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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the quarterly period ended:

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 333-49715

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ALADDIN GAMING ENTERPRISES, INC.(Exact name of registrant as specified in its charter)

Nevada(State or other jurisdiction of
incorporation or organization)

88-0379695(I.R.S. Employer
Identification No.)3667 Las Vegas Boulevard South,
Las Vegas, Nevada(Address of principal executive offices)

89109(Zip Code)


(702) 785-5555(Registrant's telephone number, including area code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

Indicate
the number of shares outstanding of the issuer's classes of common stock, as of September 30, 2000.

|                                                                            |  |                 
|--------------------------------------------------------------------------- |  | ----------------
|Class A Common Stock, no par value, 2,000,000 shares authorized             |  | 1,107,500 issued
|Class B Common Stock, no par value, Non-voting, 8,000,000 shares authorized |  | 2,215,000 issued

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ALADDIN GAMING ENTERPRISES, INC.    INDEX

|              |                                                                                                 |                                                                                       | Page No.
|------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------
|Part I        | FINANCIAL INFORMATION                                                                           |                                                                                       |         
|              | Item 1.                                                                                         | Financial Statements                                                                  |         
|              | Balance Sheets
June 30, 2001 (unaudited) and December 31, 2000                                  |                                                                                       | 1       
|              | Statements of Operations
For the three months ended June 30, 2001 and June 30, 2000 (unaudited) |                                                                                       | 2       
|              | For the six months ended June 30, 2001 and June 30, 2000 (unaudited)                            |                                                                                       | 3       
|              | Statements of Cash Flows
For the six months ended June 30, 2001 and June 30, 2000 (unaudited)   |                                                                                       | 4       
|              | Notes to the Consolidated Financial Statements                                                  |                                                                                       | 5       
|              | Item 2.                                                                                         | Management's Discussion and Analysis of Financial Condition and Results of Operations |         
|              | Item 3.                                                                                         | Quantitative and Qualitative Disclosures About Market Risk                            |         
|Part II       | OTHER INFORMATION                                                                               |                                                                                       | 21      
|Signatures    |                                                                                                 | 22                                                                                   
|Exhibit Index |                                                                                                 | 23                                                                                   

i

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PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

ALADDIN GAMING ENTERPRISES, INC.  BALANCE SHEETS  JUNE 30, 2001 AND DECEMBER 31, 2000  (In Thousands)

|                                                                                                                                                                                                                     |  | June 30,
2001 |         | December 31,
2000 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | -
|
|ASSETS                                                                                                                                                                                                               |  |               |         |                   |  
|Cash and cash equivalents                                                                                                                                                                                            |  | $             | 1       |                   | $
|Investment in unconsolidated affiliate                                                                                                                                                                               |  |               |        |                   |  
|                                                                                                                                                                                                                     |  |               |         |                   |  
|                                                                                                                                                                                                                     |  | $             | 1       |                   | $
|                                                                                                                                                                                                                     |  |               |         |                   |  
|LIABILITIES AND STOCKHOLDER'S
EQUITY/(DEFICIT)                                                                                                                                                                       |  |               |         |                   |  
|Payable to related party                                                                                                                                                                                             |  | $             | 6       |                   | $
|Common Stock:                                                                                                                                                                                                        |  |               |         |                   |  
|Class A, no par value, 2,000,000 shares authorized, 1,107,500 shares issued and outstanding as of June 30, 2001 and December 31, 2000                                                                                |  |               |         |                   |  
|Class B, no par value and non-voting 8,000,000 shares authorized, 2,215,000 shares issued and outstanding, and 2,215,000 shares reserved pursuant to the warrant agreement as of June 30, 2001 and December 31,
2000 |  |               | 13,247  |                   |  
|Additional paid-in capital                                                                                                                                                                                           |  |               | 14,420  |                   |  
|Accumulated deficit                                                                                                                                                                                                  |  |               | (27,672 | )                 |  
|                                                                                                                                                                                                                     |  |               |         |                   |  
|                                                                                                                                                                                                                     |  | $             | 1       |                   | $
|                                                                                                                                                                                                                     |  |               |         |                   |  

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

1

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ALADDIN GAMING ENTERPRISES, INC.  STATEMENTS OF OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000  (In Thousands except share data and per share data)

|                                     |  | For the three
months ended
June 30, 2001 |           | For the three
months ended
June 30, 2000 |  
|------------------------------------ |  | ---------------------------------------- | --------- | ---------------------------------------- | -
|
|Other expense                        |  | $                                        |          |                                          | $
|Equity in loss of unconsolidated     |  |                                          |          |                                          |  
|Income tax expense (benefit)         |  |                                          |          |                                          |  
|                                     |  |                                          |           |                                          |  
|Net loss                             |  | $                                        |          |                                          | $
|                                     |  |                                          |           |                                          |  
|Basic and diluted loss per share     |  | $                                        |          |                                          | $
|Shares used in per share calculation |  |                                          | 3,322,500 |                                          |  

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

2

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ALADDIN GAMING ENTERPRISES, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000
(In Thousands except share data and per share data)

|                                     |  | For the six
months ended
June 30, 2001 |           | For the six
months ended
June 30, 2000 |  
|------------------------------------ |  | -------------------------------------- | --------- | -------------------------------------- | -
|
|Other expense                        |  | $                                      |          |                                        | $
|Equity in loss of unconsolidated     |  |                                        |          |                                        |  
|Income tax expense (benefit)         |  |                                        |          |                                        |  
|                                     |  |                                        |           |                                        |  
|Net loss                             |  | $                                      |          |                                        | $
|                                     |  |                                        |           |                                        |  
|Basic and diluted loss per share     |  | $                                      |          |                                        | $
|Shares used in per share calculation |  |                                        | 3,322,500 |                                        |  

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

3

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ALADDIN GAMING ENTERPRISES, INC.  STATEMENTS OF CASH FLOWS  FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND JUNE 30, 2000  (In Thousands)

|                                                 |  | For the Six
months ended
June 30, 2001 |   | For the Six
months ended
June 30, 2000
|------------------------------------------------ |  | -------------------------------------- | - | --------------------------------------
|
|Cash flows from operating activities:            |  |                                        |   |                                       
|Net loss                                         |  | $                                      |  |                                       
|Loss of unconsolidated affiliate                 |  |                                        |  |                                       
|Increase in related party payable                |  |                                        |  |                                       
|                                                 |  |                                        |   |                                       
|Net cash used in operating activities            |  |                                        |  |                                       
|Cash flows used for investing activities:        |  |                                        |  |                                       
|Investment in unconsolidated affiliate           |  |                                        |  |                                       
|Cash flows from financing activities:            |  |                                        |  |                                       
|Proceeds from the issuance of stock              |  |                                        |  |                                       
|Proceeds from the issuance of warrants           |  |                                        |  |                                       
|                                                 |  |                                        |   |                                       
|Net cash provided by financing activities        |  |                                        |  |                                       
|Net increase in cash and cash equivalents        |  |                                        |  |                                       
|Cash and cash equivalents at beginning of period |  |                                        | 1 |                                       
|                                                 |  |                                        |   |                                       
|Cash and cash equivalents at end of period       |  | $                                      | 1 |                                       
|                                                 |  |                                        |   |                                       

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

4

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ALADDIN GAMING ENTERPRISES, INC.    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  June 30, 2001

1.  Organization and Business

Aladdin Gaming Enterprises, Inc., a Nevada corporation ("Gaming Enterprises"), has no other business activity other than its investment in Aladdin
Gaming Holdings, LLC ("Gaming Holdings") and Gaming Enterprises' sole material asset is 25% of the common membership interests of Gaming Holdings ("Holdings Common Membership Interests"). Gaming
Holdings is a holding company, the material assets of which are 100% of the outstanding common membership interests and 100% of the outstanding Series A preferred interests of Aladdin Gaming,
LLC ("Gaming"). Aladdin Capital Corp. ("Capital") is a wholly-owned subsidiary of Gaming Holdings and was incorporated solely for the purpose of serving as a co-issuer of the Gaming
Holdings 131/2% Senior Discount Notes ("Notes"). Capital does not have any material operations or assets and has no revenues.

