<PAGE>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                            FORM 10-Q
                                
(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     
     For the quarterly period ended:        June 30, 1998
                                    -----------------------------
                               OR
                                
                                
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     
     For the transition period from:              to   
                                    -------------    ------------

Commission file number:      333-49717 and 333-49717-01
                       ------------------------------------------

                  ALADDIN GAMING HOLDINGS, LLC
-----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                                                
          NEVADA                                88-0379607
-----------------------------         ---------------------------
      (State or other                       (I.R.S. Employer
      jurisdiction of                      Identification No.)
     incorporation or
       organization)
                                
831 Pilot Road, Las Vegas, Nevada                        89119
-----------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)
     
                         (702) 736-7114
-----------------------------------------------------------------
      (Registrant's telephone number, including area code)
     
                    ALADDIN CAPITAL CORPORATION
-----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                                                
          NEVADA                                88-0379606
-----------------------------         ---------------------------
      (State or other                       (I.R.S. Employer
      jurisdiction of                      Identification No.)
     incorporation or
       organization)
                                
831 Pilot Road, Las Vegas, Nevada                       89119
-----------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)
     
                         (702) 736-7114
-----------------------------------------------------------------
      (Registrant's telephone number, including area code)
     
     Indicate by check mark whether the registrant (1) has  filed
     all reports required to be filed by Section 13 or 15 (d)  of
     the Securities Exchange Act of 1934 during the preceding  12
     months  (or for such shorter period that the registrant  was
     required to file such reports), and (2) has been subject  to
     such filing requirements for the past 90 days.

                                             YES       NO   X
                                                -------   -------
<PAGE>
     
     Indicate  the  number of shares outstanding of the  issuer's
     classes of common stock, as of the latest practicable date.
     
                  ALADDIN GAMING HOLDINGS, LLC
                                
                         Not applicable
                                
                   ALADDIN CAPITAL CORPORATION
                                
   2,500 shares of common stock, no par value as of July 30, 1998.
                                
<PAGE>
     
                  ALADDIN GAMING HOLDINGS, LLC
                        AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)
                                
                              INDEX
                                
                                                                   PAGE
                                                                   NO.
PART I          FINANCIAL INFORMATION                             ------    
                                                                     
 Item 1.        Financial Statements                                  
                                                                     
                Consolidated Balance Sheets -                        
                 June 30, 1998 and December 31, 1997..............   1
                                                                     
                Consolidated Statements of Operations -              
                 For the three and six months ended June 30, 1998
                 and for the period from inception
                 (December 1, 1997) through June 30, 1998.........   2
                                                                     
                Consolidated Statements of Members'Equity -          
                 For the six months ended June 30, 1998 and for
                 the period from inception (December 1, 1997)
                 through June 30, 1998............................   3
                                                                     
                Consolidated Statements of Cash Flows -              
                 For the six months ended June 30, 1998 and for
                 the period from inception (December 1, 1997)
                 through June 30, 1998............................   4
                                                                     
                Notes to the Consolidated Financial Statements.... 5 - 7
                                                                     
 Item 2.        Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.............. 8 - 13
                                                                     
 Item 3.        Quantitative and Qualitative Disclosures About       
                 Market Risk......................................    13
                                                                 
PART II         OTHER INFORMATION                                     
                                                                     
 Item 1.        Legal Proceedings.................................    14
                                                                      
 Item 2.        Changes in Securities and Use of Proceeds.........    14
                                                                      
 Item 3.        Defaults upon Senior Securities...................    14
                                                                      
 Item 4.        Submission of Matters to a Vote of Security          
                 Holders..........................................    14
                                                                      
 Item 5.        Other Information.................................    14
                                                                       
 Item 6.        Exhibits and Reports on Form 8-K..................    14
                                                                     
Signatures      ..................................................    15
                                                                      
Exhibit Index   ..................................................    16
     
<PAGE>
     
     PART I.   Financial Information
     
     ITEM 1.   FINANCIAL STATEMENTS

                  ALADDIN GAMING HOLDINGS, LLC
                        AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                
                   CONSOLIDATED BALANCE SHEET
            AS OF JUNE 30, 1998 AND DECEMBER 31, 1997
                                
                                
                                                                      June 30, 1998          December 31, 1997
                                                                     ---------------         -----------------
                                                                       (unaudited)
                             ASSETS
<S>                                                                  <C>                     <C>
Current assets:
          Cash                                                       $    4,146,216          $        6,895
          Other current assets                                              676,732                       -
                                                                     ---------------         ---------------
       Total current assets                                               4,822,948                   6,895

Property and equipment:
          Land                                                           33,407,500                       -
          Furniture and equipment                                           608,340                       -
          Construction in progress                                       41,242,822                       -
          Capitalized interest                                            2,413,929                       -
                                                                     ---------------         ---------------
       Total property and equipment                                      77,672,591                       -
                                                                     ---------------         ---------------
Other assets:
          Restricted cash                                               274,741,353                       -
          Restricted land                                                 6,842,500                       -
          Other assets                                                    1,995,433                       -
          Debt issuance costs, net of accumulated
           amortization of $1,125,088 as of
           June 30, 1998                                                 35,999,019                       -
                                                                     ---------------         ---------------                      
       Total other assets                                               319,578,305                       -
                                                                     ---------------         ---------------

       Total assets                                                  $  402,073,844          $        6,895
                                                                     ===============         ===============
          LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
          Current maturities of long-term debt                       $      165,711          $            -
          Accounts payable                                                4,064,976                   1,245
          Payable to related parties                                      1,351,656                       -
          Obligation to transfer land                                     6,842,500                       -
          Accured expenses                                                2,848,756                       -
                                                                     ---------------         ---------------
       Total current liabilities                                         15,273,599                   1,245
                                                                     ---------------         ---------------
Long-term debt                                                          379,881,190                       -

Advances to purchase membership interests                                     2,850                   2,850

Members' equity:
          Common membership interest                                     28,607,979                   2,800
          Deficit Accumulated during the
           development stage                                            (21,691,774)                      -
                                                                     ---------------         ---------------
              Total members' equity                                       6,916,205                   2,800
                                                                     ---------------         ---------------
              Total liabilities and
              members' equity                                        $  402,073,844          $        6,895
                                                                     ===============         ===============

</TABLE>

The accompanying notes are an integral part of this financial statement.
                                
