<PAGE>

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

                                  FORM 10-Q/A

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 2001

                                      OR

     [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934

               For the transition period from _______________ to _______________


                          Commission File No. 0-21736
                          ---------------------------

                        BLACK HAWK GAMING & DEVELOPMENT
                     ------------------------------------
                                 COMPANY, INC.
                              ------------------
            (Exact name of Registrant as specified in its charter)

           Colorado                                      84-1158484
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

P.O. Box 21
240 Main Street
Black Hawk, Colorado                                       80422
-----------------------------------------              -------------
(Address of principal executive offices)                 (Zip code)



Registrant's telephone number, including area code     (303) 582-1117
                                                       --------------


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes    X    No
                                                -----      -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock                            4,132,233 shares
------------                  ---------------------------------
Class                         Outstanding as of August 10, 2001
<PAGE>

                 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

                             Index to Form 10-Q/A

Part I  --  Financial Information.

   Item 1. Financial Statements.

     This amendment to Item 1 of the registrant's report on Form 10-Q for the
Quarterly Period Ended June 30, 2001 corrects an error on page 9 of the initial
filing. The line item "ADJUSTED EBITDA--Reno, Nevada" should have shown
$2,472,039 for the six months ended June 30, 2001 rather than for the three
months ended June 30, 2000. The correction is set forth on page 9 hereof.



<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            June 30,       December 31,
                                                                              2001            2000
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                              $   9,557,295    $   8,518,464
  Accounts receivable                                                          239,719          740,804
  Inventories                                                                  567,357          535,231
  Prepaid expenses                                                           1,306,348          671,546
  Deferred income tax                                                          618,876          440,470
                                                                         -------------    -------------
      Total current assets                                                  12,289,595       10,906,515

LAND                                                                        18,799,427       15,239,426

GAMING FACILITIES:
  Building and improvements                                                 63,578,090       58,283,231
  Equipment                                                                 22,029,507       18,487,936
  Accumulated depreciation                                                 (16,412,965)     (14,134,293)
                                                                         -------------    -------------
     Total gaming facilities                                                69,194,632       62,636,874

OTHER ASSETS:
  Goodwill, net of accumulated amortization of $2,114,702
     and $1,369,615, respectively                                           20,443,700        5,374,461
  Other assets                                                               2,574,135        3,318,973
                                                                         -------------    -------------

TOTAL                                                                    $ 123,301,489    $  97,476,249
                                                                         =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                  $   3,315,103    $   5,320,255
  Accrued payroll                                                            1,364,409          760,297
  Gaming taxes payable                                                       1,415,739        2,673,927
  Property taxes payable                                                       480,003          526,931
  Slot club liability                                                          897,604          940,655
  Current portion of long-term debt                                            374,811          783,587
                                                                         -------------    -------------
      Total current liabilities                                              7,847,669       11,005,652

LONG-TERM DEBT:
  Reducing and revolving credit facility                                    58,800,000       29,900,000
  Bonds payable                                                              5,108,355        5,298,624
                                                                         -------------    -------------
      Total long-term debt                                                  63,908,355       35,198,624

  Interest rate swap liability                                                 594,174
  Deferred tax liability                                                       627,445          469,920
                                                                         -------------    -------------

      Total liabilities                                                     72,977,643       46,674,196
                                                                         -------------    -------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST                                                            7,008,074        8,739,694

STOCKHOLDERS' EQUITY:
  Preferred stock; $.001 par value; 10,000,000 shares authorized;
    none issued and outstanding
  Common stock; $.001 par value; 40,000,000 shares authorized;
   4,132,233 and 4,126,757 shares issued and outstanding, respectively           4,133            4,127
  Additional paid-in capital                                                18,611,292       18,569,538
  Accumulated other comprehensive loss                                        (251,176)
  Retained earnings                                                         24,951,523       23,488,694
                                                                         -------------    -------------
        Total stockholders' equity                                          43,315,772       42,062,359
                                                                         -------------    -------------

TOTAL                                                                    $ 123,301,489    $  97,476,249
                                                                         =============    =============
</TABLE>

                                       1
<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND  2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                      PERCENTAGE
                                                             JUNE 30,                DOLLAR      INCREASE
                                                       2001            2000         DIFFERENCE  (DECREASE)
                                                   ------------    ------------    ------------ ----------
<S>                                                <C>             <C>             <C>             <C>
REVENUES:
  Casino revenue                                   $ 24,213,491    $ 20,924,449    $  3,289,042    16 %
  Food and beverage revenue                           2,899,221       2,286,263         612,958    27 %
  Hotel revenue                                         360,268         280,502          79,766    28 %
  Other                                                 169,724         186,031         (16,307)   (9)%
                                                   ------------    ------------    ------------

