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

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2003.

                                       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: 333-105587

THE OLD EVANGELINE DOWNS, LLC             THE OLD EVANGELINE DOWNS CAPITAL CORP.
 (Exact name of registrant                    (Exact name of registrant
 as specified in its charter)                as specified in its charter)

       LOUISIANA                                        DELAWARE
(State or other jurisdiction of               (State or other jurisdiction of
incorporation or organization)                 incorporation or organization)

       72-1280511                                       25-1902805
(I.R.S. Employer Identification No.)        (I.R.S. Employer Identification No.)



                                 P.O. BOX 90270
                         LAFAYETTE, LOUISIANA 70509-0270
                                 (337) 896-7223
(Address, including zip code, and telephone number, including area code, of
                          principal executive offices)

--------------------------------------------------------------------------------


      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 last 90 days.            Yes [X]   No []

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).          Yes [ ]   No [X]

      All of the common equity  interests of The Old Evangeline  Downs,  LLC are
held by OED  Acquisition,  LLC. The Old  Evangeline  Downs Capital  Corp.  ("OED
Capital") is a wholly-owned subsidiary of The Old Evangeline Downs, LLC.



<PAGE>

                          THE OLD EVANGELINE DOWNS, LLC
                               INDEX TO FORM 10-Q

Part I - Financial Information

     Item 1 - Financial Statements

     The Old Evangeline Downs, LLC:
          Condensed Consolidated Balance Sheets (Unaudited) as of
               September 30, 2003 and December 31, 2002........................3
          Condensed Consolidated Statements of Operations for the Three
               and Nine Months Ended September 30, 2003 (Successor),
               the period August 31, 2002 through September 30, 2002
               (Successor) the period July 1, 2002 through August 30, 2002
               (Predecessor) and the period January 1, 2002 through
               August 30, 2002 (Predecessor)...................................4
          Condensed Consolidated Statements of Cash Flows (Unaudited)
               for the Nine Months Ended September 30, 2003
               (Successor), the period August 31, 2003 through
               September 30, 2002 (Successor) and the period
               January 1, 2002 through August 30, 2002 (Predecessor)...........5
          Notes to Condensed Consolidated Financial Statements
               (Unaudited).....................................................6

     Item 2 - Management's Discussion and Analysis of Financial Condition
          and Results of Operations...........................................16

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk......23

     Item 4 - Controls and Procedures.........................................23

Part II - Other Information

     Item 1 - Legal Proceedings...............................................24
     Item 2 - Changes in Securities and Use of Proceeds.......................24
     Item 3 - Defaults Upon Senior Securities.................................24
     Item 4 - Submission of Matters to a Vote of Security Holders.............24
     Item 5 - Other Information...............................................24
     Item 6 - Exhibits and Reports on Form 8-K................................24

Signatures....................................................................26


                                      -2-

<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                          THE OLD EVANGELINE DOWNS, LLC
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                                               September 30,             December 31,
                                                                               -------------             ------------
                                                                                   2003                     2002
<S>                                                                            <C>                       <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                   $     805,732             $    962,652
   Restricted cash - purse settlements                                                58,920                  840,366
   Restricted investments                                                         15,778,883
   Accounts receivable                                                             1,873,914                  176,120
   Interest receivable                                                               154,803
   Inventory                                                                          40,704                   29,736
   Prepaid expenses                                                                  158,599                   48,885
                                                                               -------------             ------------
            Total current assets                                                  18,871,555                2,057,759
                                                                               -------------             ------------
RESTRICTED CASH - RACINO PROJECT                                                  44,750,403
                                                                               -------------             ------------
PROPERTY AND EQUIPMENT, NET                                                        1,515,610                1,340,383
                                                                               -------------             ------------
PROPERTY AND EQUIPMENT IN ST. LANDRY PARISH                                       40,896,080                7,455,885
                                                                               -------------             ------------
OTHER ASSETS:
   Deferred financing costs, net of amortization
     of $889,505 and $306,028, respectively                                       10,513,626                  484,851
   Intangible assets                                                              32,244,084               31,329,834
   Deposits                                                                           38,735                   73,131
                                                                               -------------             ------------
            Total other assets                                                    42,796,445               31,887,816
                                                                               -------------             ------------
TOTAL                                                                           $148,830,093             $ 42,741,843
                                                                                ============             ============

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                             $  2,725,596             $  1,237,603
   Construction payable - St. Landry Parish                                       12,882,728                2,376,494
   Purse settlement payable                                                          371,451                  846,778
   Accrued payroll and payroll taxes                                                 142,713                  131,170
   Accrued interest                                                                1,355,036                  327,953
   Other accrued expenses                                                            751,887                  187,253
   Accounts payable to PGC and OEDA                                                3,991,453                3,038,992
   Notes payable                                                                                            4,500,000
   Term loan payable                                                                                        8,300,000
   Note payable to parent                                                                                   7,325,000
                                                                               -------------             ------------
            Total current liabilities                                             20,220,864               28,271,243
                                                                               -------------             ------------

LONG-TERM LIABILITIES:
   13% Senior secured notes, net of discount                                     120,864,997
   Line of credit                                                                  2,604,301
   Litigation settlement                                                             800,000
                                                                               -------------             ------------
            Total long-term liabilities                                          124,269,298
                                                                               -------------             ------------
            Total liabilities                                                    146,490,162               28,271,243

COMMITMENTS AND CONTINGENCIES

MEMBERS' EQUITY                                                                    2,339,931               14,470,600
                                                                               -------------             ------------
TOTAL                                                                           $148,830,093             $ 42,741,843
                                                                                ============             ============
</TABLE>


See notes to condensed consolidated financial statements (unaudited).


                                      -3-

<PAGE>


                          THE OLD EVANGELINE DOWNS, LLC
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>


                                   Successor          Successor         Predecessor       Successor         Predecessor
                                  Three Months     Period August 31,   Period July 1,    Nine Months       Period January
                                     Ended          2002 through        2002 through        Ended          1, 2002 through
                                  September 30,      September 30,       August 30,      September 30,       August 30,
                                      2003               2002               2002              2003              2002
                                ------------------  --------------     -------------    ----------------  ----------------
<S>                             <C>                 <C>                <C>              <C>               <C>
REVENUES:


Meet                             $    1,320,313     $      118,660     $  1,271,534     $   3,509,156      $   3,348,108
Off-track betting                     1,966,538            543,859        1,257,860         6,122,211          5,387,021
Food and beverage                       426,679             50,207          362,836         1,086,482            971,238
                                 --------------     --------------     ------------     -------------      -------------
   Total net revenues                 3,713,530            712,726        2,892,230        10,717,849          9,706,367
                                 --------------     ---------------    ------------     --------------     -------------

EXPENSES:

Meet                                  1,330,328            189,453        1,144,840         3,465,245          3,034,288
Off-track betting                     1,549,965            361,746          826,495         4,258,142          3,454,157
Food and beverage                       368,525             49,965          285,385           966,892            886,708
Selling, general and
  administrative                        393,830             88,963          226,564         1,193,455            791,846
Pre-opening expense                     512,445                                               717,366
Depreciation and amortization            79,083             18,638           37,733           224,978            138,166
Management fee                          120,000             40,000           64,644           360,000             64,644
Litigation settlement                                                                       1,600,000
                                 --------------     --------------      -----------       -----------       ------------
  Total expenses                      4,354,176            748,765        2,585,661        12,786,078         8,369,809
                                 --------------     --------------      -----------       -----------       ------------

INCOME (LOSS) FROM OPERATIONS          (640,646)           (36,039)         306,568        (2,068,229)        1,336,557
                                 ---------------    ---------------     -----------       ------------       -----------

OTHER INCOME (EXPENSE):
   Interest income                      107,582                317            1,169           382,105             9,242

Interest expense (including
  amortization  and write-off
  of deferred  financing costs
  and bond discount of $466,686,
  $73,889 and $0 for the three
  months ended September 30,
  2003, the period August 31,
  2002 through September 30,
  2002 and the period July 1,
  2002 through  August 30,  2002,
  respectively, and $1,469,444
  and $0 for the nine months
  ended September 30, 2003 and
  the period January 1, 2002
  through August 30, 2002,
  respectively)                      (3,955,703)          (192,233)         (235,913)      (10,313,296)        (769,163)
                                ----------------     --------------     ------------       -----------      ------------
     Total  other  expense           (3,848,121)          (191,916)         (234,744)       (9,931,191)        (759,921)
                                ----------------     --------------     ------------       -----------      ------------

NET INCOME (LOSS) TO COMMON
MEMBERS' INTEREST               $    (4,488,767)     $    (227,955)     $     71,825      $(11,999,420)      $   576,637
                                ================     ==============     ============      =============      ============
</TABLE>


See notes to condensed consolidated financial statements (unaudited).