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

As
of June 30, 2001, Holdings Common Membership Interests were held 39.953125% by London Clubs Nevada Inc ("LCNI"), a subsidiary of London Clubs International plc ("London
Clubs"); 31.859375% by Sommer Enterprises, LLC, a Nevada limited liability company ("Sommer Enterprises"), which is a subsidiary of AHL; 25.0% by Gaming Enterprises, which is a subsidiary of Sommer
Enterprises; 3.0% by GAI, LLC, a Nevada limited liability company, which is owned by Richard J. Goeglein, the President and Chief Executive Officer of Gaming Holdings; and 0.1875% by Jose Rueda, a
former executive of Gaming Holdings.

Except
where the context otherwise requires, Gaming Holdings and its subsidiaries are collectively referred to herein as the "Company."

Much
of the following information relates to Gaming Holdings and its subsidiaries and is included due to the relative significance of Gaming Holdings to Gaming Enterprises.

Until
August 18, 2000, the operations of the Company had been primarily limited to the design, development and construction of the new Aladdin Resort and Casino ("Aladdin").
The Aladdin, which commenced operations on August 18, 2000, is the centerpiece of an approximately 35-acre world-class resort, casino and entertainment complex ("Complex") located
at the center of Las Vegas Boulevard. The Aladdin includes a luxury themed hotel of approximately 2,600 rooms, an approximately 116,000 square foot casino and six restaurants.

The
Complex is comprised of: (i) the Aladdin; (ii) a themed entertainment shopping mall with approximately 496,000 square feet of retail space ("Desert Passage");
(iii) the newly renovated 7,000 seat Theater of the Performing Arts ("Theater"); and (iv) an approximately 4,800 space car parking facility ("Carpark" and, together with the Desert
Passage, hereinafter, "Mall Project"). The Mall Project is separately owned in part by an affiliate of the Sommer Trust.

Enterprises'
interest in Gaming Holdings has been accounted for under the equity method. However, Enterprises has discontinued applying the equity method as the investment in Gaming
Holdings has been reduced to zero. Enterprises will resume applying the equity method after cumulative net income exceeds the unrecognized losses.

5

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This information should be read in conjunction with the financial statements set forth in Enterprises' Annual Report on Form 10-K for the year ended
December 31, 2000.

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

2.  Income Taxes

Enterprises accounts for income taxes using the liability method as set forth in the Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes.Under the liability method, deferred taxes are provided based on the temporary differences between the financial reporting
basis and the tax basis of Enterprises' assets and liabilities.

There
was no income tax expense or benefit recorded for the period from January 1, 2001, through June 30, 2001, as the realization of any deferred tax asset is
uncertain.

3.  Impact of Recently Issued Accounting Standards

Enterprises does not hold any derivative instruments as of June 30, 2001. In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires that entities record all derivatives
as assets or liabilities measured at fair value, with the change in fair value recognized in earnings or in other comprehensive income, depending on the use of the derivative and whether it qualifies
for hedge accounting. SFAS 133 amends or supercedes several current accounting statements. In July, 1999, the FASB issued SFAS No. 137 which delayed the effective date of SFAS
No. 133 from fiscal year 2000 to fiscal year 2001. In June 2000, the FASB issued SFAS 138 which amended certain sections of SFAS 133. During the quarter ended
June 30, 2001, Gaming changed its method of accounting for interest rate collars to comply with SFAS 133. Gaming's interest rate collars do not qualify for accounting hedges according to
SFAS 133, and accordingly, changes to the fair market value of the interest rate collars are recognized in earnings. On January 1, 2001, Gaming recorded a liability of
$10.7 million for the fair market value of its interest rate collars at that date with a corresponding cumulative effect adjustment in the condensed consolidated statements of operations. As of
June 30, 2001, the fair value of Gaming's interest rate collars was a liability of $16.0 million, and Gaming recorded the net change in fair market to net interest rate collars income
(expense) and corresponding liability in the condensed consolidated financial statements.

6

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4.  Liquidity

The following tables show estimated principal and interest payments on a cash basis for the next twelve months pursuant to the existing Bank Credit Facility
and assuming execution of the Eighth Amendment to the Bank Credit Facility (the "Eighth Amendment"):

Existing Credit Facility

Due Date

Form

Amount7/31/01

Interest

$
8.8 million9/28/01

Principal

$
5.8 million9/28/01

Interest

$
0.1 million10/31/01

Interest

$
8.8 million12/31/01

Principal

$
5.8 million12/31/01

Interest

$
0.1 million1/31/02

Interest

$
8.5 million3/29/02

Principal

$
5.8 million3/29/02

Interest

$
0.1 million5/1/02

Interest

$
8.3 million6/28/02

Principal

$
5.8 million6/28/02

Interest

$
0.1 millionTOTAL



$
58.0 million


Eighth Amendment

Due Date

Form

Amount7/31/01

Cash Interest

$
8.8 million9/3/01

Cash Interest

$
3.1 million10/1/01

Cash Interest

$
3.0 million11/1/01

Cash Interest

$
3.1 million12/3/01

Cash Interest

$
3.0 million1/1/02

Cash Interest

$
3.2 million2/1/02

Cash Interest

$
3.2 million3/1/02

Cash Interest

$
3.2 million4/1/02

Cash Interest

$
3.2 million5/1/02

Cash Interest

$
3.1 million6/3/02

Cash Interest

$
3.2 millionTotal Cash Interest

$
40.1 million


Under the Eighth Amendment, a deferred principal payment (approximately $24.1 million) and the normal principal payment of approximately $7.0
million totaling approximately $31.1 million less any excess cash payments applied to principal pursuant to the Eighth Amendment will be due and payable September 30, 2002. There can be
no assurances that excess cash flow will be generated for payment of the deferred principal.

The
payout schedule does not include estimated payments under the Company's interest rate collars (see Note 7). Payments on the interest rate collars, using the current
three-month LIBOR equivalents, are estimated at $2.8 million per quarter and will become due and payable to the Bank of Nova Scotia at the end of each quarter.

