|                                                        
|--------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
|                                                        
|

|(Mark One) |                                                                                                                                                            | 
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|X          | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2002                  | 
|           |                                                                                                                                                            | 
|           | 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 CASINOS, INC.
(Exact name of registrant as specified in its charter)
|---------------------------------------------------------------------------------------------------------

| | Nevada
(State or other jurisdiction of
incorporation or organization) |  | 88-0345704
(I.R.S. employer
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
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|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 November 14, 2002:  1,461,178                                                                                                                                                                                            

---

#### Part I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

|                                                                                                                               |  | September 30,
2002
(unaudited) |         | December 31,
2001
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | ------- | -----------------
|ASSETS                                                                                                                         |  |                                |         |                  
|CURRENT ASSETS:                                                                                                                |  |                                |         |                  
|Cash and cash equivalents                                                                                                      |  | $                              | 32,448  |                  
|Accounts receivable, net                                                                                                       |  |                                | 6,322   |                  
|Other current assets                                                                                                           |  |                                | 21,262  |                  
|TOTAL CURRENT ASSETS                                                                                                           |  |                                | 60,032  |                  
|PROPERTY AND EQUIPMENT, net                                                                                                    |  |                                | 700,643 |                  
|OTHER ASSETS                                                                                                                   |  |                                | 8,967   |                  
|                                                                                                                               |  | $                              | 769,642 |                  
|LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                                           |  |                                |         |                  
|CURRENT LIABILITIES:                                                                                                           |  |                                |         |                  
|Accounts payable                                                                                                               |  | $                              | 16,414  |                  
|Accrued liabilities                                                                                                            |  |                                | 51,587  |                  
|Construction accounts payable                                                                                                  |  |                                | 21,692  |                  
|Current portion of long-term debt                                                                                              |  |                                | 162     |                  
|TOTAL CURRENT LIABILITIES                                                                                                      |  |                                | 89,855  |                  
|LONG-TERM DEBT, less current portion                                                                                           |  |                                | 444,302 |                  
|DEFERRED INCOME TAXES                                                                                                          |  |                                | 27,142  |                  
|DEFERRED RENT                                                                                                                  |  |                                | 26,301  |                  
|TOTAL LIABILITIES                                                                                                              |  |                                | 587,600 |                  
|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,           
1,494,353 shares issued and 1,461,178 shares outstanding |  |                                | 15      |                  
|Additional paid-in capital                                                                                                     |  |                                | 95,398  |                  
|Retained earnings                                                                                                              |  |                                | 89,962  |                  
|Treasury stock (33,175 shares)                                                                                                 |  |                                | (3,333) |                  
|TOTAL STOCKHOLDERS' EQUITY                                                                                                     |  |                                | 182,042 |                  
|                                                                                                                               |  | $                              | 769,642 |                  

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

---

#### COAST CASINOS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months Ended September 30, 2002 and 2001
(dollars in thousands, except share and per share data)
(unaudited)

|                                             |  | Three Months Ended
September 30, |           | Nine Months Ended
September 30,
|-------------------------------------------- |  | -------------------------------- | --------- | -------------------------------
|                                             |  | 2002                             |           | 2001                           
|OPERATING REVENUES:                          |  |                                  |           |                                
|Casino                                       |  | $                                | 97,322    |                                
|Food and beverage                            |  |                                  | 27,704    |                                
|Hotel                                        |  |                                  | 9,797     |                                
|Other                                        |  |                                  | 9,920     |                                
|GROSS OPERATING REVENUES                     |  |                                  | 144,743   |                                
|Less: promotional allowances                 |  |                                  | (13,880)  |                                
|NET OPERATING REVENUES                       |  |                                  | 130,863   |                                
|                                             |  |                                  |           |                                
|OPERATING EXPENSES:                          |  |                                  |           |                                
|Casino                                       |  |                                  | 45,080    |                                
|Food and beverage                            |  |                                  | 20,697    |                                
|Hotel                                        |  |                                  | 4,472     |                                
|Other                                        |  |                                  | 7,079     |                                
|General and administrative                   |  |                                  | 28,730    |                                
|Deferred rent                                |  |                                  | 794       |                                
|Depreciation and amortization                |  |                                  | 11,490    |                                
|TOTAL OPERATING EXPENSES                     |  |                                  | 118,342   |                                
|                                             |  |                                  |           |                                
|OPERATING INCOME                             |  |                                  | 12,521    |                                
|                                             |  |                                  |           |                                
|OTHER INCOME (EXPENSES):                     |  |                                  |           |                                
|Interest expense, net                        |  |                                  | (8,830)   |                                
|Interest capitalized                         |  |                                  | 923       |                                
|Gain (loss) on disposal of assets            |  |                                  | 4         |                                
|Other income (expense)                       |  |                                  | (72)      |                                
|TOTAL OTHER INCOME (EXPENSES)                |  |                                  | (7,975)   |                                
|                                             |  |                                  |           |                                
|INCOME BEFORE INCOME TAXES                   |  |                                  | 4,546     |                                
|Income tax provision                         |  |                                  | 1,493     |                                
|NET INCOME                                   |  | $                                | 3,053     |                                
|                                             |  |                                  |           |                                
|PER SHARE INFORMATION:                       |  |                                  |           |                                
|Basic net income per share of common stock   |  | $                                | 2.09      |                                
|Diluted net income per share of common stock |  | $                                | 2.06      |                                
|Basic weighted-average shares outstanding    |  |                                  | 1,461,178 |                                
|Diluted weighted-average shares outstanding  |  |                                  | 1,485,284 |                                

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

---

#### COAST CASINOS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2002 and 2001
(dollars in thousands, except share and per share data)
(unaudited)

|                                                                                                             |  | Nine Months Ended
September 30,
|------------------------------------------------------------------------------------------------------------ |  | -------------------------------
|                                                                                                             |  | 2002                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                        |  |                                
|Net income                                                                                                   |  | $                              
|ADJUSTMENTS TO RECONCILE NET INCOME TO
          NET CASH PROVIDED BY OPERATING ACTIVITIES:                  |  |                                
|Depreciation and amortization                                                                                |  |                                
|Net amortization of debt offering costs
        
          and original issue premium                        |  |                                
|Loss on disposal of assets                                                                                   |  |                                
|Deferred income taxes                                                                                        |  |                                
|Deferred rent                                                                                                |  |                                
|Changes in assets and liabilities                                                                            |  |                                
|Net (increase) decrease in accounts receivable
            
           and other assets                      |  |                                
|Net increase in accounts payable and accrued liabilities                                                     |  |                                
|TOTAL ADJUSTMENTS                                                                                            |  |                                
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                    |  |                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                        |  |                                
|Capital expenditures, net of amounts in construction accounts payable                                        |  |                                
|Proceeds from sale of assets                                                                                 |  |                                
|NET CASH USED IN INVESTING ACTIVITIES                                                                        |  |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                        |  |                                
|Proceeds from issuance of long-term debt, including original issue
          premium, net of financing costs |  |                                
|Principal payments on long-term debt                                                                         |  |                                
|Proceeds from borrowings under bank line of credit                                                           |  |                                
|Repayments of borrowings under bank line of credit                                                           |  |                                
|Repurchase of common stock                                                                                   |  |                                
|NET CASH PROVIDE BY (USED IN) FINANCING ACTIVITIES                                                           |  |                                
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                                         |  |                                
|CASH AND CASH EQUIVALENTS, at beginning of period                                                            |  |                                
|CASH AND CASH EQUIVALENTS, at end of period                                                                  |  | $                              

