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
  For the quarterly period ended: September 30, 2002
  ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from to
  Commission file number 333-53211Hard Rock Hotel, Inc.
  (Exact name of registrant as specified in its charter)

|Nevada                                           | 88-0306263                 
|------------------------------------------------ | ---------------------------
|(State or
        other jurisdiction of          | (I.R.S. Employer           
|incorporation
        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. Yes [ x ]  No[   ]



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 November 14, 2002

|Class
        of Common Stock | Shares
|----------------------------- | ------
|Class A Common
        Stock  | 12,000
|Class B Common
        Stock  | 64,023



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HARD ROCK HOTEL,
  INC.
  INDEX



Part I  FINANCIAL INFORMATION
  
          Item 1. Consolidated Financial Statements

                Condensed
  Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 (unaudited)

                Condensed
  Consolidated Statements of Operations for the three-month and nine-month periods
  ended September 30, 2002 and 2001(unaudited) 
                  Condensed
  Consolidated Statements of Cash Flows for the nine-month periods ended September
  30, 2002 and 2001 (unaudited) 
                  Notes
  to Condensed Consolidated Financial Statements (unaudited) 
          Item 2. Managements Discussion
  and Analysis of Financial Condition and Results of Operations 
          Item 3. Quantitative and Qualitative
  Disclosures about Market Risk 
          Item 4. Controls and Procedures PART II  OTHER INFORMATION 
          Item 1. Legal Proceedings 
          Item 6: Exhibits and Reports on Form
  8-K
                  (a)
  Exhibits
                  (b)
  Reports on Form 8-K 
                  Signatures

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Part I  FINANCIAL
  INFORMATION
          Item 1. Financial Statements

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

|                                                                                                                                                                              | September
        30, | December
        31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | --------------------
|                                                                                                                                                                              | 2002                  | 2001                
|Current assets:                                                                                                                                                               |                       |                     
|    Cash and
      cash equivalents                                                                                                                           | $ 10,509              | $ 8,591             
|    Accounts
      receivable, net of allowance for doubtful accounts of $1,380 and $1,904
      as of September 30, 2002 and December 31, 2001, respectively | 5,257                 | 5,445               
|    Inventories                                                                                                                                               | 1,308                 | 1,640               
|    Prepaid
      expenses and other current assets                                                                                                           | 1,322                 | 358                 
|    Related
      party receivable                                                                                                                            | 1,165                 |                    
|    Deferred
      income taxes                                                                                                                               | 881                   | 881                 
|    Total current
      assets                                                                                                                                | 20,442                | 16,915              
|                                                                                                                                                              |                       |                     
|Property and equipment, net
      of accumulated depreciation and amortization                                                                                                | 166,837               | 169,357             
|                                                                                                                                                              |                       |                     
|Other assets                                                                                                                                                                  | 2,700                 | 3,503               
|                                                                                                                                                              |                       |                     
|TOTAL ASSETS                                                                                                                                                                  | $ 189,979             | $ 189,775           
|                                                                                                                                                                          |                       |                     
|Current liabilities:                                                                                                                                                          |                       |                     
|                                                                                                                                                              |                       |                     
|    Accounts
      payable                                                                                                                                    | $ 2,925               | $ 2,160             
|    Construction
      related payables                                                                                                                       | 1,032                 | 2,024               
|    Related
      party payable                                                                                                                               |                      | 300                 
|    Accrued
      expenses                                                                                                                                    | 10,539                | 11,419              
|    Interest
      payable                                                                                                                                    | 5,688                 | 2,963               
|    Current
      portion of long-term debt                                                                                                                   | 1,127                 | 424                 
|        Total
      current liabilities                                                                                                       | 21,311                | 19,290              
|                                                                                                                                                              |                       |                     
|    Deferred
      income taxes                                                                                                                               | 678                   | 678                 
|    Long-term
      debt                                                                                                                                      | 139,310               | 148,259             
|    Total long-term
      liabilities                                                                                                                         | 139,988               | 148,937             
|        Total
      liabilities                                                                                                               | 161,299               | 168,227             
|                                                                                                                                                              |                       |                     
|Commitments and contingencies                                                                                                                                                 |                       |                     
|                                                                                                                                                              |                       |                     
|Preferred stock, 9 1/4% Series
      A Cumulative, no par value, redeemable, 40,000 shares authorized, 28,000
      shares issued and outstanding                             | 36,571                | 34,167              
|Preferred stock, 9 1/4% Series
      B Cumulative, no par value, redeemable, one share authorized, issued and
      outstanding                                               | 24,713                | 23,088              
|                                                                                                                                                              |                       |                     
|Shareholders deficiency:                                                                                                                                                     |                       |                     
|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                 | 7,508               
|Accumulated deficit                                                                                                                                                           | (40,112)              | (43,215)            
|    Total shareholders
      deficiency                                                                                                                      | (32,604)              | (35,707)            
|                                                                                                                                                              |                       |                     
|TOTAL LIABILITIES AND SHAREHOLDERS
      DEFICIENCY                                                                                                                          | $ 189,979             | $ 189,775           
|                                                                                                                                                                              |                       |                     
|                                                                                                                                                                              |                       |                     

