<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                     FORM 10-Q/A

(Mark One)
( X )     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934


          For the quarterly period ended:              March 31, 1999
                                           -------------------------------------

                                          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 jurisdiction of          (I.R.S. Employer 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 CORP.
--------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

              Nevada                                     88-0379606
--------------------------------------------------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer 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)

<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                    YES    X    NO
                                                         -----      -----

Indicate the number of shares outstanding of 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 March 31, 1999.




EXPLANATION OF THE AMENDMENT:

     Due to a typographical error in the "Consolidated Statements of Members'
Equity" and "Consolidated Statements of Cash Flows," it is necessary to amend,
in its entirety, Item 1 "Financial Statements" of Part I of this report to read
as follows:

<PAGE>

PART I.   FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

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

                             CONSOLIDATED BALANCE SHEETS
                      AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
                                    (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                   March 31,      December 31,
                                                      1999            1998
                                                ---------------  ---------------
                                                  (unaudited)
                     ASSETS
<S>                                             <C>              <C>
 Current assets:
      Cash                                         $        26     $      1,248
      Restricted land                                    6,842            6,842
      Other current assets                                 972            1,021
                                                ---------------  ---------------
           Total current assets                          7,840            9,111
                                                ---------------  ---------------

 Property and equipment:
      Land                                              33,407           33,407
      Furniture and equipment                              304              272
      Construction in progress                         123,808           86,557
      Capitalized interest                              12,977            8,213
                                                ---------------  ---------------
                                                       170,496          128,449
      Less accumulated depreciation                         37               17
                                                ---------------  ---------------
                                                       170,459          128,432
                                                ---------------  ---------------

 Other assets
      Restricted cash                                  198,037          227,983
      Other assets                                       3,270            2,920
      Debt issuance costs, net of
      accumulated amortization of $3,701
      and $2,831                                        33,441           34,315
                                                ---------------  ---------------
           Total other assets                          234,748          265,218
                                                ---------------  ---------------

                                                  $    413,047     $    402,761
                                                ---------------  ---------------
                                                ---------------  ---------------

         LIABILITIES AND MEMBERS' EQUITY
 Current liabilities:
      Accounts payable                                   3,636            3,394
      Construction payable                              23,244           12,063
      Obligation to transfer land                        6,842            6,842
      Accrued expenses                                   2,987            1,847
                                                ---------------  ---------------
           Total current liabilities                    36,709           24,146
                                                ---------------  ---------------

 Long-term debt, net of discount                       392,972          388,353

 Related party payables and other liabilities            5,102            4,122

 Members' equity:
      Common membership interest                        28,608           28,608
      Deficit accumulated during the                   (50,344)         (42,468)
      development stage                         ---------------  ---------------
           Total members' equity                       (21,736)         (13,860)
                                                ---------------  ---------------
                                                  $    413,047     $    402,761
                                                ---------------  ---------------
                                                ---------------  ---------------
</TABLE>

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

                                          1
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 AND FOR THE PERIOD
            FROM INCEPTION (DECEMBER 1, 1997) THROUGH MARCH 31, 1999
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                                      For the period
                                                                                                       December 1,
                                                            For the three        For the three      1997 (inception)
                                                            months ended          months ended           through
                                                           March 31, 1999        March 31, 1998       March 31, 1999
                                                             (unaudited)          (unaudited)          (unaudited)
                                                           ----------------     -----------------    -----------------
<S>                                                        <C>                  <C>                  <C>
Pre-opening costs                                                $   2,297            $   11,463           $   27,034

Other (income) expense:
       Interest income                                             (2,548)               (1,585)             (15,020)
       Interest expense                                             12,891                 4,388               51,307
       Less:  Interest capitalized                                 (4,764)                 (544)             (12,977)
                                                           ----------------     -----------------    -----------------
              Total other (income) expense                           5,579                 2,259               23,310
                                                           ----------------     -----------------    -----------------

Net loss accumulated during the development stage                $   7,876            $   13,722           $   50,344
                                                           ----------------     -----------------    -----------------
                                                           ----------------     -----------------    -----------------
</TABLE>