      Total revenues                                 27,642,704      23,677,245       3,965,459    17 %

      Promotional allowances                          4,138,560       3,558,277         580,283    16 %
                                                   ------------    ------------    ------------

      Net revenues                                   23,504,144      20,118,968       3,385,176    17 %
                                                   ------------    ------------    ------------

COSTS AND EXPENSES:
  Casino operations                                   7,415,576       6,467,708         947,868    15 %
  Food and beverage operations                        2,606,094       2,053,967         552,127    27 %
  Hotel operations                                      239,294         176,558          62,736    36 %
  Marketing, general and administrative               7,946,014       6,176,042       1,769,972    29 %
  Privatization and other non-recurring costs         1,114,989                       1,114,989
  Depreciation and amortization                       1,852,128       1,398,046         454,082    32 %
                                                   ------------    ------------    ------------

      Total costs and expenses                       21,174,095      16,272,321       4,901,774    30 %
                                                   ------------    ------------    ------------

OPERATING INCOME                                      2,330,049       3,846,647      (1,516,598)  (39)%

  Interest income                                        39,282          81,575         (42,293)  (52)%
  Interest expense                                   (1,250,632)       (920,860)       (329,772)   36 %
                                                   ------------    ------------    ------------

INCOME BEFORE MINORITY INTEREST AND INCOME TAXES      1,118,699       3,007,362      (1,888,663)  (63)%

MINORITY INTEREST                                       446,122         597,395        (151,273)  (25)%
                                                   ------------    ------------    ------------

INCOME BEFORE INCOME TAXES                              672,577       2,409,967      (1,737,390)  (72)%

INCOME TAXES                                            605,822         867,600        (261,778)  (30)%
                                                   ------------    ------------    ------------

NET INCOME                                         $     66,755    $  1,542,367    $ (1,475,612)  (96)%
                                                   ============    ============    ============

BASIC EARNINGS PER SHARE                           $       0.01    $       0.37    $      (0.36)  (97)%

Dilutive effect of outstanding options
                                                   ------------    ------------    ------------

DILUTED EARNINGS PER SHARE                         $       0.01    $       0.37    $      (0.36)  (97)%
                                                   ============    ============    ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

     BASIC                                            4,131,538       4,111,757

     Dilutive effect of outstanding options             212,626          53,487
                                                   ------------    ------------

     DILUTED                                          4,344,164       4,165,244
                                                   ============    ============
</TABLE>

                                       2
<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND  2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED                         PERCENTAGE
                                                             JUNE 30,                DOLLAR       INCREASE
                                                       2001            2000         DIFFERENCE   (DECREASE)
                                                   ------------    ------------    ------------  ----------
<S>                                                <C>             <C>             <C>              <C>
REVENUES:
  Casino revenue                                   $ 48,449,701    $ 42,196,252    $  6,253,449     15 %
  Food and beverage revenue                           5,736,831       4,659,550       1,077,281     23 %
  Hotel revenue                                         670,696         535,066         135,630     25 %
  Other                                                 935,265         300,079         635,186    212 %
                                                   ------------    ------------    ------------

      Total revenues                                 55,792,493      47,690,947       8,101,546     17 %

      Promotional allowances                          8,201,136       7,303,758         897,378     12 %
                                                   ------------    ------------    ------------

      Net revenues                                   47,591,357      40,387,189       7,204,168     18 %
                                                   ------------    ------------    ------------

COSTS AND EXPENSES:
  Casino operations                                  15,144,325      12,853,314       2,291,011     18 %
  Food and beverage operations                        5,129,781       4,091,916       1,037,865     25 %
  Hotel operations                                      455,519         347,697         107,822     31 %
  Marketing, general and administrative              15,539,370      12,064,252       3,475,118     29 %
  Privatization and other non-recurring costs         1,114,989                       1,114,989
  Depreciation and amortization                       3,760,652       2,807,794         952,858     34 %
                                                   ------------    ------------    ------------

      Total costs and expenses                       41,144,636      32,164,973       8,979,663     28 %
                                                   ------------    ------------    ------------