                               -1-
                                
<PAGE>

                  ALADDIN GAMING HOLDINGS, LLC
                        AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                
              CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND FOR THE PERIOD
   FROM INCEPTION (DECEMBER 1, 1997) THROUGH JUNE 30, 1998
                                
     
                                                                                       For the period
                                                  For the three      For the six     December 31, 1997
                                                  months ended       months ended   (inception) through
                                                  June 30, 1998      June 30, 1998     June 30, 1998
                                                   (Unaudited)       (Unaudited)        (Unaudited)
                                                 --------------     --------------   -----------------
<S>                                              <C>                <C>              <C>

Pre-opening costs                                $   2,821,277      $  14,284,205    $    14,284,205

Other (income) expense:
       Interest income                              (4,052,767)        (5,637,705)        (5,637,705)
       Interest expense                             11,071,474         15,459,203         15,459,203
       Less: Interest capitalized                   (1,869,646)        (2,413,929)        (2,413,929)
                                                 --------------     --------------   ----------------
          Total other (income) expense               5,149,061          7,407,569          7,407,569
                                                 --------------     --------------   ----------------      


Net loss accumulated during the
  development stage                              $  (7,970,338)     $ (21,691,774)   $   (21,691,774)
                                                 ==============     ==============   ================

</TABLE>

The accompanying notes are an integral part of this financial statement.
                                
                               -2-
                                
<PAGE>

                  ALADDIN GAMING HOLDINGS, LLC
                        AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
                                
           CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
        FOR THE PERIOD FROM INCEPTION (DECEMBER 1, 1997)
                      THROUGH JUNE 30, 1998
                           (UNAUDITED)
                                
                                             Sommer         Aladdin Gaming      London Clubs          
                                        Enterprises, LLC   Enterprises, LLC     Nevada, Inc.       GAI, LLC           Total
                                        ----------------   ----------------     ------------     ------------     -------------
<S>                                      <C>                <C>                 <C>              <C>               <C>
BALANCE, DECEMBER 3, 1997                $           -      $           -       $         -      $         -       $         -

Members' contribution                              669                331                 -            1,800             2,800
                                         -------------      --------------      ------------     ------------      ------------

BALANCE, DECEMBER 31, 1997                         669                331                 -            1,800             2,800

Net loss accumulated during the
 development stage                         (10,195,133)        (5,422,944)       (5,422,944)        (650,753)      (21,691,774)

Members' contributions                     (47,317,023)        28,247,202        50,000,000                -        30,930,179

Members' equity costs                       (1,092,750)          (581,250)         (581,250)         (69,750)       (2,325,000)
                                         --------------     --------------      ------------     ------------      ------------
                                                            
BALANCE, JUNE 30, 1998                   $ (58,604,237)     $  22,243,339       $43,995,806      $  (718,703)      $ 6,916,205
                                         ==============     ==============      ============     ============      ============ 
                                
</TABLE>                                
                                
The accompanying notes are an integral part of this financial statement.
                                
                               -3-
                                
<PAGE>

                  ALADDIN GAMING HOLDINGS, LLC
                  (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>

              CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND FOR THE PERIOD
     FROM INCEPTION (DECEMBER 1, 1997) THROUGH JUNE 30, 1998
                                
                                                                                             For the period
                                                                                            December 1, 1997
                                                                 For the six month        (inception) through
                                                                ended June 30, 1998          June 30, 1998
                                                                    (Unaudited)               (Unaudited)
                                                               ---------------------    ---------------------
<S>                                                            <C>                      <C>


Cash Flows used for investing activities:

     Cash used in operating activities                         $      (9,433,601)       $     (9,433,601)
                                                               ------------------       -----------------
Cash flows from investing activities:
     Payments for construction in progress, furniture,
            equipment and capitalized interest                       (36,718,115)            (36,718,115)
     Increase in restricted cash                                    (274,741,353)           (274,741,353)
                                                               ------------------       -----------------
Net cash used in investing activities                               (311,459,468)           (311,459,468)
                                                               ------------------       -----------------
Cash flows from financing activities:
     Proceeds from issuance of notes                                 100,047,100             100,047,100
     Proceeds from long-term debt                                    274,000,000             274,000,000
     Repayment of long-term debt                                         (88,282)                (88,282)
     Debt issuance costs                                             (37,124,107)            (37,124,107)
     Members' contributions                                           65,000,000              65,002,800
     Payment of debt on contributed land                             (74,477,321)            (74,477,321)
     Members' equity costs                                            (2,325,000)             (2,325,000)
     Payable to related parties                                                -                   1,245
     Advances to purchase membership
            Interests                                                          -                   2,850
                                                               ------------------       -----------------
Net cash provided by financing activities                            325,032,390             325,039,285
                                                               ------------------       -----------------

Net increase in cash                                                   4,139,321               4,146,216

Cash at the beginning of the period                                        6,895                       -
                                                               ------------------       -----------------
Cash at the end of the period                                  $       4,146,216        $      4,146,216
                                                               ==================       =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


Cash paid for interest, net of amount capitalized              $       3,935,793        $      3,935,793

Non-cash investing and financing activities:
     Members' contributions - book value
            Land                                                      33,407,500              33,407,500
            Construction in progress                                   7,000,000               7,000,000
     Equipment acquired equal to assumption of debt                      546,976                 546,976
                                
</TABLE>

The accompanying notes are an integral part of this financial statement.
                                
