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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



(Mark One)

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



For the fiscal year ended December 31, 2004



OR



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



For the transition period fromto



Commission File Number: 333-87202



CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

(Exact
name of registrants as specified in their charters)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0310787                          
|Nevada                                                         |  | 71-0868362                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|407 North Virginia Street, Reno, Nevada                        |  | 89501                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code:

800-687-7733



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

None



Indicate by check mark whether the registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.  Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  x



Indicate by check mark whether the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2).  Yes ̈No   x



None of the equity of either of the registrants was held by non-affiliates as of the last business day of the registrants most recently completed
second fiscal quarter.



The number of shares of Silver Legacy
Capital Corp.s common stock outstanding at March 30, 2005 was 2,500. All of these shares are owned by Circus and Eldorado Joint Venture.



DOCUMENTS INCORPORATED BY REFERENCE



None.



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PART I



Item 1.    Business.



Overview



Circus and Eldorado Joint Venture, a Nevada general partnership which is a joint venture between Eldorado Limited Liability Company and Galleon, Inc.,
owns and operates the Silver Legacy Resort Casino, a nineteenth century silver mining themed hotel-casino and entertainment complex in Reno, Nevada. Eldorado Limited Liability Company is a 96% owned subsidiary of Eldorado Resorts LLC, which owns the
Eldorado Hotel & Casino, one of the two hotel casinos connected to Silver Legacy, and Galleon, Inc., the managing partner of Circus and Eldorado Joint Venture, is a wholly owned subsidiary of Mandalay Resort Group (Mandalay), which
owns Circus Circus Hotel and Casino, the other hotel casino which is connected to Silver Legacy.



As we reported in a filing on Form 8-K dated June 18, 2004, Mandalay, MGM MIRAGE (MGM) and MGM MIRAGE Acquisition Co. #61, a wholly owned
subsidiary of MGM, announced on June 16, 2004 that they had entered into a merger agreement pursuant to which MGM will acquire Mandalay for $71.00 in cash for each share of common stock of Mandalay. The transaction is structured as a merger of MGM
MIRAGE Acquisition Co. #61 with and into Mandalay and is subject to regulatory and other customary conditions. According to Mandalays public filings, it has received from MGM MIRAGE a notice of MGM MIRAGEs election to extend the outside
date for the closing of the merger from March 31, 2005 to June 30, 2005 in accordance with the provisions of the merger agreement. Copies of the merger agreement, the notice of extension and the press releases announcing the merger transaction and
the election to extend are incorporated by reference as exhibits to this report, and the information in this paragraph is qualified in its entirety by reference to those exhibits.



The terms we, our and us, as used in this annual report, refer to Circus and Eldorado
Joint Venture and Silver Legacy Capital Corp. as a combined entity, except where it is clear that the terms mean only Circus and Eldorado Joint Venture or Silver Legacy Capital Corp. When we use the term Partnership it refers only to
Circus and Eldorado Joint Venture, and when we use the term Capital it refers only to Silver Legacy Capital Corp. The term Silver Legacy refers to the Silver Legacy Resort Casino. References to the Circus Circus Hotel and
Casino refer to the hotel-casino by that name located in Reno, Nevada. When we use the term Reno market we are referring to the Reno and Sparks areas as delineated by the Nevada Gaming Control Board.



Silver Legacy



We own and operate the Silver Legacy Resort Casino, a premier nineteenth century silver mining themed hotel-casino and
entertainment complex in Reno, Nevada. Silver Legacy is among the largest hotel-casinos in the Reno market. Silver Legacy offers a dynamic gaming environment and a wide variety of amenities delivered with special attention to personal service to
appeal to our multiple customer segments, including preferred casino players.



Silver Legacy opened in July 1995, with a capital investment of over $360 million, and is strategically located on two city blocks in downtown Reno directly off Interstate 80, the principal highway connecting Reno
with San Francisco, Sacramento and other cities in northern California. The casino and entertainment areas at Silver Legacy are seamlessly connected to the Eldorado Hotel & Casino and the Circus Circus Hotel and Casino by approximately 200-foot
wide skyway corridors, which together comprise the heart of Renos gaming area and room base.



Silver Legacy has approximately 87,300 square feet of gaming space situated on two levels. At December 31, 2004, Silver Legacy featured 1,804 slot
machines and 73 table games, including blackjack, craps, roulette, Pai Gow Poker, Let It Ride®, Baccarat and Pai Gow, in addition to keno and a race and sportsbook. Club Legacy, Silver Legacys players club, offers customers exciting special events and tournaments and convenient ways of earning
complimentaries.



Silver Legacys hotel, the tallest
building in northern Nevada, is a Y-shaped structure with three wings, consisting of 37-, 34- and 31-floor tiers. An enclosed, climate controlled skywalk over North Sierra Street links the hotel to the main casino, restaurants and
additional public areas on the mezzanine level. The hotel currently offers 1,710 guest rooms, including 141 player spa suites, eight penthouse suites, and seven hospitality suites.



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Silver Legacys dining options are offered in six venues:



| |  |  | Sterlings Seafood Steakhouse, which has a seating capacity of approximately 170, offering the finest in steaks and seafood along with an extensive wine list, tableside
desserts and an extravagant Sunday Brunch;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Victorian Buffet, which has a seating capacity of approximately 500;
| | - |  | ------------------------------------------------------------------------



| |  |  | Fairchilds Oyster Bar, which has a seating capacity of approximately 55, offering a comfortable drink and specialized seafood dining;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sweetwater Cafe, which has a seating capacity of approximately 330, offering an extensive menu that includes American classics and Chinese cuisine 24-hours a day;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fresh Express Food Court, which has a seating capacity of approximately 110, offering a range of options including a deli and grill, authentic Asian cuisine and American classics;
and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sips Coffee House, situated in the hotel lobby, offering gourmet coffee and teas.
| | - |  | ---------------------------------------------------------------------------------



Silver Legacy is downtown Renos leading convention destination, currently offering approximately 50,000 square feet of
in-house exhibit and convention space. Our convention and meeting space includes an approximately 20,000 square-foot divisible ballroom and approximately 30,000 square feet of space for additional breakout rooms, all located within the casino
complex. We believe the additional hotel capacity and meeting space available at the adjoining Eldorado and Circus properties enhance our ability to attract conventions larger than those that can be serviced by the Silver Legacy alone. See
Adjoining Properties below.



In addition to our
in-house exhibit and convention space, we have since 1999 utilized an additional 40,000 square feet of space in the City Center Pavilion, which is located across North Virginia Street from Silver Legacy on a special events plaza which is owned by
our affiliates. The City Center Pavilion is currently operated by us under a three-year use permit which expired in February 2005. A three-year extension has been requested and is awaiting approval. We expect to obtain approval, which will extend
the permit until February 2008, and, in that event, we will continue to schedule convention bookings, concerts and events in this facility. If the extension is not granted, the structure must be removed by May 5, 2005. We believe the cost to remove
the structure will be approximately $100,000. We do not anticipate that the loss of this facility would have a material impact on our operations, based on our ability to utilize the newly constructed Reno Events Center located across the street from
the City Center Pavilion. We have used the Reno Events Center on two occasions since it opened in December 2004 for events which benefited from the new facilitys larger seating capacity.



Silver Legacys amenities also include retail shops, exercise and spa
facilities, a beauty salon, a video arcade, and an outdoor swimming pool and sundeck. Silver Legacys 10-story parking facility is capable of accommodating approximately 1,800 vehicles.



We carefully target our marketing programs to five segments of the gaming
market:



| |  |  | free and independent travelers,
| | - |  | -------------------------------



| |  |  | preferred casino customers,
| | - |  | ---------------------------



| |  |  | convention groups,
| | - |  | ------------------



| |  |  | local patrons, and
| | - |  | ------------------



| |  |  | wholesale/specialty and Internet groups.
| | - |  | ----------------------------------------



We attract our target customers through newspaper, radio, television, Internet and direct mail campaigns locally and in northern California, the Pacific northwest and
other regional travel markets. Silver Legacy utilizes a broad special events calendar, along with our guest development program, including selective casino credit, to attract and retain our target customers. In addition, we utilize our hotel rooms,
restaurants and other amenities to offer complimentaries to a broad spectrum of established casino guests. Club Legacy, Silver Legacys players club,



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offers customers exciting special events and tournaments and convenient ways of earning complimentaries. The convention groups and wholesale/specialty market
segments contribute to our hotel occupancy during slower mid-week periods. For the twelve months ended December 31, 2004 our average occupancy rate was 82.1 % compared to 77.8 % for the Reno market.



The primary source of our revenues is the casino, although the hotel,
restaurants, bars, shops and other services are an important adjunct to the casino. The following table sets forth the respective contributions to our net revenues on a dollar and percentage basis of our major activities at the Silver Legacy for
each of the three most recent fiscal years.



|                          |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  
|------------------------- |  | ---------------------- | ------- |  | ----- | - |  | ---- | ------- |  | ----- | - |  | - | ------- |  | ----- | -
|                          |  | 2004                   |         |  | 2003  |   |  | 2002 |        
|                          |  | (dollars in thousands) |        
|Revenues:                 |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  
|Casino(1)                 |  | $                      | 85,543  |  | 55.6  | % |  | $    | 88,649  |  | 58.3  | % |  | $ | 93,981  |  | 59.0  | %
|Hotel(2)                  |  |                        | 38,553  |  | 25.1  | % |  |      | 35,722  |  | 23.5  | % |  |   | 35,747  |  | 22.4  | %
|Food and beverage(2)      |  |                        | 35,387  |  | 23.0  | % |  |      | 34,490  |  | 22.7  | % |  |   | 35,780  |  | 22.4  | %
|Other(2)                  |  |                        | 8,562   |  | 5.6   | % |  |      | 8,005   |  | 5.3   | % |  |   | 8,816   |  | 5.5   | %
|                          |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  
|                          |  |                        | 168,045 |  | 109.3 | % |  |      | 166,866 |  | 109.8 | % |  |   | 174,324 |  | 109.3 | %
|Less:                     |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  
|Promotional allowances(2) |  |                        | 14,290  |  | 9.3   | % |  |      | 14,911  |  | 9.8   | % |  |   | 14,892  |  | 9.3   | %
|                          |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  
|Net revenues              |  | $                      | 153,755 |  | 100.0 | % |  | $    | 151,955 |  | 100.0 | % |  | $ | 159,432 |  | 100.0 | %
|                          |  |                        |         |  |       |   |  |      |         |  |       |   |  |   |         |  |       |  

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|(1) |  | Casino revenues are the net difference between the sums received as winnings and the sums paid as losses, less cash incentives provided to customers.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Hotel, food and beverage and other include the retail value of services which are provided to casino customers and others on a complimentary basis. Such amounts are then deducted as
promotional allowances to arrive at net revenue.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Methods of
Competition



Silver Legacy competes for customers by
offering our guests a fully integrated gaming, lodging, dining and entertainment experience in a convenient downtown Reno location. We believe the quality of our amenities, Silver Legacys overall atmosphere and competitive pricing enable us to
attract multiple customer segments from the local area, northern California, the Pacific northwest and other regional travel markets.



Premier Must See Attraction.    We believe Silver Legacy is a must see attraction for Reno visitors and
residents as the only major newly-constructed hotel-casino in the Reno market since 1978. The propertys design is inspired by Nevadas rich mining heritage and the legend of Sam Fairchild, a fictitious silver baron who struck it
rich on the site of the casino. Silver Legacys interior showcases a casino built around Sam Fairchilds famed 120-foot tall mining rig, which appears to mine for silver. The rig is situated beneath a 180-foot diameter dome, which is
a distinctive landmark on the Reno skyline. The interior surface of the dome features dynamic sound and laser light shows, providing visitors with a unique experience when they enter the casino.



Center of Three-Property Destination
Resort.    Silver Legacy, together with the Eldorado and Circus properties, comprises the heart of the Reno markets prime gaming area and room base, providing the most extensive variety of gaming, lodging, dining and
entertainment amenities in the Reno area. As of December 31, 2004, the three-property complex offered 4,098 rooms, 20 restaurants, 4,768 slot machines, 197 table games and parking to accommodate over 6,000 vehicles, representing approximately 26.2%
of the Reno markets total room base, 23.5% of the Reno markets total slot machines, and 33.3% of the Reno markets total table games. We believe that the centralized location and critical mass of these three properties, together
with the seamless connections between the facilities, provide Silver Legacy with significant advantages over other freestanding hotel-casinos in the Reno market.



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Headliner Entertainment and Premium Dining.    Our customers are attracted to
Silver Legacys entertainment and award-winning cuisine. For the year ended December 31, 2004, approximately 65 nights of headliner entertainment were scheduled in our 1,600-seat Grande Exposition Hall or the 3,400-seat City Center Pavilion,
making Silver Legacy a leading headliner entertainment venue in the Reno market. Entertainers who appeared during 2004 include Al Green, Jewel, and Bill Cosby. Silver Legacy also features Catch a Rising Star, a 220-seat, nationally recognized comedy
club. Since its opening in December 2004, we have also utilized the new Reno Events Center as the venue for events that benefit from the new facilitys larger seating capacity.



The City Center Pavilion is currently operated by us under a three-year use permit which expired in February 2005. A
three-year extension has been requested and is awaiting approval. We expect to obtain approval, which will extend the permit until February 2008, and, in that event, we will continue to schedule convention bookings, concerts and events in this
facility. If the extension is not granted, the structure must be removed by May 5, 2005. We believe the cost to remove the structure will be approximately $100,000. We do not anticipate that the loss of this facility would have a material impact on
our operations, based on our ability to utilize the newly constructed Reno Events Center located across the street from the City Center Pavilion.



Quality Personal Service.    We are committed to providing our customers with a high level of personal service, which we
believe is an integral part of fostering customer loyalty and generating repeat business. We continually strive to instill in each employee a dedication to superior service designed to exceed our guests expectations.



Experienced Management Team.    Silver Legacy has
an experienced management team with an average of more than 20 years each of experience in the Reno gaming market. All of our senior management have been with Silver Legacy since it opened in July 1995. We have also benefited from the expertise of
our joint venture partners and the leadership they have provided through our executive committee, which has included senior executives from Eldorado Resorts LLC and Mandalay Resort Group. Upon consummation of the contemplated merger of a wholly
owned subsidiary of MGM with and into Mandalay, we anticipate changes in the membership of our executive committee which currently includes three members designated by Mandalays subsidiary, Galleon, Inc.



Adjoining Properties



Enclosed, climate controlled corridors connect Silver Legacy with the Circus Circus Hotel and Casino and the Eldorado Hotel
& Casino, each of which is owned and independently operated by an affiliate of one of the Partnerships partners.



Circus Circus Hotel and Casino.    The Circus Circus Hotel and Casino features 1,572 guestrooms and a 60,000 square-foot
casino, which, as of December 31, 2004, featured 1,434 slot machines and 61 table games. The property offers its guests a variety of circus acts performed daily, free of charge, under a Big Top above the casino. A mezzanine area has a
circus midway with carnival-style games and an arcade that offers a variety of amusement and electronic games. The property features two specialty restaurants, The Steakhouse at Circus and Kokopellis Sushi Bar, in addition to a 464-seat
buffet, pizzeria, coffee shop, deli/bakery, fast food snack bar, cocktail lounges, gift shop, specialty shops, parking facilities for approximately 3,200 vehicles, and approximately 22,400 square feet of convention space.



Eldorado Hotel & Casino.    This property is a
luxurious hotel-casino offering approximately 84,000 square feet of gaming space. Its three hotel towers have a total of 816 guestrooms, including 18 specialty suites, 93 Eldorado Players Spa Suites with bedside spas and 26 one or
two bedroom suites. As of December 31, 2004, this propertys casino featured 1,530 slot machines and 63 table games, as well as poker, keno and a race and sports book. The property is renowned for its eight restaurants, including Bistro Roxy,
La Strada and a 600-seat buffet. Additional amenities include a casino cabaret, bars and lounges, parking facilities for approximately 1,100 vehicles, and approximately 12,000 square feet of convention space.



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Reno Market



Reno is the second largest metropolitan area in Nevada, with a population of approximately 380,000 according to the most recently available U.S. Census
data, and is located at the base of the Sierra Nevada Mountains along Interstate 80, approximately 135 miles east of Sacramento, California and 225 miles east of San Francisco, California. Reno is a destination resort market that primarily attracts
drive-in visitors by offering gaming as well as numerous other summer and winter recreational activities. Management believes that approximately two-thirds of visitors to the Reno market arrive by some form of ground transportation.
Popular special events include the National Championship Air Races, the Reno-Tahoe Open PGA tour event and Hot August Nights, a vintage car event. In addition, the National Bowling Stadium, located one block from Silver Legacy, is one of the largest
bowling complexes in North America and has been selected to host multi-month tournaments in Reno two out of every three years through 2007, and one out of every three years from 2008 through 2018.



Two public works projects were underway in the downtown area of Reno during
2004. The first project involves lowering the train tracks that traverse Renos downtown district and separate the Silver Legacy and the two adjoining properties from the rest of the downtown gaming facilities. Construction on this project is
expected to be completed in 2006. The second project entailed the construction of a downtown special events center next to the National Bowling Stadium. Construction of this project began in January 2004 and was completed in December 2004. To date,
the impact of these projects on our operations has been minimal; however, we cannot determine their impact on our future operations.



According to the Nevada Commission on Tourism and the Reno-Sparks Convention & Visitors Authority, the greater Reno area attracted an estimated 5.0
million and 4.7 million visitors during the twelve months ended June 30, 2004 and 2003, respectively. The following table sets forth certain statistical information for the Reno market for the years 2000 through 2004 as reported by the Reno-Sparks
Convention & Visitors Authority, the Nevada Commission on Tourism and the Nevada State Gaming Control Board.



|                                |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |  |   |           |  
|------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                |  | 2000 |           |   | 2001 |   |           | 2002 |  |   | 2003      |   |  | 2004 |          
|Gaming Revenues (000s)(1)      |  | $    | 1,026,700 |   |      | $ | 961,664   |      |  | $ | 917,005   |   |  | $    | 895,991   |   |  | $ | 903,567   |  
|Gaming Positions(2)(3)          |  |      | 30,951    |   |      |   | 27,712    |      |  |   | 27,872    |   |  |      | 25,242    |   |  |   | 24,086    |  
|Hotel Rooms(2)                  |  |      | 16,515    |   |      |   | 15,459    |      |  |   | 16,049    |   |  |      | 16,193    |   |  |   | 15,654    |  
|Average Hotel Occupancy Rate(1) |  |      | 78.3      | % |      |   | 76.9      | %    |  |   | 75.2      | % |  |      | 74.3      | % |  |   | 77.8      | %
|Visitors(4)                     |  |      | 5,185,393 |   |      |   | 5,164,474 |      |  |   | 4,885,510 |   |  |      | 4,681,535 |   |  |   | 4,997,295 |  

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|(1) |  | For the twelve months ended December 31 for each period shown.
|--- |  | --------------------------------------------------------------

|(2) |  | As of December 31 for each period shown.
|--- |  | ----------------------------------------

|(3) |  | Calculated from information provided by the Nevada State Gaming Control Board.
|--- |  | ------------------------------------------------------------------------------

|(4) |  | For the twelve months ended June 30 for each period shown.
|--- |  | ----------------------------------------------------------



Marketing Strategy



We target the following customer segments of the Reno gaming market: free and independent travelers, preferred casino customers, convention groups, local
patrons, wholesale/specialty and Internet groups.



Free and
Independent Travelers.    This customer segment consists of persons who are not affiliated with travel groups and who make arrangements for their accommodations directly or through independent travel agents. For Reno, free
and independent travelers consist principally of persons who typically travel on weekends from northern California, Oregon, Washington and western Canada. Silver Legacy targets this segment through advertising efforts, including television and
newsprint exposure, emphasizing the exciting atmosphere and high level of relative value offered at Silver Legacy. Advertising efforts are directed principally to existing Reno gaming customers, as well as to experienced gaming customers of Las
Vegas and other markets. Additionally, utilizing the unique theming of Silver Legacy, the variety, quality, and attractive pricing of its food and beverage



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outlets, and its close proximity to other hotel casinos in downtown Reno (including its connection with the Circus Circus Hotel and Casino and Eldorado Hotel
& Casino), we target walk-in customers for Silver Legacy.



Preferred Casino Customers.    Management targets valued gaming customers through an aggressive development program. This program utilizes independent sales representatives to engage in
one-on-one sales activities and marketing personnel trained to identify and target these individuals while they patronize Silver Legacy. We also use television advertisements featuring the elegant image and exciting atmosphere at Silver Legacy to
target preferred gaming customers. In addition, through specialized entertainment programs and special events, including boxing matches, and by highlighting Silver Legacys 141 player spa suites, eight penthouse suites (which have been designed
specifically to cater to the needs of high end gaming customers), seven hospitality suites, and the propertys entertainment facilities, amenities and unique attractions, we seek to capture a significant portion of Renos valued gaming
business. Our marketing efforts for gaming customers include the provision of complimentary rooms, food and beverages, air transportation and the extension of credit to qualified persons. Club Legacy, Silver Legacys players club,
offers customers exciting special events and tournaments and convenient ways of earning complimentaries.



Convention Groups.    Conventioneers and attendees of Reno area events are targeted by Silver Legacy, depending on
managements view of their relative propensity for gaming and the timing of the specific events or conventions relative to the historic seasonality of the gaming business in Reno. In so doing, we seek to increase Silver Legacys mid-week
occupancies and mitigate the effects of seasonality on our operations. For example, Silver Legacy targets competitors at the National Bowling Stadium in Reno and their guests. Other special events groups, generally consisting of between 1,000 and
1,500 persons, are also targeted by Silver Legacy by invitations to concerts, shows, theme parties, boxing matches and other events.



Local Patrons.    We seek to attract and retain local customers through frequent promotions that highlight our quality gaming
and dining experience, as well as being an active supporter of numerous Reno market events and organizations.



Wholesale/Specialty and Internet Groups.    The wholesale/specialty segment consists of customers who utilize
packages to reduce the cost of travel, lodging and entertainment. These packages are produced by wholesalers (such as major airlines) and travel agents, and emphasize mid-week stays. Packages including Silver Legacy are marketed by
wholesalers and travel agents principally to customers in Oregon, Washington and western Canada. This market segment allows us to utilize our rooms during slower mid-week periods. In addition, Internet customers, which are encompassed in this
segment, continues to be a growing group as more customers utilize this option for its convenience and in an effort to obtain the most competitive rate.



Competition



The gaming industry includes land-based casinos, dockside casinos, riverboat casinos, casinos located on Native American reservations and other forms of
legalized gaming. There is intense competition among companies in the gaming industry, many of which have significantly greater resources than we do. Certain states have legalized casino gaming and other states may legalize gaming in the future.
Legalized casino gaming in these states and on Native American reservations near our markets or changes to gaming laws in states surrounding Nevada could increase competition and could adversely affect our operations. We also compete, to a lesser
extent, with gaming facilities in other jurisdictions with dockside gaming facilities, state-sponsored lotteries, on-and-off track pari-mutuel wagering, Internet gaming, card clubs, riverboat casinos and other forms of legalized gambling.



Of the 34 casinos currently operating in the Reno market, we
compete principally with the eight other hotel-casinos that, like Silver Legacy, each generate at least $36 million in annual gaming revenues, including the Circus Circus Hotel and Casino and the Eldorado Hotel & Casino. Although no hotel-casino
projects are currently under construction in the Reno area, we cannot predict the extent to which new projects will be undertaken or the extent to which current hotel space may be expanded in the future. We expect that any



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additional rooms added in the Reno market will increase competition for visitor revenue. There can be no assurance that any growth in Renos current
room base or gaming capacity will not adversely affect our financial condition or results of operations.



We also compete with hotel-casinos located in the nearby Lake Tahoe region as well as those in other areas of Nevada, including Las Vegas. A substantial
number of customers travel to both Reno and the Lake Tahoe area during their visits. Consequently, we believe that Silver Legacys success is influenced to some degree by the success of the Lake Tahoe market. While we do not anticipate a
decline in the popularity of either Reno or Lake Tahoe as tourist destination areas in the foreseeable future, any such decline could adversely affect our operations.



Land-based, riverboat, or dockside casino gaming (other than that conducted on Native American-owned land) is currently
legal in 11 states and tribal gaming on Native American-owned land is legal in a number of states, including California, Washington, and Oregon. Management believes the Reno market draws over 50% of its visitors from California. In addition to
gaming on Native American-owned land, California allows other non-casino style gaming, including pari-mutuel wagering, a state-sponsored lottery, card clubs, bingo, and off-track betting.



