**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D. C. 20549**

**_____________________________________**

FORM 10-Q

(Mark One)

  QUARTERLY    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the quarterly period ended June 30, 2005 

OR

  TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE 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.Employer**** IdentificationNo.)**** |
|-----------------------------------------------------------------------------------------|---------------------------------------------------------------------|

**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. 

Yes        No       

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

Yes         No    

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**RIVER ROCK ENTERTAINMENT AUTHORITYINDEX TO FORM 10-Q**

| Item          |   |   | Description                                                                                                                                                                       |   |   | Page   |   |
|---------------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|          |   |   |                                                                                                                                                                              |   |   |   |   |
|          |   |   | **PART I – FINANCIAL INFORMATION**                                                                                                                                           |   |   |   |   |
|          |   |   |                                                                                                                                                                              |   |   |   |   |
| 1.            |   |   | Financial Statements (unaudited)                                                                                                                                                  |   |   |   |   |
|               |        |        | Balance Sheets-     June 30, 2005 and December 31, 2004                                                                                                  |        |        | 4      |        |
|          |        |        | Statements of Revenues, Expenses and Changes in Fund Deficit -     Three-Months ended June 30, 2005 and 2004 and Six-Months ended June 30, 2005 and 2004 |        |        | 5      |        |
|          |        |        | Statements of Cash Flows -     Six-Months ended June 30, 2005 and 2004                                                                                   |        |        | 6      |        |
|          |        |        | Notes to Unaudited Financial Statements                                                                                                                                           |        |        | 8      |        |
| 2.            |        |        | Management’s      Discussion and Analysis of Financial Condition      and Results of Operations                                                     |        |        | 18     |        |
| 3.            |        |        | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                        |        |        | 26     |        |
| 4.            |        |        | Controls and Procedures                                                                                                                                                           |        |        | 26     |        |
|          |   |   |                                                                                                                                                                              |   |   |   |   |
|          |   |   | **PART II – OTHER INFORMATION**                                                                                                                                              |   |   |   |   |
| 1.            |   |   | Legal Proceedings                                                                                                                                                                 |   |   |   |   |
| 6.            |        |        | Exhibits and Reports on Form 8-K                                                                                                                                                  |        |        | 27     |        |
|          |   |   |                                                                                                                                                                              |   |   |   |   |
| SIGNATURE     |        |        | 29                                                                                                                                                                                |        |
| EXHIBIT INDEX |        |        | 30                                                                                                                                                                                |        |

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**CAUTIONARY STATEMENT**

     *Except for the historical financial      information contained herein, the matters discussed in this report on Form      10-Q (as well as documents incorporated herein by reference) may be considered      forward-looking statements within the meaning of Section 27A of the Securities      Act of 1933, as amended, and Section 21E of the Securities Exchange Act      of 1934, as amended. Such forward-looking statements are based upon current      expectations that involve risks and uncertainties and include declarations      regarding the intent, belief or current expectations of us and our management      and may be signified by the words “believes”, “anticipates”, “plans”, “expects”, “intends” and      similar expressions. Our actual results and the timing of certain events      may differ significantly from the results discussed in the forward-looking      statements. All forward-looking statements in this document are based on      information available to us as of the date hereof, and we assume no obligation      to update any such forward-looking statements, whether as a result of new      information, future events, or otherwise. All discussion in this report      should be read in conjunction with our financial statements and the accompanying      notes contained in this report.*

     *References in this Form 10-Q to      the “Authority” and the “Tribe” are to the River      Rock Entertainment Authority and the Dry Creek Rancheria Band of Pomo Indians,      respectively. The terms “we,” “us” and “our” refer      to the Authority.*

     *Our      key risks are described in our annual report on Form 10-K filed with the      Securities and Exchange Commission on March 29, 2005.*

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)****BALANCE SHEETS****(Unaudited)**

| **ASSETS**                                      |   | **June 30, 2005** |   |   | **December 31, 2004** |   |
|-------------------------------------------------|--------|-------------------|--------|--------|-----------------------|--------|
|                                            |        |                   |   |        |                       |   |
| CURRENT ASSETS:                                 |   |              |   |   |                  |   |
| Cash    and cash equivalents                    | $      | 10,943,294        |   | $      | 18,618,826            |   |
| Restricted    cash-current                      |   | 450,720           |   |   | 11,516,316            |   |
| Accounts    receivable                          |   | 42,180            |   |   | 53,796                |   |
| Inventories                                     |   | 470,752           |   |   | 383,411               |   |
| Prepaid    expenses and other current assets    |   | 1,021,576         |   |   | 773,831               |   |
|                                            |        |                   |   |        |                       |   |
| Total    current assets                         |   | 12,928,522        |   |   | 31,346,180            |   |
|                                            |        |                   |   |        |                       |   |
| RESTRICTED CASH-Net of Current                  |   | 6,930,963         |   |   | 4,685,405             |   |
|                                            |        |                   |   |        |                       |   |
| PROPERTY AND EQUIPMENT:                         |   |              |   |   |                  |   |
| Buildings    and improvements                   |   | 127,834,702       |   |   | 118,941,344           |   |
| Furniture,    fixtures and equipment            |   | 25,226,756        |   |   | 22,946,294            |   |
|                                            |        |                   |   |        |                       |   |
|                                            |   | 153,061,458       |   |   | 141,887,638           |   |
| Accumulated    depreciation                     |   | (16,249,180       | )      |   | (10,952,816           | )      |
| Construction    in progress                     |   | 1,178,709         |   |   | 379,576               |   |
|                                            |        |                   |   |        |                       |   |
| Property    and equipment-net                   |   | 137,990,987       |   |   | 131,314,398           |   |
|                                            |        |                   |   |        |                       |   |
| DEPOSITS AND OTHER ASSETS                       |   | 6,918,062         |   |   | 7,466,553             |   |
|                                            |        |                   |   |        |                       |   |
| TOTAL                                           | $      | 164,768,534       |   | $      | 174,812,536           |   |
|                                            |        |                   |   |        |                       |   |
| **LIABILITIES AND FUND DEFICIT**                |   |              |   |   |                  |   |
|                                            |   |              |   |   |                  |   |
| CURRENT LIABILITIES:                            |   |              |   |   |                  |   |
| Accounts    payable:                            |   |              |   |   |                  |   |
| Trade                                           | $      | 3,170,371         |   | $      | 3,398,174             |   |
| Construction                                    |   | 450,720           |   |   | 4,091,862             |   |
| Accrued    liabilities                          |   | 6,259,295         |   |   | 6,579,878             |   |
| Current    maturities of long-term debt         |   | 204,999           |   |   | 10,441,139            |   |
|                                            |        |                   |   |        |                       |   |
| Total    current liabilities                    |   | 10,085,385        |   |   | 24,511,053            |   |
|                                            |   |              |   |   |                  |   |
| LONG-TERM DEBT – net of current maturities |   | 197,987,035       |   |   | 197,822,725           |   |
|                                            |        |                   |   |        |                       |   |
| FUND DEFICIT                                    |   |              |   |   |                  |   |
| Invested in capital assets-net of related debt  |   | (60,201,047       | )      |   | (77,373,777           | )      |
| Restricted for capital projects                 |   | 7,381,683         |   |   | 16,201,721            |   |
| Unrestricted                                    |   | 9,515,478         |   |   | 13,650,814            |   |
|                                            |        |                   |   |        |                       |   |
| Total Fund Deficit                              |   | (43,303,886       | )      |   | (47,521,242           | )      |
|                                            |        |                   |   |        |                       |   |
| TOTAL LIABILITIES AND FUND DEFICIT              | $      | 164,768,534       |   | $      | 174,812,536           |   |
|                                            |        |                   |   |        |                       |   |

