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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, 2004 or



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 0-14050



THE SANDS REGENT

(exact name of
registrant as specified in charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Nevada                                                        |  | 88-0201135                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|345 North Arlington Avenue, Reno, Nevada |  | 89501     
|(Address of principal executive offices) |  | (Zip code)



Registrants
telephone number, including area code (775) 348-2200



Indicate by check
mark whether the registrant (1) has 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act.

Yes ̈No x



On May 14, 2004, the registrant had outstanding
5,646,555 shares of its common stock, $.10 par value.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES



FORM 10-Q



TABLE OF CONTENTS



|                             |  |                                                                                       |  |         
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | --------
|                             |  |                                                                                       |  | Page No.
|                             | 
|PART I FINANCIAL INFORMATION |  |                                                                                      
|                             |  |                                                                                      
|Item 1.                      |  | Financial Statements                                                                  |  | 1-3     
|                             |  | Condensed Consolidated Statements of Operations (unaudited)                           |  | 1       
|                             |  | Condensed Consolidated Balance Sheets (unaudited)                                     |  | 2       
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited)                           |  | 3       
|                             |  | Condensed Notes to Consolidated Financial Statements (unaudited)                      |  | 4-7     
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 8-16    
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 16      
|Item 4.                      |  | Controls and Procedures                                                               |  | 16      
|                             | 
|PART II OTHER INFORMATION    |  |                                                                                      
|                             |  |                                                                                      
|Item 1.                      |  | Legal Proceedings                                                                     |  | 17      
|Item 2.                      |  | Changes in Securities                                                                 |  | 17      
|Item 3.                      |  | Defaults Upon Senior Securities                                                       |  | 17      
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                   |  | 17      
|Item 5.                      |  | Other Information                                                                     |  | 17      
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                      |  | 17      
|                             | 
|SIGNATURES                   |  | 18                                                                                   
|CERTIFICATIONS               |  | 19-21                                                                                





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##### Table of Contents

PART I FINANCIAL INFORMATION



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



THE SANDS REGENT AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (unaudited)



|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|----------------------------------------------- |  | ---------------------------- | --------- | - | --------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                |  | THREE MONTHS ENDED MARCH 31, |           |   | NINE MONTHS ENDED MARCH 31, |  
|(Dollars in thousands except per share amounts) |  | 2003                         |           |   | 2004                        |   |           | 2003 |  |   | 2004      |  
|Operating revenues                              |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Gaming                                          |  | $                            | 6,362     |   |                             | $ | 6,762     |      |  | $ | 20,070    |   |  | $ | 20,210    |  
|Lodging                                         |  |                              | 1,554     |   |                             |   | 1,893     |      |  |   | 6,437     |   |  |   | 6,802     |  
|Food and beverage                               |  |                              | 1,250     |   |                             |   | 1,609     |      |  |   | 4,763     |   |  |   | 4,834     |  
|Fuel and convenience store                      |  |                              | 3,849     |   |                             |   | 3,558     |      |  |   | 10,905    |   |  |   | 11,735    |  
|Other                                           |  |                              | 392       |   |                             |   | 358       |      |  |   | 1,198     |   |  |   | 1,194     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Gross revenues                                  |  |                              | 13,407    |   |                             |   | 14,180    |      |  |   | 43,373    |   |  |   | 44,775    |  
|Promotional allowances                          |  |                              | 906       |   |                             |   | 1,007     |      |  |   | 2,725     |   |  |   | 2,937     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Net revenues                                    |  |                              | 12,501    |   |                             |   | 13,173    |      |  |   | 40,648    |   |  |   | 41,838    |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Operating expenses                              |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Gaming                                          |  |                              | 2,819     |   |                             |   | 3,193     |      |  |   | 8,582     |   |  |   | 9,110     |  
|Lodging                                         |  |                              | 868       |   |                             |   | 931       |      |  |   | 3,031     |   |  |   | 3,024     |  
|Food and beverage                               |  |                              | 764       |   |                             |   | 1,060     |      |  |   | 2,987     |   |  |   | 3,213     |  
|Fuel and convenience store                      |  |                              | 3,637     |   |                             |   | 3,362     |      |  |   | 10,323    |   |  |   | 11,074    |  
|Other                                           |  |                              | 139       |   |                             |   | 138       |      |  |   | 426       |   |  |   | 428       |  
|Maintenance and utilities                       |  |                              | 968       |   |                             |   | 1,021     |      |  |   | 3,125     |   |  |   | 3,128     |  
|General and administrative                      |  |                              | 2,234     |   |                             |   | 2,323     |      |  |   | 6,857     |   |  |   | 6,905     |  
|Depreciation and amortization                   |  |                              | 878       |   |                             |   | 1,000     |      |  |   | 2,638     |   |  |   | 2,901     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|                                                |  |                              | 12,307    |   |                             |   | 13,028    |      |  |   | 37,969    |   |  |   | 39,783    |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Income from operations                          |  |                              | 194       |   |                             |   | 145       |      |  |   | 2,679     |   |  |   | 2,055     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Other income (expense)                          |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Interest expense                                |  |                              | (290      | ) |                             |   | (109      | )    |  |   | (958      | ) |  |   | (498      | )
|Gain on previously reserved note receivable     |  |                              | 205       |   |                             |   |          |      |  |   | 205       |   |  |   | 4,393     |  
|Loss on abandonment of new projects             |  |                              |          |   |                             |   |          |      |  |   | (59       | ) |  |   | (46       | )
|Other income (loss)                             |  |                              | 3         |   |                             |   | 4         |      |  |   | (80       | ) |  |   | (37       | )
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|                                                |  |                              | (82       | ) |                             |   | (105      | )    |  |   | (892      | ) |  |   | 3,812     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Income before income taxes                      |  |                              | 112       |   |                             |   | 40        |      |  |   | 1,787     |   |  |   | 5,867     |  
|Income tax provision                            |  |                              | (35       | ) |                             |   | (10       | )    |  |   | (610      | ) |  |   | (420      | )
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Net income                                      |  | $                            | 77        |   |                             | $ | 30        |      |  | $ | 1,177     |   |  | $ | 5,447     |  
|                                                |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Net income per share                            |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Basic                                           |  | $                            | 0.02      |   |                             | $ | 0.01      |      |  | $ | 0.24      |   |  | $ | 1.06      |  
|Diluted                                         |  |                              | 0.01      |   |                             |   | 0.01      |      |  |   | 0.23      |   |  |   | 1.01      |  
|Weighted average of shares outstanding          |  |                              |           |   |                             |   |           |      |  |   |           |   |  |   |           |  
|Basic                                           |  |                              | 4,935,003 |   |                             |   | 5,245,847 |      |  |   | 4,930,584 |   |  |   | 5,124,527 |  
|Diluted                                         |  |                              | 5,254,912 |   |                             |   | 5,579,159 |      |  |   | 5,214,903 |   |  |   | 5,402,102 |  