On March 7, 2000, California voters approved Proposition 1A which amended the California constitution and legalized
Nevada-style gaming on Native American reservations. The passage of this amendment has allowed the expansion of existing Native American gaming operations, as well as the opening of new Native American gaming facilities in California.
Additionally, numerous tribes have announced that they intend to open gaming facilities. According to the California Gambling Control Commission, there are currently approximately 107 federally recognized Native American tribes in California of
which approximately 63 have entered into compacts with the State of California. Presently, we believe there are 53 Native American casinos in operation in California. Under their original compacts, most Native American tribes in California could
operate up to 2,000 slot machines, and up to two gaming facilities on any one reservation. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may enter into with the State of
California that receive requisite approvals, such as has been the case with respect to a number of new or amended compacts recently executed and approved. Under action taken by the National Indian Gaming Commission, gaming devices similar in
appearance to slot machines, but which are deemed to be technological enhancements to bingo style gaming, are not subject to such limits and may be used by tribes without state permission.



Many existing Native American gaming facilities in northern California are
modest compared to Reno market casinos. However, there are several more significant Native American casinos which currently compete with the Reno market, including (1) the Cache Creek Indian Bingo & Casino in Brooks, California, approximately 58
miles northwest of Sacramento, (2) the Jackson Rancheria Casino, Hotel and Conference Center in Jackson, California, approximately 59 miles southeast of Sacramento, and (3) Thunder Valley Casino in Auburn, California, approximately 21 miles
northeast of Sacramento. In addition to existing gaming facilities, numerous Native American tribes have announced that they are in the process of developing or are considering establishing large-scale hotel and gaming facilities in northern
California. Other tribes are at various stages of planning new or expanded facilities in northern California, including facilities within a one-hour drive of San Francisco or Sacramento.



The competitive impact on Nevada gaming establishments, in general, and our operations, in particular, from the continued
growth of gaming outside Nevada cannot be determined at this time. We believe that the expansion of casino gaming on Native American lands in California, and to a lesser extent in Washington and Oregon, could have a material adverse affect on our
operations depending on the nature, location, and scope of those operations.



8



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Seasonality



Silver Legacys hotel-casino operations are subject to seasonal variation, with the strongest operating results generally occurring in the third
quarter of each year and the weakest results generally occurring during the period from November through February. Variations occur when weather conditions make travel to Reno by visitors from northern California and the Pacific Northwest difficult.
The following table shows our percentage of gross revenues by quarter for each of 2002, 2003 and 2004.



|               |  |       |   |  |       |   |  |       |  
|-------------- |  | ----- | - |  | ----- | - |  | ----- | -
|               |  | 2002  |   |  | 2003  |   |  | 2004  |  
|First quarter  |  | 22.7  | % |  | 22.1  | % |  | 23.3  | %
|Second quarter |  | 25.9  | % |  | 26.6  | % |  | 27.1  | %
|Third quarter  |  | 28.9  | % |  | 28.5  | % |  | 27.6  | %
|Fourth quarter |  | 22.5  | % |  | 22.8  | % |  | 22.0  | %
|               |  |       |   |  |       |   |  |       |  
|Total          |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
|               |  |       |   |  |       |   |  |       |  



Employees



As of December 31, 2004, Silver Legacy employed approximately 2,105 persons,
most of whom were full-time. Currently, none of our employees are employed pursuant to a collective bargaining agreement. The number of people employed at any time is subject to seasonal fluctuation. We believe that our employee relations are
excellent.



Environmental Matters



As is the case with any owner or operator of real property, we are subject
to a variety of federal, state and local governmental regulations relating to the use, storage, discharge, emission, and disposal of hazardous materials. Federal, state and local environmental laws and regulations also impose liability on
potentially responsible parties, including the owners or operators of real property, to clean up, or contribute to the cost of cleaning up, sites at which hazardous wastes or materials were disposed of or released. We do not have environmental
liability insurance to cover these events.



During the
excavation for construction of Silver Legacy, petroleum contamination of soil and groundwater was discovered on the property. The apparent sources of this contamination were a former gasoline station and numerous abandoned heating oil tanks. Our
contractors removed and disposed of contaminated soils, and we were successful in obtaining reimbursement and indemnification from Chevron Company USA. In addition, we received reimbursement from the State of Nevada Petroleum Fund, which was
established to reimburse parties for costs incurred in cleaning up contamination from certain underground storage tanks. With the consent of the relevant county agency, the cleanup was completed leaving some contaminated soils in place (under
structures and roads, for example), so that some additional soil contamination is known to remain in place. The Nevada Division of Environmental Protection has not, however, required us to conduct any further investigation or remediation.



Groundwater in the vicinity of the Silver Legacy property is
also contaminated by a chlorinated solvent known as tetrachloroethene or PCE. This contaminant is widespread in the Reno/Sparks area. The Central Truckee Meadows Remediation District, encompassing much of the cities of Reno and Sparks,
was established pursuant to state legislation to address this contamination. The Central Truckee Meadows Remediation District is managed by Washoe County under the direction of the Nevada Division of Environmental Protection, and is currently
conducting investigations and developing a remediation plan. Funding for the Central Truckee Meadows Remediation District is provided through assessments to water customers which are calculated on the basis of water use. The annual assessment to
Silver Legacy is currently $318, plus an additional sum based on the amount of water used, which in our most recent annual assessment amounted to $25,551. It is possible that additional assessments may be made against properties that receive special
benefits from the Central Truckee Meadows Remediation District, such as clean-up of contamination affecting a specific parcel. The legislation



9



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implementing this program exempts property owners who did not cause or contribute to the contamination from civil and criminal liability for the cost of
remediation and any related damages, except to the extent of unpaid assessments. We do not believe that we have contributed to this solvent contamination, however, we expect that we will be required to allow the Central Truckee Meadows Remediation
District access to our property for continued investigation, including access to monitoring wells.



The possibility exists that additional contamination, as yet unknown, may exist at the Silver Legacy property. In all cases, however, we believe that any
such contamination would have arisen from activities of prior owners or occupants, or from offsite sources and not as a result of any of our actions or operations. We do not believe that our expenditures for environmental investigations or
remediation will have a material adverse effect on our financial condition or results of operations. Aside from the assessments discussed in the preceding paragraph, we did not incur any costs in connection with environmental matters during the
years ended December 31, 2004 and 2003.



Regulation And Licensing



Silver Legacy, the partners of Circus and Eldorado Joint
Venture, and their parent entities are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where their facilities are located or docked. Some jurisdictions, including Nevada, empower their
regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to and periodic reports respecting those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in
other jurisdictions.



Under provisions of gaming laws in
jurisdictions in which we, our partners or their parent entities have operations and under our organizational documents certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities.
The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.



The indenture governing our 101/8% mortgage notes due
2012 (the Notes) provides that each holder and beneficial owner of the Notes, by accepting or otherwise acquiring an interest in any of the Notes, will be deemed to have agreed that if the gaming authority of any jurisdiction in which we
or either of the Partnerships partners or their respective parents or other affiliated entities currently or in the future conduct or propose to conduct gaming requires that a person who is a holder or beneficial owner must be licensed,
qualified or found suitable under applicable gaming laws, the holder or beneficial owner will apply for a license, qualification or finding of suitability within the required time period. If the person fails to apply or become licensed or qualified
or is found unsuitable, we will have the right, at our option:



| |  |  | to require the person to dispose of his or her Notes or beneficial interest in the Notes within 30 days of receipt of notice of our election or any earlier date that the relevant
gaming authority may request or prescribe; or
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to redeem the Notes (possibly within less than 30 days following the notice of redemption if requested or prescribed by the gaming authority) at a redemption price equal to the
lesser of:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the persons cost;
| | - |  | ------------------



| |  |  | 100% of the principal amount, plus accrued and unpaid interest to the redemption date or the date of the finding of unsuitability, whichever is earlier; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any other amount required by applicable law or by order of any gaming authority.
| | - |  | --------------------------------------------------------------------------------



We will not be responsible for any costs or expenses any holder or beneficial owner may incur in connection with its application for a
license, qualification or finding of suitability.



10



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Nevada Gaming Laws



The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations
promulgated under this Act and various local regulations. Silver Legacys operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, the Nevada State Gaming Control Board and the City of Reno, which we refer
to collectively as the Nevada Gaming Authorities.



The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:



| |  |  | the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the establishment and maintenance of responsible accounting practices and procedures;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding
of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the prevention of cheating and fraudulent practices; and
| | - |  | --------------------------------------------------------



| |  |  | providing a source of state and local revenues through taxation and licensing fees.
| | - |  | -----------------------------------------------------------------------------------



Changes in these laws, regulations and procedures could have an adverse effect on our gaming operations.



Circus and Eldorado Joint Venture holds all licenses and approvals required
to conduct its present gaming operations. The gaming license requires the periodic payment of fees and taxes and is not transferable. The parent entities of Circus and Eldorado Joint Ventures partners, Eldorado Resorts LLC and Mandalay Resort
Group, are required to be registered by the Nevada Gaming Commission as, respectively, a privately owned holding company and as a publicly traded corporation, and are required periodically to submit detailed financial and operating reports to the
Nevada Gaming Commission and to furnish any other information that the Nevada Gaming Commission may require. No person may become a stockholder of, or receive any percentage of profits from, a licensed entity such as Circus and Eldorado Joint
Venture without first obtaining licenses and approvals from the Nevada Gaming Authorities. Circus and Eldorado Joint Venture and its parent entities have obtained from the Nevada Gaming Authorities the various registrations, findings of suitability,
approvals, permits and licenses required in order to engage in gaming activities in Nevada.



The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with us in order to determine whether the individual is suitable or should be licensed as a
business associate of a gaming licensee. We and our officers, directors and key employees must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada
Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough
investigation. An applicant for licensing or an applicant for a finding of suitability must pay for all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their
authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position.



If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to
continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications.
Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.



11



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We are required to submit detailed financial and operating reports to the Nevada Gaming Commission.
Substantially all material loans, leases, sales of securities and similar financing transactions must be reported to, or approved by, the Nevada Gaming Commission.



If the Nevada Gaming Commission determined that we violated the Nevada Gaming Control Act or any of its regulations, it
could limit, condition, suspend or revoke our gaming licenses. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Gaming Control Act or of the regulations of the Nevada Gaming
Commission at the discretion of the Nevada Gaming Commission. Further, a supervisor could be appointed by the Nevada Gaming Commission to operate Silver Legacy and, under specified circumstances, earnings generated during the supervisors
appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, or revocation of any
gaming license would, have a material adverse effect on our gaming operations.



Any beneficial holder of an interest in Circus and Eldorado Joint Venture or of any of the equity securities of any partner of Circus and Eldorado Joint Venture, or of any interest in the parent entities of Circus and
Eldorado Joint Ventures members, regardless of the amount of interest owned or the number of shares held, may be required to file an application, be investigated, and have that persons suitability as a beneficial holder of an equity
interest determined if the Nevada Gaming Commission has reason to believe that the ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of the investigation incurred by the
Nevada Gaming Authorities in conducting any investigation.



The
partners of Circus and Eldorado Joint Venture are required to obtain the prior approval of the Nevada Gaming Commission prior to their pledge of their interests in Circus and Eldorado Joint Venture as collateral for payment of any of our
indebtedness. Eldorado Limited Liability Company and Galleon, Inc., the partners of Circus and Eldorado Joint Venture, obtained the required approvals of the Nevada Gaming Commission to pledge their interests in Circus and Eldorado Joint Venture as
collateral for payment of the Notes. However, further approvals of the Nevada Gaming Commission must be obtained by any person, including the trustee under the Indenture relating to the Notes, before any execution on or transfer of the pledged
interests may occur.



Nevada law requires any licensed gaming
entity, such as Circus and Eldorado Joint Venture which has one or more classes of securities registered with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, to additionally register with
the Nevada Gaming Commission as a publicly traded corporation. Pursuant to the applicable provisions of Nevada gaming law, we received the requisite approvals of the Nevada Gaming Commission to be registered as a publicly traded
corporation and to make our public offering of the Notes.



If
the beneficial holder of an interest in Circus and Eldorado Joint Venture or in the equity securities of any of Circus and Eldorado Joint Ventures partners, or of any interest in one of the parent entities who must be found suitable is a
corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.



Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or by the Chairman of the Nevada State Gaming Control Board, or who refuses or fails to pay the investigative costs incurred by the gaming
authorities in connection with the investigation of its application, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and
who holds, directly or indirectly, any beneficial ownership of an interest in Circus and Eldorado Joint Venture or in the voting securities of any of Circus and Eldorado Joint Ventures partners or of the parent entities beyond the period of
time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We



12



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will be subject to disciplinary action if, after we receive notice that a person is unsuitable to hold an equity interest or to have any other relationship
with us, we:



| |  |  | pay that person any dividend or interest upon any partnership interest or other equity interest;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | allow that person to exercise, directly or indirectly, any voting right held by that person relating to Silver Legacy;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | pay remuneration in any form to that person for services rendered or otherwise; or
| | - |  | ----------------------------------------------------------------------------------



| |  |  | fail to pursue all lawful efforts to require the unsuitable person to relinquish his interest in Circus and Eldorado Joint Venture or in its voting securities including, if
necessary, the immediate purchase of the interest or voting securities for cash at fair market value.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Nevada Gaming Commission may, in its discretion, require the holder of any debt security of a licensee or registered corporation to file applications,
be investigated, and be found suitable to own the debt security of the licensee or registered corporation. If a holder of the Notes is required by the Nevada Gaming Commission to be found suitable, the burden of proving qualification to be found
suitable as a holder of the Notes is at all times on the applicant and requires a determination by the Nevada Gaming Commission that the applicant is a person of good character, honesty and integrity. When making this determination, the Nevada
Gaming Commission must be satisfied that the applicant is a person whose prior activities, criminal record (if any), reputation, habits and associations do not pose a threat to the interests of the State of Nevada, or to the effective regulation and
control of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices. If the Nevada Gaming Commission determines that a person is unsuitable to own the security, then under the Nevada Gaming Control Act, the licensee or
registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Gaming Commission, it:



| |  |  | pays to the unsuitable person any dividend, interest or any distribution whatsoever;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | recognizes any voting right by the unsuitable person in connection with the securities;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | pays the unsuitable person remuneration in any form; or
| | - |  | -------------------------------------------------------



| |  |  | makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



Our partners and their parent entities are required to maintain current stock
ledgers in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make the disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner of any of our voting securities. The
Nevada Gaming Commission has the power to require the stock certificates of any registered corporation to bear a legend indicating that the securities are subject to the Nevada Gaming Control Act.



We may not make a public offering of our securities without the prior
approval of the Nevada Gaming Commission if we intend to use the securities or the proceeds from the offering to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar
transactions.



We must obtain prior approval of the Nevada
Gaming Commission with respect to a change in control through:



| |  |  | merger;
| | - |  | -------



| |  |  | consolidation;
| | - |  | --------------



| |  |  | stock or asset acquisitions;
| | - |  | ----------------------------



| |  |  | management or consulting agreements; or
| | - |  | ---------------------------------------



| |  |  | any act or conduct by a person whereby the person obtains control of us.
| | - |  | ------------------------------------------------------------------------



13



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Entities seeking to acquire control of a registered corporation must satisfy the Nevada State Gaming
Control Board and Nevada Gaming Commission with respect to a variety of stringent standards before assuming control of the registered corporation. The Nevada Gaming Commission may also require controlling stockholders, officers, directors and other
persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.



The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licenses, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The
Nevada Gaming Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevadas gaming industry and to further Nevadas policy to:



| |  |  | assure the financial stability of corporate gaming operators and their affiliates;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | preserve the beneficial aspects of conducting business in the corporate form; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | promote a neutral environment for the orderly governance of corporate affairs.
| | - |  | ------------------------------------------------------------------------------



Approvals may be required from the Nevada Gaming Commission before we can make exceptional repurchases of voting securities above their current market
price and before a corporate acquisition opposed by management can be consummated. The Nevada Gaming Control Act also requires prior approval of a plan of recapitalization proposed by a registered corporations board of directors in response to
a tender offer made directly to its stockholders for the purpose of acquiring control.



License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the licensed subsidiaries
respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:



| |  |  | a percentage of the gross revenues received;
| | - |  | --------------------------------------------



| |  |  | the number of gaming devices operated; or
| | - |  | -----------------------------------------



| |  |  | the number of table games operated.
| | - |  | -----------------------------------



A live entertainment tax is also paid by casino operations where entertainment is furnished in connection with the selling or serving of food or
refreshments or the selling of merchandise.



Any person who is
licensed, required to be licensed, registered, required to be registered, or is under common control with those persons (collectively, licensees), and who proposes to become involved in a gaming venture outside of Nevada, is required to
deposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada State Gaming Control Board of the licensees participation in such foreign
gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Gaming Commission. Thereafter, licensees are required to comply with the reporting requirements imposed by the Nevada Gaming Control Act. A licensee is
also subject to disciplinary action by the Nevada Gaming Commission if it:



| |  |  | knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal
unsuitability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



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Internal Revenue Service Regulations



The Internal Revenue Service requires operators of casinos located in the United States to file information returns for U.S.
citizens, including names and addresses of winners, for keno, bingo and slot machine winnings in excess of stipulated amounts. The Internal Revenue Service also requires operators to withhold taxes on some keno, bingo and slot machine winnings of
nonresident aliens. We are unable to predict the extent to which these requirements, if extended, might impede or otherwise adversely affect operations of, and/or income from, the other games.



Regulations adopted by the Financial Crimes Enforcement Network of the
Treasury Department and the Nevada gaming regulatory authorities require the reporting of currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number. This
reporting obligation began in May 1985 and may have resulted in the loss of gaming revenues to jurisdictions outside the United States which are exempt from the ambit of these regulations.



Other Laws And Regulations



The sale of alcoholic beverages at Silver Legacy is subject to licensing,
control and regulation by applicable local regulatory agencies. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any license, and any disciplinary action could, and
revocation would, have a material adverse effect upon our operations.



The Silver Legacy Resort Casino is subject to extensive state and local regulations and, on a periodic basis, must obtain various licenses and permits, including those required to sell alcoholic beverages. We believe that we have obtained
all required licenses and permits and that our business is conducted in substantial compliance with applicable laws.



Factors that May Affect Our Future Results



(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)



Certain information included in this annual report and other materials filed or to be filed by us with the Securities and
Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements 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. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our
current expectations about future events. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future
performance and business, including:



| |  |  | current and future operations; and
| | - |  | ----------------------------------



| |  |  | statements that include the words may, could, should, would, believe, expect, anticipate,
estimate, intend, plan or similar expressions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



Such statements include information relating to capital spending, financing sources and the effects of regulation (including gaming and tax regulation)
and competition. From time to time forward-looking statements are also included in our periodic reports on Forms 10-Q and 8-K, press releases and other materials released to the public.



Any or all of the forward-looking statements in this annual report and in any other public statements we make may turn out
to be wrong. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this annual report, such as government regulation and the competitive environment, will be
important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.



15



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We undertake no obligation to publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. However, any further disclosures we make on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. The following discussion of risks, uncertainties and possible inaccurate
assumptions relevant to our business includes factors we believe could cause our actual results to differ materially from expected and historical results. Other factors beyond those listed below could also adversely affect us. This discussion is
provided as permitted by the Private Securities Litigation Reform Act of 1995.



| |  |  | As described under Competition, in this Item 1, we operate in a very competitive environment. The growth in the number of hotel rooms and/or casino capacity in Reno or
the spread of legalized gaming in other jurisdictions, including the growth of Native American gaming in northern California and the northwestern United States, could negatively affect future operating results.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As discussed under Nevada Gaming Laws in this Item 1, Silver Legacys gaming operations are highly regulated by governmental authorities in Nevada, and our future
operations may be significantly impacted by this regulation.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in applicable gaming, tax or other laws or regulations could have a significant effect on our operations.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Our operations are affected by changes in general economic and market conditions nationally as well as the general economic and market conditions in the Reno area where our
operations are conducted and in those areas where our customers live, including California.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Security concerns or terrorist activity, including any future security alerts and/or terrorist attacks similar to those that occurred on September 11, 2001, could adversely affect
our operations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The highway between Reno and northern California, where a large number of Silver Legacys customers reside, experience winter weather conditions from time to time that limit
the number of customers who visit Reno during such periods.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Because all of our operations are in Reno, we are subject to greater risk than a gaming company that is geographically diversified. Any economic, weather or other conditions that
adversely impact gaming operations in the Reno area will impact Silver Legacy where all of our operations are conducted.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Construction relating to a current public works project in the downtown Reno area to lower the train tracks could disrupt the downtown area during construction and impact our future
operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The gaming industry represents a significant source of tax revenues to the state, county and local jurisdictions in which gaming is conducted and, in 2003, Nevada increased the
state taxes we pay. From time to time, Nevada and federal legislators and officials have proposed a variety of changes in tax laws, or in the administration of the laws that could impact our operations, including proposals for a federal gaming tax.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We believe that our recorded tax balances are adequate. However, it is not possible to determine with certainty the likelihood of possible changes in the tax laws or their
administration. These changes, if adopted, could have a material negative effect on our operating results.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | From time to time, the interest rate on a portion of our debt may be subject to fluctuation based on changes in short-term interest rates. Interest expense could increase as a
result of this factor.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Claims have been brought against us from time to time in various legal proceedings, and additional legal and tax claims arise from time to time. While we believe that the ultimate
disposition of current matters will not have a material impact on our financial condition or results of operations, it is possible that our cash flows and results of operations could be affected from time to time by the resolution of one or more of
these contingencies.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | There is intense competition to attract and retain management and key employees in the gaming industry. Our business could be adversely affected in the event of our inability to
recruit or retain key personnel.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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Item 2.    Properties.



The Silver Legacy Resort Casino is located on two neighboring parcels of land, located at 407 North Virginia Street and 411
North Sierra Street in Reno, Nevada. We own both parcels, comprising 118,167 and 119,927 square feet, respectively. As of December 31, 2004 both parcels and the improvements located thereon were encumbered by liens securing the indebtedness incurred
under our senior credit facility and the indebtedness evidenced by our 101/8% mortgage notes. At December 31, 2004, the aggregate principal amount of the indebtedness secured by these liens
totaled $160.0 million. For information concerning the Silver Legacy Resort Casino, reference is made to the discussion under the caption Silver Legacy in Item 1 of this annual report, which is incorporated herein by this reference.



In addition, we have since 1999 utilized an additional
40,000 square feet of space in the City Center Pavilion, which is located across North Virginia Street from Silver Legacy on a special events plaza which is owned by our affiliates. The City Center Pavilion is currently operated by us under a
three-year use permit which expired in February 2005. A three-year extension has been requested and is awaiting approval. We expect to obtain approval which will extend the permit until February 2008. However, if the extension is not granted, the
structure must be removed by May 5, 2005. This structure is situated on an approximate 63,000 square-foot parcel of land which is owned jointly by the Partnerships two partners, Eldorado Resorts LLC and Galleon, Inc., but is not currently
subject to a lease.



Item 3.    Legal Proceedings.



We are from time to time involved in litigation arising
in the ordinary course of our business. We do not believe that any litigation to which the Partnership or Capital is a party or of which any of our property is the subject will, individually or in the aggregate, have a material adverse effect on our
financial position or the results of our operations.



Item
4.    Submission of Matters to a Vote of Security Holders.



Not applicable.



17



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PART II



Item 5.    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of
Equity Securities.



Capital is a wholly-owned subsidiary
of the Partnership, which is owned 50% by Galleon, Inc. and 50% by Eldorado Resorts LLC. Accordingly, there is no established public trading in the equity securities of Capital or the Partnership.



The Partnerships partnership agreement, as currently in effect,
provides that, subject to any contractual restrictions to which the Partnership is subject, including the indenture relating to the Notes, and prior to the occurrence of a Liquidating Event, the Partnership will be required to make
distributions to its partners as follows:



(i)  The estimated taxable income of the Partnership allocable to each partner multiplied by the greater of the maximum marginal federal income tax rate applicable to individuals for such period or the maximum marginal federal
income tax rate applicable to corporations for such period (as of the date hereof both rates were 35%); provided, however, that if the State of Nevada enacts an income tax (including any franchise tax based on income), the applicable tax rate for
any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for
the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).



(ii)  Annual distributions of remaining Net Cash From Operations in proportion to the percentage interests of the
partners.



(iii)  Distributions of
Net Cash From Operations in amounts or at times that differ from those described in (i) and (ii) above, provided in each case that both partners agree in writing to the distribution in advance thereof.



As defined in the partnership agreement, the term Net Cash From
Operations means the gross cash proceeds received by the Partnership, less the following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Partnership, including interest and scheduled principal
payments on Partnership indebtedness, including indebtedness owed to the partners, if any, (ii) all capital expenditures made by the Partnership, and (iii) such reasonable reserves as the partners deem necessary in good faith and in the best
interests of the Partnership to meet its anticipated future obligations and liabilities (less any release of reserves previously established, as similarly determined).



