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UNITED STATES

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 March 31, 2005.



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



CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

(Exact names of registrants as specified in their charters)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)



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 either of the
registrants is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



The number of shares of Silver Legacy Capital Corp.s Common Stock outstanding at May
13, 2005 was 2,500. All of these shares are owned by Circus and Eldorado Joint Venture.



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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 March 31, 2005 and December 31, 2004                   |  | 3       
|                              |  |                                                                                                             
|                              |  | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 |  | 4       
|                              |  |                                                                                                             
|                              |  | Unaudited Condensed Consolidated Statements of Partners Equity for the Three Months Ended March 31, 2005    |  | 5       
|                              |  |                                                                                                             
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 |  | 6       
|                              |  |                                                                                                             
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                                               |  | 7       
|                              |  |                                                                                                             
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 9       
|                              |  |                                                                                                             
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 15      
|                              |  |                                                                                                             
|Item 4.                       |  | Controls and Procedures                                                                                      |  | 15      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                             
|                              |  |                                                                                                             
|Item 6.                       |  | Exhibits                                                                                                     |  | 16      
|                              | 
|SIGNATURES                    |  | 17                                                                                                          



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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)



|                                       |  |               |         |                  |   |        
|-------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                       |  | March 31,2005 |         | December 31,2004
|ASSETS                                 |  |               |         |                  |   |        
|CURRENT ASSETS:                        |  |               |         |                  |   |        
|Cash and cash equivalents              |  | $             | 25,160  |                  | $ | 30,239 
|Accounts receivable, net               |  |               | 3,305   |                  |   | 4,532  
|Inventories                            |  |               | 2,016   |                  |   | 2,111  
|Prepaid expenses and other             |  |               | 3,745   |                  |   | 3,993  
|                                       |  |               |         |                  |   |        
|Total current assets                   |  |               | 34,226  |                  |   | 40,875 
|                                       |  |              
|PROPERTY AND EQUIPMENT, NET            |  |               | 261,255 |                  |   | 260,289
|OTHER ASSETS, NET                      |  |               | 7,873   |                  |   | 8,168  
|                                       |  |               |         |                  |   |        
|Total Assets                           |  | $             | 303,354 |                  | $ | 309,332
|                                       |  |               |         |                  |   |        
|LIABILITIES AND PARTNERS EQUITY       |  |               |         |                  |   |        
|CURRENT LIABILITIES:                   |  |               |         |                  |   |        
|Accounts payable                       |  | $             | 5,110   |                  | $ | 4,336  
|Accrued interest                       |  |               | 1,350   |                  |   | 5,400  
|Accrued and other liabilities          |  |               | 8,428   |                  |   | 9,041  
|                                       |  |               |         |                  |   |        
|Total current liabilities              |  |               | 14,888  |                  |   | 18,777 
|                                       |  |              
|LONG-TERM DEBT                         |  |               | 159,570 |                  |   | 159,554
|OTHER LONG-TERM LIABILITIES            |  |               | 3,442   |                  |   | 3,213  
|                                       |  |               |         |                  |   |        
|Total liabilities                      |  |               | 177,900 |                  |   | 181,544
|                                       |  |              
|PARTNERS EQUITY                       |  |               | 125,454 |                  |   | 127,788
|                                       |  |               |         |                  |   |        
|Total Liabilities and Partners Equity |  | $             | 303,354 |                  | $ | 309,332
|                                       |  |               |         |                  |   |        



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 OPERATIONS

(In thousands)