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

3

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

|                                                                                    | Three months
        Ended
        September 30 | Nine months
        Ended
        September 30
|----------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------------------------------
|                                                                    | 2002                                            | 2001                                          
|Revenue:                                                                            |                                                 |                                               
|    Casino                                                          | 15,217                                          | 11,363                                        
|    Lodging                                                         | 6,833                                           | 6,397                                         
|    Food and beverage                                               | 10,212                                          | 9,455                                         
|    Retail                                                          | 2,219                                           | 2,153                                         
|    Other income                                                    | 1,987                                           | 1,893                                         
|        Gross
      revenues                        | 36,468                                          | 31,261                                        
|        Less:  promotional
      allowances | (2,736)                                         | (2,450)                                       
|        Net
      revenues                          | 33,732                                          | 28,811                                        
|                                                                    |                                                 |                                               
|Costs and expenses                                                                  |                                                 |                                               
|    Casino                                                          | 8,503                                           | 8,064                                         
|    Lodging                                                         | 1,856                                           | 1,862                                         
|    Food and beverage                                               | 5,568                                           | 5,141                                         
|    Retail                                                          | 925                                             | 894                                           
|    Other                                                           | 1,032                                           | 1,023                                         
|    Marketing                                                       | 2,265                                           | 851                                           
|    Related party expenses                                          | 1,001                                           | 862                                           
|    General
      and administrative                                | 4,539                                           | 4,023                                         
|    Depreciation and amortization                                   | 2,826                                           | 3,052                                         
|    Pre-opening                                                     | 100                                             |                                              
|        Total costs and expenses                    | 28,615                                          | 25,772                                        
|                                                                    |                                                 |                                               
|Income from operations                                                              | 5,117                                           | 3,039                                         
|                                                                    |                                                 |                                               
|Other income (expense):                                                             |                                                 |                                               
|    Interest
      expense, net                                     | (3,242)                                         | (3,826)                                       
|    Other, net                                                      | 4                                               |                                              
|                                                                    |                                                 |                                               
|Income (loss) before provision
      for income taxes                               | 1,879                                           | (787)                                         
|                                                                    |                                                 |                                               
|Income tax (benefit) provision                                                      |                                                | (119)                                         
|NET INCOME (LOSS)                                                                   | 1,879                                           | (668)                                         
|                                                                    |                                                 |                                               
|Preferred stock dividends                                                           | (1,386)                                         | (1,265)                                       
|Income (loss) applicable to
      common shareholders                               | $ 493                                           | $ (1,933)                                     
|                                                                    |                                                 |                                               
|BASIC AND DILUTED NET INCOME
      (LOSS) PER SHARE:                                |                                                 |                                               
|                                                                                |                                                 |                                               
|Applicable to common shareholders                                                   | $ 6.48                                          | $ (25.43)                                     
|                                                                    |                                                 |                                               
|Weighted average number of
      common shares outstanding                          | 76,023                                          | 76,023                                        
|                                                                                    |                                                 |                                               
|                                                                                    |                                                 |                                               
|                                                                                    |                                                 |                                               
|                                                                                    |                                                 |                                               

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

4

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




|                                                                                                                      | Nine Months
        Ended
        September 30
|--------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                                                      | 2002                                          
|Cash flows from operating activities:                                                                                 |                                               
|    Net income                                                                                        | $ 7,132                                       
|    Adjustments
      to reconcile net income to net cash provided by (used in) operating activities: |                                               
|        Depreciation
      and amortization                                           | 8,483                                         
|        Provision
      for losses on accounts receivable                             | 217                                           
|        Amortization
      of loan fees                                               | 553                                           
|        Loss
      on sales of property and equipment                                 | 40                                            
|        Changes
      in operating assets and liabilities:                            |                                               
|            Accounts
      receivable                                 | (29)                                          
|            Inventories                                               | 332                                           
|            Prepaid
      expenses and other current assets           | (964)                                         
|            Accounts
      payable                                    | 765                                           
|            Related
      party payable                               | (1,465)                                       
|            Accrued
      expenses                                    | (880)                                         
|            Interest
      payable                                    | 2,725                                         
|Net cash provided by (used
      in) operating activities                                                             | 16,909                                        
|    Cash flows
      from investing activities:                                                       |                                               
|    Purchases
      of property and equipment                                                         | (4,710)                                       
|    Proceeds
      from sales of property and equipment                                               | 56                                            
|    Construction
      payables                                                                       | (992)                                         
|    Decrease
      (increase) in other assets                                                         | 250                                           
|Net cash provided by (used
      in) investing activities                                                             | (5,396)                                       
|                                                                                                      |                                               
|Cash flows from financing activities:                                                                                 |                                               
|    Principal
      payments on long-term debt                                                        | (9,595)                                       
|Net cash provided by (used
      in) financing activities                                                             | (9,595)                                       
|                                                                                                      |                                               
|Net increase (decrease) in
      cash and cash equivalents                                                            | 1,918                                         
|Cash and cash equivalents,
      beginning of period                                                                  | 8,591                                         
|Cash and cash equivalents,
      end of period`                                                                       | $ 10,509                                      
|                                                                                                      |                                               
|Supplemental disclosures of
      cash flow information:                                                              |                                               
|Cash paid during the period
      for interest                                                                        | $ 6,624                                       
|Cash paid (received) during
      the period for income taxes, net                                                    | $                                            
|                                                                                                                      |                                               



5

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HARD ROCK HOTEL,
  INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Schedule of Non-Cash Investing and Financing Activities:
                  The
  value of the 9 1/4% Series A Cumulative Preferred Stock increased by approximately
  $2,404,000 and $2,187,000 in unpaid accrued dividends for the nine-month periods
  ended September 30, 2002 and 2001, respectively.
                  The
  value of the 9 1/4% Series B Cumulative Preferred Stock increased by approximately
  $1,625,000 and $1,477,000 in unpaid accrued dividends for the nine-month periods
  ended September 30, 2002 and 2001, respectively.
                  The
  Company purchased $1,349,000 of equipment and incurred indebtedness to the manufacturer
  during the nine-month period ended September 30, 2002.

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

6

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1. BASIS OF PRESENTATION
                  The
  accompanying unaudited consolidated financial statements of Hard Rock Hotel,
  Inc. ("Hard Rock"), a Nevada corporation, include the accounts of
  Hard Rock and the development activities of its subsidiary, Pink Taco Corporation
  ("Pink Taco Corp."), a Nevada corporation, (collectively the "Company").
  Hard Rock was formed in August 1993 and began operations on March 9, 1995. Pink
  Taco Corp., was formed in September 2002 and is in the development stage and
  has no operating history. These financial statements 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 accounting principles generally
  accepted in the United States of America 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 accounting principles
  generally accepted in the United States of America 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 and nine-month periods ended September 30, 2002 are not necessarily
  indicative of future financial results or the results that may be expected for
  the year ending December 31, 2002. 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, 2001. The Company has made certain
  financial statement reclassifications for the 2001 financial statements in order
  to classify amounts in a manner consistent with the 2002 financial statements
  which have had no effect upon net income.