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

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria 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,** |   |
|-----------------------------------------|--------|----------------------------------------------|--------|--------|------------------------------------------------|--------|
|                                    |        |                                              |   |        |                                                |   |
|                                    |   | **2005**                                     |   |   | **2004**                                       |   |   | **2005** |   |   | **2004** |   |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| REVENUES:                               |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
|                                    |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| Casino                                  | $      | 34,841,866                                   |   | $      | 24,548,140                                     |   | $ | 66,568,491 |   | $ | 49,284,959 |   |
| Food,    beverage & retail          |   | 1,838,121                                    |   |   | 1,177,265                                      |   |   | 3,404,361 |   |   | 2,397,848 |   |
| Other                                   |   | 167,812                                      |   |   | 148,326                                        |   |   | 349,132 |   |   | 270,049 |   |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| Gross    revenues                       |   | 36,847,799                                   |   |   | 25,873,731                                     |   |   | 70,321,984 |   |   | 51,952,856 |   |
|                                    |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| Promotional allowance                   |   | (1,055,708                                   | )      |   | (507,054                                       | )      |   | (1,848,184 | ) |   | (1,030,815 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| Net    revenues                         |   | 35,792,091                                   |   |   | 25,366,677                                     |   |   | 68,473,800 |   |   | 50,922,041 |   |
|                                    |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| OPERATING EXPENSES:                     |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| Casino                                  |   | 5,220,805                                    |   |   | 4,719,024                                      |   |   | 10,593,073 |   |   | 9,144,119 |   |
| Food,    beverage and retail            |   | 1,617,370                                    |   |   | 1,106,243                                      |   |   | 3,063,980 |   |   | 2,460,994 |   |
| Selling,    general and administrative  |   | 13,623,298                                   |   |   | 8,680,249                                      |   |   | 24,133,166 |   |   | 17,215,273 |   |
| Depreciation                            |   | 2,757,551                                    |   |   | 1,545,642                                      |   |   | 5,391,509 |   |   | 3,069,679 |   |
| Credit    enhancement fee               |   | 1,856,802                                    |   |   | 1,354,717                                      |   |   | 3,799,651 |   |   | 2,744,954 |   |
| Gaming    commission expense            |   | 355,843                                      |   |   | 460,326                                        |   |   | 892,456 |   |   | 897,549 |   |
| Compact    revenue sharing trust fund   |   | 333,750                                      |   |   | 333,750                                        |   |   | 667,500 |   |   | 667,500 |   |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| Total    Operating expenses             |   | 25,765,419                                   |   |   | 18,199,951                                     |   |   | 48,541,335 |   |   | 36,200,068 |   |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| INCOME FROM OPERATIONS                  |   | 10,026,672                                   |   |   | 7,166,726                                      |   |   | 19,932,465 |   |   | 14,721,973 |   |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| OTHER EXPENSE-Net                       |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| Interest    expense                     |   | (5,245,338                                   | )      |   | (5,465,860                                     | )      |   | (10,592,137 | ) |   | (9,581,162 | ) |
| Interest    income                      |   | 51,530                                       |   |   | 125,520                                        |   |   | 91,954 |   |   | 283,289 |   |
| Loss    on sale of assets               |   | —                                       |   |   | (54,517                                        | )      |   | (33,977 | ) |   | (54,517 | ) |
| Other    expense                        |   | (508                                         | )      |   | (65                                            | )      |   | (949 | ) |   | (231 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| Other    expense-net                    |   | (5,194,316                                   | )      |   | (5,394,922                                     | )      |   | (10,535,109 | ) |   | (9,352,621 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| INCOME BEFORE DISTRIBUTIONS TO TRIBE    |   | 4,832,356                                    |   |   | 1,771,804                                      |   |   | 9,397,356 |   |   | 5,369,352 |   |
|                                    |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| DISTRIBUTIONS TO TRIBE                  |   | (3,000,000                                   | )      |   | (1,500,000                                     | )      |   | (5,180,000 | ) |   | (3,025,000 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| NET INCOME AFTER DISTRIBUTIONS TO TRIBE |   | 1,832,356                                    |   |   | 271,804                                        |   |   | 4,217,356 |   |   | 2,344,352 |   |
|                                    |   |                                         |   |   |                                           |   |   |   |   |   |   |   |
| FUND DEFICIT-Beginning of period        |   | (45,136,242                                  | )      |   | (50,282,226                                    | )      |   | (47,521,242 | ) |   | (52,354,774 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |
| FUND DEFICIT-End of period              | $      | (43,303,886                                  | )      | $      | (50,010,422                                    | )      | $ | (43,303,886 | ) | $ | (50,010,422 | ) |
|                                    |        |                                              |   |        |                                                |   |  |  |   |  |  |   |

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

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**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,** |        |
|--------------------------------------------------------------------------------------------|--------|------------------------------------------------------|-------------|
|                                                                                       |   |                                                      |        |
|                                                                                       |   |                                                 | **2005**    |   |   | **2004** |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                      |   |                                                 |        |   |   |   |   |
| Cash    received from gaming winnings and concessions                                      |   | $                                                    | 68,485,416  |   | $ | 50,802,821 |   |
| Cash    paid for salaries and benefits                                                     |   |                                                 | (14,887,467 | ) |   | (12,160,580 | ) |
| Cash    paid to suppliers                                                                  |   |                                                 | (24,549,658 | ) |   | (20,844,666 | ) |
| Cash    paid for compact revenue sharing trust fund                                        |   |                                                 | (667,500    | ) |   | (667,500 | ) |
|                                                                                       |   |                                                      |             |   |  |  |   |
| Net    cash provided by operating activities                                               |   |                                                 | 28,380,791  |   |   | 17,130,075 |   |
|                                                                                       |   |                                                 |        |   |   |   |   |
| CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES:                                  |   |                                                 |        |   |   |   |   |
| Proceeds    from long-term financing                                                       |   |                                                 | —      |   |   | 20,566 |   |
| Payments    of long-term debt                                                              |   |                                                 | (10,269,712 | ) |   | (12,683 | ) |
| Purchases    of property and equipment                                                     |   |                                                 | (15,715,958 | ) |   | (28,066,601 | ) |
| Change    in restricted cash                                                               |   |                                                 | 8,820,038   |   |   | 28,792,618 |   |
| Interest    paid                                                                           |   |                                                 | (9,987,668  | ) |   | (9,951,232 | ) |
| Credit    enhancement fee                                                                  |   |                                                 | (3,762,668  | ) |   | (2,310,805 | ) |
| Proceeds    from sale of assets                                                            |   |                                                 | 2,000       |   |   | 113,580 |   |
| Other                                                                                      |   |                                                 | 37,645      |   |   | — |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| Net    cash provided by (used in) capital and related financing activities                 |   |                                                 | (30,876,323 | ) |   | (11,414,557 | ) |
|                                                                                       |   |                                                 |        |   |   |   |   |
| CASH FLOW FROM NON-CAPITAL FINANCING ACTIVITIES-Distributions to Tribe                     |   |                                                 | (5,180,000  | ) |   | (3,025,000 | ) |
|                                                                                       |   |                                                      |             |   |  |  |   |
| CHANGE IN CASH AND CASH EQUIVALENTS                                                        |   |                                                 | (7,675,532  | ) |   | 2,690,518 |   |
|                                                                                       |   |                                                 |        |   |   |   |   |
| CASH AND CASH EQUIVALENTS, Beginning of the period                                         |   |                                                 | 18,618,826  |   |   | 16,897,644 |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| CASH AND CASH EQUIVALENTS, End of the period                                               |   | $                                                    | 10,943,294  |   | $ | 19,588,162 |   |
|                                                                                       |   |                                                 |        |   |   |   |   |
| RECONCILIATION OF INCOME BEFORE DISTRIBUTIONS TO TRIBE TO                                  |   |                                                 |        |   |   |   |   |
| NET CASH PROVIDED BY OPERATING ACTIVITIES:                                                 |   |                                                 |        |   |   |   |   |
| Income before Distributions to Tribe                                                       |   | $                                                    | 9,397,356   |   | $ | 5,369,352 |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| Adjustments    to reconcile operating income to net cash provided by operating activities: |   |                                                 |        |   |   |   |   |
| Depreciation                                                                               |   |                                                 | 5,391,509   |   |   | 3,069,679 |   |
| Interest    Expense, net                                                                   |   |                                                 | 10,592,137  |   |   | 9,581,162 |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| Credit    enhancement fee                                                                  |   |                                                 | 3,799,651   |   |   | 2,744,954 |   |
| Loss    on sale of assets                                                                  |   |                                                 | 33,977      |   |   | 54,517 |   |
| Changes    in operating assets and liabilities:                                            |   |                                                 |        |   |   |   |   |
| Accounts    receivable                                                                     |   |                                                 | 11,616      |   |   | (96,967 | ) |
| Inventories                                                                                |   |                                                 | (87,341     | ) |   | (227,147 | ) |
| Prepaid    expenses and other current assets                                               |   |                                                 | (247,745    | ) |   | (60,984 | ) |
| Accounts    payable-trade                                                                  |   |                                                 | (227,803    | ) |   | (3,579,555 | ) |
| Accrued    liabilities                                                                     |   |                                                 | (282,566    | ) |   | 275,064 |   |
|                                                                                       |   |                                                      |             |   |  |  |   |
| Total    adjustments                                                                       |   |                                                 | 18,983,435  |   |   | 11,760,723 |   |

