<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-Q

              /X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                   OF THE SECURITIES EXCHANGE ACT OF 1934


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended May 31, 1999

Commission file number 333-53211

                             Hard Rock Hotel, Inc.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

          California                                    88-0306263
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(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

4455 Paradise Road, Las Vegas NV                            89109
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(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (702) 693-5000

Common Stock outstanding by class as of May 31, 1999

Common Stock                   shares
-------------------------------------------------------------------------------
Class A Common Stock           12,000
Class B Common Stock           64,023

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
   ---      ---


<PAGE>

                                HARD ROCK HOTEL, INC.

                                        INDEX


Part I:   Financial Information

Item 1:   Financial Statements

<TABLE>
<CAPTION>
<S>       <C>                                                                            <C>
          Balance Sheets as of November 30, 1998 and May 31, 1999 (unaudited). . . . . . 1

          Unaudited Statements of Operations for the three-months and six-months ended
          May 31, 1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

          Unaudited Statements of Cash Flows for the six-months ended May 31,
          1998 and 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

          Notes to Condensed Financial Statements. . . . . . . . . . . . . . . . . . . . 4

Item 2:   Management's Discussion and Analysis of Financial Condition and Results
          of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Item 3:   Quantitative and Qualitative Disclosures about Market Risks  - Not Applicable

Part II:  Other Information

Item 1:   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Item 6:   Exhibits and Reports on Form 8-k . . . . . . . . . . . . . . . . . . . . . . .10

          (a) Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

          (b) Reports on Form 8-k
              None

</TABLE>
<PAGE>

ITEM 1:  FINANCIAL STATEMENTS

                              HARD ROCK HOTEL, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                            November 30, 1998         May 31, 1999
                                                                                                                       (UNAUDITED)
<S>                                                                                         <C>                       <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                                     $ 4,567,535            $ 4,604,213
  Accounts receivable, net of allowance for doubtful accounts of
    $200,000 at November 30, 1998 and $201,000 at May 31, 1999                                    3,274,644              4,039,580
  Income tax refund receivable                                                                      194,237                      -
  Inventories                                                                                     1,208,126              1,509,491
  Prepaid and other current assets                                                                1,480,469              1,379,161
  Deferred income taxes                                                                             764,740                764,740
Total Current Assets                                                                             11,489,751             12,297,185

Property and equipment, net, at cost                                                            123,884,994            186,202,630
Other assets, including pre-opening costs of $843,000 at
  November 30, 1998                                                                               7,018,798              6,010,948
Deferred income taxes                                                                             2,728,603              2,728,603
Total Assets                                                                                  $ 145,122,146          $ 207,239,366
                                                                                              -------------          -------------
                                                                                              -------------          -------------

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                                                                2,738,194              3,299,718
  Construction related payables                                                                  13,000,218             21,943,030
  Accrued expenses                                                                                4,473,594              5,042,007
  Interest payable                                                                                1,984,543              2,562,354
  Current obligations under capital leases                                                          105,861                104,497
Total current liabilities                                                                      $ 22,302,410           $ 32,951,606

Deferred income taxes                                                                             3,493,343              3,493,343
Obligations under capital leases                                                                     93,452                 39,132
Long-term debt due after one year                                                               130,500,000            185,500,000

Commitments and contingencies                                                                             -                      -

Redeemable common stock, no par value                                                               325,000                475,000

Shareholders' deficit:
  Common stock, Class A voting, no par value:
    Authorized shares -- 40,000
    Issued and outstanding shares -- 12,000                                                               -                      -
  Common stock, Class B non-voting, no par value:
    Authorized shares -- 160,000
    Issued and outstanding shares -- 64,023                                                               -                      -
  Paid-in capital                                                                                 7,508,250              7,508,250
  Accumulated deficit                                                                           (19,100,309)           (22,727,965)
Total shareholders' deficit                                                                     (11,592,059)           (15,219,715)
Total liabilities and shareholders' deficit                                                   $ 145,122,146          $ 207,239,366
                                                                                              -------------          -------------
                                                                                              -------------          -------------
</TABLE>

                             See accompanying notes.

