an additional year to March 31, 2008. This amendment also
reduced the minimum ratio of EBITDA to fixed charges to 1.10 to 1.00 and raised the capital expenditure limit to an aggregate of $15,000,000 in any twelve-month period. Furthermore, this amendment revised in its entirety Section 7.16 of the
Credit Facility to allow for prepayments of the Notes provided certain conditions precedent are satisfied. Fees totaling $13,000, which were capitalized and are included in other assets, were paid in relation to the transaction. There was no debt
outstanding under the Credit Facility at September 30, 2007. As of such date, the Partnership was in compliance with all of the covenants in the Credit Facility and had the ability to borrow on a revolving basis all of the $10,000,000 available
under the Credit Facility. As of September 30, 2007, the Partnership also was in compliance with the covenants in the indenture relating to the Notes.

Note 4. Related Parties

An affiliate of each of our Partners owns and operates a casino attached and adjacent to Silver
Legacy. Our Partners may be deemed to be in a conflict of interest position with respect to decisions they make relating to the Partnership as a result of the interests their affiliates have in the Eldorado Hotel & Casino and Circus Circus
Hotel & Casino-Reno, respectively.



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Note 5. Supplemental Executive Retirement Plan

Effective January 1, 2002, the Partnership adopted a Supplemental Executive Retirement Plan (SERP) for a select group of highly
compensated management employees. The SERP provides for a lifetime benefit at age 65, based on a formula which takes into account a participants highest annual compensation, years of service, and executive level. The SERP also provides an
early retirement benefit at age 55 with at least four years of service, a disability provision, and a lump sum death benefit. While the SERP is an unfunded plan, the Partnership is informally funding the plan through life insurance contracts on the
participants. The Partnership anticipates that its periodic pension cost for the year ending December 31, 2007 will be approximately $1,059,000, of which $794,000 had been accrued as of September 30, 2007.

Note 6. Partnership Agreement

Concurrent with the
issuance of the Notes on March 5, 2002, the Partnerships partnership agreement was amended and restated in its entirety and was further amended in April 2002 (the Partnership Agreement). The Partnership Agreement provides for,
among other things, profits and losses to be allocated to the Partners in proportion to their percentage interests, separate capital accounts to be maintained for each Partner, provisions for management of the Partnership and payment of
distributions and bankruptcy and/or dissolution of the Partnership. The April 2002 amendments were principally (i) to provide equal voting rights for ELLC and Galleon with respect to approval of the Partnerships annual business plan and
the appointment and compensation of the general manager, and (ii) to give each Partner the right to terminate the general manager.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Overview

Effective March 1, 1994,
Eldorado Limited Liability Company (ELLC), a Nevada limited liability company owned and controlled by Eldorado Resorts LLC, and Galleon, Inc. (Galleon), a Nevada corporation now owned and controlled by MGM MIRAGE, entered
into a joint venture agreement to establish the Partnership for the purpose of constructing, owning and operating Silver Legacy. Capital, a wholly owned subsidiary of the Partnership, was incorporated for the sole purpose of serving as a co-issuer
of the $160 million principal amount of 10 1/8% mortgage notes due 2012 co-issued by the Partnership and
Capital (the Notes), and does not have any operations, assets or revenues.

On July 28, 1995, Silver Legacy
commenced operations as a hotel-casino in downtown Reno, Nevada. Silver Legacy is a leader within the Reno market, offering the largest number of table games and the second largest number of slot machines and hotel rooms of any property in the Reno
market. Silver Legacys net operating revenues and income are derived largely from gaming activities. In an effort to enhance our gaming revenues, we attempt to maximize the use of our gaming facilities at Silver Legacy by providing a
well-balanced casino environment that contains a mix of games attractive to multiple market segments. Rooms, food and beverage also contribute a large portion of our net revenues.

Our operating results are highly dependent on the volume of customers visiting and staying at our resort. Key volume indicators include table games drop
and slot handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. In addition, hotel occupancy and price
per room, or average daily rate (ADR), are key indicators for our hotel business.

Significant Factors Affecting Results of Operations

Expansion of Native American Gaming

A
significant portion of Silver Legacys revenues and operating income are generated from patrons who are residents of northern California, and, as such, our results of operations have been adversely impacted by the growth in Native American
gaming in northern California. Many existing Native American gaming facilities in northern California are modest compared to Silver Legacy. However, several Native American tribes have established large-scale gaming facilities in California and many
Native American tribes have announced that they are in the process of expanding, developing, or are considering establishing, large-scale hotel and gaming facilities in northern California. As northern California Native American gaming operations
have expanded, we believe the increasing competition generated by these gaming operations has negatively impacted drive-in, day-trip visitor traffic from our main feeder markets in northern California.



