SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  FORM 10-Q xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2001 OR oTRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                          to Commission file number 333-53211 Hard
  Rock Hotel, Inc.(Exact name of
  registrant as specified in its charter)Nevada
  88-0306263(State or other
  jurisdiction of
  (I.R.S. Employerincorporation or
  organization)
  Identification No.)4455
  Paradise Road, Las Vegas NV
  89109(Address of principal
  executive offices)
  (Zip Code)Registrant's telephone
  number, including area code:  (702) 693-5000
 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. YesxNoo APPLICABLE
ONLY TO CORPORATE ISSUERS: Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. Common
Stock outstanding by class as of May 11, 2001 Class
  of Common Stock
  SharesClass
  A Common Stock
  12,000Class
  B Common Stock
  64,023
    HARD
ROCK HOTEL, INC.

INDEX

Part
  I      FINANCIAL INFORMATIONItem
  1.  Financial StatementsCondensed Balance
  Sheets as of March 31, 2001 (unaudited) and December 31, 2000Condensed Statements
  of Operations for the three-months ended March 31, 2001 and 2000(unaudited)Condensed Statements
  of Cash Flows for the three-months ended March 31, 2001 and 2000 (unaudited)Notes
  to Condensed Financial StatementsItem
  2.  Management's Discussion and Analysis of Financial Condition and
  Results of OperationsItem
  3.  Quantitative and Qualitative Disclosures about Market RiskPART
  II   OTHER INFORMATIONItem 1.  Legal
  ProceedingsItem
  6:  Exhibits and Reports on Form 8-K(a)  Exhibits(b)  Reports
  on Form 8-K

Part I    FINANCIAL INFORMATION

Item 1.  Financial
Statements

HARD ROCK HOTEL, INC.CONDENSED BALANCE SHEETS
(in thousands, except share amounts)

ASSETSMarch 31,2001
  (unaudited)
  December 31,
  2000Current assets:Cash and cash equivalents
  $9,072
  $7,979Accounts receivable, net of allowance
  for doubtful accounts of $1,442 and $1,080 as of March 31, 2001 and December
  31, 2000, respectively
  6,330
  6,198Inventories
  1,577
  1,865Prepaid expenses and other current
  assets
  369
  660Deferred income taxes
  852
  852Total current assets
  18,200
  17,554Property and
  equipment, net of accumulated depreciation and amortization
  174,660
  176,503Other assets
  3,748
  4,549TOTAL ASSETS
  $196,608
  $198,606Current liabilities:Accounts payable
  $3,452
  $3,100Construction related payables
  421
  2,479Accrued expenses
  9,619
  12,918Current portion of long-term debt
  500
  -Interest payable
  5,791
  3,025Total current liabilities
  19,783
  21,522Deferred income taxes
  852
  852Long-term debt
  156,000
  157,500Total long-term liabilities
  156,852
  158,352Total liabilities
  176,635
  179,874Commitments and contingenciesPreferred stock, 9 1/4% Series A
  Cumulative, no par value, redeemable, 40,000 shares
  authorized, 28,000 shares issued and outstanding
  31,920
  31,213Preferred stock, 9 1/4% Series B
  Cumulative, no par value, redeemable, one share authorized, issued and
  outstanding
  21,569
  21,092Shareholders' deficit:Common stock, Class A voting, no par value,
  40,000 shares authorized, 12,000 shares issued and outstanding
  -
  -Common stock, Class B non-voting, no par
  value, 160,000 shares authorized, 64,023 shares issued and outstanding
  -
  -Paid-in capital
  7,508
  7,508Accumulated deficit
  (41,024)
  (41,081)Total shareholders' deficit
  (33,516)
  (33,573)TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
  $196,608
  $198,606The accompanying notes are an integral part of these
condensed financial statements.