                                       1
<PAGE>

                              HARD ROCK HOTEL, INC.
                        UNAUDITED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                     Three months ended May 31,          Six months ended May 31,
                                                   ------------------------------    --------------------------------
                                                      1998                1999           1998                 1999
<S>                                                <C>                <C>            <C>                 <C>
REVENUES:
  Casino                                           $ 9,719,546        $ 9,266,215    $ 19,781,645        $ 17,731,932
  Lodging                                            3,486,893          4,176,771       6,580,358           7,117,039
  Food and beverage                                  5,031,384          5,272,672       9,271,376           9,435,071
  Retail                                             3,160,342          3,058,990       6,407,309           5,938,208
  Other income                                         670,907            714,110       1,170,442           1,193,720
                                                    22,069,072         22,488,758      43,211,130          41,415,970
  Less complimentaries                              (1,533,934)        (1,719,818)     (3,208,252)         (3,226,387)
Net Revenues                                        20,535,138         20,768,940      40,002,878          38,189,583

Costs and expenses:
  Casino                                             4,897,276          4,937,302       9,747,585           9,610,496
  Lodging                                            1,060,432          1,152,711       1,968,477           2,100,591
  Food and beverage                                  2,884,458          3,337,460       5,412,087           6,035,963
  Retail                                             1,481,094          1,404,455       3,019,824           2,721,081
  Other                                                256,449            347,032         436,149             561,364
  Marketing                                            690,581            514,675       2,646,121           1,123,664
  General and administrative                         3,321,786          3,486,747       6,426,317           6,717,022
  Depreciation and amortization                      1,409,593          1,584,709       2,805,410           3,164,441
  Pre-opening                                                -          4,512,849               -           4,512,849
Total costs and expenses                            16,001,669         21,277,940      32,461,970          36,547,471
Income(loss) from operations                         4,533,469           (509,000)      7,540,908           1,642,112

Interest and other:
  Interest expense, net                             (2,672,370)        (2,675,604)     (5,216,838)         (5,247,873)
  Other expenses, net                                        -            (21,895)              -             (21,895)
                                                    (2,672,370)        (2,697,499)     (5,216,838)         (5,269,768)

Income(loss) before extraordinary loss and
provision for income taxes                           1,861,099         (3,206,499)      2,324,070          (3,627,656)

Income tax provision                                  (670,000)                 -        (836,000)                  -
Income(loss) before extraordinary loss               1,191,099         (3,206,499)      1,488,070          (3,627,656)
Extraordinary loss-early extinguishment
of debt - net of taxes                              (2,210,777)                 -      (2,210,777)                  -
Net loss                                           $(1,019,678)       $(3,206,499)     $ (722,707)       $ (3,627,656)
                                                   ------------------------------------------------------------------
                                                   ------------------------------------------------------------------

Net loss per share                                    $ (13.41)          $ (42.18)        $ (9.51)           $ (47.72)
                                                   ------------------------------------------------------------------
                                                   ------------------------------------------------------------------

Shares used in per share calculation                    76,023             76,023          76,023              76,023
                                                   ------------------------------------------------------------------
                                                   ------------------------------------------------------------------
</TABLE>

                            See accompanying notes.

                                       2
<PAGE>

                              HARD ROCK HOTEL, INC.
                        UNAUDITED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Six months ended May 31,
                                                                 ------------------------
                                                                   1998              1999
<S>                                                          <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $ (722,707)      $ (3,627,656)
Adjustmets to reconcile net loss to net cash
  provided by operating activities:
    Depreciation and amortization                               2,805,410          3,164,441
    Amortization of loan fees and organizational costs            272,634            419,784
    Issuance of common stock as compensation                      150,000            150,000
    Early extinguishment of debt                                3,495,777                  -
    Changes in operating assets and liabilities:
      Accounts receivable                                        (404,053)          (764,936)
      Income tax refund receivable                               (449,000)           194,237
      Inventories                                                  39,346           (301,365)
      Prepaid and other current assets                           (726,791)           101,308
      Accounts payable                                         (1,716,254)           561,524
      Income tax payable                                                -                  -
      Interest payable                                          2,081,166            577,811
      Accrued expenses                                            353,004            568,413
Net cash provided by operating activities                       5,178,532          1,043,561

