_______________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

 (Mark One)
   X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---                         EXCHANGE ACT OF 1934
                  For the Quarterly Period Ended June 30, 2001

                                       OR


       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  ---                         EXCHANGE ACT OF 1934
       For the Transition Period from ________________ to ________________


                         Commission file number 0-26922

                               COAST RESORTS, INC.
             (Exact name of registrant as specified in its charter)
                       Nevada                         88-0345704

           (State or other jurisdiction of         (I.R.S. employer
           incorporation or organization)       identification number)

               4500 West Tropicana Avenue, Las Vegas, Nevada 89103
               (Address of principal executive offices) (Zip code)

                                 (702) 365-7000
              (Registrant's telephone number, including area code)

                                      None
         (Former name, former address and former fiscal year, if changed
                               since last report.)

    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
                                                        ---      ---

                       APPLICABLE ONLY TO CORPORATE ISSUERS:
    Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

    Shares of Common Stock outstanding as of August 14, 2001:  1,462,678
________________________________________________________________________________


<PAGE>

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


                       COAST RESORTS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except share data)

                                                        June 30,       December
                                                          2001            31,
                                                       (unaudited)       2000
                                                        ---------     ---------
                   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents ........................    $  38,546     $  43,560
  Accounts receivable, net .........................        6,328         5,658
  Other current assets .............................       21,247        24,284
                                                        ---------     ---------
  TOTAL CURRENT ASSETS .............................       66,121        73,502
PROPERTY AND EQUIPMENT, net ........................      501,849       485,925
OTHER ASSETS .......................................        8,440         7,772
                                                        ---------     ---------
                                                        $ 576,410     $ 567,199
                                                        =========     =========

              LIABILITIES AND
            STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable .................................    $  15,225     $  16,308
  Accrued liabilities ..............................       37,372        38,208
  Construction accounts payable ....................        9,950         4,868
  Current portion of long-term debt ................        2,123         2,430
                                                        ---------     ---------
  TOTAL CURRENT LIABILITIES ........................       64,670        61,814
LONG-TERM DEBT, less current portion ...............      339,136       353,337
DEFERRED INCOME TAXES ..............................       12,519        11,417
DEFERRED RENT ......................................       22,099        20,330
                                                        ---------     ---------
  TOTAL LIABILITIES ................................      438,424       446,898
                                                        ---------     ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value, 500,000
    shares authorized, none issued and
    outstanding ....................................           --            --

  Common stock, $.01 par value, 2,000,000
    shares authorized, 1,463,178 shares issued
    and outstanding.................................           15            15
  Treasury stock ...................................       (3,118)       (3,118)
  Additional paid-in capital .......................       95,398        95,398
  Retained earnings ................................       45,691        28,006
                                                        ---------     ---------
  TOTAL STOCKHOLDERS' EQUITY .......................      137,986       120,301
                                                        ---------     ---------
                                                        $ 576,410     $ 567,199
                                                        =========     =========

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


                                       1
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
        For the Three Months and Six Months Ended June 30, 2001 and 2000
                    (dollars in thousands, except share data)
                                   (unaudited)

                                    Three Months Ended      Six Months Ended
                                         June 30,                June 30,
                                   --------------------   --------------------
                                      2001      2000         2001      2000
                                   ---------  ---------   ---------  ---------
OPERATING REVENUES:
  Casino.........................  $  93,963  $  64,975   $ 188,684  $ 137,985
  Food and beverage .............     26,442     19,104      53,135     38,808
  Hotel .........................      9,533      8,192      19,478     16,506
  Other .........................      9,148      7,205      17,934     14,126
                                   ---------  ---------   ---------  ---------
    GROSS OPERATING REVENUES ....    139,086     99,476     279,231    207,425
  Less: promotional allowances ..    (12,391)    (8,729)    (24,988)   (18,093)
                                   ---------  ---------   ---------  ---------
    NET OPERATING REVENUES ......    126,695     90,747     254,243    189,332
                                   ---------  ---------   ---------  ---------

OPERATING EXPENSES:
  Casino ........................     42,755     29,700      85,924     62,582
  Food and beverage .............     19,753     13,964      38,618     27,310
  Hotel .........................      3,872      3,198       7,655      6,363
  Other .........................      6,794      5,913      13,493     11,505
  General and administrative ....     23,982     15,959      46,897     32,246
  Pre-opening expenses ..........         --        874          --      1,142
  Deferred rent .................        885        519       1,769      1,039
  Depreciation and amortization .      8,749      5,477      17,317     10,988
                                   ---------  ---------   ---------  ---------
    TOTAL OPERATING EXPENSES ....    106,790     75,604     211,673    153,175
                                   ---------  ---------   ---------  ---------

OPERATING INCOME ................     19,905     15,143      42,570     36,157
                                   ---------  ---------   ---------  ---------

OTHER INCOME (EXPENSES)
  Interest expense, net .........     (7,701)    (6,199)    (15,682)   (11,937)
  Interest capitalized ..........        137      1,865         199      2,835
  Gain (loss) on disposal of
    assets ......................     (1,656)         8        (122)         8
                                   ---------  ---------   ---------  ---------
TOTAL OTHER INCOME (EXPENSES) ...     (9,220)    (4,326)    (15,605)    (9,094)
                                   ---------  ---------   ---------  ---------