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

---

#### COAST CASINOS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Year Ended December 31, 2001 and
For the Nine Months Ended September 30, 2002
(dollars in thousands, except share and per share data)

|Common Stock                             | AdditionalPaid-In | Retained  | Treasury
|---------------------------------------- | ----------------- | --------- | --------
|                                         |                   |           |         
|Balance at December 31, 2000             |                   | 1,463,178 |         
|Repurchase of common stock               |                   | (2,000)   |         
|Net income                               |                   | --        |         
|Balance at December 31, 2001             |                   | 1,461,178 |         
|Net income(unaudited)                    |                   | --        |         
|Balance at September 30, 2002(unaudited) |                   | 1,461,178 |         

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

---

#### COAST CASINOS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

#### NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION
Background Information

Coast Casinos,  Inc. ("Coast Casinos" or the "Company") is a Nevada  corporation
and serves as a holding  company  for Coast  Hotels and  Casinos,  Inc.  ("Coast
Hotels"),  which is also a Nevada  corporation.  Coast Casinos  changed its name
from Coast Resorts,  Inc. on July 2, 2002.  Through its wholly owned subsidiary,
Coast    Hotels,    the   Company   owns   and    operates    four   Las   Vegas
hotel-casinos:

- The Suncoast Hotel and Casino,  which is located in the west end of the Las
     Vegas valley.
- The Orleans Hotel and Casino, which is located  approximately one mile west
     of the Las Vegas Strip on Tropicana Avenue.
- Gold Coast Hotel and Casino,  which is located  approximately one mile west
     of the Las Vegas Strip on Flamingo Road.
- Barbary  Coast  Hotel  and  Casino,  which  is  located  on the  Las  Vegas
     Strip.

## Basis of Presentation

The  accompanying   condensed  consolidated  interim  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.  The year-end balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles.  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, 2001.  In the opinion of  management,  all  adjustments  and normal
recurring accruals  considered  necessary for a fair presentation of the results
for the interim periods have been included. The interim results reflected in the
unaudited  consolidated  financial statements are not necessarily  indicative of
expected results for the full year.

---

#### COAST CASINOS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

#### NOTE 2 - LONG-TERM DEBT

Long-term debt consists of the following as of September 30, 2002 and
December 31, 2001:

|                                                                                                                                                                                                    |  | September 30,2002 |         | December 31,2001
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ----------------
|                                                                                                                                                                                                    |  | (in thousands)   
|9.5% senior subordinated notes due April 2009, with interest payable
     semiannually on April 1 and October 1, including unamortized
     original issue premium of $4,588 in 2002 and $0 in 2001 |  | $                 | 329,588 |                 
|Senior secured credit facility due September 2004, collateralized by
     substantially all of the assets of Coast Hotels and Casinos, Inc.                                                         |  |                   | 114,500 |                 
|Other notes payable                                                                                                                                                                                 |  |                   | 376     |                 
|                                                                                                                                                                                                    |  |                   | 444,464 |                 
|Less: current portion                                                                                                                                                                               |  |                   | 162     |                 
|                                                                                                                                                                                                    |  | $                 | 444,302 |                 

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 credit
facility due 2004 to  facilitate a  refinancing.  Availability  under the credit
facility was increased to $200.0 million in September 1999, subject to automatic
reductions in  availability  from September 2001 through June 2004, as described
below. Coast Casinos is a guarantor of the indebtedness under both of these debt
agreements.  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 Coast Hotels' ratio of total
debt to EBITDA and can vary  between 125 and 250 basis  points.  As of September
30, 2002,  the premium  over LIBOR was 2.0% (200 basis  points) and the interest
rate was 3.82%.  For the nine months  ended  September  30,  2002,  the weighted
average  interest rate for the senior secured credit  facility was 3.63%.  Coast
Hotels  incurs a commitment  fee,  payable  quarterly in arrears,  on the unused
portion of the credit facility. This variable fee is currently at a rate of 0.5%
per annum times the average unused portion of the facility.

The  availability  under the senior  secured  credit  facility  has been reduced
quarterly since September 30, 2001. On September 30, 2002 total availability was
reduced to $167.5  million.  As of October  31,  2002,  the  Company  had $131.0
million  outstanding under the credit facility,  with $36.5 million of remaining
availability. On December 31, 2002, total availability will be reduced to $159.0
million, with additional quarterly reductions in availability of $8.5 million on
each of  March  31,  2003 and June 30,  2003,  and of $11.5  million  on each of
September  30, 2003,  December 31, 2003,  March 31, 2004 and June 30, 2004.  The
Company's  anticipated  cash flow from  operations  and  availability  under the
senior  secured  credit  facility may not be  sufficient  to meet their  capital
expenditure plans through the first quarter of 2003. Additionally, their planned
capital  expenditures  will cause  them to exceed  the  limits  under the credit
facility. Accordingly, they anticipate amending or replacing the credit facility
to increase  availability and permitted capital expenditures such that operating
cash flow and  availability  under a credit  facility  will  provide  sufficient
resources to meet their debt and lease  payment  obligations,  budgeted  capital
expenditure requirements at their hotel-casino  properties,  including a planned
expansion at the Suncoast, and operating needs for the foreseeable future. There
is no guarantee  that the Company  will be able to amend the credit  facility to
increase  availability  and permitted  capital  expenditures or enter into a new
credit facility.  If they are unable to do so, they expect to delay the Suncoast
expansion and, to the extent necessary, other capital expenditures.

On February 2, 2001,  Coast Hotels  issued $50.0  million  additional  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.
On March 19, 2002,  Coast Hotels  issued  $100.0  million  additional  principal
amount of senior  subordinated  notes and received a $5.0 million original issue
premium in  connection  with the  issuance.  The net  proceeds of  approximately
$103.2 million were used to reduce  borrowings  under the credit  facility.  The
notes that were issued in 2001 and 2002 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.

The loan  agreement  governing  the  senior  secured  credit  facility  contains
covenants  that,  among other  things,  limit the ability of Coast Hotels to pay
dividends  or  make  advances  to  Coast  Casinos,   to  make  certain   capital
expenditures,  to repay  certain  existing  indebtedness,  to  incur  additional
indebtedness or to sell material assets of Coast Hotels. Additionally,  the loan
agreement  requires that Coast Hotels  maintain  certain  financial  ratios with
respect to its leverage and fixed charge coverage.  The agreement was amended in
December  2001 and in March  2002 to  increase  the  amount of  certain  capital
expenditures that may be made. 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. At September 30, 2002, Coast Hotels
was in compliance with all covenants and required ratios.

