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

                                    FORM 10-K
(MARK  ONE)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934

                    FOR THE FISCAL YEAR ENDED APRIL 29, 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 Number 333-38093
                                               ---------

    ISLE OF CAPRI BLACK HAWK L.L.C. / ISLE OF CAPRI BLACK HAWK CAPITAL CORP.
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                          Colorado          84-1422931
                          --------          ----------
             (State or other jurisdiction          (I.R.S. Employer
        of incorporation or organization)          Identification Number)


            1641 Popps Ferry Road, Biloxi, Mississippi          39532
            ------------------------------------------          -----
          (Address of principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code:  (228)  396-7000

Securities  Registered  Pursuant  to  Section  12(b)  Of  the  Act:  None

Securities  Registered  Pursuant  to  Section  12(g)  Of  the  Act:  None

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  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K  [X]


<PAGE>

                                                                       PAGE
                                                                       ----

PART I                                                                    1
------

ITEM 1.    BUSINESS                                                       1

TEM 2.    PROPERTY                                                        7

ITEM 3.    LEGAL PROCEEDINGS                                              7

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            7

PART II                                                                   7
-------

ITEM  5.   MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
                  STOCKHOLDERS'  MATTERS                                  7

ITEM 6.    SELECTED FINANCIAL DATA                                        7

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                 CONDITION  AND  RESULTS  OF  OPERATIONS                  8

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
                  ABOUT  MARKET  RISK                                    12

ITEM 8.    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                    13

ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
               ACCOUNTING  AND  FINANCIAL  DISCLOSURE                    27

PART III                                                                 27
--------

ITEM 10.   DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT             27

ITEM 11.   EXECUTIVE COMPENSATION                                        29

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
                   MANAGEMENT                                            31

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                32

PART IV                                                                  33
-------

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS
                   ON  FORM  8-K                                         33

SIGNATURES                                                               34






<PAGE>




                                     PART I
                                     ------

ITEM  1.     BUSINESS

GENERAL


     Isle of Capri Black Hawk L.L.C. ("Isle-Black Hawk" or "the Company") owns a
casino  and hotel in Black Hawk, Colorado, approximately 40 miles west of Denver
and  the  facility  is  managed by Isle of Capri Casinos, Inc. ("Isle of Capri")
pursuant  to  a  long-term  management agreement. The casino opened December 30,
1998  and  the  hotel  opened in August 2000. Isle-Black Hawk is owned by Casino
America  of  Colorado, Inc., a wholly-owned subsidiary of Isle of Capri Casinos,
Inc.  (traded  under the symbol "ISLE") and Blackhawk Gold, Ltd., a wholly-owned
subsidiary  of Nevada Gold & Casinos, Inc. (traded under the symbol "UWIN") with
Isle  of  Capri  Casinos, Inc. currently owning a 57% interest and Nevada Gold &
Casinos,  Inc.  currently  owning  a  43%  interest.

     Isle-Black Hawk was organized in Colorado in April 1997, along with Isle of
Capri  Black  Hawk  Capital  Corp.,  our  wholly-owned  subsidiary  that  has no
operations  and  which  was  formed  as  a  vehicle  to  raise  capital  for the
construction  and  development  of  the  casino.  In  August 1997, we issued $75
million  principal  amount  of  First  Mortgage  Notes  due 2004 with Contingent
Interest.  The proceeds were used to finance the development of the casino.  The
casino is situated immediately adjacent to the southeast corner of Mill and Main
streets  in  Black  Hawk,  Colorado.

     The  casino  is a 43,000 square-foot facility featuring 1,144 slot machines
and  14  table games.  The casino has a four-level, on-site parking garage, with
approximately  1,100  covered parking spaces, directly accessible by elevator to
the  casino.   The Isle-Black Hawk offers customers a wide variety of non-gaming
amenities,  including  a  237-room hotel, a 92-seat Farraddays' TM restaurant, a
244-seat  Calypso's   buffet,  a  32-seat  Tradewinds   deli,  a  Banana  Cabana
souvenir  gift  shop  and  a  4,000  square-foot  event  center that is used for
meetings  and  entertainment.

COMPETITION

     We  believe  that  the primary competitive factors in the Black Hawk market
(comprised  of  the  cities  of Black Hawk and Central City) are location, hotel
rooms,  availability  and  convenience  of  parking, number of slot machines and
table  games,  types  and  pricing  of  non-gaming  amenities, name recognition,
customer  service  and  overall  atmosphere.  Although the Black Hawk market has
several privately held gaming facilities, we consider our main competition to be
the  larger  gaming  facilities  located  in  Black  Hawk  and  Central  City,
particularly those with considerable on-site parking and established brand names
and  reputations  in  the  local  market.  The largest casinos in the Black Hawk
market  in  terms  of number of gaming positions are Harvey's Wagon Wheel Casino
Hotel,  Colorado  Central  Station,  Bullwhackers  Black  Hawk,  Canyon  Casino
(formerly  operated  by  Harrah's), Fitzgeralds Black Hawk, Gilpin Hotel Casino,
the  Lodge  Casino, Mardi Gras Casino and Riviera Casino.  Each of these casinos
offers  on-site  parking.

     We  believe  that  our  primary  competition  is  from  casinos  located in
immediate  proximity to our casino. Colorado Central Station, a well-established
casino,  is  located  across  the  intersection  of Mill Street and Main Street.
Colorado Central Station has approximately 700 slot machines and 20 table games,
amenities  such  as  a food court and a bar and among the most parking spaces of
any  gaming  facility  in  the  city  of Black Hawk with approximately 690 valet
parking  spaces.  In  June  1998,  the  Lodge  opened  a  facility  which  has
approximately  800  slot  machines,  22  table  games,  underground  parking
accommodating  approximately 500 vehicles, and 50 hotel rooms.  This facility is
located  approximately  0.3  miles  from  our  casino. In February 2000, Riviera
Casino  opened  across  the  street  from the Isle-Black Hawk.  Riviera has over
1,000  slot machines and 12 table games. In March 2000, Mardi Gras Casino opened
and  features  over  600  slot  machines  and 690 valet and self-parking spaces.
Plans  for  two  new  casinos  have  been announced and construction on one such
facility,  which  will  be  operated by Hyatt, has commenced and is scheduled to
open  in  October  2001.
<PAGE>

     The  casinos  in  Cripple Creek (located a driving distance of 110 miles to
the  south  of  the Black Hawk market and 45 miles west of Colorado Springs) and
the  Native  American  casinos  located  in the southwestern corner of the state
constitute  the  only  other  casino gaming venues in the state of Colorado.  We
believe  that  Cripple Creek also provides limited competition to the Black Hawk
market.  Isle-Black  Hawk  also  competes  with  other forms of gaming including
lottery  gaming  and  horse  and  dog  racing,  among  others,  and competes for
entertainment  dollars  generally  with  other  forms  of  entertainment.  The
information  contained  in  this  discussion  of  competition  was  derived from
publicly  available  data, except where stated otherwise.  While we regard these
sources as reasonably reliable, no assurances can be made regarding the accuracy
of  such  information.

EMPLOYEES

          As  of  April 29, 2001, we employed approximately 730 people.  None of
our employees are subject to a collective bargaining agreement.  We believe that
our  relationship  with  our  employees  is  satisfactory.

REGULATORY  MATTERS


     The  State  of  Colorado  created  the  Division  of  Gaming (the "Colorado
Division")  within the Department of Revenue to license, implement, regulate and
supervise  the  conduct of limited gaming under the Colorado Limited Gaming Act.
The  Director  of  the  Colorado Division (the "Colorado Director"), pursuant to
regulations promulgated by, and subject to the review of, a five-member Colorado
Limited  Gaming Control Commission (the "Colorado Commission"), has been granted
broad  power  to ensure compliance with the Colorado gaming laws and regulations
(the "Colorado Regulations"). The Colorado Director may inspect, without notice,
impound  or remove any gaming device. The Colorado Director may examine and copy
any  licensee's records, may investigate the background and conduct of licensees
and  their  employees,  and may bring disciplinary actions against licensees and
their  employees.  The  Colorado  Director  may also conduct detailed background
investigations  of persons who loan money to, or otherwise provide financing to,
a  licensee.

     The  Colorado  Commission  is  empowered  to issue five types of gaming and
gaming-related licenses, and has delegated authority to the Colorado Director to
issue  certain  types  of licenses and approve certain changes in ownership. The
licenses  are  revocable  and  non-transferable.  The Isle of Capri Black Hawk's
failure  or inability, or the failure or inability of others associated with the
Isle  of  Capri  Black  Hawk,  including  Isle of Capri Casinos, Inc. and Casino
America  of  Colorado,  Inc., to maintain necessary gaming licenses or approvals
would  have a material adverse effect on our operations. All persons employed by
Isle  of  Capri  Black  Hawk,  and  involved,  directly or indirectly, in gaming
operations  in  Colorado  also are required to obtain a Colorado gaming license.
All  licenses  must  be  renewed  annually,  except  those  for  key and support
employees  which  must  be  renewed  every  two  years.

     As  a  general  rule, under the Colorado Regulations, no person may have an
"ownership  interest" in more that three retail gaming licenses in Colorado. The
Colorado  Commission has ruled that a person does not have an ownership interest
in a retail licensee for purposes of the multiple license prohibition if:


-     that  person  has  less  than a five percent (5%) ownership interest in an
institutional  investor  which  has  an  ownership interest in a publicly traded
licensee  or  publicly  traded  company  affiliated  with  a  licensee;

-     a  person  has  a  five  percent  (5%)  or  more  ownership interest in an
institutional  investor,  but  the  institutional  investor has less than a five
percent (5%) ownership interest in a publicly traded licensee or publicly traded
company  affiliated  with  a  licensee;

-     an  institutional  investor  has  less  than a five percent (5%) ownership
interest  in  a  publicly  traded licensee or publicly traded company affiliated
with  a  licensee;

-     an  institutional  investor  possesses  voting  securities  in a fiduciary
capacity  for  another  person  and  does not exercise voting control over five
percent  (5%)  or more of the outstanding voting securities of a publicly traded
licensee  or  of  a  publicly  traded  company  affiliated  with  a  licensee;

-     a registered broker or dealer retains possession of voting securities of a
     publicly  traded licensee or of a publicly traded company affiliated with a
licensee  for  its  customers  in street name or otherwise, and exercises voting
rights  for less than five percent (5%) of the oustandind voting securities of a
publicly  traded licensee or publicly traded company affiliated with a licensee;

     -  a  registered broker or dealer acts as a market maker for the stock of a
publicly  traded  licensee or publicly traded company affiliated with a licensee
and  possesses  a  voting  interest  in  less  than  five  percent  (5%)  of the
outstanding  voting  securities of a publicly traded licensee or publicly traded
company  affiliated  with  a  licensee;

-     an  underwriter  is  holding  securities  of a publicly traded licensee or
publicly  traded  company  affiliated with a licensee as part of an underwriting
for  no  more  than  90  days  after  the  beginning  of such underwriting if it
exercises voting rights of less than five percent (5%) of the outstanding voting
securities  of  a publicly traded licensee or publicly traded company affiliated
with  a  licensee;

-     a  book entry transfer facility holds voting securities for third parties,
if it exercises voting rights with respect to less than five percent (5%) of the
outstanding  voting  securities of a publicly traded licensee or publicly traded
company  affiliated  with  a  licensee;  or

     -  a  person  owns  less  than  five percent (5%) of the outstanding voting
securities of the publicly traded licensee or publicly traded company affiliated
with  a  licensee.


Hence,  our  business  opportunities,  and  those  of persons with an "ownership
interest"  in  Isle  of Capri Casinos, Inc., Casino America of Colorado, Inc. or
the  Isle  of  Capri  Black  Hawk, are limited to interests that comply with the
Colorado  Regulations  and  the  Colorado  Commission's  rule.

     In  addition,  pursuant  to  the  Colorado  Regulations, no manufacturer or
distributor  of  slot machines or associated equipment may, without notification
being  provided  to  the Division within ten days, knowingly have an interest in
any  casino  operator,  allow  any  of  its  officers or any other person with a
substantial  interest  in  such  business  to  have such an interest, employ any
person  if  that  person  is  employed by a casino operator, or allow any casino
operator  or person with a substantial interest therein to have an interest in a
manufacturer's  or  distributor's  business. A " substantial interest" means the
lesser  of (i) as large an interest in an entity as any other person or (ii) any
financial  or  equity  interest  equal  to  or  greater  than  5%.  The Colorado
Commission  has  ruled  that  a person does not have a "substantial interest" if
such  person's sole ownership interest in such licensee is through the ownership
of  less  than  five  percent  (5%)  of  the  outstanding voting securities of a
publicly  traded  licensee  or publicly traded affiliated company of a licensee.

