September 16,
2019

Thomas Reeg
Chief Executive Officer
Eldorado Resorts, Inc.
100 West Liberty Street, Suite 1150
Reno, Nevada 89501

       Re: Eldorado Resorts, Inc.
           Registration Statement on Form S-4
           Filed September 3, 2019
           File No. 333-233591

Dear Mr. Reeg :

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4 filed September 3, 2019

General

1.     If the Delaware Conversion is approved, your forum selection provision
identifies the
       Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation,
       including any "derivative action." Please disclose whether this
provision applies to
       actions arising under the Securities Act or Exchange Act. In that
regard, Section 27 of the
       Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
       duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
       Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
       over all suits brought to enforce any duty or liability created by the
Securities Act or the
       rules and regulations thereunder. If the provision applies to Securities
Act claims, please
       revise your prospectus to state that there is uncertainty as to whether
a court would
 Thomas Reeg
Eldorado Resorts, Inc.
September 16, 2019
Page 2
      enforce such provision and to state that stockholders will not be deemed
to have waived
      the company's compliance with the federal securities laws and the rules
and regulations
      thereunder. If this provision does not apply to actions arising under the
Securities Act or
      Exchange Act, please ensure that the exclusive forum provision in the
governing
      documents states this clearly. Please provide similar disclosure and
analysis regarding the
      ERI A&R Nevada Charter forum selection in the event the Charter Amendment
Proposal
      is approved and the Delaware Conversion is not approved.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Folake Ayoola, Senior Counsel, at (202) 551-3673 or Sonia
Barros,
Assistant Director, at (202) 551-3655 with any other questions.



                                                           Sincerely,

FirstName LastNameThomas Reeg                              Division of
Corporation Finance
                                                           Office of Real
Estate and
Comapany NameEldorado Resorts, Inc.
                                                           Commodities
September 16, 2019 Page 2
cc:       Deborah Conrad
FirstName LastName