|
|
|
|

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C.  20549

---

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934.For the quarterly period ended June 30, 2004

OR

TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934.For the transition period from  to ____

Commission File Number: 333-115186

RIVER ROCK ENTERTAINMENT AUTHORITY(Exact name of registrant as specified in its charter)

|Not Applicable(State or other jurisdiction of incorporation or organization) |                                                                     | 68-0490898 (I.R.S.
  EmployerIdentification
  No.)
|---------------------------------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------------------------
|                                                                             |                                                                     |                                                   
|                                                                             | 3250 Highway 128 EastGeyserville, California 95441
  (707) 857-2777 |                                                   

(Address, including zip code, and
    telephone number,including
area code, of registrants principal executive offices)

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.


YesNo

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


Yes  No

|
|
|
|

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY
INDEX TO FORM 10-Q

|     |  |                                                                                                                                                               |     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item |  | Description                                                                                                                                                   | Page
|     |  |                                                                                                                                                               |     
|     |  | PART I  FINANCIAL INFORMATION                                                                                                                                |     
|     |  |                                                                                                                                                               |     
|1.   |  | Financial Statements (unaudited)                                                                                                                              |     
|     |  | Balance Sheets-June
    30, 2004 and December 31, 2003                                                                                                        | 1   
|     |  | Statement
      of Revenues, Expenses and Changes in Fund Deficit  Three-Months ended June
    30, 2004 and 2003 and
Six-Months ended June 30, 2004 and 2003 | 2   
|     |  | Statements of Cash
    Flows  Six-Months ended June 30, 2004 and 2003                                                                                        | 3   
|     |  | Notes to unaudited Financial Statements                                                                                                                       | 5   
|2.   |  | Managements
    Discussion and Analysis of Financial Condition and Results of Operations                                                                     | 15  
|3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                    | 23  
|4.   |  | Controls and Procedures                                                                                                                                       | 23  
|     |  |                                                                                                                                                               |     
|     |  | PART II  OTHER INFORMATION                                                                                                                                   |     
|     |  |                                                                                                                                                               |     
|1.   |  | Legal Proceedings                                                                                                                                             | 24  
|6.   |  | Exhibits and Reports on Form 8-K                                                                                                                              | 25  
|     |  |                                                                                                                                                               |     

|Signature
Exhibit Index | 25
|----------------------- | --
|                        |   





---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)

BALANCE SHEETS

|                                           |                                           |  |              | June 30, 2004
(Unaudited) |   |              | December 31, 2003 |  
|------------------------------------------ | ----------------------------------------- |  | ------------ | ------------------------- | - | ------------ | ----------------- | -
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           | ASSETS                                    |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|CURRENT ASSETS:                            |                                           |  |              |                           |   |              |                  
|                                           | Cash and cash equivalents                 |  |              | $19,588,162               |   |              | $16,897,644       |  
|                                           | Restricted cash-current                   |  |              | 15,227,165                |   |              | 13,304,106        |  
|                                           | Accounts receivable                       |  |              | 203,715                   |   |              | 106,748           |  
|                                           | Inventories                               |  |              | 376,548                   |   |              | 149,401           |  
|                                           | Prepaid expenses and other current assets |  |              | 578,793                   |   |              | 882,933           |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           | Total current assets                      |  |              | 35,974,383                |   |              | 31,340,832        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|RESTRICTED CASH-Net of Current             |                                           |  | 26,046,697   |                           |   | 56,762,374   |                  
|                                           |                                           |  |              |                           |   |              |                   |  
|PROPERTY AND EQUIPMENT:                    |                                           |  |              |                           |   |              |                  
|                                           | Buildings and improvements                |  |              | 40,797,206                |   |              | 40,345,177        |  
|                                           | Furniture, fixtures and equipment         |  |              | 21,534,657                |   |              | 20,512,559        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              | 62,331,863                |   |              | 60,857,736        |  
|                                           | Accumulated depreciation                  |  |              | (7,638,421                | ) |              | (4,610,859        | )
|                                           | Construction in progress                  |  |              | 47,610,709                |   |              | 17,965,694        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           | Property and equipment-net                |  |              | 102,304,151               |   |              | 74,212,571        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|DEPOSITS AND OTHER ASSETS                  |                                           |  | 7,712,878    |                           |   | 7,864,059    |                  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|TOTAL                                      |                                           |  | $172,038,109 |                           |   | $170,179,836 |                  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           | LIABILITIES
    AND FUND DEFICIT          |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|CURRENT LIABILITIES:                       |                                           |  |              |                           |   |              |                  
|                                           | Accounts payable:                         |  |              |                           |   |              |                   |  
|                                           | Trade                                     |  |              | $2,605,798                |   |              | $6,185,353        |  
|                                           | Construction                              |  |              | 5,197,505                 |   |              | 3,285,658         |  
|                                           | Accrued liabilities                       |  |              | 6,639,918                 |   |              | 5,634,797         |  
|                                           | Current maturities of long-term debt      |  |              | 10,029,660                |   |              | 10,018,448        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           |                                           |  |              |                           |   |              |                   |  
|                                           | Total current liabilities                 |  |              | 24,472,881                |   |              | 25,124,256        |  
|                                           |                                           |  |              |                           |   |              |                   |  
|LONG-TERM DEBT  net of current maturities |                                           |  | 197,575,650  |                           |   | 197,410,354  |                  
|FUND DEFICIT                               |                                           |  | (50,010,422  | )                         |   | (52,354,774  | )                
|                                           |                                           |  |              |                           |   |              |                  
|TOTAL                                      |                                           |  | $172,038,109 |                           |   | $170,179,836 |                  
|                                           |                                           |  |              |                           |   |              |                  

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

1

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)

STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN FUND DEFICIT(Unaudited)

|                                        |                                     |  | Three-Month
Period Ended
June 30, |             | Six-Month
Period Ended
June 30, |            
|--------------------------------------- | ----------------------------------- |  | --------------------------------- | ----------- | ------------------------------- | -----------
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   | 2004        |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|REVENUES:                               |                                     |  |                                   |             |                                 |            
|                                        | Casino                              |  |                                   | $24,548,140 |                                 |            
|                                        | Food, beverage & retail             |  |                                   | 1,177,265   |                                 |            
|                                        | Other                               |  |                                   | 148,326     |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        | Gross revenues                      |  |                                   | 25,873,731  |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        | Promotional allowance               |  |                                   | (507,054    | )                               |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        | Net revenues                        |  |                                   | 25,366,677  |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|OPERATING EXPENSES:                     |                                     |  |                                   |             |                                 |            
|                                        | Casino                              |  |                                   | 4,719,024   |                                 |            
|                                        | Food, beverage & retail             |  |                                   | 1,106,243   |                                 |            
|                                        | Selling, general and administrative |  |                                   | 8,680,249   |                                 |            
|                                        | Depreciation                        |  |                                   | 1,545,642   |                                 |            
|                                        | Credit enhancement fee              |  |                                   | 1,354,717   |                                 |            
|                                        | Gaming commission expense           |  |                                   | 460,326     |                                 |            
|                                        | Compact revenue sharing trust fund  |  |                                   | 333,750     |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        | Total Operating expenses            |  |                                   | 18,199,951  |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|INCOME FROM OPERATIONS                  |                                     |  | 7,166,726                         |             |                                 | 5,191,977  
|                                        |                                     |  |                                   |             |                                 |            
|OTHER EXPENSE-Net                       |                                     |  |                                   |             |                                 |            
|                                        | Interest expense                    |  |                                   | (5,465,860  | )                               |            
|                                        | Interest income                     |  |                                   | 125,520     |                                 |            
|                                        | Gain (Loss) on sale of assets       |  |                                   | (54,517     | )                               |            
|                                        | Other expense                       |  |                                   | (65         | )                               |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        | Other expense-net                   |  |                                   | (5,394,922  | )                               |            
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|INCOME BEFORE DISTRIBUTIONS TO TRIBE    |                                     |  | 1,771,804                         |             |                                 | 3,491,892  
|DISTRIBUTIONS TO TRIBE                  |                                     |  | (1,500,000                        | )           |                                 | (334,613   
|NET INCOME AFTER DISTRIBUTIONS TO TRIBE |                                     |  | 271,804                           |             |                                 | 3,157,279  
|FUND DEFICIT-Beginning of period        |                                     |  | (50,282,226                       | )           |                                 | (6,244,628 
|                                        |                                     |  |                                   |             |                                 |            
|                                        |                                     |  |                                   |             |                                 |            
|FUND DEFICIT-End of period              |                                     |  | $(50,010,422                      | )           |                                 | $(3,087,349
|                                        |                                     |  |                                   |             |                                 |            

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

2

---



Back to Contents


RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo Indians)

STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                                           |                                                                                                                 |  | Six-Month
      Period Ended June 30, |            
|---------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -----------
|                                                                                                           |                                                                                                                 |  |                                       |            
|                                                                                                           |                                                                                                                 |  | 2004                                  |            
|                                                                                                           |                                                                                                                 |  |                                       |            
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |                                                                                                                 |  |                                       |            
|                                                                                                           | Cash received from gaming winnings and concessions                                                              |  |                                       | $50,802,821
|                                                                                                           | Cash paid for salaries and benefits                                                                             |  |                                       | (12,160,580
|                                                                                                           | Cash paid to suppliers                                                                                          |  |                                       | (20,844,666
|                                                                                                           | Cash paid for compact revenue sharing trust fund                                                                |  |                                       | (667,500   
|                                                                                                           |                                                                                                                 |  |                                       |            
|                                                                                                           | Net
    cash provided by operating activities                                                                   |  |                                       | 17,130,075 
|                                                                                                           |                                                                                                                 |  |                                       |            
|CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:                                                  |                                                                                                                 |  |                                       |            
|                                                                                                           | Proceeds from long-term financing                                                                               |  |                                       | 20,566     
|                                                                                                           | Payments of long-term debt                                                                                      |  |                                       | (12,683    
|                                                                                                           | Purchases of property and equipment                                                                             |  |                                       | (28,066,601
|                                                                                                           | Change in restricted cash                                                                                       |  |                                       | 28,792,618 
|                                                                                                           | Interest paid                                                                                                   |  |                                       | (9,951,232 
|                                                                                                           | Credit enhancement fee                                                                                          |  |                                       | (2,310,805 
|                                                                                                           | Proceeds on sale of assets                                                                                      |  |                                       | 113,580    
|                                                                                                           | Other                                                                                                           |  |                                       |           
|                                                                                                           |                                                                                                                 |  |                                       |            
|                                                                                                           | Net
    cash (used in) capital and related financing activities                                                 |  |                                       | (11,414,557
|                                                                                                           |                                                                                                                 |  |                                       |            
|CASH FLOW FROM NON-CAPITAL FINANCING
      ACTIVITIES-                                                     |                                                                                                                 |  |                                       |            
|                                                                                                           | Distributions to Tribe                                                                                          |  |                                       | (3,025,000 
|                                                                                                           |                                                                                                                 |  |                                       |            
|CHANGE IN CASH AND CASH EQUIVALENTS                                                                        |                                                                                                                 |  | 2,690,518                             |            
|                                                                                                           |                                                                                                                 |  |                                       |            
|CASH AND CASH EQUIVALENTS, Beginning of the period                                                         |                                                                                                                 |  | 16,897,644                            |            
|                                                                                                           |                                                                                                                 |  |                                       |            
|CASH AND CASH EQUIVALENTS, End of the period                                                               |                                                                                                                 |  | $19,588,162                           |            
|                                                                                                           |                                                                                                                 |  |                                       |            
|RECONCILIATION OF
      INCOME BEFORE DISTRIBUTIONS TO TRIBE TO NET CASH PROVIDED BY OPERATING ACTIVITIES: |                                                                                                                 |  |                                       |            
|                                                                                                           | Income before Distributions to Tribe                                                                            |  |                                       | $5,369,352 
|                                                                                                           |                                                                                                                 |  |                                       |            
|                                                                                                           | Adjustments to reconcile income
    before distributions to Tribe to net cash provided by operating activities: |  |                                       |            
|                                                                                                           | Depreciation                                                                                                    |  |                                       | 3,069,679  
|                                                                                                           | Interest
    Expense, net                                                                                       |  |                                       | 9,581,162  
|                                                                                                           | Credit
    enhancement fee                                                                                      |  |                                       | 2,744,954  
|                                                                                                           | Loss
    on sales of assets                                                                                     |  |                                       | 54,517     
|                                                                                                           | Changes in operating assets and liabilities:                                                                    |  |                                       |            
|                                                                                                           | Accounts
    receivable                                                                                         |  |                                       | (96,967    
|                                                                                                           | Inventories                                                                                                     |  |                                       | (227,147   
|                                                                                                           | Prepaid
    expenses and other current assets                                                                   |  |                                       | (60,984    
|                                                                                                           | Accounts
    payable-trade                                                                                      |  |                                       | (3,579,555 
|                                                                                                           | Accrued
    liabilities                                                                                         |  |                                       | 275,064    
|                                                                                                           |                                                                                                                 |  |                                       |            
|                                                                                                           | Total
    adjustments                                                                                           |  |                                       | 11,760,723 
|                                                                                                           |                                                                                                                 |  |                                       |            
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                                  |                                                                                                                 |  | $17,130,075                           |            
|                                                                                                           |                                                                                                                 |  |                                       |            
|SUPPLEMENTARY SCHEDULE OF NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES:                                |                                                                                                                 |  |                                       |            
|                                                                                                           | Acquisition of property and equipment
    through third party financing                                         |  |                                       | $20,566    
|                                                                                                           | Acquisition of property and equipment
    through accounts payable construction                                 |  |                                       | 1,911,847  
|                                                                                                           | Capitalized interest included in
    purchases of property and equipment                                        |  |                                       | 1,350,908  

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

3

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
the Dry Creek Rancheria Band of Pomo Indians)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

|1. | DESCRIPTION OF BUSINESS
|-- | -----------------------
|   |                        

River
    Rock Entertainment Authority (the Authority)
  is a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians
  (the Tribe), a federally recognized Indian tribe. River Rock
  Casino (the Casino) is a governmental development project of
  the Authority. The Casino offers Class III gaming (as defined by the Indian
  Gaming Regulatory Act) on tribal land located in Geyserville, California. The
  legal authority for slot machines and table games is provided by the Tribes
  gaming compact with the State of California (the Compact), which
  was entered into in September 1999 and became effective upon approval by the
  Secretary of Interior on May 5, 2000. The Tribe opened a portion of
        the Casino, while construction was being completed, on September 14,
        2002. Following completion of construction the Casino was fully opened
        to the public on April 1, 2003. The Authority was formed as an
        unincorporated instrumentality of the Tribe on November 5, 2003, which
        effected a reorganization whereby the Tribes gaming business is
        now owned and operated by the Authority. This reorganization was accounted
        for as a reorganization of entities under common control. Accordingly,
        after the reorganization, the assets and liabilities of the casino operating
        property were presented by the Authority on a historical-cost basis. The Authority operates as a separate,
        wholly owned operating unit of the Tribe and is not a separate legal
        entity. These financial statements reflect the financial position and
        activity of only the Authority and do not purport to represent the financial
        position and activity of the Tribe. The Authority is in the initial
        stages of operations. Income before distributions to Tribe was $1,771,804
        for the three months ended June 30, 2004 and $5,369,352 for the six-months
        ended June 30, 2004. A fund deficit of $50,010,422 exists as of June
        30, 2004. The Authoritys current assets exceeded its current liabilities
        by $11,501,502. On November 7, 2003, the Authority issued $200,000,000
        in 93⁄4% Senior Notes, due 2011 (the Notes), and used a portion
        of the proceeds to reduce current payables, accruals and debt. The Authoritys
        ability to fund future debt service payments is dependent upon the success
        of the Authority. Management believes that the full-scale casino will
        attract sufficient patronage levels to achieve profitability and to repay
        its indebtedness. The Authority currently generates significant cash
        flow from operations and expects that its cash flow will increase substantially
        upon completion of construction of the enhanced parking structures. The
        Authority anticipates that its operations will require only modest capital
        investment after the completion of its expansion project. In addition,
        the Authority has not been subject to any local, state or federal income
taxes.


|2. | SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ----------------------------------------------
|   |                                               

Accounting StandardsThe
    Authority prepares its financial statements in accordance with accounting
    principles generally accepted in the United States of America (generally
    accepted accounting principles). The financial statements presented
    are prepared on the accrual basis of accounting from the accounts and financial
    transactions of the Authority. Generally accepted accounting principles require
    the Authority to apply all applicable pronouncements of the Governmental
    Accounting Standards Board (GASB). The Authority is also required
    to follow Financial Accounting Standards Board (FASB) Statements
    and Interpretations, Accounting Principles Board Opinions and Accounting
    Research Bulletins issued on or before November 30, 1989, unless those pronouncements
    conflict with or contradict GASB pronouncements. The Authority is given the
    option whether to apply all FASB Statements and Interpretations issued after
    November 30, 1989, except for those that conflict with or contradict GASB
    pronouncements. Accordingly, the Authority has elected to implement non conflicting
    FASB Statements and Interpretations issued after November 30, 1989.


4

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

There are differences between financial
    statements prepared in accordance with GASB pronouncements and those prepared
    in accordance
  with FASB pronouncements. The statements of revenues, expenses and changes
  in fund deficit is a combined statement under GASB pronouncements, FASB pronouncements
  allow a statement of income or operations and a separate statement of owners or
  shareholders equity deficit, which is where distributions to owners
  would be presented under FASB pronouncements. The amount shown as income (loss)
  before distributions to Tribe would not be different if the Authority followed
  all FASB pronouncements to determine net income and would be the most comparable
  amount to net income computed under FASB pronouncements. The Authority is a
  separate fund of the Tribe, a governmental entity, and as such there is no
  owners or shareholders equity deficit as traditionally represented
  under FASB pronouncements. The most comparable measure of owners equity
  deficit is presented on the Authoritys balance sheet as fund deficit. New Accounting PronouncementsIn
      June 1997, GASB issued Statement No. 34, Basic Financial Statementsand
      Managements Discussion and Analysisfor State and Local
      Governments, which becomes effective for the Authority for the year
      ending December 31, 2004. The statement modifies the reporting requirements
      for basic financial statements and the required supplementary information
      for general-purpose governments. In June 2001, GASB also issued Statement
      No. 37, Basic Financial Statementsand Managements
      Discussion and Analysisfor State and Local Governments: Omnibus,and
      Statement No. 38, Certain Financial Statement Disclosures. These
      also become effective for the fiscal year ending December 31, 2004.
      Management believes that the impact of adoption of these statements on
      the financial statements of the Authority will not be material. In March 2003, GASB issued Statement
      No. 40, Deposit and Investment Risk Disclosuresan amendment
      of GASB Statement No. 3, which becomes effective for the Authority
      for the year ending December 31, 2005. This statement requires state
      and local governments to communicate key information about deposit and
      investment risks. The impact of adoption of this statement on the financial
      statements of the Authority has not yet been determined. In May 2003, the GASB issued Statement
      of Governmental Accounting Standards No. 41, Budgetary Comparison SchedulesPerspective
      Differencesan amendment of GASB Statement No. 34. The provisions
      of this Statement should be implemented simultaneously with Statement No.
      34. For governments that have implemented Statement No. 34 prior to the
      issuance of this statement, the requirements of this statement are effective
      for financial statements for periods beginning after June 15, 2002. Earlier
      application is encouraged. This statement becomes effective for the Authority
      for the year ending December 31, 2004. The amendment to Statement No. 34
      clarifies the budgetary presentation requirements for governments with
      significant budgetary perspective differences that result in their not
      being able to present budgetary comparison information for their general
      fund and major special revenue funds. These governments are required to
      present budgetary comparison schedules as required supplementary information
      (RSI) based on the fund, organization or program structure
      that the government uses for its legally adopted budget. Management believes
      that the impact of adoption of these statements on the financial statements
      of the Authority will not be material. In November 2003, the GASB issued
      Statement No. 42, Accounting and Financial Reporting for Impairment
      of Capital Assets and for Insurance Recoveries, effective for periods
      beginning after December 15, 2004. Earlier application is encouraged. This
      statement establishes accounting and financial reporting standards for
      impairment of capital assets. This statement also clarifies and establishes
      accounting requirements for insurance recoveries. The impact of adoption
      of this statement on the financial statements of the Authority has not
      yet been determined.


