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|                                                                                         |
|----------------------------------------------------------------------------------------------|
|                                                                                         |
| **UNITED STATES****SECURITIES 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 September 30, 2004 |   |   |
|                                                                                         |   |   |   |   |
|                                                                     |   | OR |   |   |
|                                                                                         |   |   |   |   |
|                                                                                         |   | TRANSITION REPORT PURSUANT TO SECTION       13 OR 15(d) OFTHE    SECURITIES EXCHANGE ACT OF 1934.    For the transition period from ____ to ____ |   |   |
|                                                                                         |
| **Commission File Number: 333-115186**                                                       |
|                                                                                         |
| **RIVER ROCK ENTERTAINMENT AUTHORITY**(Exact name of registrant as specified in its charter) |

|                                                                   |                              |                |
|------------------------------------------------------------------------|-----------------------------------|---------------------|
| **Not Applicable**                                                     |                              | **68-0490898**      |
| (State or other jurisdiction of                                        |                              | (I.R.S. Employer    |
| incorporation or organization)                                         |                              | Identification No.) |
|                                                                   |                              |                |
|                                                                   | **3250 Highway 128 East**         |                |
|                                                                   | **Geyserville, 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 forsuch 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 AUTHORITY**                                                             |   |   |
|---------------|--------|----------------------------------------------------------------------------------------------------|--------|--------|
|          |   | **INDEX TO FORM 10-Q**                                                                             |   |   |
|          |   |                                                                                               |   |   |
| Item          |   | Description                                                                                        | Page   |   |
|          |   |                                                                                               |   |   |
|          |   | **PART I – FINANCIAL INFORMATION**                                                            |   |   |
|          |   |                                                                                               |   |   |
| 1.            |   | Financial Statements (unaudited)                                                                   |   |   |
|          |   | Balance Sheets-                                                                                    |   |   |
|          |   |      September 30, 2004 and December 31, 2003                             | 1      |   |
|          |   | Statement of Revenues, Expenses and Changes in Fund Deficit -                                      |   |   |
|          |   |      Three-Months ended September 30, 2004 and 2003 and Nine-Months ended |   |   |
|          |   |      September 30, 2004 and 2003                                          | 2      |   |
|          |   | Statements of Cash Flows -                                                                         |   |   |
|          |   |      Nine-Months ended September 30, 2004 and 2003                        | 3      |   |
|          |   | Notes to unaudited Financial Statements                                                            | 5      |   |
| 2.            |   | Management’s Discussion    and Analysis of Financial Condition                                |   |   |
|          |   |      and Results of Operations                                            | 15     |   |
| 3.            |   | Quantitative and Qualitative Disclosures About Market Risk                                         | 24     |   |
| 4.            |   | Controls and Procedures                                                                            | 24     |   |
|          |   |                                                                                               |   |   |
|          |   | **PART II – OTHER INFORMATION**                                                               |   |   |
|          |   |                                                                                               |   |   |
| 1.            |   | Legal Proceedings                                                                                  | 24     |   |
| 6.            |   | Exhibits and Reports on Form 8-K                                                                   | 24     |   |
|          |   |                                                                                               |   |   |
| Signature     | 25     |                                                                                               |
|          |   |                                                                                               |   |   |
| Exhibit Index | 26     |                                                                                               |

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

| **BALANCE SHEETS(Unaudited)**                                                                |
|----------------------------------------------------------------------------------------------|
|                                                                                         |   |   |   |   |
|                                                                                         |   |   |   |   |
|                                                                                         | **September 30, 2004** |   | **December 31, 2003** |   |
|                                                                                         |  |   |  |   |
|           **ASSETS**                       |   |   |   |   |
|                                                                                         |   |   |   |   |   |   |
| CURRENT ASSETS:                                                                              |   |   |   |   |   |   |
|    Cash and cash equivalents                                                  | $ | 24,979,355 |   | $ | 16,897,644 |   |
|    Restricted cash-current                                                    |   | 8,012,730 |   |   | 13,304,106 |   |
|    Accounts receivable                                                        |   | 76,618 |   |   | 106,748 |   |
|    Inventories                                                                |   | 351,036 |   |   | 149,401 |   |
|    Prepaid expenses and other current assets                                  | 536,525 |   |   | 882,933 |   |
|                                                                                         |  |  |   |  |  |   |
|          Total current assets                   |   | 33,956,264 |   |   | 31,340,832 |   |
|                                                                                         |  |  |   |  |  |   |
| RESTRICTED CASH-Net of Current                                                               |   | 25,224,915 |   |   | 56,762,374 |   |
|                                                                                         |  |  |   |  |  |   |
| PROPERTY AND EQUIPMENT:                                                                      |   |   |   |   |   |   |
|    Buildings and improvements                                                 |   | 41,731,224 |   |   | 40,345,177 |   |
|    Furniture, fixtures and equipment                                          |   | 22,484,194 |   |   | 20,512,559 |   |
|                                                                                         |  |  |   |   |  |   |
|                                                                                         |   | 64,215,418 |   |   | 60,857,736 |   |
| Accumulated depreciation                                                                     |   | (9,222,951 | ) |   | (4,610,859 | ) |
| Construction in progress                                                                     |   | 60,904,707 |   |   | 17,965,694 |   |
|                                                                                         |  |  |   |  |  |   |
|          Property and equipment-net             |   | 115,897,174 |   |   | 74,212,571 |   |
|                                                                                         |  |  |   |  |  |   |
| DEPOSITS AND OTHER ASSETS                                                                    |   | 7,343,864 |   |   | 7,864,059 |   |
|                                                                                         |  |  |   |  |  |   |
| TOTAL                                                                                        | $ | 182,422,217 |   | $ | 170,179,836 |   |
|                                                                                         |  |  |   |  |  |   |
|                                                                                         |   |   |   |   |   |   |
|           **LIABILITIES AND FUND DEFICIT** |   |   |   |   |   |   |
|                                                                                         |   |   |   |   |   |   |
| CURRENT LIABILITIES:                                                                         |   |   |   |   |   |   |
|    Accounts payable:                                                          |   |   |   |   |   |   |
|       Trade                                                    | $ | 2,917,187 |   | $ | 6,185,353 |   |
|       Construction                                             |   | 8,012,730 |   |   | 3,285,658 |   |
|    Capital Leases payable                                                     |   | 533,286 |   |   | — |   |
|    Accrued liabilities                                                        |   | 11,849,806 |   |   | 5,634,797 |   |
|    Current maturities of long-term debt                                       |   | 29,912 |   |   | 10,018,448 |   |
|                                                                                         |  |  |   |  |  |   |
|          Total current liabilities              |   | 23,342,921 |   |   | 25,124,256 |   |
|                                                                                         |   |   |   |   |   |   |
| LONG-TERM LIABILITIES:                                                                       |   |   |   |   |   |   |
|    Capital Lease payable                                                      |   | 95,745 |   |   | — |   |
|    Long-term debt - net of current maturities                                 | 207,652,388 |   |   | 197,410,354 |   |
|                                                                                         |  |  |   |  |  |   |
|          Total long-term liabilities            |   | 207,748,133 |   |   | 197,410,354 |   |
|                                                                                         |   |   |   |   |   |   |
| FUND DEFICIT:                                                                                |   |   |   |   |   |   |
|    Invested in capital assets-net of related debt                             | (91,880,871 | ) |   | (133,216,231 | ) |
|    Restricted for capital projects                                            |   | 33,237,645 |   |   | 70,066,480 |   |
|    Unrestricted                                                               |   | 9,974,389 |   |   | 10,794,977 |   |
|                                                                                         |  |  |   |  |  |   |
|          Total fund deficit                     |   | (48,668,837 | ) |   | (52,354,774 | ) |
|                                                                                         |   |   |   |   |   |   |
| TOTAL                                                                                        | $ | 182,422,217 |   | $ | 170,179,836 |   |
|                                                                                         |  |  |   |  |  |   |

The accompanying notes are an integral part of these unaudited financialstatements.