                                      -4-

<PAGE>




                          THE OLD EVANGELINE DOWNS, LLC
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                          Successor
                                                         Nine Months           Successor          Predecessor
                                                            Ended           Period August 31,   Period January 1,
                                                        September 30,         2002 through        2002 through
                                                             2003          September 30, 2002    August 30, 2002
                                                     -----------------     ------------------   -----------------
<S>                                                 <C>                    <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:


Net income (loss)                                    $    (11,999,420)     $    (227,955)      $     576,637
Adjustments to reconcile net income to net
   cash flows from operating activities:
    Depreciation and amortization                             224,978             18,638             138,166
    Amortization and write-off of deferred
     financing costs and discount on notes                  1,469,444             73,889

Changes in operating assets and liabilities:
    Restricted cash - purse settlement                        781,446              5,049           1,093,687
    Receivables                                            (1,852,597)           781,108          (1,394,560)
    Inventory                                                 (10,968)             5,834               5,439
    Prepaid expenses and other assets                         (75,318)            12,096             (97,903)
    Accounts payable                                        1,064,251            147,109            (255,764)
    Accrued expenses                                          207,982           (113,468)            390,424
    Litigation settlement                                   1,200,000
    Accounts payable to PGC and OEDA                          504,455
                                                      ---------------       -------------       -------------
     Net cash flows from operating activities              (8,485,747)           702,300             456,126


CASH FLOWS FROM INVESTING ACTIVITIES:

    Business acquisition and licensing costs               (1,781,746)          (139,678)           (269,680)
    Racino project development costs                      (20,716,399)        (4,038,694)           (382,159)
    Restricted cash - racino project                      (44,750,403)
    Purchase of restricted investments                    (23,922,971)
    Sale of restricted investments                          8,144,088
    Purchase of property and equipment                       (492,830)           (29,501)            (54,289)
                                                       ---------------      -------------        ------------
     Net cash flows from investing activities             (83,520,261)        (4,207,873)            (706,128)


CASH FLOWS FROM FINANCING ACTIVITIES:

    Deferred financing costs                              (11,366,213)          (316,206)
    Proceeds from notes payable                                                4,500,000
    Proceeds from senior credit facility                    2,604,301
    Proceeds from senior secured notes                    120,736,000
    Principal payments on notes payable                    (4,500,000)
    Principal payments on senior credit facility           (8,300,000)
    Principal payments on note payable to parent           (7,325,000)
    Principal payments on long-term debt to
      related party                                                                                   (90,987)
                                                       ---------------      ------------         -------------
     Net cash flows from financing activities              91,849,088          4,183,794              (90,987)
                                                       ---------------      ------------         -------------

NET INCREASE IN CASH                                         (156,920)           678,221             (340,989)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              962,652            653,841              994,830
                                                       --------------       ------------          ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $      805,732       $  1,332,062          $   653,841
                                                       ==============       ============          ============
SUPPLEMENTAL DISCLOSURES OF NON-CASH
  ACTIVITIES:

  Exchange of Private OED Notes for
    Registered OED Notes                               $  123,200,000
</TABLE>


See notes to condensed consolidated financial statements (unaudited).

                                      -5-

<PAGE>


                          THE OLD EVANGELINE DOWNS, LLC
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.   ORGANIZATION, BUSINESS PURPOSE, AND BASIS OF PRESENTATION

Through a series of  transactions  consummated  in 2002,  OED  Acquisition,  LLC
("OEDA"),  a wholly-owned  subsidiary of Peninsula  Gaming Company,  LLC ("PGC")
acquired  all of the  outstanding  membership  interests  of The Old  Evangeline
Downs, L.C., later renamed The Old Evangeline Downs, LLC (hereinafter,  together
with its consolidated subsidiaries, "OED" or the "Company").

The Company currently owns and operates the Evangeline Downs Racetrack,  part of
a 94,200 ft2 pari-mutuel  wagering  complex  located near Lafayette,  Louisiana,
which offers  pari-mutuel  wagering on live thoroughbred and quarter horse races
four days a week from the middle of April  through  Labor Day in  September  and
simulcast  pari-mutuel  wagering  seven days per week  throughout  the year. The
Company  also  operates an  off-track  betting  parlor (an "OTB") in New Iberia,
Louisiana that offers simulcast  pari-mutuel  wagering and an OTB in Port Allen,
Louisiana  that offers video poker gaming and  simulcast  pari-mutuel  wagering.
These two OTBs also offer pari-mutuel wagering on simulcast races seven days per
week.

PGC and OEDA, as operators under an existing  management services agreement with
the Company,  manage the Company's  existing  racetrack and are  supervising the
design,  development and construction of the Company's new casino and contiguous
racetrack  facility in St. Landry Parish,  Louisiana  (the "racino")  which will
offer pari-mutuel  wagering and slot machines (the "racino project").  Under the
terms of the management  services  agreement,  PGC and OEDA will also manage and
operate the racino.

All  intercompany   balances  and  transactions  have  been  eliminated  in  the
consolidated financial statements contained herein.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments,   consisting  only  of  normal
recurring  entries unless otherwise  disclosed,  necessary to present fairly the
financial  information of the Company for the interim periods presented and have
been prepared in accordance with accounting principles generally accepted in the
United  States of  America.  The  interim  results  reflected  in the  financial
statements are not necessarily  indicative of results for the full year or other
periods.

The condensed  consolidated financial statements contained herein should be read
in conjunction with the audited financial  statements and accompanying  notes to
the financial statements included in the Company's  registration statement filed
on Form S-4 on August 12, 2003.  Accordingly,  footnote  disclosure  which would
substantially  duplicate the disclosure in the audited financial  statements has
been omitted in the  accompanying  unaudited  condensed  consolidated  financial
statements.

Racino Development

In order to provide  funding for the racino  project and to repay  certain  then
existing  indebtedness,  on February 25, 2003,  the Company  completed a private
placement  of  $123.2  million  of its 13%  Senior  Secured  Notes due 2010 with
Contingent  Interest  (the  "Private OED Notes").  On  September  10, 2003,  the
Company exchanged the Private OED Notes for notes registered with the Securities
and Exchange  Commission  otherwise identical in all respects to the Private OED
Notes (the "Registered OED Notes",  and together with the Private OED Notes, the
"OED Notes").