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Under their current compacts, most Native American tribes in California may operate up to 2,000 slot
machines, and up to two gaming facilities may be operated on any reservation. However, under action taken by the National Indian Gaming Commission, gaming devices similar in appearance to slot machines, but which are deemed to be technological
enhancements to bingo style gaming, are not subject to such limits and may be used by tribes without state permission. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may
enter into with the State of California that receive the requisite approvals, such as has been the case with respect to a number of new or amended compacts which have been executed and approved.

In April 2007, the California Senate approved amendments to the compacts of five Native American tribes. In June 2007, the California Assembly approved
four of these five compacts which increased the number of slot machines permitted to be operated by two of the four tribes from 2,000 to 5,000 each and increased the number that may be operated by each of the other two tribes from 2,000 to 7,500
each. Management believes that the increase in the number of slot machines permitted to be operated by the four tribes will not significantly impact Silver Legacys operations since the casinos operated by those tribes are located in southern
California. However, similar modifications to the compacts of tribes that operate casinos in central or northern California, where the largest number of slot machines currently permitted to be operated by a tribe is 2,700, could have a material
adverse impact on our operations, depending on the number of tribes securing modification of their compacts, the number of additional machines permitted and the locations of the properties utilizing the additional machines.

We believe the continued growth of Native American gaming establishments, including the addition of hotel rooms and other amenities, could continue to
place additional competitive pressure on our operations. While we cannot predict the extent of any future impact, it could be significant.

Bowling
Tournaments Within the Reno Market

The National Bowling Stadium, located one block from Silver Legacy, is one of the largest bowling
complexes in North America and has been selected to host multi-month tournaments in Reno two of every three years through 2018. Historically, these bowling tournaments have attracted a significant number of visitors to the Reno market and have
benefited the downtown area. In 2007, the United States Bowling Congress Open Tournament (USBC Open Tournament) began in mid-February and continued through June. Both men and women bowlers participated in the USBC Open Tournament which
attracted approximately 80,000 bowlers to the Reno market during the tournament period. In 2006, the United States Bowling Congress Womens Bowling Tournament (USBC Womens Tournament) took place from mid-March through the
first week of July and brought approximately 50,000 bowlers to downtown Reno.

Summary Financial Results

The following table highlights the results of our operations (dollars in thousands):



|                   |  |                                    |        |                                    |   |               |  |       |                                   |  |                                   |         |               |   |         |  |      |  
|------------------ |  | ---------------------------------- | ------ | ---------------------------------- | - | ------------- |  | ----- | --------------------------------- |  | --------------------------------- | ------- | ------------- | - | ------- |  | ---- | -
|                   |  | Three monthsendedSeptember 30,2007 |        | Three monthsendedSeptember 30,2006 |   | PercentChange |  |       | Nine monthsendedSeptember 30,2007 |  | Nine monthsendedSeptember 30,2006 |         | PercentChange |  
|Net revenues       |  | $                                  | 44,061 |                                    | $ | 46,448        |  | (5.1  | )%                                |  | $                                 | 126,361 |               | $ | 122,770 |  | 2.9  | %
|Operating expenses |  |                                    | 35,472 |                                    |   | 35,890        |  | (1.2  | )                                 |  |                                   | 104,250 |               |   | 100,926 |  | 3.3  |  
|Operating income   |  |                                    | 8,589  |                                    |   | 10,558        |  | (18.6 | )                                 |  |                                   | 22,111  |               |   | 21,844  |  | 1.2  |  
|Net income         |  |                                    | 5,016  |                                    |   | 6,610         |  | (24.1 | )                                 |  |                                   | 11,046  |               |   | 9,780   |  | 12.9 |  

Net Revenues. During the third quarter of 2007 compared to the same prior year period, net
revenues fell mainly due to declines in casino, food and entertainment revenues resulting from decreases in casino volume, concert event dates and restaurant guest counts. We believe the declines in our business levels were attributable to factors
impacting Renos tourism market as a whole including a slowdown in the national economy, specifically within our feeder markets in northern California, escalated gasoline prices which negatively affected drive-in visitor traffic, the continued
increase in competition generated by growth in Native American gaming, and a decline in city-wide convention room nights. However, despite a decline in hotel occupancy, the aforementioned departmental revenue decreases were partially offset by
growth in our rooms revenues which was driven by higher room rates throughout the third quarter of 2007 compared to the 2006 period.