HARD ROCK HOTEL, INC.CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)

Three
  Months Ended 
  March 31,2001
  2000Revenue:Casino
  $12,580
  $15,299Lodging
  7,175
  6,696Food and beverage
  9,930
  7,873Retail
  2,304
  2,473Other income
  1,735
  1,363Gross revenues
  33,724
  33,704Less:  promotional allowances
  (2,831)
  (2,295)Net revenues
  30,893
  31,409Costs and expenses:Casino
  7,440
  7,518Lodging
  1,716
  1,691Food and beverage
  5,035
  4,865Retail
  1,032
  1,137Other
  813
  686Marketing
  1,363
  1,053General and administrative
  5,067
  4,432Depreciation and amortization
  2,978
  3,137Total costs and expenses
  25,444
  24,519Income from operations
  5,449
  6,890Other expense:Interest expense, net
  (4,208)
  (4,460)Total other expense
  (4,208)
  (4,460)Income before provision for income taxes
  1,241
  2,430Provision for income taxes
  -
  49NET INCOME
  1,241
  2,381Preferred stock dividends
  1,184
  654Income applicable to common shareholders
  $57
  $1,727BASIC AND DILUTED NET INCOME PER SHARE:Applicable to common shareholders
  $0.75
  $22.72Weighted average number of common shares
  outstanding
  76,023
  76,023The accompanying notes are an integral part of these
condensed financial statements.

HARD ROCK HOTEL, INC.CONDENSED STATEMENTS OF CASH FLOWS
(in thousands, except supplemental schedule)
(unaudited)

Three
  Months Ended 
  March 31,2001
  2000Cash flows from
  operating activities:Net income
  $1,241
  $2,381Adjustments to reconcile net income to
  net cash provided by (used in) operating activities:Depreciation and amortization
  2,978
  3,137Amortization of loan fees
  395
  210Changes in operating assets and
  liabilities:Accounts receivable
  (132)
  444Income tax refund receivable
  -
  87Inventories
  288
  436Prepaid expenses and other
  current assets
  291
  2Accounts payable
  352
  (2,938)Accrued expenses
  (3,299)
  1,286Interest payable
  2,766
  2,901Net cash provided by (used in) operating
  activities
  4,880
  7,946Cash flow from investing activities:Purchases of property and equipment
  (1,135)
  (206)Construction payables
  (2,058)
  -Decrease (increase) in other assets
  406
  (42)Net cash provided by (used in) investing
  activities
  (2,787)
  (248)Cash flows from financing activities:Principal payments on long-term debt
  (1,000)
  -Net cash provided by (used in) financing
  activities
  (1,000)
  -Net increase (decrease) in cash and cash
  equivalents
  1,093
  7,698Cash and cash equivalents, beginning of
  Period
  7,979
  2,439Cash and cash equivalents, end of period
  $9,072
  $10,137Supplemental disclosures of cash flow
  information:Cash paid during the period for interest
  $1,047
  $1,349Cash paid during the period for income
  taxes, net
  $-
  $(401)Supplemental
Schedule of Non-Cash Investing and Financing Activities:

The
value of the 9 1/4% Series A Cumulative Preferred Stock increased by
approximately $707,000 and $654,000 in unpaid accrued dividends for the
three-month periods ended March 31, 2001 and 2000, respectively.

The
value of the 9 1/4% Series B Cumulative Preferred Stock increased by
approximately $477,000 in unpaid accrued dividends for the three-month period
ended March 31, 2001.