INCOME BEFORE INCOME TAXES ......     10,685     10,817      26,965     27,063
Income tax provision ............      3,659      3,817       9,280      9,426
                                   ---------  ---------   ---------  ---------
NET INCOME ......................  $   7,026  $   7,000   $  17,685  $  17,637
                                   =========  =========   =========  =========

PER SHARE INFORMATION:
Basic net income per share
  of common stock................  $    4.80   $   4.73   $   12.09  $   11.93
                                   =========  =========   =========  =========

Diluted net income per share
  of common stock................  $    4.69   $   4.62   $   11.80  $   11.65
                                   =========  =========   =========  =========

Basic weighted-average
shares outstanding.............    1,463,178  1,478,978   1,463,178  1,478,978
                                   =========  =========   =========  =========
Diluted weighted-average
shares outstanding.............    1,498,593  1,514,393   1,498,593  1,514,393
                                   =========  =========   =========  =========

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


                                       2
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 2001 and 2000
                             (dollars in thousands)
                                   (unaudited)

                                                              Six Months Ended
                                                                  June 30,
                                                            -------------------
                                                              2001       2000
                                                            --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .............................................  $ 17,685   $ 17,637

  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED BY OPERATING ACTIVITIES:
    Depreciation and amortization ........................    17,317     10,988
    Amortization of debt offering costs ..................       596        526
    Loss on disposal of assets ...........................       122         --
    Deferred income taxes ................................       911         54
    Deferred rent ........................................     1,769      1,799
    Other non-cash expenses ..............................        --         57
    Changes in assets and liabilities:
      Net decrease (increase) in accounts receivable
        and other assets .................................     2,224     (2,889)
      Net decrease in accounts payable and accrued
        liabilities ......................................    (1,919)    (2,246)
                                                            --------   --------
  TOTAL ADJUSTMENTS ......................................    21,020      8,289
                                                            --------   --------
  NET CASH PROVIDED BY OPERATING ACTIVITIES ..............    38,705     25,926
                                                            --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net of amounts in
    construction accounts payable ........................   (37,697)   (77,993)
  Proceeds from disposal of assets .......................     9,415         51
                                                            --------   --------
  NET CASH USED IN INVESTING ACTIVITIES ..................   (28,282)   (77,942)
                                                            --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt, net
    of issuance costs ....................................    49,071         --
  Principal payments on long-term debt ...................    (2,508)      (350)
  Proceeds from borrowings under bank line of credit .....     6,000     43,600
  Repayments of borrowings under bank line of credit .....   (68,000)        --
  Repurchase of common stock .............................        --     (1,580)
                                                            --------   --------
  NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ....   (15,437)    41,670
                                                            --------   --------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................    (5,014)   (10,346)
CASH AND CASH EQUIVALENTS, at beginning of period ........    43,560     38,629
                                                            --------   --------
CASH AND CASH EQUIVALENTS, at end of period ..............  $ 38,546   $ 28,283
                                                            ========   ========

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


                                       3
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    For the Year Ended December 31, 2000 and
                     For the Six Months Ended June 30, 2001
                    (dollars in thousands, except share data)
<TABLE>
<CAPTION>

                                     Common Stock     Additional
                                   ----------------    Paid-In   Retained  Treasury
                                    Shares    Amount   Capital   Earnings    Stock     Total
                                   ---------  ------  ---------  --------  --------  --------
<S>                                <C>         <C>    <C>        <C>       <C>       <C>
Balances at December 31, 1999....  1,478,978   $ 15   $ 95,398   $ 1,228   $(1,538)  $ 95,103
                                   ---------  ------  ---------  --------  --------  --------
  Repurchase of common stock.....    (15,800)    --         --        --    (1,580)    (1,580)
    Net income...................         --     --         --    26,778        --     26,778
                                   ---------  ------  ---------  --------  --------  --------
Balances at December 31, 2000....  1,463,178     15     95,398    28,006    (3,118)   120,301
    Net income(unaudited)........         --     --        --     17,685        --     17,685
                                   ---------  ------  ---------  --------  --------  --------
Balances at June 30,
2001 (unaudited).................  1,463,178   $ 15   $ 95,398   $45,691   $(3,118)  $137,986
                                   ---------  ------  ---------  --------  --------  --------
</TABLE>

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


                                       4
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION

Background Information

    Coast Resorts,  Inc. ("Coast  Resorts") is a Nevada  corporation and serves
as a holding  company for Coast  Hotels and  Casinos,  Inc.  ("Coast  Hotels"),
which is also a Nevada  corporation.  Through  Coast  Hotels,  the Company owns
and operates four Las Vegas hotel-casinos:

o     The  Suncoast  Hotel and  Casino,  which  opened in  September  2000,  is
      located  near  Summerlin  in  the  west  end of  the  Las  Vegas  valley,
      approximately nine miles from the Las Vegas Strip.

o     The Orleans Hotel and Casino,  which opened in December  1996, is located
      approximately  one and  one-half  miles  west of  the Las Vegas  Strip on
      Tropicana Avenue.

o     The Gold Coast  Hotel and  Casino,  which  opened in  December  1986,  is
      located  approximately  one mile  west of the Las Vegas Strip on Flamingo
      Road.

o     The  Barbary  Coast  Hotel and Casino,  which  opened in March  1979,  is
      located on the Las Vegas Strip.