As a general partnership, the Partnership is not subject to Federal income tax liability. Consequently, the holders of the
partnership interests in the Partnership are required to include their respective shares of the Partnerships taxable income in their own income tax returns. The Partnership has, in the past, made distributions to its partners to cover such tax
liabilities in accordance with its partnership agreement. The tax distributions of the Partnership to its partners aggregated $5.4 million and $4.0 million in 2004 and 2003, respectively. The 2004 tax distributions included: (i) a distribution of
$1.8 million each to ELLC and Galleon representing fiscal year 2004 tax distributions, and (ii) a distribution of $0.9 million each to ELLC and Galleon representing taxes owed related to our fiscal 1995 and 1996 Internal Revenue Service audits. A
tax distribution for the fourth quarter of 2004 has not been paid to date and we do not anticipate a material additional distribution based on our expected final 2004 tax return. The 2003 tax distributions included: (i) a distribution of $1.7
million each to ELLC and Galleon representing fiscal 2003 tax distributions, and (ii) a distribution $0.3 million each to ELLC and Galleon representing fiscal 2002 tax distributions.



During the fiscal quarter ended December 31, 2004 neither the Partnership nor Capital issued any equity securities and,
during such period, neither the Partnership nor Capital, nor any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) purchased any of the equity securities of the Partnership or Capital.



18



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Reference is made to the information under the caption Equity Compensation Plans in Item 12
of this annual report, which information is incorporated herein by this reference.



Item 6.    Selected Financial Data.



|                                                                  |  |                                  |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|----------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | ------- |  | ---- | ------- |  | ---- | ------- | - |  | - | -------
|                                                                  |  | For the years ended December 31,
|                                                                  |  | 2004                             |         | 2003 |   | 2002    |  | 2001 |         |  | 2000
|                                                                  |  | (in thousands)                  
|Operating Results:                                                |  |                                  |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Net operating revenues                                            |  | $                                | 153,755 |      | $ | 151,955 |  | $    | 159,432 |  | $    | 164,677 |   |  | $ | 177,489
|Operating income                                                  |  |                                  | 27,595  |      |   | 25,504  |  |      | 30,308  |  |      | 34,082  |   |  |   | 37,243 
|Income before cumulative effect of change in accounting principle |  |                                  | 10,710  |      |   | 9,496   |  |      | 16,766  |  |      | 21,447  |   |  |   | 21,770 
|Cumulative effect of change in accounting principle               |  |                                  |        |      |   |        |  |      |        |  |      | (327    | ) |  |   |       
|Net income(1)                                                     |  |                                  | 10,710  |      |   | 9,496   |  |      | 16,766  |  |      | 21,120  |   |  |   | 21,770 
|                                                                  |  |                                  |         |      |  
|Balance Sheet Data:                                               |  |                                  |         |      |   |         |  |      |         |  |      |         |   |  |   |        
|Cash and cash equivalents                                         |  | $                                | 30,239  |      | $ | 19,405  |  | $    | 14,913  |  | $    | 12,256  |   |  | $ | 11,125 
|Total assets                                                      |  |                                  | 309,332 |      |   | 302,386 |  |      | 304,536 |  |      | 303,169 |   |  |   | 311,844
|Long-term debt                                                    |  |                                  | 159,554 |      |   | 159,492 |  |      | 168,430 |  |      | 145,000 |   |  |   | 163,500
|Partners equity                                                  |  |                                  | 127,788 |      |   | 122,512 |  |      | 117,066 |  |      | 145,407 |   |  |   | 133,417

---

|(1) |  | The Partnership is not subject to income taxes and the partners include their respective shares of partnership taxable income in their income tax returns. Therefore, a provision for
income taxes is not included in our selected financial information. The Partnerships partnership agreement requires the Partnership to make distributions to its partners in an amount equal to the maximum marginal federal income tax rate
applicable to any partner multiplied by the income of the Partnership for the applicable period. See Item 5 of this annual report for additional information concerning this provision of the Partnership agreement.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



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Item 7.    Managements Discussion and Analysis of Financial Condition and Results of
Operations.



Overview



Effective March 1, 1994, Eldorado Limited Liability Company
(ELLC), a Nevada limited liability company owned and controlled by Eldorado Resorts LLC, and Galleon, Inc. (Galleon), a Nevada corporation owned and controlled by Mandalay Resort Group, formerly known as Circus Circus
Enterprises, Inc., entered into a joint venture agreement to establish the Partnership for the purpose of constructing, owning and operating Silver Legacy. Capital, a wholly owned subsidiary of the Partnership, was incorporated for the sole purpose
of serving as a co-issuer of the $160 million principal amount of 101/8% mortgage notes due 2012 issued by the Partnership and Capital (the Notes), and does not have any operations, assets or revenues.



On July 28, 1995, Silver Legacy commenced operations as
a hotel-casino in downtown Reno, Nevada. Silver Legacy is a leader within the Reno market, offering the largest number of table games and slot machines and the second largest number of hotel rooms of any property in the Reno market. Silver
Legacys net operating revenues and income are derived largely from our gaming activities. In an effort to enhance our gaming revenues, we attempt to maximize the use of our gaming facilities at Silver Legacy by providing a well-balanced casino
environment that contains a mix of games attractive to multiple market segments. Rooms, food and beverage also contribute a large portion of our net revenues.



Our operating results are highly dependent on the volume of customers visiting and staying at our resort. Key volume indicators include table games
drop and slot handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. In addition, hotel occupancy and
price per room designated by average daily rate (ADR) are key indicators for our hotel business.



Significant Factors Affecting Results of Operations



A significant portion of Silver Legacys revenues and operating income are generated from patrons who are residents of northern California, and as such, our results of operations have been adversely impacted by
the growth in Native American gaming in northern California over the past three years. Many existing Native American gaming facilities in northern California are modest compared to Silver Legacy. However, some native American tribes have established
large-scale gaming facilities in California and numerous Native American tribes have announced that they are in the process of expanding, developing, or are considering establishing large-scale hotel and gaming facilities in northern California. In
particular, a significant new Native American casino located approximately 21 miles northeast of Sacramento opened in June 2003. While this new casino does not currently have hotel rooms, it presently has more gaming units than Silver Legacy with
approximately 2,700 slot machines and 100 table games. During the six months following its opening date in June 2003, we experienced a moderate decrease in our weekend casino volume resulting in a negative impact on our operating results during that
period. This trend continued in 2004, with the exception of the first quarter which posted increased casino revenues over the same prior year period. The decline in casino volume during 2004 was partially attributed to competition generated by this
new facility which we believe has negatively impacted drive-in, day-trip visitor traffic from our main feeder markets in northern California.



Under their current compacts, most Native American tribes in California may operate up to 2,000 slot machines, and up to two gaming facilities may be
operated on any one reservation. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may enter into with the State of California that receive the requisite approvals, such as
has been the case with respect to a number of new or amended compacts recently executed and approved. On September 2, 2004, the aforementioned Sacramento-area casino received approval of amendments to its compact allowing for approximately 800
additional machines which were placed in operation during the fourth quarter of 2004 and increased the number of slot machines at that property from 1,900 to approximately 2,700.



20



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We believe the continued growth of Native American gaming establishments could continue to place
additional competitive pressure on our operations. While we cannot predict the extent of any future impact, it could be significant.



Summary Financial Results



The following table highlights the results of our operations (dollars in thousands):



|                   |  |                              |         |                |      |   |                              |   |                |  |       |                              |  |   |        
|------------------ |  | ---------------------------- | ------- | -------------- | ---- | - | ---------------------------- | - | -------------- |  | ----- | ---------------------------- |  | - | -------
|                   |  | Year ended December 31, 2004 |         | Percent Change |      |   | Year ended December 31, 2003 |   | Percent Change |  |       | Year ended December 31, 2002
|Net revenues       |  | $                            | 153,755 |                | 1.2  | % |                              | $ | 151,955        |  | (4.7  | )%                           |  | $ | 159,432
|Operating expenses |  |                              | 126,160 |                | (0.2 | ) |                              |   | 126,451        |  | (2.1  | )                            |  |   | 129,124
|Operating income   |  |                              | 27,595  |                | 8.2  |   |                              |   | 25,504         |  | (15.9 | )                            |  |   | 30,308 
|Net income         |  |                              | 10,710  |                | 12.8 |   |                              |   | 9,496          |  | (43.4 | )                            |  |   | 16,766 



Net
Revenues.    For the year ended December 31, 2004 compared to the prior year, net revenues grew due to increases in room, food and beverage, and other revenues, which more than offset a decrease in casino revenues. We believe
the drivers of our current year revenues were improvements in the economy, greater spending by our customers in non-gaming areas resulting from selective price increases combined with higher volume, and traffic generated by the American Bowling
Congress Tournament (ABC Tournament), which attracted men bowlers to the Reno market in mid-February through June 2004. The Womens International Bowling Congress Tournament (WIBC Tournament) held in 2003 did not
commence until mid-March, and brought approximately 20,000 fewer bowlers to the Reno market than the ABC Tournament did in 2004. A national championship bowling tournament is not scheduled to be held in Reno in 2005, but is scheduled to be held two
out of every three years through 2007, and one out of every three years from 2008 through 2018. Finally, the war with Iraq, including the events leading up to its onset, was a negative factor affecting tourism in general during the first quarter of
2003.



The decline in net revenues for the year ended December
31, 2003 compared to the year ended December 31, 2002 was principally due to decreased casino revenues. We believe this decrease was partially associated with the previously discussed growth in Native American gaming in northern California. In
addition, despite the increased visitation generated by the WIBC Tournament that was held in the Reno area throughout mid-March to early July 2003, the continued effect of a weak economy, specifically in northern California, and the war with Iraq
were factors impacting our operating results throughout the 2003 period. While the United States economy appeared to have entered its recovery period in the latter half of 2003, we believe our main feeder markets within northern California were
slower to improve in comparison to the rest of the nation.



Operating Income.    Operating income grew during the year ended December 31, 2004 compared to the prior year. This increase was primarily attributable to the previously discussed increase in non-gaming revenues,
combined with decreases in overall operating expenses, as a percentage of revenues, resulting from savings in direct payroll, payroll benefits, table games promotional expense and various other variable expenses. These decreases were partially
offset by increases in food and beverage cost of sales, general liability insurance premiums, utilities costs and building repairs and maintenance expenses.



For the year ended December 31, 2003 compared to the prior year, operating income declined. Throughout 2003, we reduced variable expenditures, including
payroll which is our largest expense, through cost control efforts. However, increases in general liability insurance costs, retirement benefits, property taxes, and utilities expenses contributed to the decrease in operating income. In addition,
casino marketing and customer acquisition costs, such as special events expenses and promotional offers, rose in 2003 compared to 2002 and advertising expenditures remained consistent with the prior year as the result of our efforts to generate new
casino customers and drive visitation.



21



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Net Income.    For the year ended December 31, 2004 compared to the year ended
December 31, 2003, net income increased by a higher percentage than both the net revenues and operating income increases. The aforementioned factors affecting net revenues and operating income, combined with a decrease in loss on disposition of
assets and interest expense, also benefited net income during the current year.



Net income decreased for the year ended December 31, 2003 compared to the prior year. Aside from the aforementioned factors affecting net revenues and operating income, the primary contributor to the decrease in net
income was a $1.5 million increase in interest expense combined with a $1.3 million decrease in interest rate swap income during the year ended December 31, 2003.



Revenues



The following table highlights our sources of net operating revenues (dollars in thousands):



|                       |  |                              |        |                |      |    |                              |   |                |  |      |                              |  |   |       
|---------------------- |  | ---------------------------- | ------ | -------------- | ---- | -- | ---------------------------- | - | -------------- |  | ---- | ---------------------------- |  | - | ------
|                       |  | Year ended December 31, 2004 |        | Percent Change |      |    | Year ended December 31, 2003 |   | Percent Change |  |      | Year ended December 31, 2002
|Casino                 |  | $                            | 85,543 |                | (3.5 | )% |                              | $ | 88,649         |  | (5.7 | )%                           |  | $ | 93,981
|Rooms                  |  |                              | 38,553 |                | 7.9  |    |                              |   | 35,722         |  | (0.1 | )                            |  |   | 35,747
|Food and beverage      |  |                              | 35,387 |                | 2.6  |    |                              |   | 34,490         |  | (3.6 | )                            |  |   | 35,780
|Other                  |  |                              | 8,562  |                | 7.0  |    |                              |   | 8,005          |  | (9.2 | )                            |  |   | 8,816 
|Promotional allowances |  |                              | 14,290 |                | (4.2 | )  |                              |   | 14,911         |  | 0.1  |                              |  |   | 14,892



Casino
Revenues.    For the year ended December 31, 2004 compared to the prior year, casino revenues declined primarily due to decreases in table games drop and slot handle of 7.4% and 3.5%, respectively. We believe these decreases
were associated with increasingly greater competition from Native American gaming combined with rising gasoline prices throughout the majority of 2004. Both of these factors have negatively impacted drive-in visitor volume from our main feeder
markets in northern California. In addition, the decline in table games volume was partially attributable to the discontinuation of an Asian non-negotiable chip (chips that are not redeemable for cash and can only be played on Silver Legacy table
games) marketing program in effect during August and September 2003 which generated table games drop during the third quarter of 2003.



Casino revenues decreased for the year ended December 31, 2003 compared to the year ended December 31, 2002 principally due to the same factors affecting
overall revenues along with a lower table games hold percentage in 2003. In addition, our casino traffic was adversely affected by the disruption caused by our casino carpet replacement and remodeling in the casino area during the first quarter of
2003. As a result, table games drop and slot handle declined 4.5% and 3.4%, respectively, for the year ended December 31, 2003 compared the year ended December 31, 2002. Additional contributing factors to the decline in casino revenues were changes
in estimates related to our slot machine bill acceptor accrual and outstanding chips and tokens liability. During the year ended December 31, 2003, we converted to a new computerized slot accounting system. Utilizing our new systems reporting
capabilities, our bill acceptor accrual, representing estimated uncounted cash in our slot machine bill acceptors, was reduced by $1.6 million at December 31, 2003 resulting in a corresponding decrease in casino revenues. This decline was partially
offset by a $1.0 million increase in casino revenues for outstanding chips and tokens taken into income based on our estimate of those chips and tokens that are not expected to be redeemed by customers.



Room Revenues.    During the year ended December
31, 2004, room revenues increased significantly compared to the prior year resulting from an increase in our ADR and occupancy to $68.60 and 82.1%, respectively, in 2004 from $63.89 and 81.5%, respectively, in 2003. These increases were primarily
due to increased convention and wholesale room nights generated by the ABC Tournament combined with greater convention business throughout the Reno market, both of which enabled the hotel department to attain a higher ADR across all room segments
during the current year.



22



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For the year ended December 31, 2003 compared to the prior year, room revenues remained flat. Our ADR and
occupancy percentage were $63.89 and 81.5%, respectively, for the year ended December 31, 2003 compared to $64.16 and 81.2%, respectively, for the year ended December 31, 2002. While the various other sources of revenues experienced declines in
comparison to the prior year, our room revenues benefited from increased convention business during the first quarter combined with room nights the WIBC Tournament generated during mid-March through early July 2003.



Food and Beverage Revenues.    Food and beverage
revenues increased during the year ended December 31, 2004 compared to the prior year. Despite a decline in our food guest counts during 2004 versus 2003, we were able to achieve higher food revenues due to selective menu price increases throughout
our food outlets. In addition, an increase in cash beverage sales, primarily in our popular Rum Bullions Island Bar, contributed to the increase in the current year.



For the year ended December 31, 2003 versus the prior year, food and beverage revenues declined 3.6%. This decline was
mainly due to decreased casino traffic throughout the current year combined with a decrease in banquet revenues resulting from the absence of several large convention groups that generated volume in 2002. Another contributor to the overall decrease
was a decline in complimentary food revenues in our buffet, which was primarily attributed to the discontinuance of a coupon promotion in effect throughout the majority of the prior year.



Other Revenues.    Other revenues are comprised of revenues generated by our retail outlets,
arcade, entertainment and other miscellaneous items. Other revenues increased during the year ended December 31, 2004 compared to the prior year principally due to increases in retail and event pavilion revenues. Retail revenues rose mainly as the
result of successful efforts to improve the product offering in our retail outlets while the increase in our events pavilion revenues was primarily attributed to several large convention functions held in our events pavilion during the current year.
Reference is made to the discussion in the sixth paragraph under the caption Silver Legacy in Item 1 of this report for information concerning the currently pending request for an extension of our expired use permit for the events
pavilion. If the extension is not granted, the structure must be removed by May 5, 2005. We believe the cost to remove the structure will be approximately $100,000. We do not anticipate that the loss of this facility would have a material impact on
our operations, based on our ability to utilize the newly constructed Reno Events Center located across the street from the City Center Pavilion. We have used the Reno Events Center on two occasions since it opened in December 2004 for events which
benefited from the new facilitys larger seating capacity.



For the year ended December 31, 2003, other revenues declined in comparison to the prior year primarily due to the fact that more of our concerts during the 2003 period were jointly produced with other downtown Reno properties.



Promotional Allowances.    Promotional
allowances, expressed as a percentage of gross revenues, declined to 8.5% for the year ended December 31, 2004 from 8.9% for the year ended December 31, 2003. This decrease was primarily due to a decline in rooms, food and beverage promotional
allowances extended to casino customers during the current year.



Promotional allowances rose to 8.9% for the year ended December 31, 2003 from 8.5% for the year ended December 31, 2002. The increase in 2003 versus 2002 was mainly due to an increase in the number of special events and marketing campaigns
for which promotional allowances were given in 2003.



23



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Operating Expenses



The following table highlights our operating expenses (dollars in thousands):



|                                    |  |                              |        |                |      |    |                              |   |                |  |       |                              |  |   |       
|----------------------------------- |  | ---------------------------- | ------ | -------------- | ---- | -- | ---------------------------- | - | -------------- |  | ----- | ---------------------------- |  | - | ------
|                                    |  | Year ended December 31, 2004 |        | Percent Change |      |    | Year ended December 31, 2003 |   | Percent Change |  |       | Year ended December 31, 2002
|Casino                              |  | $                            | 42,326 |                | (5.0 | )% |                              | $ | 44,531         |  | (0.3  | )%                           |  | $ | 44,685
|Rooms                               |  |                              | 11,881 |                | 3.9  |    |                              |   | 11,437         |  | (0.4  | )                            |  |   | 11,487
|Food and beverage                   |  |                              | 24,476 |                | 3.2  |    |                              |   | 23,714         |  | (4.4  | )                            |  |   | 24,795
|Other                               |  |                              | 6,800  |                | 8.9  |    |                              |   | 6,242          |  | (10.7 | )                            |  |   | 6,993 
|Selling, general and administrative |  |                              | 30,041 |                | 2.6  |    |                              |   | 29,281         |  | 0.1   |                              |  |   | 29,264
|Depreciation                        |  |                              | 10,622 |                | (0.1 | )  |                              |   | 10,710         |  | (9.5  | )                            |  |   | 11,837



Casino
Expenses.    Casino expenses during the year ended December 31, 2004 compared to the prior year declined due in part to the aforementioned casino revenue decreases. Significant savings in casino payroll related expenses and
other variable casino expenses, including casino marketing promotional expenses, were partially offset by increases in the amount of state gaming taxes, as a percentage of revenues, and slot license fees paid.



For the year ended December 31, 2003, casino expenses remained flat with the
prior year. Declines in casino payroll expenditures, the amount of state gaming taxes paid, and bad debt expense were offset by a significant increase in casino marketing expenses for promotions implemented in 2003 in an effort to drive casino
volume.



Room Expenses.    During
the year ended December 31, 2004, room expenses, including supplies, room package coupons and professional services, increased over the prior year. However, increases in ADR during the current year combined with reductions in certain specific room
expenses, including departmental payroll and laundry expense, as a percentage of room revenues, resulted in increased departmental profit in 2004.



Room expenses remained flat for the year ended December 31, 2003 versus the prior year. Reductions in payroll and laundry expenses were achieved despite a
slight increase in occupancy during the current year; however, these savings were offset by an increase in travel agent commissions associated with the WIBC tournament.



Food and Beverage Expenses.    For the year ended December 31, 2004, food and beverage expenses
grew over the prior year due to increased food and beverage cost of sales, both as a percentage of revenues and absolute dollars. Despite the rise in cost of sales, declines in departmental payrolls, as a percentage of revenues, combined with the
previously discussed increases in cash beverage sales and food and beverage menu prices, produced an increased profit margin in 2004 compared to 2003.



Food and beverage expenses decreased for the year ended December 31, 2003 as compared to the year ended December 31, 2002 in conjunction with the
previously discussed food and beverage revenue decreases.



Other Operating Expenses.    Other operating expenses are comprised of expenses associated with the operation of our retail outlets, arcade and events pavilion along with the entertainment departments
production costs and professional fees. Other expenses increased during the year ended December 31, 2004 compared to the prior year primarily due to an increase in expenses associated with retail and our events pavilion in conjunction with the
aforementioned revenue increases.



Other expenses decreased for
the year ended December 31, 2003 in comparison to the prior year. This decrease was primarily due to a decline in entertainment expenses during 2003, resulting from the sharing with other Reno properties of production and entertainers fees for
several concerts held in the City Center Pavilion.



24



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Selling, General and Administrative Expenses.    During the year ended
December 31, 2004 compared to the prior year, selling, general and administrative expenses rose due to increased credit card discounts associated with hotel sales volume, building repairs and maintenance, utilities, computer hardware and software
maintenance contracts, and general liability premiums. However, these increases were partially offset by decreases in advertising media expenditures combined with a decline in real property taxes assessed during the current year compared to 2003.



For the year ended December 31, 2003, selling, general and
administrative expenses were flat in comparison to the year ended December 31, 2002. Increases in general liability insurance costs and property taxes during 2003 combined with increased gas and electric utilities expenses during the first quarter
of 2003 were offset by declines in payroll benefits and equipment rental fees associated with computer equipment. Advertising expenses for the year ended December 31, 2003 remained steady with the prior year.



Depreciation Expense.    During the year ended
December 31, 2004 compared to the prior year, depreciation expense decreased slightly. Increased depreciation associated with new capital purchases were offset by several assets becoming fully depreciated during 2004.



For the year ended December 31, 2003, depreciation expense declined in
comparison to the prior year due to many assets becoming fully depreciated during 2003.



Other (Income) Expense



Other (income) expense
is comprised of net interest expense, interest rate swap income, loss on early redemption of debt, and other, net. For the year ended December 31, 2004 compared to the prior year, interest expense decreased $0.2 million as a result of lower average
outstanding borrowings. Other, net in 2004 and 2003 was related to the change in market value of the insurance contracts associated with our supplemental executive retirement plan.



Interest expense increased $1.5 million for the year ended December 31, 2003 compared to the year ended December 31, 2002.
This increase resulted from higher average outstanding borrowings during our first quarter in 2003, which was partially offset by lower average outstanding borrowings during the remainder of 2003, combined with higher average interest rates
resulting from our issuance in March 2002 of our $160 million principal amount of 101/8% mortgage notes due 2012 (Notes) and related transactions described under Liquidity and Capital
Resources. Interest rate swap income of $1.0 million was recorded for the year ended December 31, 2003.



Liquidity and Capital Resources



During the year ended December 31, 2004, we generated cash flows from operating activities of $22.2 million compared to $22.5 million in the prior year.
The slight decrease in cash provided by operations was primarily due to various changes in balance sheet accounts which offset the $1.2 million increase in net income. The changes in these balance sheet accounts represented changes which occurred in
the normal course of business. As of December 31, 2004, cash and cash equivalents were $30.2 million, sufficient for normal operating requirements.



Cash used in investing activities for the year ended December 31, 2004 was $5.9 million compared to $5.0 million for the year ended December 31, 2003, and
related primarily to capital expenditures for various renovation projects and equipment purchases. During the third quarter of 2004, we began a hotel room renovation project. The budget for this project is approximately $7.2 million, of which
approximately $1.6 million was incurred in 2004, with the remainder to be incurred in 2005. In future years, we expect to make capital expenditures consistent with historical expenditures, and, to the extent necessary to continue to maintain an
attractive property and a competitive position in our marketplace, additional amounts as approved by our executive committee. Including the aforementioned room renovation project, our executive committee has approved $10.0 million in capital
expenditures for 2005.



25



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Cash used in financing activities was $5.4 million for the year ended December 31, 2004, representing tax
distributions to our partners for the current year in addition to taxes owed related to our fiscal 1995 and 1996 Internal Revenue Service audits, compared to $13.1 million for the year ended December 31, 2003. During the year ended December 31,
2003, tax distributions of $4.0 million were made to our partners. In addition, prepayments in the aggregate principal amount of $9.0 million were made in 2003 on the term portion of the credit facility, and $4.5 million was borrowed and
subsequently paid on the revolving portion of the credit facility.