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


HARD
ROCK HOTEL, INC
NOTES TO CONDENSED FINANCIAL STATEMENTS 1.         BASIS OF
PRESENTATION The
accompanying unaudited financial statements of Hard Rock Hotel, Inc. (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with instructions
to Form 10-Q and Article 10 of Regulation S-X.   Accordingly, certain notes and other information have been
condensed or omitted from the interim financial statements presented in this
Quarterly Report on Form 10-Q and they do not include all information required
by generally accepted accounting principles for complete financial
statements.  In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included.  The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the amounts of revenues and expenses during the
reporting period.  Actual results could
differ from these estimates.  Operating
results for the three-month period ended March 31, 2001 are not necessarily
indicative of future financial results or the results that may be expected for
the year ending December 31, 2001.  The
unaudited interim financial statements contained herein should be read in
conjunction with the audited financial statements and footnotes for the year
ended December 31, 2000.  The
Company has made certain financial statement reclassifications for the
three-month period ended March 31, 2000 in order to classify amounts in a
manner consistent with the three-month period ended March 31, 2001 which have
had no effect upon net income. In
February 2001, the Emerging Issues Task Force ("EITF") reached a
partial consensus on EITF 00-22, Accounting for Points and Certain Other Time-Based
or Volume-Based Sales Incentive Offers, and Offers for Free Products or
Services to be Delivered in the Future. 
The consensus requires that vendors recognize the cash rebate or refund
obligation association with time- or volume-based cash rebates as a reduction
of revenue based on a systematic and rational allocation of the cost of
honoring rebates or refunds earned and claimed to each of the underlying
revenue transactions that result in progress by the customer toward earning the
rebate or refund.  The liability for
such obligations should be based on the estimated amount of rebates or refunds
to be ultimately earned, including an estimation of breakage if it can be
reasonably estimated.  The consensus is
applicable beginning in the first quarter of 2001. Our players club allows slot
customers to earn cash rebates based on their volume of gaming activity.  The Company accounts for its players club in
accordance with EITF 00-22. 2.          LONG-TERM
DEBT In
March 1998, the Company offered $120 million aggregate principal amount of its
9.25%, Senior Subordinated Notes due in 2005 (the "Notes").  Concurrent with the execution of the Notes,
the Company secured a senior secured reducing revolving line of credit under a
new credit facility (the "Credit Facility") through a group of
banks.  As of March 31, 2001, the
Company had $120.0 million outstanding in Notes and $36.5 million outstanding
on its $42.0 million Credit Facility. NOTES Interest
on the Notes is payable on each April 1 and October 1.  The Notes are general unsecured obligations
of the Company, subordinated in right of payment to all existing and future
senior indebtedness, including all borrowings under the Credit Facility.  The Notes are subject to redemption at the
option of the Company, in whole or in part, at any time on or after
April 1, 2002, at a premium to the face amount ($120 million) that
decreases on each subsequent anniversary date, plus accrued interest to the
date of redemption.  The Notes contain
covenants restricting or limiting the ability of the Company to, among other
things, pay dividends, incur additional indebtedness, issue certain preferred
stock and enter into transactions with affiliates. CREDIT
FACILITY

The
amount available under the commitment will reduce $2.0 million on the last day
of each fiscal quarter commencing September 30, 2001, and will also reduce,
beginning September 30, 2001 and on each succeeding September 30, by 50% of
Excess Cash Flow, as defined, for the then most recently completed fiscal year.

These
reduction provisions shall terminate on the date upon which the commitment
available under the Credit Facility is reduced to $25.0 million.  The Credit Facility expires on March 23,
2004

The
Credit Facility contains certain covenants including, among other things,
financial covenants, limitations on the Company from disposing of capital
stock, entering into mergers and certain acquisitions, incurring liens or
indebtedness, issuing dividends on stock, and entering into transactions with
affiliates.  The Credit Facility is
secured by substantially all of the Company's property at the Las Vegas
site.  Interest on the Credit Facility
accrues on all individual borrowings at an interest rate determined at the
option of the Company, at either the LIBOR Index plus an applicable margin (not
to exceed 3.5% and aggregating 9.1% as of March 31, 2001), or the Base Rate,
defined as the higher of the Federal Funds Rate plus .5%, or the reference
rate, as defined, plus an applicable margin (not to exceed 2.25%).  The Company chose the LIBOR Index for all
borrowings outstanding at March 31, 2001. These margins are dependent upon the
Company's debt to EBITDA ratio, as defined. 
Interest accrued on the Base Rate borrowings is due monthly, up to the
maturity date, while interest on LIBOR borrowings is due quarterly up to the
maturity date.

3.          LEGAL
PROCEEDINGS

The
Company is involved with various legal matters related to its business and has
provided certain reserves based on estimates related to those situations where
management believes an unfavorable outcome is probable.  The Companys Management does not believe
that the ultimate outcome of such matters will have a material adverse impact
on the financial condition or results of operations of the Company.