Basis of Presentation

    The accompanying  consolidated  financial statements are unaudited and have
been prepared in accordance with generally accepted  accounting  principles for
interim   financial   information  and  with  Article  10  of  Regulation  S-X.
Accordingly,  they  do  not  include  all  of  the  information  and  footnotes
required by generally  accepted  accounting  principles for complete  financial
statements.  In  addition,  certain  amounts in the 2000  financial  statements
have been  reclassified  to conform  to the 2001  presentation.  The  unaudited
consolidated  financial  statements  should  be read in  conjunction  with  the
audited  consolidated  financial  statements  and  footnotes  included  in  our
annual  report  on Form  10-K for the year  ended  December  31,  2000.  In the
opinion  of  management,   all  adjustments  and  normal   recurring   accruals
considered  necessary  for a fair  presentation  of the results for the interim
period have been  included.  The interim  results  reflected  in the  unaudited
consolidated  financial  statements are not necessarily  indicative of expected
results for the full year.

    Effective  January 1, 2001, the Company adopted  Emerging Issues Task Force
Issues  00-14  and  00-22  (the   "Issues").   The  Issues  require  that  cash
discounts  and other cash  incentives  related to gaming  play be recorded as a
reduction  to gross  casino  revenues.  The  Issues  also  require  that  prior
periods be restated  to conform to this  presentation.  The Company  previously
recorded such  incentives as an operating  expense and has  reclassified  prior
period amounts.  There is no effect on previously reported net income.


                                       5
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - LONG-TERM DEBT

    Long-term debt consists of the following as of June 30, 2001 and December
31, 2000:

                                                            June 30,   December
                                                             2001         31,
                                                          (unaudited)    2000
                                                           --------    --------
                                                              (in thousands)
Related parties:
7.5% notes, payable in monthly installments of interest
  only, with all principal and any unpaid interest due
  December 31, 2001. The notes are uncollateralized
  and are payable to the former partners of Barbary
  Coast and Gold Coast ..................................  $  1,975    $  1,975

Non-related parties:
9.5% senior subordinated notes due April 2009, with
  interest payable semiannually on April 1 and
  October 1 .............................................   225,000     175,000

$200.0 million reducing revolving credit facility due
  April 2004, collateralized by substantially all of the
  assets of Coast Hotels and Casinos, Inc. ..............   114,000     176,000

8.6% note due August 11, 2007, payable in monthly
  installments of $26,667 principal plus interest on
  remaining principal balance, collateralized by 1980
  Hawker aircraft .......................................        --       2,133

Other notes payable .....................................       284         659
                                                           --------    --------
                                                            341,259     355,767
Less: current portion ...................................     2,123       2,430
                                                           --------    --------
                                                           $339,136    $353,337
                                                           ========    ========

    In March 1999, Coast Hotels issued $175.0 million  principal amount of 9.5%
senior  subordinated  notes  with  interest  payable  on April 1 and  October 1
beginning  October 1, 1999 and  entered  into a $75.0  million  senior  secured
revolving  credit  facility due 2004 to facilitate a refinancing.  Availability
under the credit  facility was increased to $200.0  million in September  1999.
On  February  2,  2001,   Coast  Hotels  issued  an  additional  $50.0  million
principal   amount  of  senior   subordinated   notes.   The  net  proceeds  of
approximately  $49.1  million were used to reduce  borrowings  under the senior
secured  credit  facility.  The notes were issued under the same  indenture and
have the same terms,  interest  rate and  maturity  date as the $175.0  million
principal amount of senior subordinated notes issued in 1999.

    Coast Resorts is a guarantor of the  indebtedness  under both the indenture
and the credit  facility.  Borrowings  under the credit facility bear interest,
at  Coast  Hotels'  option,  at a  premium  over  the  one-,  two-,  three-  or
six-month London Interbank  Offered Rate ("LIBOR").  The premium varies between
125 and 250 basis  points,  depending on Coast  Hotels'  ratio of total debt to
EBITDA.  As of June 30,  2001,  the  premium  over  LIBOR was 2.00%  (200 basis
points)  and the  interest  rate was 5.75%.  For the six months  ended June 30,
2001  the  weighted-average   interest  rate  for  the  senior  secured  credit
facility was 7.31%.  Coast Hotels incurs a commitment  fee,  payable  quarterly
in  arrears,  on the  unused  portion of the  credit  facility.  As of June 30,
2001,  this  variable  fee was at the maximum  rate of 0.5% per annum times the
average unused portion of the facility.


                                       6
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - LONG-TERM DEBT (continued)

    The  availability  under the $200.0 million credit facility will be reduced
quarterly  beginning in the fiscal  quarter  ending  September  30,  2001.  The
reductions  will be $6.0  million on each of September  30, 2001,  December 31,
2001,  March 31, 2002 and June 30, 2002;  $8.5 million on each of September 30,
2002,  December 31, 2002,  March 31, 2003 and June 30, 2003;  and $11.5 million
on each of September 30, 2003,  December 31, 2003,  March 31, 2004 and June 30,
2004.  Advances  under the credit  facility  may be used for  working  capital,
general corporate  purposes and certain  improvements to The Orleans,  the Gold
Coast,  the Suncoast and the Barbary Coast.  As of June 30, 2001,  Coast Hotels
had $86.0 million of availability under the $200.0 million credit facility.