1

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**RIVER ROCK ENTERTAINMENT AUTHORITY(A Governmental Instrumentality of the Dry Creek Rancheria BandofPomo Indians)STATEMENTS OF REVENUES, EXPENSES AND CHANGES IN FUND DEFICIT(Unaudited)**

|                                       | **Three-Month**   |        | **Nine-Month**    |   |
|--------------------------------------------|-------------------|-------------|-------------------|--------|
|                                       | **Period Ended**  |        | **Period Ended**  |   |
|                                       | **September 30,** |        | **September 30,** |   |
|                                       |                   |        |                   |   |
|                                       |              |        |              |   |   |   |   |   |
|                                       | **2004**          |        | **2003**          |   | **2004** |   | **2003** |   |
|                                       |                   |        |                   |   |  |   |  |   |
| REVENUES:                                  |              |        |              |   |   |   |   |   |   |   |   |   |
| Casino                                     | $                 | 27,177,352  |              | $      | 21,391,186 |   | $ | 76,462,311 |   | $ | 45,272,989 |   |
| Food,    beverage & retail             |              | 1,513,930   |              |   | 696,568 |   |   | 3,911,778 |   |   | 1,403,343 |   |
| Other                                      |              | 151,768     |              |   | 113,071 |   |   | 421,816 |   |   | 245,694 |   |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
| Gross    revenues                          |              | 28,843,050  |              |   | 22,200,825 |   |   | 80,795,905 |   |   | 46,922,026 |   |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| Promotional allowance                      |              | (709,718    | )                 |   | (488,792 | ) |   | (1,740,532 | ) |   | (735,966 | ) |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
| Net    revenues                            |              | 28,133,332  |              |   | 21,712,033 |   |   | 79,055,373 |   |   | 46,186,060 |   |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES:                        |              |        |              |   |   |   |   |   |   |   |   |   |
| Casino                                     |              | 5,180,163   |              |   | 4,458,648 |   |   | 15,574,001 |   |   | 9,379,149 |   |
| Food,    beverage & retail             |              | 1,245,366   |              |   | 434,913 |   |   | 3,457,893 |   |   | 1,542,488 |   |
| Selling,    general and administrative     |              | 10,384,146  |              |   | 8,321,208 |   |   | 26,598,177 |   |   | 17,579,531 |   |
| Depreciation                               |              | 1,588,670   |              |   | 1,438,558 |   |   | 4,658,349 |   |   | 2,894,562 |   |
| Credit    enhancement fee                  |              | 1,061,711   |              |   | 1,408,750 |   |   | 3,806,665 |   |   | 1,709,208 |   |
| Gaming    commission expense               |              | 418,237     |              |   | 391,640 |   |   | 1,315,785 |   |   | 1,051,942 |   |
| Compact    revenue sharing trust fund      |              | 333,750     |              |   | 333,750 |   |   | 1,001,250 |   |   | 1,001,250 |   |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
| Total    Operating expenses                |              | 20,212,043  |              |   | 16,787,467 |   |   | 56,412,120 |   |   | 35,158,130 |   |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| INCOME FROM OPERATIONS                     |              | 7,921,289   |              |   | 4,924,566 |   |   | 22,643,253 |   |   | 11,027,930 |   |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| OTHER EXPENSE-Net                          |              |        |              |   |   |   |   |   |   |   |   |   |
| Interest    expense                        |              | (4,267,150  | )                 |   | (1,396,818 | ) |   | (13,848,312 | ) |   | (3,139,877 | ) |
| Interest    income                         |              | 113,665     |              |   | — |   |   | 396,953 |   |   | — |   |
| Gain    (Loss) on sale of assets           |              | (4,605      | )                 |   | — |   |   | (59,122 | ) |   | — |   |
| Other    expense                           |              | (416        | )                 |   | — |   |   | (637 | ) |   | — |   |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
| Other    expense-net                       |              | (4,158,506  | )                 |   | (1,396,818 | ) |   | (13,511,118 | ) |   | (3,139,877 | ) |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| INCOME BEFORE DISTRIBUTION TO TRIBE        |              | 3,762,783   |              |   | 3,527,748 |   |   | 9,132,135 |   |   | 7,888,053 |   |
| DISTRIBUTIONS TO TRIBE                     |              | (2,421,198  | )                 |   | (1,492,525 | ) |   | (5,446,198 | ) |   | (2,603,737 | ) |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
| NET INCOME    AFTER DISTRIBUTIONS TO TRIBE |              | 1,341,585   |              |   | 2,035,223 |   |   | 3,685,937 |   |   | 5,284,316 |   |
| FUND DEFICIT-Beginning of period           |              | (50,010,422 | )                 |   | (3,087,348 | ) |   | (52,354,774 | ) |   | (6,336,410 | ) |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |
|                                       |              |        |              |   |   |   |   |   |   |   |   |   |
| FUND DEFICIT-End of period                 | $                 | (48,668,837 | )                 | $      | (1,052,125 | ) | $ | (48,668,837 | ) | $ | (1,052,094 | ) |
|                                       |                   |             |              |        |  |   |  |  |   |  |  |   |

The accompanying notes are an integral part of these unauditedfinancial statements.

2

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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)**

|                                                                                                                   | **Nine-Month**          |        |
|------------------------------------------------------------------------------------------------------------------------|-------------------------|-------------|
|                                                                                                                   | **Period Ended**        |        |
|                                                                                                                   |  **September 30,** |        |
|                                                                                                                   |                         |        |
|                                                                                                                   |                    | **2004**    |   |   | **2003** |   |
|                                                                                                                   |                         |        |  |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                  |                    |        |   |   |   |   |
| Cash    received from gaming winnings and concessions                                                                  | $                       | 79,058,173  |   | $ | 46,676,332 |   |
| Cash    paid for salaries and benefits                                                                                 |                    | (19,681,716 | ) |   | (12,543,269 | ) |
| Cash    paid to suppliers                                                                                              |                    | (29,467,234 | ) |   | (11,988,217 | ) |
| Cash    paid for compact revenue sharing trust fund                                                                    |                    | (1,001,250  | ) |   | (1,001,250 | ) |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| Net    cash provided by operating activities                                                                           |                    | 28,907,973  |   |   | 21,143,596 |   |
|                                                                                                                   |                    |        |   |   |   |   |
| CASH FLOWS FROM CAPITAL AND RELATED                                                                                    |                    |        |   |   |   |   |
| FINANCING ACTIVITIES:                                                                                                  |                    |        |   |   |   |   |
| Proceeds    from long-term financing                                                                                   |                    | —      |   |   | 17,952,896 |   |
| Payments    of long-term debt                                                                                          |                    | (60,973     | ) |   | (4,436,758 | ) |
| Purchases    of property and equipment                                                                                 |                    | (38,561,391 | ) |   | (27,537,241 | ) |
| Change    in restricted cash                                                                                           |                    | 36,828,835  |   |   | 1,811,604 |   |
| Interest    paid                                                                                                       |                    | (10,054,200 | ) |   | (3,295,819 | ) |
| Credit    enhancement fee                                                                                              |                    | (3,403,382  | ) |   | — |   |
| Proceeds    on sale of assets                                                                                          |                    | 122,580     |   |   | — |   |
| Other                                                                                                                  |                    | (251,533    | ) |   | (414,822 | ) |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| Net    cash (used in) capital and related financing activities                                                         |                    | (15,380,064 | ) |   | (15,920,140 | ) |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| CASH FLOW FROM NON-CAPITAL FINANCING ACTIVITIES-                                                                       |                    |        |   |   |   |   |
| Distributions    to Tribe                                                                                              |                    | (5,446,198  | ) |   | (2,603,737 | ) |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| CHANGE IN CASH AND CASH EQUIVALENTS                                                                                    |                    | 8,081,711   |   |   | 2,619,719 |   |
|                                                                                                                   |                    |        |   |   |   |   |
| CASH AND CASH EQUIVALENTS, Beginning of the period                                                                     |                    | 16,897,644  |   |   | 872,168 |   |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| CASH AND CASH EQUIVALENTS, End of the period                                                                           | $                       | 24,979,355  |   | $ | 3,491,887 |   |
|                                                                                                                   |                         |             |   |  |  |   |
|                                                                                                                   |                    |        |   |   |   |   |
| RECONCILIATION OF INCOME BEFORE DISTRIBUTIONS       TO TRIBE TO NET CASH PROVIDED                                      |                    |        |   |   |   |   |
| BY OPERATING ACTIVITIES:                                                                                               |                    |        |   |   |   |   |
| Income    before Distributions to Tribe                                                                                | $                       | 9,132,135   |   | $ | 7,888,052 |   |
|                                                                                                                   |                    |        |   |   |   |   |
| Adjustments         to reconcile income before distributions to Tribe to net cash provided    by operating activities: |                    |        |   |   |   |   |
| Depreciation                                                                                                           |                    | 4,658,349   |   |   | 2,894,562 |   |
| Interest    Expense, net                                                                                               |                    | 13,848,312  |   |   | 3,139,877 |   |
| Credit    enhancement fee                                                                                              |                    | 3,806,665   |   |   | — |   |
| Loss    on sales of assets                                                                                             |                    | 59,122      |   |   | — |   |
| Changes    in operating assets and liabilities:                                                                        |                    |        |   |   |   |   |
| Accounts    receivable                                                                                                 |                    | 30,130      |   |   | (23,055 | ) |
| Inventories                                                                                                            |                    | (201,635    | ) |   | (182,269 | ) |
| Prepaid    expenses and other current assets                                                                           |                    | 346,400     |   |   | (475,155 | ) |
| Accounts    payable-trade                                                                                              |                    | (3,268,166  | ) |   | 5,622,004 |   |
| Accrued    liabilities                                                                                                 |                    | 496,661     |   |   | 2,279,580 |   |
|                                                                                                                   |                    |             |   |   |  |   |