5

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

Use
      of Estimates The preparation of financial
  statements in conformity with accounting principles generally accepted in the
  United States requires management to make estimates and assumptions that affect
  the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates. Cash and Cash EquivalentsThe
        Authority considers all highly liquid investments with a maturity of
        three months or less at date of purchase as cash equivalents. The carrying
        amount of cash and cash equivalents approximates its fair value. Cash
        and cash equivalents include cash on hand and cash on deposit with banks.
        The Federal Deposit Insurance Corporation (FDIC) has insured
        $100,000 of the cash on deposit with the bank. The Authority believes
        that there is little risk of loss regarding the uninsured amounts of
        cash and cash equivalents on deposit with the bank. InventoriesInventories,
        consisting principally of gaming supplies and concession items, are stated
        at the lower of cost (first-in, first-out) or market. Restricted CashRestricted
        cash consists of estimated construction expenses for three parking structures,
        related infrastructure improvements and construction contingencies. It
        also includes funds that are reserved for additional construction contingencies
        and the funds necessary to develop an approximately 18-acre parcel of
        land adjacent to the Tribes reservation, which is expected to be used
        primarily to build an additional access road to the Tribes reservation.
        These funds are held in escrow accounts which are restricted for authorized
        construction disbursements. These escrow accounts are invested in CD
        markets, which generate interest on a monthly basis. The FDIC has insured
        $100,000 of this balance. The Authority believes that there is little
        risk of loss regarding the uninsured amounts of restricted cash held
        in the escrow account. Restricted cash was $41,273,862 and $70,066,480
        at June 30, 2004 and December 31, 2003, respectively. Property and EquipmentProperty
        and equipment are stated at cost. Depreciation and amortization are computed
        using the straight-line method over the estimated useful lives of the
assets as follows:


| | Building and Improvements         | 10-39
      years
| | --------------------------------- | -----------------
| |                                   |                  
| | Furniture, fixtures and equipment | 5-7 years        
| |                                   |                  

The Authority
    evaluates its property and equipment for impairment in accordance with the
    FASBs Statement of Financial Accounting
  Standards (SFAS) No. 144, Accounting for the Impairment
  or Disposal of Long-Lived Assets. When events or circumstances indicate
  that an asset should be reviewed for impairment, the Authority compares the
  undiscounted cash flows derived from the asset or asset group to the net carrying
  value. If impairment is indicated, the impairment loss is measured by the amount
  in which the carrying value of the asset or asset group exceeds its fair value.
  Fair value is measured by comparable sales, solicited offers or discounted
  cash flow models. Capitalized InterestThe
        interest cost associated with major development and construction projects
        is capitalized and included in the cost of the Authority. Capitalization
        of interest ceases when the project is substantially complete or development
        activity is suspended. Capitalized interest for the six-months ended
        June 30, 2004 and 2003 was $1,350,908 and $714,235, respectively.




6

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

Deposits
    and Other Assets  As of June 30, 2004
  and December 31, 2003, deposits and other assets include $7,494,768 and $7,728,532
  in unamortized loan costs related to the issuance of the Notes. Deferred loan
  costs are amortized to interest expense over the term of the related financial
  arrangement. Accrued LiabilitiesAccrued
        liabilities consist of accrued interest, accrued payroll, accrued credit
        enhancement fee and other accrued liabilities. Accrued Progressive Slot
            JackpotsAccrued progressive slot jackpots consist of
            estimates for prizes relating to various games that have accumulated
            jackpots. The Authority has recorded the cost of these anticipated
            payouts as a reduction of casino revenues, and the cost is included
            as a component of accrued liabilities. Accrued Slot Players ClubIn
        accordance with Emerging Issues Task Force Issue No. 00-22, Accounting
        for Points and Certain Other Time-Based or Volume-Based
        Sales Incentive Offers and Offers for Free Products or Services to be
        Delivered in the Future, the Authority has recorded a liability related
        to prizes and cash incentives earned by the members of the players club
        and have adjusted the liability for the estimated future breakage. The
        Authority has recorded the cost of the estimated redemption of the liability
        related to prizes as an operating expense and the estimated redemption
        of the liability related to cash as promotional allowance in the accompanying
        statements of revenues, expenses and changes in fund deficit. Casino RevenuesIn
        accordance with industry practice, the Authority recognizes as casino
        revenue the net win from gaming activities, which is the difference between
        gaming wins and losses. Casino revenues are net of accruals for anticipated
        payouts of progressive slot jackpots. Food, Beverage and RetailThe
        Authority recognizes as food, beverage and retail revenues the proceeds
        from its food, beverage and gift shop sales. Food and beverages were
        distributed freely within the Authority during 2002 and the first half
        of 2003. The Authority continues to distribute beverages freely in the
        gaming area. Other RevenuesOther
        revenues are comprised of commissions on ATM, check cashing, vending
        machine transactions and Gaming Commissions revenues. Promotional AllowancesThe
        retail value of food and beverages provided to customers without charge
        is included in gross revenues and then deducted as promotional allowances.
        The redemption of cash incentives earned by the players club members
        is also recorded as promotional allowances. The estimated costs of providing
        complimentary services are recorded as casino expenses. The costs of
        such services for the three months ended June 30, 2004 and 2003 were
        $836,938 and $501,938, respectively. The cost of such services for the
        six months ended June 30, 2004 and 2003 were $1,424,438 and $501,938,
        respectively. Food and Beverage CostsFood
        and beverage costs include costs associated with food and beverage, excluding
        amount classified as casino expenses. Advertising CostsAdvertising
        costs are expensed the first time advertising takes place. Advertising
        costs included in selling, general and administrative expenses were $830,317
        and $554,156 for the three months ended June 30, 2004 and 2003, respectively.
        Advertising costs were $1,693,056 and $870,295 for the six months ended
June 30, 2004 and 2003, respectively.


7

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

Income
    Taxes As a governmental instrumentality
  of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian
  tribe, the Authority is a nontaxable entity for purposes of federal and state
  income taxes. Distributions to TribeDistributions
        to Tribe are made up of a stated draw amount and are included in the
        statement of revenues, expenses and changes in fund deficit as distributions
        to Tribe. The Tribal draw was $500,000 per month for the first half of
        2004. The Authority also distributed $25,000 to the Tribe for a deposit
        in an effort to purchase a parcel of land for the use of the Authority.
        The total distributions to the Tribe were $3,025,000 and $1,500,000 for
        the six and three months ended June 30, 2004, respectively. The total
        distributions to the Tribe were $1,111,212 and $334,613 for the six and
three months ended June 30, 2003, respectively.


|3. | CERTAIN RISKS AND UNCERTAINTIES
|-- | -------------------------------
|   |                                

The Authoritys
    operations are dependent on the continued licensing and qualification of
    the Authority by the Tribal Gaming Commission. Such licensing and qualification
    are reviewed periodically by the Tribal Gaming Commission and regulatory
    agencies of the State of California. The Authority believes that no events
    or circumstances have arisen that would have an adverse effect on the Casinos
    ability to continue its licensing and qualification by the Tribal Gaming
    Commission or regulatory agencies of the State of California to operate the
    Authority.


|   |                
|-- | ---------------
|4. | RELATED PARTIES
|   |                

The Authority has been constructed on federal land
  beneficially owned by the Tribe. The Authority does not pay the Tribe for the
  use of the land. The Authority paid for various
        expenses for the Tribal Gaming Commission (gaming commission expense),
        surveillance, plant operations, human resource, purchasing and warehousing
        in the first half of 2004. These expenses include but are not limited
        to payroll and related expenses, legal and other operational expenses.
        These expenses were $1,290,202 and $2,388,478 for the three and six months
        ended June 30, 2004, respectively. The Authority paid for various expenses
        for the Tribal Gaming Commission in 2003. These expenses were $368,990
        and $660,302 for the three and six months ended June 30, 2003, respectively.
        With the exception of the gaming commission expense, these expenses were
        recorded as part of selling, general and administrative expenses.


|5. | DEVELOPMENT AND LOAN AGREEMENT
|-- | ------------------------------
|   |                               

The Tribe entered into
    a Development and Loan Agreement with Dry Creek Casino, LLC (DCC) on
    August 26, 2001, which has been amended from time to time (as amended,
    the Development Agreement). The Development Agreement required
    DCC to: (1) use its best efforts to arrange for the Tribe to receive
    loan proceeds in the amount of $23,000,000 for construction of the Casino;
    (2) advance specified amounts to the Tribe to fund tribal government
    relocation, housing and costs; and (3) fund additional advances to the
    Tribe to assist in the development of the Casino and to cover other costs
    of construction not related to the loan. On November 7, 2003, the Authority
    refinanced $22,600,000 of the $32,600,000 principal amount of the development
    loan. As of June 30, 2004, the outstanding debt related to the Development
    Agreement was $10,000,000, which was included in the restricted cash to cover
    construction cost overruns. In the case when management decides to cover
    the construction cost overruns by operation cash flow, this loan will be
    repaid to DCC.


8

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

In
    addition to its obligations to repay the loan and advances specified in the
    Development
    Agreement in consideration of DCCs
  providing credit enhancement and other services under the Development Agreement,
  the Tribe is obligated to pay DCC a Credit Enhancement Fee. The credit enhancement
  fee is defined as 20% of the Authoritys net income before distributions
  to the Tribe plus depreciation. On November 7, 2003, the Authority and DCC
  entered into the Sixth Amendment to the Development and Loan Agreement, which
  modified the credit enhancement fee calculation so that operating expenses
  shall not include interest expense on $25,000,000 million principal amount
  of the Notes. The credit enhancement fee is required to be paid monthly for
  a
  period
  of five
  years commencing on June 1, 2003. The credit enhancement fee for the three
  months and six months ended June 30, 2004 was $1,354,717 and $2,744,954, respectively.
  The credit enhancement fee for the three and six months ended June 30, 2003
  was $300,458. The Authority has the right to
      terminate the Development Agreement by exercising a buy-out option on or
      after June 1, 2006 (the Buy-Out Option). If exercised,
      the Authority is obligated to pay all amounts outstanding with respect
      to financing, including outstanding development advances and accrued interest
      plus an amount determined by multiplying the average monthly credit enhancement
      fee earned during the 12-month period immediately preceding the month the
      Buy-Out Option is exercised, by the number of months remaining in the five-year
      term (the Remaining Term). The buy-out fee is required to
      be paid in equal monthly installments of principal plus interest at the
      rate of 12% per annum, on the 15th day of each month over a period equal
to the Remaining Term.


|6. | CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|-- | ---------------------------------------------
|   |                                              

| | Cash and cash equivalents and restricted cash consisted of the following as of June 30, 2004:
| | ---------------------------------------------------------------------------------------------

| |                                                     |  |               |            |                   |   |            | 
| | --------------------------------------------------- |  | ------------- | ---------- | ----------------- | - | ---------- | 
| |                                                     |  | June 30, 2004 |            | December 31, 2003 |  
| |                                                     |  |               |            |                   |   |            | 
| | Operating accounts                                  |  | $             | 17,455,768 |                   | $ | 14,639,349 | 
| | Cash on hand                                        |  |               | 2,132,394  |                   |   | 2,258,295  | 
| |                                                     |  |               |            |                   |   |            | 
| |                                                     |  |               |            |                   |   |            | 
| | Cash and cash equivalents                           |  |               | 19,588,162 |                   |   | 16,897,644 | 
| | Restricted cash                                     |  |               | 41,273,862 |                   |   | 70,066,480 | 
| |                                                     |  |               |            |                   |   |            | 
| |                                                     |  |               |            |                   |   |            | 
| | Total cash and cash equivalents and restricted cash |  | $             | 60,862,024 |                   | $ | 86,964,124 | 
| |                                                     |  |               |            |                   |   |            | 
| |                                                     |  |               |            |                   |   |            | 

The Authoritys
    cash in banks and cash equivalents (the investments) are categorized
    by level of credit risk assumed by the Authority at year-end. Category 1
    includes investments that are insured or registered or for which the investments
    are held by the Authority or its agent in the Authoritys name. Category 2
    includes uninsured and unregistered investments for which the investments
    are held by the counterpartys trust department or agent in the Authoritys
    name. Category 3 includes uninsured and unregistered investments for
    which the investments are held by the counterpartys agent but not
    in the Authoritys name. At June 30, 2004, there is $200,000 in Category 1
    investments and $17,355,768 cash in bank and $41,173,862 restricted cash
    in bank over the FDIC insurance limits, which are Category 3 investments.