On April 2, 2002, Coast Hotels entered into an interest rate swap agreement with
a member of the Company's bank group wherein $100.0 million  notional  amount of
the Company's  fixed rate debt was converted to a floating  rate. The fixed rate
paid to the Company was 5.77% and the  floating  rate paid to the bank was based
on six-month LIBOR and set at 2.33% for the six months ended September 30, 2002.
On July 16, 2002,  the Company  terminated the swap agreement and received $3.75
million,  comprised of $1.0 million of accrued interest receivable and a gain of
$2.7 million, which was recorded in the second quarter.

---

#### COAST CASINOS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

#### NOTE 3 - PROMOTIONAL ALLOWANCES

The retail value of hotel accommodations and food and beverage items provided to
customers  without  charge is included in gross  revenues  and then  deducted as
promotional allowances,  to arrive at net revenues. The following is a breakdown
of these  complimentary  revenues  for the three  months and nine  months  ended
September 30, 2002 and 2001:

|                        |  | Three Months Ended
September 30, |        | Nine Months Ended
September 30,
|----------------------- |  | -------------------------------- | ------ | -------------------------------
|                        |  | 2002                             |        | 2001                           
|Complimentary revenues: |  |                                  |        |                                
|Food and beverage       |  | $                                | 10,976 |                                
|Hotel                   |  |                                  | 1,697  |                                
|Other                   |  |                                  | 1,207  |                                
|Promotional allowances  |  | $                                | 13,880 |                                

The estimated cost of providing these  complimentary  services is as follows for
the three months and nine months ended September 30, 2002 and 2001:

|                  |  | Three Months Ended
September 30, |        | Nine Months Ended
September 30,
|----------------- |  | -------------------------------- | ------ | -------------------------------
|                  |  | 2002                             |        | 2001                           
|Food and beverage |  | $                                | 11,363 |                                
|Hotel             |  |                                  | 770    |                                
|Other             |  |                                  | 571    |                                
|                  |  | $                                | 12,704 |                                

The cost of promotional  allowances has been allocated to expense as follows for
the three months and nine months ended September 30, 2002 and 2001:

|                           |  | Three Months Ended
September 30, |        | Nine Months Ended
September 30,
|-------------------------- |  | -------------------------------- | ------ | -------------------------------
|                           |  | 2002                             |        | 2001                           
|Casino                     |  | $                                | 11,944 |                                
|General and administrative |  |                                  | 760    |                                
|                           |  | $                                | 12,704 |                                

---

#### COAST CASINOS, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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 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, 2002 and 2001,
are as follows (in thousands, except share and per share data):

|                                                                                               |  | Three Months Ended
September 30, |           | Nine Months Ended
September 30,
|---------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | -------------------------------
|                                                                                               |  | 2002                             |           | 2001                           
|Net income applicable to computations                                                          |  | $                                | 3,053     |                                
|Weighted average common shares applicable
   to net income per common share                    |  |                                  | 1,461,178 |                                
|Effect of dilutive securities:                                                                 |  |                                  |           |                                
|Stock option incremental shares                                                                |  |                                  | 23,494    |                                
|Weighted-average common shares applicable to net
   income per common share, assuming dilution |  |                                  | 1,484,672 |                                
|Basic net income per share of common stock                                                     |  | $                                | 2.09      |                                
|Diluted net income per share of common stock                                                   |  | $                                | 2.06      |                                

#### COAST CASINOS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

#### NOTE 5 - INITIAL PUBLIC OFFERING

On May  24,  2002,  Coast  Casinos  filed  a  registration  statement  with  the
Securities  and Exchange  Commission  with respect to a proposed  initial public
offering  of its common  stock.  The timing of the  initial  public  offering is
indefinite  and  subject to market  conditions.  There is no  guarantee  that an
initial public offering will take place. Through September 30, 2002, the Company
has  capitalized  costs related to the  registration  statement in the amount of
$421,000.

---

#### Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operation
Critical Accounting Policies and Estimates

We have identified the following  critical  accounting  policies that affect our
more  significant  judgments  and  estimates  used  in  the  preparation  of our
financial statements.  The preparation of our financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires that we make estimates and judgments  that affect the reported  amounts
of assets and  liabilities,  revenues and expenses,  and related  disclosures of
contingent  assets and  liabilities.  On an on-going  basis,  we evaluate  those
estimates,  including  those  related  to asset  impairment,  accruals  for slot
marketing points,  self-insurance,  compensation and related  benefits,  revenue
recognition,  allowance for doubtful  accounts,  contingencies  and  litigation.
These estimates are based on the information  that is currently  available to us
and on various  other  assumptions  that we believe to be  reasonable  under the
circumstances.  Actual results could vary from those  estimates  under different
assumptions or conditions.

We believe that the following critical  accounting  policies require significant
judgments and estimates used in the preparation of our financial statements:

- We maintain an allowance for doubtful  accounts for estimated  losses  resulting
from the inability of our customers to make required payments,  which results in
bad debt expense.  We determine the adequacy of this  allowance by  periodically
evaluating  individual customer  receivables and considering the customers
financial  condition,  credit history and current  economic  conditions.  If the
financial condition of customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be required.
- We maintain accruals for health and workers compensation self-insurance and slot
club  point  redemption,  which are  classified  as accrued  liabilities  in the
balance  sheets.  We determine  the adequacy of these  accruals by  periodically
evaluating  the  historical  experience  and projected  trends  related to these
accruals.  If our  estimates  indicate  that  the  accruals  are  overstated  or
understated,  we will adjust them and reduce or provide for additional  accruals
as appropriate.
- We are subject to various  claims and legal  actions in the  ordinary  course of
business.  Some of these  matters  include  personal  injuries to customers  and
damage to  customers  personal assets. We estimate guest claims and accrue
for such  liability  based on historical  experience  and the  probability of an
unfavorable outcome in accrued liabilities in the balance sheets.