OPERATING INCOME                                      6,446,721       8,222,216      (1,775,495)   (22)%

  Interest income                                       114,596         160,537         (45,941)   (29)%
  Interest expense                                   (2,821,966)     (1,907,106)       (914,860)    48 %
                                                   ------------    ------------    ------------

INCOME BEFORE MINORITY INTEREST AND INCOME TAXES      3,739,351       6,475,647      (2,736,296)   (42)%

MINORITY INTEREST                                       885,408       1,252,909        (367,501)   (29)%
                                                   ------------    ------------    ------------

INCOME BEFORE INCOME TAXES                            2,853,943       5,222,738      (2,368,795)   (45)%

INCOME TAXES                                          1,391,114       1,880,200        (489,086)   (26)%
                                                   ------------    ------------    ------------

NET INCOME                                         $  1,462,829    $  3,342,538    $ (1,879,709)   (56)%
                                                   ============    ============    ============

BASIC EARNINGS PER SHARE                           $       0.35    $       0.81    $      (0.46)   (57)%

Dilutive effect of outstanding options                    (0.01)                          (0.01)
                                                   ------------    ------------    ------------

DILUTED EARNINGS PER SHARE                         $       0.34    $       0.81    $      (0.47)   (58)%
                                                   ============    ============    ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

     BASIC                                            4,130,229       4,111,482

     Dilutive effect of outstanding options             177,708          38,821
                                                   ------------    ------------

     DILUTED                                          4,307,937       4,150,303
                                                   ============    ============
</TABLE>

                                       3

<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                      Accumulated
                                                                                                         Other
                                                                           Additional                Comprehensive
                                                          Common Stock       Paid-in      Retained      Income
                                                        Shares    Amount     Capital      Earnings      (Loss)           Total
                                                      ---------  -------  ------------  ------------ -------------   ------------
<S>                                                   <C>        <C>      <C>           <C>           <C>            <C>
BALANCES,
  JANUARY 1, 2001                                     4,126,757  $ 4,127  $ 18,569,538  $ 23,488,694                 $ 42,062,359
  Stock issued for  compensation                          3,476        4        25,996                                     26,000
  Options Exercised                                       2,000        2        15,758                                     15,760
  Comprehensive income:
    Transition adjustment as a result of
      the adoption of Statement of Financial
      Accounting Standards No. 133                                                                       367,941          367,941
    Unrealized loss on interest rate swap                                                               (540,272)        (540,272)
    Reclassification adjustment for amortization of
      cumulative transition adjustment, included in
      net income                                                                                         (78,845)         (78,845)
    Net income                                                                             1,462,829                    1,462,829
                                                      ---------  -------  ------------  ------------ -------------   ------------
        Total Comprehensive Income                                                                                      1,211,653
                                                                                                                     ------------

BALANCES,
  JUNE 30, 2001                                       4,132,233  $ 4,133  $ 18,611,292  $ 24,951,523  $ (251,176)    $ 43,315,772
                                                      =========  =======  ============  ============ =============   ============
</TABLE>

                                       4
<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  2001            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
OPERATING ACTIVITIES:
  Net income                                                  $  1,462,829    $  3,342,536
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                               3,760,652       2,424,474
     Change in fair value of interest rate swap, net               196,621
     Gain on sale of equipment                                      35,225         (23,813)
     Minority interest                                             885,408       1,252,909
     Noncash compensation                                                            7,750
  Changes in operating assets and liabilities, net of
   the effects of acquisition:
     Accounts receivable                                           501,086          22,167
     Inventories                                                    34,332           1,770
     Prepaid expenses and other assets                            (817,977)        158,844
     Accounts payable and accrued expenses                      (2,623,699)     (2,959,307)
                                                              ------------    ------------
        Net cash provided by operating activities                3,434,477       4,227,330
                                                              ------------    ------------

INVESTING ACTIVITIES:
  Proceeds from sale of equipment                                   12,789          27,950
  Equipment purchases and additions to gaming facilities        (1,480,938)     (1,122,901)
  Acquisition costs related to the Gold Dust West                  (81,937)       (474,143)
  Deposit related to the Gold Dust West                                           (500,000)
  Acquisition of the Gold Dust West, net of cash acquired      (26,000,000)
                                                              ------------    ------------
        Net cash used in investing activities                  (27,550,086)     (2,069,094)
                                                              ------------    ------------