    The loan agreement  governing the $200.0  million senior secured  revolving
credit  facility  contains  covenants  that,  among  other  things,  limit  the
ability of Coast  Hotels to pay  dividends or make  advances to Coast  Resorts,
to make certain capital expenditures,  to repay certain existing  indebtedness,
to incur  additional  indebtedness  or to sell material assets of Coast Hotels.
The loan  agreement  limits  the  amount of capital  expenditures  (other  than
maintenance  capital   expenditures)  to  a  maximum  of  approximately  $109.0
million  during  the  term of the  agreement.  Through  June  30,  2002,  Coast
Hotels  spent   approximately   $53.9  million.   Currently,   planned  capital
expenditures  through  2002 would  cause Coast  Hotels to exceed  this  maximum
permitted  by  the  loan  agreement.   At  the  appropriate  time,   management
anticipates  seeking  an  amendment  to  the  facility  to  amend  the  capital
expenditure  covenant and increase the revolving  line of credit to accommodate
the additional planned capital expenditures.

    Additionally,  the loan  agreement  governing  the  $200.0  million  senior
secured  revolving credit facility  requires that Coast Hotels maintain certain
financial  ratios  with  respect to its  leverage  and fixed  charge  coverage.
Coast  Hotels  is  also  subject  to  certain  covenants  associated  with  the
indenture  governing  the  senior  subordinated  notes,   including,  in  part,
limitations  on certain  restricted  payments,  the  incurrence  of  additional
indebtedness  and asset  sales.  Management  believes  that,  at June 30, 2001,
Coast Hotels was in compliance with all covenants and required ratios.


NOTE 3 - TREASURY STOCK

      In May 1999,  Coast Resorts' board of directors  authorized the potential
repurchase  of up to 50,000  shares  of common  stock  from  stockholders  at a
maximum  aggregate  repurchase  price of $5.0  million.  As of June  30,  2001,
31,175  shares of common  stock had been  repurchased  from  shareholders  at a
total  purchase  price of $3.1  million.  On July 6, 2001,  another  500 shares
were repurchased from a shareholder for a total purchase price of $50,000.


                                       7
<PAGE>

                       COAST RESORTS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - EARNINGS PER SHARE

    Basic net income per common  share  excludes  dilution  and is  computed by
dividing  income  applicable  to common  shareholders  by the  weighted-average
number of common  shares  outstanding.  Diluted  net income  per  common  share
assumes  dilution  and is  computed  based on the  weighted-average  number  of
common shares  outstanding after  consideration of the dilutive effect of stock
options.

    The  computations  of basic net  income per common  share and  diluted  net
income per  common  share for the three  months  and six months  ended June 30,
2001 and 2000, are as follows (in thousands, except share data, unaudited):

                                      Three Months Ended     Six Months Ended
                                           June 30,              June 30,
                                     --------------------  --------------------
                                        2001      2000        2001      2000
                                     ---------  ---------  ---------  ---------
Net income applicable to
  computations......................  $  7,026   $  7,000   $ 17,685   $ 17,637
                                     =========  =========  =========  =========
Weighted-average common shares
  applicable to net income per
  common share...................... 1,463,178  1,478,978  1,463,178  1,478,978
Effect of dilutive securities:
  Stock option incremental shares...    35,415     35,415     35,415     35,415
                                     ---------  ---------  ---------  ---------
Weighted-average common
  shares applicable to net income
  per common share, assuming
  dilution.......................... 1,498,593  1,514,393  1,498,593  1,514,393
                                     =========  =========  =========  =========

Basic net income per share
  of common stock...................  $   4.80   $   4.73   $  12.09   $  11.93
                                     =========  =========  =========  =========
Diluted net income per
  share of common stock.............  $   4.69   $   4.62   $  11.80   $  11.65
                                     =========  =========  =========  =========


                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

    The  following  table  sets  forth,  for  the  periods  indicated,  certain
financial information regarding our results of operations:

                                    Three Months Ended       Six Months Ended
                                         June 30,                June 30,
                                   --------------------    --------------------
                                     2001        2000         2001       2000
                                   --------    --------    --------    --------
                                      (in thousands)          (in thousands)
                                       (unaudited)              (unaudited)

Net operating revenues .........   $126,695    $ 90,747    $254,243    $189,332
Operating expenses .............    106,790      75,604     211,673     153,175
                                   --------    --------    --------    --------
Operating income ...............   $ 19,905    $ 15,143    $ 42,570    $ 36,157
                                   ========    ========    ========    ========
Net income .....................   $  7,026    $  7,000    $ 17,685    $ 17,637
                                   ========    ========    ========    ========
EBITDA (1) .....................   $ 29,539    $ 22,013    $ 61,656    $ 49,326
                                   ========    ========    ========    ========