---

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

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

|                                                |  | Three Months Ended
September 30, |          | Nine Months Ended
September 30,
|----------------------------------------------- |  | -------------------------------- | -------- | -------------------------------
|                                                |  | 2002                             |          | 2001                           
|                                                |  | (in thousands)
(unaudited)       |          | (in thousands)
(unaudited)     
|Net operating revenues                          |  | $                                | 130,863  |                                
|Operating expenses                              |  |                                  | 118,342  |                                
|Operating income                                |  |                                  | 12,521   |                                
|Depreciation and amortization                   |  |                                  | 11,490   |                                
|Deferred rent                                   |  |                                  | 794      |                                
|EBITDA(1)                                       |  | $                                | 24,805   |                                
|                                                |  |                                  |          |                                
|Net income                                      |  | $                                | 3,053    |                                
|                                                |  |                                  |          |                                
|Cash provided by operating activities           |  | $                                | 29,703   |                                
|                                                |  |                                  |          |                                
|Cash used in investing activities               |  | $                                | (48,115) |                                
|                                                |  |                                  |          |                                
|Cash provided by (used in) financing activities |  | $                                | 21,500   |                                

|(1) | EBITDA   means  earnings  before  interest,   taxes,   depreciation,
amortization,  deferred (non-cash) rent expense, certain other non-cash expenses
and non-recurring items such as pre-opening  expenses and gains or losses on the
termination of interest rate swap  agreements  (for all periods  presented,  the
only non-cash  expenses and  non-recurring  items were deferred rent,  gains and
losses on  disposal of assets and other  income  (expense)  associated  with the
interest rate swap.  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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

#### Item 2.  Management Discussion and Analysis of Financial Condition and Results of Operation
Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001
and Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

In the quarter ended September 30, 2002,  revenues increased but EBITDA declined
compared to the quarter ended  September 30, 2001.  Net revenues were up 2.1% in
the quarter, including increases at the Suncoast, the Gold Coast and the Barbary
Coast that were  partially  offset by a 4.9% decrease at The Orleans.  Despite a
sluggish  economy,  table games drop and slot coin-in  increased  5.0% and 6.2%,
respectively,  compared to the previous quarter.  However,  casino revenues were
significantly  impacted  by lower  than  historical  table  games and slots hold
percentages.  EBITDA was $24.8 million in the quarter  compared to $30.0 million
in the third  quarter of 2001,  a  decrease  of 17.3% due  primarily  to the low
casino hold percentages and an increase in general and administrative  expenses,
as well as a general increase in all other expenses, as further described below.
Operating  income was $12.5 million in the quarter,  a 37.7% decrease from $20.1
million in the third quarter of 2001 because of the reasons  mentioned  above as
well as an increase of 27.3% in depreciation and amortization expense related to
the  completion of  significant  parts of the various  expansion and  remodeling
projects at The Orleans and the Gold Coast.

In the nine months  ended  September  30,  2002,  revenues  were $402.4  million
compared to $382.4  million in the prior year,  an increase of 5.2%.  EBITDA was
$91.3 million in the  nine-month  period  compared to $91.7 million in the prior
year, a decrease of 0.4% as the increased revenues were offset by an increase in
general and  administrative  expenses and higher costs  associated with food and
beverage  operations.  Operating income in the nine months was $57.9 million,  a
7.6% decrease  compared to prior year operating  income of $62.7 million because
of the reasons  discussed  above as well as an increase of 17.4% in depreciation
and  amortization  expense  related  to  the  recently-completed  expansion  and
remodeling projects at The Orleans and the Gold Coast.

Casino.  Casino  revenues  were  $97.3  million  in  the  third
quarter  of 2002  compared  to $96.4  million  in the same  period  in 2001,  an
increase of 1.0% due to increases at the Suncoast, Gold Coast and Barbary Coast,
offset by a 7.8% decrease at The Orleans.  Customer wagering volume increased in
the period, with table games drop increasing by 5.0% and slot coin-in increasing
by 6.2%, but casino  revenues were  negatively  impacted by  approximately  $4.3
million due to lower than expected hold  percentages in table games and slots at
our three locals-oriented properties.  Year-to-date, casino revenues were $300.6
million compared to $285.1 million in the first nine months of 2001, an increase
of 5.5%. Increases at the Suncoast,  Gold Coast and Barbary Coast were partially
offset by a decrease at The  Orleans  due, in part,  to  increased  competition,
lower   than    expected    casino   hold    percentages,    and    construction
disruption.

Casino  expenses  increased $1.4 million (3.2%) in the third quarter,  primarily
due to increased  promotional costs as well as increased payroll costs resulting
from July 2002 pay raises and increased staffing at the Suncoast, Gold Coast and
The Orleans related to the opening of additional  casino space at the Gold Coast
and The Orleans as well as additional table games at the Suncoast. Year-to-date,
casino expenses  increased $5.3 million (4.1%) primarily due to increases at the
Suncoast and the Gold Coast, in line with the increased revenues.

Food  and  Beverage.  Food  and  beverage  revenues  were $27.7
million  in the third  quarter of 2002  compared  to $26.3  million in 2001,  an
increase  of 5.4%.  Food and  beverage  revenues  at The  Orleans  had been down
approximately 7.0% in the first two quarters compared to the first six months of
2001,  but  increased  by 2.7% in the third  quarter  compared to the 2001 third
quarter,  reflecting an increase in visitor volume resulting from the opening of
586 new hotel rooms on August 30, 2002. Food and beverage  revenues in the third
quarter were also higher at the  Suncoast  and the Gold Coast,  but were flat at
the  Barbary  Coast  compared  to last  year.  Year-to-date,  food and  beverage
revenues were $83.3  million  compared to $79.4 million in the first nine months
of 2001,  an increase  of 4.9%  reflecting  increases  at the Gold Coast and the
Suncoast, offset, in part, by a decrease at The Orleans.

Food and  beverage  expenses  were $20.7  million  in the third  quarter of 2002
compared to $19.2 million in the third quarter of 2001, an increase of 7.9%, due
primarily  to the larger new buffet at the Gold Coast  which  opened in December
2001.  Year-to-date,  food and beverage  expenses were $62.2 million compared to
$57.8  million  in the  first  nine  months  of 2001,  an  increase  of 7.7% due
primarily to the new buffet at the Gold Coast. Year-to-date,  total meals served
in the Gold Coast  buffet more than  doubled  those  served in the buffet in the
same period in 2001,  increasing  by 103.8%.  Costs in the buffet  increased  by
146.7% in the nine months ended September 30, 2002 due to increased staffing and
more elaborate food offerings in the expanded buffet and an overall  increase in
direct expenses related to the increase in customers served.

Hotel.  Hotel  room  revenues  were $9.8  million  in the third
quarter of 2002  compared to $9.3  million in 2001,  an increase of 5.3%.  Total
occupied rooms  increased by 14.7% in the quarter  because of the opening of 216
additional  rooms at the Suncoast in August 2001 and 586 additional rooms at The
Orleans in August 2002.  Average room rates declined in the third quarter to $52
from $56 in the third quarter of 2001 because of the  continuing  effects of the
events of  September  11, 2001.  Year-to-date,  hotel room  revenues  were $29.8
million  compared to $28.8 million in 2001, an increase of 3.7%.  Total occupied
rooms  increased by 7.6% in the 2002 nine-month  period,  but average room rates
declined to $57 compared to $59 in 2001.

In the three months ended September 30, 2002, hotel expenses  increased by 14.4%
due to the additional rooms at the Suncoast and The Orleans. Year-to-date, hotel
expenses  increased  by 8.5%,  primarily  because  the  additional  rooms at the
Suncoast were not open for most of the first nine months of 2001.