In July 2004, we renewed our general and liability insurance policies. Under the new policies, the Partnership and the owner of the adjacent property, Eldorado Resorts LLC (which is an affiliate of ELLC), have combined earthquake coverage
of $320 million and combined flood coverage of $245 million. In the event that an earthquake causes damage only to the Partnerships property, the Partnership is eligible to receive up to $320 million in coverage depending on the replacement
cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $220 million of the coverage amount (based on our percentage of the earthquake coverage) and
up to the portion of the other $100 million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC. In the event that a flood causes damage only to the Partnerships property, the Partnership is eligible to receive up to $245
million in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $220 million of the coverage amount (based
on our percentage of the flood coverage) and up to the portion of the other $25 million, if any, remaining after satisfaction of a claim of Eldorado Resorts LLC.



Our new insurance policy also includes combined terrorism coverage up to $425 million for a certified act of terrorism and
up to $250 million for a non-certified act of terrorism. In the event that a certified, or a non-certified, act of terrorism causes damage only to the Partnerships property, the Partnership is eligible to receive up to $425 million, or $250
million, respectively, in coverage depending on the replacement cost. However, in the event that both properties are damaged, the Partnership is entitled to receive, to the extent of any replacement cost incurred, up to $235 million for a certified
act, or up to $138 million for a non-certified act, of the coverage amount (based on our percentage of the total property value) and up to the portion of the other $190 million, or $112 million, respectively, if any, remaining after satisfaction of
a claim of Eldorado Resorts LLC.



The Partnerships
partnership agreement, as currently in effect, provides that, subject to any contractual restrictions to which the Partnership is subject, including the indenture relating to the Notes, and prior to the occurrence of a Liquidating Event,
the Partnership will be required to make distributions to its partners as follows:



(i)  The estimated taxable income of the Partnership allocable to each partner multiplied by the greater of the maximum marginal
federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable to corporations for such period (as of the date hereof both rates were 35%); provided, however, that if the State of Nevada
enacts an income tax (including any franchise tax based on income), the applicable tax rate for any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or
corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).



(ii)  Annual distributions of remaining Net
Cash From Operations in proportion to the percentage interests of the partners.



(iii)  Distributions of Net Cash From Operations in amounts or at times that differ from those described in (i) and
(ii) above, provided in each case that both partners agree in writing to the distribution in advance thereof.



As defined in the partnership agreement, the term Net Cash From Operations means the gross cash proceeds received by the Partnership, less the
following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Partnership, including interest and scheduled principal payments on



26



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Partnership indebtedness, including indebtedness owed to the partners, if any, (ii) all capital expenditures made by the Partnership, and (iii) such
reasonable reserves as the partners deem necessary in good faith and in the best interests of the Partnership to meet its anticipated future obligations and liabilities (less any release of reserves previously established, as similarly determined).



The Partnerships partnership agreement provides that the
partners shall not be permitted or required to contribute additional capital to the Partnership without the consent of the partners, which consent may be given or withheld in each partners sole and absolute discretion.



We believe we have sufficient capital resources to meet all of our
obligations. These obligations include existing cash obligations, funding of capital commitments and servicing our debt. Our future sources of liquidity are anticipated to be from our operating cash flow and borrowings available under our senior
secured credit facility. See Senior Secured Credit Facility below.



Contractual Obligations and Commitments



The
following table summarizes our contractual obligations and commitments to make future payments under certain contracts, including long-term debt obligations and operating leases, as of December 31, 2004 (in thousands):



|                 |  |      |    |      |   |      |  |      |   |      |   |            |  |   |   |  |   |        
|---------------- |  | ---- | -- | ---- | - | ---- |  | ---- | - | ---- | - | ---------- |  | - | - |  | - | -------
|Description      |  | 2005 |    | 2006 |   | 2007 |  | 2008 |   | 2009 |   | Thereafter
|Long-term debt   |  | $    |   |      | $ |     |  | $    |  |      | $ |           |  | $ |  |  | $ | 159,554
|Operating leases |  |      | 63 |      |   | 27   |  |      |  |      |   |           |  |   |  |  |   |       
|                 |  |      |    |      |   |      |  |      |   |      |   |            |  |   |   |  |   |        
|Total            |  | $    | 63 |      | $ | 27   |  | $    |  |      | $ |           |  | $ |  |  | $ | 159,554
|                 |  |      |    |      |   |      |  |      |   |      |   |            |  |   |   |  |   |        



The repayment of our
long-term debt, which consists of our indebtedness under the Credit Facility and the indebtedness evidenced by the Notes, is subject to acceleration upon the occurrence of an event of default under the Credit Facility or the indenture relating to
the Notes.



We made cash interest payments of $16.3 million,
$15.5 million, and $9.9 million during the years ended December 31, 2004, 2003 and 2002, respectively. We anticipate that cash payments for interest in 2005 will be consistent with 2004 due to similar average outstanding borrowings.



Other Factors Affecting Results of Operations



Two public works projects were underway in the downtown area of Reno during
2004. The first project involves lowering the train tracks that traverse Renos downtown district and separate Silver Legacy and the two adjoining properties from the rest of the downtown gaming facilities. Construction on this project is
expected to be completed in 2006. The second project entailed the construction of a downtown special events center next to the National Bowling Stadium. Construction of this project began in January 2004 and was completed in December 2004. To date,
the impact of these projects on our operations has been minimal; however, we cannot determine their impact on our future operations.



The Notes



On March 5, 2002, the Partnership and Capital issued $160,000,000 principal amount of senior secured mortgage notes due 2012 (Notes). The
Notes are senior secured obligations which rank equally with all of the Partnerships outstanding senior debt and senior to any subordinated debt. The Notes are secured by a security interest in the Issuers existing and future assets,
which is junior to a security interest in such assets securing the Partnerships obligations under its credit facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partners executed a
pledge of all of its partnership interests in the Partnership to secure the Notes, which is junior to a pledge of such partnership interests to secure the Partnerships obligations on the credit facility and any refinancings of such facility
that are permitted pursuant to the terms of the Notes. The



27



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Notes mature on March 1, 2012 and bear interest at the rate of 101/8% per annum, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing on September 1, 2002. At December 31, 2004, we were in compliance with all of the covenants in the indenture related to the Notes.



Senior Secured Credit Facility



On November 4, 2003, we executed an amendment to our credit facility (as amended, the Credit Facility) which originally included a term
facility (which was paid in full in 2003) and a revolving facility. The amendment reduced the revolving facility to $10.0 million, none of which was outstanding at December 31, 2004, and revised certain covenant ratios with retroactive effect to
September 30, 2003, including the maximum total debt to EBITDA ratio which we had exceeded as of September 30, 2003. Under the Credit Facility, we must maintain a maximum ratio of total debt to EBITDA of 5.00 to 1.00 for the quarters ending
September 30, 2003 through March 31, 2006 and 4.75 to 1.00 for the quarter ending June 30, 2006 and thereafter. Under the Credit Facility, we are also required to maintain a minimum ratio of EBITDA to fixed charges of 1.20 to 1.00 at all times. The
Credit Facility is secured by a first priority security interest in substantially all of our existing and future assets, other than certain licenses which may not be pledged under applicable law, and a first priority pledge of and security interest
in all of the partnership interests in the Partnership held by its partners. The Credit Facility ranks equal in right of payment to our existing and future senior indebtedness, including the Notes, but the security interests securing our obligations
under the Credit Facility are senior to the security interests securing our obligations on the Notes. The Credit Facility contains customary events of default and covenants, including covenants that limit or restrict our ability to incur additional
debt; create liens or other encumbrances; pay dividends or make other restricted payments; prepay subordinated indebtedness; make investments, loans or other guarantees; sell or otherwise dispose of a portion of our assets; or make acquisitions or
merge or consolidate with another entity.



At December 31,
2004, there was no indebtedness outstanding under the Credit Facility. As of such date, we were in compliance with all of the covenants in the Credit Facility and we had the ability to borrow all of the $10.0 million available under the Credit
Facility. Based on the information currently available to us, we believe we will be in compliance with all of the covenants under the Credit Facility as of March 31, 2005. However, due to a budgeted increase in capital expenditures related to our
room renovation project combined with an anticipated reduction in EBITDA during the first quarter of 2005, we believe we may not be in compliance with all of the covenants under the Credit Facility as of June 30, 2005. In such an event, we intend to
seek an amendment to the Credit Facility to revise the covenant ratios discussed in the preceding paragraph that would permit us to remain in compliance with the debt covenants and retain our borrowing capacity. If we are unable to obtain such an
amendment, we believe we have sufficient cash to meet all of our obligations for the foreseeable future and would terminate the Credit Facility and seek a new revolving credit facility with another lender. There is no indebtedness currently
outstanding under the Credit Facility and we do not anticipate utilizing our borrowing capacity under the Credit Facility during 2005. So long as we do not have any indebtedness outstanding under the Credit Facility our inability to satisfy its
covenant ratios would not constitute a default under the indenture relating to the Notes. The entire principal amount then outstanding under the Credit Facility becomes due and payable on March 31, 2007 unless the Credit Facility is terminated
earlier or the maturity date is extended with the consent of the lenders.



Critical Accounting Policies



Our discussion
and analysis of our results of operations and financial condition above are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our
judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Because of the
uncertainty inherent in these matters, there is no assurance that actual results will not differ from our estimates used in applying the following critical accounting policies.



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Gross Revenues and Promotional Allowances



In accordance with industry practice, we recognize as casino revenues the
net win from gaming activities, which is the difference between gaming wins and losses. The retail value of food, beverage, rooms and other services furnished to customers on a complimentary basis is included in gross revenues and then is deducted
as promotional allowances.



Property and Equipment and Other
Long-Lived Assets



Property and equipment is recorded at
cost and is depreciated over its estimated useful life. Judgments are made in determining estimated useful lives and salvage values of these assets. The accuracy of these estimates affects the amount of depreciation expense recognized in our
financial results and whether we have a gain or loss on the disposal of assets. We review depreciation estimates and methods as new events occur, more experience is acquired, and additional information is obtained that would possibly change our
current estimates. As of December 31, 2004, no events or changes in circumstances indicated that the carrying values of our long-lived assets may not be recoverable.



Reserve for Uncollectible Accounts Receivable



We make ongoing estimates relating to the collectibility of our accounts receivable and maintain a reserve for estimated
losses resulting from the inability of our customers to make required payments. In determining the amount we reserve, we review our aged accounts receivables, consider our historical level of credit losses and make judgments about the
creditworthiness of customers based on ongoing credit evaluations and relationships. Since we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates.



Self-Insurance Reserves



Silver Legacy is self insured up to certain limits for our general
liability, group health insurance and workmens compensation programs. We analyze historical and current pending claims information to estimate amounts to be accrued. In order to mitigate our potential exposure, we have obtained certain stop
loss policies.



Item 7A.    Quantitative and Qualitative
Disclosures About Market Risk.



We are potentially exposed
to market risk in the form of fluctuations in interest rates and their potential impact upon our variable rate debt outstanding, if any. We evaluate our exposure to this market risk by monitoring interest rates in the marketplace and we have, on
occasion, utilized derivative financial instruments to help manage this risk although we did not utilize any financial instruments in 2004. To manage our exposure to counterparty credit risk in interest rate swaps, we have entered into agreements
with highly rated institutions. As of December 31, 2004, we had no variable rate debt outstanding. However, under our $10.0 million revolving credit facility, we may have outstanding from time to time up to $10.0 million of variable rate debt.



Item 8.    Financial Statements and Supplementary Data.



Reference is made to the report of Deloitte & Touche
LLP dated March 28, 2005 and the consolidated financial statements of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. appearing on pages F-1 through F-17 of this annual report, which are incorporated in this Item 8 by this
reference.



Item 9.    Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.



Not
applicable.



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Item 9A.    Controls and Procedures.



An evaluation was performed by management, with the participation of our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that,
as of December 31, 2004, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified in applicable rules and forms of the Securities and Exchange Commission.



There have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of 2004 that have materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



Item 9B.    Other Information.



Not applicable.



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PART III



Item 10.    Directors and Executive Officers of the Registrants



Overview



The current managing partner of the Partnership is Galleon, Inc. (Galleon). Under the terms of the partnership agreement, the managing partner
is responsible for the day-to-day management of the business affairs of the Partnership. The managing partner has delegated a substantial portion of its duties to the general manager of Silver Legacy. Although the Partnership is a general
partnership between Galleon, which is a wholly-owned subsidiary of Mandalay Resort Group, and Eldorado Limited Liability Company (ELLC), which is a 96%-owned subsidiary of Eldorado Resorts LLC, the Partnership employs its own separate
management team to operate Silver Legacy. An executive committee of the Partnership is responsible for consulting with, reviewing, monitoring and overseeing the performance of the management of Silver Legacy, and thus, functions in a capacity
similar to a corporations board of directors.



The Managing Partner



The Partnerships partnership agreement (the
Partnership Agreement) designates Galleon as the Partnerships managing partner with responsibility and authority for the day-to-day management of the business affairs of the Partnership, including overseeing the day-to-day
operations of Silver Legacy and other Partnership business, preparation of the Partnerships budgets and implementation of the decisions made by the partners. The managing partner is also responsible for the preparation and submission of the
Partnerships annual business plan for review and approval by the Partnerships executive committee, utilizing the special voting procedures and the procedure for resolving deadlocks described below.



The Partnership Agreement provides that the managing partner shall appoint
the general manager, subject to approval of the appointment by the executive committee, utilizing the special voting procedures and the procedure for resolving deadlocks described below. Under the terms of the Partnership Agreement, the general
manager may be removed by either of the Partnerships partners upon 30 days written notice. The Partnership Agreement also provides that the managing partner shall appoint the other principal senior management of the Partnership and Silver
Legacy, who shall perform such functions, duties, and responsibilities as the managing partner may assign, and shall serve at the direction and pleasure of the managing partner.



The Partnership Agreement provides that the unanimous approval of both partners is required for certain actions, including
the admission of an additional partner, the purchase of additional real property, encumbrances on Silver Legacy, sales or other dispositions of all or substantially all of the assets of the Partnership, refinancing or incurrence of indebtedness
involving in excess of $250,000 other than in the ordinary course of business, capital improvements involving more than $250,000 that are not included in an approved annual business plan, and any obligation, contract, agreement, or commitment with a
partner or an affiliate of a partner which is not specifically permitted by the Partnership Agreement.



Replacement of the Managing Partner



If the actual net operating results of the business of the Partnership for any four consecutive quarters are less than 80% of the projected amount as set forth in the Partnerships annual business plan, after
appropriate adjustments for factors affecting similar business in the vicinity of the Silver Legacy, ELLC may require Galleon to resign from its position as managing partner.



In the event Galleon resigns as managing partner, ELLC will have the right and option to become the managing partner of the
Partnership and assume all the obligations of the managing partner under the Partnership Agreement, or the partners are required to attempt to appoint a third party to manage the day-to-day business affairs of the Partnership. In such event, if the
partners are unable to agree on a manager, then the Partnership shall be dissolved and liquidated in accordance with the provisions of the Partnership Agreement.



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The Executive Committee



An executive committee of the Partnership is authorized to review, monitor and oversee the performance of the management of Silver Legacy. The
executive committee of the Partnership shall consist of five members, with three members appointed by the managing partner and two members appointed by the other partner. In the event that neither of the partners is the managing partner, then the
executive committee shall consist of five members, with two members appointed by each partner and a fifth member appointed by a third party manager selected by the partners. Each partner may, at any time, appoint alternate members to the executive
committee and the alternates will have all the powers of a regular committee member in the absence or inability of a regular committee member to serve. With the exception of the special voting procedures described below, each member of the executive
committee is entitled to one vote on each matter decided by the executive committee and each action of the executive committee must be approved by a majority of all of the members of the executive committee, who may be present or voting by proxy.



The current members of the executive committee are Stephen J.
Greathouse, Frank R. Baldwin, and Yvette E. Landau, each of whom was appointed by Galleon, and Robert M. Jones and Gene R. Carano, each of whom was appointed by ELLC. As we reported in a filing on Form 8-K dated June 18, 2004, Mandalay, MGM MIRAGE
(MGM) and MGM MIRAGE Acquisition Co. #61, a wholly owned subsidiary of MGM, announced on June 16, 2004 that they had entered into a merger agreement pursuant to which MGM will acquire Mandalay for $71.00 in cash for each share of common
stock of Mandalay. The transaction is structured as a merger of MGM MIRAGE Acquisition Co. #61 with and into Mandalay and is subject to regulatory and other customary conditions. According to Mandalays public filings, it has received from MGM
MIRAGE a notice of MGM MIRAGEs election to extend the outside date for the closing of the merger from March 31, 2005 to June 30, 2005 in accordance with the provisions of the merger agreement. Copies of the merger agreement, the notice of
extension and the press releases announcing the merger transaction and the election to extend are incorporated by reference as exhibits to this report, and the information in this paragraph is qualified in its entirety by reference to those
exhibits. As a result of that merger, we anticipate changes in the membership of our executive committee.



Subject to the requirement of unanimous approval of the partners for certain actions, the duties of the executive committee include, but are not limited
to, (i) reviewing, adjusting, approving, developing, and supervising the Partnerships annual business plan, (ii) reviewing and approving the terms of any loans made to the Partnership, (iii) approving all material purchases, sales, leases or
other dispositions of Partnership property, other than in the ordinary course of business, and (iv) approving the appointment of the general manager, who is the Partnerships chief executive officer, and the controller, who is the
Partnerships chief financial officer and accounting officer, and determining the compensation of the general manager and the controller.



The Partnership Agreement provides special voting procedures for the executive committees approval of the annual business plan, the appointment of
the general manager and the determination of the general managers compensation. In voting on these matters, the members of the executive committee appointed by the managing partner shall have a total of two votes and the members of the
executive committee appointed by the other partner shall have a total of two votes. The managing partner shall designate which two of the three members of the executive committee appointed by the managing partner are to exercise the two votes. If
the executive committee is deadlocked in deciding any matter which is subject to the special voting procedures, then the meeting may be adjourned to another meeting date. If the executive committee remains deadlocked with respect to its approval of
an annual business plan until the end of the second month of the fiscal year described in the annual business plan, then either partner may by written notice cause the approval of the annual business plan to be submitted to a nationally recognized
accounting firm mutually agreeable to the partners (the Accountant) for resolution. The Accountant shall consider the positions of the members of the executive committee and the partners, and shall decide whether to approve the annual
business plan, or to modify the annual business plan and approve it with such modifications. The decision of the Accountant on these matters shall have the same effect as the approval of the annual business plan by the executive committee. If the
executive committee remains deadlocked with respect to its approval of the appointment of a general manager for a period of one month



32



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following the effective date of the resignation or removal of the previous general manager, then the executive committee shall assume the duties of the
general manager until such time as the executive committee can reach a decision on the appointment and compensation of a new general manager. In exercising the duties of the general manager, the executive committee shall act and vote in accordance
with the special voting procedures described above. If the executive committee remains deadlocked on the determination of the compensation of the general manager for a period of one month following the first meeting on the proposed compensation,
then either partner may by written notice cause the determination of such compensation to be submitted to the Accountant for resolution. In that event, the Accountant shall consider the positions of the executive committee, and shall adopt a
compensation arrangement consistent with the position advocated by at least one member of the executive committee. The decision of the Accountant on any matter which is subject to the special voting procedures shall be final and binding on the
executive committee and the partners.



The Partnerships
executive committee and Capitals Board of Directors have each determined that Robert M. Jones, who is a member of the executive committee and the Board of Directors, and also serves on their audit committee, is an audit committee
financial expert in that he has the following attributes:



| |  |  | an understanding of generally accepted accounting principles and financial statements;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the
breadth and complexity of issues that can reasonably be expected to be raised by the Partnerships financial statements or experience actively supervising one or more persons engaged in such activities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an understanding of internal control over financial reporting; and
| | - |  | ------------------------------------------------------------------



| |  |  | an understanding of audit committee functions.
| | - |  | ----------------------------------------------



Mr. Jones is not independent as that term is defined under current rules of the New York Stock Exchange (NYSE). None of the Partnerships or
Capitals securities are listed on the NYSE or any other national securities exchange or any national securities association, nor is there any current intention to so list any securities of the Partnership or Capital in the future.



The Partnerships executive committee and Capitals Board of
Directors have adopted a code of ethics that applies to the Partnerships and Capitals principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. The code of ethics, a
copy of which is included as Exhibit 14 to this report, is a written standard designed to deter wrongdoing and to promote:



| |  |  | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | full, fair, accurate, timely, and understandable disclosure in reports and documents that the Partnership files with, or submits to, the SEC and in other public communications made
by the Partnership;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | compliance with applicable governmental laws, rules and regulations;
| | - |  | --------------------------------------------------------------------



| |  |  | the prompt internal reporting of violations of the code to an appropriate person identified in the code; and
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | accountability for adherence to the code.
| | - |  | -----------------------------------------



33



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Executive Officers, Members of the Executive Committee and Directors



The following table sets forth certain information concerning our current
executive officers, the executive officer and director of our managing partner, Galleon, the members of the Partnerships executive committee and the members of the board of directors of Capital.



|                      |  |     |  |                                                                                                                                                                                                   
|--------------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                  |  | Age |  | Positions                                                                                                                                                                                         
|Gary L. Carano        |  | 52  |  | General Manager of Silver Legacy, Chief Executive Officer of the Partnership, and President and Chief Executive Officer of
Capital                                                                
|                      |  |    
|Michael F. Whitemaine |  | 50  |  | Assistant General Manager of Silver Legacy and Vice President of Capital                                                                                                                          
|                      |  |    
|Glenn T. Carano       |  | 49  |  | Executive Director of Marketing of Silver Legacy and Secretary of the Partnership and Capital                                                                                                     
|                      |  |    
|Bruce C. Sexton       |  | 51  |  | Director of Finance/Administration of Silver Legacy, Controller and Chief Accounting and Financial Officer of the Partnership, and Treasurer
and Chief Accounting and Financial Officer of Capital
|                      |  |    
|Glenn W. Schaeffer    |  | 50  |  | President, Secretary, Treasurer and Director of Galleon                                                                                                                                           
|                      |  |    
|Gene R. Carano        |  | 49  |  | Member of the Partnerships Executive Committee and Director of Capital                                                                                                                           
|                      |  |    
|Stephen J. Greathouse |  | 54  |  | Member of the Partnerships Executive Committee and Director of Capital                                                                                                                           
|                      |  |    
|Robert M. Jones       |  | 62  |  | Member of the Partnerships Executive Committee and Director of Capital                                                                                                                           
|                      |  |    
|Yvette E. Landau      |  | 48  |  | Member of the Partnerships Executive Committee and Director of Capital                                                                                                                           
|                      |  |    
|Frank R. Baldwin      |  | 67  |  | Member of the Partnerships Executive Committee and Director of Capital                                                                                                                           



Gary L.
Carano.    Mr. Carano has served as General Manager of Silver Legacy and Chief Executive Officer of the Partnership since January 1995 and President and Chief Executive Officer of Capital since its incorporation in August
2001. He is also President and Chief Operating Officer of the board of managers of the Eldorado Hotel & Casino and Treasurer of Recreational Enterprises, Inc. Previously, he served as Assistant General Manager, General Manager and Chief
Operating Officer of the Eldorado Hotel & Casino from 1980 to 1994. Gary L. Carano, Glenn T. Carano and Gene R. Carano are brothers.



Michael F. Whitemaine.    Mr. Whitemaine has been the Assistant General Manager of Silver Legacy since January 1995 and Vice
President of Capital since November 2001. Prior to 1995, Mr. Whitemaine worked at the Eldorado Hotel & Casino for 12 years, where he served in various positions, including Food and Beverage Director, Slot Director, and most recently, Assistant
General Manager.



Glenn T.
Carano.    Mr. Carano has been the Director of Marketing or Executive Director of Marketing of Silver Legacy since January 1995, Secretary of the Partnership since August 2001 and Secretary of Capital since November 2001.
Prior to 1995, he served as Director of Marketing at the Eldorado Hotel & Casino for eight years. Mr. Carano has served as chairman of the board of directors of the Airport Authority of Washoe County



34



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and was a member of the board of the Reno-Sparks Convention & Visitors Authority. He is also presently a member of the board of managers of the Eldorado
Hotel & Casino and Secretary of Recreational Enterprises, Inc. From 1977 to 1983, Mr. Carano was a quarterback for the Dallas Cowboys football team.