(1)   "EBITDA" means   earnings   before   interest,   taxes,   depreciation,
      amortization,   deferred   (non-cash)  rent  expense,   other  non-cash
      expenses  and  certain   non-recurring  items,   including  pre-opening
      expenses  and gains and losses on  disposal  of assets (for all periods
      presented,  the only  non-cash  expense was deferred  rent and the only
      non-recurring  items were pre-opening  expenses and gains and losses on
      disposal of  assets.)  EBITDA is defined in our senior  secured  credit
      facility  and  in  the  indenture  governing  our  senior  subordinated
      notes.  EBITDA is  presented  as  supplemental  disclosure  because the
      calculation  of EBITDA is necessary to determine  our  compliance  with
      certain   covenants  under  these  financing   agreements  and  because
      management  believes  that it is a widely  used  measure  of  operating
      performance in the gaming  industry.  EBITDA should not be construed as
      an  alternative  to operating  income or net income (as  determined  in
      accordance  with  generally  accepted  accounting   principles)  as  an
      indicator of our operating  performance,  or as an  alternative to cash
      flows  generated by operating,  investing and financing  activities (as
      determined   in   accordance   with   generally   accepted   accounting
      principles)  as an indicator  of cash flows or a measure of  liquidity.
      All companies do not calculate EBITDA in the same manner.  As a result,
      EBITDA as presented here may not be comparable to the similarly  titled
      measures presented by other companies.


                                       9
<PAGE>

Item 2.  Management's  Discussion  and  Analysis of Financial  Condition  and
         Results of Operations (continued)

Results of Operations (continued)

Three  Months Ended June 30, 2001 Compared to Three  Months Ended June 30, 2000
and Six Months  Ended June 30, 2001 Compared to Six Months  Ended June 30, 2000

    In the quarter ended June 30, 2001, we  experienced  increases in revenues,
operating   income,   operating  cash  flows  and  EBITDA,   primarily  due  to
contributions  from our newest  hotel-casino,  the  Suncoast,  which  opened in
September  2000.  Net  revenues  in the  second  quarter  were  $126.7  million
compared  to $90.7  million in 2000,  an increase  of 39.6%.  Operating  income
was  $19.9  million  in the  quarter  compared  to $15.1  million  in 2000,  an
increase of 31.4%.  Despite the  increase in operating  income,  net income was
flat  compared to the second  quarter of 2000 at $7.0  million due to a loss on
the  disposal  of certain  gaming  equipment  assets as well as an  increase in
interest  expense.  Net  interest  expense  is  higher  in 2001 due to a higher
average  balance  of  outstanding  indebtedness  after  the  completion  of the
Suncoast.    EBITDA   (earnings   before   interest,    taxes,    depreciation,
amortization,    deferred   rent,   other   non-cash   expenses   and   certain
non-recurring  items,  including  pre-opening  expenses and gains and losses on
disposal  of assets)  was $29.5  million in the  quarter,  an increase of 34.2%
over 2000 second quarter EBITDA of $22.0 million.

    In the six months  ended  June 30,  2001,  we had  increases  in  revenues,
operating income,  net income,  operating cash flows and EBITDA,  primarily due
to the  Suncoast.  Net  revenues in the first half of 2001 were $254.2  million
compared  to $189.3  million  in the first six  months of 2000.  Revenues  from
our  newest  property,   the  Suncoast,  and  increases  at  The  Orleans  were
partially  offset  by  a  decrease  at  the  Gold  Coast  due  to  construction
disruption  and the  competitive  impact of a recently  opened  locals-oriented
hotel-casino  within  close  proximity  to  the  Gold  Coast.  Revenues  at the
Barbary  Coast  were  down  slightly,  possibly  due  to  the  recent  economic
downturn.  Operating  income  for  the  first  six  months  of 2001  was  $42.6
million  compared  to $36.2  million  in the  first  six  months  of 2000.  Net
income was up  slightly  (0.3%) in the period  and  EBITDA  increased  25.0% to
$61.7 million compared to $49.3 million in the first half of 2000.

    Casino.  Casino  revenues were $94.0 million in the  three months ended June
30, 2001  compared to $65.0  million in the same period in 2000,  an increase of
44.6% due primarily to the opening of the Suncoast in September 2000. In the six
months ended June 30, 2001,  casino  revenues  increased 36.7% to $188.7 million
compared to $138.0 million in 2000. Gold Coast casino  revenues  declined in the
quarter and year-to-date  due to disruption from the on-going  renovation of its
interior  and the  recent  opening  of a new  locals-oriented  casino  in  close
proximity to the Gold Coast.

    Casino expenses  increased $13.1 million (44.0%) in the quarter,  primarily
due to the Suncoast  operations.  The casino  operating  margin was  relatively
flat at 54.5%  compared to 54.3% in the second  quarter of 2000.  Year-to-date,
the casino operating margin was 54.5% compared to 54.6% in 2000.

    Food and  Beverage.  Food and beverage  revenues  were $26.4 million in the
second  quarter of 2001  compared  to $19.1  million in 2000,  an  increase  of
38.4% due  primarily  to the  Suncoast.  Food and beverage  expenses  increased
41.5% to $19.8  million in 2001  compared to $14.0  million in 2000,  primarily
due to the  additional  expenses  of the  Suncoast.  For the six  months  ended
June 30,  2001,  food and  beverage  revenues  were $53.1  million  compared to
$38.8  million in 2000, an increase of 36.9%.  Food and beverage  expenses were
$38.6  million in the first six  months of 2001  compared  to $27.3  million in
2000.