|                                    |  |                             |        |   |      |   |        |  
|----------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                    |  | Three MonthsEnded March 31, |       
|                                    |  | 2005                        |        |   | 2004 |  
|OPERATING REVENUES:                 |  |                             |        |   |      |   |        |  
|Casino                              |  | $                           | 17,140 |   |      | $ | 19,896 |  
|Rooms                               |  |                             | 7,676  |   |      |   | 8,641  |  
|Food and beverage                   |  |                             | 7,815  |   |      |   | 8,425  |  
|Other                               |  |                             | 1,949  |   |      |   | 2,090  |  
|                                    |  |                             |        |   |      |   |        |  
|                                    |  |                             | 34,580 |   |      |   | 39,052 |  
|Less: promotional allowances        |  |                             | (3,100 | ) |      |   | (3,449 | )
|                                    |  |                             |        |   |      |   |        |  
|Net operating revenues              |  |                             | 31,480 |   |      |   | 35,603 |  
|                                    |  |                             |        |   |      |   |        |  
|OPERATING EXPENSES:                 |  |                             |        |   |      |   |        |  
|Casino                              |  |                             | 9,419  |   |      |   | 10,076 |  
|Rooms                               |  |                             | 2,788  |   |      |   | 2,856  |  
|Food and beverage                   |  |                             | 5,738  |   |      |   | 5,725  |  
|Other                               |  |                             | 1,609  |   |      |   | 1,591  |  
|Selling, general and administrative |  |                             | 7,380  |   |      |   | 7,234  |  
|Depreciation                        |  |                             | 2,651  |   |      |   | 2,658  |  
|Loss on disposition of assets       |  |                             |       |   |      |   | 18     |  
|                                    |  |                             |        |   |      |   |        |  
|Total operating expenses            |  |                             | 29,585 |   |      |   | 30,158 |  
|                                    |  |                             |        |   |      |   |        |  
|OPERATING INCOME                    |  |                             | 1,895  |   |      |   | 5,445  |  
|                                    |  |                             |        |   |      |   |        |  
|OTHER (INCOME) EXPENSE:             |  |                             |        |   |      |   |        |  
|Interest expense, net               |  |                             | 4,195  |   |      |   | 4,259  |  
|Other, net                          |  |                             | 34     |   |      |   | (36    | )
|                                    |  |                             |        |   |      |   |        |  
|Total other (income) expense        |  |                             | 4,229  |   |      |   | 4,223  |  
|                                    |  |                             |        |   |      |   |        |  
|NET INCOME (LOSS)                   |  | $                           | (2,334 | ) |      | $ | 1,222  |  
|                                    |  |                             |        |   |      |   |        |  



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, 2005 |  | $             | 58,894 |   |                       | $ | 68,894 |       |  | $ | 127,788 |  
|Net loss                 |  |               | (1,167 | ) |                       |   | (1,167 | )     |  |   | (2,334  | )
|                         |  |               |        |   |                       |   |        |       |  |   |         |  
|BALANCE, March 31, 2005  |  | $             | 57,727 |   |                       | $ | 67,727 |       |  | $ | 125,454 |  
|                         |  |               |        |   |                       |   |        |       |  |   |         |  



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)



|                                                                                                             |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                             |  | Three Months EndedMarch 31, |       
|                                                                                                             |  | 2005                        |        |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                        |  |                             |        |   |      |   |        |  
|Net income (loss)                                                                                            |  | $                           | (2,334 | ) |      | $ | 1,222  |  
|                                                                                                             |  |                             |        |   |      |   |        |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating operating activities: |  |                             |        |   |      |   |        |  
|Depreciation and amortization                                                                                |  |                             | 2,831  |   |      |   | 2,840  |  
|Loss on disposition of assets                                                                                |  |                             |       |   |      |   | 18     |  
|Increase in accrued pension cost                                                                             |  |                             | 230    |   |      |   | 221    |  
|Changes in current assets and current liabilities:                                                           |  |                             |        |   |      |   |        |  
|Accounts receivable, net                                                                                     |  |                             | 1,227  |   |      |   | 192    |  
|Inventories                                                                                                  |  |                             | 95     |   |      |   | (129   | )
|Prepaid expenses and other                                                                                   |  |                             | 248    |   |      |   | (213   | )
|Accounts payable                                                                                             |  |                             | 774    |   |      |   | (3     | )
|Accrued interest                                                                                             |  |                             | (4,050 | ) |      |   | (4,050 | )
|Accrued and other liabilities                                                                                |  |                             | (613   | ) |      |   | 402    |  
|                                                                                                             |  |                             |        |   |      |   |        |  
|Total adjustments                                                                                            |  |                             | 742    |   |      |   | (722   | )
|                                                                                                             |  |                             |        |   |      |   |        |  
|Net cash provided by (used in) operating activities                                                          |  |                             | (1,592 | ) |      |   | 500    |  
|                                                                                                             |  |                             |        |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                        |  |                             |        |   |      |   |        |  
|Decrease in other assets                                                                                     |  |                             | 130    |   |      |   | 60     |  
|Purchase of property and equipment                                                                           |  |                             | (3,617 | ) |      |   | (1,443 | )
|                                                                                                             |  |                             |        |   |      |   |        |  
|Net cash used in investing activities                                                                        |  |                             | (3,487 | ) |      |   | (1,383 | )
|                                                                                                             |  |                             |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                                                    |  |                             | (5,079 | ) |      |   | (883   | )
|Cash and cash equivalents at beginning of period                                                             |  |                             | 30,239 |   |      |   | 19,405 |  
|                                                                                                             |  |                             |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                                                   |  | $                           | 25,160 |   |      | $ | 18,522 |  
|                                                                                                             |  |                             |        |   |      |   |        |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                                          |  |                             |        |   |      |   |        |  
|Cash paid during period for interest                                                                         |  | $                           | 8,128  |   |      | $ | 8,128  |  
|                                                                                                             |  |                             |        |   |      |   |        |  