     The  Isle  of  Capri Casinos, Inc. is a "publicly traded corporation" under
the  Colorado  Regulations.
<PAGE>

     Under  the  Colorado Regulations, any person or entity having any direct or
indirect  interest  in  a  gaming licensee or an applicant for a gaming license,
including, but not limited to, Isle of Capri Casinos, Inc. and Casino America of
Colorado,  Inc.  and  their  security  holders,  may  be  required to supply the
Colorado Commission with substantial information, including, but not limited to,
background  information,  source  of funding information, a sworn statement that
such  person  or  entity is not holding his or her interest for any other party,
and  fingerprints.  Such information, investigation and licensing (or finding of
suitability)  as  an  "associated  person" automatically will be required of all
persons  (other  than  certain  institutional  investors  discussed below) which
directly or indirectly beneficially own ten percent (10%) or more of a direct or
indirect  beneficial  ownership or interest in Isle of Capri Black Hawk, through
their  beneficial  ownership  of any class of voting securities of Isle of Capri
Casinos,  Inc,  Casino  America  of Colorado, Inc. or Isle of Capri Black Hawk.
Those  persons  must  report  their  interest  within  ten  (10)  days  and file
appropriate  applications  within 45 days after acquiring that interest. Persons
who  directly  or indirectly beneficially own five percent (5%) or more interest
(but  less than 10%) of a direct or indirect beneficial ownership or interest in
Isle  of  Capri  Black  Hawk, through their beneficial ownership of any class of
voting  securities  of  Isle of Capri Black Hawk, Isle of Capri Casinos, Inc. or
Casino  America  of  Colorado,  Inc., must report their interest to the Colorado
Commission  within  ten  (10)  days  after  acquiring  that  interest and may be
required  to provide additional information and to be found suitable. (It is the
current practice of the gaming regulators to require findings of suitability for
persons  beneficially  owning  five percent (5%) or more of a direct or indirect
beneficial  ownership  or  interest,  other than certain institutional investors
discussed  below.)  If  certain  institutional  investors  provide  specified
information  to  the Colorado Commission and are holding for investment purposes
only, those investors, at the Colorado Commission's discretion, may be permitted
to  own  up  to  14.99%  of  Isle  of  Capri Black Hawk through their beneficial
ownership in any class of voting of security of Isle of Capri Black Hawk, Casino
America of Colorado, Inc., or Isle of Capri Casinos, Inc., before being required
to  be found suitable. All licensing and investigation fees will have to be paid
by  the person in question. The associated person investigation fee currently is
$57  per  hour.

     The  Colorado  Regulations  define a "voting security" to be a security the
holder  of  which  is entitled to vote generally for the election of a member or
members  of  the  board  of directors or board of trustees of a corporation or a
comparable  person  or  persons  of  another  form of business organization.

     The  Colorado Commission also has the right to request information from any
person  directly or indirectly interested in, or employed by, a licensee, and to
investigate  the moral character, honesty, integrity, prior activities, criminal
record, reputation, habits and associations of (1) all persons licensed pursuant
to the Colorado Limited Gaming Act; (2) all officers, directors and stockholders
of  a  licensed  privately  held  corporation;  (3)  all officers, directors and
stockholders  holding  either  a  five  percent  (5%)  or  greater interest or a
controlling  interest in a licensed publicly traded corporation; (4) all general
partners  and  all  limited  partners of a licensed partnership; (5) all persons
which have a relationship similar to that of an officer, director or stockholder
of  a corporation (such as members and managers of a limited liability company);
(6)  all  persons supplying financing or loaning money to any licensee connected
with the establishment or operation of limited gaming; (7) all persons having
a  contract,  lease  or  ongoing  financial  or  business  arrangement  with any
licensee,  where  such  contract, lease or arrangement relates to limited gaming
operations,  equipment devices or premises and (8) all persons contracting with
or  supplying  any  goods  and services to the gaming regulators.

     Certain  public  officials  and  employees  are  prohibited from having any
direct  or  indirect  interest  in  a  license  or  limited  gaming.

     In addition, under the Colorado Regulations, every person who is a party to
a "gaming contract" (as defined below) of lease with an applicant for a license,
or  with a licensee, upon the request of the Colorado Commission or the Colorado
Director,  must promptly provide to the Colorado Commission or Colorado Director
all  information  which may be requested concerning financial history, financial
holdings,  real  and  personal property ownership, interests in other companies,
criminal  history,  personal  history and associations, character, reputation in
the  community  and  all  other  information  which  might  be  relevant  to  a
determination  whether a person would be suitable to be licensed by the Colorado
Commission.  Failure to provide all information requested constitutes sufficient
grounds  for  the  Colorado  Director  or  the  Colorado Commission to require a
licensee  or  applicant  to  terminate  its  "gaming contract" or lease with any
person who failed to provide the information requested. In addition, the
Colorado Director or the  Colorado Commission may require changes in "gaming
contracts" before an application is approved or participation in the contract is
allowed. A "gaming  contract"  is  defined  as an agreement in which a person
does business with  or  on  the premises of a licensed entity.

     The  Colorado Commission and the Colorado Division have interpreted the
Colorado Regulations  to  permit the Colorado Commission to investigate and find
suitable persons or entities providing financing to or acquiring securities from
Isle of Capri Casinos, Inc., Casino America of Colorado, Inc. or Isle of Capri
Black Hawk. As noted above, any person or entity required to file information,
Be licensed  or found suitable would be required by us to pay the costs thereof
And of any investigation. Although the Colorado Regulations do not require the
Prior approval  for the execution of credit facilities or issuance of debt
securities, the  Colorado  regulators  reserve  the  right to approve, require
changes to or require  the  termination  of any financing, including if a person
or entity is required  to be found suitable and is not found suitable. In any
event, lenders, noteholders, and others providing financing will not be able to
exercise certain rights  and  remedies  without  the  prior  approval  of  the
Colorado  Gaming Authorities.  Information  regarding  lenders  and holders of
securities will be periodically reported to the Colorado  Gaming  Authorities.
<PAGE>

     Except  under  certain  limited  circumstances  relating  to  slot  machine
manufactures and distributors, every person supplying goods, equipment, devices
or services to any licensee in return for payment of a percentage, or calculated
upon  a percentage, of limited gaming activity or income must obtain an operator
license  or  be  listed  on  the  retailer's license where such gaming will take
place.  With respect to the foregoing requirement, it is the current practice of
the  Colorado  Division  to  require manufacturers and distributors to obtain an
operator license if the limited exceptions do not apply to them and to require
other  persons  to  be  listed  as  associated  persons  on  the  license of the
applicable  retailer.

     An  application  for  licensure  or suitability may be denied for any cause
deemed  reasonable  by  the  Colorado  Commission  or  the Colorado Director, as
appropriate.  Specifically,  the  Colorado  Commission and the Colorado Director
must deny a license to any applicant who, among other things: (1) fails to prove
by  clear  and convincing evidence that the applicant is qualified; (2) fails to
provide  information  and  documentation requested; (3) fails to reveal any fact
material to qualification, or supplies information which is untrue or misleading
as to a material fact pertaining to qualification; (4) has been convicted of, or
has  a director, officer, general partner, stockholder, limited partner or other
person  who  has  a  financial  or equity interest in the applicant who has been
convicted  of,  specified  crimes,  including  the  service  of  a sentence upon
conviction  of  a  felony  in  a  correctional facility, city or county jail, or
community  correctional  facility  or  under  the  state  board of parole or any
probation  department  within  ten  years  prior to the date of the application,
gambling-related  offenses,  theft  by  deception  or  crimes involving fraud or
misrepresentation,  is  under  current  prosecution  for such crimes (during the
pendency  of  which license determination may be deferred), is a career offender
or  a  member  or  associate  of  a career offender cartel, or is a professional
gambler  or  (5)  has  refused  to  cooperate  with  any  state  or federal body
investigating  organized  crime,  official corruption or gaming offenses.

     If the Colorado Commission determines that a person or entity is unsuitable
to  directly  or indirectly own interests in Isle of Capri Casinos, Inc., Casino
America of Colorado, Inc. or Isle  of Capri  Black Hawk, then  Isle of Capri
Black Hawk,  then  Isle  of Capri Casinos, Inc., Casino America of Colorado,
Inc., or Isle of Capri Black Hawk may be sanctioned, which may include
the  loss  of  our  approvals  and  licenses.

     The Colorado Commission does not need to approve in advance a public
offering of securities  but rather requires a filing of notice and additional
documents with regard  to a public offering of voting securities prior to such
public offering.  The  Colorado  Commission may, in its discretion, require
additional information and  prior  approval  of  such  public  offering.

     In  addition,  the  Colorado  Regulations prohibit a licensee or affiliated
company  thereof,  such  as  Casino  America  of Colorado, Inc. or Isle of Capri
Casinos,  Inc., from paying any unsuitable person any dividends or interest upon
any  voting  securities  or any payments or distributions of any kind (except as
set  forth below), or paying any unsuitable person any remuneration for services
or  recognizing  the  exercise  of  any  voting rights by any unsuitable person.
Further, under the Colorado Regulations, Isle of Capri Black Hawk may repurchase
its  voting  securities  from  anyone found unsuitable at the lesser of the cash
equivalent  to  the  original  investment  in  Isle  of Capri Black Hawk  or the
current  market price as of the date of the finding of unsuitability unless such
voting  securities  are  transferred  to a suitable person (as determined by the
Colorado  Commission) within sixty (60) days after the finding of unsuitability.
A  licensee  or  affiliated company must pursue all lawful efforts to require an
unsuitable person to relinquish all voting securities, including purchasing such
voting securities.  The staff of the Colorado Division has taken the position
that a licensee  or  affiliated company may not pay any unsuitable person any
interest, dividends  or  other  payments with respect to non-voting securities,
other than with  respect to pursuing all lawful efforts to require an unsuitable
person to relinquish  non-voting  securities,  including  by  purchasing or
redeeming such securities.  Further, the regulations require anyone with a
material involvement with  a  licensee, including a director or officer of a
holding company, such as Casino  America  of Colorado, Inc. or Isle of Capri
Casinos, Inc., to file for a finding of suitability if required by the
Colorado  Commission.

     Because  of  their  authority  to  deny  an  application  for  a license or
suitability,  the  Colorado Commission and the Colorado Director effectively can
disapprove  a change in corporate position of a licensee and with respect to any
entity which is required to be found unsuitable, or indirectly can cause Isle of
Capri  Casinos,  Inc.,  Casino  America of Colorado, Inc. or Isle of Capri Black
Hawk to suspend or dismiss managers, officers, directors and other key employees
or  sever  relationships  with  other  persons  who  refuse  to file appropriate
applications  or whom the authorities find unsuitable to act in such capacities.

<PAGE>

     The  sale,  lease,  purchase and conveyance or acquisition of a controlling
interest  in Isle of Capri Black Hawk is subject to the approval of the Colorado
Commission.  Under  some  circumstances,  we  may  not  sell any interest in our
Colorado  gaming  operations  without  the  prior  approval  of  the  Colorado
Commission.

     Isle  of  Capri  Black Hawk must meet specified architectural requirements,
fire  safety  standards and  standards for access for disabled persons.  Isle of
Capri  Black Hawk also must not exceed specified gaming square footage limits as
a  total of each floor and the full building.  The casino at Isle of Capri Black
Hawk  may  operate  only  between  8:00  a.m. and 2:00 a.m., and may permit only
individuals  21  or older to gamble in the casino.  It may permit slot machines,
blackjack  and  poker,  with a maximum single bet of $5.00.  Isle of Capri Black
Hawk  may  not  provide  credit  to  its  gaming  patrons.

     A  licensee  is  required  to provide information and file periodic reports
with  the  Colorado  regulators,  including  identifying  those who have a 5% or
greater ownership, financial or equity interest in the licensee, or who have the
ability to control the licensee, or who have the ability to exercise significant
influence  over  the  licensee,  or who loan money or other things of value to a
licensee,  or  who  have the right to share in revenues of limited gaming, or to
whom  any  interest  or  share  in profits of limited gaming has been pledged as
security  for  a  debt  or  performance  of  an act.  A licensee, and any parent
company  or  subsidiary of a licensee, who has applied to a foreign jurisdiction
for  licensure  or  permission  to conduct gaming, or who possesses a license to
conduct  foreign  gaming,  is  required  to notify the Colorado regulators.  Any
person  licensed  by  the  Colorado  Commission  and  any associated person of a
licensee  must  report criminal convictions and criminal charges to the Colorado
regulators.

     The Colorado regulators have broad authority to sanction, fine, suspend and
revoke  a  license  for  violations  of the Colorado regulations.  Violations of
many  provisions  of  the  Colorado  regulations  also  can  result  in criminal
penalties.

     The Colorado Constitution currently permits gaming only in a limited number
of  cities  and  certain  commercial  districts  in  such  cities.