                                       10
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Results of Operations (continued)

    Hotel.  Hotel room  revenues  were $9.5  million  in the second  quarter of
2001  compared to $8.2 million in 2000,  an increase of 16.4%  primarily due to
the  Suncoast.  The hotel  operating  margin  declined  slightly in the quarter
due to  lower-than-expected  occupancy rates at our hotels.  For the six months
ended June 30, 2001,  hotel room revenues were $19.5 million  compared to $16.5
million  in the same  period in 2000.  The  hotel  operating  margin  decreased
slightly due to lower-than-expected occupancy rates.

    Other.  Other revenues include bowling,  showroom,  special events,  retail
and  miscellaneous  other  revenues.  Other  revenues  were $9.1 million in the
second  quarter of 2001  compared to $7.2 million in 2000, an increase of 27.0%
primarily  due to the  Suncoast.  Expenses  related to the other  revenues also
increased  because of the  Suncoast  to $6.8  million in 2001  compared to $5.9
million  in 2000,  an  increase  of 14.9%.  In the six  months  ended  June 30,
2001,  other revenues were $17.9 million  compared to $14.1 million in the same
period in 2000,  an increase of 27.0%.  Other  expenses  were $13.5  million in
the first half of 2001  compared  to $11.5  million  in 2000,  an  increase  of
17.3%.

    General  and  Administrative.  General  and  administrative  expenses  were
$24.0  million  in the  second  quarter of 2001  compared  to $16.0  million in
2000,  an  increase  of  50.3%,   primarily  due  to  the  Suncoast   expenses.
Additionally,  utilities  expenses  increased  substantially  in  the  quarter.
Excluding the Suncoast,  which opened in September  2000,  electricity  and gas
expenses  increased  $641,000  (42.6%)  compared to the second quarter of 2000.
Included in general and  administrative  expenses  for the second  quarter were
cash rent  expenses of $1.3  million in 2001 and  $675,000 in 2000.  During the
construction  of the  Suncoast  and  until it opened in  September  2000,  rent
expense was capitalized as a cost of the project.

    For  the six  months  ended  June  30,  2001,  general  and  administrative
expenses were $46.9  million  compared to $32.2 million in 2000, an increase of
45.4%,  primarily  due to the Suncoast.  Excluding the Suncoast,  which was not
open in the first half of 2000,  utilities  expenses  increased by $1.5 million
(46.8%) compared to the first half of 2000.

    Pre-opening  Costs.  Pre-opening  costs related to the  development  of the
Suncoast  were  expensed as incurred.  Pre-opening  expenses  were  $874,000 in
the second quarter of 2000.  There were no  pre-opening  expenses in the second
quarter of 2001.  For the first six months of 2000,  pre-opening  expenses were
$1.1  million.  There were no  pre-opening  expenses in the first six months of
2001.

    Deferred  Rent.  Deferred  rent in the second  quarter of 2001 was $885,000
compared  to $519,000 in the second  quarter of 2000.  During the  construction
of the  Suncoast  and until it opened  in  September  2000,  rent  expense  was
capitalized  as a cost of the  project.  For the  first  six  months  of  2001,
deferred rent was $1.8 million compared to $1.0 million in 2000.

    Depreciation and  Amortization.  Depreciation and amortization  expense was
$8.7  million in the second  quarter of 2001  compared to $5.5 million in 2000.
The increase was primarily  due to the opening of the  Suncoast.  Year-to-date,
depreciation  and  amortization  expense  was $17.3  million  compared to $11.0
million in the first half of 2000.


                                       11
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Results of Operations (continued)

    Other  Income  (Expenses).  Net  interest  expense  increased in the second
quarter  of  2001  due to the  higher  debt  related  to the  financing  of the
construction  of the  Suncoast.  Net  interest  expense was $7.6 million in the
quarter  compared to $4.3  million in the second  quarter of 2000.  Capitalized
interest  decreased  by $1.7  million  due to the  completion  of the  Suncoast
construction  in  September  2000.  For the  first  six  months  of  2001,  net
interest  expense was $15.5  million  compared to $9.1 million in the first six
months of 2000.  Capitalized  interest  decreased by $2.6 million in the period
compared to the first half of 2000.

Liquidity and Capital Resources

    Our  principal  sources of liquidity  have  consisted  of cash  provided by
operating   activities   and  debt   financing.   Cash  provided  by  operating
activities  was $38.7  million in the six months  ended June 30, 2001 and $25.9
million in the six months ended June 30, 2000.

    Cash used in  investing  activities  in the six months  ended June 30, 2001
and 2000 was $28.3 million and $77.9 million,  respectively,  and was primarily
for capital  expenditures.  Expenditures of approximately  $42.8 million in the
first half of 2001,  including amounts in construction  accounts payable,  were
for   maintenance   capital   expenditures   ($8.5  million)  and  for  capital
improvement  projects  at  the  Gold  Coast,  The  Orleans  and  the  Suncoast.
Expenditures  in the first half of 2000 were primarily for the  construction of
the Suncoast.