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                            (6,016,859)       (65,482,077)
Construction related payables, net                                      -          8,942,812
Change in advances due to related parties                        (470,234)                 -
Decrease in other assets                                           87,004            588,066
Net cash used in investing activities                          (6,400,089)       (55,951,199)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt                                120,000,000         55,000,000
Incurrence of loan fees on Prior Credit Facility               (5,389,680)                 -
Principal payments on long-term debt                         (105,700,000)                 -
Payments on capital lease obligations                             (50,423)           (55,684)
Net cash provided by financing activities                       8,859,897         54,944,316
Net increase in cash and cash equivalents                       7,638,340             36,678
Cash and cash equivalents at beginning of period                4,214,081          4,567,535
Cash and cash equivalents at end of period                   $ 11,852,421        $ 4,604,213
                                                             -------------------------------
                                                             -------------------------------

</TABLE>


                                       3
<PAGE>

                              HARD ROCK HOTEL, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  MAY 31, 1999


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,
     they do not include all information and footnotes 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. Operating results for the three-month and six-month periods ended
     May 31, 1999 are not necessarily indicative of the results that may be
     expected for the year ending November 30, 1999. The unaudited interim
     financial statements contained herein should be read in conjunction with
     the audited financial statements and footnotes for the year ended November
     30, 1998.

2.   THE EXPANDED FACILITY

     In connection with the expansion of the Company's facilities, the  Company
     incurred approximately $100.0 million of capital expenditures through
     May 31, 1999. The Company completed the expansion, and the expanded
     facilities opened in May 1999. Capitalized interest of approximately
     $3.1 million is included in this amount.

3.   LONG TERM DEBT

     At May 31, 1999, the Company had $120.0 million outstanding in Senior
     Subordinated Notes and $65.5 million outstanding on a $77.0 million
     revolving credit line, which line was increased from $67.0 million at
     February 28, 1999. Borrowings against the line of credit may require
     repayments beginning in February 2000.

4.   PRE-OPENING EXPENSES

     The Company incurred $4.5 million in pre-opening expenses associated
     with the expansion. The Company wrote these charges off when the
     facility opened in May 1999.


                                       4
<PAGE>

                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 November 30,
1998, 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 (the "Resort"), which commenced
operations on March 9, 1995.

During the month of May 1999, the Company completed construction on a $100
million expansion of the Resort (the "Expansion"). The Expansion included 318
additional rooms, 4 new restaurants, 6,000 square feet of ballroom/banquet
facilities, new retail space, an 8,000 square foot spa/salon/fitness center and
a significantly enlarged swimming pool area ("Beach Club") featuring, among
other things, swim-up blackjack. Although the Company attempted to minimize
disruption caused by the Expansion, management believes net revenues and
operating income for the second quarter of fiscal year 1999 were negatively
affected by the Expansion, resulting in lower results than the Company achieved
for the same period in fiscal year 1998.

YEAR 2000 ISSUES

The "Year 2000 Issue" is the result of computer programs being designed using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that are date sensitive may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including among
other things a temporary inability to process transactions.

         STATE OF READINESS

As part of the buyout of Harveys Casino Resorts' 40% share of the Company, in
October 1997, the Company was required to or did replace most of its hardware
and software including the three most critical systems:

     -    the property management system which is used in the hotel to check
          guests in and out,
     -    the casino system which is used to control and account for table
          games, slots and the casino cage, and
     -    the back office systems used for accounting, payroll and inventory
          control.

During this process, management ensured all the purchased hardware and software
related to these systems will not suffer Year 2000 Issue related malfunctions.

The Company has verified that its remaining information technology systems and
other relevant systems will function properly during and after the year 2000 by:

     -    identifying all systems or equipment potentially impacted by the Year
          2000,
     -    testing/certifying those systems' ability to operate in a post-1999
          environment and
     -    reprograming or replacing systems or equipment that might have
          malfunctioned due to the Year 2000 Issue.

The Company inventoried substantially all of its information technology systems
and other relevant systems. The results of this process indicate that the year
2000 should not materially affect the Company's information technology systems
and other relevant systems. The remaining steps in the Company's plan for the
year 2000 include continued testing of selected systems/equipment to ensure that
the remediation is successful.


                                       5
<PAGE>

Management believes that the cost of its Year 2000 identification, testing and
remediation will not have a material impact on the Company's financial
statements.