Other.  Other  revenues are derived primarily from our bowling,
retail, entertainment and leased facilities. In the three months ended September
30, 2002,  other revenues were $9.9 million compared to $9.0 million in 2001, an
increase of 10.1%.  Year-to-date,  other revenues were $29.0 million compared to
$26.9 million in 2001,  an increase of 7.8% due primarily to increased  customer
volume at the Suncoast.

General  and   Administrative.     General  and  administrative
expenses  were $28.7  million in the third  quarter  of 2002  compared  to $24.6
million in 2001, an increase of 16.7%, primarily due to increases in payroll and
related costs (12.6%),  utilities (20.2%), property taxes (28.1%), and insurance
costs  (92.5%).  Payroll and related costs were  affected by increased  staffing
levels at The Orleans and the Gold Coast due to the recent  expansions  at those
properties,  as well as third  quarter  2002 pay raises and increase in employee
health insurance costs of 31.3%.  Utilities expenses in the quarter increased by
$451,000  (27.8%) at The  Orleans and  $293,000  (27.0%) at the Gold  Coast,
respectively,  due to the recently completed  expansions at those properties and
higher utility  rates.  Property taxes also increased by $333,000 in the quarter
because of the expansions. General insurance costs were higher in the quarter as
they have been  throughout  2002 because of  increased  premiums  that  resulted
mainly  from the  events  of  September  11,  2001.  For the nine  months  ended
September 30, 2002, general and administrative  expenses were $79.9 million,  an
increase of 11.8% over 2001 nine-month  expenses of $71.5 million  primarily due
to  the  increased  payroll,  utilities,  property  taxes  and  insurance  costs
discussed above.

Other  Income  (Expenses).  Despite  a  lower  weighted-average
interest  rate on our debt,  net interest  expense was $8.8 million in the third
quarter  compared to $7.3 million in the third  quarter of 2001,  an increase of
20.5%.  The  increase  is due to higher  aggregate  indebtedness  related to the
construction  projects at The  Orleans  and the Gold  Coast.  In the nine months
ended  September 30, 2002,  net interest  expense was $23.9 million  compared to
$23.0 million in the first nine months of 2001, an increase of 3.7%. Capitalized
interest  was $923,000 in the third  quarter,  compared to $715,000 in the third
quarter  of 2001 due to  ongoing  expansion  projects  at the Gold Coast and The
Orleans.  Capitalized interest was $2.4 million in the first nine months of 2002
compared  to  $914,000  in the  same  period  in 2001  also  due to the  ongoing
expansion  projects.  Other  income,  including  gains and losses on disposal of
assets,  in the first nine months of 2002 was $2.4 million compared to a loss of
$281,000 in the first nine months of 2001. The increase was the result of a $2.7
million gain on an interest  rate swap  agreement  that was  terminated  in July
2002, partially offset by a $307,000 loss on disposal of equipment.

---

#### Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation
Aggregate Indebtedness and Fixed Payment Obligations

Our  total  long-term  indebtedness  (including  current  maturities)  and fixed
payment  obligations  on the land  leases for the  twelve-month  periods  ending
September 30 are summarized by year below:

|                                                   |  | 2003 |       | 2004 |   | 2005    |  | 2006                   |       | 2007 |   | Thereafter
|-------------------------------------------------- |  | ---- | ----- | ---- | - | ------- |  | ---------------------- | ----- | ---- | - | ----------
|                                                   |  |      |       |      |   |         |  | (dollars in thousands) |       |      |   |           
|Long-Term Indebtedness                             |  |      |       |      |   |         |  |                        |       |      |   |           
|Senior subordinated notes                          |  | $    | --    |      | $ | --      |  | $                      | --    |      | $ | --        
|Bank credit facility(1)                            |  |      | --    |      |   | 114,500 |  |                        | --    |      |   | --        
|Other                                              |  |      | 162   |      |   | 177     |  |                        | 3     |      |   | 3         
|Fixed Payment Obligations
  for Land Leases        |  |      |       |      |   |         |  |                        |       |      |   |           
|Barbary Coast - land lease                         |  |      | 181   |      |   | 190     |  |                        | 190   |      |   | 190       
|Barbary Coast - parking lot                        |  |      | 31    |      |   | --      |  |                        | --    |      |   | --        
|The Orleans - land lease                           |  |      | 2,700 |      |   | 2,700   |  |                        | 2,700 |      |   | 2,700     
|Suncoast - land lease                              |  |      | 2,465 |      |   | 2,525   |  |                        | 2,585 |      |   | 2,645     
|Total Indebtedness and
  Fixed Payment Obligations |  | $    | 5,539 |      | $ | 120,092 |  | $                      | 5,478 |      | $ | 5,538     

|(1) | The terms of the senior secured credit facility  provide that  availability
will  be  reduced  on  a  quarterly  basis.  See   Liquidity  and  Capital
Resources.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

For the nine months ended September 30, 2002 we made principal payments of $29.5
million,  net of borrowings,  on the senior secured credit facility and $148,000
in principal payments on other long-term debt. We have debt service payments due
aggregating  $162,000  during the next  twelve  months on other  long-term  debt
obligations.  We also have fixed payment obligations under leases due during the
next twelve months of $5.4 million.  Total remaining  fixed payment  obligations
under leases is $417.8 million. The fixed payment obligations represent payments
due under  operating lease  agreements  primarily for land on which three of our
properties are located.

The Orleans occupies a portion of an approximately  80-acre site located on West
Tropicana  Avenue,  approximately one mile south of the Gold Coast. We lease the
real property  under a ground lease entered into by Coast Hotels and the Tiberti
Company,  a Nevada general  partnership of which J. Tito Tiberti,  a director of
Coast Hotels, is managing partner. The lease had an effective  commencement date
of  October  1,  1995,  an initial  term of 50 years,  and  includes  an option,
exercisable  by us, to extend the initial term for an additional  25 years.  The
lease  provides  for  monthly  rental  payments of  $200,000  per month  through
February 2002,  $225,000 per month during the 48-month  period  thereafter,  and
$250,000 per month during the 60-month period thereafter.  In March 2011, annual
rental  payments  will  increase  on a  compounding  basis at a rate of 3.0% per
annum. In addition, we have been granted an option to purchase the real property
during the two-year period  commencing in February 2016. The lease provides that
the  purchase  price will be the fair market  value of the real  property at the
time we exercise the option,  provided that the purchase  price will not be less
than 10 times, nor more than 12 times, annual rent at such time.

The Suncoast  occupies the  approximately  50-acre site located at the corner of
Rampart Boulevard and Alta Drive in the west end of the Las Vegas valley that we
lease  pursuant to a Ground Lease  Agreement  dated as of October 28, 1994.  The
initial term of the lease expires on December 31, 2055. The lease contains three
options,  exercisable  by us, to extend the term of the lease for 10 years each.
The lease  provided for monthly  rental  payments of $166,667 for the year ended
December  31,  1995.  Thereafter,  the monthly  rent  increases by the amount of
$5,000 in  January of each year.  The  landlord  has the option to require us to
purchase the property at the end of 2014, 2015, 2016, 2017 and 2018, at the fair
market value of the real property at the time the landlord exercises the option,
provided that the purchase price will not be less than 10 times nor more than 15
times  the  annual  rent at such  time.  Based on the  terms of the  lease,  the
potential purchase price commitment ranges from  approximately  $31.0 million to
approximately  $51.0  million in the years 2014 through 2018. We have a right of
first refusal in the event the landlord desires to sell the property at any time
during the lease term.

