8-K

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): March 15, 2005

American Casino & Entertainment Properties LLC

(Exact name of registrant as specified in its charter)

Delaware	333-118149	20-0573058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2000 Las Vegas Boulevard South, Las Vegas, NV		89104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 383-5242

N/A

(Former name 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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Section 2 – Financial Information

     Item 2.02 Results of Operations and Financial Condition.

Section 7 – Regulation FD

     Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure.”

On March 15, 2005, American Casino & Entertainment Properties LLC (“ACEP”) issued a press release setting forth ACEP’s full year 2004 financial results. A copy of ACEP’s press release is attached as Exhibit 99.1.

Exhibit Index

99.1 Press Release dated March 15, 2005

[remainder of page intentionally left blank; signature page follows]

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC (Registrant)
	By:	/s/ Denise Barton
		Denise Barton Senior Vice President, Chief Financial Officer, Secretary and Treasurer
Date: March 15, 2005

3

EX-99.1

EXHIBIT 99.1

Contact:  Denise Barton
          Chief Financial Officer
          (702) 380-7777

FOR IMMEDIATE RELEASE

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
REPORTS FULL YEAR FINANCIAL RESULTS

Las Vegas, Nevada, March 15, 2005 - American Casino & Entertainment Properties LLC (“ACEP”) today reported the following full year financial results:

For the year ended December 31, 2004, gross revenues increased to $323.4 million from $285.1 million in the year ended December 31, 2003 while net revenues increased to $300.0 million for the year ended December 31, 2004 from $262.8 for the year ended December 31, 2003. This increase was primarily due to:

•   increased casino revenues, reflecting improved volume;

•   increased hotel revenues as a result of an increase in average hotel occupancy and in average daily room rate, particularly at the Stratosphere; and

•   increased food and beverage revenues.

Net income for 2004 was $20.9 million, an increase from net income of $20.7 million for 2003. Net income for 2004 reflected the effects of increased net interest expense, $17.9 million for 2004 compared to $5.0 million for 2003, primarily as a result of the issuance in January 2004 of $215.0 million principal amount of 7.85% senior secured notes due 2012.

EBITDA for 2004 was $72.4 million, an increase from EBITDA of $44.1 million for 2003. EBITDA for 2004 reflected the effects of increased revenue partially offset by increased payroll expenses, legal fees and marketing expenses.

For 2005, ACEP expects to report net revenue of $312.4 million, net income of $22.1 million and EBITDA of $74.1 million.

The following table presents a reconciliation of net income to EBITDA for ACEP’s actual 2004 and 2003 results, the Arizona Charlie’s combined results for 2004 and the expected 2005 outlook:

Reconciliation of Net Income to EBITDA
(in thousands)

	For the Year Ended December 31,
	2005		2004				2003
	Projected		Actual				Actual
					Arizona
					Charlie's
	Total		Total		Combined		Total
Net income	$	22,146	$	20,872	$	10,867	$	20,862
Other (income) expense		18,040		17,890		6,659		4,963
Provision for income taxes		11,925		10,100		5,147		(1,798	)
Depreciation and amortization		21,946		23,516		10,310		20,222
EBITDA	$	74,057	$	72,378	$	32,983	$	44,069

During 2004, ACEP incurred capital expenditures of $14.0 million and expects that capital expenditures will be $23.1 million for 2005.

ACEP owns three Las Vegas casinos, Stratosphere Casino Hotel & Tower, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder.

This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of ACEP. Among these risks and uncertainties are changes in general economic conditions, the extent, duration and strength of any economic recovery, the extent of any tenant bankruptcies and insolvencies, our ability to maintain tenant occupancy at current levels, our ability to obtain, at reasonable costs, adequate insurance coverage, risks related to our hotel and casino operations, including the effect of regulation, substantial competition, rising operating costs and economic downturns, competition for investment properties, risks related to our oil and gas operations, including costs of drilling, completing and operating wells and the effects of regulation, and other risks and uncertainties detailed from time to time in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.