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

**STATEMENTS OF CASH FLOWS****(Unaudited)**

|                                                                                 |   | **Six – MonthPeriod EndedJune 30,** |       |
|--------------------------------------------------------------------------------------|--------|------------------------------------------|------------|
|                                                                                 |   |                                          |       |
|                                                                                 |   |                                     | **2005**   |   |   | **2004** |   |
|                                                                                 |   |                                          |            |   |  |  |   |
| NET CASH PROVIDED BY OPERATING ACTIVITIES                                            |   | $                                        | 28,380,791 |   | $ | 17,130,075 |   |
|                                                                                 |   |                                     |       |   |   |   |   |
| SUPPLEMENTARY SCHEDULE OF NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES:          |   |                                     |       |   |   |   |   |
| Acquisition of property and equipment through third party financing                  |   | $                                        | 29,256     |   | $ | 20,566 |   |
| Acquisition of property and equipment through accounts payable construction          |   |                                     | 450,720    |   |   | 1,911,847 |   |
| Capitalized interest included in purchases of property and equipment paid with notes |   |                                     | —     |   |   | 1,350,908 |   |

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

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the DryCreek Rancheria Band of Pomo Indians)**

| **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 Compact expires on December 31, 2020.

     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 on April 1, 2003.

     The Authority was formed as an unincorporated instrumentality of the Tribe on November 5, 2003 pursuant to a reorganization whereby the Tribe’s gaming business became 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. 

     Income    before distributions to the Tribe was $4,832,356 and $1,771,804 for the three    months ended June 30, 2005 and 2004, respectively. Income before distributions    to the Tribe was $9,397,356 and $5,369,352 for the six months ended June    30, 2005 and 2004, respectively. A fund deficit of $43,303,886 exists as    of June 30, 2005. As of June 30, 2005, the Authority’s current assets    exceeded its current liabilities by $2,843,137. On November 7, 2003, the    Authority issued $200.0 million in its 93/4%    Senior Notes, due 2011 (the “Notes”),    and used a portion of the proceeds to reduce current payables, accruals and    debt. On December 29, 2004, the Authority reached its substantial completion    of the construction of the enhanced parking structure. We have not received    a Certificate of Occupancy as of June 30, 2005 because there a still items    to be completed by the contractor on the parking structures. On August 1,    2005, the Authority renewed its temporary certificate of occupancy on the    parking structures. The Authority’s ability to fund future debt service    payments is dependent upon the success of the Casino. Management believes    that the Casino will attract sufficient patronage levels to continue to produce    sufficient cash flows to repay its indebtedness.

**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.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the DryCreek Rancheria Band of Pomo Indians)**

     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 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 March 2003, GASB issued Statement No. 40, *Deposit and Investment Risk Disclosures–an amendment of GASB Statement No. 3*, which became effective for the Authority on January 1, 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 did not have a material impact.

     In November 2003, 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. 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 adoption of this statement did not have a material impact on the financial statements of the Authority.

     ***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, cash on deposit with banks and highly liquid investments. 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. These funds are held in escrow accounts which are restricted        for authorized construction disbursements. These escrow accounts are        invested in Certificates of Deposit, 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 $7,381,683        and $16,201,721 on June 30, 2005 and December 31, 2004, respectively.        As of June 30, 2005, restricted cash includes amounts available for construction        of $2,933,128 and land development funds of $4,448,555.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the DryCreek Rancheria Band of Pomo Indians)**

     ***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 |
|--------|--------------------------------------|------------------|

     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, 2005 and 2004 was $0 and $1,350,908,        respectively. 

     ***Deposits and Other Assets***– As of June 30, 2005 and December 31, 2004, deposits and other assets include $6,473,075 and $6,983,920 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 our 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, expensesand 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. The Authority continues to distribute beverages freely in the gaming area for playing guests.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     ***Other Revenues***–Other revenues are comprised of commissions on ATM, vending machine transactions and Tribal license revenues.

     ***Promotional        Allowances***–The retail value of food and beverages provided        to playing 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 were $835,332        and $836,938 for the three months ended June 30, 2005 and 2004, respectively;        and $1,774,481 and $1,424,438 for the six months ended June 30, 2005        and 2004, respectively.

     ***Food and Beverage Costs***–Food and beverage costs include costs associated with food and beverage operations, excluding amounts 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 $2,687,294 and $830,317 for the three months ended June 30, 2005 and 2004, respectively; and $3,768,738 and $1,693,056 for the six months ended June 30, 2005 and 2004, respectively.

     ***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 permitted payments under our Indenture of the Notes.        They are included in the statement of revenues, expenses and changes        in fund deficit as distributions to Tribe. From January 1, 2005, the        Tribal draw was $500,000 per month. Beginning April 1, 2005, the Tribal        draw was $1,000,000 per month. During the six months ended June 30, 2005,        the Authority also distributed $680,000 to the Tribe as part of reimbursement        for construction costs incurred by the Tribe prior to the formation of        the Authority. As of June 30, 2005 there is $1,960,000 remaining to be        reimbursed to the Tribe for construction costs incurred prior to the        formation of the Authority. The total distributions to the Tribe were        $3,000,000 and $1,500,000 for the three months ended June 30, 2005 and        2004, respectively; and $5,180,000 and $3,025,000 for the six months        ended June 30, 2005 and 2004, 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. 