The  Barbary  Coast  occupies  approximately  1.8 acres at the  intersection  of
Flamingo Road and the Strip and occupies real property that we lease pursuant to
a lease dated May 1, 1993.  The lease  provides for rental  payments of $175,000
per year during the initial  term of the lease that  expires on May 1, 2003.  We
have  exercised the first of two 30-year lease  extension  options,  with rental
payments  increasing  to  $190,000  per year  during  the first ten years of the
renewal  period.  We have an option to purchase the leased  property at any time
during the six month period prior to the  expiration  of the initial term of the
lease,  provided that certain  conditions  are met, at a purchase price equal to
the greater of $3.5 million or the then  appraised  value of the real  property.
Should the landlord  desire to sell the real property during the initial term of
the lease,  we have a right of first refusal.  We also lease  approximately  2.5
additional  acres of real property  located  adjacent to the Barbary Coast.  The
lease expires on December 31, 2002.  The lease  provides for rental  payments of
$125,000  per  annum.  We use the  2.5-acre  property  as a parking  lot for our
employees  and for valet  parking.  The landlord has the right to terminate  the
lease upon six months  prior notice to us if it requires the use of the property
for its own business  purposes  (which  excludes  leaving the property vacant or
leasing  it to third  parties  prior  to  January  1,  2003).  We are  currently
negotiating  with the  landlord  to purchase  the 2.5 acre  parcel  prior to the
expiration of the lease on December 31, 2002, although we cannot assure you that
we will in fact purchase the  property.  If we are unable to purchase the parcel
and are  requested to vacate it, our employees may be required to park at one of
our other facilities and ride shuttle buses to the Barbary Coast.

---

#### Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation
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 $80.2
million in the nine months  ended  September  30, 2002 and $69.5  million in the
nine months ended September 30, 2001.

Cash used in investing  activities  in the nine months ended  September 30, 2002
and 2001 was $164.7 million and $52.9 million,  respectively,  and was primarily
for capital expenditures.

Cash  provided by  financing  activities  was $73.5  million in the
nine months ended  September 30, 2002  primarily  from the issuance in
March 2002 of $100.0 million  principal amount of senior  subordinated
notes.  The  net  proceeds  of  $103.2  million  were  used  to  repay
borrowings  under  our  line  of  credit.  In the  nine  months  ended
September  30,  2001,  cash  used in  financing  activities  was  $5.4
million,  primarily  from  repayment  of  borrowings  under our credit
facility  offset by proceeds  from the  issuance  in February  2001 of
$50.0 million principal amount of senior subordinated notes.

Our primary cash  requirements for the next twelve months include the payment of
principal  and  interest  on our debt,  maintenance  capital  expenditures,  the
possible  purchase of land adjacent to the Barbary Coast,  the completion of the
expansion  and  remodeling  project at the Gold  Coast,  the  completion  of the
special  events  arena at The Orleans and the  expansion  of the  Suncoast  (see
Capital  Expenditures  below).  Our  anticipated  cash flow from  operations and
availability  under the senior secured credit  facility may not be sufficient to
meet our  capital  expenditure  plans  through  the first  quarter  of 2003.  We
anticipate  amending or replacing our credit  facility to increase  availability
and  permitted   capital   expenditures   such  that  operating  cash  flow  and
availability under a credit facility will provide  sufficient  resources to meet
our  debt  and  lease  payment   obligations,   budgeted   capital   expenditure
requirements at our hotel-casino  properties,  including a planned  expansion at
the  Suncoast,  and  operating  needs for the  foreseeable  future.  There is no
guarantee  that we  will  be able to  amend  our  credit  facility  to  increase
availability  and  permitted  capital  expenditures  or enter  into a new credit
facility.  If unable to do so, we expect to delay the Suncoast expansion and, to
the extent necessary, other capital expenditures.

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 credit
facility due 2004 to  facilitate a  refinancing.  Availability  under the credit
facility was increased to $200.0 million in September 1999, subject to automatic
reductions in  availability  from September 2001 through June 2004, as described
below. Coast Casinos is a guarantor of the indebtedness under both of these debt
agreements.  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 Coast Hotels' ratio of total
debt to EBITDA and can vary  between 125 and 250 basis  points.  As of September
30, 2002,  the premium  over LIBOR was 2.0% (200 basis  points) and the interest
rate was 3.82%.  For the nine months  ended  September  30,  2002,  the weighted
average  interest rate for the senior secured credit  facility was 3.63%.  Coast
Hotels  incurs a commitment  fee,  payable  quarterly in arrears,  on the unused
portion of the credit facility. This variable fee is currently at a rate of 0.5%
per annum times the average unused portion of the facility.

The  availability  under the senior  secured  credit  facility  has been reduced
quarterly  since September 30, 2001. On September 30, 2002,  total  availability
was reduced to $167.5  million.  As of October 31, 2002,  we had $131.0  million
outstanding  under  the  credit  facility,   with  $36.5  million  of  remaining
availability. On December 31, 2002, total availability will be reduced to $159.0
million, with additional quarterly reductions in availability of $8.5 million on
each of  March  31,  2003 and June 30,  2003,  and of $11.5  million  on each of
September   30,  2003,   December  31,  2003,   March  31,  2004  and  June  30,
2004.

On February 2, 2001,  Coast Hotels  issued $50.0  million  additional  principal
amount of senior  subordinated  notes. The net proceeds of  approximately  $49.1
million  were  used to reduce  borrowings  under  their  senior  secured  credit
facility.  On March 19, 2002,  Coast Hotels  issued  $100.0  million  additional
principal  amount of our senior  subordinated  notes. The notes were issued at a
premium and the net proceeds of approximately $103.2 million were used to reduce
borrowings under their senior secured credit facility. As a result, Coast Hotels
has additional  availability  under the credit  facility to complete the capital
improvement projects as described under "Capital  Expenditures" below. The notes
that were issued in 2001 and 2002 were issued under the same  indenture and have
the same  terms,  interest  rate and  maturity  date as our the  $175.0  million
principal amount of senior subordinated notes issued in March 1999.

The loan agreement  governing the credit facility contains covenants that, among
other things,  limit Coast Hotels'  ability to pay dividends or make advances to
Coast Casinos, 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 Coast Hotels  maintain  certain
financial  ratios with respect to its leverage  and fixed charge  coverage.  The
agreement  was amended in December 2001 and in March 2002 to increase the amount
of certain capital  expenditures  that may be made. Coast Hotels is also subject
to certain covenants  associated with the indenture governing our $325.0 million
principal amount of senior subordinated notes,  including,  in part, limitations
on certain restricted  payments,  the incurrence of additional  indebtedness and
asset sales.  At September  30, 2002,  Coast Hotels was in  compliance  with all
covenants and required ratios.