7

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The estimated principal and interest payments pursuant to the FF&E Facility for the next twelve months are as follows:

Due Date

Form

Amount9/3/01

Principal

$
.65 million9/3/01

Lease Payment

$
3.19 million9/3/01

Interest

$
.41 million12/3/01

Principal

$
.70 million12/3/01

Lease Payment

$
3.19 million12/3/01

Interest

$
.39 million3/1/02

Principal

$
.70 million3/1/02

Lease Payment

$
3.18 million3/1/02

Interest

$
.37 million6/3/02

Principal

$
.70 million6/3/02

Lease Payment

$
3.22 million6/3/02

Interest

$
.35 millionTOTAL



$
17.05 million


As
of August 7, 2001, the Company had unrestricted funds available of approximately $9.0 million. The Company anticipates that it will need additional cash equity
contributions from the Sponsors to fund its liquidity needs through September 15, 2001. If the Eighth Amendment (as defined below) does not become effective, the Company estimates that cash on
hand and projected internally generated funds will not be sufficient to fund the Company's working capital requirements including the principal and interest payments on the Company's debt for the next
twelve months. The Company and the Sponsors are seeking alternatives to improve the Company's current liquidity, which may include the sale of an adjacent 5-acre parcel of undeveloped
land, reaching an agreement with the Company's creditors reducing the Company's liquidity needs and/or cash equity infusions. In the event the Company's liquidity does not improve or that the Sponsors
do not perform under the Keep-Well Agreement or that the Company is unable to reach agreements with its creditors reducing the Company's liquidity needs, there would be serious doubt as to
whether or not the Company will be able to continue as a going concern. The Company's auditors have included an explanatory paragraph in their opinion for the year ended December 31, 2000,
which expresses substantial doubt about the Company's ability to continue as a going concern.

On
June 15, 2001 (effective as of May 29, 2001), Gaming and the lenders under the Bank Credit Facility amended the Bank Credit Facility to provide that, for the purpose
of computing EBITDA to determine compliance with the fixed charge coverage ratio in the Bank Credit Facility for the fiscal quarter ending on March 31, 2001 (compliance with the leverage ratio
(total debt to EBITDA), interest coverage ratio and minimum EBITDA covenants for that quarter previously having been waived by the lenders), Gaming would be deemed to have received cash contributions
to capital in the amount of the entire First Quarter 2001 Keep-Well Payment (as defined below) if Gaming actually receives cash contributions to capital under the Keep-Well
Agreement (as defined below) in an amount sufficient to permit it to make interest payments and principal repayments under the Bank Credit Agreement and the FF&E Financing required to be made on or
before August 1, 2001, when due, and to pay certain other operating expenses of Gaming required to be paid on or before that date, to the extent that cash generated from operations of Gaming or
otherwise available to it is not sufficient to make such payments.

8

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On August 2, 2001, Gaming received from London Clubs, cash in the amount of approximately $7.1 million. That amount was utilized to make the interest payment under the
Bank Credit Facility that was due on July 31, 2001.

On
July 30, 2001 (effective as of June 30, 2001), Gaming and certain lenders under the Bank Credit Facility executed the Eighth Amendment, which provides that
(a) Gaming's compliance with the leverage ratio, interest coverage ratio and minimum EBITDA covenants in the Bank Credit Facility are waived for all fiscal quarters ending on or prior
June 30, 2002, (b) for the purpose of computing EBITDA to determine compliance with the fixed charge coverage ratio for each such quarter, Gaming
will be deemed to have received cash contributions to capital in an amount sufficient to permit it to comply with such ratio if Gaming actually receives cash contributions to capital under the
Keep-Well Agreement in amounts, and at times, sufficient to make interest payments and principal repayments under the Bank Credit Agreement and the FF&E Financing required to be made, when
due, and to pay certain other operating expenses of Gaming, to the extent that cash generated from operations of Gaming or otherwise available to it is not sufficient to make such payments,
(c) all required principal amortization payments under the Bank Credit Facility otherwise due on September 30, 2001, December 31, 2001, March 31, 2002 and June 30,
2002, are deferred until September 30, 2002 (all of such deferred principal amortization payments becoming due and payable on September 30, 2002), and (d) the interest rate
applicable to loans outstanding under the Bank Credit Facility is increased to LIBOR plus 11.00% per annum (LIBOR plus 11.50% per annum, in the case of the Term D Loans) for the period from the
effective date of the amendment to June 30, 2002. On August 8, 2001, one-month LIBOR was approximately 3.79% per annum, resulting in an interest rate of 14.79% per annum with
respect to loans under the Bank Credit Facility (or 15.29% per annum with respect to the Term D Loans). The amendment provides that the increased interest rates may be reduced by a maximum of 3.50%
(350 basis points) per annum upon the occurrence of certain events, so that, if all of such events occur, the interest rate applicable to the loans for the period from the effective date to
June 30, 2002 would be LIBOR plus 7.50% per annum (or LIBOR plus 8.00% per annum, in the case of the Term D Loans). There is no assurance that any or all of the events that would result in such
a reduction in interest rates will occur. The amendment further provides that accrued interest in excess of the amount that would accrue at a rate equal to LIBOR plus 4.00% per annum (or LIBOR plus
4.50% per annum, in the case of Term D Loans) is not required to be paid currently in cash, and, to the extent that it is not so paid in cash, such accrued interest will be added to the principal
amount of the loans. The Company estimates that accrued interest will total approximately $26.3 million during the next twelve months.

An
important condition precedent to the effectiveness of the Eighth Amendment has not been satisfied as of August 14, 2001; the consent of the lessors under the FF&E Financing
has not been obtained. Gaming would be in default under the fixed charge coverage ratio, leverage ratio, interest coverage ratio and minimum EBITDA covenants in the Bank Credit Facility for the
quarter ended June 30, 2001 if the Sponsors do not make the Second Quarter Keep-Well Payment on or prior to August 28, 2001, unless the Eighth Amendment becomes effective on or prior to
that date. The Bank Credit Facility provides that, while a default under the Bank Credit Facility exists, the lenders thereunder can accelerate the maturity of all of the loans and otherwise exercise
default remedies. If the lenders accelerate the maturity of the loans or commence the exercise of default remedies (which may include initiation of foreclosure of a mortgage lien encumbering the
Aladdin), Gaming likely would seek protection from its creditors under Chapter 11 of the United States Bankruptcy Code. There can be no assurance that the conditions precedent to the effectiveness of
the Eighth Amendment will be satisfied or that the Sponsors will make the Second Quarter Keep-Well Payment. The Company intends to file a current report on Form 8-K when the
conditions precedent to the effectiveness of the Eighth Amendment are satisfied.

9

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Gaming has received notice from a holder of Term A Loans outstanding under the Bank Credit Facility, that the lender believes that the holders of such loans are entitled to a class
vote under the Bank Credit Facility with respect to deferral of principal amortization otherwise due with respect to
such loans. Lenders holding a portion of the loans outstanding under the Bank Credit Facility sufficient to make the Eighth Amendment effective if no such class vote is required, have executed the
Eighth Amendment. Those lenders, however, did not include lenders holding the requisite portion of the Term A Loans necessary to approve deferral of principal amortization payments otherwise due with
respect to the Term A Loans, if a class vote is required under the Bank Credit Facility. The Bank of Nova Scotia, as administrative agent under the Bank Credit Facility, has advised the lender that
gave such notice to the Company, that no class vote of the holders of the Term A Loans is required to make effective the deferral of the principal amortization payment requirements set forth in the
Eighth Amendment to Credit Agreement. There can be no assurance, however, that, if one or more holders of Term A Loans initiates legal action on the basis of an alleged principal amortization payment
default, that a court will determine that the deferral in the Eighth Amendment of Credit Agreement of principal amortization payments otherwise due, is effective without a class vote of the holders of
Term A Loans.