The Company is in the process of mailing letters to its significant vendors and
service providers to determine the extent Year 2000 will have on their ability
to continue to supply the Company with goods and services. Based on the goods
(primarily food, beverage and retail items) purchased by the Company, the
Company does not expect Year 2000 to have a material impact on its vendors.
Completion of verifying vendor readiness is proceeding.

         RISK AND CONTINGENCY PLAN

Management of the Company believes it has an effective program in place to
resolve the Year 2000 Issue in a timely manner. As noted above, the Company
has not completed all necessary phases of its plans for Year 2000. The most
likely worst case scenarios would include failure of a computer system or
equipment resulting in termination of or diminished service to customers. If
the Company's vendors or suppliers of the Company's necessary power, gas,
water, and telecommunications services fail, the Company would be unable to
provide certain services to its customers. In addition, disruptions in the
economy generally resulting from Year 2000 issues could materially and
adversely affect the Company.

The Company maintains contingency plans in its normal course of business
designed to be deployed in the event of various potential business
interruptions. These generally include manual workarounds and adjusting
staffing. The Company currently has no contingency plans in place should it fail
to complete all phases of its program for addressing the Year 2000 Issue. The
Company plans to evaluate the status of its program for addressing the Year 2000
Issue in mid-1999 and to determine at that time whether a more concrete
contingency plan is necessary.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements herein constitute "forward-looking statements." Such
forward-looking statements include the discussions of the business strategies of
the Company and expectations concerning future operations, margins,
profitability, liquidity, capital expenditures and capital resources. 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. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the risks
associated with new construction, competition and other planned construction 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. For more
information regarding risks inherent in an investment in the Company, see the
section "Business - Rick Factors" in our annual Report on Form 10-K filed on
February 26, 1999.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MAY 31, 1999 AND 1998

NET REVENUES AND OPERATING INCOME. Net revenues increased 1.1% for the three
months ended May 31, 1999 to $20.8 million compared to $20.5 million for the
corresponding period of the prior year. The increase in revenues is primarily
attributable to increased hotel revenue of $0.7 million, or 19.8% related to 21
days of revenue from the


                                       6
<PAGE>

additional rooms brought about by the Expansion. Operating income decreased
111.2% for the three months ended May 31, 1999 to an operating loss of $0.5
million compared to an operating profit of $4.5 million for the corresponding
period of the prior year, primarily as a result of the write off of $4.5 million
in pre-opening expenses.

CASINO. Casino revenues decreased 4.7% for the three months ended May 31,
1999 to $9.3 million compared to $9.7 million for the corresponding period of
the prior year. The decrease is primarily due to decreased slot revenue of
$0.6 million to $3.6 million compared to $4.2 million for the corresponding
period of the prior year, offset by increased table games revenue of $0.2
million to $5.7 million compared to $5.5 million for the corresponding period
of the prior year. Slot coin in decreased 8.9% to $65.7 million compared to
$72.1 million for the corresponding period of the prior year. Management
believes the opening of new casinos in Las Vegas coupled with the
construction disruption and lack of amenities (primarily restaurants) prior
to the Expansion resulted in less slot play. Conversely, table games drop
increased 25.2% to $42.9 million compared to $34.3 million for the
corresponding period in the prior year due to the increase in the number of
table games. Table games hold percentage decreased to 13.3% compared to
16.2% in the corresponding period of the prior year. Table games revenue
increased 2.7%, as a result of the increase in the number of table games and
the decrease in the hold percentage. Casino departmental income decreased
10.2% for the three months ended May 31, 1999 to $4.3 million from $4.8
million, primarily as a result of the decreased revenues. Casino departmental
income as a percentage of casino revenues decreased to 46.7% in 1999 from
49.6% in 1998, primarily as a result of the decreased revenues.

LODGING. Lodging revenues increased 19.8% for the three months ended May 31,
1999 to $4.2 million from $3.5 million for the corresponding period of the prior
year. The increase is primarily attributed to revenue generated from the
additional 318 hotel rooms, which were open from May 10, 1999 through the end of
the quarter. The ADR for the three months ended May 31, 1999 was $105.80, up
1.7% from $104.04 for the corresponding period of the prior year. Hotel
occupancy was 95.6%, down from 100%. Lodging departmental income increased 24.6%
for the three months ended May 31, 1999 to $3.0 million from $2.4 million,
primarily as a result of the increased revenues. Lodging departmental income as
a percentage of Lodging revenues increased to 72.4% in 1999 from 69.6% in 1998.