     The  Colorado  Constitution  permits  a gaming tax of up to 40% on adjusted
gross gaming proceeds, and authorizes the Colorado Commission to change the rate
annually.  The  current  gaming  tax  rate  is  0.25%  on  adjusted gross gaming
proceeds  of  up  to  and including $2.0 million, 2% over $2.0 million up to and
including  $4.0 million, 4% over $4.0 million up to an including $5.0 million,
11% over $5.0 million up to and including $10.0 million, 16% over $10.0 million
up to and including $15.0 million and 20% on adjusted gross gaming proceeds in
excess of $15.0 million.  The City of Black Hawk has imposed an annual device
fee of $750 per  gaming  device  and  may  revise  same  from  time  to  time.

     In  November  2000,  voters  approved  a  law  that would allow Colorado to
participate  in  multi-state  lotteries.

     The  sale  of  alcoholic  beverages  is  subject  to licensing, control and
regulation  by  the  Colorado  Liquor  Agencies.  All  persons  who  directly or
indirectly  hold  a  10%  or  more interest in, or 10% or more of the issued and
outstanding  capital stock of, Isle of Capri Black Hawk, through their ownership
of  Casino  America  of Colorado, Inc. or Isle of Capri Casinos, Inc., must file
applications  and possibly be investigated by the Colorado Liquor Agencies.  The
Colorado  Liquor  Agencies  also  may investigate those persons who, directly or
indirectly,  loan  money  to or have any financial interest in liquor licensees.
In  addition,  there are restrictions on stockholders, directors and officers of
liquor  licensees  from  being  a  stockholder,  director,  officer or otherwise
interested  in  some  persons  lending  money to liquor licensees or from making
loans  to  other  liquor licensees.  All licenses are revocable and transferable
only  in accordance with all applicable laws.  The Colorado Liquor Agencies have
the full power to limit, condition, suspend or revoke any liquor license and any
disciplinary  action could (and revocation would) have a material adverse effect
upon  the  operations  of  Isle of Capri Black Hawk, Casino America of Colorado,
Inc. and Isle of Capri Casinos, Inc.  Isle of Capri Black Hawk holds a hotel and
restaurant  liquor  license  for  its  casino,  hotel and restaurant operations,
rather  than  a  gaming  tavern  license.  Accordingly,  no  person  directly or
indirectly  interested in Isle of Capri Black Hawk may be directly or indirectly
interested  in  most  other types of liquor licenses, and specifically cannot be
directly or  indirectly  interested  in  an  entity  which holds a gaming tavern
license.


<PAGE>
ITEM  2.     PROPERTY.

     The  property  upon  which  the casino is located consists of approximately
10.1  acres that we own located at the southeast corner of Mill and Main streets
in  Black  Hawk,  Colorado.

     On  January  2,  1998, a subsidiary of Isle of Capri Casinos, Inc. acquired
approximately  0.7  acres  of  property  contiguous  to our property in order to
expand  the  entrance and signage of the casino.  On January 2, 1998, we entered
into  a  lease  agreement  with  this  subsidiary for their property.  The lease
obligation  consisted  of  $102,000  paid  upon  the  inception of the lease and
$17,000  per  month, commencing July 15, 1998, and continuing until December 31,
2002.  During  the  term of the lease, we had the right to purchase the property
for  $1.5  million  plus  all  interest  and  out-of-pocket  costs  incurred  in
connection  with  the purchase and ownership of the land, less any payments made
by  us,  as  lessee.  On  January  7,  2000,  we  purchased  this  property.

ITEM  3.     LEGAL  PROCEEDINGS.

     We  are  not  party  to  any  material  litigation.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     None.

                                     PART II
                                     -------

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY AND RELATED STOCKHOLDERS'
MATTERS.

     None.

ITEM  6.     SELECTED  FINANCIAL  DATA.

     The  following  selected  historical financial information has been derived
from  the consolidated financial statements of the Company and should be read in
conjunction  with  the  consolidated financial statements and notes thereto, and
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  included  elsewhere  in  this  Form  10-K.

<TABLE>
<CAPTION>



<S>                                                  <C>                   <C>              <C>               <C>
                                                                                                     April 25, 1997
                                                                                                    (date of inception)
                                                        Fiscal Year Ended                              through
                                                      --------------------
                                           April 29, 2001        April 30, 2000   April 25, 1999    April 26, 1998
                                           --------------------  ---------------  ----------------  ----------------
                                                                     (In thousands)
INCOME STATEMENT DATA
Net revenue . . . . . . . . . . . . . . .  $            100,119  $        85,187  $        20,889   $             -
Operating income. . . . . . . . . . . . .                26,288           19,359               21                 -
Net income (loss) . . . . . . . . . . . .                14,784            8,605           (5,186)           (2,032)

BALANCE SHEET DATA
Total assets. . . . . . . . . . . . . . .  $            121,234  $       109,892  $        98,263   $        95,877
Long-term debt including current portion.                76,757           75,768           76,522            75,000
Members' equity . . . . . . . . . . . . .                30,484           16,392            7,787            12,973
</TABLE>

<PAGE>


ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
          RESULTS  OF  OPERATIONS.

     The  following  discussion  should  be  read  in  conjunction  with, and is
qualified  in its entirety by, Isle-Black Hawk's financial statements, including
the  notes  thereto,  and other financial information included elsewhere in this
report.

     The  following  discussion includes "forward-looking statements" within the
meaning  of  section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  In particular,
statements  concerning  the  effects  of increased competition in the Black Hawk
market,  the effects of regulatory and legislative matters and Isle-Black Hawk's
plans  to  make  capital  investments  at  its  facility  are  forward-looking
statements.  Although  Isle-Black  Hawk  believes  that  the  expectations  are
reasonable,  there  can be no assurance that such expectations are reasonable or
that  they  will  be  correct.  Actual  results  may  vary materially from those
expected.

GENERAL

     Isle-Black  Hawk  was organized on April 25, 1997 and from that time, until
the  opening  of  the  casino on December 30, 1998, Isle-Black Hawk's activities
were  limited to the design, construction and opening of the casino.  Isle-Black
Hawk  includes  a  43,000  square-foot  gaming  facility  on a single floor with
approximately  1,144  slot machines, 14 table games, on-site covered parking for
1,100  vehicles,  a  237-room  hotel  and  various  other  amenities.

     Isle  of  Capri  Black  Hawk  Capital Corp. is a wholly-owned subsidiary of
Isle-Black  Hawk  and  was  incorporated  for  the  sole  purpose  of serving as
co-issuer  of  the First Mortgage Notes.  Isle of Capri Black Hawk Capital Corp.
has  not  and  will  not  have  any  operations  or material assets or revenues.

     Isle-Black  Hawk believes that its historical results of operations may not
be  indicative  of  its  future results of operations because of the substantial
present  and expected future increase in competition for gaming customers in its
market,  as  new  casinos  open  and  existing  casinos  add to or enhance their
facilities.

     Isle-Black Hawk also believes that its operating results may be affected by
seasonality  and  weather.

RESULTS  OF  OPERATIONS

Fiscal  Year  Ended  April 29, 2001 Compared to Fiscal Year Ended April 30, 2000

     Gross  revenue for the fiscal year ended April 29, 2001 was $119.8 million,
which  included $102.0 million of casino revenue, $3.8 million of rooms revenue,
and  $14.0  million  of food, beverage and other revenue. This compares to gross
revenue  for  the  fiscal  year  ended  April  30, 2000 of $100.3 million, which
included $88.6 million of casino revenue and $11.8 million of food, beverage and
other  revenue.  Casino  revenue increased $13.5 million or 15.2% primarily as a
result  of  an  increase  in slot revenue that was driven by a 33.9% increase in
patron  count  coupled  with  a 5.1% increase in slot units.  Patron counts were
positively  impacted  by  the  opening  of  the new hotel in August 2000.  Food,
beverage  and  other  revenue  increased by $2.3 million or 19.1% primarily as a
result  of  the  opening  of  the  new  hotel.

     Casino  operating expenses for the fiscal year ended April 29, 2001 totaled
$14.8  million,  or  14.5%  of  casino revenue versus $12.6 million, or 14.2% of
casino  revenue  for  the  fiscal  year ended April 30, 2000. These expenses are
primarily comprised of salaries, wages and benefits and other operating expenses
of  the casino. The increase in expenses is consistent with the increased casino
revenue.

     State  and  local  gaming  taxes paid in Colorado totaled $20.1 million, or
19.7%  of casino revenue, for the fiscal year ended April 29, 2001, versus $17.3
million, or 19.6% of casino revenue.  These rates are consistent with Colorado's
gaming  tax  rate  for  the  applicable  fiscal  year.

<PAGE>

     Food,  beverage and other expenses totaled $3.7 million for the fiscal year
ended  April  29,  2001  versus $3.4 million for the fiscal year ended April 30,
2000.  These  expenses  consist  primarily  of the cost of goods sold, salaries,
wages  and  benefits  and  operating  expenses  of  these departments.  Food and
beverage operating expenses as a percentage of food, beverage and other revenues
were  26.2%  for  fiscal  2001  versus 28.6% for fiscal 2000.  The decreased
percentage reflects positve results of programs to reduce cost of products sold.

     Facilities  expenses  totaled  $4.2  million or 4.2% of net revenue for the
fiscal  year  ended April 29, 2001 versus  $3.4 million, or 4.0% of net revenue,
for the fiscal year ended April 30, 2000. These expenses include salaries, wages
and  benefits,  operating  expenses  of  insurance,  housekeeping  and  general
maintenance  of  the  facilities.

     Marketing  and  administrative  expenses totaled $22.2 million, or 22.1% of
net  revenue,  for the fiscal year ended April 29, 2001 versus $23.2 million, or
27.3%  of  net  revenue,  for  the  fiscal year ended April 30, 2000.  Marketing
expenses  include  salaries,  wages  and  benefits  of  the  marketing and sales
departments,  as  well  as  promotions,  advertising,  special  events  and
entertainment. Administrative expenses include administration and human resource
department expenses, rent, professional fees and property taxes.  These expenses
were  higher  in  fiscal  2000  than  fiscal  2001  due  to the additional costs
associated  with  building  the  brand  name  in  the  Isle-Black  Hawk  market.

     Management  fees  totaled  $4.4  million,  or  4.4% of net revenue, for the
fiscal  year  ended  April 29, 2001 versus $3.7 million, or 4.4% of net revenue,
for  the fiscal year ended April 30, 2000.  Management fees reflect fees paid to
Isle of Capri Casinos, Inc. for management services rendered to Isle-Black Hawk.

     Depreciation  and amortization expense was $3.3 million for the fiscal year
ended  April  29,  2001 versus  $2.1 million for the fiscal year ended April 30,
2000.  These  expenses  relate  to  property  and  equipment.   The  increase in
depreciation  and  amortization expense is consistent with the increase in fixed
assets  placed  in  service  or  acquired.

     For  the  fiscal  year  ended  April  29,  2001  interest expense was $11.5
million, net of capitalized interest of $0.7 million and interest income of $0.2
million.  This compares to interest expense of $10.8 million, net of capitalized
interest of $1.1 million and interest income of $0.4 million for the fiscal year
ended  April  30,  2000.  Interest  expense  primarily  relates  to indebtedness
incurred  in  connection  with  the  acquisition  of  property  and  equipment.

Fiscal  Year  Ended  April 30, 2000 Compared to Fiscal Year Ended April 25, 1999

     There  is  a  lack  of comparable information between fiscal years 2000 and
1999  because  Isle-Black  Hawk  was in the development stage until it commenced
operations  on December 30, 1998, during the third quarter of fiscal 1999. Prior
to  commencement  of  operations,  Isle-Black  Hawk  did not have any historical
operating  results  other than interest expense on Isle-Black Hawk's outstanding
indebtedness,  interest income on Isle-Black Hawk's restricted cash, the receipt
of  certain  capital contributions and the capitalization of certain costs until
it  commenced  operations.  Due  to  the  lack  of  comparability, the following
discussion focuses on Isle-Black Hawk's gaming operations during the fiscal year
ended  April  30,  2000  and  the  fiscal  year ended April 25, 1999 separately.

Fiscal  Year  Ended  April  30,  2000

     Gross  revenue for the fiscal year ended April 30, 2000 was $100.3 million,
which  included  $88.6  million  of  casino  revenue  and $11.8 million of food,
beverage  and  other  revenue.

     Casino  operating expenses for the fiscal year ended April 30, 2000 totaled
$12.6  million,  or  14.2%  of  casino  revenue.  These  expenses  are primarily
comprised  of  salaries,  wages and benefits and other operating expenses of the
casino.

<PAGE>

     State  and  local  gaming  taxes paid in Colorado totaled $17.3 million, or
19.6% of casino revenue, for the fiscal year ended April 30, 2000, which is at a
rate  consistent with Colorado's gaming tax rate for the applicable fiscal year.

     Food,  beverage and other expenses totaled $3.4 million for the fiscal year
ended  April  30,  2000.  These  expenses consist primarily of the cost of goods
sold,  salaries, wages and benefits and operating expenses of these departments.
Food and beverage operating expenses as a percentage of food, beverage and other
revenues  were  28.6%  for  the  fiscal  year  ended  April  30,  2000.