For
the nine months ended September 30, 2007 compared to the same prior year period, net revenues benefited from gains among all revenue segments. We believe the primary contributor to these revenue increases was the increased visitation generated
by the previously discussed USBC Open Tournament during the first half of 2007 which brought more bowlers to the Reno market than did the 2006 USBC Womens Tournament. In addition, an increase in the number of concert dates combined with
targeted and aggressive casino marketing efforts during the first half of 2007 compared to the same prior year period also contributed to the increase in net revenues.



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Operating Income and Net Income. Operating income and net income both decreased during the third
quarter of 2007 compared to the 2006 period as a result of lower departmental revenues. Additionally, increases in selling, general and administrative costs combined with higher depreciation expense also produced declines in operating income and net
income during the third quarter of 2007 compared to the 2006 period.

During the nine months ended September 30, 2007 compared to the
same prior year period, operating income and net income increased primarily due to the previously discussed growth in net revenues. Operating income and net income benefited from higher room rates which resulted in an improved profit margin,
excluding depreciation expense, during the nine-month period in 2007 compared to 2006. In addition, increased interest income produced higher net income during the nine months ended September 30, 2007 compared to the same prior year period.

Revenues

The following table
highlights our sources of net operating revenues (dollars in thousands):



|                       |  |                                    |        |                                    |   |               |  |       |                                   |  |                                   |        |               |   |        |  |      |  
|---------------------- |  | ---------------------------------- | ------ | ---------------------------------- | - | ------------- |  | ----- | --------------------------------- |  | --------------------------------- | ------ | ------------- | - | ------ |  | ---- | -
|                       |  | Three monthsendedSeptember 30,2007 |        | Three monthsendedSeptember 30,2006 |   | PercentChange |  |       | Nine monthsendedSeptember 30,2007 |  | Nine monthsendedSeptember 30,2006 |        | PercentChange |  
|Casino                 |  | $                                  | 23,455 |                                    | $ | 25,141        |  | (6.7  | )%                                |  | $                                 | 66,864 |               | $ | 66,753 |  | 0.2  | %
|Rooms                  |  |                                    | 13,098 |                                    |   | 12,540        |  | 4.4   |                                   |  |                                   | 35,608 |               |   | 32,604 |  | 9.2  |  
|Food and beverage      |  |                                    | 9,536  |                                    |   | 10,314        |  | (7.5  | )                                 |  |                                   | 28,952 |               |   | 27,556 |  | 5.1  |  
|Other                  |  |                                    | 2,136  |                                    |   | 2,427         |  | (12.0 | )                                 |  |                                   | 6,702  |               |   | 6,468  |  | 3.6  |  
|Promotional allowances |  |                                    | 4,164  |                                    |   | 3,974         |  | 4.8   |                                   |  |                                   | 11,765 |               |   | 10,611 |  | 10.9 |  

Casino Revenues.Declines in table games drop and slot handle of 6.1% and 7.0%,
respectively, resulted in lower casino revenues during the third quarter of 2007 compared to the 2006 period. We believe our casino volume during the current quarter was impacted by the previously discussed factors which affected net revenues. In
addition, casino revenues were also adversely affected by a lower table games hold percentage during the third quarter of 2007 compared to the 2006 period.

During the nine months ended September 30, 2007 compared to the same prior year period, table games drop grew 6.3% while slot handle declined 1.7%. Table games play, and to a lesser extent, slot handle benefited
from the increased traffic associated with the USBC Open Tournament during the first six months of 2007 which generated more visitation than did the USBC Womens Tournament during the first six months of 2006. Historically, the USBC Open
Tournament has attracted table games players as compared to the USBC Womens Tournament, which has typically had a greater positive impact on slot volume. Growth in casino volume experienced during the first half of the year was offset by
declines during the third quarter of 2007 compared to the same periods in 2006. Moreover, casino revenues during the nine months ended September 30, 2007 compared to the same prior year period were also impacted by a lower table games hold
percentage.