FINANCING ACTIVITIES:
  Proceeds from reducing and revolving credit facility          36,500,000
  Payments on bonds                                               (178,136)       (175,000)
  Payments on long term debt and note payable                   (8,020,910)     (3,195,254)
  Payments to amend reducing and revolving credit facility        (571,247)
  Distributions to minority interest owner                      (2,617,028)       (620,813)
  Other                                                             41,761          10,000
                                                              ------------    ------------
        Net cash provided by (used in) financing activities     25,154,440      (3,981,067)
                                                              ------------    ------------

NET INCREASE / (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                        $  1,038,831    $ (1,822,831)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                     8,518,464      10,239,735
                                                              ------------    ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $  9,557,295    $  8,416,904
                                                              ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                      $  2,685,094    $  1,897,247
  Cash paid for income taxes                                  $  1,168,000    $  1,875,750

</TABLE>

                                       5
<PAGE>

                  BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001


1. BUSINESS

         Black Hawk Gaming & Development Company, Inc. ("BHWK" or the "Company")
was incorporated on January 10, 1991. The Company is a holding company, which
owns, develops and operates gaming properties. Currently the Company operates
the Gilpin Hotel Casino ("GHC") and The Lodge Casino at Black Hawk ("The
Lodge"), both located in Black Hawk, Colorado, and The Gold Dust West Casino
("GDW") located in Reno, Nevada.

         GHC is a 37,000 square foot facility located in the Black Hawk gaming
district and was the Company's first casino project. Originally built in the
1860's, the Gilpin Hotel was one of the oldest in Colorado; however, due to
space limitations, the casino offers no hotel or lodging facilities. The Gilpin
Hotel Casino commenced operations in October 1992, and was expanded through the
acquisition of an adjacent casino in late 1994. Prior to April 24, 1998, the
Company owned a 50% interest in the Gilpin Hotel Venture, which owned GHC. On
April 24, 1998, the Company acquired the other 50% interest in GHC and related
land. It now offers customers approximately 460 slot machines, 4 table games,
two restaurants, four bars and parking for approximately 200 cars.

         The Lodge is a $74 million hotel/casino/parking complex and is one of
Colorado's largest casinos. The 250,000 square foot facility which opened on
June 24, 1998, presently offers customers 877 slot machines, 27 table games, 50
hotel rooms, three restaurants, four bars and parking for approximately 600
cars. The Company and its strategic partner, Jacobs Entertainment Ltd.,
developed and co-manage The Lodge, through an LLC, in which the Company owns a
75% interest and affiliates of Jacobs Entertainment Ltd. own 25%.

         On January 4, 2001, the Company purchased the assets and operating
business of GDW for $26.5 million. The 24,000 square foot gaming and dining
facility is located on 4.6 acres, a few blocks west of Reno's downtown gaming
district. The casino has been catering to the "locals" market for the past 23
years and currently offers customers 500 slot machines, 106 motel rooms, one
restaurant, four bars and parking for 277 cars.

The Lodge, GHC, and GDW are sometimes referred to as the "Casinos."

2. SIGNIFICANT ACCOUNTING POLICIES

         Unaudited Consolidated Financial Statements --- In the opinion of
management, the accompanying unaudited consolidated financial statements reflect
all adjustments, consisting of normal recurring accruals, which are necessary
for the fair presentation of the financial position of the Company at June 30,
2001 and the results of its operations for the three and six months then ended.
The accompanying unaudited consolidated financial statements include the
accounts of BHWK, its wholly owned subsidiaries Gilpin Ventures, Inc. ("GVI")
and GDW, and its 75% owned subsidiary, Black Hawk/Jacobs Entertainment, LLC. All
significant inter-company transactions and balances have been eliminated in
consolidation.

         The accompanying unaudited consolidated financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
contained in the Company's Form 10-K for the year ended December 31, 2000. The
results of interim periods are not necessarily indicative of results to be
expected for the year.

         Reclassifications - Certain amounts have been reclassified within the
2000 financial statements to conform to the presentation used in 2001.

                                       6
<PAGE>

                  BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
                                   (Continued)


3. OTHER MATTERS

         Recently Issued Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations". SFAS No. 141 improves the transparency of the accounting and
reporting for business combinations by requiring that all business combinations
be accounted for under a single method - the purchase method. This Statement is
effective for all business combinations initiated after June 30, 2001.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.

         In July 2001, FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". This statement applies to intangibles and goodwill acquired after June
30, 2001, as well as goodwill and intangibles previously acquired. Under this
statement, goodwill as well as other intangibles determined to have an
indefinite life will no longer be amortized; however, these assets will be
reviewed for impairment on a periodic basis. This statement is effective for the
Company for the first quarter in the fiscal year ended December 31, 2002.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.

