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): ~~May 3~~ February 9, ~~2007~~2009

155 East Tropicana, LLC

155 East Tropicana Finance Corp.

(Exact name of registrant as specified in its charter)

Nevada	333-124924	20-1363044
Nevada	333-124924	20-2546581
(State or other jurisdiction	(Commission	(IRS Employer
Of incorporation)	File Number)	Identification No.)
of incorporation)	File Number)	Identification No.)
115 East Tropicana Avenue, Las Vegas, NV		89109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 597-6076

Not Applicable

(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 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 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))

Section 17 —– Registrant’s BusinessRegulation and OperationsFD

Item 17.01 EntryRegulation intoFD a Material Definitive AgreementDisclosure.

AsSelect ~~previously reported~~preliminary, on ~~April~~unaudited ~~30,~~operating ~~2007,~~results of 155 East Tropicana, LLC (the “Company”) ~~entered~~for ~~into a definitive Asset Purchase Agreement (~~the ~~“Agreement”) with Hedwigs Las Vegas~~ ~~Top~~quarter ~~Tier,~~ended ~~LLC (the “Buyer”)~~December 31, an2008 ~~affiliate~~are ofpresented ~~the investment group led by NTH Advisory Group, LLC~~below. OnThe ~~May 3, 2007, the~~ Company ~~entered~~does ~~into~~not aintend ~~definitive~~to ~~Casino~~update ~~Operations Lease (~~the ~~“Lease”) with~~ ~~the~~preliminary ~~Buyer. Additionally,~~results onuntil ~~May 7, 2007,~~ the ~~Company~~final ~~entered~~results ~~into~~are afiled ~~First~~with ~~Amendment to Asset Purchase Agreement (~~the ~~“Amendment”)~~Company’s Form 10-K ~~with~~for ~~the~~fiscal ~~Buyer~~year 2008.

~~Under~~The ~~the~~Company ~~terms~~generated ~~of the~~Adjusted ~~Lease,~~EBITDA ~~upon~~of ~~the~~$0.6 ~~closing~~million ~~provided~~ for in the ~~Agreement,~~quarter ~~the~~ended ~~Company~~December 31, as2008 ~~tenant,~~compared ~~will~~Adjusted ~~lease~~EBITDA ~~from the Buyer, as landlord, the portion~~ of ~~the~~$1.8 ~~hotel~~million in ~~which~~ the ~~gaming~~ ~~operations~~same ~~are~~quarter ~~presently located and will conduct all gaming operations until the earlier of (i) the~~ last ~~day~~year. Included ~~of the month following the month~~ in ~~which~~ the ~~Buyer~~fourth ~~obtains~~quarter ~~all applicable gaming approvals necessary to conduct the gaming operations or (ii) June 30,~~ 2008, ~~unless otherwise~~expenses ~~extended~~are ~~pursuant to the terms of the Lease~~$0. ~~Because~~4 ~~the~~million ~~commencement~~in ofnon-operational, ~~the~~corporate ~~Lease~~costs ~~term~~associated ~~is contingent upon the~~with ~~closing~~restructuring ~~provided for in the Agreement~~capital, ~~there~~which ~~can~~lowered ~~be no assurance that~~ the ~~Lease term~~Adjusted ~~will~~EBITDA ~~ever~~from ~~commence~~$1.0 million.

~~Under~~Net ~~the~~operating ~~terms~~revenues ~~of the~~for ~~Amendment,~~ the ~~requirements~~quarter ~~under~~ended ~~the Agreement that certain additional related agreements be completed no later than May~~December 731, ~~2007~~2008 were ~~amended~~$13.3 tomillion, ~~reflect that~~a ~~all~~decrease of ~~the related agreements have been either agreed to and attached to~~$1.8 ~~the~~million ~~Agreement~~or ~~as exhibits~~12.2%, ~~such~~from as$15.1 ~~the~~million ~~Lease,~~generated orduring ~~will~~the besame ~~agreed~~period to in the ~~future~~previous ~~if and when required under the terms of the Agreement~~year. The Indecline ~~connection~~in net ~~with~~revenue ~~the~~was ~~Amendment,~~largely ~~the~~a ~~Company~~result ~~received~~of ~~from~~ the ~~Buyer~~decline ~~a nonrefundable earnest money deposit~~ of $1 .0 million, ~~which~~in ~~will~~room berevenue caused ~~applied~~by ~~against~~falling ~~the~~room ~~purchase price~~rates ifin the ~~transaction~~Las ~~closes~~Vegas market.