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 September 30, 2002, the Company had $120.0 million
  outstanding in Notes and $18.9 million outstanding on its Credit Facility. In
  addition, the Company has financed certain gaming equipment with the respective
  manufacturers. As of September 30, 2002, the Company had $1.5 million of gaming
  equipment financing outstanding.

                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) which 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.

7

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               Credit
  Facility
                 Effective
  June 2000, the Company entered into an amendment with regard to the Credit Facility
  whereby, among other things the commitment amount available under the Credit
  Facility was reduced to $42.0 million, the commitment further reduces by $2.0
  million on the last day of each fiscal quarter commencing March 31, 2001, and
  also reduces, 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.
                  Effective
  March 2001, the Company entered into another amendment with regard to the Credit
  Facility whereby the $2.0 million quarterly commitment reduction was deferred
  to commence with the quarter ending September 30, 2001.

                Effective
  December 2001, the Company entered into another amendment with regard to the
  Credit Facility whereby the $2.0 million quarterly commitment reduction for
  the quarter ending December 31, 2001 was waived.

                Effective
  October 2002, the Company entered into another amendment with regard to the
  Credit Facility whereby the commitment reduction scheduled for September 30,
  2002 related to excess cash flow as defined for the year ended December 31,
  2001 was waived. Additionally, pursuant to the amendment, the lenders consented
  to the creation of Pink Taco Corp. as described above and capital expenditures
  with respect thereto or for other expansion projects in an amount not to exceed
  an aggregate of $13.0 million (not to exceed $7.5 million in any year with up
  to $2.0 million of such limitation not expended during any year to be available
  the following year).

                The
  total commitment under the Credit Facility as of September 30, 2002 was $34.0
  million. The reduction provisions above 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%, (applicable margin was
  3.0% at September 30, 2002 and aggregating 5.1% at September 30, 2002), 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 September
  30, 2002. 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 AND REGULATORY PROCEEDINGS
                  The
  Company is a defendant in various lawsuits relating to routine matters incidental
  to its business. Management provides an accrual for estimated losses that may
  occur and does not believe that the outcome of any pending claims or litigation,
  in the aggregate, will have a material adverse effect on the Companys
  financial position, results of operations or liquidity beyond the amounts recorded
  in the accompanying balance sheet as of September 30, 2002.
  4.  RECENT ACCOUNTING PRONOUNCEMENTS
                  In
  June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations.
  This statement addresses financial accounting and reporting for obligations
  associated with the retirement of tangible long-lived assets and the associated
  asset retirement costs. This statement applies to all entities and applies to
  all legal obligations associated with the retirement of long-lived assets that
  result from the acquisition, construction, development and the normal operation
  of a long-lived asset, except for certain obligations of lessees. This statement
  is effective for our 2003 fiscal year and early adoption is permitted. We expect
  to adopt this statement on January 1, 2003 and do not expect the initial adoption
  to have a material effect on our financial statements.

                In
  April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
  4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
  The most significant provisions of this statement relate to the rescission of
  Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt and
  it also amends other existing authoritative pronouncements to make various technical
  corrections, clarify meanings, or describe their applicability under changed
  conditions. Under this new statement, any gain or loss on extinguishment of
  debt that was classified as an extraordinary item in prior periods presented
  that does not meet certain defined criteria must be reclassified. Generally,
  SFAS No. 145 is effective for our 2003 fiscal year and may be adopted early.
  We expect to adopt this statement on January 1, 2003 and do not expect its adoption
  to have a material effect on our financial statements.

               In
  June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
  Exit or Disposal Activities. This statement address financial accounting and
  reporting for costs associated with exit or disposal activities and nullifies
  EITF No. 94-3 Liability Recognition for Certain Employee Termination Benefits
  and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).
  The statement requires that a liability for a cost associated with an exit or
  disposal activity be recognized when the liability is incurred. A fundamental
  conclusion reached by the FASB in this statement is than an entitys commitment
  to a plan, by itself, does not create a present obligation to others that meets
  the definition of a liability. This statement also establishes that fair value
  is the objective for initial measurement of the liability. The provisions of
  this statement are effective for exit or disposal activities that are initiated
  after December 31, 2002 with early application encouraged. We currently do not
  expect the adoption of this standard to have a material impact on our financial
  statements.

8

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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, 2001, which may be obtained upon request from the Company.
  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, the viability of developing a restaurant in California 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,
  including further terrorist attacks such as those experienced by the Country
  on September 11, 2001. 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 1, 2002.
  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.

9

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RESULTS OF OPERATIONSThree-Months Ended September 30, 2002 and 2001
                  NET
  REVENUES. Net revenues increased 17% for the three-month period ended September
  30, 2002 to $33.7 million compared to $28.8 million for the three-month period
  ended September 30, 2001. The $4.9 million increase in net revenues is attributable
  to improvement in every operating department including a $3.8 million or 33%
  increase in casino revenues, a $0.4 million or 6% increase in lodging revenues,
  a $0.8 million or 8% increase in food and beverage revenues, a $0.1 million
  or 5% increase in retail revenues and a $0.1 million or 5% increase in other
  revenues. These increases were offset partially by a $0.3 million or 12% increase
  in promotional allowances related to items furnished to customers on a complimentary
  basis.

                CASINO
  REVENUES. The $3.8 million increase in casino revenues was due to a $2.3 million
  or 28% increase in table game revenues, a $1.4 million or 47% increase in slot
  machine revenues and a $0.1 million or 100% increase in race and sports revenues.
  The increase in table games revenues was due to both an increase in table games
  drop and hold percentage. Table games drop increased $9.3 million or 14% to
  $74.5 million from $65.2 million. Table games hold percentage increased 1.5
  percentage points to 13.9% from 12.4%. The average number of table games in
  operations increased to 94 from 84, an increase of 10 games or 12%. The net
  result of these increases in drop, hold percentage and average number of table
  games in operation was an increase in win per table game per day to $1,197 from
  $1,042, an increase of $155 or 15%. We have historically reported table games
  hold percentage using the gross method, while casinos on the 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 percentage for the three-month period ended September
  30, 2002 was 16.2% compared to 14.4% for the three-month period ended September
  30, 2001. Slot machine revenues increased due to an increase in handle and in
  win percentage. Slot machine handle increased $18.5 million or 24% to $95.5
  million from $77.0 million. Slot machine net win percentage increased 0.7 of
  a percentage point to 4.9% from 4.2%. We decreased the average number of slot
  machines in operation to 563 from 623, a decrease of 60 or 10% between comparative
  periods. The net result of these changes in slot machine handle, win percent
  and average number of slot machines in operation was an increase in net win
  per slot machine per day to $90 from $56, an increase of $34 or 61%.