     Facilities  expenses  totaled $3.4 million, or 4.0% of net revenue, for the
fiscal  year  ended  April  30, 2000. These expenses include salaries, wages and
benefits,  operating expenses of insurance, housekeeping and general maintenance
of  the  facilities.

     Marketing  and  administrative  expenses totaled $23.2 million, or 27.3% of
net  revenue,  for  the  fiscal  year  ended April 30, 2000.  Marketing expenses
include  salaries, wages and benefits of the marketing and sales departments, as
well  as  promotions,  advertising,  special  events  and  entertainment.
Administrative  expenses  include  administration  and human resource department
expenses,  rent,  professional  fees  and  property  taxes.

     Management  fees  totaled  $3.7  million,  or  4.4% of net revenue, for the
fiscal  year ended April 30, 2000.  Management fees reflect fees paid to Isle of
Capri  Casinos,  Inc.  for  management  services  rendered  to  Isle-Black Hawk.

     Depreciation  and amortization expense was $2.1 million for the fiscal year
ended  April  30,  2000.  These  expenses  relate  to  property  and  equipment.

     Interest  expense  was  $10.8  million  for the fiscal year ended April 30,
2000,  net  of  capitalized  interest of $1.1 million and interest income of $.4
million.  Interest  expense  primarily  relates  to  indebtedness  incurred  in
connection  with  the  acquisition  of  property,  equipment  and  leasehold
improvements.

Fiscal  Year  Ended  April  25,  1999

     Gross  revenue  for the fiscal year ended April 25, 1999 was $23.1 million,
which  included  $20.7  million  of  casino  revenue  and  $2.4 million of food,
beverage  and  other  revenue.

     Casino  operating expenses for the fiscal year ended April 25, 1999 totaled
$2.9  million,  or  14.0%  of  casino  revenue.  These  expenses  are  primarily
comprised  of  salaries,  wages and benefits and other operating expenses of the
casino.

     State  and  local  gaming  taxes  paid in Colorado totaled $3.9 million, or
19.0% of casino revenue, for the fiscal year ended April 25, 1999, which is at a
rate  consistent with Colorado's gaming tax rate for the applicable fiscal year.

     Food,  beverage and other expenses totaled $1.1 million for the fiscal year
ended  April  25,  1999.  These  expenses consist primarily of the cost of goods
sold,  salaries, wages and benefits and operating expenses of these departments.
Food and beverage operating expenses as a percentage of food, beverage and other
revenues  were  45.7%  for  the  fiscal  year  ended  April  25,  1999.

     Facilities  expenses  totaled $1.1 million, or 5.1% of net revenue, for the
fiscal  year  ended  April  25, 1999. These expenses include salaries, wages and
benefits,  operating expenses of insurance, housekeeping and general maintenance
of  the  facilities.

     Marketing and administrative expenses totaled $6.8 million, or 32.5% of net
revenue,  for  the fiscal year ended April 25, 1999.  Marketing expenses include
salaries,  wages and benefits of the marketing and sales departments, as well as
promotions,  advertising,  special  events  and  entertainment.  Administrative
expenses  include  administration  and human resource department expenses, rent,
professional  fees  and  property  taxes.

<PAGE>

     Pre-opening  expenses  of  $3.3 million for the fiscal year ended April 25,
1999  represent  salaries,  benefits,  training,  marketing  and  other
noncapitalizable  costs,  which  were expensed in connection with the opening of
the  Isle-Black  Hawk.

     Management  fees  totaled  $0.8  million,  or  3.7% of net revenue, for the
fiscal  year ended April 25, 1999.  Management fees reflect fees paid to Isle of
Capri  Casinos,  Inc.  for  management  services  rendered  to  Isle-Black Hawk.

     Depreciation  and amortization expense was $1.0 million for the fiscal year
ended  April  25,  1999.  These  expenses  relate  to  property  and  equipment.

     Interest expense was $5.2 million for the fiscal year ended April 25, 1999,
net  of capitalized interest of $4.8 million and interest income of $.9 million.
Interest  expense  primarily relates to indebtedness incurred in connection with
the  acquisition  of  property,  equipment  and  leasehold  improvements.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  29, 2001, Isle-Black Hawk had cash and cash equivalents of $13.0
million,  compared  to  $6.5  million at April 30, 2000. The increase in cash is
primarily  a  result  of  cash  flow from operating activities.  During the year
ended  April  29,  2001,  Isle-Black  Hawk's operating activities provided $14.8
million  of  cash compared to the year ended April 30, 2000, in which Isle-Black
Hawk's  operating  activities  provided  $13.8  million  of  cash.

     Isle-Black  Hawk invested $8.3 million in property and equipment during the
year  ended  April 29, 2001, primarily for the completion of the hotel facility.
This compares with the $19.4 million invested by Isle-Black Hawk in property and
equipment during the year ended April 30, 2000, primarily for the development of
the  hotel.

     Isle-Black Hawk completed construction of its hotel facility containing 237
rooms  in  August 2000.  The facility cost approximately $29.0 million.  Isle of
Capri  Casinos,  Inc.  loaned  $5.75  million  to the Company in connection with
construction  of  the  hotel,  of  which $5.0 million was repaid on November 28,
2000.

     Isle-Black  Hawk  anticipates  that  additional  capital  improvements  of
approximately  $3.7  million  will  be  made  during fiscal 2002 to maintain its
existing  facility and remain competitive in its market. Isle-Black Hawk expects
that  available  cash  and  cash from future operations will be adequate to fund
future  expansion,  planned  capital expenditures, service debt and meet working
capital  requirements.  There is no assurance that Isle-Black Hawk will have the
capital  resources  to  make  all  of  the  expenditures described above or that
planned capital investments will be sufficient to allow it to remain competitive
in  its  existing  market.  In  addition,  the  Indenture restricts, among other
things,  Isle-Black  Hawk's  ability to borrow money, make capital expenditures,
use  assets  as  security  in  other  transactions,  make restricted payments or
restricted investments, incur contingent obligations, sell assets and enter into
leases  and  transactions  with  affiliates.  In  addition,  Isle-Black  Hawk is
required  to  make  significant  interest  payments  semi-annually  on its First
Mortgage  Notes,  which  will  include  additional  contingent  interest.

     Isle-Black  Hawk is highly leveraged and may be unable to obtain additional
debt  or  equity  financing  on  acceptable  terms.  As a result, limitations on
Isle-Black  Hawk's capital resources could delay or cause the abandonment of its
plans  for  capital  improvements.


<PAGE>

ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     Isle-Black  Hawk does not have any material exposure to market risk (or the
risk  of  loss  arising from adverse changes in market rates and prices, such as
interest  rates,  foreign currency exchange rates and commodity prices).   As of
April  29,  2001,  Isle-Black  Hawk  did  not  have  any derivative instruments.

<PAGE>

ITEM  8.     INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.

                                                                            PAGE
                                                                            ----
ISLE  OF  CAPRI  BLACK  HAWK  L.L.C.

Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . . 14
Consolidated Balance Sheets, April 29, 2001 and April 30, 2000. . . . . . . . 15
Consolidated  Statements of Operations, Fiscal Years ended April 29, 2001,
April 30,  2000 and  April  25,  1999. . . . . . . . . . . . . . . . . . . . .16
Consolidated  Statements  of Members' Equity, Fiscal Years ended April 29, 2001,
April  30,  2000 and  April  25,  1999. . . . . . . . . . . . . . . . . . . . 17
Consolidated  Statements of Cash Flows, Fiscal Years ended April 29, 2001,
April 30,  2000 and  April  25,  1999. . . . . . . . . . . . . . . . . . . . .18
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . 19


<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


To  the  Members
Isle  of  Capri  Black  Hawk  L.L.C.


     We  have  audited  the  accompanying consolidated balance sheets of Isle of
Capri Black Hawk L.L.C. as of April 29, 2001 and April 30, 2000, and the related
consolidated  statements  of  operations, members' equity and cash flows for the
years  ended April 29, 2001, April 30, 2000 and April 25, 1999.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

     In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the consolidated financial position of Isle of Capri
Black Hawk L.L.C. at April 29, 2001 and April 30, 2000, and consolidated results
of  its  operations and its cash flows for the years ended April 29, 2001, April
30,  2000  and April 25, 1999 in conformity with accounting principles generally
accepted  in  the  United  States.

                                                  ERNST  &  YOUNG  LLP

New  Orleans,  Louisiana
June  14,  2001

<PAGE>



<TABLE>
<CAPTION>



<S>                                                                <C>         <C>
                            ISLE OF CAPRI BLACK HAWK L.L.C.
                            CONSOLIDATED BALANCE SHEETS
                            (IN THOUSANDS)

                            ASSETS                                April 29,   April 30,
                            ------                                    2001        2000
                                                               ------------   ----------

Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . .. . . .  $   13,042  $    6,513
  Accounts receivable:
    Related parties . . . . . . . . . . . . . . . . . .  . . .           3           4
    Other . . . . . . . . . . . . . . . . . . . . . . .  . . .         389         198
  Prepaid expenses and other assets.. . . . . . . . . .  . . .         976         898
                                                                ----------  ----------
      Total current assets. . . . . . . . . . . . . . .  . . .      14,410       7,613
Property and equipment - net. . . . . . . . . . . . . .  . . .     103,677      98,711
Other assets:
  Deferred financing costs, net of accumulated amortization of .
    $2,553 and $1,865, respectively.. . . . . . . . . .  . . .       2,296       2,984
  Restricted cash . . . . . . . . . . . . . . . . . . .  . . .         202           -
  Prepaid deposits and other. . . . . . . . . . . . . .  . . .         649         584
                                                                ----------  ----------
      Total assets. . . . . . . . . . . . . . . . . . .  . . .  $  121,234  $  109,892
                                                                ==========  ==========

                            LIABILITIES AND MEMBERS' EQUITY
                            -------------------------------

Current liabilities:
  Current maturities of long-term debt. . . . . . . . .  . . .  $      555  $      768
  Accounts payable:
    Trade . . . . . . . . . . . . . . . . . . . . . . . . .. .       1,243       1,685
    Related parties.. . . . . . . . . . . . . . . . . . . .. .       2,190       4,731
  Accrued liabilities:
    Interest. . . . . . . . . . . . . . . . . . . . . . . .. .       2,054       1,970
    Construction payable. . . . . . . . . . . . . . . . . .. .           5       1,096
    Payroll and related.. . . . . . . . . . . . . . . . . .. .       3,420       3,365
    Property and other taxes. . . . . . . . . . . . . . . .. .       2,024       1,919
    Progressive jackpots and slot club awards.. . . . . . .. .       2,190       1,964
    Other.. . . . . . . . . . . . . . . . . . . . . . . . .. .         867       1,002
                                                                ----------  ----------
      Total current liabilities.. . . . . . . . . . . . . .. .      14,548      18,500
Long-term debt, less current maturities.. . . . . . . . . .. .      76,202      75,000

Members' equity:
  Casino America of Colorado, Inc . . . . . . . . . . . . .. .      16,582       8,550
  Blackhawk Gold, Ltd.. . . . . . . . . . . . . . . . . . .. .      13,902       7,842
                                                                ----------  ----------
      Total members' equity.. . . . . . . . . . . . . . . .. .      30,484      16,392
                                                                ----------  ----------
      Total liabilities and members' equity . . . . . . . .. .  $  121,234  $  109,892
                                                                ==========  ==========
</TABLE>


                 See notes to consolidated financial statements.