FOOD AND BEVERAGE. Food and Beverage revenues increased 4.8% for the three
months ended May 31, 1999 to $5.3 million from $5.0 million for the
corresponding period of the prior year. The increase was related to revenues
from the new restaurants which opened during May 1999 as a result of the
Expansion. Food and Beverage departmental income decreased 9.9% for the three
months ended May 31, 1999 to $1.9 million from $2.1 million, as a result of
increased costs associated with operating the new restaurants coupled with a
decrease in higher margin banquet business. Food and Beverage departmental
income as a percentage of revenues dropped to 36.7% in 1999 from 42.7% in
1998, primarily as a result of the higher operating costs.

RETAIL. Retail revenues decreased 3.2% for the three months ended May 31,
1999 to $3.1 million from $3.2 million for the corresponding period of the
prior year. Management believes the decrease is primarily attributable to a
diluted retail market from increased retail competition coupled with the
construction disruption. Retail departmental income decreased 1.5% for the
three months ended May 31, 1999 to $1.65 million from $1.68 million, as a
result of the decreased revenues. Retail departmental income as a percentage
of Retail revenues increased slightly to 54.1% in 1999 from 53.1% in 1998, as
a result of managing retail expenses to the reduction in revenues.

MARKETING, GENERAL AND ADMINISTRATIVE. Marketing, General and Administrative
expenses remained at $4.0 million for the three months ended May 31, 1999.

DEPRECIATION AND AMORTIZATION. Depreciation and Amortization expense increased
to $1.6 million for the three months ended May 31, 1999 from $1.4 million for
the corresponding period of the prior year.

PRE-OPENING EXPENSE. The Company recorded a pre-opening expense of $4.5 million
associated with the opening of the Expansion.

NET INTEREST EXPENSE. Net Interest Expense remained at $2.7 million for the
three months ended May 31, 1999.


                                       7
<PAGE>

INCOME TAXES. No income tax benefit was recorded in the quarter ended May 31,
1999, as a valuation allowance has been established due to the Company's
accumulated losses.

EXTRAORDINARY LOSS. In connection with securing expansion financing on March 23,
1998, the Company wrote off $3.5 million in unamortized loan fee costs
associated with the retirement of the Prior Credit Facility for the quarter
ended May 31, 1998.

NET INCOME. As a result of the factors described above, the Company recorded a
net loss for the three months ended May 31, 1999 of $3.2 million compared to a
net loss of $1.0 million for the corresponding period of the prior year.


SIX MONTHS ENDED MAY 31, 1999 AND 1998

NET REVENUES AND OPERATING INCOME. Net revenues decreased 4.5% for the six
months ended May 31, 1999 to $38.2 million compared to $40.0 million for the
corresponding period of the prior year. The decrease in revenues is primarily
attributable to decreased casino revenue of 10.4% and decreased retail
revenue of 7.3%. Operating income decreased 78.2% for the six months ended
May 31, 1999 to $1.6 million compared to $7.5 million for the corresponding
period of the prior year, primarily as a result of the write off of $4.5
million in pre-opening expenses and the decreased revenues.

CASINO. Casino revenues decreased 10.4% for the six months ended May 31, 1999 to
$17.7 million compared to $19.8 million for the corresponding period of the
prior year. The decrease is primarily due to decreased table game revenue to
$11.1 million from $11.8 million and decreased slot revenue to $6.4 million
compared to $7.6 million for the corresponding period of the prior year. Table
games revenue decreased directly as a result of lower hold percentage of 13.9%
compared to 17.2% in the corresponding period of the prior year. Table games
drop increased 15.5% to $79.4 million compared to $68.7 million for the
corresponding period in the prior year due to the increase in the number of
table games. Management believes slot revenues decreased as a result of the
opening of new casinos in Las Vegas coupled with the construction disruption and
lack of amenities (primarily restaurants) prior to the Expansion. Casino
departmental income decreased 19.1% for the six months ended May 31, 1999 to
$8.1 million from $10.0 million, primarily as a result of the decreased
revenues. Casino departmental income as a percentage of casino revenues
decreased to 45.8% in 1999 from 50.7% in 1998, primarily as a result of the
decreased revenues.