                                      -6-

<PAGE>


The  Company  has  purchased  all of the land  necessary  to develop  the racino
project, and the total cost to design,  develop,  construct,  equip and open the
racino  (net of costs  incurred  prior to the  issue  date of the OED  Notes) is
expected  to  be   approximately   $93.1  million   (which   includes  costs  of
approximately  $3.0 million to widen  evacuation  routes  within the  designated
gaming  space of the casino as  permitted by recent  statutory  authority).  The
construction  and  development of the racino project is expected to be completed
in two  phases.  The first phase  involves  the  construction  of the casino and
related  casino  amenities,  at a total  cost of  $73.4  million  (net of  costs
incurred  prior to the issue date of the Private OED Notes) and the second phase
involves the  construction of the horse  racetrack and related  facilities for a
total cost of $19.7 million. The Company anticipates  completing the first phase
of the racino  project and  commencing  operations at the casino  portion of the
racino by the end of 2003 and has already commenced construction of a portion of
the related  facilities  comprising the second phase of the racino project.  The
Company expects to begin  scheduling live racing meets at the racino in December
2004,  at which  time it  expects  to cease  operations  at its  existing  horse
racetrack.

The source of funds to complete  construction and development of the racino will
be (i) a portion  of the  proceeds  from the  offering  of the OED  Notes,  (ii)
available  borrowings  under the Company's  $15.0 million  senior secured credit
facility,   (iii)  available   borrowings  under  the  Company's  $16.0  million
furniture,  fixtures and equipment  financing  facility and (iv) cash flows from
existing  racetrack   operations  and  future  cash  flows  from  future  racino
operations.  See Note 5 for further  information about the OED Notes, the senior
credit facility and the furniture, fixtures and equipment financing facility.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Restricted Investments.  As of September 30, 2003, the Company had $15.8 million
invested in government  securities  with original  maturities of greater than 90
days  from  the  date of  initial  investment.  Proceeds  from the sale of these
investments  at maturity will be used to help pay payments of fixed  interest on
the OED Notes due March 1, 2004 and  September  1, 2004 in  accordance  with the
terms of the Cash  Collateral  and  Disbursement  Agreement,  dated February 25,
2003,  among the  Company,  US Bank (as trustee and  disbursement  agent) and an
independent  construction  consultant  (the "Cash  Collateral  and  Disbursement
Agreement").

Restricted Cash - Racino Project  "Restricted cash - racino project"  represents
unused  proceeds  from the sale of the OED Notes,  the use and  disbursement  of
which are  restricted to the design,  development,  construction,  equipping and
opening of the racino in accordance  with the Cash  Collateral and  Disbursement
Agreement.  As of  September  30,  2003,  the Company had $39.5  million in cash
equivalents  deposited in a construction  disbursement  account, $0.2 million in
cash  equivalents  deposited  in an interest  reserve  account that will be used
toward  payment  of fixed  interest  on the OED Notes and $5.0  million  in cash
equivalents  deposited in a completion reserve account that will be used to fund
potential  cost  overruns  and  contingency  amounts with respect to the design,
development,  construction,  equipping  and  opening  of the  racino.  The funds
deposited  in these  accounts  are  invested  in  securities  that  are  readily
convertible to cash.

Capitalized  Interest.  The Company  capitalizes  interest costs associated with
debt  incurred  in  connection  with  the  racino  project.  When  debt  is  not
specifically  identified as being incurred in connection with the development of
the racino project,  the Company capitalizes interest on amounts expended on the
racino project at the Company's  average cost of borrowed money.  Capitalization
of interest will cease when the project is  substantially  complete.  The amount
capitalized  as of September 30, 2003 and December 31, 2002 was $1.3 million and
$0.1 million, respectively.

                                      -7-

<PAGE>


Business  Acquisition and Licensing Costs. As of September 30, 2003, the Company
had  recorded  approximately  $3.8  million on its  balance  sheet for  directly
related legal and other incremental costs associated with the acquisition of OED
and  obtaining  the  relevant  gaming  licenses  to  conduct  gaming  operations
associated  with the racino project in Louisiana.  These costs are included as a
cost of the  acquisition  and have been  evaluated  under SFAS No. 141 "Business
Combinations"  and  SFAS  No.  142  "Goodwill  and  Other  Intangible   Assets."
Intangible  assets of $28.4 million acquired as part of the OED acquisition were
identified and valued as follows (in millions):


                        Slot Machine and Electronic Video
                          Game Licenses                             $24.6

                        Tradename                                    $2.5

                        Horse Racing Licenses                        $1.3
                                                                    -----
                        Total                                       $28.4


For  purposes  of the  valuations  set  forth  above,  each  of  the  identified
intangible assets were treated as having indefinite lives and valued separately.
The  methodology  employed by an independent  valuation  specialist to arrive at
such valuations  required evaluating the fair market value of the existing horse
racing business on a stand-alone  basis without taking into account any right to
obtain slot machine and electronic video game licenses. Such valuation was based
in part upon other  transactions  in the industry and the  Company's  historical
results of operations.  A value was also derived for the tradename  using market
based royalty rates. A significant portion of the purchase price is attributable
to the slot machine and electronic video game license rights,  which were valued
based upon the market  value paid by other  operators  and upon  projected  cash
flows from  operations.  These  valuations  and  related  intangible  assets are
subject to impairment by, among other things,  significant changes in the gaming
tax rates in Louisiana,  significant new competition  which could  substantially
reduce profitability, non-renewal of the Company's racing or gaming licenses due
to  regulatory  matters,  changes  to the  Company's  tradename  or the  way the
Company's  tradename is used in  connection  with its  business  and  regulatory
changes  that could  adversely  affect the  Company's  business by, for example,
limiting or reducing the number of slot  machines or video poker  machines  that
they are permitted to operate.

Construction Payable - St. Landry Parish. At September 30, 2003 and December 31,
2002, the Company had $12.9 million and $2.4 million,  respectively, in payables
and accruals related to construction  and development  costs associated with the
racino project.

Revenue  Recognition.  Included in "Off-track betting" revenue are revenues from
video poker devices at the  Company's  Port Allen OTB. The Company is subject to
an ongoing requirement to pay a certain percentage of its net device revenues to
supplement purses for horsemen,  such as the Louisiana Horsemen's Benevolent and
Protective  Association 1993, Inc.  ("LHBPA").  Prior to April 2003, this amount
was  calculated  as (a) 50% of an  amount  equal  to net  device  revenue  minus
franchise fees, less (b) a credit of $116 per machine per month.  However,  in a
decision  rendered on April 9, 2003, the Louisiana Supreme Court ruled that only
the $116 credit per  machine  per month  could be  deducted  from the net device
revenues in determining the amount owed to the LHBPA.

In an effort to reduce the impact of the Louisiana  Supreme  Court  ruling,  the
Louisiana  Legislature  passed  legislation during the 2003 Regular Session that
effectively reduces the amounts that licensed establishments such as the Company
must pay to supplement purses for horsemen, such as the LHBPA.

                                      -8-

<PAGE>

Pursuant to such  legislation,  which went into effect on August 15, 2003,  such
payments  are now in an amount  equal to 20% of net device  revenue  without any
deductions or credits.

See  Note 6 for a  discussion  of a  recent  settlement  of  video  poker  purse
liabilities prior to the Louisiana Supreme Court ruling.

Use of Estimates.  The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
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 and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those  estimates.  We periodically  evaluate our policies and the estimates
and assumptions  related to these policies.  We also  periodically  evaluate the
carrying value of our assets in accordance  with generally  accepted  accounting
principles.  We  operate  in a highly  regulated  industry  and are  subject  to
regulations   that  describe  and  regulate   operating  and  internal   control
procedures.  The majority of our revenues are in the form of cash,  which by its
nature,  does not  require  complex  estimates.  In  addition,  we made  certain
estimates  surrounding  our  application of purchase  accounting  related to the
acquisition and the related assignment of costs to goodwill and other intangible
assets.