9

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

|7. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Property and equipment at June 30, 2004 and January 1, 2004 consisted of the following:

| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| | --------------------------------- |  | - | ------------------------- | - | - | ---------- | - | - | ------------ | - | - | ------------------------- | -
| |                                   |  |   | Balance
January 1,
  2004 |   |   | Additions  |   |   | Dispositions |   |   | Balance, 
June 30,
  2004 |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| | Buildings and improvements        |  | $ | 40,345,177                |   | $ | 452,029    |   | $ |             |   | $ | 40,797,206                |  
| | Furniture, fixtures and equipment |  |   | 20,512,559                |   |   | 1,232,312  |   |   | (210,214     | ) |   | 21,534,657                |  
| | Less accumulated depreciation     |  |   | (4,610,859                | ) |   | (3,069,679 | ) |   | 42,117       |   |   | (7,638,421                | )
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| |                                   |  |   | 56,246,877                |   |   | (1,385,338 | ) |   | (168,097     | ) |   | 54,693,442                |  
| | Construction in progress          |  |   | 17,965,694                |   |   | 29,645,015 |   |   |             |   |   | 47,610,709                |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| | Property and equipmentnet        |  | $ | 74,212,571                |   | $ | 28,259,677 |   | $ | (168,097     | ) | $ | 102,304,151               |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  
| |                                   |  |   |                           |   |   |            |   |   |              |   |   |                           |  

Construction in progress
    consists of payments to various construction vendors related to the Authoritys
    improvements, stabilization of the hillside bordering the parking garage
    and parking garage construction. Substantially all of the Authoritys personal
    property is pledged as collateral to secure its debt.


|   |                    
|-- | -------------------
|8. | ACCRUED LIABILITIES

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Accrued liabilities consist of the following as of June 30, 2004 and December 31, 2003:

| |                                              |  |               |           |                   |   |           | 
| | -------------------------------------------- |  | ------------- | --------- | ----------------- | - | --------- | 
| |                                              |  | June 30, 2004 |           | December 31, 2003 |  
| |                                              |  |               |           |                   |   |           | 
| | Accrued in-house progressive slot jackpots   |  | $             | 1,070,676 |                   | $ | 1,057,882 | 
| | Accrued payroll and related benefits         |  |               | 1,400,680 |                   |   | 1,114,425 | 
| | Accrued interest                             |  |               | 3,325,000 |                   |   | 2,884,932 | 
| | Compact revenue sharing trust fund (Note 12) |  |               | 333,750   |                   |   | 333,750   | 
| | Accrued credit enhancement fees              |  |               | 393,392   |                   |   |          | 
| | Accrued other expenses                       |  |               | 116,420   |                   |   | 243,808   | 
| |                                              |  |               |           |                   |   |           | 
| |                                              |  |               |           |                   |   |           | 
| | Total
    accrued liabilities                |  | $             | 6,639,918 |                   | $ | 5,634,797 | 
| |                                              |  |               |           |                   |   |           | 



10

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

|   |               
|-- | --------------
|9. | LONG-TERM DEBT

| |                                                                                     
| | ------------------------------------------------------------------------------------
| | Long-term debt consisted of the following as of June 30, 2004 and December 31, 2003:

| |                                                     |  | June 30, 2004 |             | December 31, 2003 |  
| | --------------------------------------------------- |  | ------------- | ----------- | ----------------- | -
| |                                                     |  |               |             |                   |  
| | Notes, net of original issue discount of $2,473,164 |  | $             | 197,526,836 |                   | $
| | DCC Subordinated Note                               |  |               | 10,000,000  |                   |  
| | Vehicle Note                                        |  |               | 78,474      |                   |  
| |                                                     |  |               |             |                   |  
| |                                                     |  |               |             |                   |  
| | Total long-term debt                                |  |               | 207,605,310 |                   |  
| | Less current portion                                |  |               | 10,029,660  |                   |  
| |                                                     |  |               |             |                   |  
| |                                                     |  |               |             |                   |  
| | Total long-term debtnet of current maturities      |  | $             | 197,575,650 |                   | $
| |                                                     |  |               |             |                   |  
| |                                                     |  |               |             |                   |  

On November
    7, 2003, the Authority issued the Notes. The proceeds were utilized to fund
    an expansion project, which includes three
  parking structures and related infrastructure improvement, repayment of various
  debt, and advances and fund payment of various accruals and payables, as well
  as to increase cash on hand. The proceeds were also utilized to fund a land
  purchase and settle litigation. The Notes are secured by a first priority pledge
  of the Authoritys revenue and substantially all of the existing and
  future tangible and intangible personal property. Before November 1, 2007,
  the Authority may redeem the Notes, in whole or in part, at a redemption price
  equal to 100% of their principal amount plus a make-whole premium and accrued
  and unpaid interest. On or after November 1, 2007, the Authority may redeem
  the Notes, in whole or in part, at the redemption prices (expressed as percentages
  of principal amount) plus accrued and unpaid interest. On August 26, 2001, the
        Tribe obtained financing from DCC in the form of development advances.
        The development advances bear an interest rate of 12% per annum, which,
        in accordance with the Development Agreement, were converted to principal
        through March 31, 2003. The development advances, including accrued
        interest, are to be repaid as described in Note 5. On April 29, 2002, the Tribe
        borrowed $15,000,000 from DCC. The loan is evidenced by a promissory
        note bearing an interest rate of 12% per annum. In accordance with the
        Development Agreement, accrued interest on the promissory note was converted
        to principal through March 31, 2003. Payments on the promissory
        note commenced on June 1, 2003. The promissory note matures on May 1,
        2007. On February 19, 2003, the Development Agreement dated April 29,
        2002, the promissory note and the authority funding and loan agreement
        were amended to provide an additional advance of $8,000,000, bearing
        an interest rate of 12% per annum, with principal payments commencing
        on June 1, 2003. On November 7, 2003, the Authority refinanced $22,600,000
        of the $32,600,000 principal amount of the DCC Development Loan from
        the Notes proceeds. As of December 31, 2003, the outstanding debt related
        to the Development Agreement was $10,000,000, which is in the form of
        a subordinate note and bears an interest rate of 9% per annum payable
        by the 15th of every month. The Tribe paid $250,000 to DCC to compensate
        for the interest difference. On November 7, 2003, the Tribe and DCC entered
        into an Intercreditor Agreement. The agreement states that if no default
        or event of default has occurred and is then continuing or if the Authority
        shall neither have requested nor received funds for construction cost
        overruns from the construction escrow account on or before the 45th day
        following substantial completion of the first parking structure comprising
        a portion of the project, the Authority shall, pursuant to an Officers
        Certificate, repay DCC $5,000,000. Under the same condition, the Authority
        shall repay the rest of the debt on the 75th day following substantial
        completion of the project.




11

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

Fair ValueThe
    Authoritys long-term debt is recorded at an amortized historical cost basis.
    The fair value of long-term debt approximates $221,280,000 at June 30, 2004.


|    |       
|--- | ------
|10. | LEASES
|    |       

The Authority
    leases a sprung structure, which is accounted for as an operating lease.
    Such lease expense was $255,738 for the
  six months ended June 30, 2004. The scheduled minimum lease payments are expected
  to be $511,476 for the year ended December 31, 2004. The Authority renewed
  the lease agreement through July 17, 2005. The Authority leases equipment,
        including an accounting system, surveillance equipment, telephone system,
        and soft and hard count equipment, which are used in the current Authority
        facility. The lease was accounted for as an operating lease. The lease
        was scheduled to terminate in October 2004. The Authority purchased the
        equipment in June 30, 2004 in the amount of $372,314. On October 1, 2003, the
        Tribe entered into an operating lease agreement for office and warehouse
        space to replace existing facilities on which the lease expired during
        September 2003. The Authority will utilize a portion of the space. Monthly
        lease fees for the new facility are $42,639. The initial term of the
        lease is for a period of five years, commencing October 1, 2003. On October 1, 2003, the
        Authority entered into an operating lease agreement for offsite housing
        to house various architects and engineers working on the expansion program.
        Monthly lease fees for the new facility are $5,000. The initial term
        of the lease is for a period of one year, commencing October 1,
        2003. Lease expense for the three months
        and six months ended June 30, 2004 was $383,797 and $759,982 and is included
        in selling, general and administrative expenses in the accompanying statement
        of revenues, expenses and changes in fund deficit. Expected remaining
        payments under operating leases are $535,408, $871,952, $546,897, $563,303,
        $431,913 for the years ending December 31, 2004, 2005, 2006, 2007 and
        2008, respectively.


|11. | LEGAL MATTERS
|--- | -------------
|    |              

Terrance
      C. Proschold In Terrance C. Proschold
    et al. v. United States of America,the successor in interest of a grantor
    to the United States for the Tribes benefit of a roadway easement
    and right of way connecting the Tribes land and Highway 29 and leading
    to the Authority, sued the United States to enjoin use of the road for Authority
    purposes. The plaintiffs claim the roadway was not intended to be used for
    commercial purposes and seek to have that limitation declared by the court.
    The case was filed in the United States District Court for the Northern District
    of California. The Tribe intervened in the matter and brought a motion to
    dismiss the case, as did the United States Government, whose motions were
    granted. On February 20, 2004, the United States Circuit Court of Appeals
    for the Ninth Circuit affirmed the district courts dismissal. Plaintiffs time
    for petitioning ran out on May 20, 2004 and no petition was filed or served.
    The Tribe faces no more exposure on this matter. Artichoke Joes California
          Grand AuthorityA federal lawsuit, Artichoke
          Joes California Grand Authority, et al. v. Norton, et al., filed
          on February 7, 2001, challenged the validity of the amendment
          to the California Constitution that permits slot machine and banking
          card gaming to Indian tribes that have entered into compacts with the
          State of California and of all compacts, including the Tribes,
          that have been entered into based on that amendment. The action was
          brought by a number of private card rooms and two charities. The primary
          issues raised by the action are whether the compacts and the constitutional
          provision that authorizes them are consistent with IGRA and the Equal
          Protection and Due Process clauses of the United States Constitution.
          On July 7, 2002, the federal district court rejected the plaintiffs claim
          and upheld the validity of Californias compacts and the related
          constitutional amendment. The decision has been affirmed by the Ninth
          Circuit Court of Appeals. Plaintiffs petitioned for rehearing and rehearing
          en banc, both of which have been denied. Plaintiffs filed their
          petition for certiorari and the respondents oppositions are anticipated
          to be filed in early August, 2004. If the United States Supreme Court
          were to grant certiorari and reverse, and to do so in a way that rendered
          the Compact and/or state constitutional amendment invalid, and the
          Authority were no longer able to conduct gaming activities, the Authoritys
          ability to meet the Authoritys obligations under the indenture
          and the Authoritys ability to make payments on the Notes would
be materially and adversely affected.