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 Mandalay Resort Group) (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 Resort Group (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 March 31, 2005, and the results of operations for the three months ended March 31, 2005 and 2004 and cash flows for the three months ended March 31, 2005 and
2004. 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, 2004.



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.



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, some Native American tribes have
established large-scale gaming facilities in California and numerous 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. In particular, a significant new Native American casino located approximately 21 miles northeast of Sacramento opened in June 2003. While this new casino does not currently have hotel rooms, it presently has approximately 2,700 slot
machines and 100 table games which is a larger number of gaming units than Silver Legacy has.



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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. 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, including the aforementioned Sacramento-area casino which received approval of amendments to
its compact in September 2004 allowing for an increase in the number of slot machines at this property to approximately 2,700.



We believe the continued growth of Native American gaming establishments 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):



|                                                                                            |  |               |         |                  |   |        
|------------------------------------------------------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                                                                            |  | March 31,2005 |         | December 31,2004
|101/8% Mortgage Notes due 2012 (net of unamortized discount of $430 and $446, respectively) |  | $             | 159,570 |                  | $ | 159,554



On March 5, 2002, the
Partnership and Capital (the Issuers) issued $160,000,000 principal amount of 101/8% Mortgage Notes
due 2012 (Notes). Concurrent with issuing the Notes, the Partnership entered into a new senior secured credit facility (the New Credit Facility) for $40,000,000. The proceeds from the Notes, together with $26,000,000 in
borrowings under the New Credit Facility, were used to repay $150,200,000 representing all of the indebtedness outstanding under the prior bank credit facility (the 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 New 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 interests in the Partnership to
secure the Notes, which is junior to a pledge of such partnership interests to secure the Partnerships obligations on the New 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 New 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 then remaining balance due March 31, 2007. The term loan was paid in full as of December 31, 2003.



The Notes and New 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 executed an amendment to the New Credit Facility (as amended,
the Amended Credit Facility) which reduced the revolving facility to $10,000,000, and revised certain covenant ratios with retroactive effect to September 30, 2003, including the maximum total debt to EBITDA ratio which the Partnership
had exceeded as of September 30, 2003. At March 31, 2005, there was no indebtedness outstanding under the Amended Credit Facility. As of such date, the Partnership was in compliance with all of the covenants in the Amended Credit Facility and had
the ability to borrow on a revolving basis all of the $10,000,000 available under the Amended Credit Facility. The entire principal amount then outstanding under the Amended Credit Facility becomes due and payable on March 31, 2007 unless the
maturity date is extended with the consent of the lenders. As of March 31, 2005, the Partnership also was in compliance with the covenants in the indenture relating to the Notes.



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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.



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, 2005 will be approximately $924,600, of which $230,000 had been accrued as
of March 31, 2005.