                               -4-
                                
<PAGE>

                  ALADDIN GAMING HOLDINGS, LLC
                        and SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 1998

1.   ORGANIZATION AND BUSINESS

     Aladdin  Gaming  Holdings,  LLC, a Nevada  limited-liability
company ("Gaming Holdings"), was established on December 1, 1997.
Gaming   Holdings   was  initially  owned   by   Aladdin   Gaming
Enterprises,   Inc.   (25%),   a   Nevada   corporation,   Sommer
Enterprises,  LLC (72%), a Nevada limited-liability company,  and
GAI,  LLC  (3%), a Nevada limited-liability company.  On February
26,  1998, London Clubs International plc, through its subsidiary
London Clubs Nevada, Inc. ("LCNI"), contributed $50.0 million for
a  25%  interest of Gaming Holdings common membership  interests.
Sommer  Enterprises, LLC contributed a portion of land for common
membership   interests  in  Gaming  Holdings.    Aladdin   Gaming
Enterprises, Inc. ("Gaming Enterprises") contributed a portion of
land,  $7.0 million of predevelopment costs and $15.0 million  in
cash  for  common membership interests in Gaming Holdings.  After
the additional contributions, Sommer Enterprises, LLC owns 47% of
Gaming  Holdings,  LCNI  owns  25%  of  Gaming  Holdings,  Gaming
Enterprises owns 25% of Gaming Holdings and GAI, LLC owns  3%  of
Gaming Holdings.

     Aladdin  Holdings, LLC, a Delaware limited liability company
("Holdings"),  indirectly  holds a majority  interest  in  Gaming
Holdings.   The  members of Holdings are the Trust Under  Article
Sixth u/w/o Sigmund Sommer (the "Sommer Trust") which holds a 95%
interest  in  Holdings,  and GW Vegas,  LLC,  a  Nevada  limited-
liability  company  ("GW"), a wholly owned  subsidiary  of  Trust
Company  of  the  West  ("TCW"), which holds  a  5%  interest  in
Holdings.

     Distributions   shall  be  made  in  accordance   with   the
respective ownership interests subject to the Company's operating
agreement.
     
     Gaming Holdings, through its subsidiaries, plans to develop,
construct  and operate a new hotel and casino, the Aladdin  Hotel
and   Casino   (the   "Aladdin"),  as  the  centerpiece   of   an
approximately   35   acre   world-class   resort,   casino    and
entertainment complex in Las Vegas, Nevada.  The resort  will  be
located at the center of Las Vegas Boulevard.

2.   PRINCIPLES OF CONSOLIDATION AND PRESENTATION

     The  consolidated financial statements include the  accounts
of   Gaming  Holdings  and  its  subsidiaries.   All  significant
intercompany   accounts  and  transactions  are   eliminated   in
consolidation.

     Gaming  Holding's  wholly  owned  subsidiaries  are  Aladdin
Capital  Corp.,  a  Nevada corporation, and Aladdin  Gaming,  LLC
("Gaming") a Nevada limited-liability company.

3.   PREOPENING COSTS

     Preopening  costs  are expensed in the period  during  which
they are incurred.  Preopening costs include, but are not limited
to,  salary  related  expenses for new employees  and  management
opening  team,  travel  and  lodging  expenses,  training  costs,
advertising  and  marketing  and all temporary  facilities  costs
(i.e. rent, insurance, utilities, etc.).

                               -5-

<PAGE>

4.   INCOME TAXES

     The  Company will file federal information tax returns only.
Each member reports taxable income  or  loss on  their respective
tax returns.

5.   PURCHASE OF RESTRICTED MEMBERSHIP INTERESTS

     Certain  members  of  Gaming Holdings' executive  management
have  purchased  unvested  restricted  membership  interests,  in
aggregate,   of  4.75%  of  Gaming  Holdings.   These  membership
interests will vest 25% on the opening of the Aladdin and 25%  on
each successive annual anniversary.  As of June 30, 1998, none of
these membership interests had vested.

6.   PRIVATE OFFERING

     On February 26, 1998, Gaming Holdings, Aladdin Capital Corp.
("Capital"  together with Gaming Holdings, "Issuers") and  Gaming
Enterprises  consummated  a private offering  ("Offering")  under
Rule  144A  of the Securities Act of 1933.  The private  offering
consisted of 221,500 units ("Units"), each unit consisting of (i)
$1,000 principal amount of maturity  of 13 1/2%  Senior  Discount
Notes  due   2010  ("Notes")  of  Gaming Holdings and Capital and
(ii)  10  Warrants  ("Warrants") to purchase 10 shares of Class B
non-voting Common Stock, no par value, of Gaming Enterprises.

      The  initial  accreted value of the Notes was  $519.40  per
$1,000 principal amount at maturity of the Notes.  The Notes will
mature   on   March   1,   2010.    The  Notes  will  accrete  at
13 1/2% (computed  on  a semi-annual bond equivalent basis) based
on the initial accreted value, calculated from February 26, 1998.
Cash  interest  on  the  Notes will not accrue prior to March  1,
2003.  Thereafter, cash interest  on the Notes will accrue at the
rate of 13 1/2% per annum based on the accreted value at maturity
of  the  Notes  and  will  be payable semi-annually in arrears on
March 1 and  September  1  of  each year, commencing on September
1, 2003.

      The  Notes  are secured by a first priority pledge  of  all
amounts  held  in a segregated construction disbursement  account
(the  "Note  Construction Disbursement Account") and by  a  first
priority  pledge  of  all  the issued and  outstanding  Series  A
Preferred  Interests  of  Aladdin  Gaming,  LLC  held  by  Gaming
Holdings.   As  of June 30, 1998, all of the funds  in  the  Note
Construction  Disbursement  Account had  been  disbursed  to  pay
certain  previously existing indebtedness, certain fees, expenses
and construction costs.

      The  Indenture to the Notes contains certain covenants that
(subject  to  certain exceptions) restrict  the  ability  of  the
Issuers and certain of their subsidiaries to, among other things:
(i)  make restricted payments; (ii) incur additional indebtedness
and  issue preferred stock; (iii) incur liens; (iv) pay dividends
or   make   other  distributions;  (v)  enter  into  mergers   or
consolidations;   (vi)  enter  into  certain  transactions   with
affiliates or (vii) enter into new lines of business.