Bruce C. Sexton.    Mr. Sexton has been the Director of Finance/Administration of Silver Legacy since January 1995, Controller
and Chief Accounting and Financial Officer of the Partnership since January 1995. He has been Treasurer of Capital since its incorporation in August 2001 and its Chief Accounting and Financial Officer since November 2001. Mr. Sexton began working at
the Circus Circus Hotel and Casino in Reno in 1978 as chief accountant and, before joining Silver Legacy, held the position of Controller at that property for eight years.



Glenn W. Schaeffer.    Mr. Schaeffer has been President, Secretary, Treasurer and Director of
Galleon since March 1997. He has been President and Chief Financial Officer of Mandalay Resort Group since June 1995 and a Director of Mandalay Resort Group since March 1996. In addition, Mr. Schaeffer was Treasurer of Mandalay Resort Group from
June 1995 to June 2003. Mr. Schaeffer was involved in an executive capacity in the management and operations of other gaming entities from 1993 until they were acquired by Mandalay Resort Group in June 1995. He also was President of Mandalay Resort
Group from June 1991 until February 1993 and was that corporations Chief Financial Officer and a Director from 1984 until February 1993.



Gene R. Carano.    Mr. Carano has been a member of the executive committee of the Partnership since December 2000 and a
director of Capital since November 2001. He is currently the Assistant General Manager of Eldorado Resorts LLC and was previously the General Manager between 2001 and 1996. In addition, he is the Vice President and a member of the board of managers
of the Eldorado Hotel & Casino since 1996, the Vice President of Eldorado Resorts LLC or its predecessor since 1993, the Secretary of Eldorado Resorts LLC since June 1996, and Vice President of Recreational Enterprises, Inc. since 1983. Prior to
1993, Mr. Carano served as a Co-General Manager of the Eldorado Hotel & Casino and served as its Director of Gaming. Prior to joining Eldorado Resorts LLC, Mr. Carano held various positions at another major casino in northern Nevada, including
slot floor supervisor and pit boss.



Stephen J.
Greathouse.    Mr. Greathouse has been a member of the executive committee of the Partnership since September 1997 and a director of Capital since November 2001. He is also currently an officer of various operating
subsidiaries of Mandalay Resort Group. Prior to joining Mandalay Resort Group in 1997, he was Chief Executive Officer of Boardwalk Casino, Inc. and from 1995 to 1996 he was Chairman and Chief Executive Officer of Alliance Gaming Corporation.



Robert M. Jones.    Mr. Jones has
been a member of the executive committee of the Partnership since November 1995 and a director of Capital since November 2001. He has been the Chief Financial Officer of Eldorado Resorts LLC or its predecessor since 1989. Prior to joining Eldorado
Resorts LLC in 1984, Mr. Jones spent 14 years in public accounting, 10 of which were as an audit principal with the international accounting firm of Arthur Young & Company. Mr. Jones is a former Certified Public Accountant.



Yvette E. Landau.    Ms. Landau has been a member
of the executive committee of the Partnership since July 1995 and a director of Capital since November 2001. She has been a Vice President, General Counsel and Secretary of Mandalay Resort Group since June 1996. She is also a member of the
management committee of Detroit Entertainment, L.L.C., in which Mandalay Resort Group owns a 53.5% interest. Prior to joining Mandalay Resort Group in 1993, she was a partner in the law firm of Snell & Wilmer in Phoenix, Arizona.



Frank R. Baldwin.    Mr. Baldwin became a member
of the executive committee of the Partnership and a director of Capital in March 2003. He is currently the Vice President and General Manager of the Circus Circus Hotel and Casino in Reno. From November 1997 until joining the Circus Circus Hotel and
Casino in 2003, he was employed by the Luxor Hotel and Casino in Las Vegas, Nevada, most recently as the Director of Casino Operations. Prior to assuming that position in November 1999, Mr. Baldwin was Casino Shift Manager for a period of
approximately two years.



35



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Item 11.    Executive Compensation.



The following table sets forth, for each of our last three fiscal years, the
cash compensation paid by us, as well as certain other compensation paid or accrued for those years, to the Partnerships executive officers and the executives of Silver Legacy. In this annual report, we sometimes refer to these individuals as
our named executive officers.



|                                                                                                                                                 |  |                        |  |                       |                       |       |   |          |  |   |                 |    
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- |  | --------------------- | --------------------- | ----- | - | -------- |  | - | --------------- | ---
|                                                                                                                                                 |  | Annual Compensation(1) |  | All OtherCompensation |                      
|Name and Principal Position                                                                                                                      |  | Year                   |  | Salary                |                       | Bonus |  
|Gary L. Carano General Manager of Silver Legacy and Chief Executive Officer of the Partnership                                                   |  | 200420032002           |  | $                     | 400,000400,000400,000 |       | $ | 52,091 |  | $ | 3,0871,2752,846 | (2)
|                                                                                                                                                 |  |                        |  |                      
|Michael F. Whitemaine Assistant General Manager of Silver Legacy                                                                                 |  | 200420032002           |  | $                     | 275,000275,000275,000 |       | $ | 43,121 |  | $ | 877596          | (3)
|                                                                                                                                                 |  |                        |  |                      
|Glenn T. Carano Executive Director of Marketing of Silver Legacy and Secretary of the Partnership                                                |  | 200420032002           |  | $                     | 400,000400,000400,000 |       | $ | 39,183 |  | $ | 3,3371,2752,846 | (4)
|                                                                                                                                                 |  |                        |  |                      
|Bruce C. Sexton Director of Finance/Administration of Silver Legacy and Controller and Chief Accounting and Financial Officer of the Partnership |  | 200420032002           |  | $                     | 175,000175,000175,000 |       | $ | 37,641 |  | $ | 1,8371,2752,222 | (5)

---

|(1) |  | Certain of the individuals named in this table received personal benefits that are not reflected in their salary and bonus amounts. The value of the personal benefits received by
each of these individuals did not, in any of our last three fiscal years, exceed $50,000 or 10% of the individuals total annual salary and bonus for that fiscal year.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Represents $87 in premiums paid by the Partnership for life and accidental death insurance for the benefit of Gary L. Carano and $3,000 in matching contributions paid by the
Partnership under the Partnerships 401(k) savings plan for his account.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Represents $87 in premiums paid by the Partnership for life and accidental death insurance for the benefit of Michael F. Whitemaine.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Represents $87 in premiums paid by the Partnership for life and accidental death insurance for the benefit of Glenn T. Carano and $3,250 in matching contributions paid by the
Partnership under the Partnerships 401(k) savings plan for his account.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Represents $87 in premiums paid by the Partnership for life and accidental death insurance for the benefit of Bruce C. Sexton and $1,750 in matching contributions paid by the
Partnership under the Partnerships 401(k) savings plan for his account.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



None of the members of the Partnerships executive committee, the executive officer or director of our managing partner, Galleon, or the members of the board of directors of Capital or its executive officers is
compensated by the Partnership or Capital for his or her services in these capacities.



Pension Plan



The following tables show the
estimated annual benefits payable to a Tier I and Tier II participant under the Silver Legacy Supplementary Executive Retirement Plan (the SERP) at normal retirement (which is age 65), based on years of service
credited under the SERP and the participants final compensation, as determined under the SERP. Gary L. Carano is a Tier I participant in the SERP and each of our other named executive officers is a Tier II participant.



36



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Tier I



Estimated Annual Benefits

Upon
Retirement at Age 65



After Completion of the Following
Years of Service(1)

(Years of Service)



|                |  |             |  |        |         |        |   |         |  |          |         |          |   |            |  |   |         |  |   |        
|--------------- |  | ----------- |  | ------ | ------- | ------ | - | ------- |  | -------- | ------- | -------- | - | ---------- |  | - | ------- |  | - | -------
|Remuneration(2) |  | Less than 4 |  | 4 or 5 |         | 6 or 7 |   | 8 or 9  |  | 10 or 11 |         | 12 or 13 |   | 14 or more
|$150,000        |  |            |  | $      | 30,000  |        | $ | 37,500  |  | $        | 45,000  |          | $ | 60,000     |  | $ | 75,000  |  | $ | 90,000 
|200,000         |  |            |  |        | 40,000  |        |   | 50,000  |  |          | 60,000  |          |   | 80,000     |  |   | 100,000 |  |   | 120,000
|250,000         |  |            |  |        | 50,000  |        |   | 62,500  |  |          | 75,000  |          |   | 100,000    |  |   | 125,000 |  |   | 150,000
|300,000         |  |            |  |        | 60,000  |        |   | 75,000  |  |          | 90,000  |          |   | 120,000    |  |   | 150,000 |  |   | 180,000
|350,000         |  |            |  |        | 70,000  |        |   | 87,500  |  |          | 105,000 |          |   | 140,000    |  |   | 175,000 |  |   | 210,000
|400,000         |  |            |  |        | 80,000  |        |   | 100,000 |  |          | 120,000 |          |   | 160,000    |  |   | 200,000 |  |   | 240,000
|450,000         |  |            |  |        | 90,000  |        |   | 112,500 |  |          | 135,000 |          |   | 180,000    |  |   | 225,000 |  |   | 270,000
|500,000         |  |            |  |        | 100,000 |        |   | 125,000 |  |          | 150,000 |          |   | 200,000    |  |   | 250,000 |  |   | 300,000
|550,000         |  |            |  |        | 110,000 |        |   | 137,500 |  |          | 165,000 |          |   | 220,000    |  |   | 275,000 |  |   | 330,000
|600,000         |  |            |  |        | 120,000 |        |   | 150,000 |  |          | 180,000 |          |   | 240,000    |  |   | 300,000 |  |   | 360,000



Tier II



Estimated Annual Benefits

Upon Retirement at Age 65



After Completion of the Following Years of Service(1)

(Years of Service)



|                |  |             |  |        |        |        |   |         |  |          |         |          |   |            |  |   |         |  |   |        
|--------------- |  | ----------- |  | ------ | ------ | ------ | - | ------- |  | -------- | ------- | -------- | - | ---------- |  | - | ------- |  | - | -------
|Remuneration(2) |  | Less than 4 |  | 4 or 5 |        | 6 or 7 |   | 8 or 9  |  | 10 or 11 |         | 12 or 13 |   | 14 or more
|$150,000        |  |            |  | $      | 22,500 |        | $ | 30,000  |  | $        | 37,500  |          | $ | 45,000     |  | $ | 52,500  |  | $ | 60,000 
|200,000         |  |            |  |        | 30,000 |        |   | 40,000  |  |          | 50,000  |          |   | 60,000     |  |   | 70,000  |  |   | 80,000 
|250,000         |  |            |  |        | 37,500 |        |   | 50,000  |  |          | 62,500  |          |   | 75,000     |  |   | 87,500  |  |   | 100,000
|300,000         |  |            |  |        | 45,000 |        |   | 60,000  |  |          | 75,000  |          |   | 90,000     |  |   | 105,000 |  |   | 120,000
|350,000         |  |            |  |        | 52,500 |        |   | 70,000  |  |          | 87,500  |          |   | 105,000    |  |   | 122,500 |  |   | 140,000
|400,000         |  |            |  |        | 60,000 |        |   | 80,000  |  |          | 100,000 |          |   | 120,000    |  |   | 140,000 |  |   | 160,000
|450,000         |  |            |  |        | 67,500 |        |   | 90,000  |  |          | 112,500 |          |   | 135,000    |  |   | 157,500 |  |   | 180,000
|500,000         |  |            |  |        | 75,000 |        |   | 100,000 |  |          | 125,000 |          |   | 150,000    |  |   | 175,000 |  |   | 200,000
|550,000         |  |            |  |        | 82,500 |        |   | 110,000 |  |          | 137,500 |          |   | 165,000    |  |   | 192,500 |  |   | 220,000
|600,000         |  |            |  |        | 90,000 |        |   | 120,000 |  |          | 150,000 |          |   | 180,000    |  |   | 210,000 |  |   | 240,000

---

|(1) |  | The amounts set forth in each table are computed as an annual benefit payable in the form of a straight-life annuity, commencing following the participants attainment of age
65, the normal retirement age under the SERP. The benefits listed in the tables are not subject to any deduction for Social Security or other offset amounts. The terms of the SERP permit a participant to retire as early as age 55, in which event he
or she will be entitled to receive the annual retirement benefit determined as of the actual retirement date, subject to reduction of the benefit (if the date of retirement is before age 60) at the rate of 5% per annum for the period between the
retirement date and the participants 60th birthday.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The amount of a participants remuneration for purposes of determining benefits under the tables is his/her highest annual compensation during any of the last five full
calendar years the participant is employed (or such smaller number of full calendar years if the participant has not worked for five years at the time of terminating his or her employment) or the 12-month period ending on the participants
termination of employment with the Partnership or Silver Legacy. Annual compensation for this purpose is the participants base salary plus his bonus. The SERP limits the amount of bonus that may be taken into account for this purpose to 150%
of base salary. A participant is credited with a year of service under the SERP for each period of 12 full months of employment with the Partnership or Silver Legacy, but service credit for periods prior to enrollment in the plan is limited to 10
years.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



37



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For purposes of determining their respective benefits pursuant to the SERP, each of our named executive
officers will have 14 or more credited years of service if he continues to be employed by the Partnership until age 65, the normal retirement age under the SERP. Each of our named executive officers had 10 credited years of service under the SERP as
of December 31, 2004.



Compensation Committee Interlocks and Insider
Participation



The compensation of the Partnerships
executive officers and Silver Legacys executives is determined by the Partnerships executive committee. The only individuals who served on the Partnerships executive committee during the year ended December 31, 2004 were Frank R.
Baldwin, Gene R. Carano, Stephen J. Greathouse, Robert M. Jones and Yvette E. Landau, each of whom is currently an executive committee member. None of the individuals who served on the executive committee during 2004 is or has ever been an officer
or employee of the Partnership or any subsidiary of the Partnership, including Capital.



During the year ended December 31, 2004, Gary L. Carano, the Partnerships Chief Executive Officer, served on the Board of Managers of Eldorado Resorts LLC, and Gene R. Carano, Vice President and Secretary of
Eldorado Resorts LLC, served on the Partnerships executive committee.



Three-Property Payments.    Registered hotel guests at Silver Legacy have the ability to charge to their hotel rooms the costs incurred at the restaurants and shops located within Circus
Circus Hotel and Casino, Eldorado Hotel & Casino and Silver Legacy. In addition, registered hotel guests at the Circus Circus Hotel and Casino and the Eldorado Hotel & Casino may charge costs incurred at Silver Legacy outlets to their hotel
rooms. Any of these charges that are incurred by a paying guest are paid by the guest when he or she checks out and Silver Legacy remits to the other two properties, or they remit to Silver Legacy, the respective amounts collected for charges
incurred at the other properties. In the case of registered guests who are provided room, food, beverage and other services on a complimentary basis, the property where the guest is registered pays the other property the respective amounts of any
charges to the guests room for services provided by the other property. The following table sets forth for the year ended December 31, 2004, the respective amounts paid for such complimentary charges by Silver Legacy to the Circus and Eldorado
properties and the respective amounts received by Silver Legacy from the Circus and Eldorado properties.



|              |  |               |  |        |       
|------------- |  | ------------- |  | ------ | ------
|Payor         |  | Payee         |  | Amount
|Silver Legacy |  | Circus Circus |  | $      |      
|Silver Legacy |  | Eldorado      |  |        | 22,340
|Circus Circus |  | Silver Legacy |  |        | 722   
|Eldorado      |  | Silver Legacy |  |        | 1,800 



The Eldorado Hotel
& Casino is owned by Eldorado Resorts LLC, which is 63.0% owned directly or indirectly by members of the Carano family, including Gary L. Carano, the Partnerships Chief Executive Officer, Glenn T. Carano, Secretary of the Partnership, and
Gene R. Carano, a member of the Partnerships executive committee.



Yvette E. Landau has, since June 1996, been an executive officer of Mandalay Resort Group which owns and operates the Circus Circus Hotel and Casino though a wholly owned subsidiary. Gene R. Carano is currently assistant general manager of
the Eldorado Hotel & Casino and was their general manager from 1996 through 2001. In addition, he has been a vice president and a member of the board of managers of the Eldorado Hotel & Casino since July 1996 and, since July 1996, he and
Robert M. Jones have been executive officers of Eldorado Resorts LLC, which owns 96% of ELLC. Steve Greathouse has since 1997 been an executive officer of various operating subsidiaries of Mandalay Resort Group.



Eldorado Limited Liability Company and Galleon,
Inc.    Subject to any contractual restrictions to which the Partnership is subject, including the indenture relating to the Notes, and prior to the occurrence of a Liquidating Event, the Partnership is required
by the Agreement of Joint Venture of Circus and Eldorado Joint Venture



38



---

dated as of March 1, 1994 (the Original Partnership Agreement, as the same was amended concurrent with the issuance of the Notes and subsequently
amended in April 2002, the Partnership Agreement) to make distributions to its partners as follows:



(a)  The estimated taxable income of the Partnership allocable to each partner multiplied by the greater of the maximum marginal
federal income tax rate applicable to individuals for such period or the maximum marginal federal income tax rate applicable for corporations for such period (as of the date hereof both rates are 35%); provided, however, that if the State of Nevada
enacts an income tax (including any franchise tax based on income), the applicable tax rate for any tax distributions subsequent to the effective date of such income tax shall be increased by the higher of the maximum marginal individual tax rate or
corporate income tax rate imposed by such tax (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate rate, respectively).



(b)  Annual distributions of remaining Net
Cash From Operations in proportion to the percentage interests of the partners.



(c)  Distributions of Net Cash From Operations in amounts or at times that differ from those described in (a) and
(b) above, provided in each case that both partners agree in writing to the distribution in advance thereof.



As defined in the Partnership Agreement, the term Net Cash From Operations means the gross cash proceeds received by the Partnership, less the
following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Partnership, including interest and scheduled principal payments on Partnership indebtedness, including indebtedness owed to the partners, if any,
(ii) all capital expenditures made by the Partnership, and (iii) such reasonable reserves as the partners deem necessary in good faith and in the best interests of the Partnership to meet anticipated future obligations and liabilities of the
Partnership (less any release of reserves previously established, as similarly determined). As defined in the Partnership Agreement, the term Liquidating Event means the first to occur of any of (i) January 1, 2053, (ii) the sale of all
or substantially all of the Partnership property, (iii) the unanimous vote of the partners to dissolve, wind up, and liquidate the Partnership, (iv) the happening of any other event that makes it unlawful or impossible to carry on the business of
the Partnership, (v) the occurrence of an Event of Bankruptcy (as defined the Partnership Agreement) of a partner, or (vi) the partners are unable to agree upon a replacement managing partner as provided in the Partnership Agreement.



The payments, representing tax distributions, made to the Partnerships
partners during the year ended December 31, 2004 were as follows:



|        |  |        |          
|------- |  | ------ | ---------
|Partner |  | Amount
|ELLC    |  | $      | 2,717,000
|Galleon |  | $      | 2,717,000



ELLC is 96% owned by
Eldorado Resorts LLC, which is 63.0% owned directly or indirectly by members of the Carano family, including Gary L. Carano, the Partnerships Chief Executive Officer, Glenn T. Carano, Secretary of the Partnership and Gene R. Carano, a member
of the Partnerships executive committee.



Recreational
Enterprises, Inc.    From time to time, Silver Legacy has utilized a King Air aircraft owned by King Air Operations LLC, a wholly owned subsidiary of Recreational Enterprises, Inc. (REI), for the purpose of
providing air service to select customers. During the year ended December 31, 2004, the Partnership paid $24,600 for such services. We believe the terms on which we have utilized this service are at least as favorable as those that would be
available from an unrelated third party. Although there is no agreement obligating the Partnership to utilize the plane or entitling it to do so, it is anticipated that the Partnership will continue to utilize this service from time to time in the
future on terms mutually acceptable to the parties. REI, which owns 55% of Eldorado Resorts LLC, is owned by various members of the Carano family, including Gary L. Carano, Silver Legacys General Manager, Glenn T. Carano, Silver Legacys
Executive Director of Marketing, and Gene R. Carano, a member of the Partnerships executive committee, each of whom owns an approximately 10.1% beneficial interest in REI, and Donald L. Carano, the father of Gary, Glenn and Gene Carano, who
owns an approximately 49.5% interest in REI.



39



---

Sierra Adventure Equipment Leasing, Inc.    From time to time, Silver
Legacys marketing and sales departments have utilized a yacht owned by Sierra Adventure Equipment Leasing, Inc. (Sierra Leasing) for various promotional events. The payments made by the Partnership to Sierra Leasing for the use of
the yacht during the year ended December 31, 2004 were based on a flat rate per trip of $2,500 ($1,250 if the trip was shared with our partner, ELLC) and totaled $15,000. Although there is no agreement obligating the Partnership to utilize the yacht
or entitling it to do so, it is anticipated that the Partnership will continue to utilize this service from time to time in the future on terms mutually acceptable to the parties. Sierra Leasing is owned by Donald L. Carano, the father of Gary L.
Carano, Silver Legacys General Manager, Glenn T. Carano, Silver Legacys Executive Director of Marketing, and Gene R. Carano, a member of the Partnerships executive committee.



Eldorado Resorts LLC.    Eldorado Resorts LLC owns
the skywalk that connects Silver Legacy with the Eldorado Hotel & Casino. The charges from the service provider for the utilities associated with this skywalk are billed to the Partnership together with the charges for the utilities associated
with Silver Legacy. Such charges are paid to the service provider by the Partnership, and the Partnership is reimbursed by Eldorado Resorts LLC for the portion of the charges allocable to the utilities provided to the skywalk. The charges for the
utilities provided to the skywalk during the year ended December 31, 2004 totaled $75,600.



Since 1998, the Partnership has purchased from Eldorado Resorts LLC homemade pasta and other products for use in the restaurants at Silver Legacy and it is anticipated that the Partnership will continue to make
similar purchases in the future. For purchases of these products during the year ended December 31, 2004, which are billed to the Partnership at cost plus associated labor, the Partnership paid Eldorado Resorts LLC $53,100. ELLC, which owns 50% of
the Partnership, is 96% owned by Eldorado Resorts LLC.



Mandalay Resort Group.    Silver Legacy utilizes 235 spaces in the parking garage at the Circus Circus Hotel and Casino to provide parking for employees of Silver Legacy. In consideration for its use of the
spaces, the Partnership pays the Circus Circus Hotel and Casino rent in the amount of $5,000 per month. We believe the terms on which we have utilized this service are at least as favorable as those that would have been available from an unrelated
third party. Although there is no agreement obligating the Partnership to continue utilizing the spaces or entitling it to do so, it is anticipated that the Partnership will continue this arrangement for the foreseeable future. The Circus Circus
Hotel and Casino is owned by a wholly owned subsidiary of Mandalay Resort Group.



Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Capital



All of the issued and outstanding capital stock of Capital is owned by the
Partnership.



The Partnership



The Partnership is a joint venture in the form of a general partnership in
which Galleon, Inc., a wholly owned subsidiary of Mandalay Resort Group and the Partnerships managing partner, and Eldorado Limited Liability Company, a 96% owned subsidiary of Eldorado Resorts LLC, each owns a 50% equity interest.



As we reported in a filing on Form 8-K dated June 18, 2004, Mandalay
Resort Group (Mandalay), MGM MIRAGE (MGM) and MGM MIRAGE Acquisition Co. #61, a wholly owned subsidiary of MGM, announced on June 16, 2004 that they had entered into a merger agreement pursuant to which MGM will acquire
Mandalay for $71.00 in cash for each share of common stock of Mandalay. The transaction is structured as a merger of MGM MIRAGE Acquisition Co. #61 with and into Mandalay and is subject to regulatory and other customary conditions. According to
Mandalays public filings, it has received from MGM MIRAGE a notice of MGM MIRAGEs election to extend the outside date for the closing of the merger from March 31, 2005 to June 30, 2005 in accordance with the provisions of the merger
agreement. Copies of the merger agreement, the notice of extension and the press releases announcing the merger transaction and the election to extend are incorporated by reference as exhibits to this report, and the information in this paragraph is
qualified in its entirety by reference to those exhibits.