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 owned and controlled by Mandalay Resort Group (Mandalay), formerly known as Circus Circus Enterprises, Inc., entered into a joint venture agreement to establish
the Partnership, for the purpose of constructing, owning and operating Silver Legacy. 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. 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 101/8% mortgage notes due 2012 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 slot machines and the
second largest number of hotel rooms of any property in the Reno market. Silver Legacys net operating revenues and income are derived largely from our 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.



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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, some
Native American tribes have established large-scale gaming facilities in California and numerous 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. In particular, a significant new Native American casino located approximately 21 miles northeast of Sacramento opened in June 2003. While this new casino does not currently have hotel rooms, it presently has
approximately 2,700 slot machines and 100 table games which is a larger number of gaming units than Silver Legacy has. During the six months following its opening date in June 2003, we experienced a moderate decrease in our weekend casino volume. As
this facility and other 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 and contributed to further declines in our casino revenues during the majority of 2004 and the first quarter of 2005.



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. 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, including the aforementioned Sacramento-area casino which received approval of amendments to its compact in September 2004 allowing for an
increase in the number of slot machines at this property to approximately 2,700.



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



Severe Weather



Silver Legacys operations are subject to seasonal variation, with the
weakest results generally occurring during the winter months. Variations occur when weather conditions make travel to Reno by visitors from northern California, our main feeder market, difficult. Throughout the first quarter of 2005, our region
experienced extremely poor weather, including 100-year record snowfall. As a result, there was a significant adverse affect on our hotel occupancy and slots, table games, and restaurant volume.



Other Factors Affecting Results of Operations



A public works project is underway in the downtown Reno area which will
lower the train tracks that traverse Renos downtown district and separate the Silver Legacy and the two adjoining properties from the rest of the downtown gaming facilities. Construction on this project began in 2003 and is expected to be
completed in 2006. To date, the impact of this project on our operations has been minimal; however, we cannot determine its impact on our future operations.



Summary Financial Results



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



|                   |  |                                 |        |   |               |        |    |                                 |   |       
|------------------ |  | ------------------------------- | ------ | - | ------------- | ------ | -- | ------------------------------- | - | ------
|                   |  | Three monthsended March 31,2005 |        |   | PercentChange |        |    | Three monthsended March 31,2004
|Net revenues       |  | $                               | 31,480 |   |               | (11.6  | )% |                                 | $ | 35,603
|Operating expenses |  |                                 | 29,585 |   |               | (1.9   | )  |                                 |   | 30,158
|Operating income   |  |                                 | 1,895  |   |               | (65.2  | )  |                                 |   | 5,445 
|Net income (loss)  |  |                                 | (2,334 | ) |               | (291.0 | )  |                                 |   | 1,222 



Net Revenues.
Net revenues declined mainly due to lower casino revenues, and to a lesser extent, decreases in rooms, food and beverage, and other revenues. We believe the primary contributors to these decreases were the aforementioned increased competition
generated by growth in Native American gaming and severe weather conditions



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throughout the first quarter of 2005 along with rising gasoline prices which also had an impact on drive-in visitors from northern California.



In addition, the absence of a major bowling tournament during the first
quarter of 2005 negatively impacted our revenues, specifically in the non-gaming segments. 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 out 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 2004, the American Bowling
Congress Tournament (ABC Tournament) brought approximately 80,000 bowlers to the downtown Reno area over the period from mid-February through June.



Operating Income and Net Income. The decreases in operating income and net income resulted from declines in departmental revenues combined with
increased expenses, both as a percentage of revenues and absolute dollars, in several areas including utilities, direct mail costs, and advertising expenditures. While payroll and other variable expenses declined in absolute dollars during the three
months ended March 31, 2005 compared to the three months ended March 31, 2004, further revenue declines during this traditionally weak season affected our ability to obtain operating margins comparable to the same prior year period. Moreover,
depreciation expense was flat with the prior year which also produced a higher percentage decrease in operating income and net income in the first quarter of 2005 compared to the first quarter of 2004.