In addition,  contingencies  are accounted  for in  accordance  with SFAS No. 5,
"Accounting for Contingencies."  SFAS No. 5 requires that we record an estimated
loss from a loss contingency when information available prior to issuance of our
financial  statements  indicates  that it is probable  that a liability has been
incurred at the date of the financial  statements and the amount of the loss can
be reasonably  estimated.  Accounting  for  contingencies  such as legal matters
requires us to use judgment. Many of these legal contingencies can take years to
be  resolved.   Generally,   as  the  time  period   increases  over  which  the
uncertainties  are  resolved,  the  likelihood of changes to the estimate of the
ultimate outcome  increases.  However,  an adverse outcome could have a material
impact on our financial condition and operating results.

Recently Issued Accounting Standards. In November 2002, the Financial Accounting
Standards Board (FASB) issued Interpretation No. 45, Guarantor's  Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others  (FIN 45).  FIN 45 expands the  disclosure  requirements
related to certain guarantees,  including product  warranties,  and requires the
Company to recognize a liability for the fair value of all guarantees  issued or
modified after December 31, 2002. FIN 45 did not impact the Company's  financial
position or net income.

In May 2003, the FASB issued Statement No. 150, Accounting for Certain Financial
Instruments with  Characteristics  of both Liabilities and Equity. The Statement
affects the accounting for certain  obligations  that a reporting  entity can or
must settle by issuing its own equity  shares.  It is  effective  for  financial
instruments entered into or modified after May 31, 2003 and is effective for the
Company's  previously  existing  financial  instruments in the fourth quarter of
2003.  Statement No. 150 did not impact the Company's  financial position or net
income.

Consolidations. The consolidated financial statements include the financial
information of the Company and its wholly-owned subsidiary, The Old Evangeline
Downs Capital Corp. All intercompany transactions have been eliminated.

Reclassifications. Certain 2002 amounts have been reclassified to conform with
2003 presentation.


                                       -9-

<PAGE>

3.   PROPERTY AND EQUIPMENT, NET

Property  and  equipment  of the Company and its  subsidiaries  used in existing
operations  at  September  30,  2003 and  December  31, 2002 are  summarized  as
follows:

                                       September 30,           December 31,
                                           2003                    2002
                                       -------------           ------------
Land                                   $     310,000          $     310,000
Buildings and improvements                 1,714,905              1,714,374
Furniture, fixtures and equipment          1,631,287              1,231,613
Vehicles                                      45,455                 45,455
                                       -------------           ------------
Subtotal                                   3,702,647              3,302,442
Accumulated depreciation                  (2,187,037)            (1,962,059)
                                       -------------           ------------
Property and equipment, net            $   1,515,610          $   1,340,383
                                       =============          =============

Depreciation  expense charged to operations for the three months ended September
30, 2003,  the period August 31, 2002 through  September 30, 2002 and the period
July 1,  2002  through  August  30,  2002  was  $79,083,  $18,638  and  $37,733,
respectively,  and for the nine months ended  September  30, 2003 and the period
January 1, 2002 through August 30, 2002 was $224,978 and $138,166, respectively.


4.   PROPERTY AND EQUIPMENT IN ST. LANDRY PARISH

Property and equipment in St. Landry Parish  related to the  development  of the
racino  project at September  30, 2003 and December 31, 2002 are  summarized  as
follows:

                                           September 30,          December 31,
                                               2003                   2002
                                          -------------          -------------
Land and land improvements                $   7,310,565          $   5,319,633
Building                                     33,213,739              2,136,252
Furniture, fixtures and equipment               371,776
Property and equipment at St.             -------------          -------------
   Landry Parish                          $  40,896,080          $   7,455,885
                                          =============          =============


5.   DEBT

The  outstanding  debt of the  Company  and  its  subsidiaries  consists  of the
following:

                                                September 30,      December 31,
                                                    2003              2002
                                                -------------      ------------
13% Senior Secured Notes due March 1,
   2010 with Contingent Interest, net
   of discount of $2,335,003, secured
   by certain assets of the Company.             120,864,997

$15.0 million Loan and Security Agreement
   with Wells Fargo Foothill, Inc.,interest
   rate at Prime + 2.50% (current rate of
   6.5%), secured by certain assets of the
   Company.                                        2,604,301


                                      -10-

<PAGE>



$16.0 million Loan and Security Agreement of
   OED with Wells Fargo Foothill, Inc.,
   interest rate at Prime + 2.50% (current
   rate of 6.5%), secured by certain assets
   of OED.                                                 0

Term loan under Loan and Security Agreement
   of OED with Foothill Capital Corporation.
   This facility was repaid and terminated
   with proceeds of the offering of the OED
   Notes in February 2003.                                            8,300,000

Note payable to OEDA.  Obligations under this
   note were repaid in February 2003 with
   proceeds of the offering of the OED Notes.                         7,325,000

Note payable to William E. Trotter, II Family
   LLC.  Obligations under this note were
   repaid in February 2003 with proceeds of
   the offeringof the OED Notes.                                      4,500,000
                                                --------------     -------------

Total debt                                        123,469,298        20,125,000
                                                --------------     -------------
Less current portion                                       (0)      (20,125,000)
                                                --------------     -------------

Total long term debt                            $ 123,469,298      $          0
                                                ==============     =============

On February 25, 2003, the Company completed the private placement of the Private
OED Notes and  completed  the  exchange  offer of the  Private OED Notes for the
Registered  OED Notes on September  10, 2003.  The OED Notes bear  interest at a
rate of 13% per year plus contingent interest which is payable  semi-annually on
March  1 and  September  1 of each  year,  beginning  September  1,  2003.  Upon
commencement of casino operations at the racino site,  contingent  interest,  if
any, on the OED Notes will begin to accrue and shall be payable semi-annually in
an amount equal to 5% of the Company's consolidated EBITDA for the preceding two
fiscal  quarters,  provided  that for the  purposes  of  calculating  contingent
interest,  consolidated EBITDA shall not exceed $50.0 million,  which limitation
is subject to reduction in proportion  to any reduction in the principal  amount
of OED Notes  outstanding.  As the  contingent  interest  is based on results of
future  operations,  amounts  due will be  charged  to  interest  expense in the
corresponding  financial  reporting  period  with a  corresponding  credit  to a
current  liability.  The  Company is  permitted  to defer the payment of accrued
contingent  interest if our pro forma interest coverage ratio for the applicable
reference period, including contingent interest, does not exceed 1.5 to 1.0.


At the end of each  six-month  period  after the  casino  portion  of the racino
begins operations, the Company is required under the indenture governing the OED
Notes to offer to purchase the maximum principal amount of OED Notes that may be
purchased,  with an amount equal to the sum of (i) 50% of the  Company's  excess
cash flow for such  period  (if any) and (ii) the  then-available  balance in an
excess  cash flow  account,  which  account  at any time  shall not  exceed  $10
million.  For 45 days  following the expiration of each initial excess cash flow
offer to  purchase,  the holders of the OED Notes have the right to request that
the  Company  make an offer to  purchase  OED Notes with the funds in the excess
cash flow account  subject to certain  limitations,  including  that the Company
shall not be  required  to make  more  than one offer at any one time.  All such
offers to purchase OED Notes shall be made at 101% of the principal amount, plus
accrued and unpaid interest.