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

                                       2
<PAGE>

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

                   CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
                FOR THE PERIOD FROM INCEPTION (DECEMBER 1, 1997)
                             THROUGH MARCH 31, 1999
                                 (IN THOUSANDS)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Aladdin         London
                                            Sommer           Gaming           Clubs
                                          Enterprises,     Enterprises,      Nevada,
                                              LLC              LLC             Inc.          GAI, LLC        Total
                                          ------------     ------------    ------------     -----------    -----------
<S>                                       <C>              <C>             <C>              <C>            <C>
BALANCE, DECEMBER 1, 1997                     $     -          $     -         $     -         $     -        $     -

Members' contribution                               1                -               -               2              3
                                          ------------     ------------    ------------     -----------    -----------

BALANCE, DECEMBER 31, 1997                          1                -               -               2              3

Net loss for the period                      (19,960)         (10,617)        (10,617)         (1,274)       (42,468)

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

Members' equity costs                         (1,093)            (581)           (581)            (70)        (2,325)
                                          ------------     ------------    ------------     -----------    -----------

BALANCE, DECEMBER 31, 1998                   (68,369)           17,049          38,802         (1,342)       (13,860)

Net loss for the period                       (3,702)          (1,969)         (1,969)           (236)        (7,876)
                                          ------------     ------------    ------------     -----------    -----------

BALANCE, MARCH 31, 1999                    $ (72,071)         $ 15,080         $36,833       $ (1,578)     $ (21,736)
                                          ------------     ------------    ------------     -----------    -----------
                                          ------------     ------------    ------------     -----------    -----------
</TABLE>







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

                                       3
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 AND FOR THE PERIOD
            FROM INCEPTION (DECEMBER 1, 1997) THROUGH MARCH 31, 1999
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                    For the period
                                                                                                   December 1, 1997
                                                   For the three            For the three             (inception)
                                                    months ended             months ended          through March 31,
                                                   March 31, 1999           March 31, 1998               1999
                                                    (unaudited)              (unaudited)              (unaudited)
                                                 -------------------    ----------------------    --------------------
<S>                                              <C>                    <C>                       <C>
Cash used in operating activities                         $   (303)                $  (9,300)             $  (20,962)
                                                 -------------------    ----------------------    --------------------

Cash flows from investing activities:
       Payments for construction in
       progress, furniture, equipment and
       capitalized interest                                (30,865)                   (7,037)               (105,534)
     Decrease (increase) in restricted cash                 29,947                  (308,293)               (198,036)
                                                 -------------------    ----------------------    --------------------
Net cash used in investing activities                         (918)                 (315,330)               (303,570)
                                                 -------------------    ----------------------    --------------------

Cash flows from financing activities:
       Proceeds from issuance of notes                           -                   100,047                 100,047
       Proceeds from long-term debt                              -                   274,000                 274,000
       Repayment of long-term debt                               -                       (45)                   (547)
       Debt issuance costs                                       -                   (37,170)                (37,146)
       Members' contributions                                    -                    65,000                  65,003
       Payment of debt on contributed land                       -                   (74,477)                (74,477)
       Members' equity costs                                     -                    (2,325)                 (2,325)
       Payable to related parties                               (1)                        -                       -
       Advances to purchase membership
         interests                                               -                         -                       3

                                                 -------------------    ----------------------    --------------------
Net cash provided by financing activities                       (1)                  325,030                 324,558
                                                 -------------------    ----------------------    --------------------

Net (decrease)/increase in cash                             (1,222)                      400                      26
Cash and cash equivalents at the beginning
   of the period                                             1,248                         7                       -
                                                 -------------------    ----------------------    --------------------
Cash and cash equivalents at the end of the
   period                                                     $ 26                     $ 407                    $ 26
                                                 -------------------    ----------------------    --------------------
                                                 -------------------    ----------------------    --------------------
</TABLE>


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


                                       4
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 AND FOR THE PERIOD
            FROM INCEPTION (DECEMBER 1, 1997) THROUGH MARCH 31, 1999
                                   (continued)

<TABLE>
<S>                                                 <C>          <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

Cash paid for interest, net of amount
   capitalized                                        $832         $ 365        $12,164
Non-cash investing and financing activities:
   Members' contributions - book value
       Land                                              -        33,407         33,407
       Construction in progress                          -         7,000          7,000
   Equipment acquired equal to assumption
     of debt                                             -           547            547
   Increase in construction payables                11,182             -         11,182
</TABLE>


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


                                       5
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

1.       BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

         Aladdin Gaming Holdings, LLC, a Nevada limited liability company
("Gaming Holdings"), through its wholly-owned subsidiary Aladdin Gaming, LLC
("Gaming"), is developing, constructing and will operate a new hotel and casino,
the Aladdin Hotel and Casino ("Aladdin"), as the centerpiece of an approximately
35-acre resort, casino and entertainment complex in Las Vegas, Nevada. The
resort will be located at the center of Las Vegas Boulevard. Gaming Holdings,
through its subsidiaries, also owns 100% of Aladdin Music, LLC ("Aladdin
Music"). Aladdin Music plans to construct a second hotel and casino with a music
and entertainment theme ("Aladdin Music Project") on the southeast corner of the
35-acre parcel. Aladdin Music is currently seeking a joint venture partner and
financing for the Aladdin Music Project.

