UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 of Report: –September ~~May 31~~1, 2005

(Date of earliest event reported)

PREMIER ENTERTAINMENT BILOXI LLC

and

PREMIER FINANCE BILOXI CORP. (Exact name of registrant as specified in the charter)

(Exact name of registrant as specified in its charter)

Delaware		333-114339		20-0495680 / 20-0495563
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

Delaware	333-114339	20-0495680 / 20-0495563
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification Number)
111 Lameuse St., Suite 104, Biloxi,		MS 39530
(Address of principal executive offices)		(Zip Code)
Area Code (228) 374-7625
(Registrant’s telephone number)

111 Lameuse St., Suite 104

~~Check the appropriate box below if the form~~Biloxi, ~~8-K~~MS ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):~~39530

(Address of Principal Executive Offices, Including Zip Code)

(228) 374-7625

(Registrant’s telephone number including area code)

Not Applicable

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

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

o Written communications 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 24240.14a-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 40 240.13e-4(c))

~~Item~~Section 8 ~~1.01~~– ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

~~Effective~~Item ~~May 26,~~8.01 ~~2005~~Other Premier Entertainment Biloxi LLC issued Membership Interest Appreciation Rights in order to attract and maintain the services of certain senior level Team Members who are or who will be providing services to the CompanyEvents.

~~The~~On ~~date~~September ~~of the grant extends back to December 20~~1, ~~2004 for Team Members hired prior to~~2005, ~~such~~Premier ~~date~~Entertainment ~~and~~Biloxi ~~the~~LLC ~~date~~issued of the ~~grant~~press ~~for~~release ~~others~~attached ~~will~~hereto beand filed as ~~their~~Exhibit ~~hire date~~99.1.

Except for the historical information contained herein, the matters addressed in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 2IE of the Securities and Exchange Act of 1934, as amended. Words such as, but not limited to, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, “could”, “may”, “should” and similar expressions, together with the numerical estimates provided herein, are intended to identify forward-looking statements. Such forward-looking statements, which may include, without limitation, statements regarding expansion plans, cash needs, sources and uses of funds, cash reserves, liquidity, operating and capital expenses, financing options, expense reductions, operating results and pending regulatory matters, are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated by the Company. From time to time, oral or written forwardlooking statements are also included in Premier Entertainment’s and Premier Finance’s other periodic reports on Forms l0-K, l0-Q and 8-K, press releases and other materials released to the public.

Actual results may differ materially from those that might be anticipated from forward-looking statements included herein. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Premier Entertainment and Premier Finance undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that may cause actual performance of Premier Entertainment or Premier Biloxi to differ materially from that contemplated by such forward-looking statements include, among others: (1) the results of the damage from Hurricane Katrina and insurance proceeds available to the Company, (2) the gaming industry is very competitive and increased competition from the legalization or expansion of gaming in Mississippi or Alabama and the development or expansion of Native American casinos in or near the Company’s markets could adversely affect the Company’s profitability, (3) general construction risks and other factors, some of which are beyond the Company’s control, could prevent the Company from completing its construction and development projects as planned, (4) changes in gaming laws or regulations, (5) changes in federal or state tax laws, (6) changes in the economy, (7) the additional furniture, fixture, and equipment financing to complete the project and (8) changes in the scope of the project. Additional factors that could cause actual performance of the Company to differ materially from that contemplated by such forward-looking statements are detailed in the Registration Statement and Premier Entertainment’s and Premier Finance’s periodic reports on Forms 10-K, 10-Q and 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

~~(c) Exhibits~~99.1 Press Release, ~~The~~dated ~~following~~September ~~exhibit~~1, ~~is being filed herewith:~~2005

2.1 Membership Interest Appreciation Rights Plan

~~SIGNATURES~~SIGNATURE

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

Dated: May 31, 2005	Premier Entertainment Biloxi LLC
	PREMIER ENTERTAINMENT BILOXI LLC
	By:	/s/ Gregory J. Bosarge
	PREMIER FINANCE BILOXI CORP.
`	Gregory J. Bosarge
By:	/s/ Gregory J. Bosarge
	Vice President and Chief Financial Officer
Name:	Gregory J. Bosarge
Title:	Vice President and Chief Financial Officer
Date:	September 1, 2005

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press Release, dated September 1, 2005

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