4.          COMMITMENTS

In
conjunction with an $8.0 million remodeling project of the 339 rooms in our
original hotel tower, the Company has entered into a $4.7 million construction
contract of which $1.7 million remains to be completed as of March 31,
2001.  We expect the remaining phase of
the project to occur during November and December 2001.


Item
2.  Management's Discussion and Analysis
of Financial Condition and Results of Operations The
following discussion should be read in conjunction with, and is qualified in
its entirety by, the Company's financial statements, including the notes
thereto, and the other financial information appearing elsewhere herein and by
the audited financial statements and footnotes for the year ended December 31,
2000, which may be obtained upon request from the Company. OVERVIEW Hard
Rock Hotel, Inc.'s (the "Company") sole business is the operation of
the Hard Rock Hotel and Casino in Las Vegas, Nevada, which commenced operations
on March 9, 1995. SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS All
statements contained herein that are not historical facts, including but not
limited to, statements regarding our business strategies and expectations
concerning future operations, margins, profitability, liquidity, capital
expenditures and capital resources, are based on current expectations.  These statements are forward-looking in
nature and involve a number of risks and uncertainties.  Generally, the words "anticipates,"
"believes," "estimates," "expects" and similar
expressions as they relate to the Company and its management are intended to
identify forward-looking statements. Although management believes that the
expectations in such forward-looking statements are reasonable, it can give no
assurance that any forward looking statements will prove to be correct and
actual results may differ materially. Among the factors that could cause actual
results to differ materially are the following: competition in Las Vegas,
government regulation related to the gaming industry, uncertainty of casino
customer spending and vacationing in casino resorts in Las Vegas, occupancy
rates and average room rates in Las Vegas, the popularity of Las Vegas as a
convention and trade show destination, the completion of infrastructure
improvements in Las Vegas, and general economic and business conditions that
may affect levels of disposable income and pricing of hotel rooms, and other
factors described at various times in the Company's reports filed with the
Securities and Exchange Commission.  The
Company wishes to caution readers not to place undue reliance on any
forward-looking statements, which statements are made pursuant to the Private
Litigation Reform Act of 1995.  The
forward-looking statements contained in this quarterly report on Form 10-Q
speak only as of the date that we have filed the report. We expressly disclaim
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained in this report, including to reflect any
change in our expectations with regard to that forward-looking statement or any
change in events, conditions or circumstances on which that forward-looking
statement is based.  For more
information regarding risks inherent in an investment in the Company, see the
section "Business  Risk Factors" in our annual Report on Form 10-K
filed with the SEC on April 2, 2001. RESULTS OF OPERATIONS Three Months Ended March 31, 2001 and
2000 NET
REVENUES.  Net revenues decreased 2% for
the three months ended March 31, 2001 to $30.9 million compared to $31.4
million for the corresponding period of the prior year.  The decrease in revenues is primarily
attributable to a $2.7 million or 18% decrease in casino revenue, an increase
in promotional allowances for items furnished to customers on a complimentary
basis and a $0.2 million or 8% decrease in retail revenue offset partially by
increases in lodging, food and beverage and other revenues. CASINO
REVENUES.  The $2.7 million decrease in
casino revenues was primarily due to a $1.4 million or 14% decrease in table games
revenue and a $1.2 million or 27% decrease in slot machine revenues.  The decrease in table games revenues was due
to a decrease in table games hold percentage offset partially by an increase in
table games drop.  Table games hold
percentage decreased 4.6 percentage points to 12.7% from 17.3%.  Table games drop increased 17% to $71.7
million from $61.3 million.  The number
of table games in operation increased to 78 from 76.  The result of these changes in hold percentage, drop and number
of table games in operation was a decrease in win per table game per day to
$1,300 from $1,530, a decrease of $230 or 15%. 
We have historically reported table games hold percentage using the
gross method, while casinos on the Las Vegas Strip report hold percentage using
the net method (which reduces the table game drop by marker repayments made in
the gaming pit area).  For the purpose
of comparison to properties on the Strip, our net hold percentages for the
three-month periods ended March 31, 2001 and 2000 were 14.7% and 19.3%,
respectively.  Slot machine revenues
decreased due to a decrease in handle offset partially by an increase in win
percentage.  Slot machine handle
decreased 36% to $73.4 million from $114.3 million.  Slot machine win percentage increased 0.5 percentage points to
4.4% from 3.9%.  We decreased the number
of slot machines in operation to 652 from 656 between comparative periods.  The net result of these changes in slot machine
handle, win percent and number of slot machines in operation was a decrease in
win per slot machine per day to $55 from $74, a decrease of $19 or 26%.  We believe the decreases in slot machine
handle were primarily due to a reduction of high limit play during the current
year period.