LODGING. Lodging revenues increased 8.2% for the six months ended May 31, 1999
to $7.1 million from $6.6 million for the corresponding period of the prior
year. The increase is primarily attributed to revenue generated from the
additional 318 hotel rooms which were open from May 10, 1999 through the end of
the period. The ADR for the six months ended May 31, 1999 was $100.56, up 1.7%
from $98.87 for the corresponding period of the prior year. Hotel occupancy was
95.2%, down from 100%. Lodging departmental income increased 8.8% for the six
months ended May 31, 1999 to $5.0 million from $4.6 million primarily as a
result of the increased revenues. Lodging departmental income as a percentage of
Lodging revenues increased to 70.5% in 1999 from 70.1% in 1998.

FOOD AND BEVERAGE. Food and Beverage revenues increased 1.8% for the six
months ended May 31, 1999 to $9.4 million from $9.3 million for the
corresponding period of the prior year. The increase was related to revenues
from the new restaurants which opened during May 1999. Food and Beverage
departmental income decreased 11.9% for the six months ended May 31, 1999 to
$3.4 million from $3.9 million, as a result of increased costs associated
with operating the new restaurants coupled with a decrease in higher margin
banquet business. Food and Beverage departmental income as a percentage of
revenues dropped to 36.0% in 1999 from 41.6% in 1998, primarily as a result
of the increased operating costs.

                                       8
<PAGE>

RETAIL. Retail revenues decreased 7.3% for the six months ended May 31, 1999
to $5.9 million from $6.4 million for the corresponding period of the prior
year. Management believes the decrease is primarily attributable to a diluted
retail market from increased retail competition coupled with the construction
disruption. Retail departmental income decreased 5.0% for the six months
ended May 31, 1999 to $3.2 million from $3.4 million, as a result of the
decreased revenues. Retail departmental income as a percentage of Retail
revenues increased slightly to 54.2% in 1999 from 52.9% in 1998, as a result
of managing retail expenses to the reduction in revenues.

MARKETING, GENERAL AND ADMINISTRATIVE. Marketing, General and Administrative
expenses decreased 13.6% for the six months ended May 31, 1999 to $7.8 million
from $9.2 million for the corresponding period of the prior year. The decrease
is primarily attributable to the costs associated with hosting The Rolling
Stones event of approximately $1.1 million during the first quarter of 1998.

DEPRECIATION AND AMORTIZATION. Depreciation and Amortization expense increased
to $3.2 million for the six months ended May 31, 1999 from $2.8 million for the
corresponding period of the prior year.

PRE-OPENING EXPENSE. The Company recorded a pre-opening expense of $4.5 million
associated with the opening of the Expansion during the second quarter of 1999.

NET INTEREST EXPENSE. Net Interest Expense remained at $5.2 million for the six
months ended May 31, 1999.

INCOME TAXES. No income tax benefit was recorded in the quarter ended May 31,
1999, as a valuation allowance has been established due to the Company's
accumulated losses.

EXTRAORDINARY LOSS. In connection with securing expansion financing on March 23,
1998, the Company wrote off $3.5 million in unamortized loan fee costs
associated with the retirement of the Prior Credit Facility for the quarter
ended May 31, 1998.

NET INCOME. As a result of the factors described above, the Company recorded a
net loss for the six months ended May 31, 1999 of $3.6 million compared to net
loss of $0.7 million for the corresponding period of the prior year.


LIQUIDITY AND CAPITAL RESOURCES


     For the six months ended May 31, 1999, the Company's principal source of
funds was net financing activities of approximately $55.0 million. The
primary use of funds was the payment of expansion and maintenance capital
expenditures of $56.5 million. As of May 31, 1999 the Company had cash and
cash equivalents of $4.6 million. The Company believes that its current cash
balances, funds available ($11.5 million) under the $77.0 million New Credit
Facility, cash flow from operations, and other sources of cash will be
sufficient to provide operating liquidity. However, no assurances can be
given with respect to the availability or sufficiency of such amounts.