London
Clubs International plc ("London Clubs"), the Sommer Trust, Aladdin Bazaar Holdings, LLC ("Bazaar Holdings"), which is indirectly owned 99% by the Sommer Trust, Jack Sommer,
the Company's Chairman of the Board, and his spouse Laura Sommer are guarantors under a completion guaranty ("Bank Completion Guaranty") for the benefit of the lenders under the Bank Credit Facility,
under which they have agreed to guarantee, among other things, the completion of the Aladdin. The Bank Completion Guaranty is not subject to any maximum dollar limitations. For payments made pursuant
to the Bank Completion Guaranty, Gaming Holdings issues (i) Series A Preferred Shares in exchange for the contribution of such payments and (ii) Series D Preferred Shares
representing a profits-only interest in Gaming Holdings. The holders of the Notes are not entitled to the benefit of the Bank Completion Guaranty, however, London Clubs, the Sommer Trust
and Bazaar Holdings have entered into a limited completion guaranty for the benefit of the Noteholders ("Noteholder Completion Guaranty") under which they guarantee completion of the Aladdin, subject
to certain important exceptions, limitations and qualifications. The Noteholder Completion Guaranty contains certain intercreditor provisions which significantly limit the rights of the Trustee under
the Noteholder Completion Guaranty. There can be no assurance that the parties to either the Bank Completion Guaranty or the Noteholder Completion Guaranty will be able to make such payments to the
Company if required pursuant to these agreements.

AHL,
Bazaar Holdings and London Clubs entered into the Keep-Well Agreement ("Keep-Well Agreement") in favor of the lenders under the Bank Credit Facility. The
Sommer Trust joined and became a party to the Keep-Well Agreement in July, 2000 (collectively, AHL, Bazaar Holdings, London Clubs and the Sommer Trust, "Sponsors"). The
Keep-Well Agreement is the joint and several agreement of the Sponsors to make certain quarterly cash equity contributions to Gaming if Gaming fails to comply with the minimum fixed charge
coverage ratio set forth in the Bank Credit Facility, but in no event shall the aggregate cash equity contributions required to be made in any fiscal year of Gaming exceed $30.0 million. Based
on Gaming's financial results for the quarter ended March 31, 2001, approximately $13.3 million was due from the Sponsors under the Keep-Well Agreement ("First Quarter 2001
Keep-Well Payment"). During May, 2001, the Sponsors partially funded the First Quarter 2001 Keep-Well Payment as follows: $1.9 million from the Sommer Trust; and
$1.5 million from London Clubs and the Sponsors collectively had previously pre-funded $1.2 million on March 30, 2001. The $8.7 million remaining balance of the
First Quarter 2001 Keep-Well Payment was due on or before May 29, 2001. On June 15, 2001 (effective as of May 29, 2001), the Keep-Well Agreement was
amended (the "Second Amendment to Keep-Well Agreement") to reduce the remaining amount of the First Quarter 2001 Keep-Well Payment to that amount which is necessary to permit
Gaming to make interest and principal payments under the Bank Credit Facility and the FF&E Financing required to be

10

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made on or before August 1, 2001, when due, and to pay certain other operating expenses of Gaming required to be paid on or before that date, to the extent that cash generated from operations
of Gaming or otherwise available to it is not sufficient to make such payments. On August 2, London Clubs made a payment in the amount of approximately $7.1 million, which was utilized
to make payment of interest that was due on July 31, 2001 under the Bank Credit Facility. Gaming is treating the $7.1 million received from London Clubs as a payment under the
Keep-Well Agreement in satisfaction of the Sponsors' obligations thereunder for the fiscal quarter ended March 31, 2001.

An
amendment to the Keep-Well Agreement (the "Third Amendment to Keep-Well Agreement") was executed by the Sponsors and requisite lenders under the Bank Credit
Facility, which is to be effective as of June 30, 2001, which would reduce the Sponsors' payment obligations under the Keep-Well Agreement in respect of the fiscal quarters ending
June 30, 2001, September 30, 2001, December 31, 2001 and March 31, 2002, to the amount necessary to permit Gaming to make interest and principal payments under the Bank
Credit Agreement and the FF&E Financing required to be made, when due, and to pay certain other operating expenses of Gaming, to the extent that cash generated from operations of Gaming or otherwise
available to it is not sufficient to make such payments. It is a condition precedent to the effectiveness of the Third Amendment to Keep-Well Agreement that the Eighth Amendment to Credit Agreement
also becomes effective.

Based
on Gaming's financial results for the quarter ended June 30, 2001, if the Third Amendment to Keep-Well Agreement does not become effective, it is estimated
that approximately $8.0 million will be due from the Sponsors under the Keep-Well Agreement ("Second Quarter 2001 Keep-Well Payment"). If the Third Amendment to
Keep-Well Agreement does not become effective, the Second Quarter 2001 Keep-Well Payment will be due and payable on August 28, 2001.

There
can be no assurances that the Sponsors will, or will be able to, make further cash equity contributions to Gaming if required pursuant to the Keep-Well Agreement.
The Sommer Trust has advised Gaming that it does not now have sufficient liquidity to permit it to satisfy any material portion of the obligations of the Sponsors under the Keep-Well
Agreement. Further, London Clubs has advised Gaming that its ability to satisfy the obligations of the Sponsors anticipated to become due under the Keep-Well Agreement is dependent upon
continued financing of its capital contributions to Gaming by its own banks. London Clubs has further advised Gaming that the willingness of its banks to finance additional capital contributions to
Gaming is conditioned upon the effectiveness of the Eighth Amendment.

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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 various other reports which have been by Aladdin Gaming
Enterprises, Inc. and Aladdin Gaming Holdings, LLC filed with the United States Securities and Exchange Commission ("SEC"), which may be inspected, without charge, at the Public Reference
Section of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549 or the SEC internet site address: http://www.sec.gov.

General

Aladdin Gaming Enterprises, Inc., a Nevada corporation ("Enterprises"), was formed on December 3, 1997. Enterprises owns a 25% interest in
Aladdin Gaming Holdings, LLC (and including its subsidiaries, "Gaming Holdings"). Enterprises is wholly owned by Sommer Enterprises, LLC, a Nevada limited liability company ("Sommer Enterprises").
Aladdin Holdings, LLC, a Delaware limited liability company ("Holdings") holds a majority interest in Sommer Enterprises. The members of Holdings are the Trust Under Article Sixth u/w/o Sigmund Sommer
("Sommer Trust") which holds a 95% interest in Holdings, and GW Vegas, LLC, a Nevada limited liability company ("GW"), a wholly-owned subsidiary of Trust Company of the West ("TCW"), which holds a 5%
interest in Holdings.

Enterprises
has no business or activities other than its investment in Gaming Holdings, which is a holding company, the material assets of which are 100% of the outstanding common
membership interests and 100% of the outstanding Series A preferred membership interests of Aladdin Gaming, LLC ("Gaming"). Aladdin Capital Corp. ("Capital") is a wholly-owned subsidiary of
Gaming Holdings and was incorporated solely for the purpose of serving as a co-issuer of Gaming Holdings 131/2% Senior Discount Notes ("Notes"). Capital does not have any
material operations or assets and does not have any revenues. Gaming Holdings, through its subsidiaries, also owns 100% of Aladdin Music, LLC ("Aladdin Music").