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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)**

|                                                                           | **Nine-Month**    |       |
|--------------------------------------------------------------------------------|-------------------|------------|
|                                                                           | **Period Ended**  |       |
|                                                                           | **September 30,** |       |
|                                                                           |                   |            |  |  |  |   |
|                                                                           |              | **2004**   |   |   | **2003** |   |
|                                                                           |                   |            |   |   |  |   |
| Total    adjustments                                                           |              | 19,775,838 |   |   | 13,255,544 |   |
|                                                                           |                   |            |   |  |  |   |
|                                                                           |              |       |   |   |   |   |
| NET    CASH PROVIDED BY OPERATING ACTIVITIES                                   | $                 | 28,907,973 |   | $ | 21,143,596 |   |
|                                                                           |                   |            |   |  |  |   |
|                                                                           |              |       |   |   |   |   |
| SUPPLEMENTARY    SCHEDULE OF NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: |              |       |   |   |   |   |
| Acquisition    of property and equipment through third party financing         | $                 | 690,566    |   | $ | 6,937,240 |   |
| Acquisition    of property and equipment through accounts payable construction |              | 4,727,072  |   |   | 2,584,972 |   |
| Capitalized    interest included in purchases of property and equipment        |              | 2,545,626  |   |   | 1,091,413 |   |

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)**

**NOTES TO UNAUDITED FINANCIAL STATEMENTS**

| **1.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | **DESCRIPTION OF BUSINESS** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      River Rock Entertainment Authority (the “Authority”) is a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians (the“Tribe”), a federally recognized Indian tribe. River Rock Casino (the “Casino”) is a governmental development project of the Authority. The Casino offers Class III gaming (as defined by the Indian Gaming Regulatory Act) on triballand 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 becameeffective upon approval by the Secretary of Interior on May 5, 2000.                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      The Tribe opened a portion of the Casino, while construction was being completed, on September 14, 2002. Following completion of construction, the Casino wasfully 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 gamingbusiness 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 werepresented 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 thefinancial position and activity of only the Authority and do not purport to represent the financial position and activity of the Tribe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      The Authority is in the initial stages of operations. Income before distributions to Tribe was $3,762,783 for the three months ended September 30, 2004 and$9,132,135 for the nine months ended September 30, 2004. A fund deficit of $48,668,837 exists as of September 30, 2004. The Authority’s current assets exceeded its current liabilities by $10,613,343. On November 7, 2003, the Authority issued$200,000,000 in 93⁄4% Senior Notes, due 2011 (the “Notes”), and used a portion of the proceeds to reduce current payables, accruals and debt. The Authority’s ability to fund future debt service payments is dependent upon thesuccess of the Casino. Management believes that the full-scale casino will attract sufficient patronage levels to achieve profitability and to repay its indebtedness. The Authority currently generates significant cash flow from operations andexpects that its cash flow will increase substantially upon completion of construction of the enhanced parking structures. In addition, the Authority has not been subject to any local, state or federal income taxes. |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                           |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|
| **2.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      ***Accounting Standards***—The Authority prepares its financial statements in accordance with accounting principlesgenerally 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 theAuthority. 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 AccountingStandards 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 GASBpronouncements. 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 electedto 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 Dry Creek Rancheria Band of Pomo Indians)**

**NOTES TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**

     There are differences between financial statements prepared in accordance with GASB pronouncements and those prepared in accordance with FASB pronouncements. The statements of revenues,expenses and changes in fund deficit is a combined statement under GASB pronouncements, FASB pronouncements allow a statement of income or operations and a separate statement of owners’ or shareholders’ equity deficit, which is wheredistributions to owners would be presented under FASB pronouncements. The amount shown as income (loss) before distributions to Tribe would not be different if the Authority followed all FASB pronouncements to determine net income and would be themost 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 representedunder FASB pronouncements.  The most comparable measure of owners’ equity deficit is presented on the Authority’s balance sheet as fund deficit.

     ***New Accounting Pronouncements***—In June 1997, GASB issued Statement No. 34, *Basic FinancialStatements*—*and Management’s Discussion and Analysis*—*for State and LocalGovernments,* which becomes effective for the Authority for the year ending December 31, 2004. The statement modifies the reporting requirements for basic financial statements and the required supplementaryinformation for general-purpose governments. In June 2001, GASB also issued Statement No. 37, *Basic Financial Statements—and Management’s Discussion and Analysis—for State and Local Governments:Omnibus,*and Statement No. 38,*Certain Financial Statement Disclosures.* These also become effective for the fiscal year ending December 31, 2004. The adoption of these statements on the financial statements did nothave a material impact on the financial statements of the Authority.

     In March 2003, GASB issued Statement No. 40, *Deposit and Investment Risk Disclosures—an amendment of GASB Statement No. 3*, which becomes effective for the Authority for the year ending December 31, 2005. This statement requires state and local governments to communicate key information about deposit and investment risks. The impact of adoption of thisstatement on the financial statements of the Authority has not yet been determined. 

     In November 2003, the GASB issued Statement No. 42, *Accounting and Financial Reporting for Impairment of Capital Assets and for InsuranceRecoveries*, effective for periods beginning after December 15, 2004. Earlier application is encouraged. This statement establishes accounting and financial reporting standards for impairment of capital assets.This statement also clarifies and establishes accounting requirements for insurance recoveries. The impact of adoption of this statement on the financial statements of the Authority has not yet been determined. 

     ***Use of Estimates***—The preparation of financial statements in conformity with accounting principles generally accepted in the United Statesrequires 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 purchaseas 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. 

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

**NOTES TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**

     ***Restricted Cash***—Restricted cash consists of estimated construction expenses for three parking structures, related infrastructure improvementsand construction contingencies. It also includes funds that are reserved for additional construction contingencies and the funds necessary to develop an approximately 18-acre parcel of land adjacent to the Tribe's reservation, which is expected tobe used primarily to build an additional access road to the Tribe’s reservation. These funds are held in escrow accounts which are restricted for authorized construction disbursements. These escrow accounts are invested in Certificates ofDeposit, 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. Restrictedcash was $33,237,645 and $70,066,480 at September 30, 2004 and December 31, 2003, respectively. 

     ***Property and Equipment***—Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line methodover the estimated useful lives of the assets as follows: 

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

     The Authority evaluates    its property and equipment for impairment in accordance with the FASB’s Statement of Financial Accounting Standards (“SFAS”)    No. 144, *Accounting for the Impairment or Disposal of Long-Lived Assets*. When events or circumstances indicate that an asset should be reviewed for impairment, the Authority compares the undiscountedcash 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 ismeasured 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 ofthe Authority. Capitalization of interest ceases when the project is substantially complete or development activity is suspended. Capitalized interest for the nine-months ended September 30, 2004 and 2003 was $2,545,626 and $1,091,413,respectively.

     ***Deposits and OtherAssets***—As of September 30, 2004and December 31, 2003, deposits and other assets include $7,239,345 and $7,728,532in  unamortized loan costs related to the issuance of the Notes. Deferred loancosts are amortized to interest expense over the term of the related financialarrangement.

     ***Accrued Liabilities***—Accrued liabilities consist of accrued interest, accrued payroll, accrued credit enhancement fee, capital leases payableand other accrued liabilities. 

     ***Accrued Progressive Slot Jackpots***—Accrued progressive slot jackpots consist of estimates for prizes relating to various games that haveaccumulated 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*, theAuthority has recorded a liability related to prizes and cash incentives earned by the members of the players club. The Authority has recorded the cost of the estimated redemption of the liability related to prizes as an operating expense and theestimated redemption of the liability related to cash as promotional allowance in the accompanying statements of revenues, expenses and changes in fund deficit.

     ***Casino Revenues***—In accordance with industry practice, the Authority recognizes as casino revenue the net win from gaming activities, which isthe difference between gaming wins and losses. Casino revenues are net of accruals for anticipated payouts of progressive slot jackpots. 