On April 2, 2002, Coast Hotels entered into an interest rate swap agreement with
a member of Coast Hotels' bank group wherein $100.0 million  notional  amount of
Coast Hotels' fixed rate debt was converted to a floating  rate.  The fixed rate
paid to Coast Hotels was 5.77% and the floating  rate paid to the bank was based
on six-month LIBOR and set at 2.33% for the six months ended September 30, 2002.
On July 16, 2002,  the Company  terminated the swap agreement and received $3.75
million,  comprised of $1.0 million of accrued interest receivable and a gain of
$2.7 million, which was recorded in the second quarter.

---

#### Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation
Capital Expenditures

In January 2001, we commenced an expansion of The Orleans.  The project includes
approximately  40,000  square  feet of new  gaming  area  and  public  space,  a
special-events  arena, a 586-room  hotel tower,  spa and fitness  facilities,  a
2,600-car  parking garage and six additional movie theaters.  Through  September
30, 2002, we had completed all but the arena,  which is expected to be completed
April  2003.  The  project  had a budget  of $150.0  million,  but  upgrades  to
equipment  in the  special  events  arena  have  increased  the budget to $154.0
million.  We anticipate  that fourth quarter 2002  expenditures  for the project
will total  approximately $15.0 million and expenditures to complete the project
in 2003 will  total  approximately  $14.5  million.  Our senior  secured  credit
facility  contains a provision that limits project  capital  expenditures at The
Orleans to $110.0  million after January 1, 2002.  The increase in the budget to
$154.0 million will cause us to exceed that limitation as we approach completion
of the project in 2003. We anticipate  amending or replacing our credit facility
prior to exceeding the capital expenditure limit.  However, we cannot assure you
that we will be able to amend or replace our credit  facility,  and accordingly,
we may delay completion of the project.

In the fourth quarter of 2000, we commenced an expansion and remodel of the Gold
Coast.  The project was originally  designed to include a new,  expanded  buffet
restaurant,  a sports bar, an Asian-themed  restaurant,  an Italian  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.  In
2001 we expanded the scope of the project to include a 1,300-car parking garage,
a larger porte-cochere, a pedestrian bridge to the casino, 20,000 square feet of
new gaming area and a new bingo  parlor.  Through  September  30,  2002,  we had
opened the multi-station buffet, the sports bar, the restaurants, the additional
meeting  space  and  the  additional  gaming  space  and  we had  completed  the
redesigned public areas.  After construction of the parking garage began in June
2002,  we increased its size from 1,300 parking  spaces to  approximately  2,000
spaces  and  elected  to build it in three  phases  to  mitigate  disruption  to
customers. In addition, we added a banquet kitchen above the porte-cochere.  The
increases  in  scope  to the  project  have  increased  the  estimated  cost  to
approximately  $75.5  million.  We expect to  complete  the project by the first
quarter of 2003 and to spend approximately $9.0 million in the fourth quarter of
2002 and approximately $6.0 million to complete the project in the first quarter
of 2003.

We plan to commence an  expansion  of the Suncoast in the first half of 2003 and
to complete it in phases  through the second half of 2004.  The project is still
in the conceptual stage and no detailed plans have been developed. The expansion
is  expected  to  feature  a  70,000  square  foot  casino  addition,  including
approximately  700 additional slot machines,  a poker room, a new sports book, a
sports bar, additional table games, a new casino bar, additional basement space,
an approximately  1,600-car parking garage and four new restaurants.  Based on a
cost per square footage  estimate,  we expect that the cost of the project could
range from $60.0 to $70.0  million.  We  anticipate  amending or  replacing  our
senior  secured  credit  facility to fund the  expansion.  If we cannot amend or
replace  the  credit  facility,  we will  delay  the  Suncoast  expansion  until
financing is secured.

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 $26.0 million in 2002. In the nine
months  ended  September  30,  2002 we had spent $23.3  million for  maintenance
capital  expenditures.  In addition, in June 2002 we purchased a 1996 Bombardier
CRJ200 jet aircraft.  The purchase  price of the aircraft was $14.5 million plus
the trade-in of our 1980 Hawker-Siddely 700, valued at $3.2 million.

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:

- 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;
- change orders and plan or specification modifications;
- changes  and   concessions   required   by   governmental   or   regulatory
     authorities;
- delays in obtaining or inability to obtain all required  licenses,  permits
     and authorizations; and
- disruption  of  our  operations  at  our   hotel-casinos   by  construction
     activities.

We anticipate  amending our senior  secured credit  facility so that  borrowings
under that facility,  in conjunction with existing cash balances and anticipated
cash flow from operations will provide sufficient resources to meet our debt and
lease payment  obligations,  budgeted  capital  expenditure  requirements at our
hotel-casino  properties and operating  needs for the next 12 months.  If we are
unable to amend or replace our credit facility,  we expect to delay the Suncoast
expansion and, to the extent necessary, other capital expenditures.

---

#### Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operation
Other Matters

In July 2001, the Financial Accounting Standards Board issued Statement No. 141,
"Business  Combinations"  and Statement No. 142,  "Goodwill and Other Intangible
Assets".  SFAS 141 is effective as follows: (a) use of the  pooling-of-interests
method is prohibited for business  combinations  initiated  after June 30, 2001;
and (b) the  provisions  of SFAS 141 also  apply  to all  business  combinations
accounted  for by the purchase  method that are  completed  after June 30, 2001.
There  are  also  transition  provisions  that  apply to  business  combinations
completed  before  July  1,  2001  which  were  accounted  for by  the  purchase
method.

SFAS 142 is effective  for fiscal years  beginning  after  December 15, 2001 and
applies to all goodwill and other  intangible  assets  recognized in an entity's
statement of financial  position at that date,  regardless  of when those assets
were initially recognized.

In August 2001, the Financial  Accounting  Standards Board issued  Statement No.
143,  "Accounting for  Obligations  Associated with the Retirement of Long-Lived
Assets".  The objectives of SFAS 143 are to establish  accounting  standards for
the  recognition  and  measurement  of an asset  retirement  obligation  and its
associated  asset  retirement  cost.  SFAS 143 is  effective  for  fiscal  years
beginning after June 15, 2002.

In October 2001, the Financial  Accounting  Standards Board issued Statement No.
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  SFAS 144 is  effective  for fiscal  years  beginning  after
December 15, 2001 and, generally, is to be applied prospectively.

In April 2002, the Financial Accounting Standards Board issued Statement No. 145
("SFAS 145")  "Rescission of FASB  Statements Nos. 4, 44 and 64 and Amendment of
FASB Statement No. 13." SFAS 145 addresses the  presentation for losses on early
retirements of debt in the statement of  operations.  Upon adoption of SFAS 145,
the Company might not be allowed to present losses on early  retirements of debt
as an extraordinary item. Additionally, prior period extraordinary losses may be
required to be reclassified to conform to this new presentation.