40



---

The following table sets forth certain information as of the date hereof with respect to the beneficial
ownership of partnership interests in the Partnership by (i) each person known by the Partnership to be a beneficial owner of a greater than 5% interest in the Partnership, (ii) each partner in the Partnership, (iii) each member of the executive
committee of the Partnership, (iv) each director of Capital, (v) each executive officer of the Partnership and Capital, (vi) Glenn W. Schaeffer, the sole officer and director of Galleon, (vii) all executive committee members and executive officers
of the Partnership, as a group, and (viii) all directors and executive officers of Capital, as a group. Except as otherwise indicated in the footnotes to the table below, Galleon, Inc. and Eldorado Limited Liability Company each has sole voting and
dispositive power with respect to its interest in the Partnership. Except as otherwise indicated, the address of each person listed in the table below is c/o Circus and Eldorado Joint Venture, 407 North Virginia Street, Reno, Nevada 89501.



|                                                                                      |  |                                                                         |  
|------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- | -
|                                                                                      |  | Percentage of Partnership Interest in Circus and Eldorado Joint Venture |  
|Galleon, Inc.(1)                                                                      |  | 50                                                                      | %
|Eldorado Limited Liability Company(2)                                                 |  | 50                                                                      | %
|Mandalay Resort Group(1)                                                              |  | 50                                                                      | %
|Eldorado Resorts LLC(2)                                                               |  | 50                                                                      | %
|Recreational Enterprises, Inc.(2)                                                     |  | 50                                                                      | %
|Donald L. Carano(2)                                                                   |  | 50                                                                      | %
|Gary L. Carano                                                                        |  |                                                                        |  
|Michael F. Whitemaine                                                                 |  |                                                                        |  
|Glenn T. Carano                                                                       |  |                                                                        |  
|Bruce C. Sexton                                                                       |  |                                                                        |  
|Gene R. Carano                                                                        |  |                                                                        |  
|Stephen J. Greathouse                                                                 |  |                                                                        |  
|Robert M. Jones                                                                       |  |                                                                        |  
|Yvette E. Landau                                                                      |  |                                                                        |  
|Frank R. Baldwin                                                                      |  |                                                                        |  
|Glenn W. Schaeffer(3)                                                                 |  | 50                                                                      | %
|All executive officers and executive committee members of the Partnership, as a group |  |                                                                        |  
|All executive officers and directors of Capital, as a group                           |  |                                                                        |  

---

|(1) |  | Galleon, Inc. is a wholly owned subsidiary of Mandalay Resort Group. Under Rule 13d-3 of the Securities Exchange Act of 1934, Mandalay Resort Group may be deemed to be an indirect
beneficial owner of the interest in the Partnership owned by Galleon, Inc. by virtue of its ownership of Galleon, Inc. The address of Galleon, Inc. and Mandalay Resort Group is 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Eldorado Limited Liability Company is a 96% owned subsidiary of Eldorado Resorts LLC. Under Rule 13d-3 of the Securities Exchange Act of 1934, Eldorado Resorts LLC, and, in turn,
Recreational Enterprises, Inc., the 55% owner of Eldorado Resorts LLC, and Donald L. Carano, who owns 49.5% of Recreational Enterprises, Inc. and 3% of Eldorado Resorts LLC, may each be deemed to be an indirect beneficial owner of the interest in
the Partnership owned by Eldorado Limited Liability Company by virtue of their direct and indirect controlling interests in Eldorado Limited Liability Company. The address of Eldorado Limited Liability Company, Eldorado Resorts LLC and Donald L.
Carano is P.O. Box 3399, Reno, Nevada 89505. The address of Recreational Enterprises, Inc. is P.O. Box 2540, Reno, Nevada 89505.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Under Rule 13d-3 of the Securities and Exchange Act of 1934, Glenn W. Schaeffer may be deemed to be an indirect beneficial owner of the interest in the Partnership owned by Galleon,
Inc. by virtue of his position as the sole officer and director of Galleon, Inc. The address of Glenn W. Schaeffer is 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Transfer of Partnership Interests



Except as expressly permitted by the Partnership Agreement, neither partner
may transfer all or any portion of its interest in the Partnership or any rights therein without the unanimous consent of both partners. The Partnership



41



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Agreement provides that a partner may transfer or convey all or any portion of its interest in the Partnership to an affiliate of such partner (subject to
certain limitations), members of the partners family (which includes the partners spouse, natural or adoptive lineal descendants, and trusts for their benefit), another partner, a personal representative of the partner or any person or
entity approved by the unanimous consent of the partners.



Unless otherwise agreed by Galleon, Donald L. Carano or a member of his immediate family acceptable to Galleon, which acceptance may not be unreasonably withheld, or an affiliate controlled by Donald L. Carano or a member of his immediate
family acceptable to Galleon, which acceptance may not be unreasonably withheld, is required to be the manager of and control ELLC (or, if applicable, any entity that is a permitted transferee and to which ELLC has transferred its interest in the
Partnership). Unless otherwise agreed by ELLC, which may not be unreasonably withheld, Galleon (or, if applicable, any entity that is a permitted transferee and to which Galleon has transferred its interest in the Partnership) is required to be
controlled by Mandalay Resort Group. In the event the limitation in this paragraph with respect to either partner is breached, the other partner will have the right (but not be required) to exercise the buy-sell provisions described below.



Incorporated herein by reference is the information concerning
our partners pledges of their interests in the Partnership to secure the repayment of the indebtedness incurred pursuant to the Credit Facility and the Notes included under the captions The Notes and Senior Secured Credit
Facility in the Liquidity and Capital Resources section of our Managements Discussion and Analysis of our Financial Condition and Results of Operations in Item 7 of this report.



Limitation on Partners Actions



The Partnership Agreement includes each partners covenant and
agreement not to (i) take any action to require partition or to compel any sale with respect to its Partnership interest, (ii) take any action to file a certificate of dissolution or its equivalent with respect to itself, (iii) take any action that
would cause a bankruptcy of such partner, (iv) withdraw or attempt to withdraw from the Partnership, (v) exercise any power under the Nevada Uniform Partnership Act to dissolve the Partnership, (vi) transfer all or any portion of its interest in the
Partnership (other than as permitted hereunder), (vii) petition for judicial dissolution of the Partnership, or (viii) demand a return of such partners contributions or profits (or a bond or other security for the return of such contributions
or profits) without the unanimous consent of the partners. The Partnership Agreement also provides that if a partner attempts to (A) cause a partition or (B) withdraw from the Partnership or dissolve the Partnership, or otherwise take any action in
breach of its aforementioned agreements, the Partnership shall continue and (1) the breaching partner shall immediately cease to have the authority to act as a partner, (2) the other partner shall have the right (but shall not be obligated unless it
was so obligated prior to such breach) to manage the affairs of the Partnership, (3) the breaching partner shall be liable in damages, without requirement of a prior accounting, to the Partnership for all costs and liabilities that the Partnership
or any partner may incur as a result of such breach, (4) distributions to the breaching partner shall be reduced to 75% of the distributions otherwise payable to the breaching partner and (5) the breaching partner shall continue to be liable to the
Partnership for any obligations of the Partnership pursuant to the Partnership Agreement, and to be jointly and severally liable with the other partners for any debts and liabilities (whether actual or contingent, known or unknown) of the
Partnership existing at the time the breaching partner withdraws or dissolves.



Buy-Sell Provision



At any time on or after
July 1, 2005 either partner (provided such partner is not in default of any of the provisions of the Partnership Agreement) may make an offer to purchase (Offer) the interest of the other partner, which will constitute an irrevocable
offer by the partner giving the Offer either to (i) purchase all, but not less than all, of the interest in the Partnership of the other partner free of liens and encumbrances for the amount specified in the Offer (the Sales Price), or
(ii) sell all, but not less than all, of its interest in the Partnership free of liens and encumbrances to the other partner for the amount specified in the Offer (the Purchase Price). The partner receiving an Offer will have a period of
two months to accept the Offer to sell at the Sales Price or, in the



42



---

alternative, to require that the offering partner sell its interest to the other partner at the Purchase Price. The closing of the transaction for the sale
or purchase of the Partnership interest shall occur not later than six months after the notice of election or at such other time as may be required by the Nevada Gaming Authorities. Subject to any agreements to which the Partnership is a party, the
partner purchasing the Partnership interest (the Purchasing Partner) shall be entitled to encumber the Partnership property in order to finance the purchase, provided that the other partner (the Selling Partner) will have no
liability, contingent or otherwise, under such financing. The Purchasing Partner may assign all or part of its right to purchase the Partnership interest of the Selling Partner to an affiliate of the Purchasing Partner, provided that no such
assignment relieves the Purchasing Partner of its obligations in the event of a default by the affiliate.



Dissolution, Winding Up and Liquidation



The Partnership Agreement provides that the Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of (i) January 1, 2053, (ii) the sale of all or substantially all of the
Partnership property, (iii) the unanimous vote of the partners to dissolve, wind up, and liquidate the Partnership, (iv) the happening of any other event that makes it unlawful or impossible to carry on the business of the Partnership, (v) the
occurrence of an Event of Bankruptcy (as defined the Partnership Agreement) of a partner, or (vi) the partners are unable to agree upon a replacement managing partner as provided in the Partnership Agreement (each, a Liquidating Event).



The Partnership Agreement also includes the partners
agreement that the Partnership shall not dissolve prior to the occurrence of a Liquidating Event, notwithstanding any provision of the Nevada Uniform Partnership Act to the contrary. If it is determined by a court of competent jurisdiction that the
Partnership has dissolved prior to the occurrence of a Liquidating Event, the partners have agreed to continue the business of the Partnership without a winding up or liquidation.



Upon the occurrence of a Liquidating Event, the Partnership will continue solely for the purpose of winding up its affairs
in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and partners. The managing partner will be responsible for overseeing the winding up and liquidation of the Partnership, taking full account of the
Partnerships liabilities and assets, causing the assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and causing the proceeds therefrom, to the extent sufficient therefore, to be applied and
distributed (i) first, to the payment and discharge of all of the Partnerships debts and liabilities to creditors other than partners, (ii) second, to the payment and discharge of all of the Partnerships debts and liabilities to
partners, and (iii) the balance, if any, to the partners in the amount of their respective capital accounts, after giving effect to all contributions, distributions, and allocations for all periods or portions thereof.



Equity Compensation Plans



The following tables set forth certain information relating to equity
compensation plans as of December 31, 2004 for the Partnership and Capital, respectively.



Equity Compensation Plan InformationThe Partnership



|                                                           |  |                                                                                                |  |                                                                                |  |                                                                                                                                               
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Plan category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) |  | Weighted-average exercise price of outstanding options, warrants and rights(b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)
|Equity compensation plans approved by security holders     |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          
|Equity compensation plans not approved by security holders |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          
|Total                                                      |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          





43



---

Equity Compensation Plan InformationCapital



|                                                           |  |                                                                                                |  |                                                                                |  |                                                                                                                                               
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Plan category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights(a) |  | Weighted-average exercise price of outstanding options, warrants and rights(b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)
|Equity compensation plans approved by security holders     |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          
|Equity compensation plans not approved by security holders |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          
|Total                                                      |  | None                                                                                           |  |                                                                               |  | None                                                                                                                                          



Item
13.    Certain Relationships and Related Transactions.



For information concerning certain transactions, including transactions with entities of which a member of the Partnerships executive committee is an executive officer or owns a beneficial interest in excess of
10%, see the discussion under the heading Compensation Committee Interlocks and Insider Participation in Item 11 of this annual report, which is incorporated herein by reference.



Item 14.    Principal Accountant Fees and Services.



The following table summarizes amounts billed by our auditors, Deloitte and
Touche LLP, for accounting fees and services for the years ended December 31, 2004 and 2003.



|                   |  |      |         |      |   |        
|------------------ |  | ---- | ------- | ---- | - | -------
|                   |  | 2004 |         | 2003
|Audit fees         |  | $    | 106,400 |      | $ | 101,800
|Audit-related fees |  |      |        |      |   | 12,500 
|Tax fees           |  |      |        |      |   | 3,900  
|All other fees     |  |      |        |      |   |       



Audit fees include the
aggregate fees billed for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q.



Audit-related fees include the aggregate fees billed for services related to
the audit of our 401(k) financial statements.



Tax fees include
professional services rendered for tax compliance, tax advice and tax planning.



All of the services provided by Deloitte and Touche LLP for 2004 and 2003 were approved by our audit committee, in each case, prior to the engagement.



We have an established policy which requires the prior approval by our audit committee of any services provided by our
auditors, Deloitte and Touche LLP.



44



---

Item 15.    Exhibits and Financial Statement Schedules.



| | (a)(1) |  | Consolidated Financial Statements:
| | ------ |  | ----------------------------------



Incorporated by reference in Item 8 of this annual report and included on pages F-1 through F-17 hereof are the following consolidated financial
statements of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. and the report thereon of independent registered public accounting firm:



Report of Independent Registered Public Accounting Firm,



Consolidated Balance Sheets at December 31, 2004 and 2003



Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002



Consolidated Statements of Partners Equity for the Years Ended December 31, 2004, 2003 and 2002



Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002



Notes to Consolidated Financial Statements



45



---

| | (a)(2) |  | Supplemental Financial Statement Schedules:
| | ------ |  | -------------------------------------------



SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS

(in thousands)



|                                     |  |                              |       |                               |   |            |  |                        |     |  |   |      
|------------------------------------ |  | ---------------------------- | ----- | ----------------------------- | - | ---------- |  | ---------------------- | --- |  | - | -----
|                                     |  | Years ended December 31,    
|                                     |  | Balance at Beginning of Year |       | Charged to Costs and Expenses |   | Deductions |  | Balance at End of Year
|2004 Allowance for doubtful accounts |  | $                            | 1,361 |                               | $ | 410        |  | $                      | 515 |  | $ | 1,256
|2003 Allowance for doubtful accounts |  |                              | 1,630 |                               |   | 437        |  |                        | 706 |  |   | 1,361
|2002 Allowance for doubtful accounts |  |                              | 1,304 |                               |   | 835        |  |                        | 509 |  |   | 1,630



| | (a)(3) |  | The following exhibits are filed as part of this annual report or incorporated herein by reference:
| | ------ |  | ---------------------------------------------------------------------------------------------------



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1            |  | Articles of Incorporation of Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Registrants Form S-4
Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                  
|               | 
|3.2            |  | Bylaws of Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 3.2 to the Registrants Form S-4 Registration
StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                     
|               | 
|3.3            |  | Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture between Eldorado Limited Liability Company and
Galleon, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                         
|               | 
|4.1            |  | Indenture, dated as of March 5, 2002, among the Registrants and The Bank of New York, with respect to the 101/8% Mortgage Notes due 2012 (Incorporated by reference to Exhibit 10.10.1 to the Annual Report of Eldorado Resorts
LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                         
|               | 
|4.2            |  | Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents, dated as of February 26, 2002, by Circus and Eldorado Joint
Venture, to First American Title Company of Nevada for the benefit of The Bank of New York, as trustee (Incorporated by reference to Exhibit 10.10.2 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No.
333-11811) on Form 10-K for the year ended December 31, 2001)
|               | 
|4.3            |  | Security Agreement, dated as of March 5, 2002, by the Registrants for the benefit of The Bank of New York, as trustee (Incorporated by
reference to Exhibit 10.10.3 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                            
|               | 
|4.4            |  | Assignment of Rent and Revenues, entered into as of February 26, 2002, between Circus and Eldorado Joint Venture and The Bank of New York,
as trustee (Incorporated by reference to Exhibit 10.10.4 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                            
|               | 
|4.5            |  | Collateral Account Agreement, dated as of March 5, 2002, among the Registrants and The Bank of New York, as trustee (Incorporated by
reference to Exhibit 10.10.5 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                              
|               | 
|4.6            |  | Environmental Indemnity, entered into as of March 5, 2002, by the Registrants (Incorporated by reference to Exhibit 10.10.6 to the Annual
Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                    



46



---

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.7           |  | Registration Rights Agreement, dated as of March 5, 2002, among the Registrants and Banc of America Securities LLC (Incorporated by
reference to Exhibit 4.7 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                         
|              | 
|4.8           |  | Guaranty, dated as of March 5, 2002, made by Silver Legacy Capital Corp. in favor of Bank of America, N.A., as administrative agent
(Incorporated by reference to Exhibit 10.9.3 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                                                
|              | 
|4.9           |  | Second Amended and Restated Security Agreement, dated as of March 5, 2002, between Circus and Eldorado Joint Venture and Bank of America,
N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.4 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                                                                                                                                                            
|              | 
|4.10          |  | Guarantor Security Agreement, dated as of March 5, 2002, between Silver Legacy Capital Corp. and Bank of America, N.A., as administrative
agent (Incorporated by reference to Exhibit 10.9.5 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                                    
|              | 
|4.11          |  | Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents, dated as of
February 26, 2002, but effective March 5, 2002, among Circus and Eldorado Joint Venture, First American Title Company of Nevada, as trustee, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.6 to the
Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)
|              | 
|4.12          |  | Second Amended and Restated Assignment of Rents and Revenues, entered into as of February 26, 2002, but effective as of March 5, 2002,
between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.7 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form
10-K for the year ended December 31, 2001)                                                                                                
|              | 
|4.13          |  | Second Amended and Restated Collateral Account Agreement, dated March 5, 2002, between Circus and Eldorado Joint Venture and Bank of
America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.8 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                                                                                                                                                        
|              | 
|4.14          |  | Intercreditor Agreement, dated as of March 5, 2002, among Bank of America, N.A., as administrative agent, The Bank of New York, as trustee,
and the Registrants (Incorporated by reference to Exhibit 10.9.9 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                    
|              | 
|10.1*         |  | Silver Legacy Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to the Registrants Form S-4
Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                                                                                      
|              | 
|10.2          |  | Letter Agreement, dated June 13, 2002, between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to
Exhibit 10.2 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                                
|              | 
|10.3          |  | Letter Agreement, dated April 8, 2003, between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the period ended March 31, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                              



47



---

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4          |  | Second Amended and Restated Credit Agreement, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, Bank of America, N.A.,
Bank of Scotland, and U.S. Bank National Association (Incorporated by reference to Exhibit 10.9.2 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                    
|              | 
|10.5          |  | Amendment No. 1 to Second Amended and Restated Credit Agreement dated November 4, 2003 between Circus and Eldorado Joint Venture and Bank
of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                        
|              | 
|10.6          |  | Modification of Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rights
dated November 3, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2003Commission File
Nos. 333-87202 and 333-87202(01))
|              | 
|10.7          |  | Agreement and Plan of Merger dated as of June 15, 2004, among MGM MIRAGE, Mandalay Resort Group and MGM MIRAGE Acquisition Co. #61, a
wholly owned subsidiary of MGM MIRAGE (Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed June 18, 2004Commission File Nos. 333-87202 and 333-87202(01))                                                                               
|              | 
|10.8          |  | Notice of Extension of Outside Date dated as of March 22, 2005 (Incorporated by reference to Exhibit 99.2 to Mandalay Resort Groups
Current Report on Form 8-K filed March 28, 2005Commission File No. 1-8570)                                                                                                                                                                                                         
|              | 
|14            |  | Financial Code of Ethics (Incorporated by reference to Exhibit 14 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                  
|              | 
|21            |  | Subsidiaries of Registrants (Incorporated by reference to Exhibit 21 to the Registrants Form S-4 Registration
StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                               
|              | 
|31.1          |  | Certification of Gary L. Carano                                                                                                                                                                                                                                                                                                                                                                                          
|              | 
|31.2          |  | Certification of Bruce C. Sexton                                                                                                                                                                                                                                                                                                                                                                                         
|              | 
|32.1          |  | Certification of Gary L. Carano pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                       
|              | 
|32.2          |  | Certification of Bruce C. Sexton pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                      
|              | 
|99.1          |  | Press Release dated as of June 16, 2004, jointly issued by MGM MIRAGE and Mandalay Resort Group (Incorporated by reference to Exhibit 99.1
to the Registrants Current Report on Form 8-K filed June 18, 2004Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                          
|              | 
|99.2          |  | Press release dated as of March 23, 2005 (Incorporated by reference to Exhibit 99.3 to Mandalay Resort Groups Current Report on Form
8-K filed March 28, 2005Commission File No. 1-8570)                                                                                                                                                                                                                               

---

|* |  | Constitutes a management contract or compensatory plan or arrangement.
|- |  | ----------------------------------------------------------------------



48



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



|                      |  |                                   |  |                                        
|--------------------- |  | --------------------------------- |  | ---------------------------------------
|                      |  | CIRCUS AND ELDORADO JOINT VENTURE
|                      |  |                                  
|Dated: March 30, 2005 |  | By:                               |  | /S/    GARY L.
CARANO                  
|                      |  |                                   |  | Gary L. Carano, Chief Executive Officer
|                      | 
|                      |  | SILVER LEGACY CAPITAL CORP.      
|                      |  |                                  
|Dated: March 30, 2005 |  | By:                               |  | /S/    GARY L.
CARANO                  
|                      |  |                                   |  | Gary L. Carano, Chief Executive Officer



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.



|                                                  |  |                                                                                                                                                                                                                                                                      |  |               
|------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                         |  | Title(s)                                                                                                                                                                                                                                                             |  | Date          
|                                                  |  |                                                                                                                                                                                                                                                                     
|/S/    GARY L.
CARANOGary L.
Carano               |  | Chief Executive Officer of Circus and Eldorado Joint Venture and President and Chief Executive Officer of Silver Legacy Capital Corp.
(Principal Executive Officer of each Registrant)                                                                               |  | March 30, 2005
|                                                  |  |                                                                                                                                                                                                                                                                     
|/S/    BRUCE C.
SEXTONBruce C.
Sexton             |  | Controller and Chief Accounting and Financial Officer of Circus and Eldorado Joint Venture and Treasurer and Chief Accounting and Financial
Officer of Silver Legacy Capital Corp. (Principal Accounting Officer and Principal Financial Officer of each Registrant) |  | March 30, 2005
|                                                  |  |                                                                                                                                                                                                                                                                     
|/S/    GENE R.
CARANOGene R.
Carano               |  | Member of the Executive Committee of Circus and Eldorado Joint Venture and Director of Silver Legacy Capital Corp.                                                                                                                                                   |  | March 30, 2005
|                                                  |  |                                                                                                                                                                                                                                                                     
|/S/    STEPHEN J.
GREATHOUSEStephen J.
Greathouse |  | Member of the Executive Committee of Circus and Eldorado Joint Venture and Director of Silver Legacy Capital Corp.                                                                                                                                                   |  | March 30, 2005
|                                                  |  |                                                                                                                                                                                                                                                                     
|/S/    ROBERT M.
JONESRobert M.
Jones             |  | Member of the Executive Committee of Circus and Eldorado Joint Venture and Director of Silver Legacy Capital Corp.                                                                                                                                                   |  | March 30, 2005



49



---

|                                        |  |                                                                                                                    |  |               
|--------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------------
|Signature                               |  | Title(s)                                                                                                           |  | Date          
|                                        |  |                                                                                                                   
|/S/    YVETTE E.
LANDAUYvette E.
Landau |  | Member of the Executive Committee of Circus and Eldorado Joint Venture and Director of Silver Legacy Capital Corp. |  | March 30, 2005
|                                        |  |                                                                                                                   
|/S/    FRANK R.
BALDWINFrank R.
Baldwin |  | Member of the Executive Committee of Circus and Eldorado Joint Venture and Director of Silver Legacy Capital Corp. |  | March 30, 2005



50



---

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THIS ACT.



Other than copies of its annual reports filed with the Securities and Exchange Commission on Form 10-K, the Partnership and Capital do not provide annual reports to their security holders, and no proxy soliciting material has been sent, or
is currently anticipated to be sent, to securities holders.