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| **RIVER ROCK ENTERTAINMENT AUTHORITY     (A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo  Indians)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      **NOTES    TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Food, Beverage and Retail***—The Authority recognizes as food, beverage and retail revenues the proceeds fromits food, beverage and gift shop sales. Food and beverages were distributed freely within the Authority during 2002 and the first half of 2003. The Authority continues to distribute beverages freely in the gaming area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Other Revenues***—Other revenues are comprised of commissions on ATM, check cashing, vending machinetransactions and license revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Promotional Allowances***—The retail value of food and beverages provided to customers without charge isincluded 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 servicesare recorded as casino expenses. The costs of such services for the three months ended September 30, 2004 and 2003 were $709,718 and $488,762, respectively. The cost of such services for the nine months ended September 30, 2004 and 2003 were$1,740,532 and $735,966, respectively.                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Food and Beverage Costs***—Food and beverage costs include costs associated with food and beverage operationsexcluding amount classified as casino expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Advertising Costs***—Advertising costs are expensed the first time advertising takes place. Advertising costsincluded in selling, general and administrative expenses were $929,717 and $537,519 for the three months ended September 30, 2004 and 2003, respectively. Advertising costs were $2,649,380 and $1,125,917 for the nine months ended September 30, 2004and 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      ***Income Taxes***—As a governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federallyrecognized 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.They are included in the statement of revenues, expenses and changes in fund deficit as distributions to Tribe. The Tribal draw was $500,000 per month starting in January 2004. The Authority has also distributed $646,198 to the Tribe in an effort topurchase a parcel of land for the use of the Authority. The Authority also distributed $300,000 to the Tribe as part of reimbursement for construction costs incurred by the Tribe prior to the formation of the Authority. The total distributions tothe Tribe were $5,446,198 and $2,421,197 for the nine and three months ended September 30, 2004, respectively. The total distributions to the Tribe were $2,603,737 and $1,492,525 for the nine and three months ended September 30, 2003,respectively. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| **3.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **CERTAIN RISKS AND UNCERTAINTIES** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      The Authority’s operations are dependent on the continued licensing and qualification of the Authority by the Tribal Gaming Commission. Such licensing andqualification 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’sability 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| **RIVER           ROCK ENTERTAINMENT AUTHORITY        (A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo  Indians)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **NOTES    TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      The Authority paid for various expenses for the Tribal Gaming Commission (gaming commission expense), surveillance, plant operations, human resource, purchasingand warehousing in the first three quarters of 2004. These departments are operated by the Tribe. These expenses include but are not limited to payroll and related expenses, legal and other operational expenses. These expenses were $2,388,478 and$4,776,953 for the three and nine months ended September 30, 2004, respectively. The Authority paid for various expenses for the Tribal Gaming Commission in 2003. These expenses were $391,640 and $1,051,942 for the three and nine months endedSeptember 30, 2003, respectively. With the exception of the gaming commission expense, these expenses were recorded as part of selling, general and administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| **5.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **DEVELOPMENT AND LOAN AGREEMENT** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      The Tribe entered into a Development and Loan Agreement with Dry Creek Casino, LLC (“DCC”) on August 26, 2001, which has been amended from time to time(as amended, the “Development Agreement”). The Development Agreement required DCC to: (1) use its best efforts to arrange for the Tribe to receive loan proceeds in the amount of $23,000,000 for construction of the Casino; (2) advancespecified amounts to the Tribe to fund tribal government relocation, housing and costs; and (3) fund additional advances to the Tribe to assist in the development of the Casino and to cover other costs of construction not related to the loan. OnNovember 7, 2003, the Authority refinanced $22,600,000 of the $32,600,000 principal amount of the development loan. As of September 30, 2004, the outstanding debt related to the Development Agreement was $10,000,000, evidenced by a note (“DCCNote”) which is subordinated to the Notes. Funds designated to repay this debt are included in restricted cash in a construction escrow fund and will first be used to cover construction cost overruns. The Authority plans to use the constructionescrow fund to cover existing construction cost overruns. To the extent the DCC Note is not paid off from balances in the construction escrow account, the balance of such DCC Note will mature on September 1, 2007. The Authority has an option to makeprepayments in equal installments beginning 12 months before maturity. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      In addition to its obligations to repay the loan and advances specified in the Development Agreement, in consideration of DCC’s providing credit enhancementand other services under the Development Agreement, the Tribe is obligated to pay DCC a Credit Enhancement Fee. The credit enhancement fee is defined as 20% of the Authority’s net income before distributions to the Tribe plus depreciation. OnNovember 7, 2003, the Authority and DCC entered into the Sixth Amendment to the Development and Loan Agreement, which modified the credit enhancement fee calculation so that operating expenses shall not include interest expense on $25,000,000principal amount of the Notes. The credit enhancement fee is required to be paid monthly for a period of five years commencing on June 1, 2003. The credit enhancement fee for the three and nine months ended September 30, 2004 was $1,061,711 and$3,806,665, respectively. The credit enhancement fee for the three and nine months ended September 30, 2003 was $1,408,750 and $1,709,208, 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”). Ifexercised, 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 feeearned 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 monthlyinstallments of principal plus interest at the rate of 12% per annum, on the 15th day of each month over a period equal to the Remaining Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

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

**NOTES TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**

| **6.**                                                                                                                                                 | **CASH AND CASH EQUIVALENTS AND RESTRICTED CASH** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|
|                                                                                                                                                   |
|      Cash and cash equivalents and restricted cash consisted of the following as of September 30, 2004 and December 31, 2003: |

|                                                | **September 30, 2004** |       | **December 31, 2003** |   |
|-----------------------------------------------------|------------------------|------------|-----------------------|--------|
|                                                |                        |       |                       |   |
| Operating accounts                                  | $                      | 12,947,295 |                  | $      | 14,639,349 |   |
| Short term investments                              |                   | 9,989,487  |                  |   | — |   |
| Cash on hand                                        |                   | 2,042,573  |                  |   | 2,258,295 |   |
|                                                |                        |            |                  |        |  |   |
| Cash and cash equivalents                           |                   | 24,979,355 |                  |   | 16,897,644 |   |
| Restricted cash                                     |                   | 33,237,645 |                  |   | 70,066,480 |   |
|                                                |                        |            |                  |        |  |   |
| Total cash and cash equivalents and restricted cash | $                      | 58,217,000 |                  | $      | 86,964,124 |   |
|                                                |                        |            |                  |        |  |   |

     The Authority’s cash in banks and cash equivalents (the “investments”) are categorized by level of credit risk assumed by the Authority. Category 1 includes investments that areinsured 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 trustdepartment or agent in the Authority’s name. Category 3 includes uninsured and unregistered investments for which the investments are held by the counterparty’s agent but not in the Authority’s name. At September 30, 2004, there is$200,000 in Category 1 investments and $12,847,295 cash in bank, $9,989,487 in short term investments in Category 2 investments and $33,137,645 restricted cash in bank over the FDIC insurance limits, which are Category 3 investments. 

| **7.**                                                                                                                     | **PROPERTY AND EQUIPMENT** |
|----------------------------------------------------------------------------------------------------------------------------|----------------------------|
|                                                                                                                       |
|      Property and equipment at September 30, 2004 and January 1, 2004 consisted of the following: |

|                                 |                          |       |          |   |             |   |                             |     |
|--------------------------------------|-------------------------------|------------|---------------|--------|------------------|--------|----------------------------------|----------|
|                                 | **Balance,**                  |       |          |   |             |   | **Balance,**                     |     |
|                                 | **January 1, 2004** |       | **Additions** |   | **Dispositions** |   | **September 30, 2004** |     |
|                                 |                               |            |          |        |                  |   |                                  |          |   |  |  |   |
| Buildings    and improvements        | $                             | 40,345,177 |          | $      | 1,386,047        |   | $                                | —   |   | $ | 41,731,224 |   |
| Furniture,    fixtures and equipment |                          | 20,512,559 |          |   | 2,199,594        |   |                             | (227,959 | ) |   | 22,484,194 |   |
| Less    accumulated depreciation     |                          | (4,610,859 | )             |   | (4,658,349       | )      |                             | 46,257   |   |   | (9,222,951 | ) |
|                                 |                               |            |          |        |                  |   |                                  |          |   |  |  |   |
|                                 |                          | 56,246,877 |          |   | (1,072,708       | )      |                             | (181,702 | ) |   | 54,992,467 |   |
|                                 |                               |            |          |        |                  |   |                                  |          |   |  |  |   |
| Construction    in progress          |                          | 17,965,694 |          |   | 42,939,013       |   |                             | —   |   |   | 60,904,707 |   |
|                                 |                               |            |          |        |                  |   |                                  |          |   |  |  |   |
| Property    and equipment—net   | $                             | 74,212,571 |          | $      | 41,866,305       |   | $                                | (181,702 | ) | $ | 115,897,174 |   |
|                                 |                               |            |          |        |                  |   |                                  |          |   |  |  |   |

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

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

**NOTES TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**

| **8.**                                                                                                                     | **ACCRUED LIABILITIES** |
|----------------------------------------------------------------------------------------------------------------------------|-------------------------|
|                                                                                                                       |
|      Accrued liabilities consist of the following as of September 30, 2004 and December 31, 2003: |

|                                            | **September 30, 2004** |       | **December 31, 2003** |   |
|-------------------------------------------------|------------------------|------------|-----------------------|--------|
|                                            |                        |       |                       |   |
|                                            |                   |       |                  |   |   |   |
| Accrued    in-house progressive slot jackpots   | $                      | 1,081,359  |                  | $      | 1,057,882 |   |
| Accrued    payroll and related benefits         |                   | 1,557,155  |                  |   | 1,114,425 |   |
| Accrued    interest                             |                   | 8,200,000  |                  |   | 2,884,932 |   |
| Compact    revenue sharing trust fund (Note 12) |                   | 333,750    |                  |   | 333,750 |   |
| Accrued    credit enhancement fees              |                   | 444,040    |                  |   | — |   |
| Accrued    other expenses                       |                   | 233,502    |                  |   | 243,808 |   |
|                                            |                        |            |                  |        |  |   |
|                                            |                   |       |                  |   |   |   |
|                                            | $                      | 11,849,806 |                  | $      | 5,634,797 |   |
|                                            |                        |            |                  |        |  |   |

| **9.**                                                                                                                  | **LONG-TERM DEBT** |
|-------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                                                                                                    |
|      Long-term debt consisted of the following as of September 30, 2004 and December 31, 2003: |

|                                                                          |   |        |                   |   |                  |        |
|-------------------------------------------------------------------------------|--------|-------------|------------------------|--------|-----------------------|-------------|
|                                                                          |   |        | **September 30, 2004** |   | **December 31, 2003** |        |
|                                                                          |   |        |                        |   |                       |        |
|                                                                          |   |        |                   |   |                  |        |   |   |
| Notes,         net of original issue discount of $2,388,851    and $2,641,792 |   | $           | 197,611,149            |   | $                     | 197,358,208 |   |
| DCC    Subordinated Note                                                      |   |        | 10,000,000             |   |                  | 10,000,000  |   |
| Vehicle    Note                                                               |   |        | 71,151                 |   |                  | 70,594      |   |
|                                                                          |   |             |                        |   |                       |             |   |
|                                                                          |   |        |                   |   |                  |        |   |   |
| Total    long-term debt                                                       |   |        | 207,682,300            |   |                  | 207,428,802 |   |
| Less    current portion                                                       |   |        | (29,912                | )      |                  | (10,018,448 | ) |
|                                                                          |   |             |                        |   |                       |             |   |
|                                                                          |   |        |                   |   |                  |        |   |   |
| Total    long-term debt - net of current maturities                           | $      | 207,652,388 |                   | $      | 197,410,354           |        |
|                                                                          |        |             |                   |        |                       |        |