Rooms Revenues.During the third quarter of 2007 compared to the 2006 period, our rooms revenues increased as a result
of higher room rates despite a decline in hotel occupancy. During the three months ended September 30, 2007, our ADR and occupancy were $89.41 and 86.6%, respectively, compared to $78.86 and 93.0%, respectively, for the three months ended
September 30, 2006. Occupied room nights decreased during the current quarter compared to the same prior year period primarily due to a decline in convention, wholesale and casino room nights resulting from fewer convention groups and a
reduction in concert dates.

During the nine months ended September 30, 2007 compared to the same prior year period, our rooms
revenues grew as a result of both a higher ADR and occupancy percentage. Our ADR and occupancy were $81.89 and 85.8%, respectively, for the nine months ended September 30, 2007 compared to $74.75 and 85.5%, respectively, for the nine months
ended September 30, 2006. These increases in ADR and occupancy were primarily driven by growth in our convention segment attributable to the USBC Tournament along with a general rise in room rates within the Reno market. Moreover, additional
concert nights and casino promotional room offers during the first six months of 2007 compared to the same prior year period produced increases in hotel occupancy during the nine months ended September 30, 2007 compared to the same prior year
period.

Food and Beverage Revenues. During the third quarter of 2007 compared to the 2006 period, food revenues decreased primarily
due to a decline in banquet revenues associated with several large conventions which took place



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during the third quarter of 2006. In addition, lower restaurant guest counts attributable to the same factors affecting net revenues also contributed to the
decrease during the current quarter compared to the 2006 period. Beverage revenues remained flat during the third quarter of 2007 compared to the 2006 period and benefited from revenues generated by our new bar, Drinx Lounge, which opened in
December 2006.

Food and beverage revenues rose during the nine months ended September 30, 2007 compared to the same prior year period
mainly due to increased visitors to our property in connection with the USBC Tournament along with selective price increases associated with our buffet, steakhouse and coffee shop, all of which have undergone recent renovations. Additionally, cash
beverage sales have continued to rise as a result of increased revenues produced by Drinx Lounge.

Other Revenues. Other revenues
are comprised of revenues generated by our retail outlets, entertainment, events pavilion, and other miscellaneous items. The decline in other revenues during the third quarter of 2007 compared to the 2006 period was mainly due to decreased
entertainment revenues resulting from fewer concerts produced by Silver Legacy, either on-property or at the downtown Reno Events Center. Retail and other miscellaneous revenues remained flat during the third quarter of 2007 compared to the 2006
period.

During the nine months ended September 30, 2007 compared to the same prior year period, other revenues increased primarily
due to increased entertainment revenues associated with additional concert dates during the first half of 2007 compared to the same prior year period along with a slight increase in retail revenues. These increases were partially offset by a decline
in revenues associated with the absence of our events pavilion which was located across North Virginia Street from Silver Legacy on a special events plaza previously owned by our affiliates. The events pavilion was removed in January of 2007 to
allow for the construction of a new city-owned ballroom facility on the plaza site which will be operated and managed by Silver Legacy, together with the adjoining Eldorado and Circus Circus properties. Construction is expected to be completed
during the first quarter of 2008. Several large banquet functions held in the events pavilion produced revenues throughout the first six months of 2006.

Promotional Allowances. Promotional allowances, expressed as a percentage of gross revenues, increased to 8.6% and 8.5%, respectively, during the three and nine months ended September 30, 2007 compared to
7.9% and 8.0%, respectively, during the three and nine months ended September 30, 2006. These increases were primarily attributable to increases in complimentary rooms, food and retail promotional offers to our casino customers during both
periods in 2007 compared to 2006. In addition, complimentary concert ticket costs rose as a result of the aforementioned increase in the number of concert dates during the first half of 2007 compared to the first half of 2006.

Operating Expenses

The following table highlights
our operating expenses (dollars in thousands):