The
operations of the Company have been primarily limited to the design, development, construction and, as of August 18, 2000, the operation of a new Aladdin Resort &
Casino ("Aladdin"). The Aladdin is the centerpiece of an approximately 35-acre world-class resort, casino and entertainment complex ("Complex"). The Aladdin includes a hotel which has
2,567 rooms ("Hotel"), an approximately 116,000 square foot Casino ("Casino"), five restaurants and one leased restaurant. The Casino's main gaming area contains approximately 2,110 slot machines, 66
table games, and a race and sports book facility. Included on a separate level of the Casino is an approximately 15,000 square foot luxurious gaming section ("The London Club at Aladdin") that
contains approximately 30 high denomination table
games and approximately 85 high denomination slot machines. The Hotel will contain an approximately 32,000 square foot spa, which is currently being constructed, and will be operated, by a subsidiary
of Steiner Leisure Limited, and is expected to be completed on or about December 1, 2001. The Complex is comprised of: (i) the Aladdin; (ii) a themed entertainment shopping mall
with approximately 496,000 square feet of retail space ("Desert Passage"); (iii) the renovated 7,000 seat Theater for the Performing Arts; and (iv) an approximately 4,800 space car
parking facility ("Carpark" and, together with the Desert Passage, hereinafter, "Mall Project"). The Mall Project is separately owned in part by an affiliate of the Sommer Trust.

Results of Operations

Until August 18, 2000, the Company was in the development stage and did not have any historical operating income as there were no operating revenues.
Prior to August 18, 2000, the Company's operating expenses primarily consisted of interest, amortization costs, expenses related to the Notes and pre-opening costs. Due to the short
operating period, there will not be a comparative discussion of

12

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prior periods included in this Form 10-Q. Historical results may not be indicative of future operating results.

For
the quarter ended June 30, 2001, the Aladdin produced gross revenues of $84.4 million. Casino revenue (which includes both the main Casino and The London Club at
Aladdin) represented 47% of gross revenue, hotel 30% of gross revenue, food and beverage 21% of gross revenue, and entertainment and other revenue 2% of gross revenue. The net loss for the quarter was
$20.4 million including the recording of net income of $1.7 million for the interest rate collar related to the adoption of SFAS No. 133.

For
the six months ended June 30, 2001, the Aladdin produced gross revenues of $166.9 million. Casino revenue (which includes both the main Casino and The London Club at
Aladdin) represented 43% of gross revenue, hotel 32% of gross revenue, food and beverage 22% of gross revenue, and entertainment and other revenue 3% of gross revenue. The net loss for the six months
ended June 30, 2001 was $67.5 million including the recording of an accumulated effect of change in accounting principle expense of $10.7 million and a net interest rate collar
expense of $6.8 million related to the adoption of SFAS No. 133.

Revenues

Casino revenues for the quarter (inclusive of The London Club at Aladdin) of $39.3 million were derived $16.6 million from slot operations,
$22.5 million from table games and $.2 million from other sources of gaming revenue.

For
the six months ended June 30, 2001, casino revenues (inclusive of The London Club at Aladdin) were $72.5 million; $32.4 million from slot operations,
$39.4 million from table games and $.7 million from other gaming.

The
overall table games gross win percentage was 20.9% and 17.6% for the quarter and six months ended June 30, 2001, respectively, while the average daily win per table game
was $2,964 and $2,547. The Company expects the normal gross win percentage to be approximately 17.5% for table games. For the three and six months ended June 30, 2001, the overall average slot
gross daily win per unit was $93 and $90 respectively.

Casino
marketing efforts have been focused on enhancing the customer database, implementing an aggressive direct mail program, increasing the number of special entertainment events in
the Theater for Performing Arts and expanding the number of Casino events and promotions. Currently, the company operates approximately 2,195 slot machines and 96 table games. Slot gross daily win per
unit improved during the quarter from $87 for the quarter ended March 31, 2001 to $93 for the quarter ended June 30, 2001.  Table Games gross win per unit per day
increased to $2,964 for the quarter ended June 30, 2001 compared to $2,130 for the quarter ended March 31, 2001. The Company estimates the new promotional programs and expanded database
will improve Casino revenues during the next several quarters. There can be no assurances that such improvement will be significant or that other negative factors offsetting such improvement will not
arise.

For
the quarter ended June 30, 2001, hotel occupancy was at 96% with an average daily rate of $120. Hotel occupancy for the six months ended June 30, 2001 was 93% with
an average daily rate of $126. Although the Company anticipates hotel occupancy to be approximately 96% during July and August 2001 the average daily rate is expected to decline to
approximately $93. The decline in average daily rate is attributed to seasonal fluctuations in the market place and an increase in consumer sensitivity regarding room rates.

The
Company's new media and advertising programs are being re-evaluated to target the ideal customer mix. On an annual basis, the Company targets the Hotel's occupancy
with 25% casino customers, 25% convention groups, 25% leisure travelers and 25% "free and independent" travelers.

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The company believes that this customer mix should maximize utilization of the Hotel consistent with the goal of maximization of profitability.

Management
believes that Casino and restaurant revenues have been negatively impacted since opening due to the lack of nightly showroom entertainment in the facility. On
July 2, 2001 the Company signed a lease agreement ("Showroom Lease") with Show Clubs of America, LLC ("SCA"). The Showroom Lease was deposited into escrow and will not become effective until
certain conditions are met. SCA intends to design and build a 1,200 seat showroom that will facilitate two production shows nightly and an after hours nightclub. The Showroom Agreement provides a
deadline for meeting the conditions by August 31, 2001. The Company has agreed to extend this date to September 30, 2001. There can be no assurance that the conditions required in order
for the Showroom Lease to become effective will be met.

Costs and Expenses

The Company continued its cost containment and profit enhancement programs during the quarter ended June 30, 2001. The programs primarily focused on
labor efficiency and procurement activities. The Company reduced its full time equivalent number of employees from approximately 4,500 upon opening of the Aladdin to approximately 3,000 as of
August 6, 2001. There can be no assurances that savings realized will be significant or that other negative factors will not arise off setting such improvement.

Other Factors Affecting Earnings

On January 1, 2001, the Company adopted the SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." The Company recorded a
liability of $16.0 million representing the fair market value of its interest rate collars at June 30, 2001. Corresponding to the adoption of SFAS No. 133, the Company recorded
the $10.7 million accumulated effect of change in accounting principle and $6.8 million in net interest rate collar expense on the condensed consolidated statement of operations for the
six months ended June 30, 2001.

Liquidity and Capital Resources

During the six months ended June 30, 2001, the Company used net cash of approximately $8.6 million for operating activities and raised
$15.4 million from the Sponsors' contributions pursuant to the Keep-Well Agreement requirement related to the quarter ended December 31, 2000. The combined funds were
utilized primarily to fund principal payments of $11.2 million. The unrestricted cash balance during the period decreased approximately $6.3 million to $13.9 million as of
June 30, 2001 (see the
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2001, contained in this Form 10-Q).

As
of June 30, 2001, the Company estimated that remaining project construction payables were $2.4 million. The Company anticipates final payments on construction
payables to occur prior to 2001 year end.

