UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 15, 2005

CIRCUS AND ELDORADO JOINT VENTURE

SILVER LEGACY CAPITAL CORP.

(Exact names of registrants as specified in their charters)

Nevada Nevada	333-87202	88-0310787 71-0868362
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

407 North Virginia Street, Reno, Nevada 89501

(Address of principal executive offices, including ZIP code)

Registrant’s telephone number, including area code (800) 687-7733

Not Applicable

(Former names or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On June 15, 2005, Circus and Eldorado Joint Venture (the “Partnership”) and Bank of America, N.A., acting as Administrative Agent, with the consent of the lenders, executed an amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit Facility”) dated as of March 5, 2002. The Amendment provides a waiver for any defaults under the Credit Facility’s financial covenants in respect of the fiscal quarter ending June 30, 2005, and each subsequent fiscal quarter through and including December 31, 2005, provided that no additional credit is extended under the Credit Facility during such quarter. In addition, the Amendment provides that, as a condition precedent to any draw on the Credit Facility subsequent to June 15, 2005, the Partnership must be in compliance with the Credit Facility’s financial covenants as to the then most recent fiscal quarter in respect of which the Partnership is required to deliver financial statements pursuant to Section 6.1 of the Credit Facility.

There is no indebtedness currently outstanding under the Credit Facility and the Partnership does not anticipate utilizing its borrowing capacity under the Credit Facility during 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

10 Amendment No. 2 to Second Amended and Restated Credit Agreement dated June 15, 2005 between Circus and Eldorado Joint Venture and Bank of America, N.A., and the related Consents of Lenders, each dated June 15, 2005

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Signature

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

Date: June 20, 2005

CIRCUS AND ELDORADO JOINT VENTURE
By:	/s/ Gary L. Carano
	Gary L. Carano
	Chief Executive Officer
SILVER LEGACY CAPITAL CORP.
By:	/s/ Gary L. Carano
	Gary L. Carano
	Chief Executive Officer

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