7.   LONG-TERM DEBT

     On  February  26, 1998, Aladdin Gaming, LLC entered  into  a
$410.0  million  Credit  Agreement  ("Bank  Credit  Facility"  or
"Credit  Agreement") with various financial institutions and  the
Bank  of Nova Scotia as the administrative agent for the lenders.
The Credit Agreement consists of three separate term loans.  Term
A  Loan comprises a term loan of $136.0 million and matures seven
years after the initial borrowing date.  Term B Loan comprises  a
term  loan of $114.0 million and matures eight and one-half years
after  the initial borrowing date.  Term C Loan comprises a  term
loan  of $160.0 million and matures ten years after the borrowing
date.   The  Term B Loan and the Term C Loan were funded  by  the
lenders on February 26, 1998 and the funds are held by Gaming for
the  future development of the Aladdin.  The

                               -6-

<PAGE>

Term  B Loan and the Term C  Loan  proceeds could not be utilized
until the  proceeds from the Notes were completely exhausted.  As
of June 30,  1998, 100%  of  the  Note proceeds had been utilized
and  approximately $2.0  million  had been drawn down on the Term
B  loan and  $2.8 million had been drawn down on the Term C loan.
The Term A  loan has not been funded.

      The  Company  pays interest on the term loans  as  follows:
Term  A  Loan,  LIBOR  plus 300 basis points  until  the  Aladdin
commences operations, then LIBOR plus an amount between 150 basis
points  and 275 basis points depending upon the Company's  EBITDA
results; Term B Loan, LIBOR plus 200 basis points while the funds
are  held in the cash collateral account and LIBOR plus 350 basis
points  once the funds are utilized for the construction  of  the
Aladdin;  and Term C Loan, LIBOR plus 200 basis points while  the
funds are held in the cash collateral account and LIBOR plus  400
basis points once the funds are utilized for the construction  of
the   Aladdin.   The  Company  has  entered  into  various  hedge
arrangements  for  the  LIBOR  as  follows:   (a)  until  Aladdin
commences  operation, for the Term A Loan and  the  Term  B  Loan
LIBOR  is fixed at 5.883% and for the Term C Loan LIBOR is  fixed
at 6.485%; and (b) once the Aladdin has commenced operations, for
the  Term A Loan and Term B Loan, the maximum LIBOR is 7.00%  and
the minimum is 5.65%, and for the Term C Loan, the LIBOR has been
fixed at 6.485%.  The hedge arrangements for the Term A Loan  and
Term  B Loan are in place until the respective loan maturity date
and for the Term C Loan the hedge arrangements are cancelable  at
the  call  date  of  March  2003.  No  principal  repayments  are
required prior to the opening of the Aladdin.

      On  June  30, 1998, the Company entered into FF&E financing
which  provides  for operating lease financing  of  up  to  $60.0
million and term loan facility of $20.0 million to obtain  gaming
equipment and other specified equipment.  Funding under the  FF&E
financing  is  available  beginning  six  months  prior  to   the
construction  completion  date  of  the  Aladdin.   Repayment  of
principal and interest is due in quarterly installments upon  the
construction  completion date of the Aladdin.  The  term  of  the
operating  lease financing is 36 months (with the Company  having
two, one year options to renew) and the term of the loan facility
is five years.  The interest rate from the funding date until the
construction  of the Aladdin is completed is either 30-day  LIBOR
plus 478 basis points or Prime Rate plus 275 basis points.  After
the  construction completion date, the interest rate shall be the
90-day LIBOR plus 478 basis points.

8.   RESTRICTED LAND

     Approximately  12.4  acres of land  was  deeded  to  Aladdin
Gaming,  LLC on February 26, 1998, with an obligation to transfer
such  land  to  Aladdin  Bazaar, LLC at a future  date.   Aladdin
Bazaar,   LLC   intends  to  construct  and  operate   a   themed
entertainment  shopping  mall  and  a  4,800-space  car   parking
facility  (the "Mall Project").  The Mall Project is expected  to
be an integral part of the Aladdin entertainment complex.

9.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In  June  1997,  the  FASB issued SFAS No.  130,  "Reporting
Comprehensive  Income."   SFAS  No.  130  requires  companies  to
classify items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of  other
comprehensive  income  separately  from  retained  earnings   and
additional paid-in capital in the equity sections of a  statement
of  financial position, and is effective for financial statements
issued  for fiscal years beginning after December 15, 1997.   The
Company  has adopted SFAS No. 130, during the three-month  period
ended  March  31,1998 and has determined that such adoption  will
not  result in comprehensive income different from net income  as
reported in the accompanying financial statements.

     In  June  1997,  the FASB issued SFAS No.  131,  "Disclosure
about  Segments of an Enterprise and Related Information."   SFAS
No. 131 establishes additional standards for segment reporting in
financial

                               -7-

<PAGE>

statements  and  is  effective  for fiscal years beginning  after
December 15, 1997. The Company currently operates as one segment.

Item 2.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

DEVELOPMENT ACTIVITIES
     
     Aladdin  Gaming  Holdings,  LLC, a Nevada  limited-liability
company ("Gaming Holdings"), was established on December 1, 1997.
Gaming   Holdings   was  initially  owned   by   Aladdin   Gaming
Enterprises,   Inc.   (25%),   a   Nevada   corporation,   Sommer
Enterprises,  LLC (72%), a Nevada limited-liability company,  and
GAI,  LLC  (3%), a Nevada limited-liability company.  On February
26,  1998,  London  Clubs  International  plc  ("London  Clubs"),
through  its  subsidiary  London  Clubs  Nevada,  Inc.  ("LCNI"),
contributed  $50.0 million for a 25% interest of Gaming  Holdings
common membership interests.  Sommer Enterprises, LLC contributed
a  portion  of  land  for common membership interests  in  Gaming
Holdings.     Aladdin   Gaming   Enterprises,    Inc.    ("Gaming
Enterprises")  contributed a portion of  land,  $7.0  million  of
predevelopment  costs  and  $15.0  million  in  cash  for  common
membership  interests in Gaming Holdings.  After  the  additional
contributions,  Sommer  Enterprises,  LLC  owns  47%  of   Gaming
Holdings,  LCNI  owns 25% of Gaming Holdings, Gaming  Enterprises
owns  25%  of  Gaming Holdings and GAI, LLC  owns  3%  of  Gaming
Holdings.