     On November 7, 2003, the Authority issued the Notes. The proceeds were utilized to fund an expansion project, which includes three parking structures and related infrastructure improvement,repayment of various debt, and advances and fund payment of various accruals and payables, as well as to increase cash on hand. The proceeds were also utilized to fund a land purchase and settle litigation. The Notes are secured by a first prioritypledge of the Authority’s revenue and substantially all of the existing and future tangible and intangible personal property. Before November 1, 2007, the Authority may redeem the Notes, in whole or in part, at a redemption price equal to 100%of their principal amount plus a make-whole premium and accrued and unpaid interest. On or after November 1, 2007, the Authority may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) plusaccrued and unpaid interest. 

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| **RIVER           ROCK ENTERTAINMENT AUTHORITY        (A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo  Indians)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| **NOTES    TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|      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 accordancewith 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 paymentscommencing on June 1, 2003. On November 7, 2003, the Authority refinanced $22,600,000 of the $32,600,000 principal amount of the DCC Development Loan from the Notes proceeds. As of December 31, 2003, the outstanding debt related to the DevelopmentAgreement was $10,000,000, which is in the form of a subordinated note and bears an interest rate of 9% per annum payable by the 15th of every month. The Tribe paid $250,000 to DCC to compensate for the interest difference. On November 7, 2003, theTribe and DCC entered into an Intercreditor Agreement pursuant to which the DCC Note is subordinated to the Notes. The Authority is required to prepay the DCC Note with the remaining balance of restricted cash in a construction escrow fund that willfirst be used to cover construction cost overruns. The Authority plans to use the construction escrow fund to cover existing construction cost overruns. To the extent the DCC Note is not paid off fully from balances in the construction escrowaccount, the balance of such DCC Note will mature on September 1, 2007. The Authority has an option to make prepayments in equal installments beginning 12 months before maturity. |
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|      ***Fair Value—***The Authority's long-term debt is recorded at an amortized historical cost basis. The fair valueof long-term debt approximates $210,250,000 at September 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **10.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **LEASES** |
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|      The Authority leases a sprung structure, which is accounted for as an operating lease. Such lease expense was $383,607 for the nine months ended September 30,2004. The scheduled minimum lease payments are expected to be $511,476 for the year ended December 31, 2004. The Authority renewed the lease agreement through July 17, 2005. The contract is renewable at the Authority’s discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|      On October 1, 2003, the Tribe entered into an operating lease agreement for office and warehouse space to replace existing facilities on which the lease expiredduring September 2003. The Authority will utilize a portion of the space. Monthly lease fees for the new facility are $42,639. The initial term of the lease is for a period of five years, commencing October 1, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|      On October 1, 2003, the Authority entered into an operating lease agreement for offsite housing to house various architects and engineers working on theexpansion program. Monthly lease fees for the new facility are $5,000. The initial term of the lease is for a period of one year, commencing October 1, 2003 and terminating October 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|      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 23%interest with monthly payments of $56,975 and a $1 buyout at the end of the lease term, expiring August 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|      Lease      expense for the three months and nine months ended September 30, 2004 was      $309,951 and $1,065,009 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      $268,655, $888,083, $563,028, $567,336 and $431,913 for the years ending      December 31, 2004, 2005, 2006, 2007 and 2008, respectively. Expected remaining      payments under capital leases are $124,397, $412,524, $22,753, $24,457,      $26,289, and $18,612 for the years ending December 31, 2004, 2005, 2006,    2007, 2008 and 2009, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| **RIVER           ROCK ENTERTAINMENT AUTHORITY        (A Governmental Instrumentality of the Dry Creek Rancheria Band of Pomo  Indians)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|      **NOTES    TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|      ***Artichoke Joe’s California Grand Authority****—*A federal lawsuit,*Artichoke Joe’s California Grand Authority, et al. v. Norton, et al.,*filed on February 7, 2001, challenged the validity of the amendment to the California Constitutionthat permits slot machine and banking card gaming to Indian tribes that have entered into compacts with the State of California and of all compacts, including the Tribe’s, that have been entered into based on that amendment. The action wasbrought by a number of private card rooms and two charities. The primary issues raised by the action were whether the compacts and the constitutional provision that authorizes them are consistent with IGRA and the Equal Protection and Due Processclauses of the United States Constitution. On July 7, 2002, the federal district court rejected the plaintiffs’ claims and upheld the validity of California’s compacts and the related State constitutional amendment. The decision has beenaffirmed by the Ninth Circuit Court of Appeals. Plaintiffs petitioned for rehearing and rehearing en banc, both of which were denied. Plaintiffs’ filed their petition for certiorari and the respondents' oppositions were filed in August, 2004.In October, 2004 the United States Supreme Court declined to grant certiorari and reverse. Plaintiffs have exhausted their judicial remedies. |
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|      Neither the Tribe nor the Authority is associated with the *Artichoke Joe’s California Grand Authority*case, therefore there have been no legal costs incurred on this matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|      The Authority is a litigant in other matters arising in the normal course of business. In the opinion of management, except for the cases listed above, no claimsare pending that would not be adequately covered by insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| **12.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **COMPACT REVENUE SHARING TRUST FUND** |
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|      The Compact requires the Authority to pay a quarterly fee to the revenue sharing trust fund, based on the number of licensed gaming devices operated by theTribe. Revenue sharing trust fund fees assessed were $333,750 and $1,001,250 for the three months and nine months ended September 30, 2004, respectively. Revenue sharing trust fees assessed were $333,750 and $1,001,250 for the three and nine monthsended September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| **13.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **COMMITMENTS AND CONTINGENCIES** |
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|      The Authority is an unincorporated instrumentality of the Tribe formed pursuant to a recently adopted law of the Tribe. While the Authority is not a separatecorporation 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 andthat 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’sliability, the Authority’s business and assets could become subject to claims asserted against the Tribe or its assets. Similarly, the Authority’s would be liable for such claims if the Tribe waived its sovereign immunity to an extent thatallowed enforcement of such claims against the Authority’s business or assets.                                                                                                                                                                                                                                                                                                                                                                                                              |
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|      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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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

**NOTES TO UNAUDITED FINANCIAL STATEMENTS – (Continued)**

 

     As of September 30, 2004, the Authority has entered into purchase commitments of $18,323,482 principally relating to construction of parking garages, infrastructure improvements and the Duganproperty development.

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**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 inItem 1 of this report.

**Overview**

*     General*

     River Rock Casino has historically operated as a separate wholly owned operating property of the Tribe. The River Rock Entertainment Authority (“we”, “us” or the“Authority”) was formed as an unincorporated instrumentality of the Tribe to own and operate the River Rock Casino. Upon the issuance of our $200.0 million senior notes due 2011 on November 7, 2003 (the “Notes”), the Tribereorganized 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 “BusinessCombinations,” the assets and liabilities of the casino operating property are presented by us on a historical cost basis. 

     We offer Class III slot and video poker gaming machines, house banked table games (including blackjack, three card poker and Pai Gow poker), comprehensive food and beverage offerings, and goodsfor 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. OnApril 1, 2003, we opened our food and beverage facilities and as of June 18, 2003, we had reached full operations with 1600 slot machines. The history of our operations is as follows: 

| •   | On September 14, 2002, we commenced operations with approximately 66 gaming machines located in a portion of our gaming facility.                                                                                                                                        |
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| •   | Between September 14, 2002 and March 31, 2003, we periodically installed and removed a number of our gaming machines in preparation for the opening of our entire gaming facility. During such period, thenumber of gaming machines operated gradually increased to 242. |
|               |                                                                                                                                                                                                                                                                     |
| •   | On April 1, 2003, we opened the remainder of our 62,000 square-foot gaming facility, including our food and beverage facilities, our Player’s Club, 16 table games and an additional 302 gamingmachines.                                                            |
|               |                                                                                                                                                                                                                                                                     |
| •   | Between April 1, 2003 and June 18, 2003, we gradually increased the number of gaming machines from 544 to our current total of 1,600.                                                                                                                                    |

     We commenced operations with one parking lot located directly adjacent to our gaming facility, designed to accommodate 225 customer vehicles or up to approximately 325 customer vehicles whenoperated by a valet service during peak demand periods. On March 23, 2003, we completed the construction of our second parking lot, designed to accommodate 80 customer vehicles or up to approximately 100 customer vehicles when operated by a valetservice. On April 20, 2003, we completed the construction of our third parking lot, designed to accommodate 70 customer vehicles or up to approximately 75 customer vehicles when operated by a valet service. On July 26, we partially opened the firstparking structure which accommodates up to 72 customer vehicles for valet service.  As of September 30, 2004 the available parking spaces are designed to accommodate a total of approximately 572 customer vehicles when operated by a valet service. OnOctober 29, 2004 we obtained a temporary certificate of occupancy to open the entire first parking structure for self and valet parking. 