The OED Notes are  secured by all of the  Company's  current  and future  assets
(with the exception of certain excluded assets),  including the remaining unused
proceeds from the offering of the OED Notes which have been  deposited  into the
construction disbursement, interest reserve and completion reserve accounts. The
OED  Notes,  which  mature on March 1, 2010,  are  redeemable  at the  Company's
option, in whole or in part at any time or from time to time, on and after March
1, 2007 at  certain  specified  redemption  prices  set  forth in the  indenture
governing the OED Notes. The indenture governing the OED

                                      -11-
<PAGE>

Notes  contains a number of  restrictive  covenants  and  agreements,  including
covenants that limit the ability of the Company and its  subsidiaries  to, among
other things:  (1) pay dividends,  redeem stock or make other  distributions  or
restricted payments;  (2) incur indebtedness or issue preferred shares; (3) make
certain  investments;  (4)  create  liens;  (5)  agree to  payment  restrictions
affecting the  subsidiary  guarantors;  (6)  consolidate  or merge;  (7) sell or
otherwise  transfer  or  dispose  of  assets,   including  equity  interests  of
subsidiaries;  (8)  enter  into  transactions  with  affiliates;  (9)  designate
subsidiaries as unrestricted subsidiaries;  (10) use proceeds of permitted asset
sales and (11) change its line of business.  At September 30, 2003,  the Company
was in  compliance  with all such  covenants.  The events of  default  under the
indenture  include  provisions that are typical of senior debt financings.  Upon
the occurrence and continuance of certain events of default,  the trustee or the
holders of not less than 25% in aggregate  principal  amount of outstanding  OED
Notes may declare all unpaid  principal  and accrued  interest on all of the OED
Notes to be  immediately  due and payable.  Upon the  occurrence  of a change of
control (as defined in the indenture  governing  the OED Notes),  each holder of
OED Notes  will have the right to  require  the  Company  to  purchase  all or a
portion  of such  holder's  OED Notes at a purchase  price  equal to 101% of the
principal amount thereof plus accrued and unpaid  interest,  if any, to the date
of repurchase.

On June 24, 2003,  the Company  entered into a new $15.0 million  senior secured
credit  facility with Wells Fargo  Foothill,  Inc. as lender (the "Senior Credit
Facility").  The Senior  Credit  Facility was amended by the parties  thereto on
September  22, 2003 (the "Senior  Credit  Facility  Amendment").  The  Company's
obligations  under  the  Senior  Credit  Facility  are  secured  by  a  lien  on
substantially all of its and its subsidiaries'  current and future assets, other
than the construction  disbursement,  interest reserve,  completion  reserve and
excess cash flow accounts and certain other excluded  assets as well as a pledge
by OEDA of the  capital  stock of the  Company.  Pursuant  to the  intercreditor
agreement described below, the lien on the collateral securing the Senior Credit
Facility is senior to the lien on such collateral securing the OED Notes.

The Senior Credit Facility consists of a revolving credit facility which permits
the Company to request advances and letters of credit to finance working capital
and other  general  corporate  needs.  Pursuant  to the Senior  Credit  Facility
Amendment,  the Company has the ability to borrow up to $6.5  million at any one
time  outstanding  during the period before the date that the casino  portion of
the racino has been completed and is open for business to the general public and
construction  costs for the casino  have been paid in full or, if such  payments
are not yet due on such date, that sufficient  funds remain in the  construction
disbursement  account to satisfy such  payments in full (the "Phase I Completion
Date").  For the period after the Phase I Completion  Date but before the second
anniversary of the Phase I Completion Date (the "Second Anniversary"), the total
amount of credit that will be available to the Company  under the Senior  Credit
Facility  will be (i) prior to the date in which the lender  assigns at least an
aggregate  amount of $10.0 million of obligations  under the OED Credit Facility
and the OED FF&E  Facility (as defined  below) (the  "Syndication  Date"),  $9.0
million  and (ii) from and  after  the  Syndication  Date,  the  lesser of $15.0
million and a specified  borrowing base (the "Borrowing Base"). For the purposes
of the Senior Credit  Facility,  the Borrowing  Base is the lesser of 30% of the
amount  of  certain  costs  incurred  by the  Company  in  connection  with  the
construction of the racino project and 20% of the amount of the  distressed-sale
valuation of its and its subsidiaries'  operations and assets.  After the Second
Anniversary,  the total  amount of credit that will be  available to the Company
will be the greater of (i) (a) prior to the  Syndication  Date, $9.0 million and
(b) from and after the  Syndication  Date,  the lesser of $10.0  million and the
Borrowing  Base  or  (ii)  the  aggregate   principal  amount  of  all  advances
outstanding as of the Second Anniversary. At September 30, 2003, the Company had
outstanding borrowings of $2.6 million and outstanding letters of credit of $3.2
million under the Senior Credit Facility.

                                      -12-
<PAGE>


All  revolving  loans and  letters  of credit  issued  under the  Senior  Credit
Facility  will  mature  on June 24,  2006.  Prior to the  maturity  date,  funds
borrowed  under  the  Senior  Credit  Facility  may  be  borrowed,   repaid  and
reborrowed,  without  premium or penalty.  The  Company's  borrowings  under the
Senior  Credit  Facility  will bear interest at a base rate (a Wells Fargo prime
rate) plus a margin of 2.50%.  The interest rate payable under the Senior Credit
Facility  will  increase by 2% per annum during the  continuance  of an event of
default.  Under the Senior Credit Facility,  the Company is also required to pay
to the lender a letter of credit fee equal to 2% per annum on the daily  balance
of  the  undrawn  amount  of  all  outstanding  letters  of  credit  and  to the
institution  issuing a letter of credit a fronting  fee, in each case payable in
arrears on a monthly basis.

The  Senior  Credit   Facility   contains,   among  other   things,   covenants,
representations and warranties and events of default customary for loans of this
type. The most significant  covenants include a minimum EBITDA requirement and a
maximum capital expenditure  requirement.  At September 30, 2003 the Company was
in compliance with all such covenants.

Concurrently  with the closing of the Senior Credit Facility,  the trustee under
the indenture for the OED Notes (as secured party) entered into an intercreditor
agreement  with Wells  Fargo  Foothill,  Inc.  as the lender  under such  credit
facility, providing, among other things, that the lien securing the indebtedness
under the Senior Credit Facility is senior to the lien securing the indebtedness
under  the OED  Notes  (except  that  the  construction  disbursement,  interest
reserve,  completion reserve and excess cash flow accounts are security only for
the OED Notes).

On September  22, 2003,  the Company  entered  into a new $16.0  million  senior
secured  credit  facility with Wells Fargo  Foothill,  Inc. as lender (the "FF&E
Facility").  Under the FF&E Facility, the lender agrees to make a series of term
loans,  up to a maximum  amount of $16.0  million,  to finance  the  purchase of
gaming  equipment and other  furniture,  fixtures and  equipment.  The Company's
obligations under the FF&E Facility are, subject to certain limitations, secured
by a first  priority lien on all of the furniture,  fixtures and equipment,  and
all proceeds and products  thereof.  At September  30, 2003,  the Company had no
loans outstanding under the FF&E Facility.

Loans  under  the  FF&E  Facility   shall  be  repayable  in  48  equal  monthly
installments  of principal,  commencing on March 1, 2004,  and continuing on the
first day of each month  thereafter  until the  unpaid  balance of all loans are
paid in full.  The  outstanding  principal  balance  and all  accrued and unpaid
interest under all loans shall also be due and payable in full on March 1, 2008.
Once borrowed,  all loans may be prepaid in whole or in part without  penalty or
premium at any time  during the term of this  agreement.  Amounts  borrowed  and
repaid may not be reborrowed.  The Company's  borrowings under the FF&E Facility
will bear  interest  at a base rate (a Wells  Fargo prime rate) plus a margin of
2.50%, but at no time shall the interest rate be less than 6%. The interest rate
payable  under  the FF&E  Facility  will  increase  by 2% per annum  during  the
continuance of an event of default.

The FF&E Facility contains, among other things,  covenants,  representations and
warranties  and events of  default  customary  for loans of this type.  The most
significant covenants include a minimum EBITDA requirement and a maximum capital
expenditure  requirement.  At September  30, 2003 the Company was in  compliance
with all such covenants.


6.  LITIGATION SETTLEMENT

On  November  8,  1994,  the  Louisiana  Horsemen's  Benevolent  and  Protective
Association  1993,  Inc.  ("LHBPA")  filed a lawsuit  against all licensed horse
racetracks  in the State of  Louisiana.  The lawsuit  alleged that LHBPA did not
receive the  appropriate  share of net revenues from video poker devices located
at licensed horse racetracks. As of the date of the issuance of the December 31,
2002 financial

                                      -13-
<PAGE>

statements, the potential liability of the Company related to an adverse outcome
was inherently uncertain. As such, no expense or related accrual was recorded in
the financial statements as of December 31, 2002.