|                                    |  |                                    |        |                                    |   |               |  |       |                                   |  |                                   |        |               |   |        |  |      |  
|----------------------------------- |  | ---------------------------------- | ------ | ---------------------------------- | - | ------------- |  | ----- | --------------------------------- |  | --------------------------------- | ------ | ------------- | - | ------ |  | ---- | -
|                                    |  | Three monthsendedSeptember 30,2007 |        | Three monthsendedSeptember 30,2006 |   | PercentChange |  |       | Nine monthsendedSeptember 30,2007 |  | Nine monthsendedSeptember 30,2006 |        | PercentChange |  
|Casino                              |  | $                                  | 11,590 |                                    | $ | 11,612        |  | (0.2  | )%                                |  | $                                 | 32,778 |               | $ | 32,444 |  | 1.0  | %
|Rooms                               |  |                                    | 3,412  |                                    |   | 3,463         |  | (1.5  | )                                 |  |                                   | 10,016 |               |   | 9,643  |  | 3.9  |  
|Food and beverage                   |  |                                    | 6,782  |                                    |   | 7,060         |  | (3.9  | )                                 |  |                                   | 20,482 |               |   | 19,312 |  | 6.1  |  
|Other                               |  |                                    | 1,386  |                                    |   | 1,912         |  | (27.5 | )                                 |  |                                   | 4,880  |               |   | 5,097  |  | (4.3 | )
|Selling, general and administrative |  |                                    | 8,843  |                                    |   | 8,682         |  | 1.9   |                                   |  |                                   | 25,744 |               |   | 25,029 |  | 2.9  |  
|Depreciation                        |  |                                    | 3,479  |                                    |   | 3,169         |  | 9.8   |                                   |  |                                   | 10,245 |               |   | 9,466  |  | 8.2  |  

Casino Expenses.During the third quarter of 2007 compared to the 2006 period, casino
expenses remained flat. Decreases in casino payroll and departmental operating expenses were partially offset by increases in the cost of rooms, food, beverage and retail complimentaries allocated to the casino department.

Casino expenses rose slightly during the nine months ended September 30, 2007 compared to the same prior year period. Declines in special events
expenditures combined with a decrease in the expense related to the expiration of unredeemed complimentaries were offset by increases in the cost of rooms, food, beverage and retail complimentaries allocated to the casino department, increased
gaming taxes and additional costs related to slot machine conversions and repairs.

Rooms Expenses. As a result of lower hotel
occupancy, rooms expenses declined during the third quarter of 2007 compared to the 2006 period.



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During the nine months ended September 30, 2007, rooms expenses increased over the same prior year
period due to an increase in hotel occupancy along with additional travel agent commissions expense associated with the USBC Open Tournament. However, higher room rates, along with efforts to control hotel costs including labor and supplies,
resulted in improved profit margins in the rooms department during both periods in 2007 compared to 2006.

Food and Beverage
Expenses. Food expenses declined during the third quarter of 2007 compared to the 2006 period in conjunction with the decline in restaurant guest counts and banquet revenues while beverage expenses remained flat.

Food expenses increased during the nine months ended September 30, 2007 compared to the same prior year period primarily due to higher food cost of
sales and labor in an effort to raise the quality and service throughout our restaurant venues. Beverage expenses increased during the nine months ended September 30, 2007 compared to the same prior year period as a result of higher beverage
revenues. However, lower beverage payroll and other beverage operating expenses, as a percentage of revenues, produced a higher profit margin within the beverage department during the nine-month period in 2007 compared to 2006.

Other Operating Expenses. Other operating expenses are comprised of expenses associated with the operation of our retail outlets and events
pavilion along with the entertainment departments production costs and professional fees. During the third quarter of 2007 compared to the 2006 period, other operating expenses declined due to lower entertainment expenses, principally for
professional entertainer fees, as a result of a decline in the number of concert dates during the current quarter. Retail expenses remained flat during the third quarter of 2007 compared to the 2006 period.

During the nine months ended September 30, 2007 compared to the same prior year period, other operating expenses decreased primarily due to the
previously discussed elimination of expenses associated with the events pavilion. This decline was partially offset by a slight increase in retail expenses along with an increase in entertainment expenses, principally for professional entertainer
fees, as a result of additional concert dates during the first half of 2007 compared to the same prior year period.

Selling, General
and Administrative Expenses. During the three and nine months ended September 30, 2007 compared to the same prior year periods, selling, general and administrative expenses increased primarily due to higher sales and marketing costs.
Additional administrative expenses also contributed to the increases in the 2007 periods resulting from increases in payroll and related benefits, credit card discounts associated with higher rooms revenues, professional services fees associated
with Sarbanes-Oxley compliance, and maintenance contracts related to our computer information systems.

Depreciation Expense.
Depreciation expense increased during the three and nine months ended September 30, 2007 compared to the same prior year periods primarily due to depreciation associated with new capital purchases.