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     On November 7, 2003, we issued the Notes. A portion of the proceeds from the sale of the Notes was used to fund our expansion project, which includes three new parking structures andinfrastructure improvement, repayment of various debts and accrued expenses of the Tribe, as well as to increase our cash on hand. The balance of the net proceeds was used to fund a land purchase by the Tribe and settle litigation of the Tribe. TheNotes are secured by a first priority pledge of the casino’s revenue and substantially all of the casino's existing and future tangible and intangible personal property.

     At the beginning of 2003, we started our infrastructure projects, including the excavation of a hillside and the construction of retaining walls.  In April 2003, we began the design process forthe parking structures. The parking structures portion of the expansion project will be completed in two phases and our existing gaming facility will remain open during construction. The first phase includes a parking structure with approximately445 spaces, which partially opened for valet parking on July 26, 2004. The second phase, which will include our second and third parking structures with approximately 445 and approximately 470 spaces, respectively, is expected to be completed inDecember 2004. 

**Critical Accounting Policies and Estimates**

     We have identified the following critical accounting policies and estimates that affect our more significant judgments and estimates used in the preparation of our financial statements. Thepreparation 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, revenuesand expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate those estimates, including those related to asset impairment, accruals for our promotional slot club, compensation and related benefits,revenue recognition, allowance for doubtful accounts, contingencies and litigation. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under thecircumstances. 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 financialstatements: 

| •   | *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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| •   | *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. |
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| •   | *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 |   | 5-7years    |

     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 ofLong-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, theimpairment 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. 

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| •   | *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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| •   | *Accrued Slot Players Club*— In accordance with Emerging Issues Task Force Issue No. 00-22, Accounting for “Points” and         Certain Other Time-Based or Volume-Based Sales Incentive Offers and         Offers for Free Products or Services to be Delivered in the Future,         we have recorded a liability related to prizes and cash incentives earned         by the members of our players club and have adjusted the liabilityfor the estimated future breakage. We have recorded the cost of the estimated         redemption of the liability related to prizes as an operating expense         and the estimated redemption of the liability related to cash as promotional         allowance in the accompanying statements of revenues, expenses and changes    in fund deficit.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| •   | *Contingencies —*We         assess our exposures to loss contingencies, including legal matters,         and provide for an exposure if it is judged to be probable and estimable.         If the actual loss from a contingency differs from management’s         estimate, operating results could be impacted. As of September 30, 2004,         we have determined that no accruals for claims and legal actions are         required. If circumstances surrounding claims and legal actions change,         the addition of accruals for such items in future periods may be required,    which accruals may be material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| •   | *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 ofrevenues, expenses and fund deficit as net income before tribal distributions would not be different if we followed all FASB pronouncements to determine net income and would be the most comparable amount to net income computed under FASBpronouncements. We are an unincorporated instrumentality created by tribal law and accounted for as a separate fund of the Tribe; as such there is no owners’ or shareholders’ deficit as traditionally represented under FASB pronouncements.The most comparable measure of owners’ deficit presented on our balancesheet would be fund deficit. |

**Results of Operations**

**Comparison of the three months ended September 30, 2004 and 2003**

     *Net Revenues*. Our net revenues for the three months ended September 30, 2004 increased by $6.4 million to $28.1 million from $21.7 million for the threemonths ended September 30, 2003. The increase is attributed to more and longer visits from guests due to our increased parking spaces and our expanded bus program.  Approximately 96.6% of our net revenues were from our gaming activities in the thirdquarter of 2004. We generated $24.5 million from slot machines and $2.6 million from table games for the three months ended September 30, 2004. We expect an increase in net revenues once all the parking structures are open and fully operational. Wecommenced partial operations on September 14, 2002 with 66 slot machines and gradually added slot machines through June 18, 2003 until we had our complement of 1600 machines. We generated $19.1 million from slot machines and $2.3 million from tablegames for the three months ended September 30, 2003. Our win per slot machine per day was $167 in the third quarter of 2004 which increased from $130 in the third quarter of 2003. The increase is a result of the significant increase in number ofpatrons from drive ups and expansion of our bus program.

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     We started our food, beverage and retail operations on April 1, 2003. We generated $1.5 million and $0.7 million sales for three months ended September 30, 2004 and 2003.  The increase is aresult of various restaurant promotions. The retail value of our food and beverage provided to customers without charge is included in gross revenues and then deducted as promotional allowances. Such allowances were $0.7 million and $0.4 million forthe three months ended September 30, 2004 and 2003. 

     *Operating expenses.* Operating expenses for the three months ended September 30, 2004 were $20.2 million, or 71.8% of net revenues, compared to $16.8million, or 77.3 % of net revenues, for the three months ended September 30, 2003. The increase in operating expenses of $3.4 million is attributable to increased gaming activities. Our operating costs as a percentage of net revenues decreased to71.8% from 77.3% in the three months ended September 30, 2004 from corresponding period of last year.  Such decrease is mainly due to our ability to increase labor efficiency and leverage certain fixed costs over increased revenues.

     Casino expense includes costs associated with our gaming operations. Casino expense also includes an allocation of food, beverage and retail expense related to the costs of complimentaryactivities. Casino expense for the three months ended September 30, 2004 increased to $5.1 million, or 19.1% of casino revenues, from $4.5 million, or 21.0% of casino revenues, for the three months ended September 30, 2003.  The increase of thecasino expense is attributable to the increased operational activities as we increased the parking spaces and our expanded bus programs. We were able to lower the casino expense margin due to our ability to leverage some of our fixed costs over alarger operation.

     Food, beverage and retail expense for the three months ended September 30, 2004 was $1.2 million, or 82.0% of food, beverage and retail revenue, increasing from $0.4 million for the threemonths ended September 30, 2003. Our food, beverage and retail expense ratio is materially higher than what we expect it to be in the future as we have used our food and beverage services to draw customers to our gaming facility and build customerloyalty rather than as a source of profits.

     Selling, general and administrative expense for the three months ended September 30, 2004 increased by $2.0 million to $10.3 million, or 36.9% of net revenues, from $8.3 million, or 38.3% ofnet revenues, for the three months ended September 30, 2003.  The increase in selling, general and administrative expense is mainly attributable to increased marketing effort and facility costs.  Selling, general and administrative expense as apercentage of net revenues decreased in the third quarter of 2004 compared to the third quarter of 2003.  Such decrease is mainly due to our ability to increase labor efficiency and leverage certain fixed costs over increased revenues.

     Depreciation expense for the three months ended September 30, 2004 was $1.6 million compared to $1.4 million for the three months ended September 30, 2003. Depreciation expense was computedusing the straight-line method over the useful lives of the property, plant and equipment.  The increase in depreciation expenses is due to the addition of depreciable assets. 

     We are a party to a development and loan agreement pursuant to which the Tribe obtained a development loan for planning and early stage construction of our casino which requires us to pay toDry Creek Casino, LLC ("DCC"), a credit enhancement fee equal to 20% of our net income before distributions to the Tribe plus depreciation expense plus an amount equal to the annual interest on $25.0 million principal amount of the Notes lessrevenues from sales of alcoholic beverages and interest income. We began paying the credit enhancement fee in June 2003. The credit enhancement fee was $1.1 million and $1.4 million for the three months ended September 30, 2004 and 2003. In thethird quarter of 2004, we made a prior period adjustment of $0.3 million in credit enhancement fees expense due to a reclassification between capitalized interest and interest expense. 

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     Gaming commission expense are $0.4 million for both the three months ended September 30, 2004 and 2003.  The Tribe enacted a tribal gaming ordinance in April 1997 which, among other matters,created and established the Tribal Gaming Commission as a governmental subdivision of the Tribe. The Tribal Gaming Commission is responsible for the regulation of all gaming activities conducted by the Tribe or us on tribal lands. The gamingcommission 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 gamingordinance, 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 tribalgaming 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 expense remained the same at $0.3 million for the three months ended September 30, 2004 and 2003. Compact revenue sharing trust fund includes paymentsassociated with operating 1600 gaming machines, although we had not installed all 1600 gaming machines until June 18, 2003. Compact revenue sharing trust fund expense includes payments to the revenue sharing trust fund ("RSTF") as required by ourCompact with the State of California. The Tribe is obligated to remit certain fees to the California Gambling Control Commission on a quarterly basis for inclusion in the RSTF. The RSTF is for the benefit of tribes that have no or limited gaming. Wepay these fees on behalf of the Tribe.  These fees became payable by the Tribe when we commenced operations in September 2002 and are based on the number of our gaming device licenses.

     *Income from operations.* Income from operations for the three months ended September 30, 2004 was $7.9 million, or 28.1% of net revenues, compared to $4.9million or 21.8% of net revenues for the three months ended September 30, 2003.  Our increased income from operations is attributable to our increased gaming revenues and decreased operating costs margins. 