                LODGING
  REVENUES. The $0.4 million increase in lodging revenues to $6.8 million from
  $6.4 million was due to an increase in the average daily room rate ("ADR")
  and occupancy percentage. ADR increased to $113 from $107, an increase of $6
  or 6%. The occupancy percentage increased 2.5 percentage points to 96.1% from
  93.6%.
                  FOOD
  AND BEVERAGE REVENUES. The $0.8 million increase in food and beverage revenues
  was due to food revenues increasing approximately $0.3 million and beverage
  revenues increasing by approximately $0.5 million. The increase in food revenues
  was due to increased revenues in every operating department with the exception
  of banquets for which revenues decreased approximately $0.1 million. The net
  increase was also offset partially by the closure of Mortonis restaurant
  during July 2002. The increase in beverage revenues was primarily due to a $0.2
  million increase in beach club beverage, a $0.2 million increase in Babys
  nightclub, a $0.1 million increase in each of the Center Bar, the Pink Taco
  and AJs offset partially by a $0.1 million decrease in banquets and the
  closure of Mortonis bar during July 2002. Mortonis restaurant and
  bar has been replaced by Simon Kitchen & Bar which opened during October
  2002.

10

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                RETAIL
  REVENUES. The $0.1 million increase in retail revenues was primarily due to
  the results of longer operating hours on nights that entertainment was offered
  in the Joint and due to additional advertising and marketing efforts directed
  at guests of nearby hotels.
                 OTHER
  INCOME. The $0.1 million increase in other income was primarily due to a significant
  increase in beach club cabana rentals.
                 PROMOTIONAL
  ALLOWANCES. The $0.3 million increase in promotional allowances was due to an
  increase in casino and general marketing complimentary items offered to customers
  as a result of increased casino volume.
                  CASINO
  EXPENSES. Casino expenses increased $0.4 million or 5% to $8.5 million from
  $8.1 million. The increase was primarily due to a $0.2 million increase in credit
  discount arrangements made with customers to promote goodwill or secure timely
  payment, a $0.2 million increase in gaming fees and taxes, a $0.2 million increase
  in entertainment expenses and a $0.1 million increase in the cost of complimentaries
  related to items furnished to customers on a complimentary basis. These increases
  were offset partially by a $0.1 million decrease in the cost of slot tournaments,
  a $0.1 million decrease in the cost of other operating supplies and a $0.1 million
  decrease in bad debt expenses related to potentially uncollectible credit extended
  to casino customers. Casino expenses as a percentage of casino revenues decreased
  to 56% from 71%, a decrease of 15 percentage points between comparative periods,
  due to the increases in gaming hold and win percentages as noted above and increases
  in casino volume which were driven in large part by increases in marketing and
  entertainment expenditures instead of casino marketing expenditures.
                  LODGING
  EXPENSES. Lodging expenses in relation to lodging revenues, prior to reclassifying
  the cost of complimentaries to casino expense, decreased to 33% from 35%, a
  decrease of 2 percentage points, due primarily to the increase in ADR while
  keeping expenses relatively constant.
                  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, remained constant at 64%. Food costs and expenses in relation
  to food revenues, prior to reclassifying the cost of complimentaries to casino
  expense, decreased to 89% from 90%, a decrease of 1 percentage point, due to
  a relative reduction in labor costs to 49% from 51% of food revenues offset
  partially by a relative increase in other operating expenses to 9% from 8% of
  food revenues. Beverage costs and expenses in relation to beverage revenues,
  prior to reclassifying the cost of complimentaries to casino expense, increased
  to 47% from 46%, an increase of 1 percentage point due primarily to beverage
  cost of sales increasing to 24% from 23% of beverage revenues and other operating
  expenses increasing to 8% from 7% of beverage revenues offset partially by labor
  costs decreasing as a percentage of beverage revenues by less than 1 percentage
  point.

                RETAIL
  COSTS AND EXPENSES. Retail costs and expenses in relation to retail revenues,
  prior to reclassifying the cost of complimentaries to casino expense, increased
  to 46% from 45%, an increase of 1 percentage point. This increase was due primarily
  to other operating costs increasing to 4% from 2% of retail revenues offset
  partially by a decrease in the cost of retail items sold to 36% from 35% of
  retail revenues.
                  OTHER
  COSTS AND EXPENSES. Other costs and expenses in relation to other income decreased
  to 52% from 54%, a decrease of 2 percentage points. The decrease is primarily
  due to a $0.1 million increase in other revenues from cabana rentals for which
  there were no corresponding increase in costs or expenses.
                  MARKETING,
  GENERAL AND ADMINISTRATIVE. Marketing, general and administrative expenses in
  relation to gross revenues increased to 18.7% from 15.6%, an increase of 3.1
  percentage points between comparative periods. The increase was primarily due
  to increasing entertainment expense by 1.8% of gross revenues due to higher
  caliber offerings in the Joint, increasing management incentive expenses due
  to improved performance by 1.7% of gross revenues and increasing expenditures
  for the Company's national and local advertising campaigns by 1.3% of gross
  revenues offset partially by decreasing labor costs by 1.9% of gross revenues.

11

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                DEPRECIATION
  AND AMORTIZATION. Depreciation and amortization expense decreased by $0.2 million.
  The decrease was due to a decrease in depreciation related to short-lived property
  which became fully depreciated in March 2002 at the seventh anniversary of the
  Companys operations offset partially by increased depreciation related
  to the completion of the second phase of the hotel room remodel completed during
  the fourth quarter of 2001.
                  PRE-OPENING.
  The Company expensed $0.1 million of pre-opening expense related wages and other
  costs for Simon Kitchen and Bar which replaced Mortonis restaurant and
  bar. Simon Kitchen and Bar opened during October 2002.