LODGING
REVENUES.  The $0.5 million increase in
lodging revenues was primarily due to an increase in the average daily room
rate (ADR) to $122 from $108, an increase of $14 or 13%.  The effects of increased ADR were partially
offset by a decrease in occupancy to 93% from 95%, a decrease of 2.0 percentage
points.  The increase in ADR was due in
part to increasing the rate charged to the casino on Fridays, Saturdays and
holidays for complimentary rooms to an amount that more closely approximates
current retail value.

FOOD
AND BEVERAGE REVENUES.  The $2.1 million
increase in food and beverage revenues was primarily due to increases in
revenues in the banquets, the Pink Taco restaurant, Babys nightclub, the
Center Bar and Mr. Luckys restaurant. 
Approximately $0.5 million of these increases were due to increases in
promotional allowances for items furnished to customers on a complimentary
basis.

RETAIL
REVENUES.  Retail revenues decreased to
$2.3 million from $2.5 million, a decrease of $0.2 million or 8%.  The decrease in retail revenues is due in
part to a general market decline in the themed restaurant merchandise segment
and an expansion of other retail operations in Las Vegas.

OTHER
INCOME.  Other income increased to $1.7
million from $1.4 million, an increase of $0.3 million or 21%.  The increase is primarily due to increases
in service fees.

PROMOTIONAL
ALLOWANCES.  Promotional allowances
increased to $2.8 million from $2.3 million, an increase of $0.5 million or
22%.  The amount of complimentary items
offered to table games customers is based on a percentage of the amounts
wagered.  Therefore, the increase in
promotional allowances was primarily due to increases in table games volume as
indicated by the 17% increase in table games drop as noted above.  The increase in promotional allowances was
also due in part to increasing the rate charged to the casino on Fridays,
Saturdays and holidays for complimentary rooms to an amount that more closely
approximates current retail value.

CASINO
EXPENSES.  Casino expenses as a
percentage of casino revenues increased to 59% from 49%, an increase of 10
percentage points.  The relative
increase was primarily due to increases in table games volume indicated by the
17% increase in table games drop and the decrease in the table games hold
percentage, both as noted above, offset partially by decreases in incentives to
slot machine customers due to the decrease in slot machine volume indicated by
the 36% decrease in handle.

LODGING
EXPENSES. Lodging expenses, prior to reclassifying the cost of complimentaries
to casino expense, decreased as a percentage of lodging revenues to 30% from
32%, a decrease of 2 percentage points. 
The decrease is due primarily to decreases in administrative, telephone
operator and concierge labor costs in relation to lodging revenues.

FOOD
AND BEVERAGE COSTS AND EXPENSES.  Food
and beverage costs and expenses in relation to food and beverage revenues,
prior to reclassifying the cost of complimentaries to casino expense, decreased
to 60% from 70%, a decrease of 10 percentage points.  The decrease is primarily due to decreases in administrative and
banquet labor costs in relation to food revenues and a decrease in the cost of
beverages in relation to beverage revenues.

RETAIL
COSTS AND EXPENSES.  Retail costs and
expenses in relation to retail revenues, prior to reclassifying the cost of
complimentaries to casino expense, decreased to 49% from 50%, a decrease of 1
percentage point.  The decrease is due
primarily to decreases in the cost of retail items in relation to retail
revenues.