Other (Income) Expense

Other (income) expense is
comprised of interest expense, interest income and other. During the three and nine months ended September 30, 2007 compared to the same prior year periods, interest expense remained flat while interest income continued to rise due to the
steady growth in our invested cash reserves. Other, in both periods, was related to the change in market value of the funded portion of our supplemental executive retirement plan.

Liquidity and Capital Resources

During the nine months ended September 30, 2007, we generated
cash flows from operating activities of $16.2 million compared to $15.2 million during the nine months ended September 30, 2006. The $1.0 million increase in cash provided by operations was primarily due to the $1.3 million increase in net
income which was partially offset by various changes in balance sheet accounts. The changes in these balance sheet accounts represented changes which occurred in the normal course of business. As of September 30, 2007, cash and cash equivalents
were $50.5 million, sufficient for normal operating requirements.

Cash used in investing activities for the nine months ended
September 30, 2007 was $8.4 million compared to $5.4 million for the nine months ended September 30, 2006, and related primarily to capital expenditures for various renovation projects and equipment purchases. Our executive committee has
approved $12.1 million in capital expenditures for 2007. In addition, our executive committee has approved up to an additional $3.2 million for equipment purchases for a city-owned ballroom facility currently under construction. The new ballroom
will be located across from Silver Legacy on a special events plaza which was previously owned by our affiliates and donated to the City of Reno in January of 2007.



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Cash used in financing activities during the nine months ended September 30, 2007 and 2006 were $4.5
million and $3.2 million, respectively, of which the majority represented tax distributions to our partners for 2007. The remainder of $13,000 related to costs associated with the one-year extension of the maturity date of our credit facility.

In July 2007, we renewed our general and liability insurance policies. Under these policies, the Partnership and the owner of the adjacent
Eldorado property, Eldorado Resorts LLC (which is an affiliate of ELLC), have combined earthquake coverage of $350 million and combined flood coverage of $225 million. In the event that an earthquake causes damage only to the Partnerships
property, the Partnership is eligible to receive up to $350 million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost
incurred, up to $220 million of the coverage amount (based on our percentage of the total earthquake coverage) and a portion of the other $130 million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC with respect to its
adjoining property. In the event that a flood causes damage only to the Partnerships property, the Partnership is eligible to receive up to $225 million in coverage depending on the replacement cost. However, in the event that both properties
are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $220 million of the coverage amount (based on our percentage of the total flood coverage) and a portion of the other $5 million remaining
coverage amount, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC with respect to its adjoining property.

Our
insurance policy also includes combined terrorism coverage for Silver Legacy and the adjoining Eldorado property up to $500 million. In the event that an act of terrorism causes damage only to the Partnerships property, the Partnership is
eligible to receive up to $500 million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $280 million
of the coverage amount (based on our percentage of the total reported property values) and up to the portion of the other $220 million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC with respect to its adjoining property.
This policy also covers an additional property located in Shreveport, LA which is owned by Eldorado Resorts LLC. In the event that an act of terrorism causes damage to all three properties, the Partnership is entitled to receive, to the extent of
any replacement cost incurred, up to $200 million of the coverage amount (based on our percentage of the total reported property values) and up to the portion of the other $300 million, if any, remaining after satisfaction of the claims with respect
to the other two properties.

The Partnerships partnership agreement, as currently in effect, provides that, subject to any
contractual restrictions to which the Partnership is subject, including the indenture relating to the Notes, and prior to the occurrence of a Liquidating Event, the Partnership will be required to make distributions to its partners as
follows:

(i) The estimated taxable income of the Partnership allocable to each partner multiplied by the greater of
the maximum marginal federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable to corporations for such period (as of the date hereof both rates were 35%); provided, however, that if
the State of Nevada enacts an income tax (including any franchise tax based on income), the applicable tax rate for any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal
individual tax rate or corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).

(ii) Annual distributions of remaining Net Cash From Operations in proportion to the percentage interests of the
partners.

(iii) Distributions of Net Cash From Operations in amounts or at times that differ from those
described in (i) and (ii) above, provided in each case that both partners agree in writing to the distribution in advance thereof.

As defined in the partnership agreement, the term Net Cash From Operations means the gross cash proceeds received by the Partnership, less the following amounts: (i) cash operating expenses and payments of other expenses
and obligations of the Partnership, including interest and scheduled principal payments on Partnership indebtedness, including indebtedness owed to the partners, if any, (ii) all capital expenditures made by the Partnership, and (iii) such
reasonable reserves as the partners deem necessary in good faith and in the best interests of the Partnership to meet its anticipated future obligations and liabilities (less any release of reserves previously established, as similarly determined).