Revenues



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



|                       |  |                                 |        |               |       |    |                                 |   |       
|---------------------- |  | ------------------------------- | ------ | ------------- | ----- | -- | ------------------------------- | - | ------
|                       |  | Three monthsended March 31,2005 |        | PercentChange |       |    | Three monthsended March 31,2004
|Casino                 |  | $                               | 17,140 |               | (13.9 | )% |                                 | $ | 19,896
|Rooms                  |  |                                 | 7,676  |               | (11.2 | )  |                                 |   | 8,641 
|Food and beverage      |  |                                 | 7,815  |               | (7.2  | )  |                                 |   | 8,425 
|Other                  |  |                                 | 1,949  |               | (6.7  | )  |                                 |   | 2,090 
|Promotional allowances |  |                                 | 3,100  |               | (10.1 | )  |                                 |   | 3,449 



Casino Revenues.Declines in slots and table games volume along with a lower table games hold percentage resulted in decreased casino revenues during the first quarter of 2005 compared to the same prior year period. The aforementioned factors affecting net
revenues were the primary contributors to these decreases in casino volume.



Room Revenues.Our ADR and occupancy percentage were $63.13 and 71.0%, respectively, for the three months ended March 31, 2005 compared to $63.29 and 79.2%, respectively, for the three months ended March 31,
2004. While we were able to maintain a consistent ADR, our occupancy percentage was adversely impacted by the lack of a major bowling tournament in the Reno market during the first quarter of 2005. In addition to severe winter weather, our hotel
room renovation project removed from service approximately 100 rooms per day throughout the first quarter of 2005, including during holidays and weekends when we generally would have otherwise achieved an occupancy level at or near 100%.



Food and Beverage Revenues. Despite increased beverage cash sales
and growth in our restaurant average check, decreased guest counts in our buffet and coffee shop resulted in lower food and beverage revenues during the current quarter. These declines in restaurant guest counts were primarily attributable to the
previously discussed factors affecting overall revenues.



Other Revenues. Other revenues are comprised of revenues generated by our retail outlets, arcade, entertainment and other miscellaneous items. The decrease in other revenues was mainly due to an absence of revenues generated by
convention events and concerts at our City Center Pavilion (Pavilion) where a number of events were held during the first quarter of 2004. Due to uncertainty regarding future plans for the Pavilion site, events were not scheduled at that
facility during the first quarter of 2004.



The Pavilion is
currently operated by us under a three-year use permit which expired in February 2005. A three-year extension has been requested and is awaiting approval. Per the original use permit, we were required to remove the structure by May 5, 2005 if an
extension was not granted. While we are still awaiting approval, which we expect to obtain, we have not been requested to remove the structure to date, and have resumed booking events in the Pavilion pending a decision on the extension request.



Promotional Allowances. Promotional allowances,
expressed as a percentage of gross revenues, increased to 9.0% in 2005 from 8.8% in 2004 primarily due to increased complimentary rooms and food offered in association with



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our enhanced Club Legacy players club which was implemented in January 2005. The new club format is more user-friendly and enables casino players in
our database to redeem their complimentaries directly at our restaurants, bars and retail outlets and upon hotel check-out.



Operating Expenses



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



|                                    |  |                                 |       |               |      |    |                                 |   |       
|----------------------------------- |  | ------------------------------- | ----- | ------------- | ---- | -- | ------------------------------- | - | ------
|                                    |  | Three monthsended March 31,2005 |       | PercentChange |      |    | Three monthsended March 31,2004
|Casino                              |  | $                               | 9,419 |               | (6.5 | )% |                                 | $ | 10,076
|Rooms                               |  |                                 | 2,788 |               | (2.4 | )  |                                 |   | 2,856 
|Food and beverage                   |  |                                 | 5,738 |               | 0.2  |    |                                 |   | 5,725 
|Other                               |  |                                 | 1,609 |               | 1.1  |    |                                 |   | 1,591 
|Selling, general and administrative |  |                                 | 7,380 |               | 2.0  |    |                                 |   | 7,234 
|Depreciation                        |  |                                 | 2,651 |               | (0.3 | )  |                                 |   | 2,658 



Casino
Expenses. Casino expenses fell in conjunction with the decline in casino revenues. Decreases in departmental payroll, gaming taxes and special events expenditures were partially offset by increases in direct mail costs, slot machine conversion
expenses, and an expense recorded for unredeemed complimentaries associated with our new players club program put into operation in January 2005.