     Starting    January 1, 2004, the Authority paid for various expenses for the following    departments operated by the Tribe: Tribal Gaming Commission, surveillance,    plant operations, human resources, purchasing and warehousing.On January    1, 2005, the Authority started to operate purchasing and warehousing but    continued to pay for expenses for the other departments operated by the Tribe.    These departmental expenses include, but are not limited to, payroll and    related expenses, legal and other operational expenses. Total amounts billed    by the    Tribe for these departments, excluding Tribal Gaming Commission, were $554,040    and $829,876 for the three months ended June 30, 2005 and 2004 respectively;    and were $1,078,880 and $1,490,931 for the six months ended June 30, 2005    and 2004, respectively. They are recorded as a component of selling, general    and administrative expenses. The Authority paid for various expenses for    the Tribal Gaming Commission, “Gaming Commission Expense” in    2005 and 2004. These expenses were $355,843 and $460,326 for the three months    ended June 30, 2005 and 2004, respectively; and $892,456 and $897,549 for    the six months ended June 30, 2005 and 2004, respectively.

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

   

| **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”). On November 7, 2003, the Authority refinanced $22,600,000 of the $32,600,000 principal amount of the development loan due to DCC under the Development Agreement. The outstanding debt related to the Development Agreement was fully repaid on March 13, 2005.

     In consideration of DCC’s providing credit enhancement and other services under the Development Agreement, the Tribe is obligated to pay DCC the Credit Enhancement Fee. The Credit Enhancement Fee is defined as 20% of the Authority’s net income before distributions to the Tribe plus depreciation and amortization and annual interest on $25.0 million principal amount of the Notes, less revenues from sales of alcoholic beverages. 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 was $1,856,802 and $1,354,717 for the three months ended June 30, 2005 and 2004, respectively; and $3,799,651 and $2,744,954 for the sixmonths ended June 30, 2005 and 2004, respectively.

     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% perannum, 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, 2005 and December 31, 2004:

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

|                                                       |   |   | **June 30, 2005** |   |   | **December 31, 2004** |   |
|------------------------------------------------------------|--------|--------|-------------------|--------|--------|-----------------------|--------|
|                                                       |   |        |                   |   |        |                       |   |
| Operating accounts                                         |   | $      | 4,585,943         |   | $      | 10,411,029            |   |
| Short Term Investments                                     |   |   | 3,495,576         |   |   | 4,999,800             |   |
| Cash on hand                                               |   |   | 2,861,775         |   |   | 3,207,997             |   |
|                                                       |   |        |                   |   |        |                       |   |
|                                                       |   |   |              |   |   |                  |   |
| Cash and cash equivalents                                  |   |   | 10,943,294        |   |   | 18,618,826            |   |
| Restricted cash                                            |   |   | 7,381,683         |   |   | 16,201,721            |   |
|                                                       |   |        |                   |   |        |                       |   |
| Total cash and cash equivalents        and restricted cash |   | $      | 18,324,977        |   | $      | 34,820,547            |   |
|                                                       |   |        |                   |   |        |                       |   |

     The    Authority’s cash in banks and cash equivalents (the “investments”)    are categorized by level of credit risk assumed by the Authority. 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. As of June 30, 2005, the Authority has $300,000in Category 1 investments, $4,385,943 cash in bank and $3,495,576 in shortterm investments which are Category 2 investments and $7,281,683 restricted cashin bank over the FDIC insurance limits, which are Category 3 investments.Amountsin Category 2 and Category 3 investments are invested in short term, highly liquidcash equivalents and investments. As of 2005, these amounts are composed entirelyof money market accounts.

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

|   | Property and equipment at June 30, 2005 and January 1, 2005 consisted of the following: |
|--------|-----------------------------------------------------------------------------------------|

|                              |   |   | **Balance,January 1, 2005** |   |   | **Additions** |   |   | **Dispositions** |   |   | **Balance,June 30, 2005** |   |
|-----------------------------------|--------|--------|-----------------------------|--------|--------|---------------|--------|--------|------------------|--------|--------|---------------------------|--------|
|                              |   |        |                             |   |        |               |   |        |                  |   |        |                           |   |
| Buildings and improvements        |   | $      | 118,941,344                 |   | $      | 8,893,358     |   | $      | —           |   | $      | 127,834,702               |   |
| Furniture, fixtures and equipment |   |   | 22,946,294                  |   |   | 2,411,584     |   |   | (131,122         | )      |   | 25,226,756                |   |
| Less accumulated depreciation     |   |   | (10,952,816                 | )      |   | (5,391,509    | )      |   | 95,145           |   |   | (16,249,180               | )      |
|                              |   |        |                             |   |        |               |   |        |                  |   |        |                           |   |
|                              |   |   |                        |   |   |          |   |   |             |   |   |                      |   |
|                              |   |   | 130,934,822                 |   |   | 5,913,433     |   |   | (35,977          | )      |   | 136,812,278               |   |
|                              |   |   |                        |   |   |          |   |   |             |   |   |                      |   |
| Construction in progress          |   |   | 379,576                     |   |   | 799,133       |   |   | —           |   |   | 1,178,709                 |   |
|                              |   |        |                             |   |        |               |   |        |                  |   |        |                           |   |
|                              |   |   |                        |   |   |          |   |   |             |   |   |                      |   |
| Property and equipment-net        |   | $      | 131,314,398                 |   | $      | 6,712,566     |   | $      | (35,977          | )      | $      | 137,990,987               |   |
|                              |   |        |                             |   |        |               |   |        |                  |   |        |                           |   |

     Construction    in progress consists of payments to various vendors related to the Authority’s    master plan development and land improvements. Substantially all of the Authority's    personal property is pledged as collateral to secure its debt. The Authority    has $670,000 in capital lease assets with related accumulated depreciation    of $111,667 as of June 30, 2005.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

| **8.** | **ACCRUED LIABILITIES**                                                                |
|--------|----------------------------------------------------------------------------------------|
|   |                                                                                   |
|   | Accrued liabilities consist of the followingas of June 30, 2005 and December 31, 2004: |

|                                              |   |              |      |                  |   |      |   |
|---------------------------------------------------|--------|-------------------|-----------|-----------------------|--------|-----------|--------|
|                                              |   | **June 30, 2005** |      | **December 31, 2004** |   |
|                                              |   |                   |           |                  |        |           |   |
| Accrued in-house progressive        slot jackpots |   | $                 | 337,264   |                  | $      | 1,031,468 |   |
| Accrued payroll and related        benefits       |   |              | 2,020,891 |                  |   | 1,620,177 |   |
| Accrued interest                                  |   |              | 3,250,000 |                  |   | 3,325,000 |   |
| Accrued credit enhancement fees                   |   |              | 426,254   |                  |   | 389,271   |   |
| Accrued other expenses                            |   |              | 224,886   |                  |   | 213,962   |   |
|                                              |   |                   |           |                  |        |           |   |
|                                              |   |              |      |                  |   |      |   |
| Total accrued liabilities                         |   | $                 | 6,259,295 |                  | $      | 6,579,878 |   |
|                                              |   |                   |           |                  |        |           |   |