                NET
  INTEREST EXPENSE. Net interest expense decreased to $3.2 million from $3.8 million,
  a decrease of $0.6 million or 16%. The decrease is primarily due to the decrease
  in outstanding borrowings and a decrease in the effective interest rate on the
  Companys Credit Facility.

                INCOME TAXES. Hard Rock
  does not have tax expense for during the current year period due to the being
  able to offset 100% of alternative minimum taxable ("AMT") income
  with AMT net operating loss carryforwards ("NOL") from previous periods.
  This is due to legislation passed in the Job Creation and Worker Assistance
  Act of 2002 which increases the limit on AMT NOL deductions from 90 percent
  to 100 percent for NOL's generated or taken as carryforwards in tax years ending
  during 2001 and 2002.

                INCOME
  APPLICABLE TO COMMON SHAREHOLDERS. Income applicable to common shareholders
  was $0.5 million compared to a loss of $1.9 million during the prior year three-month
  period. The improvement was due to the factors described above and was offset
  partially by a $0.1 million decrease in income tax benefit and a $0.1 million
  increase in preferred stock dividends. Preferred dividends declared increased
  due to compounding returns on dividends that were not distributed.Nine-Months Ended September 30, 2002 and 2001
                  NET
  REVENUES. Net revenues increased 7% for the nine-month period ended September
  30, 2002 to $99.2 million compared to $92.4 million for the nine-month period
  ended September 30, 2001. The $6.8 million increase in net revenues is primarily
  attributable to a $4.9 million or 13% increase in casino revenues, a $2.2 million
  or 7% increase in food and beverage revenues and a $0.1 million or 1% increase
  in retail and other revenues. These increases were partially offset by a $0.1
  million or 1% decrease in lodging revenues and a $0.3 million or 3% increase
  in promotional allowances related to items furnished to customers on a complimentary
  basis.

                CASINO
  REVENUES. The $4.9 million increase in casino revenues was primarily due to
  a $4.8 million or 19% increase in table game revenues and a $0.1 million or
  1% increase in slot machine revenues. The increase in table games revenues was
  due to both an increase in table games drop and hold percentage. Table games
  drop increased $19.9 million or 10% to $225.1 million from $205.2 million. Table
  games hold percentage increased 1.0 percentage point to 13.6% from 12.6%. The
  average number of table games in operations increased to 92 from 82, an increase
  of 10 games or 12%. The net result of these increases in drop, hold percentage
  and average number of table games in operation was an increase in win per table
  game per day to $1,221 from $1,155, an increase of $66 or 6%. We have historically
  reported table games hold percentage using the gross method, while casinos on
  the 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 percentage for the nine-month
  period ended September 30, 2002 was 15.8% compared to 14.6% for the nine-month
  period ended September 30, 2001. Slot machine revenues increased due to an increase
  in handle offset partially by a decrease in win percentage. Slot machine handle
  increased $20.5 million or 8% to $262.9 million from $242.4 million. Slot machine
  net win percentage decreased 0.3 of a percentage point to 4.3% from 4.6%. We
  decreased the average number of slot machines in operation to 566 from 644,
  a decrease of 78 or 12% between comparative periods. The net result of these
  changes in slot machine handle, win percent and average number of slot machines
  in operation was an increase in net win per slot machine per day to $73 from
  $63, an increase of $10 or 16%.

12

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               LODGING
  REVENUES. The $0.1 million decrease in lodging revenues to $20.7 million from
  $20.8 million was primarily due to a $0.3 million decrease in telephone sales
  due to the increasing use of cellular telephones, a trend that we expect to
  continue. This decrease was offset partially by an increase in the occupancy
  percentage to 95.9% from 94.8%. The ADR remained constant at $115 between periods.

               FOOD
  AND BEVERAGE REVENUES. The $2.2 million increase in food and beverage revenues
  was due to food revenues increasing approximately $1.6 million and beverage
  revenues increasing by approximately $0.6 million. The increase in food revenues
  was due to increased revenues in every operating department offset partially
  by the closure of Mortonis restaurant during July 2002. The increase in
  beverage revenues was primarily due to a $0.4 million increase in beach club
  beverage revenue, a $0.3 million increase in Center Bar beverage revenue and
  a $0.1 million increase in each of AJs bar, Pink Taco Bar and Las Vegas
  Lounge revenues. These increases were offset partially by a $0.3 million decrease
  in banquet beverage revenue and a $0.1 million decrease in each of room service
  beverage and service bar revenues and the closure of Mortonis bar during
  July 2002. Mortonis restaurant and bar has been replaced by Simon Kitchen
  & Bar which opened during October 2002. The increase in beach club beverage
  revenue was due in part to longer operating hours and offering weekly beach
  parties promoted as "Pink Beach  Women on Top."
                  RETAIL
  REVENUES AND OTHER INCOME. Retail and other revenues increased $0.1 million
  in aggregate. The increase in retail revenues was primarily due to the results
  of longer retail operating hours on nights that entertainment was offered in
  the Joint and due to additional advertising and marketing efforts of retail
  merchandise directed at guests of nearby hotels. The increase in other income
  was due primarily to a $0.2 million increase in beach club cabana rentals, a
  $0.1 million increase in Rock Spa revenues and a $0.1 million increase in Cuba
  Libre cigar store revenues offset partially by a $0.2 million decrease in revenue
  from gaming chips purchased by customers that are not expected to be redeemed
  and a$0.1 million decrease
  in ATM commissions.

                PROMOTIONAL
  ALLOWANCES. The $0.3 million increase in promotional allowances was due to an
  increase in casino and general marketing complimentary items offered to customers
  as a result of increased casino volume.