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



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)



|                                                                                                                                   |  |               |         |   |                |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | -------------- | - | ------- | -
|(Dollars in thousands except share data)                                                                                           |  | JUNE 30, 2003 |         |   | MARCH 31, 2004 |  
|ASSETS                                                                                                                             |  |               |         |   |                |   |         |  
|Cash and cash equivalents                                                                                                          |  | $             | 3,965   |   |                | $ | 4,001   |  
|Accounts receivable, net                                                                                                           |  |               | 675     |   |                |   | 508     |  
|Inventories                                                                                                                        |  |               | 637     |   |                |   | 633     |  
|Federal income tax refund receivable                                                                                               |  |               | 611     |   |                |   |        |  
|Prepaid expenses and other assets                                                                                                  |  |               | 1,247   |   |                |   | 962     |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total current assets                                                                                                               |  |               | 7,135   |   |                |   | 6,104   |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Land                                                                                                                               |  |               | 8,506   |   |                |   | 8,443   |  
|Buildings and improvements                                                                                                         |  |               | 40,999  |   |                |   | 41,335  |  
|Equipment, furniture and fixtures                                                                                                  |  |               | 20,569  |   |                |   | 21,004  |  
|Construction in progress                                                                                                           |  |               | 157     |   |                |   | 228     |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total property and equipment                                                                                                       |  |               | 70,231  |   |                |   | 71,010  |  
|Less accumulated depreciation and amortization                                                                                     |  |               | 34,700  |   |                |   | 36,856  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Property and equipment, net                                                                                                        |  |               | 35,531  |   |                |   | 34,154  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Goodwill                                                                                                                           |  |               | 11,018  |   |                |   | 11,018  |  
|Other intangibles                                                                                                                  |  |               | 1,356   |   |                |   | 1,356   |  
|Other                                                                                                                              |  |               | 406     |   |                |   | 1,726   |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total other assets                                                                                                                 |  |               | 12,780  |   |                |   | 14,100  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total assets                                                                                                                       |  | $             | 55,446  |   |                | $ | 54,358  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                               |  |               |         |   |                |   |         |  
|Accounts payable                                                                                                                   |  | $             | 2,669   |   |                | $ | 2,626   |  
|Accrued salaries, wages and benefits                                                                                               |  |               | 1,612   |   |                |   | 1,487   |  
|Other accrued expenses                                                                                                             |  |               | 254     |   |                |   | 207     |  
|Federal income tax payable                                                                                                         |  |               |        |   |                |   | 52      |  
|Deferred federal income tax liability                                                                                              |  |               | 206     |   |                |   | 86      |  
|Current maturities of long-term debt                                                                                               |  |               | 806     |   |                |   | 16      |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total current liabilities                                                                                                          |  |               | 5,547   |   |                |   | 4,474   |  
|Long-term debt                                                                                                                     |  |               | 12,620  |   |                |   | 3,678   |  
|Deferred federal income tax liability                                                                                              |  |               | 1,747   |   |                |   | 2,006   |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total liabilities                                                                                                                  |  |               | 19,914  |   |                |   | 10,158  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Common stock ($.10 par value, 20,000,000 shares authorized; 7,357,055 issued at June 30, 2003; 8,049,555 issued at March 31,
2004) |  |               | 736     |   |                |   | 810     |  
|Additional paid-in capital                                                                                                         |  |               | 13,967  |   |                |   | 17,115  |  
|Retained earnings                                                                                                                  |  |               | 43,187  |   |                |   | 48,633  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|                                                                                                                                   |  |               | 57,890  |   |                |   | 66,558  |  
|Treasury stock (at cost; 2,403,000 shares)                                                                                         |  |               | (22,358 | ) |                |   | (22,358 | )
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total stockholders equity                                                                                                         |  |               | 35,532  |   |                |   | 44,200  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  
|Total liabilities and stockholders equity                                                                                         |  | $             | 55,446  |   |                | $ | 54,358  |  
|                                                                                                                                   |  |               |         |   |                |   |         |  



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



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



THE SANDS REGENT AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)



|                                                                                 |  |                            |        |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                 |  | NINE MONTHSENDED MARCH 31, |       
|(Dollars in thousands)                                                           |  | 2003                       |        |   | 2004 |  
|Operating Activities                                                             |  |                            |        |   |      |   |         |  
|Net income                                                                       |  | $                          | 1,177  |   |      | $ | 5,447   |  
|Adjustment to reconcile net income to net cash provided by operating activities: |  |                            |        |   |      |   |         |  
|Depreciation and amortization                                                    |  |                            | 2,638  |   |      |   | 2,901   |  
|Loss on disposal of property and equipment                                       |  |                            | 146    |   |      |   | 42      |  
|Gain on previously reserved note receivable                                      |  |                            |       |   |      |   | (4,393  | )
|Decrease in accounts receivable, net                                             |  |                            | 53     |   |      |   | 167     |  
|Decrease in inventories                                                          |  |                            | 65     |   |      |   | 4       |  
|Decrease in prepaid expenses and other current assets                            |  |                            | 170    |   |      |   | 285     |  
|Decrease in other long term assets                                               |  |                            | 28     |   |      |   | 90      |  
|Decrease in accounts payable                                                     |  |                            | (306   | ) |      |   | (57     | )
|Increase (decrease) in other accrued expenses                                    |  |                            | 511    |   |      |   | (172    | )
|Change in federal income taxes payable/receivable                                |  |                            | 475    |   |      |   | 663     |  
|Change in deferred federal income taxes                                          |  |                            | 9      |   |      |   | 139     |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Net cash provided by operating activities                                        |  |                            | 4,966  |   |      |   | 5,116   |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Investing Activities                                                             |  |                            |        |   |      |   |         |  
|Payments received on note receivable- sale of subsidiaries                       |  |                            | 529    |   |      |   | 4,393   |  
|Acquisitions of property and equipment                                           |  |                            | (1,307 | ) |      |   | (1,553  | )
|Payment of costs associated with Rail City acquisition                           |  |                            |       |   |      |   | (1,333  | )
|Payment for prior year purchases of property and equipment                       |  |                            | (1,098 | ) |      |   | (181    | )
|Proceeds from sale of assets                                                     |  |                            | 26     |   |      |   | 181     |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Net cash (used in) provided by investing activities                              |  |                            | (1,850 | ) |      |   | 1,507   |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Financing Activities                                                             |  |                            |        |   |      |   |         |  
|Payments on long-term debt                                                       |  |                            | (4,847 | ) |      |   | (11,336 | )
|Issuance of long-term debt                                                       |  |                            |       |   |      |   | 1,604   |  
|Payment of costs relative to the issuance of long term debt                      |  |                            |       |   |      |   | (77     | )
|Issuance of Company common stock                                                 |  |                            | 33     |   |      |   | 3,222   |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Net cash used in financing activities                                            |  |                            | (4,814 | ) |      |   | (6,587  | )
|                                                                                 |  |                            |        |   |      |   |         |  
|Net (decrease) increase in cash and cash equivalents                             |  |                            | (1,698 | ) |      |   | 36      |  
|Cash and cash equivalents, beginning of period                                   |  |                            | 5,628  |   |      |   | 3,965   |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Cash and cash equivalents, end of period                                         |  | $                          | 3,930  |   |      | $ | 4,001   |  
|                                                                                 |  |                            |        |   |      |   |         |  
|Supplemental disclosure of cash flow information                                 |  |                            |        |   |      |   |         |  
|Interest paid                                                                    |  | $                          | 958    |   |      | $ | 498     |  
|Federal income taxes paid                                                        |  | $                          | 125    |   |      | $ |        |  
|Supplemental disclosure of non-cash investing and financing activities           |  |                            |        |   |      |   |         |  
|Property and equipment acquired by accounts payable                              |  | $                          | 29     |   |      | $ | 195     |  



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



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THE SANDS REGENT AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 1 - BASIS OF PRESENTATION



The accompanying condensed consolidated financial statements include the accounts of The
Sands Regent (the Company) and its wholly-owned subsidiaries: Zante, Inc. (Zante), a Nevada corporation, and Last Chance, Inc. (Last Chance), a Nevada corporation. Zante owns and operates the Sands Regency
Casino/Hotel (Sands Regency) in downtown Reno, Nevada. Last Chance owns and operates the Gold Ranch Casino and RV Resort in Verdi, Nevada, and California Prospectors, Ltd. (California Prospectors), a Nevada limited liability
company, which operates a California Lottery station. Together, Last Chance and California Prospectors are presented as (Gold Ranch). On May 1, 2004, the Company acquired 100% of the common stock of Plantation Investments, Inc. a Nevada
corporation. Plantation owns and operates the Rail City Casino (Rail City) in Sparks, Nevada.