In February 2003, the Company entered into a settlement agreement with the LHBPA
for $1.6 million in  connection  with the lawsuit.  The terms of the  settlement
agreement require the Company to make payments of $400,000 annually beginning in
March 2003, with additional  $400,000 payments,  adjusted for inflation,  due in
March 2004 through 2006. As part of the settlement,  a portion of these payments
will be used to  supplement  future purses for live horse races at the Company's
facility.

During the first  quarter of 2003,  the Company  recorded an expense and related
accrual of $1.6 million.  Of the total $1.6 million accrual,  the first $400,000
payment was paid to the LHBPA in March 2003 and the second $400,000  payment due
in March 2004 has been  included in "Other  accrued  expenses"  in the  "Current
Liabilities" section of the Condensed Consolidated Balance Sheet as of September
30, 2003.  The  remaining  $800,000 due under the  settlement  has been recorded
under  "Litigation  settlement"  in the "Long-term  liabilities"  section of the
Condensed Consolidated Balance Sheet as of September 30, 2003.


7.   RELATED PARTIES

At September  30, 2003 and December 31, 2002,  the Company had accrued  interest
recorded of $330,209  payable to OEDA related  primarily to OEDA's purchase of a
50%  interest in the  Company's  long-term  notes  payable on February 15, 2002.
Interest  was accrued  from the date of  purchase of the notes until  August 30,
2002, at which time the interest in the notes was  converted to members'  equity
of the Company.

At September  30, 2003 and December  31, 2002,  the Company had an  intercompany
accounts payable to PGC of $2,945,350 and $2,484,139,  respectively,  related to
racino project  development  costs and business  acquisition and licensing costs
advanced by PGC to OEDA and paid by OEDA on behalf of the Company.

At September 30, 2003 and December 31, 2002, the Company had management services
fees payable to PGC and OEDA totaling $584,644 and $224,644, respectively.

At  September   30,  2003  and  December  31,  2002,   the  Company  had  member
distributions payable to OEDA totaling $131,250 and $0, respectively.


8.   COMMITMENTS AND CONTINGENCIES

Since the  Company  presently  does not have a license to operate  video  gaming
devices at its Port Allen OTB facility,  in March 2003, the Company entered into
a  participation  agreement (the  "Participation  Agreement")  with an unrelated
third party to operate video gaming devices.  Under the terms of this agreement,
such third  party is allowed to  operate  100 video  gaming  devices at the Port
Allen OTB facility  until May 27, 2004,  which  agreement may be extended by the
parties for an additional one year term. Under such agreement,  such third party
is entitled to receive a percentage  of the "net location  profit"  generated by
such video gaming devices. The Company has the right to terminate this agreement
upon providing fourteen days prior written notice.

The Participation Agreement also requires that the Company, immediately upon its
receipt of a valid video  gaming  operators  license from the  Louisiana  Gaming
Control Board,  assume all of the operator's payment obligations with respect to
the  purchase of the 100 video  gaming  devices  installed at the Port Allen OTB
facility.  The assumption of such purchase  obligation would require the Company
to reimburse  the operator  with  respect to payments  made under such  purchase
agreement,   including  a

                                      -14-
<PAGE>

$64,364 down payment,  and to assume any unpaid  installments  out of the twenty
four equal monthly installments of $31,250 required to be paid commencing August
1, 2003.

Neither the Company nor any of its  subsidiaries are a party to, and none of its
property is the subject of, any pending legal  proceedings other than litigation
arising in the normal  course of  business.  The Company  does not believe  that
adverse  determinations  in any or all such  litigation  would  have a  material
adverse effect on the Company's  financial  condition,  results of operations or
cash flows.


9.   SUBSEQUENT EVENT

In October  2003,  the Company  executed two  separate  purchase  agreements  to
purchase  approximately 106 acres of land adjacent to the new racino.  Under the
first purchase  agreement,  the Company  purchased  approximately 13 acres for a
total  purchase  price of $550,000.  The source of funds for the purchase  price
included  a  $50,000  deposit  paid in  February  2003  and  $500,000  from  the
construction disbursement account paid on October 24, 2003.

Under the second  purchase  agreement,  the Company  purchased an  additional 93
acres of land,  divided  into seven  approximately  equal  parcels,  for a total
purchase  price of  $3,850,000.  The purchase  price under this second  purchase
agreement was financed by the seller with the Company  issuing a $3,850,000 note
payable to the seller. The note is payable in seven equal annual installments of
$550,000 beginning October 24, 2004 and bears interest at a rate of 4.75% of the
unpaid  balance due monthly in arrears on the fifth day of each month  beginning
on December 5, 2003. The note is  collateralized  by a mortgage on the property.
Simultaneously  with the payment of each $550,000 annual  installment  discussed
above, seller agrees to release one of the remaining parcels from the mortgage.



                                      -15-
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

      The following  discussion and analysis should be read in conjunction  with
the condensed  consolidated  financial  statements and the related notes thereto
appearing  elsewhere in this report.  Some statements  contained in Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
constitute "forward-looking statements" within the meaning of Section 21E of the
Securities   Exchange  Act  of  1934,  as  amended,   which  involve  risks  and
uncertainties, including the risks and uncertainties discussed below, as well as
other risks set forth in our registration  statement filed on Form S-4 on August
12, 2003 and the related  prospectus,  dated August 12, 2003. Should these risks
or uncertainties materialize,  or should underlying assumptions prove incorrect,
our future  performance  and actual results of operations may differ  materially
from those expected or intended.

Critical Accounting Policies

      The  preparation  of financial  statements in accordance  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions  that affect the reported amount of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.   We  periodically  evaluate  our  policies  and  the  estimates  and
assumptions related to such policies. We also periodically evaluate the carrying
value of our assets in accordance with generally accepted accounting principles.
We operate in a highly  regulated  industry and are subject to regulations  that
describe and regulate operating and internal control procedures. The majority of
our  revenues  are in the form of cash,  which by its  nature,  does not require
complex estimations.  In addition, we were required to make certain estimates in
determining  values  assigned  to  intangible  assets  in  connection  with  the
application of purchase accounting principles to the acquisition by OEDA of OED.

      In addition,  contingencies  are accounted for in accordance with SFAS No.
5,  "Accounting  for  Contingencies."  SFAS No. 5  requires  that we  record  an
estimated  loss from a loss  contingency  when  information  available  prior to
issuance  of our  financial  statements  indicates  that it is  probable  that a
liability  has been  incurred at the date of the  financial  statements  and the
amount of the loss can be reasonably  estimated.  Accounting  for  contingencies
such  as  legal  matters  requires  us to use  judgment.  Many  of  these  legal
contingencies  can take  years to be  resolved.  Generally,  as the time  period
increases over which the uncertainties  are resolved,  the likelihood of changes
to the estimate of the ultimate outcome increases.  However,  an adverse outcome
could have a material impact on our financial condition and operating results.

      In November 2002, the Financial  Accounting  Standards Board (FASB) issued
Interpretation  No. 45, Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,  Including  Indirect  Guarantees of Indebtedness of Others (FIN 45).
FIN 45 expands  the  disclosure  requirements  related  to  certain  guarantees,
including product warranties,  and requires the Company to recognize a liability
for the fair value of all guarantees issued or modified after December 31, 2002.
FIN 45 did not impact the Company's financial position or net income.