<PAGE>


<TABLE>
<CAPTION>



<S>                                     <C>                  <C>               <C>
                              ISLE OF CAPRI BLACK HAWK L.L.C.
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                              (IN THOUSANDS)



                                                          Fiscal Year Ended
                                                         -------------------
                                        April 29, 2001       April 30, 2000    April 25, 1999
                                        -------------------  ----------------  ----------------
Revenues:
  Casino . . . . . . . . . . . . . . .  $          101,997   $        88,548   $        20,679
  Rooms. . . . . . . . . . . . . . . .               3,769                 -                 -
  Food, beverage and other . . . . . .              14,021            11,774             2,422
                                        -------------------  ----------------  ----------------
    Gross revenues . . . . . . . . . .             119,787           100,322            23,101
    Less: promotional allowances . . .              19,668            15,135             2,212
                                        -------------------  ----------------  ----------------
           Net revenues. . . . . . . .             100,119            85,187            20,889
Operating expenses:
  Casino . . . . . . . . . . . . . . .              14,817            12,596             2,886
  Gaming taxes . . . . . . . . . . . .              20,082            17,340             3,930
  Rooms. . . . . . . . . . . . . . . .               1,168                 -                 -
  Food and beverage. . . . . . . . . .               3,670             3,366             1,108
  Facilities . . . . . . . . . . . . .               4,194             3,448             1,074
  Marketing and administrative . . . .              22,174            23,227             6,795
  Pre-opening. . . . . . . . . . . . .                   -                 -             3,320
  Management fees. . . . . . . . . . .               4,390             3,737               770
  Depreciation and amortization. . . .               3,336             2,114               985
                                        -------------------  ----------------  ----------------
    Total operating expenses . . . . .              73,831            65,828            20,868
                                        -------------------  ----------------  ----------------
  Operating income . . . . . . . . . .              26,288            19,359                21
  Interest expense . . . . . . . . . .             (11,688)          (11,139)           (6,057)
  Interest income. . . . . . . . . . .                 184               385               850
                                        -------------------  ----------------  ----------------
Net income (loss). . . . . . . . . . .  $           14,784   $         8,605   $        (5,186)
                                        ===================  ================  ================
</TABLE>

                 See notes to consolidated financial statements.
<PAGE>


<TABLE>
<CAPTION>



<S>                                          <C>                  <C>           <C>
                              ISLE OF CAPRI BLACK HAWK L.L.C.
                              CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
                              (IN THOUSANDS)

                                             Casino America of    Blackhawk         Total
                                             Colorado, Inc.       Gold, Ltd.    Members' Equity
                                             -------------------  ------------  -----------------

Balance, April 26, 1998.. . . . . . . . . .  $            7,121   $     5,852   $         12,973
  Equity transfer . . . . . . . . . . . . .                (500)          500                  -
  Net loss. . . . . . . . . . . . . . . . .              (2,976)       (2,210)            (5,186)
                                             -------------------  ------------  -----------------
Balance, April 25, 1999 . . . . . . . . . .               3,645         4,142              7,787
  Net income. . . . . . . . . . . . . . . .               4,905         3,700              8,605
                                             -------------------  ------------  -----------------
Balance, April 30, 2000 . . . . . . . . . .               8,550         7,842             16,392
  Net income. . . . . . . . . . . . . . . .               8,427         6,357             14,784
  Distribution to partners. . . . . . . . .                (394)         (298)              (692)
                                             -------------------  ------------  -----------------
Balance, April 29, 2001.. . . . . . . . . .  $           16,582   $    13,902   $         30,484
                                             ===================  ============  =================
</TABLE>


                 See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>



<S>                                                    <C>                  <C>          <C>
                          ISLE OF CAPRI BLACK HAWK L.L.C.
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (IN THOUSANDS)



                                                                     Fiscal Year Ended
                                                                    -------------------
                                                                 April 29,    April 30,    April 25,

                                                                     2001         2000         1999
                                                       -------------------  -----------  -----------
OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . .  $           14,784   $    8,605   $   (5,186)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
  Depreciation and amortization.. . . . . . . . . . .               3,336        2,114          985
  Amortization of deferred financing costs. . . . . .                 689          687          704
  Changes in current assets and liabilities:
    Accounts receivable.. . . . . . . . . . . . . . .                (190)         108          721
    Prepaid expenses and other assets . . . . . . . .                 (78)        (370)        (493)
    Accounts payable and accrued liabilities. . . . .              (3,739)       2,680        6,026
                                                       -------------------  -----------  -----------
Net cash provided by operating activities . . . . . .              14,802       13,824        2,757

INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . . . . . .              (8,302)     (19,351)     (40,395)
Decrease (increase) in restricted cash. . . . . . . .                (202)       2,017       46,931
Deposits and other. . . . . . . . . . . . . . . . . .                 (66)        (141)        (444)
                                                       -------------------  -----------  -----------
Net cash provided by (used in) investing activities..              (8,570)     (17,475)       6,092

FINANCING ACTIVITIES:
Proceeds from debt. . . . . . . . . . . . . . . . . .               1,942            -        1,581
Principal payments on debt. . . . . . . . . . . . . .                (953)        (754)         (59)
Distribution to partners. . . . . . . . . . . . . . .                (692)           -            -
                                                       -------------------  -----------  -----------
Net cash provided by (used in) financing activities .                 297         (754)       1,522

Net increase (decrease) in cash and cash equivalents.               6,529       (4,405)      10,371
Cash and cash equivalents at beginning of year. . . .               6,513       10,918          547
                                                       -------------------  -----------  -----------
Cash and cash equivalents at end of year. . . . . . .  $           13,042   $    6,513   $   10,918
                                                       ===================  ===========  ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash payments for interest. . . . . . . . . . . . .  $           11,251   $   10,882   $    9,851

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:
Other:
  Construction costs funded through accounts payable..                  5        1,096           24
</TABLE>






                 See notes to consolidated financial statements.
<PAGE>
                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation

     On  April 25, 1997 ("Date of Inception"), Isle of Capri Black Hawk L.L.C. a
Colorado  limited  liability  company,  was formed.  Isle-Black Hawk is owned by
Casino  America  of  Colorado,  Inc., a wholly-owned subsidiary of Isle of Capri
Casinos,  Inc.,  and  Blackhawk  Gold, Ltd., a wholly-owned subsidiary of Nevada
Gold  &  Casinos,  Inc.  The  principal  purpose  of Isle-Black Hawk has been to
develop  and operate a casino in Black Hawk, Colorado, which opened December 30,
1998.  Prior  to  December  30,  1998,  Isle-Black  Hawk was a Development Stage
Company  and  had  not  commenced  gaming  operations.

     On  August  20,  1997, Isle-Black Hawk and Isle of Capri Black Hawk Capital
Corp.,  a  wholly-owned  subsidiary  of  Isle-Black Hawk that has no operations,
issued  $75.0  million  of 13% First Mortgage Notes (the "First Mortgage Notes")
due  2004  with  contingent  interest  in  order to finance the construction and
development  of  Isle-Black  Hawk.

     The  rights  and  obligations  of  Casino  America  of  Colorado,  Inc. and
Blackhawk  Gold, Ltd. are governed in part by the Amended and Restated Operating
Agreement  of  Isle-Black Hawk (the "Agreement") dated as of July 29, 1997.  The
Agreement  provides  that Isle-Black Hawk will continue until December 31, 2096,
or  until  such  date  that  dissolution  may occur.  Pursuant to the Agreement,
Casino  America  of  Colorado,  Inc.  contributed cash, land purchase rights and
development  costs  to Isle-Black Hawk and Blackhawk Gold, Ltd. contributed land
to  Isle-Black  Hawk.

     On  July 29, 1997, Casino America of Colorado, Inc., Isle of Capri Casinos,
Inc.,  Blackhawk Gold, Ltd., and Nevada Gold & Casinos, Inc. also entered into a
Members  Agreement  (the "Members Agreement") which addressed the development of
Isle-Black  Hawk,  management  of  Isle-Black  Hawk,  additional  capital
contributions,  and  other  matters.  Casino  America  of  Colorado, Inc. has an
ownership  interest  in  Isle-Black  Hawk of 57% and Blackhawk Gold, Ltd. has an
ownership  interest in Isle-Black Hawk of 43%.  Profits and losses of Isle-Black
Hawk  are  allocated  in  proportion  to  ownership  interests.

     The  consolidated  financial  statements  of  Isle-Black  Hawk  include the
accounts  of  Isle  of Capri Black Hawk L.L.C. and its subsidiary, Isle of Capri
Black  Hawk  Capital  Corp.  All material intercompany balances and transactions
have  been  eliminated  in  consolidation.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  in  the  United  States  necessarily  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the date of the financial statements as well as revenues and expenses during the
reporting  period.  Actual  amounts  when  ultimately realized could differ from
those  estimates.

     Cash  equivalents

     Isle-Black  Hawk considers all highly liquid investments with a maturity at
the  time  of purchase of three months or less to be cash equivalents.  At April
29,  2001,  there  were  no  cash  equivalents.

<PAGE>
                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Deferred  Financing  Costs

     The  costs  of  issuing  long-term debt have been capitalized and are being
amortized using the effective interest method over the term of the related debt.

     Income  Taxes

     No provision for federal or state income taxes is recorded in the financial
statements,  as income taxes are the responsibilities of the individual members.

     Revenue  and  promotional  allowances

     Casino  revenues  represent the net win from gaming activities.  Net win is
the  difference  between  gaming  wins  and  losses.  Casino revenues are net of
accruals  for  the  anticipated  payouts of progressive electronic gaming device
jackpots.

     Net  revenues do not include the retail amount of food, beverage, and other
items  provided gratuitously to customers.  These amounts, which are included in
promotional allowances, totaled $10.3 million, $7.1 million and $1.1 million for
the years ended April 29, 2001, April 30, 2000 and April 25, 1999, respectively.
The  estimated  cost of providing such complimentary services, which is included
in casino expense, was $7.3 million, $5.9 million and $1.0 million for the years
ended  April  29,  2001,  April  30,  2000  and  April  25,  1999, respectively.
Promotional  allowances  also  include  cash  given  to  guests  (see  New
Pronouncements).

     Advertising  Costs

     Advertising  costs  are  expensed as incurred.  Advertising expense for the
years  ended  April  29,  2001,  April  30, 2000 and April 25, 1999 totaled $2.3
million,  $2.5  million  and  $.8  million,  respectively.

     New  Pronouncements

          In  June  1998,  FASB  Statement  No.  133  Accounting  for Derivative
Instruments  and  Hedging  Activities  ("FASB  133")  was  issued.  FASB  133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  In  June  1999,  FASB  Statement  No.  137  Accounting for
Derivative  Instruments  and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 ("FASB 137") was issued.  FASB 133, as amended by FASB
137,  is  effective  for all fiscal quarters of all fiscal years beginning after
June  15, 2000.  The Company does not have any derivative or hedging instruments
as  of  April  29,  2001  and expects FASB Statement No. 133 to have no material
effect.

     Effective  for  fiscal 2001, the Company adopted new guidance issued by the
Emerging  Issues Task Force of the Financial Accounting Standards Board relative
to  EITF Issue No.00-14 "Accounting for Certain Sales Incentives" and EITF Issue
No.00-22,  "Accounting for "Points" and Certain Other Time-Based Sales Incentive
Offers, and Offers for Free Products or Services to be Delivered in the Future".
EITF Issue No.00-14 requires the redemption of coupons for cash to be recognized
as  a  reduction  of  revenue and EITF Issue No.00-22 requires the redemption of
"points"  for  cash to be recognized as a reduction of revenue.  The Company has
complied  with  the  requirements  of  this  new  guidance  in  the accompanying
consolidated  statements  of  operations.  To be consistent with the fiscal 2001
presentation, approximately $8.0 million and $1.2 million of slot points expense
and  cash  coupon  redemptions,  previously reported as marketing expenses, have
been  reclassified  to promotional allowances for the years ended April 30, 2000
and  April  25,  1999,  respectively.


<PAGE>
                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     PROPERTY  AND  EQUIPMENT

     Property  and  equipment  consists  of  the  following:



<TABLE>
<CAPTION>



<S>                                                 <C>              <C>
                                                          April 29,  April 30,
                                                            2001        2000
                                                    ---------------  ----------
Property and equipment . . . . . . . . . . . . . .          (In thousands)
  Land and land improvements.. . . . . . . . . . .  $        15,819  $   16,104
  Leasehold improvements.. . . . . . . . . . . . .               45           -
  Buildings and improvements . . . . . . . . . . .           87,224      61,443
  Furniture, fixtures and equipment. . . . . . . .            7,012       3,261
  Construction in progress . . . . . . . . . . . .               12      21,002
                                                    ---------------  ----------
                                                            110,112     101,810
  Less:  accumulated depreciation and amortization            6,435       3,099
                                                    ---------------  ----------
                                                    $       103,677  $   98,711
                                                    ===============  ==========
</TABLE>




     Property  and equipment is recorded at cost, except for land contributed by
Blackhawk  Gold,  Ltd.,  which is recorded at its appraised value.  Depreciation
and  amortization  of  property  and  equipment  began  accumulating  upon  the
commencement of gaming operations and is computed using the straight-line method
over  the  following  estimated  useful  lives:

<TABLE>
<CAPTION>



<S>                                <C>

                                   YEARS
                                   -----
Slot machines.. . . . . . . . . .      3
Furniture, fixtures and equipment   5-10
Buildings and improvements. . . .   39.5

</TABLE>

     Interest  capitalized during the years ended April 29, 2001, April 30, 2000
and  April  29,  1999  totaled  $.7  million,  $1.1  million  and  $4.8 million,
respectively.  Depreciation  expense  for  the years ended April 29, 2001, April
30,  2000  and  April  25,  1999,  totaled  $3.3  million, $2.1 million and $1.0
million,  respectively.

          Effective  April  26,  1999, Isle-Black Hawk increased its estimate of
the  useful  lives of all buildings and improvements from 25 years to 39.5 years
to more appropriately reflect the expected useful lives of those assets.  At the
same  time,  Isle-Black  Hawk  reduced  its estimate of the useful lives of slot
machines  from  5 years to 3 years due to technological changes.  The net effect
of these two changes increased consolidated net income for the years ended April
29,  2001  and  April  25,  2000,  by $.9 million and $.9 million, respectively.
Excluding  the  changes  in  useful lives, consolidated net income for the years
ended  April 29, 2001 and April 30, 2000 would have been  $13.9 million and $7.7
million,  respectively.