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

|   |                                                                                 |
|--------|--------------------------------------------------------------------------------------|
|   | Long-term debt consisted of the following as of June 30, 2005 and December 31, 2004: |

|                                                 |   |                |        |                   |   |        |   |
|------------------------------------------------------|--------|---------------------|-------------|------------------------|--------|-------------|--------|
|                                                 |   | **June 30,   2005** |        | **December 31,  2004** |   |
|                                                      |        |                     |             |                        |        |             |        |
|                                                 |   |                |        |                   |   |        |   |
| 9 3/4% Senior Notes, net of original issue discount, |   | $                   | 197,864,086 |                   | $      | 197,695,461 |   |
| Due 2011                                             |   |                |        |                   |   |        |   |
| DCC Subordinated Note                                |   |                | —      |                   |   | 10,000,000  |   |
| Vehicle Note                                         |   |                | 65,493      |                   |   | 63,768      |   |
| Capital Lease Obligations ( see Note 10)             |   |                | 262,455     |                   |   | 504,635     |   |
|                                                      |        |                     |             |                        |        |             |        |
|                                                 |   |                |        |                   |   |        |   |
| Total long-term debt                                 |   |                | 198,192,034 |                   |   | 208,263,864 |   |
| Less current portion                                 |   |                | (204,999    | )                      |   | (10,441,139 | )      |
|                                                      |        |                     |             |                        |        |             |        |
|                                                 |   |                |        |                   |   |        |   |
| Total long-term debt–net of current maturities  |   | $                   | 197,987,035 |                   | $      | 197,822,725 |   |
|                                                      |        |                     |             |                        |        |             |        |

     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 were 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 a redemption price that is at a premium to    the principal amount of the Notes, (expressed as percentages of principal    amount) plus accrued and unpaid interest.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     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, 2004,    the outstanding debt related to the Development Agreement was $10,000,000.    The outstanding debt related to the Development Agreement was fully repaid    on    March 13, 2005.

     ***Fair Value–***The Authority’s long-term debt is recorded at an amortized historical cost basis. The fair value of long-term debt approximates $ 221,000,000 at June 30, 2005.

| **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,    2005.The scheduled minimum lease payments are expected to be $85,246 for    the year ended December 31, 2005. The Authority last renewed the lease    agreement through August 17, 2005. The Authority expects to renew the lease    agreement upon its expiration.

     On    October 1, 2003, the Tribe entered into an operating lease agreement    for office and warehouse space to replace existing facilities. The Authority    uses a portion of the space and reimburses the Tribe lease fees allocated    based on the square footage utilized. The Authority reimbursed the Tribe    such lease fees in the amount of $131,753 and $97,305 for the three months    ended    June 30, 2005 and 2004, respectively; and $263,507 and $213,589 for the six    months ended June 30, 2005 and 2004, respectively. 

     On    September 1, 2004, the Authority entered into a five year capital lease to    purchase two licenses to operate three-card poker tables in the amount of    $120,000. The capital lease is at 7.25% interest with monthly lease fees    of $2,390 and a $1 buyout at the end of the lease term, expiring August 31,    2009.

     On    September 1, 2004, the Authority entered into a twelve month capital lease    to purchase two generators in the amount of $550,000. The capital lease is    at 24.3% interest with monthly payments of $56,975 and a $1 buyout at the    end of the lease term, expiring August 31, 2005.

     Lease    expense was $266,576 and $383,797 for the three months ended June 30, 2005    and 2004, respectively. Lease expense was $532,813 and $759,982 for the six    months ended June 30, 2005 and 2004 respectively 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 $367,583, $573,950, $577,359, $436,528 and $1,213    for    the years ending December 31, 2005, 2006, 2007, 2008 and 2009, respectively.

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

     ***Sonoma County Fire Marshal Inspection Case***

     On October 7, 2002, the Sonoma County Fire Chief filed an application in Sonoma County Superior Court for an inspection warrant to allow him to inspect the Tribe’s reservation, including the Casino. The Tribe removed the case to federal court. The Tribe had argued that there was no basis for the County Fire Chief to assert jurisdiction over the Tribe’s lands, which are owned in trust by the United States of America for the Tribe’s benefit, and are governed by tribal and federal law and the Compact.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     On    December 9, 2004, the Court entered an order granting in part and denying    in part the Tribe’s motion to dismiss for failure to state a claim    and denying the County’s motion for summary judgment. The order reaffirmed    the Court’s prior ruling that Public Law 280 does not authorize the    County Fire Chief to inspect the Tribe’s reservation or Casino. On    March 1, 2005, the Court issued an Order granting in part and denying in    part the Tribe’s motion to dismiss for failure to join necessary and    indispensable parties, holding that United States of America is an indispensable    party as to the road that provides ingress and egress to the Tribe’s    reservation from the public highway. On April 29, 2005, the Court entered    its final order granting the Tribe's motion for summary judgment on the remaining    issue of whether exceptional circumstances existed that supported the issuance    of an inspection warrant for the Tribe's Casino, and entered judgment on    the entire action in the Tribe's favor. The County Fire Chief filed a notice    of appeal in late May, 2005, and briefing on the appeal will occur in the    Fall of 2005, with oral arguments and a decision on the merits to follow    thereafter.

|   | ***Inaja Cosmit Band of Mission Indians v. CGCC*** |
|--------|----------------------------------------------------|

     Five    California tribes that did not enter into the same form of tribal-state compact    as did the Tribe and 60 other tribes (together, the “Compact Tribes”),    sued the CGCC in Sacramento Superior Court. The plaintiffs challenge the    methodology by which the CGCC calculates the amount of payments required    under the compacts to be paid by Compact Tribes into the Revenue Sharing    Trust Fund (“RSTF”). The plaintiffs allege that the methodology adopted by    the CGCC has resulted in underpayment to tribes eligible to receive RSTF    payments    of upwards to $10,000,000 dollars. The claim is based on the CGCC's treatment    of the initial $1,250 license fee as refundable and as a credit, and its    exemption of the first 350 gaming device licenses from quarterly license    fees.

     On June 28, 2005, the Superior Court denied the CGCC's motion to dismiss, ruling that the Compact Tribes are, as the CGCC argued, necessary and indispensable parties because the action is intended to affect the amount of payments they make to the RSTF, and, finding further, that the Compact Tribes can be joined as parties to the litigation despite their sovereign immunity because the plaintiff tribes were “third party beneficiaries” of the Compact. If the plaintiffs are successful, the Tribe could be liable for a portion of the damages. 

      We are involved in other litigation and disputes from time to time in the ordinary course of business with vendors and patrons. We believe that the aggregate liability, if any, arising from such litigation or disputes will not have a material adverse effect on our results of operations, financial condition or cash flows. 

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

     The Compact requires the Authority to pay a quarterly fee to the State of California’s 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, 2005 and 2004, respectively.

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

     The Authority is an unincorporated instrumentality of the Tribe formed pursuant to a 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 would be liable for such claims if    the Tribe waived its sovereign immunity to an extent that allowed enforcementof such claims against the Authority’s business or assets.

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     The    Authority renewed an employment agreement on December 24, 2004 with Mr. Douglas    Searle as the Chief Executive Officer of the Authority. This three year employment    agreement provides for the payment to Mr. Searle of an initial annual base    salary of $300,000, with 5% annual increases. Mr. Searle will also receive    a fixed annual bonus equal to 15% of his annual base salary. In addition,    Mr. Searle will be entitled to an annual discretionary bonus of up to 25%    of his annual base salary based on various subjective criteria. If Mr. Searle’s    employment is terminated for reasons other than cause, including death or    disability, Mr. Searle will be entitled to his salary for three months and    a bonus equal to 25% of hisprior year’s bonus. Either party may terminate the agreement within 90dayswritten notice.