12

---



Back to Contents

RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of
  the Dry Creek Rancheria Band of Pomo Indians)

NOTES
      TO UNAUDITED FINANCIAL STATEMENTS (Continued)

Neither the Tribe nor the Authority is associated
  with the Artichoke Joes California Grand Authority case, therefore
  there have been no legal costs incurred. The Authority is a litigant in
        other matters arising in the normal course of business. In the opinion
        of management, except for the cases listed above, no claims are pending
        that would not be adequately covered by insurance.


|12. | COMPACT REVENUE SHARING TRUST FUND
|--- | ----------------------------------
|    |                                   

The Compact requires
    the Authority to pay a quarterly fee to the revenue sharing trust fund, based
    on the number of licensed gaming devices operated by the Tribe. Revenue sharing
    trust fund fees assessed were $333,750 and $667,500 for the three months
    and six months ended June 30, 2004, respectively.


|    |                              
|--- | -----------------------------
|13. | COMMITMENTS AND CONTINGENCIES
|    |                              

The Authority is an unincorporated
    instrumentality of the Tribe formed pursuant to a recently adopted law of
    the Tribe. While
  the Authority is not a separate corporation or other legal entity distinct
  from the Tribe, this tribal law allows the Authority to own and operate its
  business. This tribal law also provides that the Authoritys obligations
  and other liabilities are not those of the Tribe and that the obligations and
  liabilities of the Tribe are not the Authoritys. This law is untested
  and generally has no direct counterpart in other areas of the law. If this
  law should prove to be ineffective at limiting the Authoritys liability,
  the Authoritys business and assets could become subject to claims asserted
  against the Tribe or its assets. Similarly, the Authoritys would be
  liable for such claims if the Tribe waived its sovereign immunity to an extent
  that allowed enforcement of such claims against the Authoritys business
  or assets. As discussed in Note 5, the
      Development and Loan Agreement between the Tribe and DCC contains a buy-out
      option which can only be enforced after June 1, 2006. The Authority has
      not determined if it will exercise the buy-out option. As of June 30, 2004, the Authority
      has entered into purchase commitments of $32,230,105 principally relating
      to construction of parking garages and infrastructure improvements.


13

---



Back to Contents

ITEM 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion
    and analysis of our financial condition and results of operations should
    be read in conjunction with the accompanying financial statements and related
    notes included in Item 1 of this report.


Overview

General  River Rock Casino has historically
        operated as a separate wholly owned operating property of the Tribe.
        The River Rock Entertainment Authority (we, us or
        the Authority) was formed as an unincorporated instrumentality
        of the Tribe to own and operate the River Rock Casino. Upon the issuance
        of our $200.0 million senior notes due 2011 on November 7, 2003 (the Notes),
        the Tribe reorganized so that its gaming business became owned and operated
        by us. This reorganization was accounted for as a reorganization of entities
        under common control. In accordance with Statement of Financial Accounting
        Standards 141 Business Combinations, the assets and liabilities
        of the casino operating property are presented by us on a historical
        cost basis. We offer Class III slot and video
        poker gaming machines, house banked table games (including blackjack,
        three card poker and Pai Gow poker), comprehensive food and beverage
        offerings, and goods for sale in our gift shop. Our business has increased since
        we commenced operations on September 14, 2002, primarily due to increases
        in the number of gaming positions as we opened additional portions of
        our facility. On April 1, 2003, we opened our food and beverage facilities
        and as of June 18, 2003, we had reached full operations with 1600 slot
        machines. We are proceeding with an application for a liquor license.
The history of our operations is as follows:


| |  | On September 14, 2002, we commenced operations with approximately 66 gaming machines located in a portion of our gaming facility.
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Between September 14, 2002 and March 31, 2003, we periodically installed and removed a number of our gaming machines in preparation for the opening of our entire gaming facility. During such period, the number of gaming machines operated gradually increased to 242.

| |   |                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On April 1, 2003, we opened the remainder of our 62,000 square-foot gaming facility, including our food and beverage facilities, our Players Club, 16 table games and an additional 302 gaming machines.

| |   |                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| |  | Between April 1, 2003 and June 18, 2003, we gradually increased the number of gaming machines from 544 to our current total of 1,600.

We commenced operations
    with one parking lot located directly adjacent to our gaming facility, designed
    to accommodate 225 customer vehicles or up to approximately 325 customer
    vehicles when operated by a valet service during peak demand periods. On
    March 23, 2003, we completed the construction of our second parking lot,
    designed to accommodate 80 customer vehicles or up to approximately 100 customer
    vehicles when operated by a valet service. On April 20, 2003, we completed
    the construction of our third parking lot, designed to accommodate 70 customer
    vehicles or up to approximately 75 customer vehicles when operated by a valet
    service. The three parking lots are designed to accommodate a total of
    approximately 500 customer vehicles when operated by a valet service.


14

---



Back to Contents

On
    November 7, 2003, we issued the Notes. A portion of the proceeds from the
    sale of
    the Notes was used to fund our expansion project,
  which includes three additional parking structures and infrastructure improvement,
    repayment of various debts and accrued expenses of the Tribe, as well as
    to increase
  our cash on hand. The balance of the net proceeds was used to fund a land purchase
  by the Tribe and settle litigation of the Tribe. The Notes are secured by a
  first priority pledge of the casinos revenue and substantially all of
  the casinos existing and future tangible and intangible personal property. At the beginning of 2003, we
        started our infrastructure projects, including the excavation of a hillside
        and the construction of retaining walls. In April 2003, we began the
        design process for the parking structures. The parking structures portion
        of the expansion project will be completed in two phases and our existing
        gaming facility will remain open during construction. The first phase
        includes a parking structure with approximately 445 spaces, which opened
        for valet parking on July 26, 2004. The second phase, which will include
        our second and third parking structures with approximately 445 and approximately
470 spaces, respectively, is expected to be completed in December 2004.


Critical Accounting Policies and Estimates

We have identified the
    following critical accounting policies and estimates 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 our
    promotional slot club, 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
    affect significant judgments and estimates used in the preparation of our
    financial statements:


| |   |                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Casino Revenues In accordance with
industry practice, casino revenue is recognized as the net win from gaming activities,
which is the difference between gaming wins and losses. Casino revenues are net
of accruals for anticipated payouts of progressive slot jackpots.

| |   |                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Capitalized Interest The interest cost associated with major development and construction projects is capitalized and included in the cost of our casino. Capitalization of interest ceases when the project is substantially complete or development activity is suspended.

| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:

| |                                   |            
| | --------------------------------- | -----------
| | Buildings and improvements        | 10-39 years
| |                                   |            
| | Furniture, fixtures and equipment | 5-7 years  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We evaluate our property and equipment for impairment in accordance with the Financial Accounting Standards Boards Statement of Financial Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets. When events or circumstances indicate that an asset should be reviewed for impairment, we compare the undiscounted cash flow derived from the asset or asset group to the net carrying value. If an impairment is indicated, the impairment loss is measured by the amount in which the carrying value of the asset or asset group exceeds its fair value. Fair value is measured by comparable sales, solicited offers or discounted cash flow models.



15

---



Back to Contents

| |  | Accrued Progressive Slot Jackpots Accrued progressive slot jackpots consist of estimates for prizes relating to various games that have accumulated jackpots. We have recorded the cost of these anticipated payouts as a reduction of casino revenues, and the cost is included as a component of accrued liabilities.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                         

| |  | Accrued Slot Players Club In accordance with Emerging Issues Task Force Issue No. 00-22, Accounting for Points and Certain Other Time-Based or Volume-Based Sales Incentive Offers and Offers for Free Products or Services to be Delivered in the Future, we have recorded a liability related to prizes and cash incentives earned by the members of our players club and have adjusted the liability for the estimated future breakage. We have recorded the cost of the estimated redemption of the liability related to prizes as an operating expense and the estimated redemption of the liability related to cash as promotional allowance in the accompanying statements of revenues, expenses and changes in fund deficit.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  | Contingencies We assess our exposures to loss contingencies, including legal matters, and provide for an exposure if it is judged to be probable and estimable. If the actual loss from a contingency differs from managements estimate, operating results could be impacted. As of June 30, 2004, we have determined that no accruals for claims and legal actions are required.  If circumstances surrounding claims and legal actions change, the addition of accruals for such items in future periods may be required, which accruals may be material.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Accounting Standards There are differences between financial statements prepared in accordance with Governmental Accounting Standards Board (GASB) pronouncements and those prepared in accordance with Financial Accounting Standards Board (FASB) pronouncements. The statement of revenues, expenses, and fund deficit is a combined statement under GASB pronouncements. FASB pronouncements allow a statement of income or operations and a statement of owners or shareholders deficit, which is where distributions to owners would be presented under FASB pronouncements. The amount shown on our statement of revenues, expenses and fund deficit as net income before tribal distributions would not be different if we followed
all FASB pronouncements to determine net income and would be the most comparable amount to net income computed under FASB pronouncements. We are an unincorporated instrumentality created by tribal law and accounted for as a separate fund of the Tribe; as such there is no owners or shareholders deficit as traditionally represented under FASB pronouncements. The most comparable measure of owners deficit presented on our balance sheet would be fund deficit.