                CASINO
  EXPENSES. Casino expenses increased $1.1 million or 5% to $24.8 million from
  $23.7 million. The increase was primarily due to a $1.1 million increase in
  player development marketing costs, a $0.6 million increase in gaming and other
  taxes and license expense, a $0.2 million increase in credit discount arrangements
  made with customers to promote goodwill or secure timely payment, a $0.2 increase
  in casino labor expense and a $0.2 million increase in the cost of complimentaries
  related to items furnished to customers on a complimentary basis. These increases
  were offset partially by a $1.0 million decrease in bad debt expenses related
  to potentially uncollectible credit extended to casino customers and a $0.2
  million decrease in other operating costs. Casino expenses as a percentage of
  casino revenues decreased to 48% from 52%, a decrease of 4 percentage points
  between comparative periods, due to the increases in gaming hold percentage
  as noted above and increases in casino volume which were driven in large part
  by increases in marketing and entertainment expenditures instead of casino marketing
  expenditures.

                LODGING
  EXPENSES. Lodging expenses in relation to lodging revenues, prior to reclassifying
  the cost of complimentaries to casino expense, remained constant between comparative
  periods at approximately 32%.

                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 61%, a decrease of 1 percentage point.
  Food costs and expenses in relation to food revenues, prior to reclassifying
  the cost of complimentaries to casino expense, decreased to 80% from 86%, a
  decrease of 6 percentage points, due to a relative reduction in labor and food
  costs offset partially by a relative increase in other operating expenses. Beverage
  costs and expenses in relation to beverage revenues, prior to reclassifying
  the cost of complimentaries to casino expense, increased to 45% from 44%, an
  increase of 1 percentage point due primarily to higher beverage cost of sales
  and other operating expenses.

13

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                RETAIL
  COSTS AND EXPENSES. Retail costs and expenses in relation to retail revenues,
  prior to reclassifying the cost of complimentaries to casino expense, remained
  constant at approximately 47%.
                  OTHER
  COSTS AND EXPENSES. Other costs and expenses in relation to other income increased
  to 53% from 50%, an increase of 3 percentage points. The increase is primarily
  due to a decrease in other revenues from gaming chips purchased by customers
  that are not expected to be redeemed and in ATM commissions for which there
  were no corresponding decreases in costs or expenses and were offset partially
  by an increase in beach club cabana rentals for which there is no incremental
  cost.

                MARKETING,
  GENERAL AND ADMINISTRATIVE. Marketing, general and administrative expenses in
  relation to gross revenues increased to 17.3% from 15.6%, an increase of 1.7
  percentage points. The increase was primarily due increasing entertainment expense
  by 1.0% of gross revenues due to higher caliber offerings in the Joint, increasing
  marketing promotions expenditures, such as those associated with the Howard
  Stern broadcast live from the casino in February 2002, by 0.7% of gross revenues,
  increasing expenditures for the Companys national and local advertising
  by 0.6% of gross revenues, and increasing management incentive expenses by 0.6%
  of gross revenues offset partially by reducing labor expenses by 0.7% of gross
  revenues.
                  DEPRECIATION
  AND AMORTIZATION. Depreciation and amortization expense decreased by $0.6 million.
  The decrease was due to a decrease in depreciation related to short-lived property
  which became fully depreciated in March 2002 at the seventh anniversary of the
  Companys operations offset partially by increased depreciation related
  to the completion of the second phase of the hotel room remodel completed during
  the fourth quarter of 2001.

                PRE-OPENING.
  The Company expensed $0.1 million of pre-opening expense related wages and other
  costs for Simon Kitchen and Bar which replaced Mortonis restaurant and
  bar. Simon Kitchen and Bar opened during October 2002.
                  NET
  INTEREST EXPENSE. Net interest expense decreased to $9.9 million from $11.7
  million, a decrease of $1.8 million or 15%. The decrease is primarily due to
  the decrease in outstanding borrowings and a decrease in the effective interest
  rate on the Companys Credit Facility.

                INCOME
  TAXES. Hard Rock does not have tax expense for during the current year period
  due to the being able to offset 100% of alternative minimum taxable ("AMT")
  income with AMT net operating loss carryforwards ("NOL") from previous
  periods. This is due to legislation passed in the Job Creation and Worker Assistance
  Act of 2002 which increases the limit on AMT NOL deductions from 90 percent
  to 100 percent for NOL's generated or taken as carryforwards in tax years ending
  during 2001 and 2002.

                INCOME
  APPLICABLE TO COMMON SHAREHOLDERS. Income applicable to common shareholders
  was $3.1 million compared to a loss of $0.7 million during the prior year nine-month
  period. The improvement was due to the factors described above and a $0.1 million
  decrease in income tax provision and was offset partially by a $0.3 million
  increase in preferred stock dividends. Preferred dividends declared increased
  due to compounding returns on dividends that were not distributed.

14

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LIQUIDITY AND CAPITAL RESOURCES

                For
  the nine-month period ended September 30, 2002, our principal sources of funds
  were cash on-hand at December 31, 2001 and cash provided by operating activities
  of $16.9 million. The amount of cash provided by operating activities primarily
  includes net income of $7.1 million, net of depreciation and amortization of
  $8.5 million, amortization of loan fees of $0.6 million and provision for losses
  on accounts receivable of $0.2 million. Sources also included a $0.5 million
  net change in operating assets and liabilities and a $0.3 million increase in
  other assets. The primary uses of funds were capital expenditures of $4.7 million,
  a $1.0 million decrease in construction payables and a $9.6 million reduction
  in the outstanding borrowings. As a result, as of September 30, 2002, we had
  cash and cash equivalents of $10.5 million.

                We
  believe that our current cash balances and cash flow from operations and other
  sources of cash including the available borrowings under our $34 million Credit
  Facility ($15.1 million as of September 30, 2002) will be sufficient to provide
  operating and investing liquidity during the next 12 months. We may, however,
  need to raise additional funds prior to October 1, 2003. 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
  amount available under the Credit Facility began reducing by $2.0 million on
  September 30, 2001 and will continue to reduce by $2.0 million on the last day
  of each subsequent fiscal quarter until it reaches $25.0 million. Effective
  December 2001, the Company entered into an amendment with regard to the Credit
  Facility whereby the $2.0 million quarterly commitment reduction for the quarter
  ending December 31, 2001 was waived. Beginning September 30, 2001 and on each
  succeeding September 30, the credit line reduces by 50% of Excess Cash Flow,
  as defined, for the then most recently completed fiscal year; however, effective
  October 2002, the Company entered into another amendment with regard to the
  Credit Facility whereby the commitment reduction scheduled for September 30,
  2002 related to excess cash flow as defined for the year ended December 31,
  2001 was waived. Pursuant to the amendment, the lenders also consented to the
  creation of Pink Taco Corporation ("Pink Taco Corp."), a Nevada corporation.
  Pink Taco Corp. is in the development stage and has no operating history. The
  amendment allows for capital expenditures with respect to Pink Taco Corp. or
  for other expansion projects at the Hard Rock Hotel and Casino in Las Vegas
  in an amount not to exceed an aggregate of $13.0 million (not to exceed $7.5
  million in any year with up to $2.0 million of such limitation not expended
  during any year to be available the following year).