~~The~~Casino ~~closing~~revenues ~~under~~decreased ~~the~~by ~~Agreement~~$0.2 ~~remains~~million ~~subject~~or 4.3% to ~~the~~$5.7 ~~completion~~million offor ~~certain conditions described in~~ the ~~Agreement.~~quarter ~~There~~ended ~~can be no assurance that (i)~~December ~~the conditions to~~31, ~~closing under the Agreement will ever be satisfied~~2008, orcompared ~~(ii) any~~to ~~transaction~~$5.9 ~~contemplated~~million ~~under~~for the ~~Agreement~~ ~~will~~quarter beended ~~consummated, or (iii)~~December ~~if a transaction is consummated~~31, it ~~will be on the same or similar terms as currently provided under the Agreement~~2007.

~~The foregoing summary of the~~Food, ~~Lease~~beverage and ~~the~~entertainment ~~Amendment~~revenue ~~does~~was ~~not~~$5.0 ~~purport~~million tofor bethe ~~complete~~quarter ~~and~~ended ~~is subject to~~December 31, ~~and~~ ~~qualified~~2008 inwhich ~~its~~was ~~entirety~~flat ~~by,~~with the ~~full~~$5.0 ~~text~~million ofgenerated ~~the~~for ~~Lease and~~ the ~~Amendment which~~same ~~are~~period ~~included~~ in ~~Exhibit 10.1 and incorporated herein by~~ ~~reference. A copy of the May 9,~~ 2007 ~~press release announcing the Amendment is included as Exhibit 99~~.1.

~~Section~~Hotel 9and —other ~~Financial~~revenue ~~Statements~~(which includes hotel room revenue, retail, spa, and ~~Exhibits~~other miscellaneous revenue) decreased by $1.3 million or 22.7% to $4.3 million for the quarter ended December 31, 2008 from $5.6 million for the quarter December 31, 2007. Room revenue was $3.1 million for the quarter ended December 31, 2008 compared to $4.1 million in 2007. Average daily room rates decreased to $56 for the quarter ended December 31, 2008 from $78 for the quarter ended December 31, 2007, while occupancy rates increased to 86.5% for the quarter ended December 31, 2008 from 83.1% for the quarter ended December 31, 2007.

~~Item~~Promotional 9allowances (which are subtracted from revenues to arrive at net revenue) increased from $1.014 ~~Financial~~million ~~Statements~~to ~~and~~$1.7 ~~Exhibits~~million, largely due to additional marketing efforts.

~~(d)~~Operating ~~Exhibits~~expenses in the “casino”, “food, beverage and entertainment”, and “hotel and other” departments decreased $0.7 million for the quarter ended December 31, 2008, as compared to the same quarter in the previous year. The decrease in these departmental operating expenses was the result of continued cost reduction programs. General and administrative expenses of $4.2 million, which included the $0.4 million in non-operational, corporate costs associated with restructuring capital, increased $0.1 million from the same quarter last year.

~~Exhibit 10.1~~Our —cash ~~First~~at ~~Amendment~~December 31, 2008 towas ~~Asset~~$5.0 ~~Purchase Agreement signed May 7, 2007~~million.

~~Exhibit~~Our Credit Facility is a ~~99.1~~revolving —Credit ~~Press~~Facility ~~Release~~of ~~issued~~$15.0 onmillion. As ~~May~~of December 931, ~~2007~~2008, we had outstanding draws or reserves for a letter of credit which totalled $11.6 million.

~~SIGNATURES~~(1) “Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization, but after adding back unusual or non-cash items such as related party royalties. Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure determined in accordance with generally accepted accounting principles (GAAP). Moreover, our calculations of Adjusted EBITDA may not be comparable to that reported by other companies. EBITDA is a basis upon which we assess our liquidity and because certain covenants in the indenture and senior secured credit facility are tied to similar measures. EBITDA also presents useful information regarding our ability to service and incur indebtedness. EBITDA does not take into account our capital expenditures and debt service requirements, and, accordingly, is not necessarily indicative of amounts that may be available for debt service.

~~Pursuant~~The tofollowing ~~the requirements of the~~table ~~Securities~~reconciles ~~Exchange~~Adjusted ~~Act~~EBITDA ~~of 1934, the registrant has duly caused this report~~ to be ~~signed~~operating onloss ~~its~~for ~~behalf by~~ the ~~undersigned~~periods ~~hereunto~~indicated ~~duly authorized.~~(in thousands):

	155 EAST TROPICANA, LLC
		Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
	(Registrant)
Operating loss		$	(1,479	)	$	(139	)
	By:	/s/ Deborah J. Pierce
Depreciation		1,739			1,570
Date: May 9, 2007		Deborah J. Pierce
Related party royalties expenses		306			331
	Its:	Chief Financial Officer
Adjusted EBITDA		$	566		$	1,762

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.

	155 EAST TROPICANA, LLC
	(Registrant)


	By:	/s/ Deborah J. Pierce
Date: February 9, 2009		Deborah J. Pierce
	Its:	Chief Financial Officer

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