     Aladdin  Holdings, LLC, a Delaware limited-liability company
("Holdings"),  indirectly  holds a majority  interest  in  Gaming
Holdings.   The  members of Holdings are the Trust Under  Article
Sixth  u/w/o  Sigmund Sommer ("Sommer Trust") which holds  a  95%
interest  in  Holdings,  and GW Vegas,  LLC,  a  Nevada  limited-
liability  company  ("GW"), a wholly owned  subsidiary  of  Trust
Company  of  the  West  ("TCW"), which holds  a  5%  interest  in
Holdings.

     Gaming Holdings is a holding company, the material assets of
which are 100% of the outstanding common membership interests and
100%  of  the outstanding Series A preferred interests of Aladdin
Gaming,  LLC ("Gaming").  Aladdin Capital Corporation ("Capital")
is   a  wholly  owned  subsidiary  of  Gaming  Holdings  and  was
incorporated solely for the purpose of serving as a co-issuer  of
the  13 1/2% Senior Discount Notes ("Notes").  Capital  will  not
have  any  material  operations  or  assets and will not have any
revenues.

      The  operations  of Gaming Holdings and  its  subsidiaries,
collectively  known as "the Company", have been  limited  to  the
design,  development, financing and construction of a  new  hotel
and  casino ("Aladdin").  The Aladdin will be the centerpiece  of
an   approximately  35  acre  world-class  resort,   casino   and
entertainment  complex ("Complex") located on  the  site  of  the
former  Aladdin hotel and casino in Las Vegas, Nevada, a  premier
location at the center of the Las Vegas Boulevard ("Strip").  The
Aladdin  has  been designed to include a luxury themed  hotel  of
approximately 2,600 rooms, an approximately 116,000  square  foot
casino, an approximately 1,400-seat production showroom and seven
restaurants.    The  casino's  main  gaming  area  will   contain
approximately  2,800 slot machines, 87 table games,  keno  and  a
race  and sports book facility.  Included on a separate level  of
the  casino will be a 15,000 square foot luxurious gaming section
that  is  expected  to  contain  an  additional  20  to  30  high
denomination  table games and approximately 100 high denomination
slot  machines.  The Complex, which has been designed to  promote
casino  traffic and to provide customers with a wide  variety  of
entertainment alternatives, will comprise:  (i) the Aladdin; (ii)
the themed entertainment shopping mall with approximately 522,000
square  feet of retail space ("Desert Passage"); (iii)  a  second
hotel  and casino with a music and entertainment theme,  expected
to  be known as "Sound Republic Hotel Casino" ("Sound Republic");
(iv)  the  newly  renovated 7,000-seat Theater of the  Performing
Arts  ("Theater");  and  (v)  the approximately  4,800-space  car
parking  facility  ("Carpark"  and,  together  with  the   Desert
Passage, hereinafter, "Mall Project").  The Mall Project will  be

                               -8-

separately  owned  by  an  affiliate of  the  Company  and  Sound
Republic  is  expected to be owned 49% by the  Company,  with  an
option to acquire 50% of the project.  The grand opening date for
the  Aladdin  and  the Mall Project is currently  anticipated  to
occur during the spring of the year 2000, with the opening of the
Sound  Republic  expected to occur within six  months  after  the
opening of the Aladdin.

RESULTS OF OPERATIONS

      The  Company  is  in  the  development  stage  and  has  no
significant operations to date.  The Company has capitalized  all
qualifying  construction  costs  except  for  a  portion  of  the
interest  expense  incurred during the period.  Accordingly,  the
Company  does  not  have  any historical operating  income.   The
capitalized  costs  consist  primarily  of  land  contributed  by
certain  members of Gaming Holdings, design fees,  financing  and
commitment  fees, construction costs and interest  on  qualifying
assets.    The   Company's  operating  expenses  primarily   have
consisted of interest, amortization costs and expenses related to
the Notes and the preopening costs of the Aladdin.

     The  Company anticipates that its results of operations from
inception  to the grand opening of the Aladdin will be  adversely
affected  by the expensing of pre-opening costs and interest  not
qualifying  for  capitalization and should not be  indicative  of
future  operations.  Accordingly, historical results will not  be
indicative of future operating results.  Future operating results
of  the  Company  are subject to significant business,  economic,
regulatory and competitive uncertainties and contingencies,  many
of  which  are beyond the Company's control.  While  the  Company
believes  that the Aladdin will be able to attract  a  sufficient
number of patrons and achieve the level of activity necessary  to
permit  the Company to meet their payment obligations,  including
the  Notes and other indebtedness, there can be no assurance with
respect thereto.

      The  Company  recorded  a net loss  of  approximately  $8.0
million   for   the  three  months  ended  June  30,   1998   and
approximately  $21.7 million for the six months  ended  June  30,
1998.   The  loss was due to the preopening costs of the  Aladdin
and  the interest, amortization costs and expenses related to the
Notes.

MATERIAL CHANGES IN FINANCIAL CONDITION

      The  $826.2  million  necessary to  fund  the  development,
financing,  construction  and opening  of  the  Aladdin  will  be
derived  from  a combination of (i) borrowings of  up  to  $410.0
million  under the Bank Credit Facility (as defined below);  (ii)
operating  lease  and  loan obligations aggregating  $80  million
under  FF&E financing; (iii) equity contribution by LCNI of $50.0
million  in cash, $7.0 million in pre-development costs  incurred
and  $150.0  million  appraised fair  market  value  in  land  by
Holdings  and  $115.0 million of gross proceeds  from  the  Notes
offering; and (iv) anticipated site work reimbursement  of  $14.2
million.

     The uses of such funds are budgeted at $826.2 million, which
includes  $295.6  million for the Aladdin's construction,  $107.5
million   for  furniture,  fixtures  and  equipment  and   gaming
equipment,  $135.0  million for land,  $74.5  million  to  retire
existing  debt,  and  the  balance for  other  preopening  costs,
working  capital and financing costs.  The uses of  such  funding
are  estimates,  which the Company reviews on a  periodic  basis.
There  can be no assurances that these estimates will not change.
The  Company believes that the construction budget is  reasonable
and  the  Company has entered into a fixed or guaranteed  maximum
price  contract  (which is subject to price  adjustments  if  the
plans and specifications are changed) for the construction  of  a
substantial portion of the Aladdin.  Given the risks inherent  in
the  construction process, however, actual construction costs may
be higher.