     *Other expense, net.* Other expense, net for the three months ended September 30, 2004 increased to $4.2 million, or 14.8% of net revenues from $1.4million, or 6.4% of net revenues, for the three months ended September 30, 2003. Other expense, net included $4.3 million of interest expense (net of capitalized interest of $1.2 million) for the three months ended September 30, 2004, compared to$1.4 million of interest expense for the three months ended September 30, 2003.

     *Income before distribution to Tribe.* Income before distributions to Tribe for the three months ended September 30, 2004 increased by $0.3 million to $3.8million, or 13.0% of net revenues from $3.5 million for the three months ended September 30, 2003. 

**Comparison of the nine months ended September 30, 2004 and 2003**

     *Net revenues.* Net revenues for the nine months ended September 30, 2004 increased by $32.9 million to $79.1 million from $46.2 million for the ninemonths ended September 30, 2003. The increase is attributed to the casino’s full-scale operation for the nine months ended September 30, 2004 as opposed to six month full scale casino operation. Approximately 96.7% of our net revenues were fromour gaming activities in the nine months ended September 30, 2004. We generated $68.8 million from slot machines and $7.6 million from table games for the nine months ended September 30, 2004. We expect a significant increase in net revenues onceall the parking structures are open and fully operational. We generated $40.7 million from slot machines and $4.4 million from table games for the nine months ended September 30, 2003. Our win per slot machine per day was $156 in the first threequarters of 2004 which decreased from $160 in the first three quarters of 2003. The decrease is a result of the having all 1600 slot machines on line but insufficient parking to accommodate all of our drive up patrons while maintaining our busprogram.

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     We started our food, beverage and retail operations on April 1, 2003 and we generated $3.9 million in sales for nine months ended September 30, 2004 compared to $1.4 million for the nine monthsended September 30, 2003. This increase is due to our increased restaurant promotions. The retail value of our food and beverage provided to customers without charge is included in gross revenues and then deducted as promotional allowances.  Suchallowances were $1.7 million and $0.7 million for the nine months ended September 30, 2004 and 2003. 

     *Operating expenses*. Operating expenses for the nine months ended September 30, 2004 were $56.4 million, or 71.4% of net revenues, compared to $35.2million, or 76.1% of net revenues, for the nine months ended September 30, 2003. The increase in operating expenses is attributable to the casino’s full-scale operation in the nine months ended September 30, 2004. The operating expense as apercentage of net revenue decreased due to economics of scale of operations and the substantial increase in our gaming revenues.

     Casino expense includes costs associated with our gaming operations. Casino expense also includes an allocation of food, beverage and retail expense related to the costs of complimentaryactivities. Casino expense for the nine months ended September 30, 2004 increased to $15.6 million, or 20.4% of casino revenues, from $9.4 million, or 20.7% of casino revenues, for the nine months ended September 30, 2003. The relative increase incasino expense is due to having a full nine months of operations as opposed to three months for the nine months ended September 30, 2003.

     Food, beverage and retail expense for the nine months ended September 30, 2004 was $3.5 million, or 88.1% of food, beverage and retail revenue, increasing from $1.5 million, or 109.9% of food,beverage and retail revenue for the nine months ended September 30, 2003. Such decrease in the cost margin is due to our ability to lower the food cost from the suppliers and increase the operational efficiency. Our food, beverage and retail expenseratio is still significantly higher than what we expect it to be in the future as we have used our food and beverage services to draw customers to our gaming facility and build customer loyalty rather than as a source of profits.

     Selling, general and administrative expense for the nine months ended September 30, 2004 increased by $9.0 million to $26.6 million, or 33.6% of net revenues, from $17.6 million, or 38.0% ofnet revenues, for the six months ended September 30, 2003. The increase in selling, general and administrative expense is attributable to launching our full-scale of operations on April 1, 2003.  Selling, general and administrative expense as apercentage of net revenues has decreased in the first three quarters of 2004 compared to the first three quarters of 2003 as a result of cost savings obtained from economies of scale and due to the substantial increase in our revenues from theadditional slot machines placed in service.

     Depreciation expense for the nine months ended September 30, 2004 was $4.7 million compared to $2.9 million for the nine months ended September 30, 2003. Depreciation expense was computed usingthe straight-line method over the useful lives of the property, plant and equipment.  The increase in depreciation expenses is due to the addition of depreciable assets. 

     We began paying the credit enhancement fee in June 2003. The credit enhancement fee was $3.8 million, or 4.8% of net revenues, for the nine months ended September 30, 2004 compared to $1.7million or 3.7% of net revenues.

     Gaming commission expense for the nine months ended September 30, 2004 increased by $0.3 million to $1.3 million from $1.0 million for the nine months ended September 30, 2003.

     Compact revenue sharing trust fund expense remained the same at $1.0 million for the nine months ended September 30, 2004 and 2003. Compact revenue sharing trust fund includes paymentsassociated with operating 1,600 gaming machines, although we had not installed all 1,600 gaming machines until June 18, 2003. We pay these fees on behalf of the Tribe. These fees became payable by the Tribe when we commenced operations in September2002 and are based on the number of our gaming device licenses.

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     *Income from operations.* Income from operations for the nine months ended September 30, 2004 was $22.6 million, or 28.6% of net revenues, compared to$11.0 million, or 24.9% of net revenues for the nine months ended September 30, 2003. Our increased income from operations is attributable to the casino’s full-scale operation with 1600 slot machines commencing on June 18, 2003. 

     *Other expense, net.* Other expense, net for the nine months ended September 30, 2004 increased to $13.5 million, or 17.1% of net revenues from $3.1million, or 6.8 % of net revenues, for the nine months ended September 30, 2003. Other expense, net included $13.8 million of interest expense (net of capitalized interest of $2.5 million) for the nine months ended September 30, 2004, compared to$3.1 million of interest expense for the nine months ended September 30, 2003.

     *Income before distributions to Tribe*. Income before distributions to Tribe for the nine months ended September 30, 2004 increased by $1.2 million to $9.1million, or 11.6% of net revenues from $7.9 million, or 17.1% of net revenues for the nine months ended September 30, 2003. 

**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 andoperating 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 September 30, 2004, we hadspent approximately $64.4 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 developmentadvances, which funded the development of our site and costs associated with construction.

     We have an operating lease with Sprung Instant Structures, Inc. for the sprung structure housing our gaming operations. The lease is for one year and renewable at the discretion of theAuthority. The purchase of our gaming equipment was primarily funded through borrowing and secondarily through operating leases with gaming equipment suppliers. In addition, vehicles used in our gaming facility business were financed with thevendors. These sources, in addition to our operating cash flow, funded the construction of our existing gaming facility and infrastructure. Since the issuance of our Notes, our expansion project has been funded from proceeds of the offering setaside in a construction disbursement account for such purpose. In addition, we expect to fund a portion of the remaining costs associated with our expansion project from our working capital. 

     Our capital expenditures for the nine months ended September 30, 2004 and 2003 were $46.5 million and $30.7 million, respectively. This increase in 2004 is primarily attributable to theexpansion project and infrastructure improvements.

     As of September 30, 2004, we had cash, cash equivalents and restricted cash of $58.2 million, as compared to $87.0 million as of December 31, 2003. Our principal source of liquidity during thenine months ended September 30, 2004 consisted of cash flow from operating activities. Net cash provided by operating activities for the nine months ended September 30, 2004 was $28.8 million, an increase of $7.7 million from $21.1 million for thenine months ended September 30, 2003.

     Restricted cash consists of funds set aside in construction financing accounts for construction costs for the three parking structures, infrastructure improvements and constructioncontingencies.  It also includes funds that are reserved for additional construction contingencies and the funds necessary to develop an approximately 18-acre parcel of land (referred to as the Dugan property development) adjacent to the Tribe'sreservation which is expected to include an additional access road to the Tribe’s reservation and to our casino.  Our restricted cash is held in escrow accounts which are restricted for authorized construction disbursements.  These escrowaccounts are invested in money market instruments, which pay interest monthly. 

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     Net cash used for capital and related financing activities for the nine months ended September 30, 2004 was $15.3 million, compared to $15.9 million net cash used in capital and relatedfinancing activities for the nine months ended September 30, 2003. Cash flow used in capital and related financing activities was primarily for the parking structure and related infrastructure. Cash flow used in non-capital financing activities forthe nine months ended September 30, 2004 was $5.4 million, an increase of $2.8 million from $2.6 million for the nine months ended September 30, 2003. Cash flow used in non-capital financing activities consisted of distributions to the Tribe.