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The following tables show estimated principal and interest payments on a cash basis for the next twelve months pursuant to the existing Bank Credit Facility and assuming execution of
the Eighth Amendment to the Bank Credit Facility:

Existing Credit Facility

Due Date

Form

Amount7/31/01

Interest

$
8.8 million9/28/01

Principal

$
5.8 million9/28/01

Interest

$
0.1 million0/31/01

Interest

$
8.8 million2/31/01

Principal

$
5.8 million2/31/01

Interest

$
0.1 million1/31/02

Interest

$
8.5 million3/29/02

Principal

$
5.8 million3/29/02

Interest

$
0.1 million5/1/02

Interest

$
8.3 million6/28/02

Principal

$
5.8 million6/28/02

Interest

$
0.1 millionTOTAL



$
58.0 million


Eighth Amendment

Due Date

Form

Amount7/31/01

Cash Interest

$
8.8 million9/3/01

Cash Interest

$
3.1 million10/1/01

Cash Interest

$
3.0 million11/1/01

Cash Interest

$
3.1 million12/3/01

Cash Interest

$
3.0 million1/1/02

Cash Interest

$
3.2 million2/1/02

Cash Interest

$
3.2 million3/1/02

Cash Interest

$
3.2 million4/1/02

Cash Interest

$
3.2 million5/1/02

Cash Interest

$
3.1 million6/3/02

Cash Interest

$
3.2 millionTotal Cash Interest



$
40.1 million


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Under the Eighth Amendment, a deferred principal payment of (approximately $24.1 million) and the normal principal payment of approximately $7.0 million totaling
approximately $31.1 less any excess cash payments applied to principal pursuant to the Eighth Amendment will be due and payable September 30, 2002. There can be no assurances that excess cash
flow will be generated for payment of the deferred principal.

The
payout schedule does not include estimated payments under the Company's interest rate collars (see Note 7). Payments on the interest rate collars, using the current
three-month LIBOR equivalents, are estimated at $2.8 million per quarter and will become due and payable to the Bank of Nova Scotia at the end of each quarter.

The
estimated principal and interest payments pursuant to the FF&E Facility for the next twelve months are as follows:

Due Date

Form

Amount9/3/01

Principal

$
.65 million9/3/01

Lease Payment

$
3.19 million9/3/01

Interest

$
.41 million12/3/01

Principal

$
.70 million12/3/01

Lease Payment

$
3.19 million12/3/01

Interest

$
.39 million3/1/02

Principal

$
.70 million3/1/02

Lease Payment

$
3.18 million3/1/02

Interest

$
.37 million6/3/02

Principal

$
.70 million6/3/02

Lease Payment

$
3.22 million6/3/02

Interest

$
.35 millionTOTAL



$
17.05 million


As
of August 7, 2001, the Company had unrestricted funds available of approximately $9.0 million. The Company anticipates that it will need additional cash equity
contributions from the Sponsors to fund its liquidity needs through September 15, 2001. If the Eighth Amendment (as defined below) does not become effective, the Company estimates that cash on
hand and projected internally generated funds will not be sufficient to fund the Company's working capital requirements including the principal and interest payments on the Company's debt for the next
twelve months. The Company and the Sponsors
are seeking alternatives to improve the Company's current liquidity, which may include the sale of an adjacent 5-acre parcel of undeveloped land, reaching an agreement with the Company's
creditors reducing the Company's liquidity needs and/or cash equity infusions.  In the event the Company's liquidity does not improve or that the Sponsors do not perform under the
Keep-Well Agreement or that the Company is unable to reach agreements with its creditors reducing the Company's liquidity needs, there would be serious doubt as to whether or not the
Company will be able to continue as a going concern. The Company's auditors have included an explanatory paragraph in their opinion for the year ended December 31, 2000, which expresses
substantial doubt about the Company's ability to continue as a going concern.

On
June 15, 2001 (effective as of May 29, 2001), Gaming and the lenders under the Bank Credit Facility amended the Bank Credit Facility to provide that, for the purpose
of computing EBITDA to determine compliance with the fixed charge coverage ratio in the Bank Credit Facility for the fiscal quarter ending on March 31, 2001 (compliance with the leverage ratio
(total debt to EBITDA), interest coverage ratio and minimum EBITDA covenants for that quarter previously having been waived by the lenders), Gaming would be deemed to have received cash contributions
to capital in the amount of the

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entire First Quarter 2001 Keep-Well Payment (as defined below) if Gaming actually receives cash contributions to capital under the Keep-Well Agreement (as defined below) in an
amount sufficient to permit it to make interest payments and principal repayments under the Bank Credit Agreement and the FF&E Financing required to be made on or before August 1, 2001, when
due, and to pay certain other operating expenses of Gaming required to be paid on or before that date, to the extent that cash generated from operations of Gaming or otherwise available to it is not
sufficient to make such payments.

On
August 2, Gaming received from London Clubs cash in the amount of approximately $7.1 million. That amount was utilized by Gaming to make the interest payment under
the Bank Credit Facility that was due on July 31, 2001.

On
July 30, 2001 (effective as of June 30, 2001), Gaming and certain lenders under the Bank Credit Facility executed the Eighth Amendment, which provides that
(a) Gaming's compliance with the leverage ratio, interest coverage ratio and minimum EBITDA covenants in the Bank Credit Facility are waived for all fiscal quarters ending on or prior
June 30, 2002, (b) for the purpose of computing EBITDA to determine compliance with the fixed charge coverage ratio for each such quarter, Gaming will be deemed to have received cash
contributions to capital in an amount sufficient to permit it to comply with such ratio if Gaming actually receives cash contributions to capital under the Keep-Well Agreement in amounts,
and at times, sufficient to make interest payments and principal repayments under the Bank Credit Agreement and the FF&E Financing required to be made, when due, and to pay certain other operating
expenses of Gaming, to the extent that cash generated from operations of Gaming or otherwise available to it is not sufficient to make such payments, (c) all required principal amortization
payments under the Bank Credit Facility otherwise due on September 30, 2001, December 31, 2001, March 31, 2002 and June 30, 2002, are deferred until September 30,
2002 (all of such deferred principal amortization payments becoming due and payable on September 30, 2002), and
(d) the interest rate applicable to loans outstanding under the Bank Credit Facility is increased to LIBOR plus 11.00% per annum (LIBOR plus 11.50% per annum, in the case of the Term D Loans)
for the period from the effective date of the amendment to June 30, 2002. On August 8, 2001, one-month LIBOR was approximately 3.79% per annum, resulting in an interest rate
of 14.79% per annum with respect to loans under the Bank Credit Facility (or 15.29% per annum with respect to the Term D Loans). The amendment provides that the increased interest rates may be reduced
by a maximum of 3.50% (350 basis points) per annum upon the occurrence of certain events, so that, if all of such events occur, the interest rate applicable to the loans for the period from the
effective date to June 30, 2002 would be LIBOR plus 7.50% per annum (or LIBOR plus 8.00% per annum, in the case of the Term D Loans). There is no assurance that any or all of the events that
would result in such a reduction in interest rates will occur. The amendment further provides that accrued interest in excess of the amount that would accrue at a rate equal to LIBOR plus 4.00% per
annum (or LIBOR plus 4.50% per annum, in the case of Term D Loans) is not required to be paid currently in cash, and, to the extent that it is not so paid in cash, such accrued interest will be added
to the principal amount of the loans.