Room Expenses. The decrease in occupancy during the three months ended March 31, 2005 compared to March 31, 2004 was the primary contributor to the
decline in room expenses. However, decreases in hotel departmental payroll, travel agent commissions and several other variable expenses were offset by an increase in laundry and new amenity supplies associated with renovated hotel rooms placed in
service during the first quarter of 2005.



Food and Beverage
Expenses. Although food and beverage revenues declined during the current quarter, food and beverage expenses rose mainly due to increases in food cost of sales and departmental payroll, as a percentage of food and beverage revenues, combined
with an increase in kitchen equipment repairs and maintenance.



Other Operating Expenses. Other operating expenses are comprised of expenses associated with the operation of our retail outlets, arcade and events pavilion along with the entertainment departments production costs and
professional fees. Other expenses increased primarily due to an increase in retail cost of sales along with an increase in entertainment expenses, principally for professional entertainer fees. During the first quarter of 2005, Silver Legacy, in
partnership with three other downtown area casinos, produced several concerts in a newly constructed downtown special events center. This new facility offers a larger seating capacity and the opportunity to produce concerts with headliner acts that
command higher professional entertainer fees.



Selling,
General and Administrative Expenses. Selling, general and administrative expenses increased principally as a result of higher advertising expenditures for television and radio media in an effort to increase awareness in our feeder markets and
counteract the escalation of Native American gaming competition. In addition, higher utilities expenses and an increase in professional services and maintenance contracts related to our computer information systems contributed to the rise in
expenses.



Depreciation Expense. Depreciation expense
during the first quarter of 2005 remained flat with the same prior year period.



Other (Income) Expense



Other (income) expense
is comprised of interest expense, net and other (income) expense. Interest expense, net decreased $0.1 million as a result of increased interest income during the first quarter of 2005 which was generated by growth in our invested cash reserves.
Other (income) expense 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 three months ended March 31, 2005, we used cash flows from operating activities of $1.6 million compared to generated cash flows of $0.5
million during the three months ended March 31, 2004. The $2.1 million



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decrease in cash provided by operations was primarily due to the $3.6 million decrease in net income and 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 March 31, 2005, cash and cash equivalents were $25.2 million, sufficient for normal operating requirements.



Cash used in investing activities for the three months ended March 31, 2005
was $3.5 million compared to $1.4 million for the three months ended March 31, 2004, and related primarily to capital expenditures for various renovation projects and equipment purchases. During the third quarter of 2004, we began a hotel room
renovation project. The budget for this project is approximately $7.2 million, of which $1.6 million was incurred in 2004. An additional $1.4 million was spent during the first quarter of 2005, with the remainder to be completed by July 2005.
Including $5.6 million for the aforementioned room renovation project, our executive committee has approved $10.0 million in capital expenditures for 2005.



There was no cash used in financing activities during the three months ended March 31, 2005 and 2004.



In July 2004, we renewed our general and liability insurance policies. Under
the new policies, the Partnership and the owner of the adjacent property, Eldorado Resorts LLC (which is an affiliate of ELLC), have combined earthquake coverage of $320 million and combined flood coverage of $245 million. In the event that an
earthquake causes damage only to the Partnerships property, the Partnership is eligible to receive up to $320 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 earthquake coverage) and up to the portion of the other $100 million, if any, remaining after satisfaction
of a claim of Eldorado Resorts LLC. In the event that a flood causes damage only to the Partnerships property, the Partnership is eligible to receive up to $245 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 flood coverage) and up to the portion of the other $25
million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC.



Our new insurance policy also includes combined terrorism coverage up to $425 million for a certified act of terrorism and up to $250 million for a non-certified act of terrorism. In the event that a certified, or a
non-certified, act of terrorism causes damage only to the Partnerships property, the Partnership is eligible to receive up to $425 million, or $250 million, respectively, 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 $235 million for a certified act, or up to $138 million for a non-certified act, of the coverage amount (based on our
percentage of the total property value) and up to the portion of the other $190 million, or $112 million, respectively, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC.



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. See Senior Secured Credit Facility below.