The accounting policies followed in the preparation of the financial information herein are the same as those summarized in the Companys 2003 Form 10-K. The consolidated balance sheet at June 30, 2003, was
derived from the audited consolidated financial statements at that date. The interim consolidated financial information is unaudited and should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended June 30,
2003. In the opinion of management, all adjustments and normally recurring accruals necessary to present fairly the financial condition of the Company as of March 31, 2004, and the results of its operations and its cash flows for the three and nine
months ended March 31, 2004 and 2003 have been included. Interim results of operations are not necessarily indicative of the results of operations for the full year due to seasonality and other factors. Reclassifications have been made to the prior
periods consolidated financial statements to conform to the 2004 presentation.



NOTE 2 - EARNINGS PER SHARE



The Company reports
basic earnings per share and diluted earnings per share in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. Basic earnings per share is
computed by dividing reported net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock options. On
March 25, 2004, the Company issued $1.6 million in convertible debt, which can be converted into 246,012 shares of common stock, and issued a warrant, which can be exercised for 100,000 shares of common stock. As of March 31, 2004, the convertible
debt and the warrant have no impact to dilutive earnings and dilutive earnings per share. The following is a reconciliation of the number of shares (denominator) used in the basic computations (shares in thousands):



|                                 |  |                              |  |                             |       |   |        |       |                 |      |        |  |                 |  |   |        |   |                 |       |  |   |       |  
|-------------------------------- |  | ---------------------------- |  | --------------------------- | ----- | - | ------ | ----- | --------------- | ---- | ------ |  | --------------- |  | - | ------ | - | --------------- | ----- |  | - | ----- | -
|                                 |  | THREE MONTHS ENDED MARCH 31, |  | NINE MONTHS ENDED MARCH 31, |      
|                                 |  | 2003                         |  |                             | 2004  |   | 2003   |       |                 | 2004 |       
|                                 |  | Shares                       |  | Per ShareAmount             |       |   | Shares |       | Per ShareAmount |      | Shares |  | Per ShareAmount |  |   | Shares |   | Per ShareAmount |      
|Net income                       |  | 4,935                        |  | $                           | 0.02  |   |        | 5,246 |                 | $    | 0.01   |  | 4,931           |  | $ | 0.24   |   |                 | 5,125 |  | $ | 1.06  |  
|Effect of dilutive stock options |  | 320                          |  |                             | (0.01 | ) |        | 333   |                 |      |       |  | 284             |  |   | (0.01  | ) |                 | 277   |  |   | (0.05 | )
|                                 |  |                              |  |                             |       |   |        |       |                 |      |        |  |                 |  |   |        |   |                 |       |  |   |       |  
|Diluted                          |  | 5,255                        |  | $                           | 0.01  |   |        | 5,579 |                 | $    | 0.01   |  | 5,215           |  | $ | 0.23   |   |                 | 5,402 |  | $ | 1.01  |  
|                                 |  |                              |  |                             |       |   |        |       |                 |      |        |  |                 |  |   |        |   |                 |       |  |   |       |  



In the three and nine months ended
March 31, 2004, there were no antidilutive shares, the exercise price of all vested shares exceeded the weighted average stock price for these periods.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

NOTES TO CONDENDES CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 3 - BUSINESS SEGMENTS



The Company reports business segment information based on geographic location. The following is a breakdown of relevant data by location.
(Dollars in thousands)



|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|------------------------------- |  | --------------------------- | ------ | - | -------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                |  | THREE MONTHSENDED MARCH 31, |        |   | NINE MONTHSENDED MARCH 31, |  
|                                |  | 2003                        |        |   | 2004                       |   |        | 2003 |  |   | 2004   |  
|Net revenues                    |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Sands Regency Casino/Hotel      |  | $                           | 6,988  |   |                            | $ | 8,048  |      |  | $ | 24,139 |   |  | $ | 24,578 |  
|Gold Ranch Casino and RV Resort |  |                             | 5,513  |   |                            |   | 5,125  |      |  |   | 16,509 |   |  |   | 17,260 |  
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                |  | $                           | 12,501 |   |                            | $ | 13,173 |      |  | $ | 40,648 |   |  | $ | 41,838 |  
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Income from operations          |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Sands Regency Casino/Hotel      |  | $                           | (110   | ) |                            | $ | 152    |      |  | $ | 1,507  |   |  | $ | 1,167  |  
|Gold Ranch Casino and RV Resort |  |                             | 366    |   |                            |   | 168    |      |  |   | 1,441  |   |  |   | 1,202  |  
|Corporate costs                 |  |                             | (69    | ) |                            |   | (175   | )    |  |   | (269   | ) |  |   | (314   | )
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                |  | $                           | 194    |   |                            | $ | 145    |      |  | $ | 2,679  |   |  | $ | 2,055  |  
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Depreciation and amortization   |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|Sands Regency Casino/Hotel      |  | $                           | 779    |   |                            | $ | 871    |      |  | $ | 2,346  |   |  | $ | 2,546  |  
|Gold Ranch Casino and RV Resort |  |                             | 99     |   |                            |   | 129    |      |  |   | 292    |   |  |   | 355    |  
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  
|                                |  | $                           | 878    |   |                            | $ | 1,000  |      |  | $ | 2,638  |   |  | $ | 2,901  |  
|                                |  |                             |        |   |                            |   |        |      |  |   |        |   |  |   |        |  



NOTE 4- ADOPTION OF RECENTLY ISSUED
ACCOUNTING PRONOUNCEMENT



In May 2003, the FASB issued SFAS 150,
Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. Financial instruments that are within the scope of the statement, which previously were often classified as equity, must now be classified as liabilities. This statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have a material effect on the Companys results of operations or
financial position.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 5 - STOCK OPTION AND STOCK INCENTIVE PLANS



The Company accounts for its stock option plans under the recognition and measurement principles of Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees and related interpretations. No stock-based compensation expense was reflected in net income, as all options granted under these plans had an exercise price equal to the market value of the
underlying common stock on the date of the grant. If the Company had elected to recognize compensation cost based on their estimated fair market value at the grant dates for awards granted under the stock option plans, consistent with the method
prescribed by Statement of Financial Accounting Standards (SFAS No. 123), Accounting for Stock-Based Compensation, as amended by SFAS No. 148 - Accounting for Stock-based Compensation - Transition and Disclosure,
using the Black-Scholes option pricing model, our net income and earnings per share would have been as follows:



|                                                                                                                                              |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | -------------------------- | - | ---- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                                              |  | THREE MONTHSENDED MARCH 31, |      |   | NINE MONTHSENDED MARCH 31, |  
|                                                                                                                                              |  | 2003                        |      |   | 2004                       |   |      | 2003 |  |   | 2004  |  
|Net income as reported                                                                                                                        |  | $                           | 77   |   |                            | $ | 30   |      |  | $ | 1,177 |   |  | $ | 5,447 |  
|Total stock-based employee compensation expense determined under the fair-value method for all awards, net of the related income tax
benefits |  |                             | (16  | ) |                            |   | (18  | )    |  |   | (50   | ) |  |   | (97   | )
|                                                                                                                                              |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|Pro forma net income                                                                                                                          |  | $                           | 61   |   |                            | $ | 12   |      |  | $ | 1,127 |   |  | $ | 5,350 |  
|                                                                                                                                              |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|Basic earnings per share:                                                                                                                     |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|As reported                                                                                                                                   |  | $                           | 0.02 |   |                            | $ | 0.01 |      |  | $ | 0.24  |   |  | $ | 1.06  |  
|Pro forma                                                                                                                                     |  |                             | 0.01 |   |                            |   | 0.00 |      |  |   | 0.23  |   |  |   | 1.04  |  
|Diluted earnings per share:                                                                                                                   |  |                             |      |   |                            |   |      |      |  |   |       |   |  |   |       |  
|As reported                                                                                                                                   |  | $                           | 0.01 |   |                            | $ | 0.01 |      |  | $ | 0.23  |   |  | $ | 1.01  |  
|Pro forma                                                                                                                                     |  |                             | 0.01 |   |                            |   | 0.00 |      |  |   | 0.22  |   |  |   | 0.99  |  