An
important condition precedent to the effectiveness of the Eighth Amendment has not been satisfied as of August 14, 2001; the consent of the lessors under the FF&E Financing
has not been obtained. Gaming would be in default under the fixed charge coverage ratio, leverage ratio, interest coverage ratio and minimum EBITDA covenants in the Bank Credit Facility for the
quarter ended June 30, 2001 if the Sponsors do not make the Second quarter Keep-Well Payment on or prior to August 28, 2001, unless the Eighth Amendment becomes effective on or prior to
that date. The Bank Credit Facility provides that while a default under the Bank Credit Facility exists the lenders thereunder can accelerate the maturity of all of the loans and otherwise exercise
default remedies. If the lenders accelerate the maturity of the loans or commence the exercise of default remedies (which may include initiation of foreclosure of a mortgage lien encumbering the
Aladdin), Gaming likely

17

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would seek protection from its creditors under Chapter 11 of the United States Bankruptcy Code. There can be no assurance that the conditions precedent to the effectiveness of the Eighth Amendment
will be satisfied or that the Sponsors will make the Second Quarter Keep-Well Payment. The Company intends to file a current report on Form 8-K when the conditions precedent to the
effectiveness of the Eighth Amendment are satisfied.

Gaming
has received notice from a holder of Term A Loans outstanding under the Bank Credit Facility, that the lender believes that the holders of such loans are entitled to a class
vote under the Bank Credit Facility with respect to deferral of principal amortization otherwise due with respect to such loans. Lenders holding a portion of the loans outstanding under the Bank
Credit Facility sufficient to make the Eighth Amendment effective if no such class vote is required, have executed the Eighth Amendment. Those lenders, however, did not include lenders holding the
requisite portion of the Term A Loans necessary to approve deferral of principal amortization payments otherwise due with respect to the Term A Loans, if a class vote is required under the Bank Credit
Facility. The Bank of Nova Scotia, as administrative agent under the Bank Credit Facility, has advised the lender that gave such notice to the Company, that no class vote of the holders of the Term A
Loans is required to make effective the deferral of the principal amortization payment requirements set forth in the Eighth Amendment to Credit Agreement. There can be no assurance, however, that, if
one or more holders of Term A Loans initiates legal action on the basis of an alleged principal amortization payment default,
that a court will determine that the deferral in the Eighth Amendment of Credit Agreement of principal amortization payments otherwise due, is effective without a class vote of the holders of Term A
Loans.

London
Clubs International plc ("London Clubs"), the Sommer Trust, Aladdin Bazaar Holdings, LLC ("Bazaar Holdings"), which is indirectly owned 99% by the Sommer Trust, Jack Sommer,
the Company's Chairman of the Board, and his spouse Laura Sommer are guarantors under a completion guaranty ("Bank Completion Guaranty") for the benefit of the lenders under the Bank Credit Facility,
under which they have agreed to guarantee, among other things, the completion of the Aladdin. The Bank Completion Guaranty is not subject to any maximum dollar limitations. For payments made pursuant
to the Bank Completion Guaranty, Gaming Holdings issues (i) Series A Preferred Shares in exchange for the contribution of such payments and (ii) Series D Preferred Shares
representing a profits-only interest in Gaming Holdings. The holders of the Notes are not entitled to the benefit of the Bank Completion Guaranty, however, London Clubs, the Sommer Trust
and Bazaar Holdings have entered into a limited completion guaranty for the benefit of the Noteholders ("Noteholder Completion Guaranty") under which they guarantee completion of the Aladdin, subject
to certain important exceptions, limitations and qualifications. The Noteholder Completion Guaranty contains certain intercreditor provisions which significantly limit the rights of the Trustee under
the Noteholder Completion Guaranty. There can be no assurance that the parties to either the Bank Completion Guaranty or the Noteholder Completion Guaranty will be able to make such payments to the
Company if required pursuant to these agreements.

AHL,
Bazaar Holdings and London Clubs entered into the Keep-Well Agreement ("Keep-Well Agreement") in favor of the lenders under the Bank Credit Facility. The
Sommer Trust joined and became a party to the Keep-Well Agreement in July, 2000 (collectively, AHL, Bazaar Holdings, London Clubs and the Sommer Trust, "Sponsors"). The
Keep-Well Agreement is the joint and several agreement of the Sponsors to make certain quarterly cash equity contributions to Gaming if Gaming fails to comply with the minimum fixed charge
coverage ratio set forth in the Bank Credit Facility, but in no event shall the aggregate cash equity contributions required to be made in any fiscal year of Gaming exceed $30.0 million. Based
on Gaming's financial results for the quarter ended March 31, 2001, it was estimated that approximately $13.3 million was due from the Sponsors under the Keep-Well Agreement
("First Quarter 2001 Keep-Well Payment"). During May, 2001, the Sponsors partially funded the First Quarter 2001 Keep-Well Payment as follows: $1.9 million from the
Sommer

18

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Trust; and $1.5 million from London Clubs and the Sponsors collectively had previously pre-funded $1.2 million on March 30, 2001. The $8.7 million remaining
balance of the First Quarter 2001 Keep-Well Payment was due on or before May 29, 2001. On June 15, 2001 (effective as of May 29, 2001), the Keep-Well
Agreement was amended (the "Second Amendment to Keep-Well Agreement") to reduce the remaining amount of the First Quarter 2001 Keep-Well Payment to that amount which is
necessary to permit Gaming to make interest and principal payments under the Bank Credit Facility and the FF&E Financing required to be made on or before August 1, 2001, when due, and to pay
certain other operating expenses of Gaming required to be paid on or before that date, to the extent that cash generated from operations of Gaming or otherwise available to it is not sufficient to
make such payments. On August 2, 2001, London Clubs made a payment in the amount of approximately $7.1 million, which was utilized to make payment of interest that was due on
July 31, 2001 under the
Bank Credit Facility. Gaming is treating the $7.1 million received from London Clubs as a payment under the Keep-Well Agreement in satisfaction of the Sponsors' obligations
thereunder for the fiscal quarter ended March 31, 2001.

An
amendment to the Keep-Well Agreement (the "Third Amendment to Keep-Well Agreement") was executed by the Sponsors and requisite lenders under the Bank Credit
Facility, which is to be effective as of June 30, 2001, which would reduce the Sponsors' payment obligations under the Keep-Well Agreement in respect of the fiscal quarters ending
June 30, 2001, September 30, 2001, December 31, 2001 and March 31, 2002, to the amount necessary to permit Gaming to make interest and principal payments under the Bank
Credit Agreement and the FF&E Financing required to be made, when due, and to pay certain other operating expenses of Gaming, to the extent that cash generated from operations of Gaming or otherwise
available to it is not sufficient to make such payments. It is a condition precedent to the effectiveness of the Third Amendment to Keep-Well Agreement that the Eighth Amendment to Credit Agreement
also becomes effective.

Based
on Gaming's financial results for the quarter ended June 30, 2001, if the Third Amendment to Keep-Well Agreement does not become effective, it is estimated
that approximately $8.0 million will be due from the Sponsors under the Keep-Well Agreement ("Second Quarter 2001 Keep-Well Payment"). If the Third Amendment to
Keep-Well Agreement does not become effective, the Second Quarter 2001 Keep-Well Payment will be due and payable on August 28, 2001.