                                      -16-
<PAGE>

      In May 2003,  the FASB issued  Statement No. 150,  Accounting  for Certain
Financial  Instruments with  Characteristics of both Liabilities and Equity. The
Statement affects the accounting for certain obligations that a reporting entity
can or must  settle by  issuing  its own  equity  shares.  It is  effective  for
financial  instruments  entered  into or  modified  after  May 31,  2003  and is
effective for the Company's  previously  existing  financial  instruments in the
fourth quarter of 2003. Statement No. 150 did not impact the Company's financial
position or net income.


RESULTS OF OPERATIONS
---------------------

      The results of  operations  for the three and nine months ended  September
30,  2003 and  2002  discussed  below  represent  the  consolidated  results  of
operations of the successor and predecessor companies respectively.  The results
of operations for 2002 include the Company's  consolidated results of operations
for the period August 31 to September 30, 2002 for the successor company and the
consolidated  results of operations  for the period January 1 to August 30, 2002
for the predecessor company. As a result of the substantially  different capital
structure of our company in comparison to that of the predecessor  company,  and
of the applications of purchase accounting in connection with the acquisition of
the Company by OEDA,  our results of  operations  may not be  comparable  to the
results of operations of the predecessor company.

STATEMENT OF OPERATIONS DATA
<TABLE>
<CAPTION>
                                                                                                                 Predecessor
                                   Successor             Successor             Predecessor        Successor         Period
                                 Three Months        Period August 31,       Period July 1,      Nine Months      January 1,
                                     Ended              2002 through          2002 through           Ended       2002 through
                                 September 30,          September 30,           August 30,          June 30,       August 30,
                                     2003                   2002                  2002               2003            2002
                               -----------------     -----------------      ---------------    --------------   --------------
  <S>                            <C>                  <C>                    <C>                <C>               <C>

REVENUES:
   Meet                          $     1,320,313       $       118,660       $    1,271,534     $   3,509,156     $  3,348,108
   Off-track betting                   1,966,538               543,859            1,257,860         6,122,211        5,387,021
   Food and beverage                     426,679                50,207              362,836         1,086,482          971,238
                               -----------------     -----------------      ---------------    --------------   --------------
         Total net revenues            3,713,530               712,726            2,892,230        10,717,849        9,706,367
                               -----------------     -----------------      ---------------    --------------   --------------

EXPENSES:
   Meet                                1,330,328               189,453            1,144,840         3,465,245        3,034,288
   Off-track betting                   1,549,965               361,746              826,495         4,258,142        3,454,157
   Food and beverage                     368,525                49,965              285,385           966,892          886,708
   Selling, general and
   administrative                        393,830                88,963              226,564         1,193,455          791,846
   Pre-opening expense                   512,445                                                      717,366
   Depreciation and
   amortization                           79,083                18,638               37,733           224,978          138,166
   Management fee                        120,000                40,000               64,644           360,000           64,644
   Litigation settlement                                                                            1,600,000
                               -----------------     -----------------      ---------------    --------------    -------------
         Total expenses                4,354,176               748,765            2,585,661        12,786,078        8,369,809
                               -----------------     -----------------      ---------------    --------------    -------------
INCOME (LOSS) FROM
   OPERATIONS                    $     (640,646)       $       (36,039)      $      306,568      $ (2,068,229)    $  1,336,557
                               =================     ==================     ================    ==============   ==============
</TABLE>


                                      -17-
<PAGE>


THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002

      REVENUES

      Meet  revenues  decreased  slightly to $1.3  million for the three  months
ended  September 30, 2003 from $1.4 million for the three months ended September
30,  2002.  This  decrease  is  due  primarily  to a  $45,000  decrease  in  net
commissions from live racing and a $45,000 decrease in signal fee revenue,  both
as a result of a decrease in handle. Meet revenues accounted for 35.5% and 38.5%
of the total  revenues for the three months ended  September  30, 2003 and 2002,
respectively.

      Off-track  betting  revenues  increased 9.1% to $2.0 million for the three
months  ended  September  30, 2003 from $1.8  million for the three months ended
September  30, 2002.  This increase is primarily due to an increase in net video
poker revenues of $115,000  resulting from the Company's Port Allen OTB facility
renovation and the  installation  of 100 video poker machines  during the second
quarter of 2003. The remaining increase is due to an increase in net commissions
of approximately $63,000, the result of a 2.3% increase in OTB handle. Off-track
betting  revenues  accounted  for 53.0% and 50.0% of the total  revenues for the
three months ended September 30, 2003 and 2002, respectively.

      Food and beverage revenue remained substantially unchanged at $0.4 million
for the three months ended  September  30, 2003 and 2002 and accounted for 11.5%
and 11.5% of the total  revenues for the three months ended  September  30, 2003
and 2002, respectively.

      OPERATING EXPENSES

      Meet  expense  remained  substantially  unchanged  at $1.3 million for the
three months ended September 30, 2003 and 2002.

      Off-track  betting  expense  increased 30.4% to $1.5 million for the three
months  ended  September  30, 2003 from $1.2  million for the three months ended
September  30, 2002.  This  increase is primarily  attributed  to an increase in
operating and  advertising  expenses of $243,000  related to the addition of 100
new video gaming  devices at the  Company's  newly  renovated OTB in Port Allen,
Louisiana.  The remaining  increase is due primarily to an increase in insurance
expenses  of  approximately  $28,000  and an  increase  in utility  expenses  of
$27,000, caused by an increase in local utility rates.

      Food and beverage expense remained substantially unchanged at $0.4 million
for the three months ended September 30, 2003 and 2002.

      Selling,  general  and  administrative  expense  increased  24.8%  to $0.4
million for the three months ended  September 30, 2003 from $0.3 million for the
three months ended  September  30, 2002.  This  increase is primarily  due to an
increase in professional fees of approximately $50,000.

      Pre-opening  expenses of $0.5 million for the three months ended September
30, 2003 relate to payroll and other expenses  incurred by the Company  directly
related to start-up activities surrounding the racino project.

      Depreciation and amortization expense remained substantially  unchanged at
$0.1 million for the three months ended September 30, 2003 and 2002.

      Management  fees of $0.1 million for the three months ended  September 30,
2003 and 2002  relate  to an  intercompany  management  services  agreement  the
Company entered into with the PGC and OEDA.


                                      -18-
<PAGE>

These  expenses  have  not  been  paid to PGC or OEDA  and  are  accrued  on the
Company's condensed consolidated balance sheet.

      OTHER INCOME

      Interest  income  increased  to $0.1  million for the three  months  ended
September 30, 2003 from $0.0 million during the three months ended September 30,
2002 due primarily to interest earned on the net cash proceeds from the offering
of the OED Notes which were invested in interest bearing government securities.

      Interest  expense  increased  to $4.0  million for the three  months ended
September  30, 2003 from $0.4 million for the three months ended  September  30,
2002. This change is primarily due to the change in our debt structure.


NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2002

      REVENUES

      Meet  revenues  remained  substantially  unchanged at $3.5 million for the
nine months ended September 30, 2003 and 2002. Meet revenues accounted for 32.8%
and 33.3% of the total revenues for the nine months ended September 30, 2003 and
2002, respectively.

      Off-track  betting  revenues  increased  3.2% to $6.1 million for the nine
months  ended  September  30, 2003 from $5.9  million for the nine months  ended
September  30, 2002.  This increase is primarily due to an increase in net video
poker revenues of $116,000, resulting from the Company's Port Allen OTB facility
renovation and the  installation  of 100 video poker machines  during the second
quarter  of  2003.  The  remaining  increase  is due to an  increase  in net OTB
commissions of approximately  $39,000.  Off-track betting revenues accounted for
57.1% and 56.9% of the total  revenues for the nine months ended  September  30,
2003 and 2002, respectively.