      Through June 30, 1998 approximately $160.2 million had been
expended  on  development of the Aladdin, of which  approximately
$74.5  million had been expended on repayment of debt  associated
with  the  land  contributed to the Company, approximately  $36.7
million  in  construction and capitalized interest,

                               -9-

<PAGE>

approximately $39.4 million  in  debt issuance and member  equity
costs, and approximately $9.6 million in preopening costs and net
interest expense.
     
     On  February  26, 1998, Gaming Holdings, Capital ("Issuers")
and   Gaming   Enterprises,  consummated   a   private   offering
("Offering") under Rule 144A of the Securities Act of 1933.   The
private offering consisted of 221,500 units ("Units"), each  unit
consisting   of   (i)    $1,000  principal amount of maturity  of
13 1/2%  Senior  Discount  Notes  due  2010  ("Notes")  of Gaming
Holdings  and   Capital  and   (ii)  10  Warrants ("Warrants") to
purchase 10 shares  of  Class  B  non-voting Common Stock, no par
value, of Gaming Enterprises.

      The  initial  accreted value of the Notes was  $519.40  per
$1,000 principal amount at maturity of the Notes.  The Notes will
mature   on   March  1,  2010.    The   Notes  will   accrete  at
13 1/2% (computed  on  a semi-annual bond equivalent basis) based
on the initial accreted value, calculated from February 26, 1998.
Cash  interest  on  the  Notes will not accrue prior to March  1,
2003.  Thereafter,  cash interest on the Notes will accrue at the
rate of 13 1/2%  per  annum  based  on  the  accreted  value   at
maturity  of  the  Notes  and  will be  payable  semi-annually in
arrears on March 1 and  September 1  of  each year, commencing on
September 1, 2003.

      The Notes are secured by a first priority pledge of all  of
the issued and outstanding Series A preferred member interests of
Aladdin  Gaming.  As of June 30, 1998, all of the  proceeds  from
the  Offering  have been distributed to repay certain  previously
existing  indebtedness, construction costs and certain  fees  and
expenses.

      The  Indenture to the Notes contains certain covenants that
(subject  to  certain exceptions) restrict  the  ability  of  the
Issuers and certain of their subsidiaries to, among other things:
(i)  make restricted payments; (ii) incur additional indebtedness
and  issue preferred stock; (iii) incur liens; (iv) pay dividends
or   make   other  distributions;  (v)  enter  into  mergers   or
consolidations;   (vi)  enter  into  certain  transactions   with
affiliates or (vii) enter into new lines of business.

     On  February  26, 1998, Aladdin Gaming, LLC entered  into  a
$410.0  million  Credit  Agreement  ("Bank  Credit  Facility"  or
"Credit  Agreement") with various financial institutions and  the
Bank  of Nova Scotia as the administrative agent for the lenders.
The Credit Agreement consists of three separate term loans.  Term
A  Loan comprises a term loan of $136.0 million and matures seven
years after the initial borrowing date.  Term B Loan comprises  a
term  loan of $114.0 million and matures eight and one-half years
after  the initial borrowing date.  Term C Loan comprises a  term
loan  of $160.0 million and matures ten years after the borrowing
date.   The  Term B Loan and the Term C Loan were funded  by  the
lenders on February 26, 1998 and the funds are held by Gaming  in
a  cash  collateral  account for the future  development  of  the
Aladdin.  The Term B Loan and the Term C Loan proceeds could  not
be  utilized  until the proceeds from the Notes  were  completely
exhausted.  As of June 30, 1998 all of the $115.0 million of  the
Note  proceeds had been utilized.  The proceeds from the  Term  B
Loan  and Term C Loan have been funded and the funds placed in  a
cash  collateral account from which the Company withdraws amounts
monthly.  As of June 30, 1998, approximately $2.0 million of  the
Term  B Loan had been drawn down from the cash collateral account
and  approximately $2.8 million of the Term C Loan had been drawn
down  from the cash collateral account; and Term A loan  had  not
been funded.
     
     The  Company  pays  interest on the term loans  as  follows:
Term  A  Loan,  LIBOR  plus 300 basis points  until  the  Aladdin
commences operations, then LIBOR plus an amount between 150 basis
points  and 275 basis points depending upon the Company's  EBITDA
results; Term B Loan, LIBOR plus 200 basis points while the funds
are  held in the cash collateral account and LIBOR plus 350 basis
points  once the funds are utilized for the construction  of  the
Aladdin;  and Term C Loan, LIBOR plus 200 basis points while  the
funds are held in the cash collateral account and LIBOR plus  400
basis points once the funds are

                               -10-

<PAGE>

utilized for the construction  of  the   Aladdin.    The  Company
has  entered  into  various  hedge  arrangements  for  the  LIBOR
as  follows:  (a)  until   Aladdin  commences  operation, for the
Term A Loan and  the  Term  B  Loan LIBOR  is fixed at 5.883% and
for the Term C Loan LIBOR is  fixed  at  6.485%; and (b) once the
Aladdin has commenced operations, for the  Term A Loan and Term B
Loan, the maximum LIBOR is 7.00%  and  the  minimum is 5.65%, and
for  the  Term  C  Loan,  the  LIBOR  has  been  fixed at 6.485%.
The hedge arrangements for the Term A Loan and Term B Loan are in
place until the respective loan maturity date  and for the Term C
Loan the hedge arrangements are cancelable  at  the  call date of
March 2003. No principal repayments are  required  prior  to  the
opening of the casino.
     
      On  June  30, 1998, the Company entered into FF&E financing
which  provides  for operating lease financing  of  up  to  $60.0
million and term loan facility of $20.0 million to obtain  gaming
equipment and other specified equipment.  Funding under the  FF&E
financing  is  available  beginning  six  months  prior  to   the
construction  completion  date  of  the  Aladdin.   Repayment  of
principal and interest is due in quarterly installments upon  the
construction  completion date of the Aladdin.  The  term  of  the
operating  lease financing is 36 months (with the Company  having
two, one year options to renew) and the term of the loan facility
is five years.  The interest rate from the funding date until the
construction  of  the Aladdin is completed is either  the  30-day
LIBOR  plus 478 basis points or the Prime Rate (as defined)  plus
275  basis  points.  After the construction completion date,  the
interest rate shall be the 90-day LIBOR plus 478 basis points.