     The    Tribe has an employment agreement with Mr. Norman Runyan to serve as the    Chief Operating Officer of the Casino. This three year employment agreement    commenced in October 2002 and provides Mr. Runyan an annual salary of $200,000    and a discretionary bonus, as determined by the Tribal Board, of not less    than 7% and not more than 25% of his annual salary based on various criteria.    If Mr. Runyan’s employment is terminated for other reasons set forth    in the employment agreement, including death or disability, Mr. Runyan would    be entitled to his salary for three months. Either party may terminate the    agreement within 60 days’ written notice.

     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, 2005, the Authority has entered into purchase commitments of $1,139,144 principally relating to construction of parking structures and infrastructure improvements.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

**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*

     We have historically operated as a separate wholly-owned operating property of the Tribe. We were 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 (the “Notes”), on November 13, 2003, 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 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, Pai Gow poker and Mini-baccarat), 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 1,600 slot machines.The history of our operations is as follows:

|  | • | On September 14, 2002, we commenced operations with approximately 66 gaming devices 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 devices in preparation for the opening of our entire gaming facility. During such period, the number of gaming devices operated 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 Players Club, 16 table games and an additional 302 gaming devices. |

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

|  |   |                                                                                            |
|--|--------|-------------------------------------------------------------------------------------------------|
|  | • | On February 3, 2005, we increased the number of table games from 16 to our current total of 24. |

     On November 7, 2003, we issued the Notes. A portion of the net proceeds from the sale of the Notes was used to fund our expansion project, which includes three new parking structures and infrastructure improvement, to repay 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 our revenues and substantially all of our 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 three new parking structures.    The parking structures portion of the expansion project was completed in    two    phases and our existing gaming facility remained open during construction.    On October 29, 2004, we obtained a temporary certificate of occupancy to    open    the entire first parking for self and valet parking. On December 1, 2004,    we received a certificate of substantial completion on the first parking    structure. The second phase, which included our second and third new parking    structures with approximately 445 and approximately 470 spaces, respectively,    opened on December 29, 2004. We renewed our temporary certificate of occupancy    on August 1, 2005. As of June 30, 2005, we have available parking spaces    to accommodate a total of approximately 1,735 customer parked vehicles and    2,100    vehicles when operated by a valet service. 

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**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 fordoubtful 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. |
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|  |   |                                                                                                                                                                                                                                                                                 |
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|  | • | *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. |

|  |   |                                                                                                                                                                                                                                                                                                                            |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | • | *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. |

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | • | *Accrued Slot Players Club*– In accordancewith Emerging Issues Task Force Issue No. 00-22, Accounting for “Points” andCertain Other Time-Based or Volume-Based Sales Incentive Offers and Offers forFree Products or Services to be Delivered in the Future, we have recorded a liabilityrelated to prizes and cash incentives earned by the members of our Player’sClub and have adjusted the liability for the estimated future breakage. We haverecorded the cost of the estimated redemption of the liability related to prizesas an operating expense and the estimated redemption of the liability relatedto cash as promotional allowance in the accompanying statements of revenues,expenses and changes in fund deficit. |

|  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | • | *Contingencies –*We assess our exposuresto loss contingencies, including legal matters, and provide for an exposure ifit is judged to be probable and estimable. If the actual loss from a contingencydiffers from management’s estimate, operating results could be impacted.As of June 30, 2005, we have determined that no accruals for claims and legalactions are required. If circumstances surrounding claims and legal actions change,the addition of accruals for such items in future periods may be required, whichaccruals 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 followedall 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) equity as traditionally represented under FASB pronouncements. The most comparable measure of owners’ (deficit) equity presented on our balance sheet would be fund deficit. |

**Results of Operations**

**Comparison of the three months ended June 30, 2005 and 2004**

     *Net      Revenues*. Our net revenues for the three months ended June 30, 2005      increased by $10.4 million to $35.8 million from $25.4 million for the      three months ended June 30, 2004. The increase is attributed to more frequent      and longer visits from guests due to our increased parking capacity and      our expanded bus program. Approximately 97.4% of our net revenues were      from our gaming activities in the second quarter of 2005. We generated      $31.0      million from slot machines and $3.8 million from table games for the three      months ended June 30, 2005 compared to $22.2 million and $2.3 million for      the three months ended June 30, 2004.Our win per slot machine per day was      $215 in the second quarter of 2005 which increased from $153 in the second      quarter of 2004. The increase is a result of the significant increase in      the number of patrons from drive ups and the expansion of our bus program.

     We    generated $1.8 million and $1.2 million in food, beverage and retail sales    for three months ended June 30, 2005 and 2004. The increase is a result of    increased number of patrons. The retail value of our food and beverage provided    to customers without charge is included in gross revenues and then deducted    as promotional allowances.

     *Operating      expenses.* Operating expenses for the three months ended June 30, 2005      were $25.8 million, or 72.0% of net revenues, compared to $18.2 million,      or 71.7% of net revenues, for the three months ended June 30, 2004. The      increase is attributable to our increased marketing efforts. Our operating      costs as a percentage of net revenues remained constant.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

      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. Our Casino expense for the three    months ended June 30, 2005 increased to $5.2 million, or 15.0% of Casino    revenues, from $4.7 million, or 19.2% of Casino revenues, for the three months    ended June 30, 2004. The increase in Casino expense is attributable to the    increased operational activities as we increased the parking spaces and our    expanded bus programs. Our Casino expense as a percentage of Casino revenues    decreased due to increased labor efficiencies and our ability to leverage    certain fixed Casino costs over increasedCasino revenues.

     Food,    beverage and retail expense for the three months ended June 30, 2005 was    $1.6 million, or 88.0% of food, beverage and retail revenue, compared to    $1.1 million, or 94.0% of food and beverage revenue for the three months    ended June 30, 2004. Such decrease in the expense ratio is attributable to    increased labor efficiency.

     Selling,    general and administrative expense for the three months ended June 30, 2005    increased by $4.9 million to $13.6 million, or 38.4% of net revenues, from    $8.7 million, or 34.2 % of net revenues, for the three months ended June    30, 2004. The increase in selling, general and administrative expense is    mainly attributable to increased marketing efforts.

     Depreciation    expense for the three months ended June 30, 2005 was $2.8 million compared    to $1.5 million for the three months ended June 30, 2004. 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 having a full quarter of depreciation for the three parking structures.

      We    began paying the Credit Enhancement Fee in June 2003. The Credit Enhancement    Fee was $1.9 million and $1.4 million for the three months ended June 30,    2005 and 2004. The increase is attributable to our greater net income.

     Gaming    Commission expense was $0.4 million compared to $0.5 million for the three    months ended June 30, 2005 and 2004. 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.

     Compact    revenue sharing trust fund (“RSTF”) expense remained the same at    $0.3 million for the three months ended June 30, 2005 and 2004. Compact revenue    sharing trust fund includes payments associated with operating 1,600 gaming    devices. 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.    Compact revenue sharing trust fund expense includes payments to the 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 (“CGCC”)    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.

     *Income      from operations.* Income from operations for the three months ended      June 30, 2005 was $10.0 million, or 28.2% of net revenues, compared      to $7.2 million or 28.3% of net revenues for the three months ended June      30, 2004. Our income from operations as a percentage of net revenues remained      constant.

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     *Other expense, net.* Other expense, net for the three months ended June 30, 2005 decreased to $5.2 million, or 14.6% of net revenues from $5.4 million, or 21.3% of net revenue, for the three months ended June 30, 2004. Other expense, net included $5.2 million of interest expense for the three months ended June 30, 2005, compared to $5.5 million of interest expense (net of capitalized interest of $0.9 million) for the three months ended June 30, 2004.