3.     RESTRICTED  CASH

     Restricted  cash  consists of a certificate of deposit in the amount of $.2
million  to  secure  the  Isle-Black  Hawk  letter  of  credit  (see  Note  5).


<PAGE>

                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


4.    FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The  following methods and assumptions were used to estimate the fair value
of  each  class of financial instruments for which it is practicable to estimate
the  value:

     Cash and cash equivalents - The carrying amounts approximate fair value
                                 because of the short maturity of these
                                 instruments.

     Restricted cash - The carrying amounts approximate fair value because of
                       The short maturity of these instruments.

     Long-term debt - The fair value of Isle-Black Hawk's long-term debt is
                      estimated  based  on  either the quoted market price of
                      the  underlying  debt  issue  or,  when a quoted market
                      price  is  not  available,  the discounted cash flow of
                      future  payments  utilizing  current rates available to
                      Isle-Black  Hawk  for  debt  of  similar  remaining
                      maturities.  Debt  obligations  with  a short remaining
                      maturity  are  valued  at  the  carrying  amount.

The  estimated  carrying  amounts and fair values of Isle-Black Hawk's financial
instruments  are  as  follows:


<TABLE>
<CAPTION>



<S>                          <C>               <C>              <C>      <C>
                             APRIL 29, 2001                     APRIL 30, 2000
                             ----------------                   ---------------
                             CARRYING                           CARRYING
                             AMOUNT            FAIR VALUE       AMOUNT   FAIR VALUE
                             ----------------  ---------------  -------  -----------
                                                     (IN THOUSANDS)
FINANCIAL ASSETS:
  Cash and cash equivalents  $         13,042  $        13,042  $ 6,513  $     6,513
  Restricted cash . . . . .               202              202        -            -

FINANCIAL LIABILITIES:
  First mortage notes . . .  $         75,000  $        79,500  $75,000  $    80,625
  Other long-term debt. . .             1,757            1,757      768          768
</TABLE>


<PAGE>
                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


5.     LONG-TERM  DEBT

Long-term  debt  consists  of  the  following:


<TABLE>
<CAPTION>



<S>                                                                        <C>         <C>
                                                                         April 29,     April 30,
                                                                           2001           2000
                                                                       ----------     ----------
                                                                             (In thousands)

13% First Mortgage Notes, issued by Isle of Capri Black Hawk L.L.C.,
  due August 2004; non-recourse to Isle of Capri Casinos, Inc . . . .  $   75,000  $   75,000
11% note payable, issued by Isle of Capri Black Hawk L.L.C.,
  paid March 2001 . . . . . . . . . . . . . . . . . . . . . . . . . .           -         768
Notes payable, interest at 90 day LIBOR + 3.00% (7.27% on April 29,
  2001), issued by Isle of Capri Black Hawk L.L.C., due July 2004;
  non-recourse to Isle of Capri Casinos, Inc. . . . . . . . . . . . .       1,757           -
                                                                       ----------  ----------
                                                                           76,757      75,768
Less: current maturities. . . . . . . . . . . . . . . . . . . . . . .         555         768
                                                                       ----------  ----------
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   76,202  $   75,000
                                                                       ==========  ==========
</TABLE>




     On  August  20,  1997,  Isle-Black  Hawk  issued $75.0 million of 13% First
Mortgage  Notes  with  contingent  interest,  due  August  31,  2004,  that  is
non-recourse debt to Isle of Capri Casinos, Inc.  Interest on the First Mortgage
Notes  is  payable  semi-annually  on  February  28  and August 31 of each year,
commencing  February  28, 1998.  Additionally, contingent interest is payable on
the  First  Mortgage  Notes  on  each  interest  payment  date,  in an aggregate
principal  amount  of 5% of Isle-Black Hawk's Consolidated Cash Flow (as defined
in  the  Indenture),  provided  that no contingent interest was payable prior to
commencement  of  operations  and may, under certain circumstances, be deferred.
Every  six  months  Isle-Black  Hawk  has  met  its  debt covenant ratios to pay
contingent  interest in accordance with the Indenture.  The amount of contingent
interest  expense recorded for the years ended April 29, 2001 and April 30, 2000
totaled  $1.5  million  and  $1.1  million,  respectively.

     The  First  Mortgage Notes are redeemable at the option of Isle-Black Hawk,
in  whole or in part, at any time on or after August 31, 2001, at the redemption
prices  (expressed  as  percentages  of  principal  amount) set forth below plus
accrued  and  unpaid  interest  to  the  redemption date, if redeemed during the
12-month  period  beginning  on  August  31  of  the  years  indicated  below:


<TABLE>
<CAPTION>



<S>                   <C>
Year                   Percentage
--------------------  -----------

2001.. . . . . . . .     106.500%
2002.. . . . . . . .     103.200%
2003 and thereafter.     100.000%
</TABLE>



     On  June  5, 2000, as required by the Indenture, Isle-Black Hawk offered to
purchase for cash up to $1.2 million principal amount of First Mortgage Notes at
a  price of $1,010 per $1,000 principal amount, plus interest accrued up to, but
not  including,  the payment date in accordance with the terms of the Indenture.
None of the First Mortgage Notes were tendered for purchase.  Isle-Black Hawk is
required  to  make  an offer based upon excess cash flow, as defined, every year
during  the  term  of  the  First  Mortgage  Notes.

<PAGE>

                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


5.     LONG-TERM  DEBT  (CONTINUED)

     Isle-Black  Hawk obtained a letter of credit, as a requirement to guarantee
the  City  of  Black Hawk (the "City") improvements according to the subdivision
improvement agreement with the City.  The letter of credit, totaling $.4 million
and insured by $.2 million of restricted cash, can be drawn upon by the City for
repair  on  the  public  improvements during the one-year warranty period ending
February  2002.

     Substantially all of Isle-Black Hawk's assets are pledged as collateral for
long-term  debt.  At  April 29, 2001, Isle-Black Hawk was in compliance with all
debt  covenants.

          The  aggregate principal payments due on total long-term debt over the
next  five  fiscal  years  and  thereafter  are  as  follows:


<TABLE>
<CAPTION>



<S>                    <C>
                       For the Fiscal Year Ending
                             (In thousands)
                       ----------------------------
2002. . . . . . . . .  $                        555
2003. . . . . . . . .                           555
2004. . . . . . . . .                           555
2005. . . . . . . . .                        75,092
2006. . . . . . . . .                             -
Thereafter.                                       -
                       ----------------------------
                                            $76,757
                       ============================
</TABLE>



6.     LEASE  COMMITMENTS

     Minimum  rental  obligations under all non-cancelable operating leases with
terms  of  one  year  or  more  as  of  April  29,  2001  are  as  follows:


<TABLE>
<CAPTION>



<S>                  <C>
      Fiscal Year Ending
      (In thousands)
-------------------
2002. . . . . . . .  $3,169
2003. . . . . . . .   1,431
</TABLE>




     Rent  expense  for  operating  leases  was approximately $4.8 million, $4.5
million  and $1.8 million for the years ended April 29, 2001, April 30, 2000 and
April  25,  1999,  respectively.

7.     RELATED  PARTY  TRANSACTIONS

     Management  Agreement

       On  April  25, 1997, Isle-Black Hawk entered into a Management Agreement,
which  was  subsequently  amended and restated on July 29, 1997 (the "Management
Agreement"),  with  Isle  of  Capri  Casinos,  Inc., which manages the casino in
exchange  for a fee.  The management fee is equal to two percent of revenues, as
defined, plus ten percent of operating income, but not to exceed four percent of
revenues, as defined.  The  management  fee  became  effective  upon
commencement of casino operations.

<PAGE>

                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.     RELATED  PARTY  TRANSACTIONS  (CONTINUED)

     Lease  Agreement

       On  January  2,  1998,  Casino  America  of  Colorado,  Inc.  acquired
approximately  0.7  acres of property contiguous to the property being developed
by  Isle-Black  Hawk  for  expansion  of the entrance and signage (the "Acquired
Property").  On  January  2,  1998,  Isle-Black  Hawk, as lessee, entered into a
lease  agreement with Casino America of Colorado, Inc. for the Acquired Property
and  has  utilized  the  Acquired  Property in developing the Casino.  The lease
obligation  consisted  of  $102,000  paid  upon  the  inception of the lease and
$17,000  per  month,  commencing July 15, 1998 and continuing until December 31,
2002.  During  the  term of the lease, Isle-Black Hawk had the right to purchase
the  property  for  $1.5  million plus all interest and out-of-pocket costs that
Casino  America  of  Colorado, Inc. incurred in connection with the purchase and
ownership of the land, less any payments made by Isle-Black Hawk, as lessee.  On
January  7,  2000,  Isle-Black  Hawk  purchased  the  property for $1.3 million.

     Loans

          In  August  2000,  Isle-Black Hawk completed construction of its hotel
containing  237  rooms  for approximately $29.0 million.  Isle of Capri Casinos,
Inc.  loaned  Isle-Black  Hawk a total of $5.75 million that was used to develop
the  hotel.  The  first  loan,  $5.0  million,  was repaid by Isle-Black Hawk on
November  28,  2000.  The  second  loan,  $0.75 million, is due and payable upon
redemption  of  the  First  Mortgage  Notes.  The  loan  is included in accounts
payable  to  related  parties  in  the accompanying consolidated balance sheets.

8.     PREOPENING  EXPENSES

     Preopening expenses of $3.3 million represent salaries, benefits, training,
marketing  and other costs incurred in connection with the opening of the Casino
on  December  30,  1998.

9.     EMPLOYEE  BENEFIT  PLAN

     Isle-Black  Hawk  has a defined-contribution profit-sharing plan, including
401(k) plan provisions, covering substantially all of its employees.  Isle-Black
Hawk's  contribution  expense  related to this plan was $139,000 and $51,000 for
the  years  ended  April  29, 2001 and April 30, 2000, respectively.  Isle-Black
Hawk's  contribution  is based on a percentage of employee contributions and may
include  an  additional  discretionary  amount.


<PAGE>

                         ISLE OF CAPRI BLACK HAWK L.L.C.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


10.     SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)


<TABLE>
<CAPTION>



<S>                       <C>                      <C>           <C>           <C>
                                                 FISCAL QUARTERS ENDED
                                                     (IN THOUSANDS)
                                                -----------------------
                                         JULY 30,   OCTOBER 29,   JANUARY 28,   APRIL 29,
                                          2000          2000          2001        2001
                          -----------------------  ------------  ------------  ----------
Net revenue. . . . . . .  $                23,285  $     26,317  $     24,431  $   26,086
Operating income . . . .                    5,599         6,722         5,993       7,974
Net income . . . . . . .                    3,262         3,617         2,988       4,917

                                                 FISCAL QUARTERS ENDED
                                                     (IN THOUSANDS)
                                                 ------------------------
                                         JULY 25,   OCTOBER 24,   JANUARY 23,   APRIL 30,
                                          1999          1999          2000        2000
                          -----------------------  ------------  ------------  ----------
Net revenue. . . . . . .  $                18,762  $     20,160  $     21,843  $   24,424
Operating income . . . .                    3,756         4,354         5,134       6,115
Net income . . . . . . .                    1,141         1,628         2,448       3,388
</TABLE>



          Quarterly  data may not necessarily sum to the full year data reported
          in  the  Company's  consolidated  financial  statements.




<PAGE>




ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE.

                 None.

                                    PART III
                                    --------

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

          The  Managers  and  the  Executive Officers of the Isle of Capri Black
Hawk L.L.C. and the directors and executive officers of Isle of Capri Black Hawk
Capital  Corp.  are  set  forth  below:


NAME                      AGE       POSITION(S)
----                      ---       -------------
Bernard  Goldstein        72      Chief  Executive  Officer  of  Isle of Capri
                                  Black  Hawk  L.L.C.  and  of  Isle  of  Capri
                                  Black  Hawk  Capital  Corp.
John  M. Gallaway         63      President and Chief Operating Officer of Isle
                                  of  Capri  Black  Hawk  L.L.C.  and  of  Isle
                                  of Capri  Black  Hawk  Capital  Corp.; Manager
                                  of Isle  of  Capri  Black  Hawk  L.L.C.;
                                  Director  of Isle  of  Capri  Capital  Corp.
Allan  B.  Solomon.       65      Executive  Vice  President,  General Counsel
                                  and  Secretary  of  Isle  of  Capri  Black
                                  Hawk L.L.C.  and  of  Isle  of  Capri  Black
                                  Hawk Capital  Corp.;  Manager  of  Isle  of
                                  Capri  Black Hawk  L.L.C.;  Director  of
                                  Isle  of  Capri  Black  Hawk  Capital  Corp.
H.  Thomas  Winn          61      Vice  President  of  Isle  of Capri Black Hawk
                                  L.L.C.  and  of  Isle  of  Capri  Black  Hawk
                                  Capital  Corp.;  Manager  of  Isle  of  Capri
                                  Black Hawk  L.L.C.;  Director  of  Isle  of
                                  Capri  Black  Hawk  Capital  Corp.
Rexford  A.  Yeisley      54      Senior  Vice  President,  Chief  Financial
                                  Officer, Treasurer and  Assistant  Secretary
                                  of Isle  of  Capri  Black  Hawk  L.L.C.
                                  and  of  Isle of  Capri  Black  Hawk
                                  Capital  Corp.
Timothy  M.  Hinkley      45      Senior Vice President of Operations of Isle
                                  of Capri  Black  Hawk  L.L.C. and of Isle
                                  of  Capri  Black  Hawk  Capital  Corp.
Robert  Fiore             60      Regional  Vice  President of Operations of
                                  Isle of Capri Black  Hawk  L.L.C.  and  of
                                  Isle  of  Capri Black  Hawk Capital  Corp.
Mike Shubic.              48      Vice President and General Manager of Isle
                                  of Capri Black  Hawk  L.L.C.  and  of Isle
                                  of  Capri  Black  Hawk  Capital  Corp.