     London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings,
LLC  ("Bazaar Holdings"), a subsidiary of the Sommer Trust,  have
entered  into a completion guaranty ("Bank Completion  Guaranty")
for  the  benefit of the lenders under the Bank Credit  Facility,
under  which  they have agreed to guarantee, among other  things,
the  completion of the Aladdin.  The Bank Completion Guaranty  is
not  subject to any maximum dollar limitations.  The  holders  of
the Notes are not party to the Bank Completion Guaranty, however,
London  Clubs, the Sommer Trust and Bazaar Holdings have  entered
into  a  limited  completion guarantee for  the  benefit  of  the
Noteholders ("Noteholder Completion Guaranty"), under which  they
guarantee completion of the Aladdin, subject to certain important
exceptions,  limitations  and  qualifications.   The   Noteholder
Completion  Guaranty  contains certain  intercreditor  provisions
which  significantly limit the rights of the  Trustee  under  the
Noteholder Completion Guaranty.

     London Clubs, Holdings and Bazaar Holdings have entered into
the  Keep-Well  Agreement for the benefit of  the  bank  lenders.
Pursuant  to the Keep-Well Agreement, London Clubs, Holdings  and
Bazaar Holdings have agreed to contribute funds to the Company to
ensure the Company's compliance with certain financial ratios and
other  requirements under the Bank Credit Facility for the period
up  to the earlier of the date on which the Company complies with
all the financial covenants set forth in the Bank Credit Facility
for   six  consecutive  quarterly  periods  from  and  after  the
Conversion  Date  or the date on which the aggregate  outstanding
principal  amounts of the Bank Credit Facility are reduced  below
certain  amounts and prior to certain dates, subject  to  certain
conditions.

      In  connection  with the development of the  Mall  Project,
Aladdin   Bazaar,   LLC,   will  only   reimburse   the   Company
approximately $14.2 million for the construction of certain areas
shared by the Aladdin and the Mall Project and the facade to  the
Aladdin.  Additionally, Aladdin Bazaar, LLC is obligated to spend
no  more  than $36.0 million for a car park associated  with  the
Aladdin  project.   Therefore, any cost overruns associated  with
these  items  will  be borne by the Company.   In  addition,  the
Company  is  obligated to pay to Aladdin Bazaar, LLC (i)  a  $3.2
million  fee  per year for a term of 99 years, which is  adjusted
annually  pursuant to a consumer price index-based  formula,  for
usage  of the car park and (ii) the Company's proportionate share
of the operating costs associated therewith.

     The  funds provided by the funding transactions are expected
to  be sufficient to develop, complete and commence operations of
the  Aladdin,  assuming no delays or construction cost  overruns,
which  are not

                               -11-

<PAGE>

covered  by  the  $31.8 million contingency or  Fluor Corporation
and/or   its   subsidiary   Fluor  Daniel, the design/builder for
the  Aladdin.    As  of  June  30,  1998,  the  Company  expended
approximately $1.8 million of the contingency. It is not expected
that additional external funding will need to   be   obtained  in
order  to  develop and commence the operations  of  the  Aladdin.
However,  there  can  be no assurance that  such  funds  will  be
sufficient for the development, construction and commencement  of
the Aladdin.

     Following the commencement of operations of the Aladdin, the
Company  expects to fund its operating, debt service and  capital
needs,  as currently contemplated, with $15.0 million of  working
capital  from the funding transactions and operating cash  flows.
In  addition,  upon the opening of the Aladdin,  the  Company  is
expected to have an aggregate of $10.0 million available under  a
working  capital facility.  Although no additional  financing  is
contemplated,  the  Company will seek, if necessary  and  to  the
extent  permitted under the Note Indenture and the terms  of  the
Bank  Credit  Facility, additional financing  through  additional
bank  borrowings or debt or equity financings.  There can  be  no
assurance that additional financing, if needed, will be available
to  the Company, or that, if available, the financing will be  on
terms  favorable to the Company.  There can also be no  assurance
that  estimates  by  the  Company of its  reasonably  anticipated
liquidity needs are accurate or that new business developments or
other unforeseen events will not occur, resulting in the need  to
raise additional funds.

YEAR 2000

     The  Company  and  its  subsidiaries are  development  stage
companies  that are developing, constructing, and upon completion
(currently anticipated to occur in the spring of the year  2000),
will   operate  a  hotel  casino.   The  selection  of   software
applications,  hardware  and other technology  currently  in  use
principally  occurred within the last twelve  months.   The  only
computer  systems  in  place  at the  current  time  are  several
financial  applications, word processing and an  internal  e-mail
system  that  are Year 2000 compliant.  Accordingly,  it  is  not
expected that the Company will incur significant amounts, if any,
to modify its systems for Year 2000 compliance.
     
     The  Company  has requested representations  regarding  Year
2000  compliance  from  Fluor Corporation and/or  its  subsidiary
Fluor   Daniel,   the  design/builder  for   the   Aladdin   (the
"Design/Builder"), and through Design/Builder will  seek  similar
representations  of the other contractors and subcontractors  for
the construction of the Aladdin (collectively, the "Contractors")
to   assess  the  impact  of  Year  2000  noncompliance  on   the
construction  of the Aladdin.  Construction delays  will  have  a
significant  impact  on  the financial results  of  the  Company.
Notwithstanding,  the  Company  has  entered  into  a  guaranteed
maximum   price   contract  with  the  Design/Builder   for   the
construction  of  the  Aladdin that contains  liquidated  damages
provisions  in the event that the substantial completion  of  the
construction  of  the Aladdin is not completed  by  the  contract
time,  as  defined by, and adjusted pursuant to, the Design/Build
Contract.   There  can be no assurance that the  systems  of  the
Contractors  or  other companies on which the Company  may  rely,
such  as vendors, will be properly converted before the Year 2000
and  that failure to convert by another company will not have  an
adverse effect on the Company's operations.