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The Partnerships partnership agreement provides that the partners shall not be permitted or
required to contribute additional capital to the Partnership without the consent of the partners, which consent may be given or withheld in each partners sole and absolute discretion.

We believe we have sufficient capital resources to meet all of our obligations. These obligations include existing cash obligations, funding of capital
commitments and servicing our debt. Our future sources of liquidity are anticipated to be from our operating cash flow and borrowings available under our amended senior secured credit facility. For information concerning limitations on our ability
to utilize our credit facility, see Senior Secured Credit Facility below.

The Notes

On March 5, 2002, the Partnership and Capital co-issued $160,000,000 principal amount of
senior secured mortgage notes due 2012 (Notes). The Notes are senior secured obligations which rank equally with all of the Partnerships other outstanding senior debt and senior to any subordinated debt. The Notes are secured by a
security interest in the Issuers existing and future assets, other than certain licenses which may not be pledged under applicable law, which is junior to a security interest in such assets securing the Partnerships obligations under its
credit facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partnerships partners executed a pledge of all of its partnership interest in the Partnership to secure the Notes, which
is junior to a pledge of such partnership interest to secure the Partnerships obligations on the credit facility and any refinancings of such facility that are permitted pursuant to the terms of the indenture relating to the Notes. The Notes
mature on March 1, 2012 and bear interest at the rate of 101/8% per annum, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing on September 1, 2002. At September 30, 2007, we were in compliance with all of the covenants in the indenture related to the Notes.

Senior Secured Credit Facility

We have a credit
facility (as amended, the Credit Facility) which provides a $10.0 million revolving facility. Under the Credit Facility, as currently in effect, we must maintain a maximum ratio of total debt to EBITDA of 4.75 to 1.00 and are also
required to maintain a minimum ratio of EBITDA to fixed charges of 1.10 to 1.00 at all times. The Credit Facility is secured by a first priority security interest in substantially all of our existing and future assets, other than certain licenses
which may not be pledged under applicable law, and a first priority pledge of and security interest in all of the partnership interests in the Partnership held by its partners. The Credit Facility ranks equal in right of payment to our existing and
future senior indebtedness, including the Notes, but the security interests securing our obligations under the Credit Facility are senior to the security interests securing our obligations on the Notes. The Credit Facility contains customary events
of default and covenants, including covenants that limit or restrict our ability to incur additional debt; create liens or other encumbrances; pay dividends or make other restricted payments; prepay subordinated indebtedness; make investments, loans
or other guarantees; sell or otherwise dispose of a portion of our assets; or make acquisitions or merge or consolidate with another entity.

On June 15, 2005, we executed an amendment to the Credit Facility to provide a conditional waiver of the facilitys financial covenants in respect of the quarter ended June 30, 2005, and each subsequent quarter through and
including December 31, 2005, provided that no additional credit was extended under the Credit Facility during a quarter for which a waiver was relied upon. In addition, as a condition precedent to any draw on the Credit Facility subsequent to
June 15, 2005, we must be in compliance with the Credit Facilitys financial covenants as to the then most recent fiscal quarter in respect of which we are required to deliver financial statements pursuant to the Credit Facility.

On March 2, 2006, the Partnership executed a further amendment to the Credit Facility which extended the previously granted waiver
for any defaults under the Credit Facilitys covenants to cover the fiscal quarter ended March 31, 2006 and each subsequent fiscal quarter through and including December 31, 2006, provided that no additional credit was extended under
the Credit Facility during such quarters. The March 2, 2006 amendment also waived for 2005 the covenant in Section 7.8 of the Credit Facility which then limited capital expenditures to $10.0 million within a calendar year, which the
Partnership exceeded for the year ended December 31, 2005. In addition, the amendment raised the capital expenditure limit to $12.5 million for future calendar years.

On March 28, 2007, an additional amendment was executed to extend the Credit Facilitys original maturity date of March 31, 2007 for an
additional year to March 31, 2008. This amendment also reduced the minimum ratio of EBITDA to fixed charges to 1.10 to 1.00 and raised the capital expenditure limit to an aggregate of $15.0 million in any twelve-month period. Furthermore, this
amendment revised in its entirety Section 7.16 of the Credit Facility to allow for prepayments of the Notes provided certain conditions precedent are satisfied. There was no debt outstanding under the



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Credit Facility at September 30, 2007. As of such date, the Partnership was in compliance with all of the covenants in the Credit Facility and had the
ability to borrow on a revolving basis all of the $10.0 million available under the Credit Facility.