There
can be no assurances that the Sponsors will, or will be able to, make further cash equity contributions to Gaming if required pursuant to the Keep-Well Agreement.
The Sommer Trust has advised Gaming that it does not now have sufficient liquidity to permit it to satisfy any material portion of the obligations of the Sponsors under the Keep-Well
Agreement. Further, London Clubs has advised Gaming that its ability to satisfy the obligations of the Sponsors anticipated to become due under the Keep-Well Agreement is dependent upon
continued financing of its capital contributions to Gaming by its own banks. London Clubs has further advised Gaming that the willingness of its banks to finance additional capital contributions to
Gaming is conditioned upon the effectiveness of the Eighth Amendment.

Market Risk

Beginning July 20, 2000, Gaming has the following interest rate derivative financial instruments in effect: (i) an interest rate collar with an
amortizing notional amount of $245.7 million ($227.5 million at June 30, 2001), a maximum and minimum interest rate of 8.00% and 6.25%, respectively, and a maturity date of
June 30, 2005, (ii) an interest rate collar with an amortizing notional amount of $159.2 million ($157.6 million at June 30, 2001), a maximum rate of 8.00%, a
minimum rate of 6.25% and a maturity date of June 30, 2005; (iii) an interest rate collar with a notional amount of $50 million, a maximum rate of 8.00%, a minimum rate of 6.25%,
and a maturity of June 30, 2005. All rates noted above are the three-months LIBOR equivalents only and do not include the impact of the basis point additions to LIBOR that are used in
calculating interest expense on Gaming's term loans. The fair

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market value of Gaming's interest rate derivative financial instruments as provided by the counterparty, is a net payable of approximately $16.0 million at June 30, 2001, which is
included in the Company's condensed consolidated financial statements.

The
notional amounts do not represent amounts exchanged by the parties, and thus are not a measure of exposure of Gaming. The amounts exchanged are based on the notional amounts and
other terms of the swaps. The variable rates are subject to change over time as LIBOR fluctuates.

Neither
Gaming nor the counterparty, which is a prominent financial institution, is required to collateralize their respective obligations under these swaps. Gaming is exposed to loss
if the counterparty defaults. However, the Company considers the risk of non-performance to be minimal as the counterparty is a member of the Bank Credit Facility.

Gaming
has a credit facility with various financial institutions which consists of four separate term loans. Gaming pays interest on each term loan at LIBOR plus between 150 and 300
basis points. Gaming has entered into the collar instruments discussed above to assist in managing interest variability on its long-term debt. If the notional amounts on the collar differs
from the long-term debt balances, Gaming may be exposed to additional interest rate variability. On the aforementioned collar instruments, Gaming will pay the hedge counterparty to the
extent that the three-month LIBOR drops below 6.25% and will receive payments from the hedge counterparty to the extent the three-month LIBOR exceeds 8.0% on the then outstanding notional amount of
such instruments.

Certain Forward Looking Statements

Certain information included in this Form 10-Q and other materials filed or to be filed by the Company with the United States Securities and
Exchange Commission (as well as information included in oral statements or other written statements made, or to be made, by the Company) contain statements that are forward-looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, without limitation, those relating
to the Bank Credit Facility, FF&E Facility, the Keep-Well Agreement and other agreements, plans for future operations, current operations, other business development activities, capital
spending, financing sources and the effect of regulation (including gaming and tax regulations) and competition. Such forward-looking information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of, the Company. These
risks and uncertainties include, but are not limited to, those relating to the current development and operations, the Company's liquidity and the extent of the Company's alternatives thereto, the
sources and extent of the Sponsors' liquidity and the Sponsors' payments under the Keep-Well Agreement, dependence on existing management, leverage and debt service, domestic or
international economic conditions, changes in federal or state tax laws or the administration of such laws, changes in gaming
laws or regulations (including the legalization of gaming in certain jurisdictions) and retention of licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws
and regulations).

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There is incorporated by reference the information appearing under the caption "Market Risk" in Item 2 of this Form 10-Q.

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Item 6. Exhibits and Reports on Form 8-K



10.01

Seventh Amendment to Credit Agreement, dated as of June 15, 2001, effective as of May 29, 2001, between Aladdin Gaming, LLC and The Bank of Nova Scotia, as the Administrative Agent for Various Financial
Institutions.10.02

Eighth Amendment to Credit Agreement, dated as of July 30, 2001, between Aladdin Gaming, LLC and The Bank of Nova Scotia, as the Administrative Agent for Various Financial Institutions.10.03

Second Amendment to Keep-Well Agreement, dated as of June 15, 2001, effective as of May 29, 2001, between London Clubs International plc, The Trust under Article Sixth under the will of Sigmund Sommer, Aladdin Bazaar Holdings, LLC, and
Aladdin Holdings LLC and The Bank of Nova Scotia, as the Administrative Agents for Various Financial Institutions.10.04

Agreement of Amendment No. 6, dated as of June 15, 2001, effective as of May 29, 2001 among General Electric Capital Corporation, for itself and as agent for certain participants, GMAC Commercial Mortgage Corporation and Aladdin Gaming,
 LLC.10.05

Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and William Timmins, Chief Operating Officer.10.06

Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and Tom Lettero, Chief Financial Officer.10.07

Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and Patricia Becker, Esq., Senior Vice President, Corporate-Legal Affairs.




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SIGNATURES

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

|                |  | ALADDIN GAMING HOLDINGS, LLC
|--------------- |  | ----------------------------
|August 15, 2001 |  | By:                         
|August 15, 2001 |  | By:                         
|                |  |                             
|                |  | ALADDIN CAPITAL CORP.       
|August 15, 2001 |  | By:                         
|August 15, 2001 |  | By:                         

22

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EXHIBIT INDEX

|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.01       |  | Seventh Amendment to Credit Agreement, dated as of June 15, 2001, effective as of May 29, 2001, between Aladdin Gaming, LLC and The Bank of Nova Scotia, as the Administrative Agent for Various Financial
Institutions.                                                                                                                                      
|10.02       |  | Eighth Amendment to Credit Agreement, dated as of July 30, 2001, between Aladdin Gaming, LLC and The Bank of Nova Scotia, as the Administrative Agent for Various Financial Institutions.                                                                                                                                                                     
|10.03       |  | Second Amendment to Keep-Well Agreement, dated as of June 15, 2001, effective as of May 29, 2001, between London Clubs International plc, The Trust under Article Sixth under the will of Sigmund Sommer, Aladdin Bazaar Holdings, LLC, and
Aladdin Holdings LLC and The Bank of Nova Scotia, as the Administrative Agents for Various Financial Institutions.
|10.04       |  | Agreement of Amendment No. 6, dated as of June 15, 2001, effective as of May 29, 2001 among General Electric Capital Corporation, for itself and as agent for certain participants, GMAC Commercial Mortgage Corporation and Aladdin Gaming,
 LLC.                                                                                                            
|10.05       |  | Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and William Timmins, Chief Operating Officer.                                                                                                                                                                                                                                       
|10.06       |  | Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and Tom Lettero, Chief Financial Officer.                                                                                                                                                                                                                                           
|10.07       |  | Retention Agreement dated as of June 11, 2001 between Aladdin Gaming, LLC and Patricia Becker, Esq., Senior Vice President, Corporate-Legal Affairs.                                                                                                                                                                                                          

23

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