     Bernard Goldstein.  Mr. Goldstein has been Chairman of the Board of Isle of
Capri Casinos, Inc. since June 1992 and Chief Executive Officer of Isle of Capri
Casinos, Inc. since September 1995.  From June 1992 until February 1993 and from
September  1995  until December 1995, Mr. Goldstein was also President and Chief
Executive  Officer of Isle of Capri Casinos, Inc.  Mr. Goldstein has been active
in  the  development  of the riverboat gaming industry in a number of states and
was  Chairman  of  the  Board of Steamboat Development Corporation and Steamboat
Southeast,  Inc.,  both  of which were involved in the first legalized riverboat
gaming  ventures  in  the  United States.  In addition to his involvement in the
riverboat  gaming  industry,  Mr.  Goldstein  has  been  involved in scrap metal
recycling  since  1951  and  barge-line  transportation  since  1960.
<PAGE>

     John  M.  Gallaway.  Mr.  Gallaway  has  been  President  of  Isle of Capri
Casinos,  Inc.  since December 1995 and Chief Operating Officer of Isle of Capri
Casinos,  Inc.  since  July 1996.  From July 1995 to November 1995, Mr. Gallaway
was  a professor at the University of Houston.  Mr. Gallaway was Deputy Managing
Director,  Gaming,  of  Sun  International,  a  company  engaged  in  owning and
operating  casinos  and  resorts,  from September 1992 to August 1994.  Prior to
that,  from  1984  to  1992,  Mr.  Gallaway was President and General Manager of
TropWorld  Casino  and  Entertainment  Resort in Atlantic City and, from 1981 to
1984,  he was President and General Manager of the Tropicana Hotel in Las Vegas.

     Allan B. Solomon.  Mr. Solomon has been Secretary and a director of Isle of
Capri  Casinos,  Inc. since June 1992, served as the Chief Financial Officer and
Treasurer of Isle of Capri Casinos, Inc. from June 1992 to October 1993, and was
Chairman  of  its  Executive  Committee  from  January  1993 to April 1995.  Mr.
Solomon  became  General  Counsel of Isle of Capri Casinos, Inc. in May 1994 and
became Executive Vice President in April 1995.  Mr. Solomon was a partner in the
Florida  law  firm  of  Broad  and  Cassel  from  1986  to  May  1994.

     H.  Thomas  Winn.  Mr.  Winn  has  been the Chairman, CEO, and President of
Nevada  Gold & Casinos, Inc. since January 1994.  He has also been a Director of
Nevada  Gold  &  Casinos, Inc. since 1994.  Mr. Winn is also Chairman of Aaminex
Capital  Corporation.  Aaminex Capital Corporation is a financial consulting and
venture  capital  firm,  involved  in  real  estate,  mining  and  environmental
activities.  Mr.  Winn  has  formed numerous investment-limited partnerships and
capital  formation  ventures.

     Rexford  A.  Yeisley.  Mr. Yeisley has been Chief Financial Officer of Isle
of  Capri  Casinos,  Inc.  since  December  1995.  Mr.  Yeisley  was Senior Vice
President  and  Chief Financial Officer of Six Flags Theme Parks, Inc. from 1991
to  1995,  and  from  1988  to  1991,  Mr.  Yeisley was Vice President and Chief
Financial  Officer  of  that  company.

     Timothy  M.  Hinkley.  Mr.  Hinkley  has  been  Senior  Vice  President  of
Operations  for  Isle  of Capri Casinos, Inc. since April 1997.  Mr. Hinkley was
General  Manager and Vice President of the Isle of Capri Casino and Hotel Resort
in Biloxi, Mississippi from May 1992 to April 1997.  Prior to that, from 1990 to
1992,  Mr.  Hinkley was Vice President of Food and Beverage and Entertainment of
Steamboat  Development  Corporation,  a  riverboat  gaming  company  in  Iowa.

     Robert  S. Fiore.  Mr. Fiore has been Regional Vice President of Operations
of  Isle  of  Capri  Casinos, Inc. since July 1, 2000.  From August 1998 to June
2000,  Mr.  Fiore  was Vice President and General Manager of Isle of Capri Black
Hawk  L.L.C.  Prior to that, Mr. Fiore was General Manager at the Belle of Baton
Rouge  Casino in Baton Rouge, LA for Argosy Gaming from September 1997 to August
1998.  From  April  1995  to  February 1997, Mr. Fiore was President and General
Manger  of  the  Tropicana Resort and Casino in Las Vegas for Aztar Corporation,
and  from  August 1989 to March 1995, Mr. Fiore was President and General Manger
of  the  Ramada  Express Hotel and Casino in Laughlin, NV for Aztar Corporation.

     Mike  Shubic.  Mr.  Shubic  has  been Vice President and General Manager of
Isle of Capri Black Hawk L.L.C. since July 2000.  Mr. Shubic was General Manager
at  Windermere  Country  Club  in Windermere, FL from January 1999 to July 2000.
Prior  to  that,  Mr.  Shubic attended the Golf Academy of the South from August
1997  to  December  1998.  From  May  1994  to  August 1997, Mr. Shubic was Vice
President  Midwest  Operations  for  Station  Casinos, Inc. headquartered in Las
Vegas.


<PAGE>
ITEM  11.     EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

     The following table sets forth a summary of the annual, long-term and other
compensation  for  services  rendered  to Isle of Capri Black Hawk L.L.C. by the
General  Manager  during fiscal 2001.  None of our Executive Officers other than
Mr.  Shubic and Mr. Fiore have received compensation from Isle of Capri Casinos,
Inc.  for  services  rendered  to  Isle  of  Capri  Black  Hawk  L.L.C.


<TABLE>
<CAPTION>



<S>                            <C>                  <C>                      <C>            <C>          <C>
                                               ANNUAL COMPENSATION                          LONG TERM COMPENSATION
                                               -------------------                          -----------------------
                               FISCAL
                               YEAR                                                         SECURITIES   LONG TERM

                               ENDED                                                        UNDERLYING   COMPENSATION

NAME AND PRINCIPAL POSITION    APRIL 29             SALARY                   BONUS          OPTIONS (#)  AWARDS
-----------------------------  -------------------  -----------------------  -------------  -----------  -------
Mike Shubic . . . . . . . . .                 2001  $               148,522  $      51,952       10,000  $12,988
   Vice President and General
   Manager

Robert Fiore. . . . . . . . .                 2001  $                31,846  $           -            -  $     -
   Vice President and General
   Manager


<S>                            <C>






                               ALL OTHER
NAME AND PRINCIPAL POSITION .  COMPENSATION (1)
-----------------------------  -----------------
Mike Shubic . . . . . . . . .  $          21,101
   Vice President and General
   Manager

Robert Fiore. . . . . . . . .  $             585
   Vice President and General
   Manager
</TABLE>




(1)  Includes medical insurance paid by the Company for Mr. Shubic of $162, life
insurance  paid  by  the  Company for Mr. Shubic of $59, and relocation expenses
reimbursed  to  Mr.  Shubic  of  $20,880.  Includes  life  insurance paid by the
Company  for  Mr.  Fiore  of  $50  and  401k  matches  for  Mr.  Fiore for $535.

OPTION  GRANTS  FOR  LAST  FISCAL  YEAR

     The  following  table  sets forth information concerning options granted by
Isle  of  Capri  Casinos,  Inc.  during  fiscal  2001  to  Mr.  Shubic.

<TABLE>
<CAPTION>



<S>          <C>                 <C>         <C>                             <C>                            <C>       <C>
                          INDIVIDUAL GRANTS
                          ------------------
                                 % OF TOTAL
             NUMBER OF           OPTIONS                                                         POTENTIAL REALIZABLE VALUE OF
             SECURITIES          GRANTED TO                                                      ASSUMED ANNUAL RATES OF STOCK
             UNDERLYING          EMPLOYEES   EXERCISE OR                                         PRICE APPRECIATION FOR OPTION
             OPTIONS             IN FISCAL   BASE PRICE         EXPIRATION                                  TERM (1)
                                                                                                 ------------------------------
NAME         GRANTED (#)         YEAR        $/SHARE            DATE                               5% ($)              10% ($)
-----------  ------------------  ----------  ------------------------------  --------------------------------------------------

Mike Shubic  10,000              1.6%        $  15.47           9/15/10                            $98,969           $248,369
</TABLE>




(1) The potential realizable dollar value of a grant is the product of:  (a) the
difference  between (i) the product of the per-share market price at the time of
the  grant and the sum of 1 plus the stock appreciation rate compounded annually
over  the  term of the option (here, 5% and 10%) and (ii) the per-share exercise
price  of  the  option  and (b) the number of securities underlying the grant at
fiscal  year-end.


<PAGE>
AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND FISCAL YEAR-END OPTION
VALUES

     The  following table sets forth information concerning the number and value
of  shares acquired on the exercise of options and exercisable and unexercisable
stock  options  at  the  end  of  fiscal  2001  for  Mr.  Shubic.


<TABLE>
<CAPTION>



<S>          <C>                    <C>                     <C>                         <C>
                                                            NUMBER OF SECURITIES        VALUE OF UNEXERCISED
             SHARES                                         UNDERLYING UNEXERCISED      IN-THE-MONEY OPTIONS AT
             ACQUIRED ON            VALUE                   OPTIONS AT FISCAL YEAR END  FISCAL YEAR END ($)
NAME         EXERCISE (#)           REALIZED                EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
-----------  ---------------------  ----------------------  --------------------------  ---------------------------

Mike Shubic            -                       -                    0/10,000                 $0/$0
</TABLE>






<PAGE>
ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Isle  of  Capri  Casinos, Inc. and Nevada Gold & Casinos, Inc. beneficially
own a 57% and 43% interest, respectively, in the Isle of Capri Black Hawk L.L.C.
The  following table sets forth information as of July 13, 2001, with respect to
the  beneficial  ownership  of Isle of Capri Casinos, Inc., and the stock by (i)
each  manager  of Isle of Capri Black Hawk L.L.C. (ii) each executive officer of
Isle  of  Capri Black Hawk L.L.C.; and (iii) all executive officers and managers
of  Isle  of  Capri  Black  Hawk  L.L.C.  as  a  group.


<TABLE>
<CAPTION>



<S>                       <C>                          <C>                           <C>
                          NUMBER OF SHARES OF          PERCENTAGE OF
                          ISLE OF CAPRI CASINOS, INC.  ISLE OF CAPRI CASINOS, INC.
                          COMMON STOCK                 COMMON STOCK
NAME OF BENEFICIAL OWNER  BENEFICIALLY OWNED           OUTSTANDING
------------------------  ---------------------------  ----------------------------

Bernard Goldstein. . . .   3,416,235                   (1)  11.0%
John M. Gallaway . . . .     350,500                   (2)   1.1%
Allan B. Solomon.. . . .     474,700                   (3)   1.5%
H. Thomas Winn . . . . .           -                           *
Rexford A. Yeisley.. . .     123,900                   (4)     *
Timothy M. Hinkley . . .     120,474                   (5)     *
Robert S. Fiore. . . . .      12,000                   (6)     *
Mike Shubic. . . . . . .           -                           *
------------------------
* Less than one percent.
</TABLE>





     Isle  of  Capri  Black Hawk L.L.C. is the sole shareholder of Isle of Capri
Black  Hawk  Capital  Corp.
(1)     Includes 12,634 shares and warrants held by Alter Company (formerly
        Valley Corporation) of which Bernard Goldstein is Chairman and 401,500
        Shares issuable upon exercise of stock options that are exercisable
        within 60 days.

(2)     Includes  299,500  shares  that  are issuable upon the exercise of stock
        options  that  are  exercisable  within  60  days.

(3)     Includes  279,700  shares  that  are issuable upon the exercise of stock
        options  that  are  exercisable  within  60  days.