OTHER
COSTS AND EXPENSES.  Other costs and
expenses in relation to other income decreased to 47% from 50%, a decrease of 3
percentage points.  The decrease is
primarily due to increases in other revenues as noted above for which there
were no corresponding increases in costs or expenses.

MARKETING,
GENERAL AND ADMINISTRATIVE.  Marketing,
general and administrative expenses in relation to gross revenues increased to
19% from 16%, an increase of 3 percentage points.  The relative increase is primarily due to the revenue fluctuation
noted above and significant marketing expenditures associated with the Howard
Stern broadcasted live from the casino following the Superbowl in January and
the event in March during which Playboy released its April magazine issue and a
video each featuring Girls of the Hard Rock.

DEPRECIATION
AND AMORTIZATION.  Depreciation and
amortization expense decreased to $3.0 million from $3.1 million, a decrease of
3% primarily due to a decrease in depreciable assets related to certain equipment
with a 5 year depreciable life that became fully depreciated during the year
ended December 31, 2000 offset partially by the depreciation on capital
expenditures associated with the room remodeling project, the first phase of
which was completed during December 2000.

NET
INTEREST EXPENSE.  Net interest expense
decreased to $4.2 million from $4.5 million, a decrease of $0.3 million or
7%.  The decrease is primarily due to
the decrease in borrowings associated with the issuance of the 9 1/4 % Series B
Cumulative Redeemable Preferred Stock in May 2000.

INCOME
APPLICABLE TO COMMON SHAREHOLDERS.  As a
result of the factors described above, income applicable to common shareholders
decreased to $0.1 million from $1.7 million, a decrease of $1.6 million or
94%.  In addition, preferred dividends
declared on the $20.0 million of 9 1/4 % Series B Cumulative Redeemable
Preferred Stock issued between comparative quarters increased by $0.5 million.

LIQUIDITY AND CAPITAL RESOURCES

For
the three months ended March 31, 2001 the Company's principal source of funds
was cash provided by operating activities of $4.9 million.  The cash provided by operating activities
includes net income before non-cash expenses of $1.2 million and $0.3 million
of cash flow due to changes in operating assets and liabilities.  The primary uses of funds were replacement
capital expenditures of $1.1 million, a $2.1 million reduction in construction
payables, related to the hotel remodeling project, and a $1.0 million principal
payment on the Companys Credit Facility. 
As a result, as of March 31, 2001, the Company had cash and cash
equivalents of $9.1 million.

We
have commenced an $8.0 million remodeling project of the 339 rooms in our
original hotel tower.  We expect the
project to be completed in two phases. 
The first phase was completed during November and December 2000.  The second phase is currently scheduled to
be completed during November and December 2001.  As of March 31, 2001, we have made approximately $5.0 million of
cash payments related to the remodeling project.

We
believe that our current cash balances and cash flow from operations and other
sources of cash including the currently available borrowings under our $42.0
million Credit Facility ($5.5 million as of March 31, 2001) will be sufficient
to provide operating and investing liquidity during the next 12 months.  We may, however, need to raise additional
funds prior to that time.  Our ability to
raise additional funds is limited by restrictions on our financing activities
under our Credit Facility and the Notes. 
We cannot be certain that additional financing will be available to us
on favorable terms when required, if at all.

The
$42.0 million commitment under our Credit Facility will begin reducing by $2.0
million the last day of each fiscal quarter commencing with the fiscal quarter
ending September 30, 2001 and will also reduce, beginning September 30, 2001,
and on each succeeding September 30, by 50% of excess cash flow, as defined,
for the then most recently completed fiscal year.  Based on our calculations, we generated no excess cash flow as
defined for the year ended December 31, 2000. 
Accordingly, no reduction, in excess of the standard reduction, of the
commitment will occur on September 30, 2001.

The
Credit Facility contains certain covenants including, among other things,
financial covenants, limitations on our ability to dispose of capital stock,
enter into mergers and certain acquisitions, incur liens or indebtedness, issue
dividends on stock, and enter into transactions with affiliates.  The Credit Facility is secured by
substantially all of our property.