                                       9
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     On January 5, 1998, Hard Rock Cafe International (USA) Inc. (f/k/a Rank
Licensing, Inc.), a subsidiary of Rank International plc, (the "Plaintiff"),
filed an amended complaint in the United States District Court for the
Southern District of New York against Peter A. Morton and the Company. The
Plaintiff contends that the reservation and use by Mr. Morton and the Company
of the internet domain names "hardrock.com" and "hardrockhotel.com" (the
"Domain Names"), and the use of certain marks and logos (the "Logos") in, and
in connection with merchandise offered on, internet websites operated under
the Domain Names, violate terms of certain agreements with Mr. Morton and
Federal and state trademark and unfair competition law. The Plaintiff seeks
an injunction against the use of the Domain Names and the Logos by Mr. Morton
and the Company, an order requiring Mr. Morton and the Company to assign the
Domain Names to the Plaintiff, and over $100 million in damages. During the
course of litigation, Mr. Morton and the Company transferred the domain name
"hardrock.com" to the Plaintiff. On June 1, 1999, the court issued a ruling
that the Company owes no money damages, the Company can continue to use the
domain name "hardrockhotel.com," and that the Company can use the Logos in
connection with merchandising within designated territories if it can
demonstrate to the Court its ability to do so without doing so in restricted
territories. The Company has ceased using the Logos in connection with
internet merchandising while it seeks to have the territorial limitation
removed. Through May 31, 1999, the Company has incurred $1.5 million in legal
fees in defense of this suit which was charged to general and administrative
expenses on the Statement of Operations during fiscal year 1998.

     Additionally, the Company is a defendant in various lawsuits relating to
routine matters incidental to its business. Management does not believe that the
outcome of any such litigation, in the aggregate, will have a material adverse
effect on the Company.

ITEM 6.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>       <C>
     3.   CERTIFICATE OF INCORPORATION AND BY-LAWS

     3.1  Second Amended and Restated Certificate of Incorporation of the
          Company. (1)

     3.2  Second Amended and Restated By-Laws of the Company. (1)

     4.   INSTRUMENTS DEFINING THE RIGHT OF SECURITY HOLDERS, INCLUDING
          INDENTURES.

     4.1  Letter, dated April 8, 1999, from Peter A. Morton, as Completion
          Guarantor, to Bank of America National Trust and Savings Association,
          as Administrative Agent, and U.S. Bank Trust National Association, as
          Trustee.

     10.  MATERIAL CONTRACTS.

     10.1 Amendment No. 2 to Loan Agreement, dated as of April 8, 1999, and
          entered into with reference to the Loan Agreement, dated as of March
          23, 1998, by and among the Company, as Borrower, the Lenders party
          thereto and Bank of America National Trust and Savings Association, as
          Agent.

     10.2 Amendment No. 1 to Make Well Agreement, dated as of April 8, 1999,
          and entered into with


                                       10
<PAGE>

          reference to the Make Well Agreement, dated as of March 23, 1998, by
          and between Peter A. Morton in favor of Bank of America National Trust
          and Savings Association, as Agent, for the benefit of the Lenders
          party to the Loan Agreement, dated as of March 23, 1998.

     27.  FINANCIAL DATA SCHEDULE.

     27.1 Financial Data Schedule for three-months and six-months ended May 31,
          1998 and 1999.
</TABLE>

(1)  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).

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

          This document includes various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Sections
21E of the Securities Exchange Act of 1934, as amended, which represent the
Company's expectations or beliefs concerning future events. Statements
containing expressions such as "believes," "anticipates" or "expects" used in
the Company's press releases and periodic reports on Forms 10-K and 10-Q filed
with the Securities and Exchange Commission are intended to identify
forward-looking statements. All forward-looking statements involve risks and
uncertainties. Although the Company believes its expectations are based upon
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurances.


                                       11
<PAGE>

                               SIGNATURES

     Pursuant 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:  July 15, 1999                  By:  /s/ GARY SELESNER
                                      -------------------------------------
                                      Gary Selesner
                                      DULY AUTHORIZED OFFICER

                                      /s/ JOSEPH DWYER
                                      -------------------------------------
                                      Joseph Dwyer
                                      CONTROLLER (PRINCIPAL FINANCIAL OFFICER)



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