(4)     Includes  101,600  shares  that  are issuable upon the exercise of stock
        options  that  are  exercisable  within  60  days.

(5)     Includes  103,600  shares  that  are issuable upon the exercise of stock
        options  that  are  exercisable  within  60  days.

(6)     Includes  12,000  shares  that  are  issuable upon the exercise of stock
        options  that  are  exercisable  within  60  days.


<PAGE>
ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     We  entered  into an amended and restated management agreement with Isle of
Capri  Casinos,  Inc.  dated  as  of  July 29, 1997.  The term of the Management
Agreement  expires on December 31, 2096, unless terminated earlier in accordance
with  the terms.  In consideration of the services provided under the management
agreement,  we have agreed to pay Isle of Capri Casinos, Inc., as manager, a fee
equal  to  2%  of capitalized revenues (as defined in the Management Agreement),
plus ten percent of Operating Income (as defined in the Management Agreement) up
to  a  maximum  of  4%  of  revenues.

     We  entered into a License Agreement with Isle of Capri Casinos, Inc. dated
July  29,  1997 which became effective on the Closing Date and pursuant to which
we have been granted a license to use the trademarks Isle of Capri , Island Gold
,  Calypso's  , Farraddays'  and Isle Style , the trademark Isle of Capri parrot
logo  and future trademarks utilized by Isle of Capri Casinos, Inc. at its other
gaming  facilities.  No license fee is payable.  The license terminates upon the
occurrence  of  certain events, such as termination of the Management Agreement.

     On January 2, 1998, Casino America of Colorado, Inc. acquired approximately
0.7  acres  of property contiguous to the property being developed by Isle-Black
Hawk  for  expansion  of the entrance and signage (the "Acquired Property").  On
January 2, 1998, Isle-Black Hawk, as lessee, entered into a lease agreement with
Casino  America of Colorado, Inc. for the Acquired Property and has utilized the
Acquired Property in developing Isle-Black Hawk.  The lease payment consisted of
$102,000  paid upon the inception of the lease and $17,000 per month, commencing
July 15, 1998 and continuing until December 31, 2002.  The term of the lease was
through  December  31, 2002, and thereafter on a year to year basis.  During the
term  of  the  lease, Isle-Black Hawk had the right to purchase the property for
$1.5  million  plus  all interest and out-of-pocket costs that Casino America of
Colorado,  Inc.  incurred  in  connection with the purchase and ownership of the
land, less any payments made by Isle-Black Hawk, as lessee.  On January 7, 2000,
Isle-Black  Hawk  purchased  the  property  for  $1.3  million.


<PAGE>

                                     PART IV
                                     -------

ITEM  14.     EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

     (a)     Documents  Filed  as  Part  of  this  Report.
             --------------------------------------------

          1.     Financial  Statements.
                 ---------------------

               The following financial statements of Isle of Capri Black Hawk
               L.L.C. and Isle of Capri Black Hawk Capital Corp. and reports of
               independent auditors are included on pages 14 to 26 of this Form
               10-K:

                    ISLE  OF  CAPRI  BLACK  HAWK L.L.C./ISLE OF CAPRI BLACK HAWK
CAPITAL  CORP.

                    Report  of  Independent  Auditors
                    Consolidated  Balance  Sheets
                    Consolidated  Statements  of  Operations
                    Consolidated  Statements  of  Members'  Equity
                    Consolidated  Statements  of  Cash  Flows
                    Notes  to  Consolidated  Financial  Statements


          2.     Financial  Statements  Schedules.
                 --------------------------------

               None  required  or  applicable.


          3.     Exhibits.
                 --------

               A  list of the exhibits included as part of this Form 10-K is set
forth  in  the  Exhibit  Index that immediately precedes such exhibits, which is
incorporated  herein  by  reference.

     (b)     Reports  on  Form  8-K.
             ----------------------

          None.


<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

          ISLE  OF  CAPRI  BLACK  HAWK  L.L.C.


Dated:  July  27,  2001     By:  /s/  John  M.  Gallaway
                               -------------------------
          John  M.  Gallaway,  President,
          Chief  Operating  Officer  and  Manager


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.


Dated:  July  27,  2001      /s/  John  M.  Gallaway
                            ------------------------
          John  M.  Gallaway,  President,
          Chief  Operating  Officer  and  Manager


Dated:  July  27,  2001      /s/  Rexford  A.  Yeisley
                            --------------------------
          Rexford  A.  Yeisley,  Chief  Financial  Officer
          (Principal  Financial  and  Accounting  Officer)


Dated:  July  27,  2001      /s/  Allan  B.  Solomon
                            ------------------------
          Allan  B.  Solomon,  Executive  Vice  President,
          Secretary,  General  Counsel  and  Manager


Dated:  July  27,  2001      /s/  H.  Thomas  Winn
                            ----------------------
          H.  Thomas  Winn,  Vice  President,  Manager


<PAGE>


                              INDEX  TO  EXHIBITS




EXHIBIT  NUMBER          DESCRIPTION
---------------          -----------


     1     Purchase  Agreement  among Isle of Capri Black Hawk Capital Corp. and
           Jefferies  &  Company,  Inc.  (1)

     3.1     Articles  of  Organization  of Isle of Capri Black Hawk L.L.C.  (1)

     3.2     Articles of Incorporation of Isle of Capri Black Hawk Capital Corp.
            (1)

     3.3     Bylaws  of  Isle  of  Capri  Black  Hawk  Capital  Corp.  (1)

     4.1     Indenture  among  Isle  of  Capri  Black Hawk L.L.C., Isle of Capri
             Black  Hawk  Capital  Corp.  and  Bank  of  New  York  (1)

     4.2     Form  of  13% Series A First Mortgage Note due 2004 with Contingent
             Interest.  (1)

     4.3     Cash  Collateral and Disbursement Agreement among Bank of New York,
             as  the Disbursement Agent, Bank of New York, as the Trustee, CRSS
             Constructors, Inc.,  as the  Independent  Construction  Consultant,
             Isle of Capri Black Hawk L.L.C., as the Company and an Issuer  and
             Isle of Capri Black Hawk Capital Corp., as  Co-Issuer.  (1)

     4.4     Registration  Rights  Agreement  among  Isle  of  Capri  Black Hawk
             L.L.C.,  Isle  of  Capri Black Hawk Capital Corp., and Jefferies &
             Company, Inc.  (1)

     4.5     Deed of Trust to Public Trustee, Security Agreement, Fixture Filing
             and  Assignment of Rents, Leases and Leasehold Interests, by Isle
             of Capri Black Hawk  L.L.C. and  Isle  of Capri  Black Hawk Capital
             Corp. to the Public Trustee of Gilpin  County,  Colorado  for  the
             benefit  of  Bank  of  New  York.  (1)

     4.6     Assignment  of  Rents,  Leases  and  Leasehold Interests by Isle of
             Capri  Black  Hawk  L.L.C.  and  Isle  of Capri Black Hawk Capital
             Corp. for the  benefit  of  Bank  of  New  York.  (1)

     4.7     Security  Agreement  by Isle of Capri Black Hawk L.L.C. and Isle of
             Capri  Black  Hawk  Capital  Corp.  for  the  benefit  of  Bank of
             New York. (1)

     4.8     Issuer Pledge Agreement by Isle of Capri Black Hawk L.L.C. in favor
             of  Bank  of  New  York.  (1)

     4.9     Collateral  Assignment  by Isle of Capri Black Hawk L.L.C. and Isle
             of  Capri  Black  Hawk  Capital  Corp.  in  favor  of  Bank  of
             New  York.  (1)

     4.10     Pledge  and Assignment by Isle of Capri Black Hawk L.L.C. and Isle
              of  Capri  Black  Hawk  Capital  Corp.  in  favor  of  Bank  of
              New  York.  (1)

     4.11     Consent  to  Assignment  of  Construction  Agreement  by  Haselden
              Construction,  Inc.  in  favor  of  Bank  of  New  York.  (1)

     4.12     Consent  to  Assignment  of  Management Agreement by Isle of Capri
              Casinos,  Inc.  in  favor  of  Bank  of  New  York.  (1)

     4.13     Consent  to  Assignment  of  License  Agreement  by  Isle of Capri
              Casinos,  Inc.  in  favor  of  Bank  of  New  York.  (1)

     4.14     Manager  Subordination Agreement by Isle of Capri Casinos, Inc. in
              favor  of  Bank  of  New  York.  (1)

     4.15     Environmental  Indemnity  by  Isle  of  Capri Black Hawk L.L.C. in
              favor  of  Bank  of  New  York.  (1)

     4.16     Assignment  of  Trademark  by  Isle of Capri Black Hawk L.L.C. and
              Isle  of  Capri  Black  Hawk  Capital  Corp.  in  favor of Bank of
              New York. (1)

     4.17     Assignment  of  Copyright  by  Isle of Capri Black Hawk L.L.C. and
              Isle  of  Capri  Black  Hawk  Capital  Corp.  in favor of Bank of
              New York.  (1)

     4.18     Assignment  of  Patent by Isle of Capri Black Hawk L.L.C. and Isle
              of  Capri  Black  Hawk  Capital  Corp.  in  favor  of  Bank  of
              New  York.  (1)

     10.1     Operating  Agreement among Isle of Capri Black Hawk L.L.C., Casino
              America  of  Colorado,  Inc.  and  Blackhawk  Gold,  Ltd.  (1)

     10.2     Members  Agreement  between  Casino  America of Colorado, Inc. and
              Blackhawk  Gold,  Ltd.  (1)

     10.3     Management  Agreement between Isle of Capri Casinos, Inc. and Isle
              of  Capri  Black  Hawk  L.L.C.  (1)

     10.4     License  Agreement between Isle of Capri Casinos, Inc. and Isle of
              Capri  Black  Hawk  L.L.C.  (1)

     10.5     Land  Purchase Contract between Roman Entertainment Corporation of
              Colorado  and  Isle  of  Capri  Casinos,  Inc.  (1)

     10.6     Exchange  Commitment  Letter  between  City  of  Black  Hawk  and
              Blackhawk  Gold,  Ltd.  (1)

     10.7     Design/Build  Agreement  between  Haselden  Construction, Inc. and
              Isle  of  Capri  Black  Hawk  L.L.C.  (1)

     10.8     Subdivision Agreement to be entered into between the City of Black
              Hawk  and  Isle  of  Capri  Black  Hawk  L.L.C.  (1)

     10.8A    First  Amendment  to  Subdivision  Agreement entered into between
              City  of  Black  Hawk  and  Isle  of  Capri  Black  Hawk  L.L.C.
              (3)

     10.8B    Second  Amendment  to  Subdivision Agreement entered into between
              City  of  Black  Hawk  and  Isle  of  Capri  Black  Hawk  L.L.C.
              (3)

     10.9     Lease  Agreement  dated  January  2,  1998  by  and between Casino
              America  of  Colorado,  Inc.  and  Isle  of  Capri  Black  Hawk
              L.L.C.  (1)

     10.10    Employment  Agreement dated January 6, 1999 between Isle of Capri
              Casinos,  Inc.  and  Robert  S.  Fiore.  (2)

     10.11    Promissory  Note  dated  May  26,  1999  by  and  between  Isle
              of Capri  Black  Hawk  L.L.C.  and  Isle  of Capri  Casinos, Inc.
              (2)

     10.12    Design/Build  Agreement  between  Haselden Construction, Inc. and
              Isle  of  Capri  Black  Hawk  L.L.C.  (4)

     10.13    Promissory  Note  dated  May  1,  2000  by  and  between  Isle of
              Capri  Black  Hawk  L.L.C.  and  Isle  of  Capri  Casinos,  Inc.
              (5)

     ______________________
(1)  Filed  as an exhibit to Isle of Capri Black Hawk L.L.C.'s and Isle of Capri
     Black Hawk Capital Corp.'s Registration Statement on Form S-4 (registration
     number  333-38093), and incorporated into Isle of Capri Black Hawk L.L.C.'s
     and  Isle  of Capri Black Hawk Capital Corp.'s Form 10-K for the year ended
     April  26,  1998,  by  reference.

(2)  Filed  as  an exhibit to Isle of Capri Black Hawk L.L.C.'s Annual Report on
     Form 10-K for the fiscal year ended April 25, 1999 (File No. 333-38093), by
     reference.

(3)  Filed  as  an  Exhibit  to  the Isle of Capri Black Hawk L.L.C.'s Quarterly
     Report  on  form  10-Q for the fiscal quarter ended July 25, 1999 (File No.
     333-38093),  by  reference.

(4)  Filed  as  an  Exhibit  to  the Isle of Capri Black Hawk L.L.C.'s Quarterly
     Report on form 10-Q for the fiscal quarter ended October 24, 1999 (File No.
     333-38093),  by  reference.

(5)  Filed  as an Exhibit to the Isle of Capri Black Hawk L.L.C.'s Annual Report
     on Form 10-K for the fiscal year ended April 30, 2000 (File No. 333-38093),
     by  reference.
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