     *Income before distributions to Tribe.* Income before distributions to Tribe for the three months ended June 30, 2005 increased by $3.0 million to $4.8 million, or 13.6% of net revenues, from $1.8 million, or 7.0% of net revenues for the three months ended June 30, 2004.

**Comparison of the six months ended June 30, 2005 and 2004**

     *Net      revenues.* Net revenues for the six months ended June 30, 2005 increased      by $17.6 million to $68.5 million from $50.9 million for the six months      ended June 30, 2004. The increase is attributed to the Casino’s full-scale      operation and having all three parking structures open in the six months      ended June 30, 2005. Approximately 97.2% of our net revenues were from      our gaming activities in the six months ended June 30, 2005. We generated      $59.4 million from slot machines and $7.2 million from table games for      the six months ended June 30, 2005. Our win per slot machine per day was      $215 in the first six months of 2005 which increased from $152 in the first      six months of 2004. The increase is a result of the significant increase      in the number of patrons from drive ups and the expansion of our bus program.

     We    generated $3.4 million and $2.4 million in food, beverage and retail sales    for six months ended June 30, 2005 and 2004. The increase is a result of    increased number of patrons. The retail value of our food and beverage provided    to customers without charge is included in gross revenues and then deducted    as promotional allowances.

     *Operating      expenses*. Operating expenses for the six months ended June 30, 2005      were $48.5 million, or 70.9% of net revenues, compared to $36.2 million,      or 71.1% of net revenues, for the six months ended June 30, 2004. The increase      in operating expenses of $12.3 million is attributable to increased gaming      activities. However, our operating costs as a percentage of net revenues      remained constant. 

     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. Our Casino expense for the six    months ended June 30, 2005 increased to $10.6 million, or 15.9% of Casino    revenues, from $9.1 million, or 18.6% of Casino revenues, for the six months    ended June 30, 2004. Our Casino expenses as a percentage of Casino revenues    decreased due to continuous increase in labor efficiencies and economies    of scale.

     Food,    beverage and retail expense for the six months ended June 30, 2005 was $3.1    million, or 90.0% of food, beverage and retail revenue, increasing from $2.5    million or 102.6% of food, beverage and retail revenue for the six months    ended June 30, 2004. Such decrease in the expense ratio is attributable to    continuous increase in labor efficiency.

     Selling, general and administrative expense for the six months ended June 30, 2005 increased by $6.9 million to $24.1 million, or 35.4% of net revenues, from $17.2 million, or 33.8% of net revenues, for the six months ended June 30, 2004. The increase in selling, general and administrative expense is mainly attributable to increased marketing efforts.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     Depreciation    expense for the six months ended June 30, 2005 was $5.4 million compared    to $3.1 million for the six months ended June 30, 2004. 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 having a half year of depreciation for the three parking structures.

     We    began paying the Credit Enhancement Fee in June 2003. The credit enhancement    fee was $3.8 million, or 5.6% of net revenues, for the six months ended June    30, 2005 compared to $2.7 million or 5.4% of net revenues for the six months    ended June 30, 2004. 

     Gaming Commission expense for the six months ended June 30, 2005 and 2004 remained the same at $0.9 million. 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 ofthe Tribal Gaming Commission, and the payment of our auditor's fees.

     Compact    revenue sharing trust fund expense remained the same at $0.7 million for    the six months ended June 30, 2005 and 2004. Compact revenue sharing trust    fund includes payments associated with operating 1,600 gaming devices. 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. Compact    revenue sharing trust fund expense includes payments to the 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 (“CGCC”) 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.

     *Income      from operations.* Income from operations for the six months ended June      30, 2005 was $19.9 million, or 29.2% of net revenues, compared to      $14.7 million or 28.9% of net revenues, for the six months ended June 30,      2004. Our income from operations is as a percentage of net revenues remained      constant.

     *Other expense, net.* Other expense, net for the six months ended June 30, 2005 increased to $10.5 million, or 15.5% of net revenues from $9.4 million, or 18.4% of net revenues, for the six months ended June 30, 2004. Other expense, net included $10.6 million of interest expense for the six months ended June 30, 2005, compared to $9.6 million of interest expense (net of capitalized interest of $1.4 million) for the six months ended June 30, 2004.

     *Income before distributions to Tribe*. Income before distributions to Tribe for the six months ended June 30, 2005 increased by $4.0 million to $9.4 million, or 13.8% of net revenues from $5.4 million, or 10.5% of net revenues for the six months ended June 30, 2004.

**Liquidity and Capital Resources**

     Since our inception, we have funded our capital expenditures and working capital requirements primarily through debt financing, gaming equipment supplier financing, other 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, 2005, we had spent approximately $71.4 million on the planning, development and construction of our gaming facility, infrastructure and furniture, fixtures and equipment excluding the expansion project. We financed the development with borrowings and development advances, which funded the development of our site and costs associated with construction. 

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     We    originally expected completion of our expansion project to cost $64.6 million,    which we planned to fund with $61.4 million from the net proceeds of the    offering of the Notes and $3.2 million from an advance from the Tribe. From    the proceeds from the offering of the Notes, we had also placed an additional    $10.0 million in a construction escrow account to be available to fund additional    construction contingencies. 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.

     During    the spring of 2004, we revised our budget for the expansion project to approximately    $73.7 million of which we have spent $72.6 million as of June 30, 2005. Our    final budget estimate is comprised of $39.4 million for the three parking    structures, which is $0.5 million more than our original budget, and $34.3    million for infrastructure improvements, which is $8.6 million more than    our original estimate. The budget for the expansion project was greater than    original estimates because in an effort to expedite construction, 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 expect to spend the remaining $1.1 million to complete the expansion project.

     As    of June 30, 2005, we spent $0.6 million on the development of an approximately    18-acre parcel of land adjacent to the Tribe’s reservation (referred    to as the “Dugan property development”) which is expected to    include an additional access road to our Casino. We have $4.4 million remaining    in a restricted account funded from the proceeds of the offering of the Notes    for the Dugan property development.

     Our    capital expenditures for the six months ended June 30, 2005 and 2004 were    $12.2 million and $31.3 million, respectively. This decrease in 2005 is primarily    attributable to the completion of our expansion project and infrastructure    improvements.

     As    of June 30, 2005, we had cash, cash equivalents and restricted cash of $18.3    million, as compared to $34.8 million as of December 31, 2004. We had restricted    cash of $7.4 million as of June 30, 2005 compared to $16.2 million as of    December 31, 2004. Our principal source of liquidity during the six months    ended June 30, 2005 consisted of cash flow from operating activities. Net    cash provided by operating activities for the six months ended June 30, 2005    was $28.4 million, an increase of $11.3 million from $17.1 million for the    six months ended June 30, 2004.

     Restricted    cash consists of net proceeds from the offering of the Notes and investment    earnings thereon 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 for the development of the Dugan property. Our    restricted cash is held in escrow accounts that can only be used for authorized    construction disbursements until the related projects are completed.

     Net    cash used for capital and related financing activities for the six months    ended June 30, 2005 was $30.9 million, compared to $11.4 million net cash    used for capital and related financing activities for the six months ended    June 30, 2004. Cash flow used in capital and related financing activities    was primarily for repayment of the promissory note to DCC in the amount of    $10.0 million and for the completion of parking structure and related infrastructure.    Cash flow used in non-capital financing activities for the six months ended    June 30, 2005 was $5.2 million, an increase of $2.2 million from $3.0 million    for the six months ended June 30, 2004. Cash flow used in non-capital financing    activities consisted ofdistributions to the Tribe.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     We believe that existing cash balances and cash from operations as well as permitted disbursements from our restricted cash escrow accounts will provide adequate funds for our working capital needs, planned capital expenditures 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 Notes indenture limits our ability to incur additionalindebtedness.