In June 2002, the Financial  Accounting Standards Board issued Statement No. 146
("SFAS 146") "Accounting for Costs Associated with Exit or Disposal Activities."
The  provisions  of SFAS 146 become  effective  for exit or disposal  activities
commenced  subsequent  to December  31, 2002 and the Company does not expect any
impact   on  its   financial   condition,   results   of   operations   or  cash
flows.

The adoption of SFAS 141,  SFAS 142 and SFAS 144 had no impact on our  financial
position,  results of operations  or cash flows.  We do not expect the impact of
the adoption of SFAS 143,  SFAS 145 or SFAS 146 to be material to our  financial
position, results of operations or cash flows.

---

#### Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation
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 Hotels 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:

- increased competition, both in Nevada and other states, including increased
     competition from California Native American gaming;
- dependence on the Las Vegas area and Southern  California for a majority of
     our customers;
- substantial  leverage and  uncertainty  that we will be able to service our
     debt;
- uncertainties associated with construction projects,  including the related
     disruption   of  operations   and  the   availability   of  financing,   if
     necessary;
- changes  in laws or  regulations,  third  party  relations  and  approvals,
     decisions of courts, regulators and governmental bodies;
- uncertainties related to the economy;
- uncertainties  related to the cost and/or  availability  of electricity and
     natural gas;
- the impact on the travel and leisure industry, and Las Vegas in particular,
     of any terrorist  attack or threat of terrorist  attack,  and of the United
     States response to an attack or threat; and
- uncertainties  with respect to verdicts rendered by juries

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.

---

#### 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. Assuming that the amount of
our  variable  rate debt  remained  constant at $114.5  million  during the next
twelve months,  a hypothetical  1% increase in our variable  interest rate would
increase our interest expense by $1.1 million. On April 2, 2002, we entered into
an interest rate swap  agreement  with a member of our bank group wherein $100.0
million notional amount of our fixed rate debt was converted to a floating rate.
In July 2002 we terminated the swap agreement. (See "Management's Discussion and
Analysis of Financial Condition and Results of Operation - Liquidity and Capital
Resources".)

The table below provides  information  about our financial  instruments that are
sensitive to changes in interest rates. For debt obligations, the table presents
notional  amounts and weighted  average  interest rates by contractual  maturity
dates for the twelve-month period ended September 30,:

|                         |  | 2003 |       | 2004 |   | 2005    |  | 2006 |       | 2007 |                        | Thereafter |  | Total |       | Fair Value(1)
|------------------------ |  | ---- | ----- | ---- | - | ------- |  | ---- | ----- | ---- | ---------------------- | ---------- |  | ----- | ----- | -------------
|                         |  |      |       |      |   |         |  |      |       |      | (dollars in thousands) |            |  |       |       |              
|LIABILITIES              |  |      |       |      |   |         |  |      |       |      |                        |            |  |       |       |              
|Short-term debt          |  |      |       |      |   |         |  |      |       |      |                        |            |  |       |       |              
|Fixed rate               |  | $    | 162   |      | $ | --      |  | $    | --    |      | $                      | --         |  | $     | --    |              
|Average interest rate(2) |  |      | 9.50% |      |   | --      |  |      | --    |      |                        | --         |  |       | --    |              
|                         |  |      |       |      |   |         |  |      |       |      |                        |            |  |       |       |              
|Long-term debt           |  |      |       |      |   |         |  |      |       |      |                        |            |  |       |       |              
|Fixed rate               |  | $    | --    |      | $ | 177     |  | $    | 3     |      | $                      | 3          |  | $     | 3     |              
|Average interest rate(2) |  |      | --    |      |   | 9.50%   |  |      | 9.50% |      |                        | 9.50%      |  |       | 9.50% |              
|Variable rate            |  | $    | --    |      | $ | 114,500 |  | $    |       |      | $                      | --         |  | $     | --    |              
|Average interest rate(2) |  |      | --    |      |   | 3.82%   |  |      | --    |      |                        | --         |  |       | --    |              

|(1) | The fair values are based on the  borrowing  rate  currently  available for
debt  instruments  with similar terms and  maturities,  and market quotes of our
publicly traded debt.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based upon contractual  interest rates for fixed  indebtedness or the LIBOR rate
at September 30, 2002 for variable rate indebtedness.                                            

---

#### Item 4.  Controls and Procedures

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports 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  management,  including  our Chief  Executive  Officer  and  Chief  Financial
Officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.  Management  necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures which, by their nature, can provide
only reasonable assurance regarding management's control objectives.

Within 90 days  prior to the  filing  date of this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our Chief Executive Officer along with our Chief Financial Officer, of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing,  our
Chief Executive  Officer along with our Chief Financial  Officer  concluded that
our disclosure  controls and procedures are effective in timely alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiary)  required to be included in our  Exchange  Act reports that would be
made known to them by others within the Company.  There have been no significant
changes in our internal controls or in other factors,  which could significantly
affect   internal   controls   subsequent   to  the  date  we  carried  out  our
evaluation. Additionally,  no significant deficiencies or material weaknesses in
such internal controls requiring corrective actions were identified.

---

#### PART II.  OTHER INFORMATION
Item 1 Legal Proceedings.

Not applicable.

#### 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.
| | --- | ---------

The following are filed as exhibits to this Quarterly Report on Form 10-Q:

| | 99.1 - Certification of Chief Executive Officer and Chief Financial Officer pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
| | --------------------------------------------------------------------------------------------------------------------------------

| | (b) | Reports on Form 8-K.
| | --- | --------------------

| | On July 3, 2002,  the Company  filed a Form 8-K dated July 2, 2002 under Item 5,
Other Events, with respect to its name being changed from Coast Resorts, Inc. to
Coast Casinos, Inc.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

#### 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:  November 14, 2002 | COAST CASINOS, INC., a Nevada corporation
|------------------------ | -----------------------------------------
|                         | By:                                      
|                         |                                          
|                         |                                          

---

#### CERTIFICATIONS

I, Michael J. Gaughan, certify that:

|I have  reviewed  this  quarterly  report  on Form  10-Q of Coast  Casinos,
     Inc.;Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14)  for the  registrant  and we
     have:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|Date: November 14, 2002                                             
|--------------------------------------------------------------------
|/s/ Michael J. Gaughan                                              
|Michael J. Gaughan
Chairman of the Board and Chief Executive Officer

---

I, Gage Parrish, certify that:

|I have  reviewed  this  quarterly  report  on Form  10-Q of Coast  Casinos,
     Inc.;Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14)  for the  registrant  and we
     have:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|Date: November 14, 2002                                
|-------------------------------------------------------
|/s/ Gage Parrish                                       
|Gage Parrish
Vice President and Chief Financial Officer