                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 and equipment.

                As
  of September 30, 2002, $13.3 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.

               Our
  ability to service our contractual obligations and commitments will be dependent
  on our future performance, which will be affected by, among other things, prevailing
  economic conditions and financial, business and other factors, certain of which
  are beyond our control.

                The
  Company is a defendant in various lawsuits relating to routine matters incidental
  to its business. Management provides an accrual for estimated losses that may
  occur and does not believe that the outcome of any pending claims or litigation,
  in the aggregate, will have a material adverse effect on the Companys
  financial position, results of operations or liquidity beyond the amounts recorded
  in the accompanying balance sheet as of September 30, 2002.

15

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RECENT ACCOUNTING PRONOUNCEMENTS

                In
  June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations.
  This statement addresses financial accounting and reporting for obligations
  associated with the retirement of tangible long-lived assets and the associated
  asset retirement costs. This statement applies to all entities and applies to
  all legal obligations associated with the retirement of long-lived assets that
  result from the acquisition, construction, development and the normal operation
  of a long-lived asset, except for certain obligations of lessees. This statement
  is effective for our 2003 fiscal year and early adoption is permitted. We expect
  to adopt this statement on January 1, 2003 and do not expect the initial adoption
  to have a material effect on our financial statements.

                In
  April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
  4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
  The most significant provisions of this statement relate to the rescission of
  Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt and
  it also amends other existing authoritative pronouncements to make various technical
  corrections, clarify meanings, or describe their applicability under changed
  conditions. Under this new statement, any gain or loss on extinguishment of
  debt that was classified as an extraordinary item in prior periods presented
  that does not meet certain defined criteria must be reclassified. Generally,
  SFAS No. 145 is effective for our 2003 fiscal year and may be adopted early.
  We expect to adopt this statement on January 1, 2003 and do not expect its adoption
  to have a material effect on our financial statements.
                  In
  June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
  Exit or Disposal Activities. This statement address financial accounting and
  reporting for costs associated with exit or disposal activities and nullifies
  EITF No. 94-3 Liability Recognition for Certain Employee Termination Benefits
  and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).
  The statement requires that a liability for a cost associated with an exit or
  disposal activity be recognized when the liability is incurred. A fundamental
  conclusion reached by the FASB in this statement is than an entitys commitment
  to a plan, by itself, does not create a present obligation to others that meets
  the definition of a liability. This statement also establishes that fair value
  is the objective for initial measurement of the liability. The provisions of
  this statement are effective for exit or disposal activities that are initiated
  after December 31, 2002 with early application encouraged. We currently do not
  expect the adoption of this standard to have a material impact on our financial
  statements.

16

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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 September
  30, 2002.
                  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 $20.4 million and $28.7 million in variable rate debt outstanding at September
  30, 2002 and December 31, 2001, respectively. Based upon these variable rate
  debt levels, a hypothetical 10% adverse change in interest rates (approximately
  a 52 basis point increase in the effective interest rate) would increase interest
  expense by approximately $0.1 million on an annual basis, and correspondingly
  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.Item 4.  Controls and Procedures
                  (a)
  Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive
  Officer and Chief Financial Officer have evaluated the effectiveness of the
  Company's disclosure controls and procedures (as such term is defined in Rules
  13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended
  (the "Exchange Act")) as of a date within 90 days prior to the filing
  date of this quarterly report (the "Evaluation Date"). Based on such
  evaluation, such officers have concluded that, as of the Evaluation Date, the
  Company's disclosure controls and procedures are effective in alerting them
  on a timely basis to material information relating to the Company (including
  its consolidated subsidiaries) required to be included in the Company's reports
  filed or submitted under the Exchange Act.
                  (b)
  Changes in Internal Controls. Since the Evaluation Date, there have not been
  any significant changes in the Company's internal controls or in other factors
  that could significantly affect such controls.

17

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PART II  OTHER INFORMATION
          Item 1.  Legal
  Proceedings
                  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.

                During
  July 2002, the Nevada Gaming Commission served the Company with a complaint
  for disciplinary action pursuant to NRS 463.310(2) and NRS 463.312 charging
  violations of the Nevada Gaming Control Act and State Gaming Control Board and
  Nevada Gaming Commission Regulations. During July 2002, the Company entered
  into a stipulated agreement for settlement with the Nevada Gaming Commission
  and agreed to pay a fine of $100,000.

        Item 6.  Exhibits and Reports on
  Form 8-K
                  (a)
  Exhibits



|EXHIBIT
        NUMBER | DESCRIPTION                                                                                                                                                                                     
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                 
|3.                     | CERTIFICATE OF
      INCORPORATION AND BY-LAWS                                                                                                                                                  
|                       |                                                                                                                                                                                                 
|(1) 3.1                | Second Amended
      and Restated Certificate of Incorporation of the Company.                                                                                                                  
|                       |                                                                                                                                                                                                 
|(2) 3.2                | Certificate of
      Amendment of Second Amended and Restated Articles of Incorporation.                                                                                                        
|                       |                                                                                                                                                                                                 
|(2) 3.3                | Certificate of
      Designation of 9 1/4% Series A Cumulative Preferred Stock, no par value
      per share.                                                                                   
|                       |                                                                                                                                                                                                 
|(3) 3.4                | Certificate of
      Designation of 9 1/4% Series B Cumulative Preferred Stock, no par value
      per share.                                                                                   
|                       |                                                                                                                                                                                                 
|(1) 3.5                | Second Amended
      and Restated By-Laws of the Company                                                                                                                                        
|                       |                                                                                                                                                                                                 
|10.                    | MATERIAL CONTRACTS                                                                                                                                                                              
|                       |                                                                                                                                                                                                 
|10.1                   | Employment Agreement,
      dated May 24, 2002, between the Company and Don Marrandino.                                                                                                         
|                       |                                                                                                                                                                                                 
|99.1                   | Certification of
      Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
      section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act
      of 2002.
|                       |                                                                                                                                                                                                 

(1)                Incorporated
  by reference to designated exhibit to our Registration Statement on Form S-4,
  filed with the Securities and Exchange Commission on May 21, 1998 (File No.
  333- 53211).
  (2)                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).
  (3)                Incorporated
  by reference to designated exhibit to our Report on Form 10-Q, filed with the
  Securities and Exchange Commission for the quarter ended June 30, 2000 (File
  No. 333-53211).
                  (b)
  Reports on Form 8-K
                  None.