**Contractual Obligations as of June 30, 2005**

     The following table summarizes our contractual obligations and commitments as of June 30, 2005:

|                        |   |   | **Total**   |   |   | **Less than****1 year** |   |   | **1-3 years** |   |   | **3-5 years** |   |   | **More than****5 years** |   |
|-----------------------------|--------|--------|-------------|--------|--------|-------------------------|--------|--------|---------------|--------|--------|---------------|--------|--------|--------------------------|--------|
|                        |   |        |             |   |        |                         |   |        |               |   |        |               |   |        |                          |   |
| Long term debt obligations  |   | $      | 200,065,493 |   | $      | 23,484                  |   | $      | 42,009        |   | $      | —        |   | $      | 200,000,000              |   |
| Purchase Obligations        |   |   | 1,139,144   |   |   | 1,139,144               |   |   | —        |   |   | —        |   |   | —                   |   |
| Operating Lease Obligations |   |   | 1,956,633   |   |   | 652,972                 |   |   | 1,157,021     |   |   | 146,640       |   |   | —                   |   |
| Capital lease obligations   |   |   | 262,455     |   |   | 181,515                 |   |   | 48,946        |   |   | 31,994        |   |   | —                   |   |
|                        |   |        |             |   |        |                         |   |        |               |   |        |               |   |        |                          |   |
|                        |   |   |        |   |   |                    |   |   |          |   |   |          |   |   |                     |   |
| Total obligations (c)       |   | $      | 203,423,725 |   | $      | 1,997,115               |   | $      | 1,247,976     |   | $      | 178,634       |   | $      | 200,000,000              |   |
|                        |   |        |             |   |        |                         |   |        |               |   |        |               |   |        |                          |   |

     (a)      Long term debt obligations do not include interest payments of $19.5 million in less than 1 year; $58.5 million in 1-3 years; $39.0 million in 3-5 years and $10.1 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. The Compact requires us to pay a quarterly fee of $0.4 million to the revenue sharing trust fund, based on the number of licensed gaming devices operated by the Tribe.

**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.

     We    had initially applied for a liquor license for our Casino in 2002. On September    15, 2004, the California Department of Alcohol Beverage Control (“ABC”)    decided to recommend the denial of our alcohol license application based    upon a finding by the California State Fire Marshal that although the Casino    was in compliance with applicable building codes, if alcohol were served    in the Casino, it would fall out of compliance. We believe that we are in    compliance with all applicable safety codes required to obtain an alcohol    license for the Casino. In May 2005, we contested the ABC’s denial    before an administrative law judge. The administrative hearing office received    the administrative law judge’sproposed decision on August 1, 2005. This proposed decision will be submitted    to the ABC chief counsel within 24 hours. After it leaves the chief counsel's    office, it will be up to the ABC to release the proposed decision to the    public. According to the Administrative Procedure Act, the ABC has up to    30 days from receipt of the proposed decision to release it to us and the    public. We    expect to see this proposed decision on or before August 31, 2005.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

     Since we are a governmental instrumentality of the Tribe located on reservation land held in trust by the United States of America, we are not 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 fromoperations.

**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, 2005, 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**

     We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in our reports filed with, or furnished to, the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) and 15d-15(e) ofthe Exchange Act.

     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, 2005. 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 as 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.

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

**PART II. OTHER INFORMATION**

**ITEM 1. LEGAL PROCEEDINGS**

     ***Sonoma County Fire Marshal Inspection Case***

     On October 7, 2002, the Sonoma County Fire Chief filed an application in Sonoma County Superior Court for an inspection warrant to allow him to inspect the Tribe’s reservation, including the Casino. The Tribe removed the case to federal court. The Tribe had argued that there was no basis for the County Fire Chief to assert jurisdiction over the Tribe’s lands, which are owned in trust by the United States of America for the Tribe’s benefit, and are governed by tribal and federal law and the Compact.

     On    December 9, 2004, the Court entered an order granting in part and denying    in part the Tribe’s motion to dismiss for failure to state a claim    and denying the County’s motion for summary judgment. The order reaffirmed    the Court’s prior ruling that Public Law 280 does not authorize the    County Fire Chief to inspect the Tribe’s reservation or Casino. On    March 1, 2005, the Court issued an Order granting in part and denying in    part the Tribe’s motion to dismiss for failure to join necessary and    indispensable parties, holding that United States of America is an indispensable    party as to the road that provides ingress and egress to the Tribe’s    reservation from the public highway. On April 29, 2005, the Court entered    its final order granting the Tribe’s motion for summary judgment on    the remaining issue of whether exceptional circumstances existed that supported    the issuance    of an inspection warrant for the Tribe’s casino, and entered judgment    on the entire action in the Tribe’s favor. The County Fire Chief filed    a notice of appeal in late May, 2005, and briefing on the appeal will occur    in the    Fall of 2005, with oral arguments and a decision on the merits to follow    thereafter.

|   | ***Inaja Cosmit Band of Mission Indians v. CGCC*** |
|--------|----------------------------------------------------|

     Five    California tribes that did not enter into the same form of tribal-state compact    as did the Tribe and 60 other tribes (together, the “Compact Tribes”),    sued the CGCC in Sacramento Superior Court. The plaintiffs challenge the    methodology by which the CGCC calculates the amount of payments required    under the compacts to be paid by Compact Tribes into the Revenue Sharing    Trust Fund (RSTF). The plaintiffs allege that the methodology adopted by    the CGCC has resulted in underpayment to tribes eligible to receive RSTF    payments    of upwards to $10,000,000 dollars. The claim is based on the CGCC’s    treatment of the initial $1,250 license fee as refundable and as a credit,    and its    exemption of the first 350 gaming device licenses from quarterly license    fees.

     On June 28, 2005, the Superior Court denied the CGCC's motion to dismiss, ruling that the Compact Tribes are, as the CGCC argued, necessary and indispensable parties because the action is intended to affect the amount of payments they make to the RSTF, and, finding further, that the Compact Tribes can be joined as parties to the litigation despite their sovereign immunity because the plaintiff tribes were “third party beneficiaries” of the Compact. If the plaintiffs are successful, the Tribe could be liable for a portion of the damages.

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     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 |

|   |   |
|--------|--------|
|   | None   |

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

**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 15, 2005 | RIVER ROCK ENTERTAINMENT AUTHORITY     (Registrant) |
|                   |                                                     |   |
|                   | By:                                                      | /s/Douglas Searle |
|                   |                                                     | Name: Douglas Searle |
|                   |                                                     | Title: Chief Executive Officer |
|                   |                                                     |   |
|                   | By:                                                      | /s/ Yuan Fang (Yvonne) Mao |
|                   |                                                     | Name: Yuan Fang (Yvonne) Mao |
|                   |                                                     | Title: Chief Financial Officer |

 

                             

                              

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the Dry CreekRancheria Band of Pomo Indians)**

**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 ofthe 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)                                                                                                                                                                                                                         |   |

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

| 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)                                                                                                                                                                                                                           |   |

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**RIVER ROCK ENTERTAINMENT AUTHORITY****(A Governmental Instrumentality of the DryCreek Rancheria Band of Pomo Indians)**

| 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)                                                                                                                                                                                                                 |   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                           |   |

 

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

| 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) |   |

 

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