51



---

INDEX TO EXHIBITS

FORM 10-K

Fiscal Year Ended

December 31, 2004



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1           |  | Articles of Incorporation of Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Registrants Form S-4
Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                  
|              | 
|3.2           |  | Bylaws of Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 3.2 to the Registrants Form S-4 Registration
StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                     
|              | 
|3.3           |  | Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture between Eldorado Limited Liability Company and
Galleon, Inc. (Incorporated by reference to Exhibit 3.3 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                         
|              | 
|4.1           |  | Indenture, dated as of March 5, 2002, among the Registrants and The Bank of New York, with respect to the 101/8% Mortgage Notes due 2012 (Incorporated by reference to Exhibit 10.10.1 to the Annual Report of Eldorado Resorts
LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                         
|              | 
|4.2           |  | Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents, dated as of February 26, 2002, by Circus and Eldorado Joint
Venture, to First American Title Company of Nevada for the benefit of The Bank of New York, as trustee (Incorporated by reference to Exhibit 10.10.2 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No.
333-11811) on Form 10-K for the year ended December 31, 2001)
|              | 
|4.3           |  | Security Agreement, dated as of March 5, 2002, by the Registrants for the benefit of The Bank of New York, as trustee (Incorporated by
reference to Exhibit 10.10.3 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                            
|              | 
|4.4           |  | Assignment of Rent and Revenues, entered into as of February 26, 2002, between Circus and Eldorado Joint Venture and The Bank of New York,
as trustee (Incorporated by reference to Exhibit 10.10.4 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                            
|              | 
|4.5           |  | Collateral Account Agreement, dated as of March 5, 2002, among the Registrants and The Bank of New York, as trustee (Incorporated by
reference to Exhibit 10.10.5 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                              
|              | 
|4.6           |  | Environmental Indemnity, entered into as of March 5, 2002, by the Registrants (Incorporated by reference to Exhibit 10.10.6 to the Annual
Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                    
|              | 
|4.7           |  | Registration Rights Agreement, dated as of March 5, 2002, among the Registrants and Banc of America Securities LLC (Incorporated by
reference to Exhibit 4.7 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                        
|              | 
|4.8           |  | Guaranty, dated as of March 5, 2002, made by Silver Legacy Capital Corp. in favor of Bank of America, N.A., as administrative agent
(Incorporated by reference to Exhibit 10.9.3 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                               



52



---

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.9           |  | Second Amended and Restated Security Agreement, dated as of March 5, 2002, between Circus and Eldorado Joint Venture and Bank of America,
N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.4 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                                                                                                                                                            
|              | 
|4.10          |  | Guarantor Security Agreement, dated as of March 5, 2002, between Silver Legacy Capital Corp. and Bank of America, N.A., as administrative
agent (Incorporated by reference to Exhibit 10.9.5 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                                    
|              | 
|4.11          |  | Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents, dated as of
February 26, 2002, but effective March 5, 2002, among Circus and Eldorado Joint Venture, First American Title Company of Nevada, as trustee, and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.6 to the
Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)
|              | 
|4.12          |  | Second Amended and Restated Assignment of Rents and Revenues, entered into as of February 26, 2002, but effective as of March 5, 2002,
between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.7 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form
10-K for the year ended December 31, 2001)                                                                                                
|              | 
|4.13          |  | Second Amended and Restated Collateral Account Agreement, dated March 5, 2002, between Circus and Eldorado Joint Venture and Bank of
America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.9.8 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                                                                                                                                                        
|              | 
|4.14          |  | Intercreditor Agreement, dated as of March 5, 2002, among Bank of America, N.A., as administrative agent, The Bank of New York, as trustee,
and the Registrants (Incorporated by reference to Exhibit 10.9.9 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31, 2001)                                                                                                                                                                    
|              | 
|10.1*         |  | Silver Legacy Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to the Registrants Form S-4
Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                                                                                      
|              | 
|10.2          |  | Letter Agreement, dated June 13, 2002, between Circus and Eldorado Joint Venture and Bank of America N.A. (Incorporated by reference to
Exhibit 10.2 to the Registrants Form S-4 Registration StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                                                                 
|              | 
|10.3          |  | Letter Agreement, dated April 8, 2003, between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the period ended March 31, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                              
|              | 
|10.4          |  | Second Amended and Restated Credit Agreement, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, Bank of America, N.A.,
Bank of Scotland, and U.S. Bank National Association (Incorporated by reference to Exhibit 10.9.2 to the Annual Report of Eldorado Resorts LLC and Eldorado Capital Corp. (Commission File No. 333-11811) on Form 10-K for the year ended December 31,
2001)                                                                                                                                      
|              | 
|10.5          |  | Amendment No. 1 to Second Amended and Restated Credit Agreement dated November 4, 2003 between Circus and Eldorado Joint Venture and Bank
of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                          



53



---

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                              
|10.6          |  | Modification of Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rights
dated November 3, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q for the period ended September 30, 2003Commission File
Nos. 333-87202 and 333-87202(01))
|              | 
|10.7          |  | Agreement and Plan of Merger dated as of June 15, 2004, among MGM MIRAGE, Mandalay Resort Group and MGM MIRAGE Acquisition Co. #61, a
wholly owned subsidiary of MGM MIRAGE (Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K filed June 18, 2004Commission File Nos. 333-87202 and 333-87202(01))                                                                               
|              | 
|10.8          |  | Notice of Extension of Outside Date dated as of March 22, 2005 (Incorporated by reference to Exhibit 99.2 to Mandalay Resort Groups
Current Report on Form 8-K filed March 28, 2005Commission File No. 1-8570)                                                                                                                                                                                                         
|              | 
|14            |  | Financial Code of Ethics (Incorporated by reference to Exhibit 14 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 2003Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                  
|              | 
|21            |  | Subsidiaries of Registrants (Incorporated by reference to Exhibit 21 to the Registrants Form S-4 Registration
StatementCommission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                                                                                                               
|              | 
|31.1          |  | Certification of Gary L. Carano                                                                                                                                                                                                                                                                                                                                                                                          
|              | 
|31.2          |  | Certification of Bruce C. Sexton                                                                                                                                                                                                                                                                                                                                                                                         
|              | 
|32.1          |  | Certification of Gary L. Carano pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                       
|              | 
|32.2          |  | Certification of Bruce C. Sexton pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                      
|              | 
|99.1          |  | Press Release dated as of June 16, 2004, jointly issued by MGM MIRAGE and Mandalay Resort Group (Incorporated by reference to Exhibit 99.1
to the Registrants Current Report on Form 8-K filed June 18, 2004Commission File Nos. 333-87202 and 333-87202(01))                                                                                                                                                          
|              | 
|99.2          |  | Press release dated as of March 23, 2005 (Incorporated by reference to Exhibit 99.3 to Mandalay Resort Groups Current Report on Form
8-K filed March 28, 2005Commission File No. 1-8570)                                                                                                                                                                                                                               

---

|* |  | Constitutes a management contract or compensatory plan or arrangement.
|- |  | ----------------------------------------------------------------------



54



---

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                 |  |     
|------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                 |  | Page
|Report of Independent Registered Public Accounting Firm                                          |  | F-2 
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                     |  | F-3 
|Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002           |  | F-4 
|Consolidated Statements of Partners Equity for the years ended December 31, 2004, 2003 and 2002 |  | F-5 
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002       |  | F-6 
|Notes to Consolidated Financial Statements                                                       |  | F-7 



F-1



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Partners of

Circus and Eldorado Joint Venture

(doing business as Silver Legacy Resort Casino) :



We have audited the accompanying consolidated balance sheets of Circus and Eldorado Joint Venture (doing business as Silver Legacy Resort Casino) and subsidiary (collectively, the Joint Venture) as of December 31, 2004 and 2003,
and the related consolidated statements of income, partners equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the consolidated financial statement schedule included in Item
15(a)(2). These financial statements and financial statement schedule are the responsibility of the Joint Ventures management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on
our audits.



We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Joint Venture is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Joint Ventures internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.



In our opinion,
such consolidated financial statements present fairly, in all material respects, the financial position of Circus and Eldorado Joint Venture (doing business as Silver Legacy Resort Casino) and subsidiary as of December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



DELOITTE & TOUCHE LLP



Reno, Nevada

March 28, 2005



F-2



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



CONSOLIDATED BALANCE SHEETS



As of December 31, 2004 and 2003

(In thousands)



|                                        |  |      |         |      |   |        
|--------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                        |  | 2004 |         | 2003
|ASSETS                                  |  |      |         |      |   |        
|CURRENT ASSETS:                         |  |      |         |      |   |        
|Cash and cash equivalents               |  | $    | 30,239  |      | $ | 19,405 
|Accounts receivable, net                |  |      | 4,532   |      |   | 3,476  
|Inventories                             |  |      | 2,111   |      |   | 1,757  
|Prepaid expenses and other              |  |      | 3,993   |      |   | 3,720  
|                                        |  |      |         |      |   |        
|Total current assets                    |  |      | 40,875  |      |   | 28,358 
|PROPERTY AND EQUIPMENT, NET             |  |      | 260,289 |      |   | 265,852
|OTHER ASSETS, NET                       |  |      | 8,168   |      |   | 8,176  
|                                        |  |      |         |      |   |        
|Total Assets                            |  | $    | 309,332 |      | $ | 302,386
|                                        |  |      |         |      |   |        
|LIABILITIES AND PARTNERS EQUITY        |  |      |         |      |   |        
|CURRENT LIABILITIES:                    |  |      |         |      |   |        
|Accounts payable                        |  | $    | 4,336   |      | $ | 4,260  
|Accrued interest                        |  |      | 5,400   |      |   | 5,400  
|Accrued and other liabilities           |  |      | 9,041   |      |   | 8,168  
|                                        |  |      |         |      |   |        
|Total current liabilities               |  |      | 18,777  |      |   | 17,828 
|LONG-TERM DEBT                          |  |      | 159,554 |      |   | 159,492
|OTHER LONG-TERM LIABILITIES             |  |      | 3,213   |      |   | 2,554  
|                                        |  |      |         |      |   |        
|Total liabilities                       |  |      | 181,544 |      |   | 179,874
|                                        |  |      |         |      |   |        
|COMMITMENTS AND CONTINGENCIES (Note 10) |  |      |         |      |   |        
|PARTNERS EQUITY                        |  |      | 127,788 |      |   | 122,512
|                                        |  |      |         |      |   |        
|Total Liabilities and Partners Equity  |  | $    | 309,332 |      | $ | 302,386
|                                        |  |      |         |      |   |        





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



F-3



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



CONSOLIDATED STATEMENTS OF INCOME



For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)



|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|----------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                    |  | 2004 |         |   | 2003 |   |         | 2002 | 
|OPERATING REVENUES:                 |  |      |         |   |      |   |         |      |  |   |         |  
|Casino                              |  | $    | 85,543  |   |      | $ | 88,649  |      |  | $ | 93,981  |  
|Rooms                               |  |      | 38,553  |   |      |   | 35,722  |      |  |   | 35,747  |  
|Food and beverage                   |  |      | 35,387  |   |      |   | 34,490  |      |  |   | 35,780  |  
|Other                               |  |      | 8,562   |   |      |   | 8,005   |      |  |   | 8,816   |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|                                    |  |      | 168,045 |   |      |   | 166,866 |      |  |   | 174,324 |  
|Less: promotional allowances        |  |      | (14,290 | ) |      |   | (14,911 | )    |  |   | (14,892 | )
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Net operating revenues              |  |      | 153,755 |   |      |   | 151,955 |      |  |   | 159,432 |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|OPERATING EXPENSES:                 |  |      |         |   |      |   |         |      |  |   |         |  
|Casino                              |  |      | 42,326  |   |      |   | 44,531  |      |  |   | 44,685  |  
|Rooms                               |  |      | 11,881  |   |      |   | 11,437  |      |  |   | 11,487  |  
|Food and beverage                   |  |      | 24,476  |   |      |   | 23,714  |      |  |   | 24,795  |  
|Other                               |  |      | 6,800   |   |      |   | 6,242   |      |  |   | 6,993   |  
|Selling, general and administrative |  |      | 30,041  |   |      |   | 29,281  |      |  |   | 29,264  |  
|Depreciation                        |  |      | 10,622  |   |      |   | 10,710  |      |  |   | 11,837  |  
|Loss on disposition of assets       |  |      | 14      |   |      |   | 536     |      |  |   | 63      |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Total operating expenses            |  |      | 126,160 |   |      |   | 126,451 |      |  |   | 129,124 |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|OPERATING INCOME                    |  |      | 27,595  |   |      |   | 25,504  |      |  |   | 30,308  |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|OTHER (INCOME) EXPENSE:             |  |      |         |   |      |   |         |      |  |   |         |  
|Interest expense, net               |  |      | 16,962  |   |      |   | 17,173  |      |  |   | 15,672  |  
|Loss on early redemption of debt    |  |      |        |   |      |   |        |      |  |   | 134     |  
|Interest rate swap income           |  |      |        |   |      |   | (1,014  | )    |  |   | (2,327  | )
|Other, net                          |  |      | (77     | ) |      |   | (151    | )    |  |   | 63      |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Total other (income) expense        |  |      | 16,885  |   |      |   | 16,008  |      |  |   | 13,542  |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  
|NET INCOME                          |  | $    | 10,710  |   |      | $ | 9,496   |      |  | $ | 16,766  |  
|                                    |  |      |         |   |      |   |         |      |  |   |         |  





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



F-4



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



CONSOLIDATED STATEMENTS OF PARTNERS EQUITY



For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)



|                           |  |               |         |   |                       |   |         |       |  |   |         |  
|-------------------------- |  | ------------- | ------- | - | --------------------- | - | ------- | ----- |  | - | ------- | -
|                           |  | Galleon, Inc. |         |   | Eldorado Resorts, LLC |   |         | Total | 
|BALANCE, January 1, 2002   |  | $             | 73,755  |   |                       | $ | 71,652  |       |  | $ | 145,407 |  
|Net income                 |  |               | 8,383   |   |                       |   | 8,383   |       |  |   | 16,766  |  
|Partners distributions    |  |               | (28,605 | ) |                       |   | (16,502 | )     |  |   | (45,107 | )
|                           |  |               |         |   |                       |   |         |       |  |   |         |  
|Balance, December 31, 2002 |  |               | 53,533  |   |                       |   | 63,533  |       |  |   | 117,066 |  
|Net income                 |  |               | 4,748   |   |                       |   | 4,748   |       |  |   | 9,496   |  
|Partners distributions    |  |               | (2,025  | ) |                       |   | (2,025  | )     |  |   | (4,050  | )
|                           |  |               |         |   |                       |   |         |       |  |   |         |  
|Balance, December 31, 2003 |  |               | 56,256  |   |                       |   | 66,256  |       |  |   | 122,512 |  
|Net income                 |  |               | 5,355   |   |                       |   | 5,355   |       |  |   | 10,710  |  
|Partners distributions    |  |               | (2,717  | ) |                       |   | (2,717  | )     |  |   | (5,434  | )
|                           |  |               |         |   |                       |   |         |       |  |   |         |  
|BALANCE, December 31, 2004 |  | $             | 58,894  |   |                       | $ | 68,894  |       |  | $ | 127,788 |  
|                           |  |               |         |   |                       |   |         |       |  |   |         |  







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



F-5



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



CONSOLIDATED STATEMENTS OF CASH FLOWS



For the Years Ended December 31, 2004, 2003 and 2002

(In thousands)



|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | -------- | -
|                                                                                  |  | 2004 |        |   | 2003 |   |         | 2002 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |        |   |      |   |         |      |  |   |          |  
|Net income                                                                        |  | $    | 10,710 |   |      | $ | 9,496   |      |  | $ | 16,766   |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |        |   |      |   |         |      |  |   |          |  
|Depreciation and amortization                                                     |  |      | 11,345 |   |      |   | 11,432  |      |  |   | 12,428   |  
|Loss on disposition of assets                                                     |  |      | 14     |   |      |   | 536     |      |  |   | 63       |  
|Loss on early redemption of debt                                                  |  |      |       |   |      |   |        |      |  |   | 134      |  
|Increase in accrued pension cost                                                  |  |      | 872    |   |      |   | 789     |      |  |   | 750      |  
|Changes in assets and liabilities:                                                |  |      |        |   |      |   |         |      |  |   |          |  
|Accounts receivable, net                                                          |  |      | (1,056 | ) |      |   | 97      |      |  |   | 727      |  
|Inventories                                                                       |  |      | (354   | ) |      |   | 66      |      |  |   | 54       |  
|Prepaid expenses and other                                                        |  |      | (291   | ) |      |   | (529    | )    |  |   | (164     | )
|Accounts payable                                                                  |  |      | 76     |   |      |   | 848     |      |  |   | (385     | )
|Accrued guarantee fees to related party                                           |  |      |       |   |      |   |        |      |  |   | (185     | )
|Accrued interest                                                                  |  |      |       |   |      |   | (22     | )    |  |   | 5,292    |  
|Accrued and other liabilities                                                     |  |      | 873    |   |      |   | (183    | )    |  |   | (299     | )
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Total adjustments                                                                 |  |      | 11,479 |   |      |   | 13,034  |      |  |   | 18,415   |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Net cash provided by operating activities                                         |  |      | 22,189 |   |      |   | 22,530  |      |  |   | 35,181   |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |        |   |      |   |         |      |  |   |          |  
|Proceeds from sale of assets                                                      |  |      | 4      |   |      |   | 188     |      |  |   | 4        |  
|Increase in other assets                                                          |  |      | (866   | ) |      |   | (956    | )    |  |   | (651     | )
|Purchase of property and equipment                                                |  |      | (5,059 | ) |      |   | (4,219  | )    |  |   | (3,837   | )
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Net cash used in investing activities                                             |  |      | (5,921 | ) |      |   | (4,987  | )    |  |   | (4,484   | )
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |        |   |      |   |         |      |  |   |          |  
|Proceeds from bank credit facility                                                |  |      |       |   |      |   | 4,500   |      |  |   | 36,700   |  
|Proceeds from issuance of mortgage notes                                          |  |      |       |   |      |   |        |      |  |   | 159,378  |  
|Distributions to partners                                                         |  |      | (5,434 | ) |      |   | (4,050  | )    |  |   | (45,107  | )
|Debt issuance costs                                                               |  |      |       |   |      |   | (1      | )    |  |   | (6,311   | )
|Payments on bank credit facility                                                  |  |      |       |   |      |   | (13,500 | )    |  |   | (172,700 | )
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Net cash used in financing activities                                             |  |      | (5,434 | ) |      |   | (13,051 | )    |  |   | (28,040  | )
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Net increase in cash and cash equivalents                                         |  |      | 10,834 |   |      |   | 4,492   |      |  |   | 2,657    |  
|Cash and cash equivalents at beginning of year                                    |  |      | 19,405 |   |      |   | 14,913  |      |  |   | 12,256   |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|Cash and cash equivalents at end of year                                          |  | $    | 30,239 |   |      | $ | 19,405  |      |  | $ | 14,913   |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                               |  |      |        |   |      |   |         |      |  |   |          |  
|Cash paid during period for interest                                              |  | $    | 16,266 |   |      | $ | 15,461  |      |  | $ | 9,933    |  
|                                                                                  |  |      |        |   |      |   |         |      |  |   |          |  



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



F-6



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.    Summary of Significant Accounting Policies and Basis of
Presentation



Principles of Consolidation/Operations



Effective March 1, 1994, Eldorado Limited Liability
Company (a Nevada limited liability company owned and controlled by Eldorado Resorts, LLC) (ELLC) and Galleon, Inc. (a Nevada corporation owned and controlled by Mandalay Resort Group) (Galleon and, collectively with ELLC,
the Partners), entered into a joint venture agreement to establish Circus and Eldorado Joint Venture (the Partnership), a Nevada general partnership. The Partnership owns and operates a casino and hotel located in Reno,
Nevada (Silver Legacy), which began operations on July 28, 1995. ELLC contributed land to the Partnership with a fair value of $25,000,000 and cash of $26,900,000 for a total equity investment of $51,900,000. Galleon contributed cash to
the Partnership of $51,900,000 to comprise their total equity investment. Each partner has a 50% interest in the Partnership.



The consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiary, Silver Legacy Capital Corp.
(Capital). Capital was established solely for the purpose of serving as a co-issuer of $160,000,000 principal amount of 101/8% mortgage notes due 2012 issued by the Partnership and Capital and, as such,
Capital does not have any operations, assets, or revenues. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of Estimates



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 reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.



Cash and Cash Equivalents



Cash and cash
equivalents include investments purchased with an original maturity of 90 days or less.



Inventories



Inventories are stated at the lower of cost, using a first-in, first-out basis, or market.



Property and Equipment



Property and equipment and other long-lived assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful
life of the asset as follows:



|                                          |  |                       
|----------------------------------------- |  | ----------------------
|                                          |  | Estimated Service Life
|                                          |  | (Years)               
|Building and other leasehold improvements |  | 15-45                 
|Furniture, fixtures, and equipment        |  | 3-15                  



Costs of major
improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included in the determination of operating income.



F-7



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In accordance with SFAS No. 144, an estimate of undiscounted future cash flows produced by the asset is compared to the carrying value to determine whether an impairment exists. If it is
determined that the asset is impaired based on expected future cash flows, a loss, measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset, would be recognized.



Capitalization of Interest



The Partnerships policy is to capitalize interest on funds disbursed
during the active construction and development phases of its facilities and other major projects. There was no interest capitalized in 2004, 2003 or 2002.



Casino Revenues and Promotional Allowances



In accordance with industry practice, the Partnership recognizes as casino revenue the net win from gaming activities, which is the difference between
gaming wins and losses. The retail value of food, beverage, rooms and other services furnished to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The retail value of complimentaries
included in promotional allowances is as follows (in thousands):



|                  |  |   |                          |  |   |        |  |   |       
|----------------- |  | - | ------------------------ |  | - | ------ |  | - | ------
|                  |  |   | Years ended December 31,
|                  |  |   | 2004                     |  |   | 2003   |  |   | 2002  
|Food and beverage |  | $ | 8,970                    |  | $ | 9,261  |  | $ | 9,593 
|Rooms             |  |   | 4,248                    |  |   | 4,543  |  |   | 4,126 
|Other             |  |   | 1,072                    |  |   | 1,107  |  |   | 1,173 
|                  |  |   |                          |  |   |        |  |   |       
|                  |  | $ | 14,290                   |  | $ | 14,911 |  | $ | 14,892
|                  |  |   |                          |  |   |        |  |   |       



The estimated costs of
providing such complimentary services are included in casino costs and expenses and consist of the following (in thousands):



|                  |  |   |                          |  |   |       |  |   |      
|----------------- |  | - | ------------------------ |  | - | ----- |  | - | -----
|                  |  |   | Years ended December 31,
|                  |  |   | 2004                     |  |   | 2003  |  |   | 2002 
|Food and beverage |  | $ | 5,926                    |  | $ | 6,200 |  | $ | 6,393
|Rooms             |  |   | 1,245                    |  |   | 1,455 |  |   | 1,267
|Other             |  |   | 1,004                    |  |   | 1,009 |  |   | 1,128
|                  |  |   |                          |  |   |       |  |   |      
|                  |  | $ | 8,175                    |  | $ | 8,664 |  | $ | 8,788
|                  |  |   |                          |  |   |       |  |   |      



Advertising



Advertising costs are expensed in the period the
advertising initially takes place. Advertising costs included in selling, general and administrative expenses were $5,219,000, $5,437,000 and $5,532,000 for the years ended December 31, 2004, 2003 and 2002, respectively.



F-8



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Federal Income Taxes



The Partnership is not subject to income taxes; therefore, no provision for income taxes has been made, as the Partners
include their respective share of the Partnership income in their income tax returns. The Partnership Agreement provides for the Partnership to make distributions to the Partners in an amount equal to the maximum marginal federal income tax rate
applicable to any Partner multiplied by the income of the Partnership for the applicable period (see Note 11).



The reported amounts of the Partnerships assets and liabilities exceeded the net tax basis by $43,405,300 and $47,005,600 at December 31, 2004 and
2003, respectively.



Fair Value of Financial Instruments



Except for the Partnerships 101/8% mortgage notes, management is of the opinion that the fair value of all of its financial instruments are not materially different from their carrying values. The approximate fair value of the Partnerships 101/8% mortgage notes, based on quoted market prices, was approximately $177,200,000 at December 31, 2004. The fair value is not necessarily indicative of the amount the Partnership could realize in a current market exchange.



Changes in Estimates



Cash and cash equivalents include a slot machine bill acceptor accrual,
which represents estimated uncounted cash in slot machine bill acceptors. During the year ended December 31, 2003, the Partnership converted to a new computerized slot accounting system. Utilizing the new systems reporting capabilities, this
accrual was reduced by $1,630,000 at December 31, 2003 resulting in a corresponding decrease in casino revenues.



At December 31, 2003, the Partnership increased casino revenues by $964,000 for outstanding chips and tokens that are not expected to be redeemed by
customers.



Note 2.    Certain Risks and Uncertainties



A significant portion of the Partnerships revenues
and operating income are generated from patrons who are residents of northern California. A change in general economic conditions or the extent and nature of casino gaming in California, Washington or Oregon could adversely affect the
Partnerships operating results. In March 2000, California voters approved the constitutional amendment which legalized Nevada-style gaming on Native American reservations. Many existing Native American gaming facilities in northern
California are modest compared to Silver Legacy. However, some Native American tribes have established large-scale gaming facilities in California and numerous Native American tribes have announced that they are in the process of expanding,
developing, or are considering establishing large-scale hotel and gaming facilities in northern California. In particular, a significant new Native American casino located approximately 21 miles northeast of Sacramento opened in June 2003. While
this new casino does not currently have hotel rooms, it presently has more gaming units than Silver Legacy with approximately 2,700 slot machines and 100 table games.



Under their current compacts, most Native American tribes in California may operate up to 2,000 slot machines, and up to two
gaming facilities may be operated on any one reservation. The number of machines the tribes are allowed to operate may increase as a result of any new or amended compacts the tribes may enter into with the State of California that receive the
requisite approvals, such as has been the case with respect to a



F-9



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



number of new or amended compacts recently executed and approved. On September 2, 2004, the aforementioned Sacramento-area casino received approval of
amendments to its compact allowing for approximately 800 additional machines which were placed in operation during the fourth quarter of 2004 and increased the number of slot machines at this property from 1,900 to approximately 2,700.



We believe the continued growth of Native American gaming establishments
could continue to place additional competitive pressure on our operations. While we cannot predict the extent of any future impact, it could be significant.