    Cash used in financing  activities  was $15.4  million in the first half of
2001.  Proceeds  from  the  issuance  on  February  2,  2001 of  $50.0  million
principal  amount of senior  subordinated  notes and from borrowings  under our
revolving  line of  credit  were  offset by  reductions  of  amounts  under the
credit  facility  with cash  flows  from  operations  and  approximately  $49.1
million  of net  proceeds  from the  senior  subordinated  note  issuance.  The
senior  subordinated  notes were issued under the same  indenture  and have the
same terms,  interest  rate and maturity date as our $175.0  million  principal
amount  of  senior   subordinated  notes  issued  in  1999.  Cash  provided  by
financing  activities  was $41.7  million in the first half of 2000,  primarily
from  borrowings  under our $200.0 million  senior secured credit  facility due
to construction of the Suncoast.

    The  availability  under our $200.0 million senior secured credit  facility
will be reduced in quarterly  amounts  beginning in the fiscal  quarter  ending
September 30, 2001.  The  reductions  will be $6.0 million on each of September
30, 2001,  December 31,  2001,  March 31, 2002 and June 30, 2002;  $8.5 million
on each of September 30, 2002,  December 31, 2002,  March 31, 2003 and June 30,
2003;  and $11.5  million on each of  September  30,  2003,  December 31, 2003,
March 31,  2004 and June 30,  2004.  The  advances  under the  facility  may be
used  for   working   capital,   general   corporate   purposes,   and  certain
improvements  to our existing  properties.  As of June 30, 2001,  we had $114.0
million  outstanding  under the  $200.0  million  credit  facility.  Borrowings
under the credit facility bear interest,  at our option,  at a premium over the
one-, two-,  three- or six-month London Interbank  Offered Rate ("LIBOR").  The
premium  varies  depending  on our ratio of total  debt to EBITDA  and can vary
between 125 and 250 basis points.  As of June 30, 2001,  the premium over LIBOR
was 2.00% (200 basis points) and the interest  rate was 5.75%.  For the quarter
ended June 30, 2001 the  weighted-average  interest rate for the senior secured
credit facility was 7.31%.


                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Liquidity and Capital Resources (continued)

    The loan agreement  governing the $200.0  million senior secured  revolving
credit  facility  contains  covenants  that,  among  other  things,  limit  our
ability to pay  dividends or make  advances to Coast  Resorts,  to make certain
capital  expenditures,   to  repay  certain  existing  indebtedness,  to  incur
additional  indebtedness  or to sell material  assets.  Additionally,  the loan
agreement  requires that we maintain  certain  financial ratios with respect to
its  leverage  and  fixed  charge  coverage.  We are also  subject  to  certain
covenants   associated   with  the  indenture   governing  our  $225.0  million
principal   amount  of  senior   subordinated   notes,   including,   in  part,
limitations  on certain  restricted  payments,  the  incurrence  of  additional
indebtedness  and asset sales.  We believe  that,  at June 30, 2001, we were in
compliance with all covenants and required ratios.

Capital Expenditures

    In January  2001,  we announced a proposed  expansion  of The Orleans.  The
project includes a 10,000-seat  special-events  center, a 620-room hotel tower,
a 2,600-car  parking garage,  six additional  movie theaters,  two restaurants,
an Irish  pub and  approximately  40,000  square  feet of new  gaming  area and
public  space.   Various  enhancements  to  the  scope  of  the  special-events
center,  hotel  tower,  parking  garage and movie  theaters and the addition of
two  more  restaurants  and a bar  have  increased  the  estimated  cost of the
expansion  from $100.0  million to  approximately  $130.0  million.  One of the
restaurants  and the  Irish pub  opened  in the  second  quarter  of 2001,  and
construction  of the second  restaurant  and the movie  theaters  began in that
quarter.  We  anticipate  that 2001 cash  outlays  for the  project  will total
approximately  $50.0  million,  of which $15.0 million had been expended in the
first six months.

    In the fourth quarter of 2000, we commenced an approximately  $20.5 million
first phase  expansion and remodel of the Gold Coast.  The project will include
a new,  expanded  buffet,  a sports bar,  an  Asian-themed  restaurant,  10,000
square feet of  additional  meeting  space,  the  refurbishing  of our standard
hotel guest rooms and the  redesign of most of the Gold Coast's  public  areas.
We  expect  to  complete  the  project  by the  fourth  quarter  and  to  spend
approximately  $18.5  million in 2001, of which $12.0 million had been expended
in the first six months.

    In the  second  quarter of 2001,  we  commenced  construction  of the $30.0
million  second  phase  of the Gold  Coast  remodel.  The  project  includes  a
2,000-car  parking  garage,  a 10,000 square foot  expansion of the  convention
and  banquet  facilities,  30,000  square  feet  of  additional  casino  space,
relocation  of the bingo  parlor  and  various  other  improvements.  2001 cash
outlays for the project are expected to be approximately $10.0 million.

    The  Suncoast  hotel  room  tower  was  originally   built  to  accommodate
approximately  200  additional  hotel  rooms.  We began  construction  of these
additional  rooms in the first  quarter of 2001 and expect to complete  them in
the third quarter of 2001 at an estimated cost of $11.0 million.