     We originally expectedcompletion of our expansion project to cost approximately $64.6 million, whichwas funded with a portion of the net proceeds of our Notes, advances from theTribe and cash from operations. The original expansion budget included $35.4million for the three parking structures, $24.1 million for infrastructure improvementsand a $5.1 million construction contingency. In addition, $10.0 million has beenplaced in aconstruction escrow account that is available to fund additional constructioncontingencies. Our current budget for the expansion project has been increasedto approximately $73.7 million, of which we have paid $56.3 million as of September30, 2004. The remaining portion of the project is expected to be funded thoughour restricted cash and cash from operations. Our current budget is comprisedof $39.4 million for the three parking structures and $34.3 million for infrastructureimprovements. In an effort to expedite construction of our expansion project,we commenced construction before all design documents were finalized, which resultedin inefficiencies and modifications that caused actual construction costs toexceedbudgeted amounts.  In addition, the infrastructure improvements portion of ourexpansion project resulted in higher than expected costs due to weather delaysand to unforeseeable soil conditions, which required us to substantially increasethe scopeof the work and quantity of the construction material.

     As of September 30, 2004, we have spent $0.2 million on the development of an approximately 18-acre parcel of land adjacent to the Tribe’s reservation which is expected to include anadditional access road to our casino.

     We believe that existing cash balances and cash from operations will provide adequate funds for our working capital needs, planned capital expenditures, including the expansion project and debtservice requirements for the foreseeable future. However, our ability to fund our operations, make planned capital expenditures, make scheduled debt payments and refinance our indebtedness depends on our future operating performance and cash flow,which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Additionally, the indenture limits our ability to incur additional indebtedness. 

**Contractual Obligations as of September 30, 2004**

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

|                        |      |        | **Less than** |    |          |   |           |       | **More than** |         |
|-----------------------------|-----------|-------------|---------------|---------|---------------|--------|---------------------|------------|---------------|--------------|
|                        | **Total** |        | **1 year**    |    | **1-3 years** |   |  **3-5 years** |       | **5 years**   |         |
|                        |           |        |               |    |               |   |                     |            |          |              |   |
| Long term debt obligations  | $         | 210,071,151 |          | $  | 29,912        |   | $                   | 10,040,300 |          | $            | 939 |   | $ | 200,000,000 |   |
| Purchase obligations (b)    |      | 18,323,482  |          |    | 18,323,482    |   |                | —     |          |         | — |   |   | — |   |
| Operating lease obligations |      | 2,719,015   |          |    | 1,016,999     |   |                | 1,126,132  |          |         | 575,884 |   |   | — |   |
| Capital lease obligations   |      | 629,031     |          |    | 533,285       |   |                | 46,645     |          |         | 49,101 |   |   | — |   |
|                        |           |             |          |         |               |   |                     |            |          |              |  |   |  |  |   |
|                        |      |        |          |    |     |   |                |       |          |    |   |   |   |   |   |
| Total obligations (c)       | $         | 231,742,679 |          | $       | 19,903,678    |   | $                   | 11,213,077 |          | $            | 625,924 |   | $ | 200,000,000 |   |
|                        |           |             |          |         |               |   |                     |            |          |              |  |   |  |  |   |

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(a) 	Excluded from long term debt obligations above are interest payments of $19.8 million in less than 1 year; $39.0 million in 1-3 years; $39.0 million in 3-5 years and $45.8 million in more than 5 years. 

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

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

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

**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 orregulations could have a significant impact on our operations.

     We had initially applied for a liquor license for our Casino in 2003. On September 15, 2004, the California Department of Alcohol Beverage Control (the “Department”) decidedto recommend the denial of our alcohol license application.  We have filed a petition and requested a hearing before an administrative law judge to contest the Department’s denial. We believe that we are in compliance with all applicable safetycodes required to obtain an alcohol license for the Casino. 

     Since we are an unincorporated instrumentality of the Tribe located on reservation land held in trust by the United States of America, we have not been subject to federal or state income taxes.Various efforts have been made in Congress over the past several years to enact legislation that would subject the income of tribal business entities, such as us, to federal income tax. Although no such legislation has been enacted, similarlegislation 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 ouroperating results and cash flow from operations. 

**Impact of Inflation**

     Absent changes in competitive and economic conditions or in specific prices affecting the casino industry, we do not expect that inflation will have a significant impact on our gaming facilityoperations. 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 relativelyhigher 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 theresults of one quarter may not be indicative of results from future quarters. 

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**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 September 30, 2004, we had not invested in derivative or foreign currency-based financial instruments.  Additionally, we primarily have fixed rate debt.  As such, we do not believe wehave material exposure to market risk.

**ITEM 4.     CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and Procedures**

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

**PART II.    OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS**

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

**ITEM 6.     EXHIBITS**

| (a)   | Exhibits                                                                                                                                                                                                                                                   |
|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                       |
|            | The    Exhibit Index filed herewith is incorporated herein by reference.                                                                                                                                                                                   |
|            |                                                                                                                                                                                                                                                       |
| (b)   | Reports on Form 8-K                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                       |
|            | On September 15, 2004, we filed       a report on Form 8-K related to our issuance of a press release announcing       that the California Department of Alcohol Beverage Control decided to       recommend thedenial of our alcohol license application. |

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**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: November 15, 2004 | RIVER ROCK ENTERTAINMENT AUTHORITY |
|--------------------------|------------------------------------|
|                     | (Registrant)                       |

|   |   |                    |
|--------|--------|-------------------------|
|   | By:    |                    |
|   |   | /s/ Douglas Searle      |
|   |   |                         |
|   |   | Douglas Searle,         |
|   |   | Chief Executive Officer |

|   |   |                       |
|--------|--------|----------------------------|
|   | By:    |                       |
|   |   | /s/ Yuan Fang (Yvonne) Mao |
|   |   |                            |
|   |   | Yuan Fang (Yvonne) Mao,    |
|   |   | Chief Financial Officer    |

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**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 unincorporatedinstrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federallyrecognized Indian Tribe (the "Tribe") and CIBC World Markets Corp. (the "InitialPurchaser") (filed as Exhibit 1.1 to the Authority's Registration Statement onForm S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporatedby 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 incorporatedby reference herein)                                                                                                                                                                    |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.2             |   | Dry Creek Rancheria Band of Pomo Indians Tribal        Council Resolution No. 03-10-25-002 (the River Rock Entertainment Authority        and Bond Resolution Act) approving, among other things, creation of the        River Rock Entertainment Authority (filed as Exhibit 3.2 to the Authority's        Registration Statement on Form S-4, filed with the SEC on May 5, 2004        (SEC File No. 333-115186),and incorporated by reference herein)                                                           |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.3             |   | Dry Creek Rancheria Band of Pomo Indians        Ordinance No. 97-08-04, as amended October 25, 2003, authorizing and        regulating gaming on the Dry Creek Indian Rancheria (filed as Exhibit        3.3 to the Authority's Registration Statement on Form S-4, filed with        the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated by    reference herein)                                                                                                                                   |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.1             |   | Indenture, dated as of November 7, 2003,        by and among the Authority, the Tribe and U.S. Bank National Association,        as Trustee (the "Trustee"), together with the Exhibits attached thereto        (filed as Exhibit 4.1 to the Authority's Registration Statement on Form        S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and    incorporated by reference herein)                                                                                                          |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.2             |   | Form of Global 9 3/4% Senior Note due 2011        (contained in the Indenture filed as Exhibit 4.1 herewith) (filed as        Exhibit 4.2 to the Authority's Registration Statement on Form S-4, filed        with the SEC on May 5, 2004 (SEC File No. 333-115186), and incorporated    by reference herein)                                                                                                                                                                                                      |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.3             |   | Registration Rights Agreement, dated as of        November 7, 2003, by and between the Authority and the Initial Purchaser        (filed as Exhibit 4.3 to the Authority's Registration Statement on Form        S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), and    incorporated by reference herein)                                                                                                                                                                                        |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.4             |   | Intercreditor Agreement, dated as of November        7, 2003, by and among the Trustee, Dry Creek Casino, LLC, the Authority        and the Tribe (filed as Exhibit 4.4 to the Authority's Registration Statement        on Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186),        and incorporatedby 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 byreference herein)                                                                                                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 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 Authorityand the Tribe (filed as Exhibit 10.2 to the Authority's Registration Statementon Form S-4, filed with the SEC on May 5, 2004 (SEC File No. 333-115186), andincorporated byreference herein) |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

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| 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 WFBdisbursement agent, Merritt & Harris, Inc., as Independent Construction Consultant,the Authority and the Tribe (filed as Exhibit 10.3 to the Authority's RegistrationStatement 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), andincorporated 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 referenceherein)                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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 incorporatedby 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 incorporatedby 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),        andincorporated by reference herein)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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 incorporatedby 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 byreference herein)                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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| 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 incorporatedby 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), andincorporated by reference herein)                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 10.22  |   | Dry Creek Casino, LLC Amended and Restated        Limited Recourse Promissory Note, dated November 7, 2003, by and among        the Authority and Dry Creek Casino, LLC (filed as Exhibit 10.22 to the        Authority's Registration Statement on Form S-4, filed with the SEC on        May 5, 2004 (SEC File No. 333-115186), and incorporated by reference    herein) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 31.1   |   | Certification by Douglas Searle, Chief Executive        Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed    herewith)                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2   |   | Certification by Yuan Fang (Yvonne) Mao, Chief        Financial Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)    (filed herewith)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 32.1   |   | Certification pursuant to 18 U.S.C. Section        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of        2002 (furnishedherewith)                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 32.2   |   | Certification pursuant to 18 U.S.C. Section        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of        2002 (furnishedherewith)                                                                                                                                                                                                                   |

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