Results of Operations

Comparison of the three months ended June 30, 2004 and 2003

Net Revenues.
    Our net revenues for the three months ended June 30, 2004 increased by $6.4
    million to $25.4 million from $19.0 million for the three months ended June
    30, 2003. The increase is attributed to the casinos full-scale operation
    in the quarter ended June 30, 2004 as opposed to our operations with less
    than our full 1600 slot machines from April 1, 2003 through June 18, 2003.
    Approximately 96.8% of our net revenues were from our gaming activities in
    the second quarter of 2004. We generated $22.2 million from slot machines
    and $2.3 million from table games for the three months ended June 30, 2004.
    We expect a significant increase in net revenues once all the parking structures
    are open and fully operational. We commenced partial operations on September
    14, 2002 with 66 slot machines and gradually added slot machines through
    June 18, 2003 until we had our full complement of 1600 machines. We generated
    $16.2 million from slot machines and $2.2 million from table games
    for the
    three
    months
    ended June 30, 2003. Our win
    per slot machine per day was $153 in the second quarter of 2004 which increased
    from $144 in the second quarter of 2003. The increase is a result of the
    significant increase in number of patrons from drive ups and expansion of
    our bus program.




16

---



Back to Contents

We started our food, beverage and retail operations
  on April 1, 2003 and we generated $1.2 million and $0.7 million sales for three
  months ended June 30, 2004 and 2003. The retail value of our food and beverage
  provided to customers without charge is included in gross revenues and then
  deducted as promotional allowances. Such allowances were $0.5 million and $0.2
  million for the three months ended June 30, 2004 and 2003. Operating expenses. Operating
        expenses for the three months ended June 30, 2004 were $18.2 million,
        or 71.7% of net revenues, compared to $13.8 million, or 72.7% of net
        revenues, for the three months ended June 30, 2003. The increase in operating
        expenses is attributable to the casinos full-scale operation in
        the quarter ended June 30, 2004 as opposed to our operations with less
        than 1600 slot machines from April 1, 2003 through June 18,
        2003. Casino expense includes costs
        associated with our gaming operations. Casino expense also includes an
        allocation of food, beverage and retail expense related to the costs
        of complimentary activities. Casino expense for the three months ended
        June 30, 2004 increased to $4.7 million, or 19.2% of casino revenues,
        from $3.9 million, or 21.0% of casino revenues, for the three months
        ended June 30, 2003. The increase of the casino expense is attributable
        to the increased operational activities as we increased the parking and
        slot machines through a period of time. We were able to lower the casino
        expense margin due to our ability to leverage some of our fixed costs
        over a larger operation. Food, beverage and retail expense for the three
        months ended June 30, 2004 was $1.1 million, or 94.0% of food, beverage
        and retail revenue, which decreased from $1.2 million for the three months
        ended June 30, 2003. Our food, beverage and retail expense ratio is materially
        higher than what we expect it to be in the future as we have used our
        food and beverage services to draw customers to our gaming facility and
        build customer loyalty rather than as a source of profits. Selling, general and administrative
        expense for the three months ended June 30, 2004 increased by $2.2 million
        to $8.7 million, or 34.2% of net revenues, from $6.5 million, or 34.2%
        of net revenues, for the three months ended June 30, 2003. The increase
        in selling, general and administrative expense is attributable to launching
        our full-scale of operations on April 1, 2003 and gradual installation
        of all 1600 slot machines through June 18, 2003. Selling, general and
        administrative expense as a percentage of net revenues has remained consistent
        in the second quarter of 2004 compared to the second quarter of 2003. Depreciation expense for the
        three months ended June 30, 2004 was $1.5 million compared to $1.3 million
        for the three months ended June 30, 2003. Depreciation expense was computed
        using the straight-line method over the useful lives of the property,
        plant and equipment. The increase in depreciation expenses is due to
        the addition of depreciable assets. We are a party to a development
        and loan agreement pursuant to which the Tribe obtained a development
        loan for planning and early stage construction of our casino which requires
        us to pay to Dry Creek Casino, LLC (DCC), a credit enhancement
        fee equal to 20% of our net income before distributions to the Tribe
        plus depreciation expense plus an amount equal to the annual interest
        on $25.0 million principal amount of the Notes less revenues from
        sales of alcoholic beverages. We began paying the credit enhancement
        fee in June 2003. The credit enhancement fee was $1.4 million and $0.3
        million for the three months ended June 30, 2004 and 2003. Gaming commission expense for
        the three months ended June 30, 2004 increased by $0.1 million to $0.5 million
        from $0.4 million for the three months ended June 30, 2003. The Tribe
        enacted a tribal gaming ordinance in April 1997 which, among other matters,
        created and established the Tribal Gaming Commission as a governmental
        subdivision of the Tribe. The Tribal Gaming Commission is responsible
        for the regulation of all gaming activities conducted by the Tribe or
        us on tribal lands. The gaming commission expense consists of our reimbursement
        of the Tribal Gaming Commissions costs in connection with the inspection
        of all gaming operations within the Tribes reservation boundaries, enforcement
        of all provisions of the tribal gaming ordinance, investigation of all
        allegations of violations of the tribal gaming ordinance, conducting
        or arranging for background investigations of all applicants for tribal
        gaming licenses, issuing gaming licenses in accordance with the tribal
        gaming ordinance and the compact, the payment of the salaries of the
        gaming commissioners and other employees of the Tribal Gaming Commission,
and the payment of our auditors fees.


17

---



Back to Contents

Compact
    revenue sharing trust fund expense remained the same at $0.3 million for
    the three months ended June 30, 2004 and 2003.
  Compact revenue sharing trust fund includes payments associated with operating
  1,600 gaming machines, although we had not installed all 1,600 gaming machines
  until June 18, 2003. Compact revenue sharing trust fund expense includes
  payments to the revenue sharing trust fund (RSTF) as required by
  our Compact with the State of California. The Tribe is obligated to remit certain
  fees to the California Gambling Control Commission on a quarterly basis for
  inclusion in the RSTF. The RSTF is for the benefit of tribes that have no or
  limited gaming. We pay these fees on behalf of the Tribe. These fees became
  payable by the Tribe when we commenced operations in September 2002 and are
  based on the number of our gaming device licenses. Income from operations. Income
        from operations for the three months ended June 30, 2004 was $7.2 million,
        or 28.3% of net revenues, compared to $5.2 million for the three months
        ended June 30, 2003. Our increased income from operations is attributable
        to the casinos full-scale operation in the quarter ended June
        30, 2004 as opposed to our operations with less than 1600 slot machines
        from April 1, 2003 through June 18, 2003. Other expense, net. Other
        expense, net for the three months ended June 30, 2004 increased to $5.4
        million, or 21.3% of net revenues from $1.7 million, or 8.9% of net revenues,
        for the three months ended June 30, 2003. Other expense, net included
        $5.5 million of interest expense (net of capitalized interest of $0.9
        million) for the three months ended June 30, 2004, compared to $1.7 million
        of interest expense for the three months ended June 30, 2003. Income before distribution
          to Tribe. Income before distributions to Tribe for the three months
          ended June 30, 2004 decreased by $1.7 million to $1.8 million, or 7.0%
          of net revenues from $3.5 million for the three months ended June 30,
          2003.


Comparison of the six months ended June 30, 2004 and 2003

Net
      revenues. Net revenues for the
    six months ended June 30, 2004 increased by $26.4 million to $50.9 million
    from $24.5 million
  for the six months ended June 30, 2003. The increase is attributed to the casinos
  full-scale operation in the quarter ended June 30, 2004 as opposed to our operations
  with less than 1600 slot machines from April 1, 2003 through June 18, 2003.
  Approximately 96.8% of our net revenues were from our gaming activities in
  the second quarter of 2004. We generated $44.3 million from slot machines and
  $5.0 million from table games for the six months ended June 30, 2004. We expect
  a significant increase in net revenues once all the parking structures are
  open and fully operational. We generated $21.6 million from slot machines and
  $2.3 million from table games for the six months ended June 30, 2003. Our win
  per slot machine per day was $152 in the first half of 2004 which decreased
  from $160 in the first half of 2003. The decrease is a result of the having
  all 1600 slot machines on line but insufficient parking to accommodate all
  of our drive up patrons while maintaining our bus program. We started our food, beverage
        and retail operations on April 1, 2003 and we generated $2.4 million
        sales for six months ended June 30, 2004 compared to $0.7 million for
        the six months ended June 30, 2003. The retail value of our food and
        beverage provided to customers without charge is included in gross revenues
        and then deducted as promotional allowances. Such allowances were $1.0
million and $0.2 million for the six months ended June 30, 2004 and 2003.


18

---



Back to Contents

Operating
    expenses. Operating expenses for the six months ended June 30, 2004 were
    $36.2 million, or 71.1% of net revenues, compared
  to $18.4 million, or 75.1% of net revenues, for the six months ended June 30,
  2003. The increase in operating expenses is attributable to the casinos
  full-scale operation in the quarter ended June 30, 2004 as opposed to our operations
  with less than 1600 slot machines from April 1, 2003 through June 18, 2003.
  The operating expense as a percentage of net revenue decreased due to economics
  of scale of operations and the substantial increase in our gaming revenues. Casino expense includes costs
        associated with our gaming operations. Casino expense also includes an
        allocation of food, beverage and retail expense related to the costs
        of complimentary activities. Casino expense for the six months ended
        June 30, 2004 increased to $9.1 million, or 18.6% of casino revenues,
        from $4.7 million, or 19.5% of casino revenues, for the six months ended
        June 30, 2003. The relative increase in casino expense is due to having
        a full six months of operations as opposed to three months during the
        first half of 2003. Food, beverage and retail expense
        for the six months ended June 30, 2004 was $2.5 million, or 103% of food,
        beverage and retail revenue, increasing from $1.4 million for the six
        months ended June 30, 2003. Our food, beverage and retail expense ratio
        is materially higher than what we expect it to be in the future as we
        have used our food and beverage services to draw customers to our gaming
        facility and build customer loyalty rather than as a source of profits. Selling, general and administrative
        expense for the six months ended June 30, 2004 increased by $7.9 million
        to $17.2 million, or 33.8% of net revenues, from $9.3 million, or 37.7%
        of net revenues, for the six months ended June 30, 2003. The increase
        in selling, general and administrative expense is attributable to launching
        our full-scale of operations on April 1, 2003. Selling, general and administrative
        expense as a percentage of net revenues has decreased in the first half
        of 2004 compared to the first half of 2003 as a result of cost savings
        obtained from economies of scale and due to the substantial increase
        in our revenues from the additional slot machines placed in service. Depreciation expense for the
        six months ended June 30, 2004 was $3.1 million compared to $1.5 million
        for the six months ended June 30, 2003. Depreciation expense was computed
        using the straight-line method over the useful lives of the property,
        plant and equipment. The increase in depreciation expenses is due to
        the addition of depreciable assets. We began paying the credit enhancement
        fee in June 2003. The credit enhancement fee was $2.7 million, or 5.4%
        of net revenues, for the six months ended June 30, 2004 compared to $0.3
        million or 1.2% of net revenues. Gaming commission expense for
        the six months ended June 30, 2004 increased by $0.2 million to $0.9 million
        from $0.7 million for the six months ended June 30, 2003. Compact revenue sharing trust
        fund expense remained the same at $0.7 million for the six months ended
        June 30, 2004 and 2003. Compact revenue sharing trust fund includes payments
        associated with operating 1600 gaming machines, although we had not
        installed all 1600 gaming machines until June 18, 2003. We pay
        these fees on behalf of the Tribe. These fees became payable by the Tribe
        when we commenced operations in September 2002 and are based on the number
        of our gaming device licenses. Income from operations. Income
        from operations for the six months ended June 30, 2004 was $14.7 million,
        or 28.9% of net revenues, compared to $6.1 million, or 24.9% of net revenues
        for the six months ended June 30, 2003. Our increased income from operations
        is attributable to the casinos full-scale operation with 1600
        slot machines commencing on June 18, 2003. Other expense, net. Other
        expense, net for the six months ended June 30, 2004 increased to $9.4
        million, or 18.4% of net revenues from $1.7 million, or 7.1 % of net
        revenues, for the six months ended June 30, 2003. Other expense, net
        included $9.6 million of interest expense (net of capitalized interest
        of $1.4 million) for the six months ended June 30, 2004, compared to
$1.7 million of interest expense for the six months ended June 30, 2003.