    In the ordinary course of operating our  hotel-casinos,  it is necessary to
upgrade or replace  fixtures and equipment and to make  improvements  that will
extend the life of our physical  plants.  We anticipate that these  maintenance
capital  expenditures will total  approximately $12.0 million in 2001, of which
approximately $8.5 million had been expended in the first six months.


                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Capital Expenditures (continued)

    Our expansion  and remodel  projects are expected to be funded in 2001 with
existing cash  balances,  operating  cash flow and available  borrowings  under
our  credit  facility.   We  believe  those  sources  will  provide  sufficient
resources  to  meet  our  debt  and  lease  payment   obligations  and  capital
expenditure  requirements  for 2001.  The loan  agreement  governing our $200.0
million   revolving   line  of  credit   limits  the  amount  of  our   capital
expenditures  (other than  maintenance  capital  expenditures)  to a maximum of
approximately  $109.0 million  during the term of the  agreement.  Through June
30, 2002, we have spent  approximately  $53.9 million.  Currently,  our planned
capital  expenditures  through  2002  would  cause us to  exceed  this  maximum
permitted  by the  loan  agreement.  At the  appropriate  time,  we  anticipate
seeking  an  amendment  to  the  facility  to  amend  the  capital  expenditure
covenant  and  increase  the  revolving  line  of  credit  to  accommodate  our
additional  planned  capital  expenditures.  If such an amendment  and increase
cannot be obtained,  it may become  necessary  to delay  certain of the capital
projects or to seek alternative financing.

   A key element of our business  strategy is the  expansion or  renovation  of
our existing  properties as described  above.  The completion of these projects
is subject to certain risks, including but not limited to:

o     general  construction  risks,  including  cost  overruns,   shortages  of
      materials or skilled  labor,  labor  disputes,  unforeseen  environmental
      or  engineering  problems,   work  stoppages,   fire  and  other  natural
      disasters, construction scheduling problems and weather interference;

o     change orders and plan or specification modifications;

o     changes  and   concessions   required  by   governmental   or  regulatory
      authorities; and

o     delays in  obtaining  or  inability  to  obtain  all  required  licenses,
      permits and authorizations.


                                       14
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Certain Forward-Looking Statements

    This Form 10-Q includes "forward-looking  statements" within the meaning of
the  securities   laws.  All  statements   regarding  our  expected   financial
position,   business   strategies  and  financing   plans  under  the  headings
"Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operations",  "Business"  and  elsewhere in this Form 10-Q are  forward-looking
statements.  In addition,  in those and other  portions of this Form 10-Q,  the
words  "anticipates,"  "believes,"  "estimates,"  "seeks,"  "expects," "plans,"
"intends"  and  similar  expressions,  as they  relate to Coast  Resorts or its
management,  are intended to identify forward-looking  statements.  Although we
believe  that the  expectations  reflected in such  forward-looking  statements
are  reasonable,  and have based these  expectations  on our beliefs as well as
assumptions  we  have  made,  such  expectations  may  prove  to be  incorrect.
Important  factors that could cause actual  results to differ  materially  from
such  expectations  are  disclosed  in  this  Form  10-Q,  including,   without
limitation, the following factors:

o     increased  competition,  both  in  Nevada  and  other  states,  including
      increased competition from California Native American gaming;

o     dependence on the Las Vegas area and Southern  California  for a majority
      of our customers;

o     substantial  leverage and uncertainty that we will be able to service our
      debt;

o     uncertainties  associated  with  construction  projects,   including  the
      related  disruption of operations and  the availability of financing,  if
      necessary;

o     changes in laws or  regulations,  third party  relations  and  approvals,
      decisions of courts, regulators and governmental bodies;

o     uncertainties related to the economy; and

o     uncertainties  related to the cost and/or availability of electricity and
      natural gas.

    All subsequent written and oral forward-looking  statements attributable to
us or persons  acting on our behalf are expressly  qualified in their  entirety
by our  cautionary  statements.  The  forward-looking  statements  included are
made only as of the date of this Form 10-Q.  We do not  intend,  and  undertake
no obligation, to update these forward-looking statements.


                                       15
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Market Risk

    Market  risk is the risk of loss  arising  from  adverse  changes in market
rates and prices,  such as interest rates,  foreign currency exchange rates and
commodity  prices.  Our primary  exposure to market risk is interest  rate risk
associated  with our  long-term  debt.  We  attempt  to limit our  exposure  to
interest rate risk by managing the mix of our long-term  fixed-rate  borrowings
and short-term  borrowings under our revolving bank credit  facility.  To date,
we have  not  invested  in  derivative-  or  foreign  currency-based  financial
instruments.


                                       16
<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

    None.

Item 2.  Changes in Securities.

    None.

Item 3.  Defaults Upon Senior Securities.

    None.

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

    Not applicable.

Item 5.  Other Information.

    None.

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

    (a)  Exhibits.

         None.

    (b)  Reports on Form 8-K.

         None.


                                       17
<PAGE>

                                   SIGNATURES

    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this  Quarterly  Report on Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized.


Date:  August 14, 2001            COAST RESORTS, INC., a Nevada corporation


                                  By:   /s/ Gage Parrish
                                        -----------------------
                                        Gage Parrish
                                        Vice President and
                                        Chief Financial Officer


                                       18