NOTE 6 - GAIN ON NOTE RECEIVABLE



On November 13, 2003, the Company reached an agreement with Gulfside
Casino Partnership (d/b/a the Copa Casino in Gulfport, Mississippi), regarding a final settlement of amounts owed to The Sands Regent pursuant to a non-interest bearing promissory note issued to the Company in connection with its December 1998 sale
of its interest in the Copa Casino. The terms of the note required a monthly payment to the Company in an amount equal to the greater of $15,000 or 2% of the Copa Casinos gross gaming revenues (4% beginning July 2004) until the note is paid in
full. At the time of the settlement, the unpaid balance of the note was $5.0 million. On November 28, 2003, the Company received a $4.0 million cash payment as final settlement under the note. The Company had not previously recognized a gain on the
settlement amount due primarily to the Companys uncertainty of the Copas current managements ability to obtain long-term financing, as well as competitive, legal, financial, environmental and various other risks facing the casino.
As a result, in December 2003, the Company recognized a gain for the full settlement amount of $4.0 million plus debt service payments of $387,000 made during the period.



At the time of the Copa Casinos sale, the Companys tax basis in the Copa Casino was $7.3 million. The full value of the note,
$8.0 million, and the $500,000 initial cash payment, were recorded for tax purposes without an allowance for uncollectibility. This created a deferred tax gain of $1.2 million. For tax purposes, no gain is realized on the settlement amount as all
proceeds have been applied first to the deferred gain and then to the Companys tax basis in the property. Further, a tax benefit of $348,000 has been recognized on the $1.0 million forgiven under terms of the settlement, further reducing the
tax provision for the nine months ended March 31, 2004.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



NOTE 7 - DEBT AND EQUITY FINANCING BY PRIVATE INVESTOR



On March 25, 2004, the Company completed a financing arrangement by which it issued to a
private investor (i) 500,000 shares of common stock for $5.22 per share, (ii) a warrant to purchase up to 100,000 shares of common stock at exercise price of $7.82 per share, and (iii) a secured convertible note in the amount of $1,604,000, with a
conversion price of $6.52, and convertible into 246,012 shares of common stock.



NOTE 8 - SUBSEQUENT EVENTS



On December 8, 2003, the Company
announced the signing of an agreement to purchase 100% of the common stock of Plantation, Investments, Inc. dba Rail City Casino in Sparks, Nevada, from Alliance Gaming Corporation. On May 1, 2004 the Company took over operations of the casino. The
final purchase price is still being determined, but is anticipated to reach the previously negotiated cap of $37.9 million, plus costs and other fees, and plus or minus a working capital adjustment. The purchase was financed by debt and equity
financing by a private investor and through new bank credit facilities. Additionally, the Company issued a $.9 million, 3-year, 11% interest per annum, subordinated note payable to Alliance Gaming Corporation, the seller of the Rail City property.



In connection with the Companys purchase of Rail City Casino, the
Company executed a syndicated financing arrangement (Credit Agreement) through Wells Fargo Bank. The Credit Agreement provides for a 5-year, $20,000,000 term loan collateralized by substantially all property and equipment of Zante, Inc.
and Plantation Investments, Inc., and the furniture, fixtures, and equipment of Last Chance, Inc. The note has a variable interest rate based on LIBOR or the U.S. Prime Index plus an applicable margin as detailed in the Credit Agreement. The initial
interest rate will be LIBOR plus 4% or Prime plus 2.5%. The loan assumes a 5-year amortization schedule, and matures on May 1, 2009 with interest and any unpaid principal due and payable on that date. Additionally, as part of the Credit Agreement,
the Company secured a Wells Fargo Bank syndicated, 5-year, $22,000,000 revolving credit facility with collateralization and terms which are substantially similar to the term loan. The loan requires interest only payments and matures on May 1, 2009
with interest and any unpaid principal due and payable on that date.



The
previous bank loan with a balance of $2.4 million on March 31, 2004, was paid in full in May 2004. This loan had deferred loan fees of approximately $275,000, which will be expensed in the fiscal quarter ended June 30, 2004.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



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



The Sands Regent and its subsidiaries (the Company) operate the Sands Regency Casino Hotel (the Sands) in downtown
Reno, Nevada and the Gold Ranch Casino and RV Resort (the Gold Ranch) on Interstate-80 in Verdi, Nevada. The Sands has 830 hotel rooms and 5 restaurants including Tony Romas Famous for Ribs, Mels the Original diner, and
Arbys. It has a full selection of gaming alternatives, including 594 slot machines, 19 table games, keno, bingo, and a sportsbook operated by Leroys Race and Sportsbooks, a third party. Additionally, the Sands has a Just for
Laughs comedy club, a cabaret lounge, health spa, and a large outdoor pool. The Company acquired Gold Ranch on June 1, 2002. Gold Ranchs gaming alternatives include 260 slot machines, a California lottery station on Gold Ranchs
property which straddles the Nevada/California border; and a Leroys sportsbook. Additionally, Gold Ranch has a 105 space RV park, 2 restaurants (a 24-hour family style restaurant and a Jack-in-the-Box), and an ARCO gas station and convenience
store. The Company also owns a slot machine route with 17 locations in the Reno area.



On May 1, 2004, the Company acquired the Rail City Casino (Rail City) in Sparks, Nevada. Rail City Casino has approximately 16,600 square feet of gaming space housing 600 slots, 7 table games, keno, a Leroys sportsbook, a
family-style restaurant and a sports bar. Rail City caters to a predominately local clientele. The exact purchase price of the acquisition is still being determined but is anticipated to be approximately $37.9 million, consisting of approximately
$37 million in cash and an a $.9 million subordinated note issued to the seller.



Critical Accounting Policies and Estimates



The Company
prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Certain of the Companys policies, including the estimated lives assigned to long-lived assets, asset
impairment, goodwill and other intangibles impairment, the adequacy of our allowance for uncollectible receivables, self insurance reserves, litigation reserves, and customer rewards program liability requires that the Company apply significant
judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Companys judgments are based on historical experience, terms of
existing contracts, observations of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from Company estimates.



Results of Operations- Three months and nine months ended March 31,
2004, as compared to the three and nine months ended March 31, 2003.



CONSOLIDATED RESULTS. For the three months ended March 31, 2004, the Companys net revenues increased from $12.5 million to $13.2 million, or 5.4%, from the three months ended March 31, 2003. However, Gold Ranch net revenues were down
6.9% from the prior year quarter due in part to 3.4% less traffic on Interstate 80, as measured by the Nevada Department of Transportation, and due to an usual and unstable gasoline market in northern California and northern Nevada. In the quarter
ended March 31, 2004, gasoline gallons sold at Gold Ranch were down 11.2% from the March 2003 quarter. On the other hand, air traffic was materially higher for the March 31, 2004 quarter as compared to the same quarter of last year, and net revenue
increases at the Sands Reno property more than offset the net revenue shortfall experienced by Gold Ranch.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



For the nine months ended March 31, 2004, consolidated net revenues increased from $40.6 million to $41.8 million, or
2.9%, from the comparable nine month period of the prior year. Net revenues at Gold Ranch had been running substantially higher for the current fiscal year, as steadily increasing gasoline prices bolstered revenues but did not adversely effect
customer volumes or gasoline gallons sold until the last month of the December 31, 2003 quarter. The lower volumes generally prevailed throughout the March 31, 2004 quarter. Company management believes unusual market forces were at work, which were
not typical.