         The consolidated financial statements include the accounts of Gaming
Holdings and all of its subsidiaries. This information should be read in
conjunction with the financial statements set forth in Gaming Holdings' Annual
Report on Form 10-K for the year ended December 31, 1998 and the Form 8-K, dated
April 27, 1999.

         Accounting policies utilized in the preparation of the financial
information herein presented are the same as set forth in Gaming Holdings'
annual financial statements except as modified for interim accounting policies.
The interim consolidated financial information is unaudited. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the results for the interim periods have
been included. Interim results of operations are not necessarily indicative of
the results of operations for the full year.

         Certain prior period amounts have been reclassified to conform with the
current period's presentation.

2.       AMENDMENTS TO THE CREDIT AGREEMENT

         On April 2, 1999, pursuant to the Bank Completion Guaranty, London
Clubs International, plc ("London Clubs") funded approximately $18.5 million in
order to bring the Main Project Budget "In Balance" (as defined in the Credit
Agreement) and the Lenders funded Gaming's March 1999 funding draw ("March
Draw") under the Credit Agreement. Upon receipt of the March Draw on April 2,
1999, Gaming immediately paid the outstanding March 1999 payment to the
Design/Builder.

         On April 16, 1999, the Lenders under the Credit Agreement approved,
effective as of March 10, 1999, the Second Amendment to the Credit Agreement,
which cured or waived the events of default discussed in Gaming Holdings' Form
10-K for the year ended December 31, 1998. Specifically, the Second Amendment to
the Credit Agreement provides: (i) the indebtedness incurred in connection with
the Aladdin Music Project has been paid by or on behalf of Aladdin Music and
this event of default has now been waived by the Lenders; (ii) a capital
contribution in the amount of approximately $18.5 million has been made to bring
the Main Project Budget "In Balance;" (iii) the approximately $6.5 million of
letters of credit, which had been previously posted by London Clubs and the
Trust Under Article Sixth


                                       6
<PAGE>

u/w/o Sigmund Sommer ("Sommer Trust") to fund a prior increase in the Main
Project Budget (and resulting imbalance), have been drawn and the proceeds
deposited in Gaming's guaranty deposit account; (iv) amending certain
definitions of the Credit Agreement, including, "Available Funds,"
"Indebtedness," and "Realized Savings;" (v) any costs in excess of $36 million
for completing the carpark associated with the project will be funded by the
Sommer Trust and London Clubs; (vi) requiring that Gaming maintain a minimum
"Net Worth" at the close of each calendar month, until the end of the fiscal
quarter during which the project opens (and then reverting to the Credit
Agreement's requirement to maintain the minimum Net Worth on a fiscal quarterly
basis thereafter), of not less than $100 million plus 85% of positive Net Income
(as defined in the Credit Agreement); and (vii) other technical amendments to
the Credit Agreement.

3.       INCOME TAXES

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

4.       IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133, which becomes
effective in the Year 2000, but may be adopted earlier, requires that entities
record all derivatives as assets or liabilities measured at fair value, with the
change in fair value recognized in earnings or in other comprehensive income,
depending on the use of the derivative and whether it qualifies for hedge
accounting. SFAS 133 amends or supercedes several current accounting statements.
Gaming Holdings is in the process of analyzing SFAS No. 133 and the impact on
its consolidated financial position and results of operations.



                                       7
<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


May 18, 1999                     By:   /s/ Cornelius T. Klerk
                                       -----------------------------------------
                                       Cornelius T. Klerk, Senior Vice President
                                       and Chief Financial Officer





                                 ALADDIN CAPITAL CORP.


May 18, 1999                     By:   /s/ Cornelius T. Klerk
                                       -----------------------------------------
                                       Cornelius T. Klerk, Senior Vice President
                                       and Chief Financial Officer




                                        8