19

---



Back to Contents

Income before distributions
      to Tribe. Income before distributions to Tribe for the six months ended
      June 30, 2004 increased by $1.0 million to $5.4 million, or 10.5% of net
      revenues from $4.4 million, or 17.8% of net revenues for the six months
      ended June 30, 2003.


Liquidity and Capital Resources

Since our inception, we have funded our capital
  expenditures and working capital requirements primarily through gaming equipment
  supplier financing, other financing, debt financing and operating cash flow. Construction of our casino and
        infrastructure improvements commenced on April 1, 2002. The first portion
        of our gaming facility was completed in September 2002. As of June 30,
        2004, we had spent approximately $62.5 million on the planning, development
        and construction of our gaming facility, infrastructure and furniture,
        fixtures and equipment. We financed the development with borrowings and
        development advances, which funded the development of our site and costs
        associated with construction. We have an operating lease with
        Sprung Instant Structures, Inc. for the sprung structure housing our
        gaming operations. The purchase of our gaming equipment was primarily
        funded through borrowing and secondarily through operating leases with
        gaming equipment suppliers. In addition, vehicles used in our gaming
        facility business were financed with the vendors. These sources, in addition
        to our operating cash flow, funded the construction of our existing gaming
        facility and infrastructure. Since the issuance of our Notes, our expansion
        project has been funded from proceeds of the offering set aside in a
        construction disbursement account for such purpose. In addition, we expect
        to fund a portion of the remaining costs associated with our expansion
        project from our working capital. Our capital expenditures for
        the six months ended June 30, 2004 and 2003 were $31.3 million and
        $22.4 million, respectively. This increase in 2004 is primarily attributable
        to the expansion project and infrastructure improvements. As of June 30, 2004, we had cash,
        cash equivalents and restricted cash of $60.9 million, as compared to
        $87.0 million as of December 31, 2003. Our principal source of liquidity
        during the six months ended June 30, 2004 consisted of cash flow from
        operating activities. Net cash provided by operating activities for the
        six months ended June 30, 2004 was $17.1 million, an increase of $7.2
        million from $9.9 million for the six months ended June 30, 2003. Restricted cash consists of funds
        set aside in construction financing accounts for construction costs for
        the three parking structures, infrastructure improvements and construction
        contingencies. It also includes funds that are reserved for additional
        construction contingencies and the funds necessary to develop an approximately
        18-acre parcel of land adjacent to the Tribes reservation which is expected
        to include an additional access road to the Tribes reservation
        and to our casino. Our restricted cash is held in escrow accounts which
        are restricted for authorized construction disbursements. These escrow
        accounts are invested in money market instruments, which pay interest
        monthly. Net cash used for capital and
        related financing activities for the six months ended June 30, 2004 was
        $11.4 million, compared to $6.9 million net cash used in capital and
        related financing activities for the six months ended June 30, 2003.
        Cash flow used in capital and related financing activities was primarily
        for the parking structure and related infrastructure. Cash flow used
        in non-capital financing activities for the six months ended June 30,
        2004 was $3.0 million, an increase of $1.9 million from $1.1 million
        for the six months ended June 30, 2003. Cash flow used in non-capital
        financing activities consisted of distributions to the Tribe.


20

---



Back to Contents

We originally expected completion
    of our expansion project to cost approximately $64.6 million, which was funded with a portion
  of the net proceeds of our Notes, advances from the Tribe and cash from operations.
  The original expansion budget included $35.4 million for the three parking
  structures, $24.1 million for infrastructure improvements and a $5.1 million
  construction contingency. In addition, $10.0 million has been placed in a construction
  escrow account that is available to fund additional construction contingencies.
  Our current budget for the expansion project has been increased to approximately
  $73.7 million, of which we have paid $36.5 million as of June 30, 2004. The
  remaining portion of the project is expected to be funded though our restricted
  cash and cash from operations. Our current budget is comprised of $39.4 million
  for the three parking structures and $34.3 million for infrastructure improvements.
  In an effort to expedite construction of our expansion project, we commenced
  construction before all design documents were finalized, which resulted in
  inefficiencies and modifications that caused actual construction costs to exceed
  budgeted amounts. In addition, the infrastructure improvements portion of our
  expansion project resulted in higher than expected costs due to weather delays
  and to unforeseeable soil conditions, which required us to substantially increase
  the scope of the work and quantity of the construction material. We believe that existing cash
        balances and cash from operations will provide adequate funds for our
        working capital needs, planned capital expenditures, including the expansion
        project and debt service requirements for the foreseeable future. However,
        our ability to fund our operations, make planned capital expenditures,
        make scheduled debt payments and refinance our indebtedness depends on
        our future operating performance and cash flow, which, in turn, are subject
        to prevailing economic conditions and to financial, business and other
        factors, some of which are beyond our control. Additionally, the indenture
        limits our ability to incur additional indebtedness.


Contractual Obligations as of June 30, 2004

The following table
    summarizes our contractual obligations and commitments as of June 30, 2004:


|                               |  |   | Total       |  |   | Less than
  1 year |  |   | 1-3 years |  |   | 3-5 years |  |   | More than
    5 years | 
|------------------------------ |  | - | ----------- |  | - | ------------------ |  | - | --------- |  | - | --------- |  | - | --------------------- | 
|                               |  |   |             |  |   |                    |  |   |           |  |   |           |  |   |                       | 
|Long term debt obligations (a) |  | $ | 210,078,474 |  | $ | 10,029,660         |  | $ | 46,128    |  | $ | 2,686     |  | $ | 200,000,000           | 
|Purchase obligations (b)       |  |   | 32,230,105  |  |   | 32,230,105         |  |   |          |  |   |          |  |   |                      | 
|Operating lease obligations    |  |   | 2,949,472   |  |   | 1,054,653          |  |   | 1,179,158 |  |   | 715,661   |  |   |                      | 
|                               |  |   |             |  |   |                    |  |   |           |  |   |           |  |   |                       | 
|Total obligations (c)          |  | $ | 245,258,051 |  | $ | 43,314,418         |  | $ | 1,225,286 |  | $ | 718,347   |  | $ | 200,000,000           | 
|                               |  |   |             |  |   |                    |  |   |           |  |   |           |  |   |                       | 

(a) Long term debt obligations do not include interest payments of $19.8 million in less than 1 year; $39.0 million in 1-3 years; $39.0 million in 3-5 years and $45.8 million in more than 5 years.

(b) Purchase obligations include payments obligations to our general contractor for construction of the three parking structures and infrastructure improvements and the designed fee obligation to the architecture company. Purchase obligations are paid through our construction escrow accounts which were funded by proceeds from the issuance of the Notes.

(c)  Total obligations do not include the revenue sharing trust fund payments. Our compact with the State of California requires us to pay a quarterly fee of $0.4 million to the revenue sharing trust fund, based on the number of our licensed gaming devices.

We are a party to a
    development and loan agreement which requires us to pay to DCC a credit enhancement
    fee equal to 20% of our net income before distributions to the Tribe plus
    depreciation expense plus an amount equal to the annual interest on $25.0 million
    principal amount of the Notes less revenues from sales of alcoholic beverages.


21

---



Back to Contents

Regulation and Taxes

We are subject to extensive regulation by the Tribal
  Gaming Commission, the California Gambling Control Commission and the National
  Indian Gaming Commission. Changes in applicable laws or regulations could have
  a significant impact on our operations. Since we are an unincorporated
        instrumentality of the Tribe located on reservation land held in trust
        by the United States of America, we have not been subject to federal
        or state income taxes. Various efforts have been made in Congress over
        the past several years to enact legislation that would subject the income
        of tribal business entities, such as us, to federal income tax. Although
        no such legislation has been enacted, similar legislation could be passed
        in the future. It is not possible to determine with certainty the likelihood
        of possible changes in tax law or in the administration of such law.
        Such changes, if adopted, could have a material adverse effect on our
        operating results and cash flow from operations.


Impact of Inflation

Absent changes in competitive
    and economic conditions or in specific prices affecting the casino industry,
    we do not expect that inflation will have a significant impact on our gaming
    facility operations. Changes in specific prices, such as fuel and transportation
    prices, relative to the general rate of inflation may have a material adverse
    effect on the casino industry in general.


Seasonality

We have a limited operating
    history. We anticipate that activity at our gaming facility may be modestly
    seasonal with stronger results expected during the summer due in part to
    the relatively higher levels of tourism during such times of the year. In
    addition, our operations may be impacted by adverse weather conditions and
    fluctuations in the tourism business. Accordingly, our results may fluctuate
    from quarter to quarter and the results of one quarter may not be indicative
    of results from future quarters.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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. Through June 30, 2004, we had
        not invested in derivative or foreign currency-based financial instruments.
        Additionally, we primarily have fixed rate debt. As such, we do not believe
        we have material exposure to market risk.