Consolidated income from operations was $145,000 for the quarter
ended March 31, 2004 compared to $194,000 for the same quarter of the prior year. Despite the slight net revenues increase, income from operations decreased due primarily to higher taxes imposed by the 2003 Nevada legislature, costs associated with
new special promotions, and increased depreciation. The Company focused on enhanced marketing and promotions to attract the large American Bowling Congress tournament visitors in Reno from February through June 2004, and to counter the potential
adverse effects of the new California Native American casinos and the effects of the railroad trench construction (ReTRAC) adjacent to the Sands.



For the nine months ended March 31, 2004, consolidated income from operations was $2.1 million compared with $2.7 million for the comparable nine months of the prior
year. The $624,000 decrease resulted primarily from new taxes and special promotions and advertising costs aimed at achieving two goals: a) maintain and enhance its marketing presence in the Northern California feeder market as a response to the
opening of the Thunder Valley Casino and b) maintain the Sands local marketing presence to counter traffic and parking problems associated with ongoing roadwork nearby related to the new downtown railroad trench project also known as ReTRAC. (See
Other factors affecting current and future results later in this section.) Additionally, in the nine months ended March 31, 2004, the Sands spent $80,000 on legal fees contesting the ReTRAC settlement.



Net income was $30,000, or $.01 per share (basic and diluted) for the three months ended
March 31, 2004 and $5.4 million, or $1.06 per share ($1.01 diluted) for the nine months ended March 31, 2004. These results compare to consolidated net income of $77,000, or $.02 per share ($.01 diluted) for the three months ended March 31, 2003,
and net income of $1.2 million, or $.24 per share ($.23 diluted) for the nine months ended March 31, 2003. The large improvement in the nine month net income was due to payments received by the Company of $4.4 million on a previously fully-reserved
note receivable the Company possessed in connection with its December 1998 sale of the Copa Casino (see Gain on previously reserved note receivable below).



SANDS REGENCY HOTEL AND CASINO. The Sands experienced 15.2% higher net revenues in the quarter ended March 31, 2004, $8.0 million, compared
with the quarter ended March 31, 2003, which were $7.0 million. Gaming revenues were higher by $524,000, or 10.5%, as the Sands benefited from the mens American Bowlers Congress triennial tournament, which came earlier and in larger numbers
than last years Women Invitational Bowlers Congress triennial tournament. Further, the Sands picked up some patronage from the closed Sundowner Casino, which is situated adjacent to the Sands. Factors moderating the downtown Reno
propertys results included the ongoing work on the downtown railroad trench (ReTRAC project), increased competition from Native American casinos, and high fuel prices.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



For the nine months ended March 31, 2004, net revenues for the Sands increased from $24.1 million in the prior year
to $24.6 million in the current year. Due to a historically strong March 2004 quarter in what is typically a seasonally slow period, the Sands gaming revenues turned higher for the nine months ended March 31, 2004, $16.0 million for the current year
compared with $15.7 million for 2003. Prior to the current quarter, the fiscal years net revenues had been tracking lower primarily attributable to the fiscal first quarter, which was weakened by the disruptive ReTRAC project as well as
anecdotal evidence which suggested many customers in the northern California feeder market gave trial to the newly opened Thunder Valley Casino in nearby Rocklin, California and arrived in Reno with smaller than normal gaming budgets.



Lodging revenues were higher for the three months ended March 31, 2004, $1.8 million compared
to $1.5 million for the same period of the prior year, and were higher for the nine months ended March 31, 2004, $6.4 million compared to $6.2 million for the comparable period of the prior year. The Sands average room rates were virtually
flat compared to last year in both the three and nine month comparisons. The primary reason for the lodging revenue increases was an additional 3,800, or 6.4%, more rooms sold in the quarter and an additional 5,500, or 2.9%, more rooms sold in the
nine months ended March 31, 2004 as compared to the same periods of the prior year.



The Sands income from operations was $152,000 for the quarter ended March 31, 2004, as compared to a loss of $110,000 for the quarter ended March 31, 2003. The expense margin for the Sands improved from 101.5% to 98.1% in the
quarter-to-quarter comparison mainly due to changes in the Sands management structure and a smaller projected management bonus.



For the nine months ended March 31, 2004, the Sands had income from operations of $1.2 million, compared to $1.5 million for the nine months ended March 31, 2003. Despite
the quarterly results which were better than last year, the expense margin for the nine month period ended March 31, 2004 was still behind the prior year, 93.8% compared to 95.3%. The decline in the Sands income from operations for the nine
months ended March 31, 2004, compared to the corresponding period of the prior year was primarily due to the Sands not achieving the economies of scale associated with the heavy customer volumes experienced in the summer of 2002, increased marketing
and advertising costs during the current fiscal year, new taxes enacted by the 2003 Nevada Legislature, and increased depreciation costs.



The following table highlights the Sands sources of revenues and expenses for the:



|                           |  |                             |       |   |                            |   |       |         |  |      |      |  |   |        |   |  |         |        |   |  |      |  
|-------------------------- |  | --------------------------- | ----- | - | -------------------------- | - | ----- | ------- |  | ---- | ---- |  | - | ------ | - |  | ------- | ------ | - |  | ---- | -
|                           |  | THREE MONTHS ENDEDMARCH 31, |       |   | NINE MONTHS ENDEDMARCH 31, |  
|(dollars in thousands)     |  | 2003                        |       |   | 2004                       |   |       | PERCENT |  |      | 2003 |  |   | 2004   |   |  | PERCENT |       
|Gaming revenues            |  | $                           | 4,988 |   |                            | $ | 5,512 |         |  | 10.5 | %    |  | $ | 15,700 |   |  | $       | 15,971 |   |  | 1.7  | %
|Gaming expenses            |  | $                           | 2,286 |   |                            | $ | 2,654 |         |  | 16.1 | %    |  | $ | 7,064  |   |  | $       | 7,406  |   |  | 4.8  | %
|Expense margin             |  |                             | 45.8  | % |                            |   | 48.1  | %       |  |      |      |  |   | 45.0   | % |  |         | 46.4   | % |  |      |  
|Lodging revenues           |  | $                           | 1,511 |   |                            | $ | 1,837 |         |  | 21.6 | %    |  | $ | 6,185  |   |  | $       | 6,441  |   |  | 4.1  | %
|Lodging expenses           |  | $                           | 834   |   |                            | $ | 894   |         |  | 7.2  | %    |  | $ | 2,923  |   |  | $       | 2,888  |   |  | -1.2 | %
|Expense margin             |  |                             | 55.2  | % |                            |   | 48.7  | %       |  |      |      |  |   | 47.3   | % |  |         | 44.8   | % |  |      |  
|Food and beverage revenues |  | $                           | 924   |   |                            | $ | 1,222 |         |  | 32.3 | %    |  | $ | 3,532  |   |  | $       | 3,618  |   |  | 2.4  | %
|Food and beverage expenses |  | $                           | 581   |   |                            | $ | 787   |         |  | 35.5 | %    |  | $ | 2,237  |   |  | $       | 2,379  |   |  | 6.3  | %
|Expense margin             |  |                             | 62.9  | % |                            |   | 64.4  | %       |  |      |      |  |   | 63.3   | % |  |         | 65.8   | % |  |      |  
|Total net revenues         |  | $                           | 6,988 |   |                            | $ | 8,048 |         |  | 15.2 | %    |  | $ | 24,139 |   |  | $       | 24,578 |   |  | 1.8  | %
|Total operating expenses   |  | $                           | 7,091 |   |                            | $ | 7,896 |         |  | 11.4 | %    |  | $ | 22,632 |   |  | $       | 23,411 |   |  | 3.4  | %
|Expense margin             |  |                             | 101.5 | % |                            |   | 98.1  | %       |  |      |      |  |   | 93.8   | % |  |         | 95.3   | % |  |      |  
|Maintenance and utilities  |  | $                           | 808   |   |                            | $ | 862   |         |  | 6.7  | %    |  | $ | 2,600  |   |  | $       | 2,615  |   |  | 0.6  | %
|Percent of net revenues    |  |                             | 11.6  | % |                            |   | 10.7  | %       |  |      |      |  |   | 10.8   | % |  |         | 10.6   | % |  |      |  
|General and Administrative |  | $                           | 1,673 |   |                            | $ | 1,700 |         |  | 1.6  | %    |  | $ | 5,057  |   |  | $       | 5,180  |   |  | 2.4  | %
|Percent of net revenues    |  |                             | 23.9  | % |                            |   | 21.1  | %       |  |      |      |  |   | 20.9   | % |  |         | 21.1   | % |  |      |  



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



GOLD RANCH CASINO AND RV RESORT. For the three and nine month periods ended March 31, 2004, Gold Ranch had net
revenues of $5.1 million and $17.3 million, respectively. This reflects a decrease from the $5.5 million net revenues in the comparable quarter of last year, but an increase from the $16.6 million in net revenues for Gold Ranch in the respective
nine month period of 2003.