START-UP ACTIVITIES

      In April 1998, the Accounting Standards Executive Committee
of  the American Institute of Certified Public Accountants issued
Statement of Position No. 98-5 REPORTING ON THE COSTS OF START-UP
ACTIVITIES ("SOP 98-5).  The provisions of SOP 98-5 are effective
for  fiscal  years beginning after December 15, 1998 and  require
that  the  costs  associated with start-up activities  (including
preopening costs of casinos) be expensed as incurred.   SOP  98-5
permits early adoption in fiscal years for which annual financial
statements have not yet been issued.

      Effective  January  1,  1998 the Company  has  adopted  the
provisions of SOP 98-5.

                               -12-

<PAGE>

CERTAIN FORWARD LOOKING STATEMENTS

      Certain  information included in this Form 10-Q  and  other
materials filed or to be filed by the Company with the Securities
and  Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by  the
Company) contains statements that are forward-looking within  the
meaning of Section 27A of the Securities Act of 1933, as amended,
and  Section  21E  of the Securities Exchange  Act  of  1934,  as
amended.    Such   statements  relating  to  plans   for   future
operations,   construction   and  development,   other   business
development activities, capital spending, financing sources,  the
effect  of regulation (including gaming and tax regulations)  and
competition.  Such forward-looking information involves important
risks   and   uncertainties  that  could   significantly   affect
anticipated results in the future and, accordingly, such  results
may differ from those expressed in any forward-looking statements
made   by  or  on  behalf  of  the  Company.   These  risks   and
uncertainties include, but are not limited to, those relating  to
development  and construction activities, dependence on  existing
management,  leverage and debt service (including sensitivity  to
fluctuations   in  interest  rates),  domestic  or  international
economic  conditions (including sensitivity  to  fluctuations  in
foreign currencies), changes in federal or state tax laws or  the
administration   of  such  laws,  changes  in  gaming   laws   or
regulations  (including the legalization  of  gaming  in  certain
jurisdictions)  and application for licenses and approvals  under
applicable jurisdictional laws and regulations (including  gaming
laws and regulations).
                                
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK.

      As  of  June  30,  1998,  the  Company  did  not  hold  any
investments in market risk sensitive instruments.

                               -13-

<PAGE>

PART II   Other Information

Item 1.   LEGAL PROCEEDINGS

     Not Applicable

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     (a)  Not applicable

     (b)  On  July  24, 1998,  Aladdin  Gaming Holdings, LLC  and
Aladdin   Capital   Corp.   (collectively,   "Company")   offered
("Exchange Offer"), subject  to certain terms and conditions,  to
exchange  $1,000  in  principal  amount  of  its 13 1/2% Series B
Senior Discount  Notes  due 2010 ("New Notes") for each $1,000 in
principal amount  of  its  outstanding  13 1/2%  Series  A Senior
Discount Noted due 2010 ("Old  Notes"),  of  which  an  aggregate
principal amount of  $221.5 million is outstanding.

     Under the terms of the Exchange Offer, the Company agreed to
accept  for  exchange  any and all Old  Notes  that  are  validly
tendered  prior to 5:00 p.m., New York City time, on  August  25,
1998,  unless  extended.  The Exchange Offer is  subject  to  the
terms  and  provisions of the Note Registration Rights Agreement,
dated February 26, 1998, among the Company, Merrill Lynch, Pierce
Fenner   &   Smith  Incorporated,  Credit  Suisse  First   Boston
Corporation,  CIBC  Oppenheimer Corp. and Scotia  Capital  Market
(USA) Inc.
     
     The  Old Notes were, and the New Notes will also be,  issued
pursuant  to  an  Indenture, dated February 26, 1998,  among  the
Company and State Street Bank and Trust Company, as trustee.  The
terms of the New Notes are identical in all material respects  to
the  Old Notes, except that the Old Notes (but not the New Notes)
provide  that  the certain liquidated damages if  a  registration
statement  has not been filed or is not effective  by  a  certain
deadline, liquidated damages will accrue.

Item 3.   DEFAULTS UPON SENIOR SECURTITIES

     Not Applicable

Item  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable

Item 5.   OTHER INFORMATION

     Not Applicable

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          10.01     Facilities Agreement between General Electric
                    Capital  Corporation  and Aladdin Gaming, LLC
                    dated June 26, 1998.

          10.02     Intercreditor Agreement by and among The Bank
                    of  Nova  Scotia,  General  Electric  Capital
                    Corporation  and Aladdin Gaming, LLC dated as
                    of June 30, 1998.

           27.01    Financial Data Schedule.
           
     (b)  Reports on Form 8-K

          None

                              -14-

<PAGE>

                           SIGNATURES

     Pursuant  to  the  requirements of  the  Securities Exchange
Act of 1934,  the  registrants  have  duly  caused this report to
be  signed on their behalf  by  the  undersigned  thereunto  duly
authorized.


                                   ALADDIN GAMING HOLDINGS, LLC

August 14, 1998                    By:  /s/ Richard J. Goeglein
                                        -------------------------
                                        Richard J. Goeglein,
                                        President and Chief
                                        Executive Officer

August 14, 1998                    By:  /s/ Cornelius T. Klerk
                                        -------------------------
                                        Cornelius T. Klerk,
                                        Senior Vice President and
                                        Chief Financial Officer
                                      
                                      
                                   ALADDIN CAPITAL CORPORATION

August 14, 1998                    By:  /s/ Richard J. Goeglein
                                        -------------------------
                                        Richard J. Goeglein,
                                        Chief Executive Officer

August 14, 1998                    By:  /s/ Cornelius T. Klerk
                                        -------------------------
                                        Cornelius T. Klerk,
                                        Senior Vice President and
                                        Chief Financial Officer
                                      
                              -15-
                                
<PAGE>

                                
                          EXHIBIT INDEX
                                
                                                            PAGE
EXHIBIT NO. DESCRIPTION                                     NO.
----------- -----------                                     ---

10.01       Facilities Agreement between General Electric    17
            Capital  Corporation  and Aladdin Gaming, LLC
            dated June 26, 1998.
            
10.02       Intercreditor Agreement by and among The Bank   200
            of  Nova  Scotia,  General  Electric  Capital
            Corporation  and Aladdin Gaming, LLC dated as
            of June 30, 1998.

27.01       Financial Data Schedule.                        235


                              -16-
                                
<PAGE>