         In January 2001, FASB announced that the Emerging Issues Task Force
("EITF") had reached a final consensus on EITF 00-22 "Accounting for `Points'
and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers
for Free Products or Services to Be Delivered in the Future." EITF 00-22
requires that certain sales incentives provided by vendors that entitle a
customer to receive a reduction in the price of a product or service based on a
specified cumulative level of transactions be recognized as a reduction in
revenue. This issue is scoped broadly to include all industries that utilize
point or other loyalty programs, including the hospitality industry. Effective
January 1, 2001, the Company adopted this standard resulting in a
reclassification of player point and coupon cash redemption expenses from
marketing, general and administrative expense to promotional allowances in the
amount of $2,177,000 and $1,935,000 for the three months ended June 30, 2001 and
2000, respectively, and $4,240,000 and $3,952,000 for the six months ended June
30, 2001 and 2000, respectively.

4. ACCOUNTING CHANGE

         Effective January 1, 2001, BHWK adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. All
derivatives, whether designated in hedging relationships or not, are required to
be recorded on the balance sheet at fair value. If the derivative is designated
as a fair-value hedge, the changes in the fair value of the derivative and of
the hedged item attributable to the hedged risk are recognized in earnings. If
the derivative is designated as a cash-flow hedge, changes in the fair value of
the derivative are recorded in other comprehensive income ("OCI") net of taxes,
and are recognized in the income statement when the hedged item affects
earnings. SFAS No. 133 defines requirements for designation and documentation of
hedging relationships as well as ongoing effectiveness assessments in order to
use hedge accounting.

         The Company uses derivative instruments to manage its exposure to
interest rate risk. The Company's objective for holding derivatives is to
minimize the risks associated with fluctuating interest rates by using the most
effective methods available. Variable-rate debt is subject to interest rate
risk. The Company uses Interest Rate Swaps, as cash flow hedging instruments, to
manage its exposure to interest rate risk on its variable-rate debt.

                                       7
<PAGE>

                  BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE THREE AND MONTHS ENDED JUNE 30, 2001
                                   (Continued)


4. ACCOUNTING CHANGE (Continued)

         The adoption of SFAS No. 133 on January 1, 2001, resulted in the
Company recording a $368,000 gain (net of $200,000 in taxes) in accumulated
other comprehensive income/(loss) as a transition adjustment for its derivative
instrument which had been designated as a cash flow hedge prior to adopting
SFAS No. 133.

         On February 16, 2001, the Company terminated this interest rate swap
agreement and simultaneously entered into a new interest rate swap agreement and
designated the new swap as a cash flow hedge as defined by SFAS No. 133. From
January 1, 2001 through February 16, 2001, the Company recorded a $318,000
charge to interest expense due to the devaluation of the original interest rate
swap. Although the transition adjustment was reflected in other comprehensive
loss, subsequent changes in the value of the original interest rate swap are
reflected in the income statement because the swap was not designated as a
hedging instrument as defined by SFAS No. 133. In, addition, the Company
reclassified $79,000 (net of $43,000 in taxes) of the transition gain from OCI
to interest expense representing the amortization of the transition gain due to
terminating the interest rate swap during the six months ended June 30, 2001.
The amortization of the transition adjustment will continue through April 16,
2003 (the expiration date of the original interest rate swap agreement).
Derivative losses included in OCI for the six months ended June 30, 2001
amounted to $540,000 net of $304,000 in taxes reflecting the decline in market
value of the interest rate swap entered into on February 16, 2001 through June
30, 2001. No event is expected to result in a reclassification of losses
reported in OCI over the next twelve months due to the interest rate swap's
effectiveness in off setting the variable rate cash flows of the debt.

5. BUYOUT OF COMMON STOCK

         On April 27, 2001, BHWK announced the execution of a merger agreement.
Pursuant to the merger agreement, Gameco, Inc., an entity owned and controlled
by Jeffrey P. Jacobs, Chairman of the Board and Chief Executive Officer of BHWK,
has agreed to pay $12.00 per share, in cash, for each share of common stock of
BHWK not currently owned by Mr. Jacobs or his affiliates and BHWK will become a
wholly-owned subsidiary of Gameco. Consummation of the transaction is subject to
various conditions, including, among other things, the approval by BHWK's
stockholders and the obtaining of various regulatory approvals. If the
transaction fails to close because of Mr. Jacobs' inability to obtain financing,
BHWK will be entitled to liquidated damages of $2 million. The transaction is
expected to be consummated in the fourth quarter of 2001 and the merger
agreement provides that the transaction must be completed by December 31, 2001.