Gold Ranch revenues can be significantly influenced
by the price of gasoline because of the propertys high volume ARCO gas station and convenience store located on I-80, the major thoroughfare between Reno and California. The average retail price of a gallon of gasoline was $1.82 for the
quarter ended, and $1.75 for the nine months ended, March 31, 2004. This compares with an average price of $1.73 and $1.54 for the respective three and nine month periods in 2003. Gasoline gallons sold were down 11.2% for the quarter and 2.3% for
the nine months ended March 31, 2004, due in part to 3.4% less traffic on Interstate-80 during the quarter as compared to last year and due to unusually competitive gasoline pricing on the I-80 corridor in California.



Gaming revenue for Gold Ranch is comprised of slot machine revenue and, to a lesser degree,
revenue from a California Lottery station. Gaming revenue decreased from $1.4 million for the quarter ended and $4.4 million for the nine months ended, March 31, 2003; to $1.2 million for the quarter ended and $4.2 million for the nine months ended
March 31, 2004, decreases of 9.0% and 3.0% respectively and similar to the percentage decreases experienced in gasoline volume.



Gold Ranch income from operations for the quarter ended March 31, 2004 was $168,000, a decrease from $366,000 for the quarter ended March 31, 2003. For the nine months
ended March 31, 2004, income from operations was $1.2 million, a decrease from the $1.4 million for the nine months ended March 31, 2003. New direct mail programs and other promotions increased costs and generated volume, but did not completely
offset the volume declines caused by higher gasoline prices and competition from Native American gaming in Northern California. The following table highlights Gold Ranchs sources of revenues and expenses for the:



|                                    |  |                             |       |   |                            |   |       |         |  |      |      |  |   |        |   |  |         |        |   |  |      |  
|----------------------------------- |  | --------------------------- | ----- | - | -------------------------- | - | ----- | ------- |  | ---- | ---- |  | - | ------ | - |  | ------- | ------ | - |  | ---- | -
|                                    |  | THREE MONTHS ENDEDMARCH 31, |       |   | NINE MONTHS ENDEDMARCH 31, |  
|(dollars in thousands)              |  | 2003                        |       |   | 2004                       |   |       | PERCENT |  |      | 2003 |  |   | 2004   |   |  | PERCENT |       
|Gaming revenues                     |  | $                           | 1,374 |   |                            | $ | 1,250 |         |  | -9.0 | %    |  | $ | 4,370  |   |  | $       | 4,239  |   |  | -3.0 | %
|Gaming expenses                     |  | $                           | 534   |   |                            | $ | 539   |         |  | 0.9  | %    |  | $ | 1,518  |   |  | $       | 1,705  |   |  | 12.3 | %
|Expense margin                      |  |                             | 38.9  | % |                            |   | 43.1  | %       |  |      |      |  |   | 34.7   | % |  |         | 40.2   | % |  |      |  
|Lodging revenues                    |  | $                           | 44    |   |                            | $ | 56    |         |  | 27.3 | %    |  | $ | 252    |   |  | $       | 361    |   |  | 43.3 | %
|Lodging expenses                    |  | $                           | 34    |   |                            | $ | 37    |         |  | 8.8  | %    |  | $ | 108    |   |  | $       | 136    |   |  | 25.9 | %
|Expense margin                      |  |                             | 77.3  | % |                            |   | 66.1  | %       |  |      |      |  |   | 42.9   | % |  |         | 37.7   | % |  |      |  
|Food and beverage revenues          |  | $                           | 326   |   |                            | $ | 387   |         |  | 18.7 | %    |  | $ | 1,231  |   |  | $       | 1,216  |   |  | -1.2 | %
|Food and beverage expenses          |  | $                           | 184   |   |                            | $ | 272   |         |  | 47.8 | %    |  | $ | 750    |   |  | $       | 834    |   |  | 11.2 | %
|Expense margin                      |  |                             | 56.4  | % |                            |   | 70.3  | %       |  |      |      |  |   | 60.9   | % |  |         | 68.6   | % |  |      |  
|Fuel and convenience store revenues |  | $                           | 3,780 |   |                            | $ | 3,463 |         |  | -8.4 | %    |  | $ | 10,904 |   |  | $       | 11,707 |   |  | 7.4  | %
|Fuel and convenience store expenses |  | $                           | 3,625 |   |                            | $ | 3,341 |         |  | -7.8 | %    |  | $ | 10,323 |   |  | $       | 11,074 |   |  | 7.3  | %
|Expense margin                      |  |                             | 95.9  | % |                            |   | 96.5  | %       |  |      |      |  |   | 94.7   | % |  |         | 94.6   | % |  |      |  
|Total net revenues                  |  | $                           | 5,513 |   |                            | $ | 5,125 |         |  | -7.0 | %    |  | $ | 16,509 |   |  | $       | 17,260 |   |  | 4.5  | %
|Total operating expenses            |  | $                           | 5,147 |   |                            | $ | 4,957 |         |  | -3.7 | %    |  | $ | 15,068 |   |  | $       | 16,058 |   |  | 6.6  | %
|Expense margin                      |  |                             | 93.4  | % |                            |   | 96.7  | %       |  |      |      |  |   | 91.3   | % |  |         | 93.0   | % |  |      |  
|Maintenance and utilities           |  | $                           | 160   |   |                            | $ | 159   |         |  | -0.6 | %    |  | $ | 525    |   |  | $       | 513    |   |  | -2.3 | %
|Percent of net revenues             |  |                             | 2.9   | % |                            |   | 3.1   | %       |  |      |      |  |   | 3.2    | % |  |         | 3.0    | % |  |      |  
|General and Administrative          |  | $                           | 491   |   |                            | $ | 448   |         |  | -8.8 | %    |  | $ | 1,530  |   |  | $       | 1,411  |   |  | -7.8 | %
|Percent of net revenues             |  |                             | 8.9   | % |                            |   | 8.7   | %       |  |      |      |  |   | 9.3    | % |  |         | 8.2    | % |  |      |  



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



CORPORATE COSTS. Corporate costs, including public company reporting and related legal and accounting fees, were
$175,000 and $314,000 in the three and nine months ended March 31, 2004, respectively, an increase from $69,000 and $269,000 in the three and nine months ended March 31, 2003. The current year has a new director and director fees have increased.
Additionally, the Company previously allocated some corporate expenses, including some senior management bonuses, to individual properties. With the acquisition of new properties, the Company has undertaken some minor restructuring and now leaves
some of these expenses at the corporate level to get a better understanding of individual property results. For the nine months ended March 31, 2004, the total amount of these expenses is approximately $90,000.