As
of March 31, 2001, $5.5 million aggregate in dividends have accrued on our 9
1/4% Series A Cumulative Preferred Stock and 9 1/4% Series B Cumulative Preferred Stock.

Item
3.  Quantitative and Qualitative
Disclosures About Market Risk



Market
risks relating to our operations result primarily from changes in short-term
LIBOR interest rates.  We do not have
any foreign exchange or other significant market risk.  We did not have any derivative financial
instruments at March 31, 2001.

Our
exposure to market risk for changes in interest rates relates primarily to our
current Credit Facility.  In accordance
with the Credit Facility, we enter into variable rate debt obligations to
support general corporate purposes, including capital expenditures and working
capital needs.  We continuously evaluate
our level of variable rate debt with respect to total debt and other factors,
including assessment of the current and future economic environment.

We
had $36.5 million and $37.5 million in variable rate debt outstanding at March
31, 2001 and December 31, 2000, respectively. 
Based upon these variable rate debt levels, a hypothetical 10% adverse
change in interest rates (approximately a 1 percentage point increase in the
effective interest rate) would increase interest expense by approximately $0.4
million on an annual basis, and likewise decrease our earnings and cash
flows.  We cannot predict market
fluctuations in interest rates and their impact on our variable rate debt, nor
can there be any assurance that fixed rate long-term debt will be available to
us at favorable rates, if at all. 
Consequently, future results may differ materially from the estimated
adverse changes discussed above.

PART II            OTHER INFORMATION

Item
1.  Legal Proceedings

On
January 12, 2001, we negotiated the settlement of a lawsuit filed on August 27,
1999, in the Eighth Judicial District of Clark County, Nevada, Case No.
A407499, relating to the termination of Gary Selesners employment.  The settlement obligates the Company to pay
Mr. Selesner in return for a release and complete dismissal.  The Company has accrued a liability for this
settlement as of December 31, 2000.

We
are a defendant in various lawsuits relating to routine matters incidental to
our business.  Management does not
believe that the outcome of any litigation, in the aggregate, will have a
material adverse effect on our business or results of operations.

Item 6.  Exhibits and Reports on Form 8-K

(a)         Exhibits

Exhibit
  Number
  
  Description3.
  
  CERTIFICATE OF
  INCORPORATION AND BY-LAWS*3.1
  
  Second Amended and
  Restated Articles of Incorporation of the Company.**3.2
  
  Certificate of
  Amendment of Second Amended and Restated Articles of Incorporation.**3.3
  
  Certificate of
  Designation of 91⁄4% Series A Cumulative Preferred Stock, no par value per
  share.***3.4
  
  Certificate of
  Designation of 91⁄4% Series B Cumulative Preferred Stock, no par value per
  share.*3.5
  
  Second Amended and
  Restated By-Laws of the Company.10.
  
  MATERIAL CONTRACTS****10.1
  
  Amendment No. 4 to
  Loan Agreement.*
  Incorporated
  by reference to designated exhibit to the Company's Registration Statement on
  Form S-4, filed with the Securities and Exchange Commission on May 21, 1998
  (File No. 333-53211).**
  Incorporated
  by reference to designated exhibit to our Report on Form 10-Q, filed with the
  Securities and Exchange Commission for the quarter ended August 31, 1999
  (File No. 333-53211).***
  Incorporated
  by reference to designated exhibit to our Report on Form 10-Q, filed with
  Securities and Exchange Commission for the quarter ended June 30, 2000 (File
  No. 333-53211).****
  Incorporated
  by reference to designated exhibit to our Report on Form 10-K, filed with
  Securities and Exchange Commission for the year ended December 31, 2000 (File
  No. 333-53211).(b)        Report
s
on Form 8-K

Repor
t
dated April 30, 2001 regarding Items 4 and 7.

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

HARD
  ROCK HOTEL, INC.Date:  May 11, 2001
  /s/
  RICK RICHARDSRick
  RichardsDULY
  AUTHORIZED OFFICER/s/
  JAMES D. BOWENJames
  D. BowenCHIEF
  FINANCIAL OFFICER
  (PRINCIPAL FINANCIAL OFFICER)