The Notes



On March 5, 2002, the Partnership
and Capital 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 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 under its 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 interests in the Partnership to secure the Notes, which is junior to a pledge of such partnership
interests 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. At March 31, 2005, we were in compliance with all of the covenants in the indenture related to the Notes.



Senior Secured Credit Facility



On November 4, 2003, we executed an amendment to our credit facility (as amended, the Credit Facility) that originally included a term
facility (which was paid in full in 2003) and a revolving facility. The amendment reduced the revolving facility to $10.0 million, none of which was outstanding at March 31, 2005, and revised certain covenant ratios with retroactive effect to
September 30, 2003, including the maximum total debt to EBITDA ratio which we had exceeded as of September 30, 2003. Under the Credit Facility, we must maintain a maximum ratio of total debt to EBITDA of 5.00 to 1.00 for the quarters ending
September 30, 2003 through March 31, 2006 and 4.75 to 1.00 for the quarter ending June 30, 2006 and thereafter. Under the Credit Facility, we are also required to maintain a minimum ratio of EBITDA to fixed charges of 1.20 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.



At March 31, 2005,
there was no indebtedness outstanding under the Credit Facility. As of such date, we were in compliance with all of the covenants in the Credit Facility and we had the ability to borrow all of the $10.0 million available under the Credit Facility.
However, due to a budgeted increase in capital expenditures related to our room renovation project combined with a reduction in EBITDA during the first quarter of 2005, we believe we may not be in compliance with all of the covenants under the
Credit Facility as of June 30, 2005. In such an event, we intend to seek an amendment to the Credit Facility to revise the covenant ratios discussed in the preceding paragraph that would permit us to remain in compliance with the debt covenants and
retain our borrowing capacity. If we are unable to obtain such an amendment, we believe we have sufficient cash to meet all of our obligations for the foreseeable future and would terminate the Credit Facility and seek a new revolving credit
facility with another lender. There is no indebtedness currently outstanding under the Credit Facility and we do not anticipate utilizing our borrowing capacity under the Credit Facility during 2005. So long as we do not have any indebtedness
outstanding under the Credit Facility our inability to satisfy its covenant ratios would not constitute a default under the indenture relating to the Notes. The entire principal amount then outstanding under the Credit Facility becomes due and
payable on March 31, 2007 unless the Credit Facility is terminated earlier or the maturity date is extended with the consent of the lenders.



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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, 2004. There had been no material changes to these policies as of March 31, 2005.



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 under the caption Factors that May Affect Our Future Results in Item 1 of our annual report on Form 10-K for the fiscal year ended December 31, 2004. 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 Risks
|------- | -----------------------------------------------------------



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 enter into agreements with highly rated institutions. As of March 31, 2005, 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.



|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 March 31, 2005, 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.



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.



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Part II. OTHER INFORMATION



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



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



|     |  |                                                                    
|---- |  | -------------------------------------------------------------------
|31.1 |  | Certification of Gary L. Carano                                    
|     | 
|31.2 |  | Certification of Bruce C. Sexton                                   
|     | 
|32.1 |  | Certification of Gary L. Carano pursuant to 18 U.S.C. Section 1350 
|     | 
|32.2 |  | Certification of Bruce C. Sexton 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: May 13, 2005 |  | By: |  | /s/ Gary L. Carano                                                                                 
|                   |  |     |  | Gary L. Carano Chief Executive Officer (Principal Executive Officer)                               
|                   |  |    
|Date: May 13, 2005 |  | By: |  | /s/ Bruce C. Sexton                                                                                
|                   |  |     |  | Bruce C. Sexton Chief Accounting and Financial Officer (Principal Financial and Accounting Officer)
|                   |  |    
|                   |  |     |  | SILVER LEGACY CAPITAL CORP.                                                                        
|                   |  |    
|Date: May 13, 2005 |  | By: |  | /s/ Gary L. Carano                                                                                 
|                   |  |     |  | Gary L. Carano Chief Executive Officer (Principal Executive Officer)                               
|                   |  |    
|Date: May 13, 2005 |  | By: |  | /s/ Bruce C. Sexton                                                                                
|                   |  |     |  | Bruce C. Sexton Treasurer (Principal Financial and Accounting Officer)                             



17