INTEREST EXPENSE. Interest expense was $109,000 and $498,000 for the three and nine month
periods ended March 31, 2004, versus $290,000 and $958,000 for the three and nine months ended March 31, 2003. The reduction resulted from the Companys continued prepayment of its long-term line of credit with any available cash. Additionally,
during the nine months ended March 31, 2004, the Company received a $4.4 million settlement on a note receivable it held in connection with its December 1998 sale of the Copa Casino with much of the proceeds used to reduce the bank line of credit.
In May 2004, with the acquisition of Rail City, the Company projects its total long term debt balance will increase to approximately $42.0 million and interest expense will increase accordingly (see Capital Resources and Liquidity in this section
for a more detailed explanation).



LOSS ON DISCONTINUATION/ABANDONMENT OF NEW
PROJECTS. The Company had pursued an opportunity to expand the number of slot machines it had in one of its slot route locations from the current 8 machines to 150. The Company maintains the required non-restricted state license to turn this
operation into a casino; however, in January 2004, the Reno city council denied the Companys request to expand, and a loss was taken in the amount of the $46,000 costs incurred to-date. The Company believes the action taken by the council was
in error and is taking legal action against the city of Reno. In the period ended March 31, 2003, the Company abandoned its plans to build a casino in Minden, Nevada, resulting in a loss of $59,000.



GAIN ON PREVIOUSLY RESERVED NOTE RECEIVABLE. On November 13, 2003, the Company reached an
agreement with Gulfside Casino Partnership (d/b/a the Copa Casino in Gulfport, Mississippi), regarding a final settlement of amounts owed to The Sands Regent pursuant to a non-interest bearing promissory note issued to the Company in connection with
its December 1998 sale of its interest in the Copa Casino. The terms of the note required a monthly payment to the Company in an amount equal to the greater of $15,000 or 2% of the Copa Casinos gross gaming revenues (4% beginning July 2004)
until the note is paid in full. At the time of the settlement, the unpaid balance of the note was $5.0 million. On November 28, 2003, the Company received a $4.0 million cash payment as final settlement under the note. The Company had not previously
recognized a gain on the settlement amount due primarily to the Companys uncertainty of the Copas current managements ability to obtain long-term financing, as well as competitive, legal, financial, environmental and various other
risks facing the casino. As a result, in December 2003, the Company recognized a gain for the full settlement amount of $4.0 million plus debt service payments of $387,000 made during the period.



At the time of the Copa Casinos sale, the Companys tax basis in the Copa Casino
was $7.3 million. The full value of the note, $8.0 million, and the $500,000 initial cash payment, were recorded for tax purposes without an allowance for uncollectibility. This created a deferred tax gain of $1.2 million. For tax purposes, no gain
is realized on the settlement amount as all proceeds have been applied first to the deferred gain and then to the Companys tax basis in the property. Further, a tax benefit of $348,000 has been recognized on the $1.0 million forgiven under
terms of the settlement, further reducing the tax provision for the nine months ended March 31, 2004.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Capital Resources and Liquidity



At March 31, 2004, both the Companys cash and cash equivalents of $4.0 million and the Companys working capital of $1.6 million
remained unchanged since the beginning of the fiscal year, July 1, 2003. Cash flow from operations provided $5.2 million during the nine month period ended March 31, 2004, compared to $5.0 million for the corresponding period of the prior year.



Investing activities provided a total of $1.5 million of cash for the nine
months ended March 31, 2004. Inflows of $4.4 million from the settlement of a note receivable, were partially offset by $1.7 million used to acquire various furniture, fixtures, and equipment, and by $1.3 million in costs and earnest money
associated with the acquisition of Rail City.



Financing activities accounted
for $6.6 million of cash outflows during the nine month period March 31, 2004. Subordinated debt of $4.4 million, from the Companys May 2002 acquisition of Gold Ranch Casino and RV Resort, was retired. This retirement was refinanced in March
2004 by a three-part debt and equity transaction with a private investor that consisted of (i) $2.8 million of equity raised by issuing 500,000 shares of common stock for $5.22 per share, (ii) a secured convertible note in the amount of $1.6
million, which at a conversion price of $6.52 is convertible into 246,012 shares of common stock, and (iii) a warrant to purchase up to 100,000 shares of our common stock at an exercise price of $7.82 per share. Additionally, financing activities
included a total of $5.6 million repaid on the Companys bank line of credit during the current nine month period from the proceeds of a $4.4 million note settlement and from excess cash generated from operations. As of March 31, 2004, the
Company had unused credit available under its reducing revolving credit facility of $12.1 million.



Subsequent to the end of the March 31, 2004 quarter and in connection with the Companys purchase of Rail City Casino, the Company executed a syndicated financing arrangement (Credit Agreement)
through Wells Fargo Bank. The Credit Agreement provides for a 5-year, $20,000,000 term loan collateralized by substantially all property and equipment of Zante, Inc. and Plantation Investments, Inc., and the furniture, fixtures, and equipment of
Last Chance, Inc. The note has a variable interest rate based on LIBOR or the U.S. Prime Index plus an applicable margin as detailed in the Credit Agreement. The intial interest rate will be LIBOR plus 4% or Prime plus 2.5%. The loan assumes a
5-year amortization schedule and matures on May 1, 2009 with interest and any unpaid principal due and payable on that date. Additionally, as part of the Credit Agreement, the Company secured a Wells Fargo Bank syndicated, 5-year, $22,000,000
revolving credit facility with collateralization and terms which are substantially similar to the term loan. The loan requires interest only payments and matures on May 1, 2009 with interest and any unpaid principal due and payable on that date.



The previous bank loan with a balance of $2.4 million on March 31, 2004, was
paid in full in May 2004. This loan had deferred loan fees of approximately $275,000, which will be expensed in the fiscal quarter ended June 30, 2004. Additionally, the Company issued a $.9 million, 3-year, 11% interest per annum, subordinated note
payable to Alliance Gaming Corporation, the seller of the Rail City property.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The Company believes that its cash funds, cash generated from operations, and available borrowing capacity will be
sufficient to fund its operations, meet current debt obligations, and fulfill its capital expenditure obligations for the foreseeable future; however, the Companys operations are subject to financial, economic, competitive, regulatory, and
other factors, many of which are beyond its control. If the Company is unable to generate sufficient cash flow, it could be required to adopt one or more alternatives, such as reducing or delaying planned capital expenditures, selling assets,
restructuring debt, or obtaining additional equity capital.



Commitments and
Contingencies



The following table summarizes the Companys
contractual obligations as of March 31, 2004.



|                    |  |       |            |                        |   |             |  |             |           |               |   |           |  |   |          
|------------------- |  | ----- | ---------- | ---------------------- | - | ----------- |  | ----------- | --------- | ------------- | - | --------- |  | - | ---------
|                    |  |       |            | Payments due by period
|                    |  | Total |            | Less than 1 year       |   | 1 - 3 years |  | 4 - 5 years |           | After 5 years
|Long term debt(1)   |  | $     | 3,694,000  |                        | $ | 15,083      |  | $           | 1,278,917 |               | $ |          |  | $ | 2,400,000
|Operating leases(2) |  |       | 4,839,583  |                        |   | 575,000     |  |             | 1,150,000 |               |   | 1,150,000 |  |   | 1,964,583
|Other(3)            |  |       | 1,709,551  |                        |   | 203,115     |  |             | 406,230   |               |   | 406,230   |  |   | 693,976  
|                    |  |       |            |                        |   |             |  |             |           |               |   |           |  |   |          
|                    |  | $     | 10,243,134 |                        | $ | 793,198     |  | $           | 2,835,147 |               | $ | 1,556,230 |  | $ | 5,058,559
|                    |  |       |            |                        |   |             |  |             |           |               |   |           |  |   |          



|(1) | On April 2, 2004, the Company signed a Credit Agreement totaling $42.0 million in connection with the Rail City acquisition that is not reflected in this table. Terms of the Credit
Agreement require that the principal outstanding under the Credit Agreement to be reduced to: $39.0 million by May 2005, $35.5 million by May 2006, $31.5 million in May 2007, $27.0 million in May 2008, and in May 2009 all principal and interest due
under the Credit Agreement becomes due and payable. The current bank line of credit of $2.4 million was paid in full in May 2004 as required by the new financing. Also subsequent to March 31, 2004, the Company issued a $.9 million note to Alliance
Gaming Corporation due and payable in May 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents contractual lease obligations to Prospector Gaming Enterprises (PGE) on real property in connection with the Gold Ranch acquisition agreement. Amounts reflect a minimum
base payment schedule. The lease is subject to escalation based on the property meeting certain revenue thresholds. Management does not believe these thresholds will be met without significant expansion of the gaming facilities.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Represents management fees due to PGE in connection with the RV park at Gold Ranch. Future amounts payable are subject to adjustment based on changes in interest rates.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cautionary Note Regarding Forward-looking Statements