6. SEGMENT DISCLOSURE

         As of January 4, 2001, BHWK acquired the Gold Dust West Casino in Reno,
Nevada. This acquisition expanded BHWK's operations into another gaming
jurisdiction other than Black Hawk, Colorado. As defined by SFAS No. 131,
"Disclosure about Segments of an Enterprise and Related Information", the
following segment information is presented after the elimination of
inter-segment transactions. Adjusted EBITDA (earnings before interest, taxes,
depreciation, amortization, minority interest in The Lodge, and privatization
and other non-recurring costs) has been included as a supplemental disclosure to
facilitate a more complete analysis of our casinos' financial performance. We
believe this disclosure enhances the understanding of the financial performance
of a company, such as ours, with substantial interest, taxes, depreciation and
amortization.

7. ACQUISITION OF GOLD DUST WEST

         Assuming the Gold Dust West acquisition had occurred on January 1,
2000, for the three and six months ended June 30, 2000, net revenues would have
been $24,875,000 and $49,899,000 respectively, net income would have been
$1,752,000 and $3,760,000 respectively, and earnings per share would have
increased $.05 and $.10 to $.42 and $.91 per share respectively. The pro forma
financial information is not necessarily indicative of either the results of
operations that would have occurred had this agreement been effective on January
1, 2000 or of future operations.

                                       8
<PAGE>

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.

UNAUDITED SEGMENT INFORMATION
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
---------------------------------------------------------
<TABLE>
<CAPTION>

                                               THREE MONTHS ENDED              SIX MONTHS ENDED
                                              June 30,     June 30,         June 30,      June 30,
                                                2001         2000             2001          2000
                                            -----------   -----------     ------------   -----------
<S>                                         <C>           <C>             <C>            <C>
NET REVENUE
  Black Hawk, Colorado                      $18,915,119   $20,118,968     $ 38,667,574   $40,387,189
  Reno, Nevada                                4,589,025                      8,923,783
                                            -----------   -----------     ------------   -----------

      Total net revenue                      23,504,144    20,118,968       47,591,357    40,387,189
                                            ===========   ===========     ============   ===========

ADJUSTED EBITDA
  Black Hawk, Colorado                        4,681,931     5,787,562       10,015,505    12,033,737
  Reno, Nevada                                1,235,692                      2,472,039
  Net corporate overhead                       (620,457)     (542,869)      (1,165,182)   (1,003,727)
                                            -----------   -----------     ------------   -----------

      ADJUSTED EBITDA                         5,297,166     5,244,693       11,322,362    11,030,010
                                            ===========   ===========     ============   ===========

ADJUSTED EBITDA
  Black Hawk Colorado                                25%           29%              26%           30%
  Reno, Nevada                                       27%                            28%
                                            -----------   -----------     ------------   -----------

      ADJUSTED EBITDA                                23%           26%              24%           27%
                                            ===========   ===========     ============   ===========

Operating Income
  Black Hawk, Colorado                        3,255,034     4,391,740        7,166,597     9,229,841
  Reno, Nevada                                  813,523                      1,566,420
  Net corporate overhead, privatization
   and other non-recurring costs             (1,738,508)     (545,093)      (2,286,296)   (1,007,625)
                                            -----------   -----------     ------------   -----------

      Operating Income                      $ 2,330,049   $ 3,846,547     $  6,446,721   $ 8,222,216
                                            ===========   ===========     ============   ===========

                                                                            June 30,       June 30,
                                                                              2001           2000
                                                                          ------------   -----------

Assets:
  Black Hawk, Colorado                                                    $ 89,602,616   $92,159,769
  Reno, Nevada                                                              29,572,622
  Corporate                                                                  4,126,251     5,316,480
                                                                          ------------   -----------

      Total Assets                                                        $123,301,489   $97,476,249
                                                                          ============   ===========

</TABLE>

                                      9
<PAGE>

                                   SIGNATURES


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

                              Black Hawk Gaming & Development Company, Inc.
                              Registrant


Date:  August 29, 2001        By: /s/ Stephen R. Roark
                                  ---------------------
                                  Stephen R. Roark, President and
                                  Chief Financial Officer










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