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our
    Chief Executive Officer and Chief Financial Officer have reviewed and evaluated
    the effectiveness of our disclosure controls and procedures
    (as defined in Exchange Act Rules 240.13a  15(e) and 15d  15(e))
    as of the end of the quarterly period ended June 30, 2004. Based on that
    evaluation, they have concluded that our disclosure controls
    and procedures as of the end of the period covered by this report are effective
    in timely providing them with material information relating to us
    required to be disclosed in the reports we file or submit under
    the Exchange Act. Our disclosure controls and procedures
    are designed to provide reasonable assurances of achieving its objectives
    and our Chief Executive Officer and Chief Financial Officer
    have concluded that our disclosure controls and procedures
    are effective in reaching that level of reasonable assurance.


22

---



Back to Contents

PART II.      OTHER INFORMATION

ITEM 1.      LEGAL
PROCEEDINGS

We are a litigant
    in other matters arising in the normal course of business. In the opinion
    of management no claims are pending that could have an adverse impact on
    our financial position, results of operation or cash flows.


ITEM 6.      EXHIBITS

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

| |                                                                      
| | ---------------------------------------------------------------------
| | The Exhibit Index filed herewith is incorporated herein by reference.

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

| |                                                                       
| | ----------------------------------------------------------------------
| | No reports on 8-K were filed during the period covered by this report.

23

---



Back to Contents

SIGNATURE

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


|                       |     |                                                | 
|---------------------- | --- | ---------------------------------------------- | 
|Dated: August 16, 2004 |     | RIVER ROCK ENTERTAINMENT AUTHORITY(Registrant) | 
|                       |     |                                                | 
|                       | By: | /s/ Douglas Searle                             | 
|                       |     |                                                | 
|                       |     | Douglas Searle,Chief Executive Officer         | 
|                       |     |                                                | 
|                       | By: | /s/ Yuan Fang (Yvonne) Mao                     | 
|                       |     |                                                | 
|                       |     | Yuan Fang (Yvonne) Mao,Chief Financial Officer | 

24

---



Back to Contents

EXHIBIT INDEX

|Exhibit No. |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1         |  | Purchase Agreement, dated as of November 4, 2003, by and among the River Rock Entertainment Authority (the Authority), an unincorporated instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian Tribe (the Tribe) and CIBC World Markets Corp. (the Initial Purchaser) (filed as Exhibit 1.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1         |  | Dry Creek Rancheria Band of Pomo Indians Ordinance No. 03-10-25-003 setting forth the River Rock Entertainment Authority Act of 2003 (filed as Exhibit 3.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.2         |  | Dry Creek Rancheria Band of Pomo Indians Tribal Council Resolution No. 03-10-25-002 (the River Rock Entertainment Authority and Bond Resolution Act) approving, among other things, creation of  the River Rock Entertainment Authority (filed as Exhibit 3.2 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.3         |  | Dry Creek Rancheria Band of Pomo Indians Ordinance No. 97-08-04, as amended October 25, 2003, authorizing and regulating gaming on the Dry Creek Indian Rancheria (filed as Exhibit 3.3 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.1         |  | Indenture, dated as of November 7, 2003, by and among the Authority, the Tribe and U.S. Bank National Association, as Trustee (the Trustee), together with the Exhibits attached thereto (filed as Exhibit 4.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2         |  | Form of Global 9 3/4% Senior Note due 2011 (contained in the Indenture filed as Exhibit 4.1 herewith) (filed as Exhibit 4.2 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.3         |  | Registration Rights Agreement, dated as of November 7, 2003, by and between the Authority and the Initial Purchaser (filed as Exhibit 4.3 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.4         |  | Intercreditor Agreement, dated as of November 7, 2003, by and among the Trustee, Dry Creek Casino, LLC, the Authority and the Tribe (filed as Exhibit 4.4 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.1        |  | Tribal-State Compact between the Dry Creek Rancheria Band of Pomo Indians and the State of California, effective May 2000 (filed as Exhibit 10.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

25

---



Back to Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Cash Collateral and Disbursement
        Agreement, dated as of November 7, 2003, by and among the Trustee, U.S.
        Bank National Association, as USB disbursement agent, Wells Fargo Bank,
        N.A., as WFB disbursement agent, Merritt & Harris, Inc., as Independent
        Construction Consultant, the Authority and the Tribe (filed as Exhibit
        10.2 to the Authoritys Registration Statement on Form S-4, filed with
        the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by
        reference herein)                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3  |  | Amendment No. 1 to Cash Collateral
        and Disbursement Agreement, dated as of November 17, 2003, by and among
        the Trustee, U.S. Bank National Association, as USB disbursement agent,
        Wells Fargo Bank, N.A., as WFB disbursement agent, Merritt & Harris,
        Inc., as Independent Construction Consultant, the Authority and the Tribe
        (filed as Exhibit 10.3 to the Authoritys Registration Statement on Form
        S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and
        incorporated by reference herein)
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.4  |  | U.S. Bank National Association
        Control Agreement, dated as of November 7, 2003, by and among the Trustee,
        U.S. Bank National Association, as disbursement agent, securities intermediary
        and depository bank, the Authority and the Tribe (filed as Exhibit 10.4
        to the Authoritys Registration Statement on Form S-4, filed with the
        SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by reference
        herein)                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.5  |  | Wells Fargo Bank, N.A. Control
        Agreement, dated as of November 7, 2003, by and among the Trustee, Wells
        Fargo Bank, N.A., as depository bank, the Authority and the Tribe (filed
        as Exhibit 10.5 to the Authoritys Registration Statement on Form S-4,
        filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated
        by reference herein)                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.6  |  | Wells Fargo Bank, N.A. side
        letter dated December 1, 2003, from Wells Fargo Bank, N.A. to the Trustee
        (filed as Exhibit 10.6 to the Authoritys Registration Statement on Form
        S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and
        incorporated by reference herein)                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.7  |  | Pledge and Security Agreement,
        dated as of November 7, 2003, by and among the Authority, the Tribe and
        the Trustee (filed as Exhibit 10.7 to the Authoritys Registration Statement
        on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),
        and incorporated by reference herein)                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.8  |  | Development and Loan Agreement,
        dated as of August 26, 2001, by and between the Tribe and Dry Creek Casino,
        LLC (filed as Exhibit 10.8 to the Authoritys Registration Statement
        on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),
        and incorporated by reference herein)                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.9  |  | Amendment to the Development
        and Loan Agreement, dated as of April 29, 2002, by and between the Tribe
        and Dry Creek Casino, LLC (filed as Exhibit 10.9 to the Authoritys Registration
        Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No.
        333-115186), and incorporated by reference herein)                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.10 |  | Second Amendment to Development
        and Loan Agreement, dated as of February 19, 2003, by and between the
        Tribe and Dry Creek Casino, LLC (filed as Exhibit 10.10 to the Authoritys
        Registration Statement on Form S-4, filed with the SEC on May 5, 2004
        (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.11 |  | Third Amendment to Development
        and Loan Agreement, dated as of May 29, 2003, by and between the Tribe
        and Dry Creek Casino, LLC (filed as Exhibit 10.11 to the Authoritys
        Registration Statement on Form S-4, filed with the SEC on May 5, 2004
        (SEC File No. 333-115186), and incorporated by reference herein)                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

26

---



Back to Contents

|10.12 |  | Fourth Amendment to Development
        and Loan Agreement, dated as of October 9, 2003, by and between the Tribe
        and Dry Creek Casino, LLC (filed as Exhibit 10.12 to the Authoritys
        Registration Statement on Form S-4, filed with the SEC on May 5, 2004
        (SEC File No. 333-115186), and incorporated by reference herein)                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.13 |  | Fifth Development and Loan Agreement,
        dated as of October 9, 2003 by and between the Tribe and Dry Creek Casino,
        LLC (filed as Exhibit 10.13 to the Authoritys Registration Statement
        on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),
        and incorporated by reference herein)                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.14 |  | Sixth Amendment to the Development
        and Loan Agreement, dated as of November 7, 2003, by and between the
        Authority and Dry Creek Casino, LLC (filed as Exhibit 10.14 to the Authoritys
        Registration Statement on Form S-4, filed with the SEC on May 5, 2004
        (SEC File No. 333-115186), and incorporated by reference herein)                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.15 |  | Employment Agreement, dated
        as of December 24, 2001, by and between the Tribe and Douglas Searle
        (filed as Exhibit 10.15 to the Authoritys Registration Statement on
        Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),
        and incorporated by reference herein)                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.16 |  | Employment Agreement, dated
        as of October 14, 2002, by and between the Tribe and Norman Runyan (filed
        as Exhibit 10.16 to the Authoritys Registration Statement on Form S-4,
        filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated
        by reference herein)                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.17 |  | Agreement, dated as of May 28,
        2003, by and between the Tribe and FFKR Architects/Planners II (filed
        as Exhibit 10.17 to the Authoritys Registration Statement on Form S-4,
        filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated
        by reference herein)                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.18 |  | Agreement, dated as of October
        2, 2003, by and between the Tribe and FFKR Architects/Planners II (filed
        as Exhibit 10.18 to the Authoritys Registration Statement on Form S-4,
        filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated
        by reference herein)                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.19 |  | Agreement, dated as of April
        1, 2004, by and between the Authority and Swinerton Builders (filed as
        Exhibit 10.19 to the Authoritys Registration Statement on Form S-4,
        filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated
        by reference herein)                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.20 |  | Lease Agreement, dated as of
        May 30, 2002, by and between the Tribe and Sprung Instant Structures,
        Inc. (filed as Exhibit 10.20 to the Authoritys Registration Statement
        on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),
        and incorporated by reference herein)                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.21 |  | Amendment No. 1 to Lease Agreement,
        dated as of February 26, 2004, by and between the Tribe and Sprung Instant
        Structures, Inc. (filed as Exhibit 10.21 to the Authoritys Registration
        Statement on Form S-4, filed with the SEC on May 5, 2004 (SEC File No.
        333-115186), and incorporated by reference herein)                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|10.22 |  | Dry Creek Casino, LLC Amended
        and Restated Limited Recourse Promissory Note, dated November 7, 2003,
        by and among the Authority and Dry Creek Casino, LLC (filed as Exhibit
        10.22 to the Authoritys Registration Statement on Form S-4, filed with
        the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by
        reference herein)
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|31.1  |  | Certification by Douglas Searle,
        Chief Executive Officer, pursuant to Exchange Act Rules 13a-14(a) and
        15d-14(a) (filed herewith)                                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|31.2  |  | Certification by Yuan Fang (Yvonne)
        Mao, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14(a)
        and 15d-14(a) (filed herewith)                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|32.1  |  | Certification pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (furnished herewith)                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                    
|32.2  |  | Certification pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (furnished herewith)                                                                                                                                                                                                                        

27

---