This quarterly report on Form 10-Q includes forward-looking
statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current
facts. These statements contains words such as may, will, project, might, expect, believe, anticipate, intend, could, would,
estimate, continue or pursue, or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, strategies, future
performance, and future financial results. We have based these forward-looking statements on our current expectations and projections about future events.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or
quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors as well as other factors
described from time to time in our reports filed with the Securities and Exchange Commission:



| |  | the effect of economic, credit and capital market conditions on the economy in general, and on gaming and hotel companies in particular;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to timely and cost effectively integrate into our operations the companies and assets that we acquire;
| | - | ------------------------------------------------------------------------------------------------------------------



| |  | access to available and feasible financing;
| | - | -------------------------------------------



| |  | changes in laws or regulations, third party relations and approvals, and decisions of courts, regulators and governmental bodies; including judicial actions, gaming legislative
action, referenda and taxation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | abnormal gaming holds;
| | - | ----------------------



| |  | the effects terrorists attacks or war may have on the gaming industry; and
| | - | --------------------------------------------------------------------------



| |  | the effects of competition, including locations of competitors and operating and market competition.
| | - | ----------------------------------------------------------------------------------------------------



Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the
date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



Other Factors Affecting Current and Future Results



NATIVE AMERICAN GAMING. The expansion of Native American casinos in California, Oregon, and Washington continues to have an impact on casino revenues in the Reno-Tahoe
market. The extent of the impact to the Company is difficult to isolate and the future impact is difficult to predict. A significant portion of the Companys customer base is substantially unaffected by the proliferation of gaming as it is made
up of western Nevada and eastern California residents, which are geographically much closer to the Reno area than existing Native American casinos. However, if other Reno area casinos lose tourist business due to competition from Native American
casinos, they may intensify their marketing efforts to local residents as well, which could have a material adverse effect on the Companys operational performance.



DOWNTOWN RENO RAILROAD TRENCH. Work began in the Fall of 2003 on a project to build a trench through downtown Reno for the purpose of
constructing a below grade rail transport corridor. Known as ReTRAC (Reno Transportation Railroad Access Corridor), the project is anticipated to be completed by late 2006. Currently, Union Pacifics railroad tracks dissect downtown Reno, as
well as the Sands parking facilities. ReTRAC has temporarily taken nearly 300 of the Sands parking spaces to build an interim railroad track known as the shoo-fly. The Company has also been informed that a small number of parking
spaces and Sands pedestrian overpass structure will be permanently lost.



The law requires that the Sands be given alternate parking or compensation for spaces and structures permanently or temporarily lost due to the project. In July 2003, the Sands received compensation amounting to approximately $582,000 for
its contribution to the project. The Company is amortizing $428,000 of the proceeds over the anticipated length of the project (May 2003 through November 2006). Part of the proceeds, $154,000 represents land, specifically parking spaces, that were
effectively sold to the City of Reno. The Company feels it was not adequately compensated for its contribution to the project and filed a lawsuit in January 2004. Negotiations are continuing for a replacement bridge and additional parking, and as of
the date of this report, the Company is in active negotiations with ReTRAC, and reviewing its alternatives.



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THE SANDS REGENT AND SUBSIDIARIES

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The effect of trench construction on downtown Renos business levels, and specifically the business levels of
the Sands, is hard to quantify, as any potential downside due to customer inconvenience could be somewhat offset by opportunities, such as the effect this major construction project will have on the Reno area economy. In light of these
uncertainties, the Company feels this project could have an adverse material impact on the business levels of its downtown Reno property during the construction period.



ACQUISITION OF RAIL CITY. On May 1, 2004, the Company acquired Rail City Casino in Sparks, Nevada. The future success of the Companys
acquisition of Rail City will depend on a number of factors, including the successful integration of the operations of Rail City. The difficulties of combining the operations of Rail City with that of the Company include, among others:



| |  | retaining key employees;
| | - | ------------------------



| |  | consolidating administrative infrastructures;
| | - | ---------------------------------------------



| |  | coordinating sales and marketing functions; and
| | - | -----------------------------------------------



| |  | minimizing the diversion of managements attention from ongoing business concerns.
| | - | ----------------------------------------------------------------------------------



In addition, even if the Company is able to integrate Rail Citys operations successfully, this integration may not result in the
realization of the full benefits and growth opportunities that we expect or that these benefits will be achieved within the anticipated time frame.



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



With the Credit Agreement executed in April 2004 in connection with the acquisition of Rail City, the Company has substantial variable interest rate debt in the amount of
$42.0 million. Assuming the credit facilities are fully advanced, the Company is subject to substantial market interest rate risks. A one percent increase in interest rates would resulted in an increase in interest expense of approximately $420,000
annually.



Additionally, terms of the Companys RV park management
agreement with Prospector Gaming Enterprises (PGE), referenced as (3) in the Commitments and Contingencies section of this Report, state that the Company pay monthly an amount equal to 120% of PGEs debt service on the
underlying RV park note, which varies directly with changes in the Prime index. The financial impact to the Company of a full one percent increase in the Prime index is less than $25,000 per year. The Company does not use interest rate derivative
instruments to manage exposure to interest rate changes.



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



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



As required by SEC rule 13a15(b), we carried out an evaluation, under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period
covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.



There has been no change in our internal controls over financial reporting during our most
recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, our internal controls over financial reporting.



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##### Table of Contents

THE SANDS REGENT AND SUBSIDIARIES



PART II OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



The Company is party to various lawsuits, which have arisen in the normal course of its business. At the time of this filing, the liability arising from
unfavorable outcomes of lawsuits is not expected to have a material impact on the Companys financial condition or financial results.



|Item 2. | Changes in Securities
|------- | ---------------------



None



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------



None



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



None



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



None



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------



(a) Exhibits



|             |  |                                                                                                                             
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,                         
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|             | 
|Exhibit 32   |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                    



(b) Reports on Form 8-K



Form 8-K filed March 29, 2004 with the SEC relating to a
$4.4 million debt and equity transaction with a private investor.



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THE SANDS REGENT AND SUBSIDIARIES



SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                               |  |                        |  |                                                       
|------------------ |  |  |  | ----------------------------- |  | ---------------------- |  | ------------------------------------------------------
|                   |  |  |  | THE SANDS REGENT (Registrant)
|                   |  |  | 
|Date: May 14, 2004 |  |  |  | By:                           |  | /S/    FERENC B. SZONY
|                   |  |  |  |                               |  |                        | 
|                   |  |  |  |                               |  |                        |  | Ferenc B. Szony, President and Chief Executive Officer



|                   |  |  |  |     |  |                           |  |                                                                     
|------------------ |  |  |  | --- |  | ------------------------- |  | --------------------------------------------------------------------
|                   |  |  | 
|Date: May 14, 2004 |  |  |  | By: |  | /S/    ROBERT J. MEDEIROS
|                   |  |  |  |     |  |                           | 
|                   |  |  |  |     |  |                           |  | Robert J. Medeiros, Chief Financial and Principal Accounting Officer



18