Critical Accounting Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2006.
There have been no material changes to these policies during the nine months ended September 30, 2007.

Forward-Looking Statements

Certain information included in this report and other materials filed or to be filed by the Partnership and Capital with the Securities and Exchange
Commission (as well as information included in oral statements or written statements made or to be made by them) 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. We have based these forward-looking statements on our current
expectations about future events. These forward-looking statements include statements with respect to our 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 us or on our behalf. 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), expansion of gaming on Native American lands (including such
lands in California), risks and uncertainties relating to any 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 in Item 1A of our annual report on Form 10-K for the
fiscal year ended December 31, 2006. If one or more of the assumptions underlying our forward-looking statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied
by, the forward-looking statements contained in this report. Therefore, we caution you not to place undue reliance on our forward-looking statements. This statement is provided as permitted by the Private Securities Litigation Reform Act of 1995.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are potentially exposed to market risk in the form of fluctuations in interest rates and their potential impact upon our variable rate debt outstanding, if any. We evaluate our exposure to this market risk by monitoring interest rates in
the marketplace and we have, on occasion, utilized derivative financial instruments to help manage this risk. To manage our exposure to counterparty credit risk in interest rate swaps, we have entered into agreements with highly rated institutions.
As of September 30, 2007, we had no variable rate debt outstanding. However, under our $10.0 million revolving credit facility, we may have outstanding from time to time up to $10.0 million of variable rate debt. For information concerning
limitations on our ability to utilize our credit facility, see the discussion under the caption Senior Secured Credit Facility in Item 2 above.



|Item 4. | Controls and Procedures
|------- | -----------------------

An evaluation was
performed by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, as of September 30, 2007, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.



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There have been no changes in our internal controls over financial reporting that occurred during the
period covered by this report that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting.

Part II. OTHER INFORMATION



|Item 5. | Other Information
|------- | -----------------

Effective November 12,
2007, Robert H. Baldwin resigned from the Partnerships Executive Committee. Effective the same date, James J. Murren was appointed to the Partnerships Executive Committee. Mr. Murren may be designated to serve on the
Partnerships Audit Committee.



|Item 6. | Exhibits
|------- | --------



| | (a) | Exhibits.
| | --- | ---------



|     |  |                                                                        
|---- |  | -----------------------------------------------------------------------
|31.1 |  | Certification of Gary L. Carano                                        
|     | 
|31.2 |  | Certification of Stephanie D. Lepori                                   
|     | 
|32.1 |  | Certification of Gary L. Carano pursuant to 18 U.S.C. Section 1350     
|     | 
|32.2 |  | Certification of Stephanie D. Lepori pursuant to 18 U.S.C. Section 1350



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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.



|                        |  |                             |  |                                                                                    
|----------------------- |  | --------------------------- |  | -----------------------------------------------------------------------------------
|                        |  |                             |  | CIRCUS AND ELDORADO JOINT VENTURE                                                  
|                        |  |                            
|Date: November 14, 2007 |  | By:                         |  | /s/ Gary L. Carano                                                                 
|                        |  |                             |  | Gary L. Carano                                                                     
|                        |  |                             |  | Chief Executive Officer (Principal Executive Officer)                              
|                        |  |                            
|Date: November 14, 2007 |  | By:                         |  | /s/ Stephanie D. Lepori                                                            
|                        |  |                             |  | Stephanie D. Lepori                                                                
|                        |  |                             |  | Chief Accounting and Financial Officer (Principal Financial and Accounting Officer)
|                        | 
|                        |  | SILVER LEGACY CAPITAL CORP.
|                        |  |                            
|Date: November 14, 2007 |  | By:                         |  | /s/ Gary L. Carano                                                                 
|                        |  |                             |  | Gary L. Carano                                                                     
|                        |  |                             |  | Chief Executive Officer (Principal Executive Officer)                              
|                        |  |                            
|Date: November 14, 2007 |  | By:                         |  | /s/ Stephanie D. Lepori                                                            
|                        |  |                             |  | Stephanie D. Lepori                                                                
|                        |  |                             |  | Treasurer (Principal Financial and Accounting Officer)                             



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