Note 3.    Accounts Receivable



Components of accounts receivable, net at December 31, 2004 and 2003 are as follows (in thousands):



|                                      |  |      |        |   |      |   |        |  
|------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                      |  | 2004 |        |   | 2003 |  
|Casino receivables                    |  | $    | 3,025  |   |      | $ | 3,412  |  
|Hotel receivables                     |  |      | 2,585  |   |      |   | 1,351  |  
|Other receivables                     |  |      | 178    |   |      |   | 74     |  
|                                      |  |      |        |   |      |   |        |  
|                                      |  |      | 5,788  |   |      |   | 4,837  |  
|Less: allowance for doubtful accounts |  |      | (1,256 | ) |      |   | (1,361 | )
|                                      |  |      |        |   |      |   |        |  
|Accounts receivable, net              |  | $    | 4,532  |   |      | $ | 3,476  |  
|                                      |  |      |        |   |      |   |        |  



The provision for bad
debt expense for the years ended December 31, 2004, 2003 and 2002, was $410,000, $437,000 and $835,000, respectively.



Included in other receivables are $77,800 and $21,000 due from Eldorado Hotel & Casino and $17,200 and $37,500 due from Circus Circus Hotel and
Casino-Reno as of December 31, 2004 and 2003, respectively.



Note
4.    Property and Equipment



Property
and equipment at December 31, 2004 and 2003 consisted of the following (in thousands):



|                                          |  |      |          |   |      |   |          |  
|----------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|                                          |  | 2004 |          |   | 2003 |  
|Land and improvements                     |  | $    | 28,405   |   |      | $ | 28,405   |  
|Building and other leasehold improvements |  |      | 271,229  |   |      |   | 271,061  |  
|Furniture, fixtures, and equipment        |  |      | 86,145   |   |      |   | 85,211   |  
|Construction in progress                  |  |      | 1,796    |   |      |   |         |  
|                                          |  |      |          |   |      |   |          |  
|                                          |  |      | 387,575  |   |      |   | 384,677  |  
|Less: accumulated depreciation            |  |      | (127,286 | ) |      |   | (118,825 | )
|                                          |  |      |          |   |      |   |          |  
|Property and equipment, net               |  | $    | 260,289  |   |      | $ | 265,852  |  
|                                          |  |      |          |   |      |   |          |  



Substantially all
property and equipment of the Partnership collateralize its long-term debt (see Note 7).



F-10



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 5.    Other Assets



Other assets, net at December 31, 2004 and 2003 consisted of the following (in thousands):



|                                                |  |      |       |      |   |      
|----------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                |  | 2004 |       | 2003
|China, glassware and silverware                 |  | $    | 206   |      | $ | 316  
|Debt issuance costs, net                        |  |      | 4,454 |      |   | 5,114
|Intangible asset related to SERP                |  |      | 801   |      |   | 1,015
|Cash surrender value of life insurance policies |  |      | 2,550 |      |   | 1,678
|Other                                           |  |      | 157   |      |   | 53   
|                                                |  |      |       |      |   |      
|                                                |  | $    | 8,168 |      | $ | 8,176
|                                                |  |      |       |      |   |      



The initial inventory
of china, glassware and silverware is being amortized to 50% of cost with the balance kept as base stock. Subsequent purchases of china, glassware and silverware are expensed as used.



The Partnership incurred costs in connection with its issuance of mortgage notes and in connection with its new bank credit
facility (see Note 7). Debt issuance costs are capitalized when incurred and amortized to interest expense based on the related debt maturities using the straight-line method, which approximates the effective interest method. At December 31, 2004,
the unamortized balance related to the Partnerships new bank credit facility was $119,000 and is amortized over the remaining term of the facility through March 31, 2007. Included in other assets at December 31, 2004 was $4,334,600 in costs
related to the completed offering of mortgage notes. The amortization of debt issuance costs included in interest expense was $722,000, $722,000 and $657,000 for the years ended December 31, 2004, 2003 and 2002.



The Partnership accounts for the SERP according to SFAS No. 87,
Employers Accounting for Pensions (SFAS 87) and SFAS No. 132R, Employers Disclosures about Pension and Other Postretirement Benefits (see Note 9). Since the accumulated benefit obligation, which is the
present value of benefits to be paid based on services provided and existing compensation levels, exceeds the fair value of plan assets, SFAS 87 requires the recognition of a liability (including unfunded accrued pension cost) that is at least equal
to the unfunded accumulated benefit obligation. An intangible asset of $801,000 at December 31, 2004 has been established for the difference between such liability and the unfunded accrued pension cost.



Note 6.    Accrued and Other Liabilities



Accrued and other liabilities at December 31, 2004 and 2003 consisted of the
following (in thousands):



|                            |  |      |       |      |   |      
|--------------------------- |  | ---- | ----- | ---- | - | -----
|                            |  | 2004 |       | 2003
|Accrued payroll and related |  | $    | 3,178 |      | $ | 2,832
|Accrued vacation            |  |      | 1,722 |      |   | 1,468
|Unclaimed chips and tokens  |  |      | 508   |      |   | 469  
|Progressive slot liability  |  |      | 984   |      |   | 1,022
|Other                       |  |      | 2,649 |      |   | 2,377
|                            |  |      |       |      |   |      
|                            |  | $    | 9,041 |      | $ | 8,168
|                            |  |      |       |      |   |      



F-11



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 7.    Long-Term Debt



Long-term debt at December 31, 2004 and 2003 consisted of the following (in thousands):



|                                                                               |  |      |         |      |   |        
|------------------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -------
|                                                                               |  | 2004 |         | 2003
|101/8% Mortgage Notes due 2012 (net of unamortized discounts of $446 and $508) |  | $    | 159,554 |      | $ | 159,492
|Less current portion                                                           |  |      |        |      |   |       
|                                                                               |  |      |         |      |   |        
|                                                                               |  | $    | 159,554 |      | $ | 159,492
|                                                                               |  |      |         |      |   |        



Scheduled maturities
of long-term debt are as follows at December 31, 2004 (in thousands):



|           |  |   |        
|---------- |  | - | -------
|2005       |  | $ |       
|2006       |  |   |       
|2007       |  |   |       
|2008       |  |   |       
|2009       |  |   |       
|Thereafter |  |   | 159,554
|           |  |   |        
|           |  | $ | 159,554
|           |  |   |        



On March 5, 2002, the
Partnership and Capital (the Issuers) issued $160,000,000 principal amount of senior secured mortgage notes due 2012 (Notes). Concurrent with issuing the Notes, the Partnership entered into a new senior secured credit
facility (the New Credit Facility) for $40,000,000. The proceeds from the Notes, together with $26,000,000 in borrowings under the New Credit Facility, were used to repay $150,200,000 representing all of the indebtedness outstanding
under the prior bank credit facility (the Bank Credit Facility) and to fund $30,000,000 of distributions to the Partners. In addition, the remaining proceeds along with operating cash flows were used to pay $6,300,000 in related fees and
expenses of the transactions. These fees were capitalized and are included in other assets (see Note 5). Deferred loan costs of $134,000 related to the Bank Credit Facility were written-off upon repayment in full of the Bank Credit Facility.



The Notes are senior secured obligations which rank equally
with all of the Partnerships outstanding senior debt and senior to any subordinated debt. The Notes are secured by a security interest in the Issuers existing and future assets, which is junior to a security interest in such assets
securing the Partnerships obligations on the New Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the Notes. Each of the Partners executed a pledge of all of its partnership interests in the
Partnership to secure the Notes, which is junior to a pledge of such partnership interests to secure the Partnerships obligations on the New Credit Facility and any refinancings of such facility that are permitted pursuant to the terms of the
Notes. The Notes mature on March 1, 2012 and bear interest at the rate of 101/8% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1,
2002.



The New Credit Facility originally provided for a
$20,000,000 senior secured revolving credit facility and a $20,000,000 five-year term loan facility, each of which provided for the payment of interest at floating rates based on LIBOR plus a spread. The commitment under the term loan facility
originally provided for periodic reductions with the remaining balance due March 31, 2007. The term loan was paid in full as of December 31, 2003.



The Notes and New Credit Facility contain various restrictive covenants including the maintenance of certain financial ratios and limitations on
additional debt, disposition of property, mergers and similar



F-12



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



transactions. On November 4, 2003, the Partnership executed an amendment to the New Credit Facility (as amended, the Amended Credit Facility)
which reduced the revolving facility to $10,000,000, and revised certain covenant ratios with retroactive effect to September 30, 2003, including the maximum total debt to EBITDA ratio which the Partnership had exceeded as of September 30, 2003. At
December 31, 2004, there was no indebtedness outstanding under the Amended Credit Facility. As of such date, the Partnership was in compliance with all of the covenants in the Amended Credit Facility and had the ability to borrow all of the
$10,000,000 available under the revolving portion of the Amended Credit Facility. The entire principal amount then outstanding under the Amended Credit Facility becomes due and payable on March 31, 2007 unless the maturity date is extended with the
consent of the lenders. As of December 31, 2004, the Partnership was in compliance with the covenants in the indenture relating to the Notes.



On April 8, 2003, the Partnership entered into a fixed-to-floating swap agreement with a $60,000,000 notional amount. Pursuant to this swap agreement,
which had an expiration date of March 1, 2006, the Partnership received interest at a fixed rate of 10.125% per annum and paid interest based on a floating rate index that was computed on a 6-month LIBOR, in arrears, plus 7.36%. The amounts due
under the swap agreement were payable on September 1 and March 1 of each year, beginning September 1, 2003. On June 11, 2003, the Partnership terminated the swap agreement in advance of its scheduled termination date and received $1,014,000
representing the fair market value of the swap. This interest rate swap did not meet the criteria for hedge accounting established by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities; therefore, the entire cash
receipt was recorded as interest rate swap income.



On June 13,
2002, the Partnership entered into a fixed-to-floating swap agreement with a $50,000,000 notional amount. Pursuant to this swap agreement, which had an expiration date of March 1, 2006, the Partnership received interest at a fixed rate of 10.125%
per annum and paid interest based on a floating rate index that was computed on a 6-month LIBOR, in arrears, plus 5.31%. The amounts due under the swap agreement were payable on September 1 and March 1 of each year, beginning September 1, 2002. The
difference between the amount received and amount paid under such agreement was recorded as a reduction of, or addition to interest expense as incurred over the life of the swap (a reduction of $288,000 for the year ended December 31, 2002). The
interest rate swap did not meet the criteria for hedge accounting established by SFAS No. 133. Accordingly, prior to its termination date, the fair market value of the swap was recorded as an asset or liability in accordance with SFAS No. 133. On
October 8, 2002, the Partnership terminated the swap agreement in advance of its scheduled termination date and received $2,327,000 which was recorded as interest rate swap income.



Note 8.    Related Parties



Each of our Partners operates a casino attached and adjacent to Silver Legacy. Our Partners may be deemed to be in a
conflict of interest position with respect to decisions they make relating to the Partnership, the Eldorado Hotel & Casino and Circus Circus Hotel & Casino-Reno.



As a condition to the Bank Credit Facility, Mandalay Resort Group (MRG) guaranteed completion of the Silver
Legacy and, in addition, entered into a make-well agreement whereby it was obligated to make additional contributions to the Partnership as necessary to maintain a minimum coverage ratio (as defined). As compensation for the make-well agreement, MRG
received a guarantee fee of 11/2% of the outstanding balance of the Bank Credit Facility. The Partnership made payments totaling $563,000 on its guarantee fee commitment for the year ended December 31, 2002. On
March 5, 2002, MRGs obligations pursuant to the make-well agreement, and its right to receive the guarantee fee, terminated. All unpaid guarantee fees were paid in full in March 2002.



F-13



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Silver Legacy has utilized a King Air aircraft owned by King Air Operations LLC, a wholly owned
subsidiary of Recreational Enterprises, Inc. (REI), for the purpose of providing air service to select customers. During the years ended December 31, 2004, 2003 and 2002, the Partnership paid $24,600, $14,800 and $34,000, respectively,
for such services. Although there is no agreement obligating the Partnership to utilize the plane or entitling it to do so, it is anticipated that the Partnership will continue to utilize this service from time to time in the future on terms
mutually acceptable to the parties. REI, which owns 55% of ELLC, is owned by various members of the Carano family, including Gary L. Carano, Silver Legacys General Manager, Glenn T. Carano, Silver Legacys Executive Director of Marketing,
and Gene R. Carano, a member of the Partnerships Executive Committee, each of whom owns an approximately 10.1% beneficial interest in REI, and Donald L. Carano, the father of Gary, Glenn and Gene Carano, who owns an approximately 49.5%
interest in REI.



Silver Legacys marketing and sales
departments have utilized a yacht owned by Sierra Adventure Equipment Leasing, Inc. (Sierra Leasing) at a flat rate per trip of $2,500 ($1,250 if the trip was shared with our Partner, ELLC) for various promotional events. The payments
made by the Partnership to Sierra Leasing for the use of the yacht totaled $15,000, $6,300 and $24,000 during 2004, 2003 and 2002, respectively. Although there is no agreement obligating the Partnership to utilize the yacht or entitling it to do so,
it is anticipated that the Partnership will continue to utilize this service from time to time in the future on terms mutually acceptable to the parties. Sierra Leasing is owned by Donald L. Carano, the father of Gary L. Carano, Silver Legacys
General Manager, Glenn T. Carano, Silver Legacys Executive Director of Marketing, and Gene R. Carano, a member of the Partnerships executive committee.



Eldorado Resorts LLC owns the skywalk that connects Silver Legacy with the Eldorado Hotel & Casino. The charges from the
service provider for the utilities associated with this skywalk are billed to the Partnership together with the charges for the utilities associated with Silver Legacy. Such charges are paid to the service provider by the Partnership, and the
Partnership is reimbursed by Eldorado Resorts LLC for the portion of the charges allocable to the utilities provided to the skywalk. The charges for the utilities provided to the skywalk during the years ended December 31, 2004, 2003, and 2002 were
$75,600, $68,100, and $63,800, respectively.



Since 1998, the
Partnership has purchased from Eldorado Resorts LLC homemade pasta and other products for use in the restaurants at Silver Legacy and it is anticipated that the Partnership will continue to make similar purchases in the future. For purchases of
these products during the years ended December 31, 2004, 2003 and 2002, which are billed to the Partnership at cost plus associated labor, the Partnership paid Eldorado Resorts LLC $53,100, $56,600, and $53,700, respectively.



In April 2001, the Partnership began utilizing 235 spaces in the parking
garage at Circus Circus Hotel and Casino-Reno. The spaces are utilized to provide parking for employees of Silver Legacy. In consideration for its use of the spaces, the Partnership pays Circus Circus Hotel and Casino-Reno rent in the amount of
$5,000 per month. Although there is no agreement obligating the Partnership to continue utilizing the spaces or entitling it to do so, it is anticipated that the Partnership will continue this agreement for the foreseeable future.



Note 9.    Employee Retirement Plans



The Partnership instituted a defined contribution 401(k) plan in September
1995 which covers all employees who meet certain age and length of service requirements and allows an employer contribution up to 25 percent of the first six percent of each participating employees compensation. Plan participants can elect to
defer before tax compensation through payroll deductions. Those deferrals are regulated under Section 401(k) of the Internal Revenue Code. The Partnerships matching contributions were $240,000, $253,000 and $286,000, respectively, for the
years ended December 31, 2004, 2003 and 2002.



F-14



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Effective January 1, 2002, the Partnership adopted a Supplemental Executive Retirement Plan
(SERP) for a select group of highly compensated management employees. The SERP provides for a lifetime benefit at age 65, based on a formula which takes into account a participants highest annual compensation, years of service, and
executive level. The SERP also provides an early retirement benefit at age 55 with at least four years of service, a disability provision, and a lump sum death benefit. The obligation is being funded through life insurance contracts on the
participants and related cash surrender value. The Partnerships periodic pension costs were $886,000, $789,000 and $750,000, respectively, for the years ended December 31, 2004, 2003 and 2002.



The following information summarizes activity in the SERP for the years ended
December 31, 2004 and 2003 (in thousands):



|                                                          |  |      |        |   |      |   |        |  
|--------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                          |  | 2004 |        |   | 2003 |  
|Changes in Projected Benefit Obligation                   |  |      |        |   |      |   |        |  
|Projected benefit obligation at beginning of year         |  | $    | 3,432  |   |      | $ | 2,564  |  
|Service cost                                              |  |      | 453    |   |      |   | 390    |  
|Interest cost                                             |  |      | 206    |   |      |   | 172    |  
|Actuarial losses                                          |  |      | 68     |   |      |   | 306    |  
|Benefits paid                                             |  |      | (11    | ) |      |   |       |  
|                                                          |  |      |        |   |      |   |        |  
|Projected benefit obligation at end of year               |  | $    | 4,148  |   |      | $ | 3,432  |  
|                                                          |  |      |        |   |      |   |        |  
|Fair Value of Plan Assets(1)                              |  | $    |       |   |      | $ |       |  
|                                                          |  |      |        |   |      |   |        |  
|Reconciliation of Funded Status                           |  |      |        |   |      |   |        |  
|Funded status                                             |  | $    | (4,148 | ) |      | $ | (3,432 | )
|Unrecognized actuarial loss                               |  |      | 378    |   |      |   | 309    |  
|Unrecognized prior service cost                           |  |      | 1,358  |   |      |   | 1,584  |  
|                                                          |  |      |        |   |      |   |        |  
|Accrued net pension cost                                  |  | $    | (2,412 | ) |      | $ | (1,539 | )
|                                                          |  |      |        |   |      |   |        |  
|Amounts Recognized on Consolidated Balance Sheets         |  |      |        |   |      |   |        |  
|Accrued net pension cost                                  |  | $    | (2,412 | ) |      | $ | (1,539 | )
|Additional minimum liability                              |  |      | (801   | ) |      |   | (1,015 | )
|Intangible asset                                          |  |      | 801    |   |      |   | 1,015  |  
|Accumulated other comprehensive loss                      |  |      |       |   |      |   |       |  
|                                                          |  |      |        |   |      |   |        |  
|Net liability reflected on Consolidated Balance Sheets    |  | $    | (2,412 | ) |      | $ | (1,539 | )
|                                                          |  |      |        |   |      |   |        |  
|Weighted Average Assumptions                              |  |      |        |   |      |   |        |  
|Discount rate used to determine benefit obligations       |  |      | 5.7    | % |      |   | 6.0    | %
|Discount rate used to determine net periodic benefit cost |  |      | 6.0    | % |      |   | 6.7    | %
|Expected long-term return on plan assets                  |  |      | N/A    |   |      |   | N/A    |  
|Rate of compensation increase                             |  |      | 3.5    | % |      |   | 3.5    | %



The components of net
periodic pension cost were as follows for the years ended December 31, 2004, 2003 and 2002 (in thousands):



|                                   |  |      |     |      |   |      |  |   |    
|---------------------------------- |  | ---- | --- | ---- | - | ---- |  | - | ---
|                                   |  | 2004 |     | 2003 |   | 2002
|Components of Net Pension Cost     |  |      |     |      |   |      |  |   |    
|Current period service cost        |  | $    | 453 |      | $ | 390  |  | $ | 376
|Interest cost                      |  |      | 206 |      |   | 172  |  |   | 148
|Amortization of prior service cost |  |      | 227 |      |   | 227  |  |   | 226
|Recognized net actuarial loss      |  |      |    |      |   |     |  |   |   
|                                   |  |      |     |      |   |      |  |   |    
|Net expense                        |  | $    | 886 |      | $ | 789  |  | $ | 750
|                                   |  |      |     |      |   |      |  |   |    



F-15



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following benefit payments, which reflect expected future service as appropriate, are expected to
be paid over the next ten years:



|          |  |                |      
|--------- |  | -------------- | -----
|          |  | (in thousands)
|2005      |  | $              | 15   
|2006      |  |                | 20   
|2007      |  |                | 45   
|2008      |  |                | 83   
|2009      |  |                | 121  
|2010-2014 |  | $              | 2,163

---

|(1) |  | While the SERP is an unfunded plan, the Partnership is informally funding the plan through life insurance contracts on the participants. The life insurance contracts had cash
surrender values totaling $2,550,000 and $1,678,000 at December 31, 2004 and 2003, respectively. The life insurance contracts had a face value of $10,950,000 at December 31, 2004 and 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note 10.    Commitments and Contingencies



Letters of Credit



The New Bank Credit Facility does not allow for the issuance of letters of
credit beyond the revolving portion of the Bank Credit Facility of which none was outstanding as of December 31, 2004.



Operating Leases



The Partnership leases land and equipment under operating leases. Future minimum payments under noncancellable operating leases with initial terms of one
year or more consisted of the following at December 31, 2004:



|     |  |   |       
|---- |  | - | ------
|2005 |  | $ | 63,000
|2006 |  |   | 27,000
|2007 |  |   |      
|2008 |  |   |      
|2009 |  |   |      
|     |  |   |       
|     |  | $ | 90,000
|     |  |   |       



Total rental expense under operating
leases was $244,000, $278,000 and $402,000 for the years ended December 31, 2004, 2003 and 2002, respectively.



Litigation



The Partnership is party to various litigation arising in the normal course of business. Management is of the opinion that the ultimate resolution of
these matters will not have a material effect on the financial position or the results of operations of the Partnership.



F-16



---

CIRCUS AND ELDORADO JOINT VENTURE

(doing business as Silver Legacy Resort Casino)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 11.    Partnership Agreement



Under the Partnerships original partnership agreement, as long as ELLC
had the right to select the General Manager of the Silver Legacy, Galleon was entitled annually on a non-cumulative basis, commencing with the eight-month period ending December 31, 1997 and for each subsequent 12-month period, to a priority
allocation of the Partnerships operating income (the Priority Allocation) in an amount equal to approximately 11.54% of the average of the Adjusted Initial Investment (as defined) for the period. If, after deducting
equal shares of interest expense, a Partners share of the priority allocation is less than zero, additional operating income is allocated to that Partner to bring their allocation to zero. For purposes of determining the amount of the Priority
Allocation for any period, the term Adjusted Initial Investment means $290,000,000 (the Initial Investment) as adjusted at the end of the year by subtracting (i) the depreciation on the Initial Investment taken in such year
in accordance with the depreciation schedule agreed to by the Partners and (ii) the principal payments which would have been made in repayment of the original bank financing utilized for the development, construction and completion of the Silver
Legacy.



As a result of the Priority Allocation, each of the
Partners received 50% of the operating income through April 30, 1997 and Galleon received 100% of operating income for the remaining eight months ending December 31, 1997 and for the twelve months ending December 31, 1998. The total allocations to
the two Partners for the years ended December 31, 2001 and 2000, were $10,560,000 and $11,935,000 to ELLC and $10,560,000 and $9,835,000 to Galleon, respectively. The allocation to ELLC for the year ended December 31, 2000 included $1,050,000 to
adjust for an excess allocation in the same amount to Galleon for the year ended December 31, 1999.



Concurrent with the issuance of the Notes on March 5, 2002, the Partnerships original partnership agreement was amended and restated in its entirety
and was further amended in April 2002 (the New Partnership Agreement). The New Partnership Agreement provides for, among other items, profits and losses to be allocated to the Partners in proportion to their percentage interests,
separate capital accounts to be maintained for each Partner, provisions for management of the Partnership and payment of distributions and bankruptcy and/or dissolution of the Partnership. The April 2002 amendments were principally (i) to provide
equal voting rights for ELLC and Galleon with respect to approval of the partnerships annual business plan and the appointment and compensation of the general manager, and (ii) to give each Partner the right to terminate the general manager.



Total distributions for the year ended December 31, 2004
totaled $5,400,000 and included: (i) a distribution of $1,800,000 each to ELLC and Galleon representing fiscal 2004 tax distributions, and (ii) a distribution of $900,000 each to ELLC and Galleon representing taxes owed related to our fiscal 1995
and 1996 Internal Revenue Service audits. Total distributions for the year ended December 31, 2003 totaled $4,000,000 and included: (i) a distribution of $1,700,000 each to ELLC and Galleon representing fiscal 2003 tax distributions, and (ii) a
distribution of $300,000 each to ELLC and Galleon representing fiscal 2002 tax distributions. Total distributions for the year ended December 31, 2002 were $16,500,000 and $28,600,000 to ELLC and Galleon, respectively. The 2002 distributions
included: (i) a distribution to ELLC and Galleon of $1,200,000 each representing a fourth quarter 2001 tax distribution, (ii) a distribution of $2,600,000 each to ELLC and Galleon representing fiscal year 2000 tax distributions, (iii) a $2,100,000
distribution representing the remaining Priority Allocation payment to MRG pursuant to the Partnerships original partnership agreement, (iv) a special distribution concurrent with the Notes Offering to ELLC and Galleon of $10,000,000 and
$20,000,000, respectively, and (v) a distribution of $2,700,000 each to ELLC and Galleon representing fiscal year 2002 tax distribution.



F-17