18

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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:  November 14,
      2002 | /s/ James D. Bowen           
|                               | James D. Bowen               
|                               | DULY AUTHORIZED OFFICER      
|                               |                          
|                               | /s/ JAMES D. BOWEN           
|                               | James D. Bowen               
|                               | CHIEF FINANCIAL OFFICER      
|                               | (PRINCIPAL FINANCIAL OFFICER)



---

CERTIFICATION

I, Peter A. Morton, certify
  that:

                1.
                  I
  have reviewed this quarterly report on Form 10-Q of Hard Rock Hotel, Inc.;

                2.                 Based on my knowledge,
  this quarterly report does not contain any untrue statement of a material fact
  or omit to state a material fact necessary to make the statements made, in light
  of the circumstances under which such statements were made, not misleading with
  respect to the period covered by this quarterly report;

                3.                 Based on my knowledge,
  the financial statements, and other financial information included in this quarterly
  report, fairly present in all material respects the financial condition, results
  of operations and cash flows of the registrant as of, and for, the periods presented
  in this quarterly report;

                4.                 The registrants
  other certifying officers and I are responsible for establishing and maintaining
  disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
  and 15d-14) for the registrant and we have:

                                a)
  designed such disclosure controls and procedures to ensure that material
  information relating to the registrant, including its consolidated subsidiaries,
  is made known to us by others within those entities, particularly during the
  period in which this quarterly report is being prepared;

                                b) evaluated the effectiveness
  of the registrants disclosure controls and procedures as of a date within
  90 days prior to the filing date of this quarterly report (the Evaluation
  Date); and

                                c) presented in this quarterly
  report our conclusions about the effectiveness of the disclosure controls and
  procedures based on our evaluation as of the Evaluation Date;

                5. The registrants
  other certifying officers and I have disclosed, based on our most recent evaluation,
  to the registrants auditors and the audit committee of registrants
  board of directors (or persons performing the equivalent function):

                                a) all significant deficiencies
  in the design or operation of internal controls which could adversely affect
  the registrants ability to record, process, summarize and report financial
  data and have identified for the registrants auditors any material weaknesses
  in internal controls; and

                                b) any fraud, whether or
  not material, that involves management or other employees who have a significant
  role in the registrants internal controls; and

                6.
  The registrants other certifying officers and I have indicated in this
  quarterly report whether or not there were significant changes in internal controls
  or in other factors that could significantly affect internal controls subsequent
  to the date of our most recent evaluation, including any corrective actions
  with regard to significant deficiencies and material weaknesses.

|    Date: November
      14,
      2002 | /s/ Peter A. Morton                 
|----------------------------------------------------------- | ------------------------------------
|                                                            | Name:
      Peter A. Morton         
|                                                            | Title: Chief Executive
      Officer
|                                                            |                                     
|                                                            |                                     





---

CERTIFICATION

I, James D. Bowen, certify
  that:

                1.
                  I
  have reviewed this quarterly report on Form 10-Q of Hard Rock Hotel, Inc.;

                2.
                  Based
  on my knowledge, this quarterly report does not contain any untrue statement
  of a material fact or omit to state a material fact necessary to make the statements
  made, in light of the circumstances under which such statements were made, not
  misleading with respect to the period covered by this quarterly report;

                3.
                  Based
  on my knowledge, the financial statements, and other financial information included
  in this quarterly report, fairly present in all material respects the financial
  condition, results of operations and cash flows of the registrant as of, and
  for, the periods presented in this quarterly report;

                4.                
  The registrants other certifying officers and I are responsible for establishing
  and maintaining disclosure controls and procedures (as defined in Exchange Act
  Rules 13a-14 and 15d-14) for the registrant and we have:

                                a)
  designed such disclosure controls and procedures to ensure that material information
  relating to the registrant, including its consolidated subsidiaries, is made
  known to us by others within those entities, particularly during the period
  in which this quarterly report is being prepared;

                                b)
  evaluated the effectiveness of the registrants disclosure controls and
  procedures as of a date within 90 days prior to the filing date of this quarterly
  report (the Evaluation Date); and

                                c)
  presented in this quarterly report our conclusions about the effectiveness of
  the disclosure controls and procedures based on our evaluation as of the Evaluation
  Date;

                5.
  The registrants other certifying officers and I have disclosed, based
  on our most recent evaluation, to the registrants auditors and the audit
  committee of registrants board of directors (or persons performing the
  equivalent function):

                                a)
  all significant deficiencies in the design or operation of internal controls
  which could adversely affect the registrants ability to record, process,
  summarize and report financial data and have identified for the registrants
  auditors any material weaknesses in internal controls; and

                                b)
  any fraud, whether or not material, that involves management or other employees
  who have a significant role in the registrants internal controls; and

                6.
  The registrants other certifying officers and I have indicated in this
  quarterly report whether or not there were significant changes in internal controls
  or in other factors that could significantly affect internal controls subsequent
  to the date of our most recent evaluation, including any corrective actions
  with regard to significant deficiencies and material weaknesses.

|    Date: November
      14, 2002 | /s/ James D. Bowen                  
|----------------------------------------------------- | ------------------------------------
|                                                      | Name:
      James D. Bowen          
|                                                      | Title: Chief Financial
      Officer
|                                                      |                                     
|                                                      |                                     

19

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