      Food and beverage revenue increased  slightly to $1.1 million for the nine
months  ended  September  30, 2003 from $1.0  million for the nine months  ended
September 30, 2002 due primarily to the addition of a new, more experienced food
and beverage  director and the fact that the track  clubhouse  was open for five
additional live racing days. Concession revenues accounted for 10.1% and 9.8% of
the total  revenues  for the nine  months  ended  September  30,  2003 and 2002,
respectively.

      OPERATING EXPENSES

      Meet  expense  increased  7.5% to $3.5  million for the nine months  ended
September  30, 2003 from $3.2  million for the nine months ended  September  30,
2002.  This  increase is primarily  attributed  to  increases  in (i)  insurance
expense of $94,000  and (ii) an increase  in payroll  expenses of  approximately
$89,000  partially  due to an increase in the number of live racing days in 2003
compared to 2002 and (iii) an increase in utilities of approximately $92,000 due
to an increase in utility rates.

      Off-track  betting  expense  increased  11.6% to $4.3 million for the nine
months  ended  September  30, 2003 from $3.8  million for the nine months  ended
September  30, 2002.  This  increase is primarily  attributed  to an increase in
operating and  advertising  expenses of $292,000  related to the addition of 100
new video gaming  devices at the  Company's  newly  renovated OTB in Port Allen,
Louisiana.  The remaining increase is due primarily to an increase in the number
of days in which the OTB's were open in 2003 compared to 2002 and an increase in
insurance expenses of approximately $37,000.


                                      -19-
<PAGE>


      Food and beverage expense remained substantially unchanged at $0.9 million
for the nine months ended September 30, 2003 and 2002.

      Selling,  general  and  administrative  expense  increased  35.5%  to $1.2
million for the nine months ended  September  30, 2003 from $0.9 million for the
nine months ended  September  30,  2002.  This  increase is primarily  due to an
increase  in  professional  fees  of  approximately  $160,000,  primarily  legal
expenses related to the LHBPA video poker settlement.

      Pre-opening  expenses of $0.7 million for the nine months ended  September
30, 2003 relate to payroll and other expenses incurred by us directly related to
start-up activities surrounding the racino project.

      Depreciation and amortization expense remained substantially  unchanged at
$0.2 million for the nine months ended September 30, 2003 and 2002.

      Management fees of $0.4 million and $0.1 million for the nine months ended
September 30, 2003 and 2002, respectively,  relate to an intercompany management
services  agreement the Company  entered into with PGC and OEDA. As of September
30, 2003, these expenses had not been paid to PGC or OEDA and are accrued on the
Company's condensed consolidated balance sheet.

      Litigation  settlement  expense during the nine months ended September 30,
2003 of $1.6 million relates to the litigation  settlement in February 2003 of a
lawsuit   brought  by  the  Louisiana   Horsemen's   Benevolent  and  Protective
Association 1993, Inc. with respect to the sharing of video poker revenues.  The
terms of the  settlement  agreement  require  the  Company to make  payments  of
$400,000 annually  beginning in March 2003, with additional  $400,000  payments,
adjusted  for  inflation,  due in  March  2004  through  2006.  As  part  of the
settlement, a portion of these payments will be used to supplement future purses
for live horse races at our facility.

      OTHER INCOME

      Interest  income  increased  to $0.4  million  for the nine  months  ended
September 30, 2003 from $0.0 million during the nine months ended  September 30,
2002 due  primarily to interest  earned on the net  proceeds  from the OED Notes
which were deposited into interest bearing government securities.

      Interest  expense  increased  to $10.3  million for the nine months  ended
September  30, 2003 from $0.9  million for the nine months ended  September  30,
2002. This change is primarily due to the change in our debt structure.


LIQUIDITY AND CAPITAL RESOURCES

Cash Flows from Operating, Investing and Financing Activities

      Our cash and cash  equivalents  balance  decreased  $0.2  million  to $0.8
million at September 30, 2003 from $1.0 million at December 31, 2002.

      Cash flows  used in  operating  activities  of $8.5  million  for the nine
months ended September 30, 2003 consisted of net loss of $12.0 million increased
by non-cash charges of $1.7 million,  principally  amortization and write off of
deferred  financing  costs,  and an increase in working capital of $1.8 million.
The change in working  capital is primarily  comprised of (i) an additional $1.2
million  accrual  related to the  outstanding  balance  of the LHBPA  litigation
settlement and (ii) an increase in  intercompany  payables of $0.5 million which
relate  to  racino  project  development  costs  and  business  acquisition  and
licensing

                                      -20-
<PAGE>

costs  advanced  by PGC to OEDA and paid by OEDA on  behalf of the  Company  and
accrued  management  service  fees  owed to PGC and OEDA in  accordance  with an
intercompany management services agreement.

      Cash  flows  used in  investing  activities  for  the  nine  months  ended
September 30, 2003 was $83.5 million consisting of (i) an increase in restricted
cash - racino project and restricted investments of $68.6 million related to the
investment of proceeds from the OED Notes into interest bearing cash equivalents
and  investments  whose  distribution  is  restricted  as  outlined  in the Cash
Collateral and  Disbursement  Agreement,  (ii)  approximately  $20.7 million for
construction,  architecture fees and other development costs associated with the
racino project and the purchase of land at St. Landry Parish where the racino is
being developed,  (iii)  approximately $1.8 million in development costs related
to the  acquisition and our racing and gaming licenses and (iv) cash outflows of
approximately $0.5 million used for capital  expenditures  mainly related to the
renovation of our Port Allen OTB to accommodate  the  installation  of 100 video
poker  machines.  These cash outflows were offset by cash proceeds from the sale
of restricted  investments  of $8.1 million,  the proceeds of which were used to
make the first  interest  payment on the OED Notes due  September  1,  2003.  We
expect  additional  capital  expenditures  (other than the capital  expenditures
related to the racino  project) to be  approximately  $0.1  million for the year
ended December 31, 2003.

      Cash flows from financing  activities for the nine months ended  September
30, 2003 of $91.8 million reflects the net proceeds from the offering of the OED
Notes of $120.7  million  and the  proceeds  from our draw down under the Senior
Credit  Facility of $2.6  million.  These  proceeds were offset by (i) principal
payments to repay  outstanding  debt  totaling  $20.1  million and (ii) deferred
financing  costs paid of $11.4 million  associated  with the issuance of the OED
Notes and the entrance into the Senior Credit Facility and the FF&E Facility. As
of September 30, 2003, the Company had $2.6 million outstanding under the Senior
Credit Facility and had no outstanding borrowings under the FF&E Facility.

      Approximately  $24.2  million of the net proceeds from the sale of the OED
Notes were deposited into an interest  reserve account in order to pay the first
three  payments of fixed  interest  on the OED Notes.  Therefore,  although  our
current  earnings are not  sufficient to cover our current fixed charges  (which
consist of interest on the OED Notes, including capitalized interest), we do not
anticipate  satisfying  interest payment  obligations under the OED Notes out of
earnings  from  operations  until March 1, 2005, at which time we expect to have
commenced  operations at the racino.  On September1,  2003,  $8.1 of the initial
proceeds deposited into the interest reserve account, along with interest earned
on those proceeds,  were used to pay the first fixed interest payment on the OED
Notes.

Financing Activities

      On June 24,  2003,  the Company  entered into a new $15.0  million  senior
secured credit facility with Wells Fargo  Foothill,  Inc. as lender (the "Senior
Credit Facility"). The Senior Credit Facility was amended by the parties thereto
on September 22, 2003 (the "Senior Credit Facility Amendment").

      The Senior Credit Facility  consists of a revolving  credit facility which
permits the Company to request advances and letters of credit to finance working
capital  and other  general  corporate  needs.  Pursuant  to the  Senior  Credit
Facility Amendment,  the Company has the ability to borrow up to $6.5 million at
any one time  outstanding  during  the  period  before  the date that the casino
portion of the racino has been completed and is open for business to the general
public and construction  costs for the casino have been paid in full or, if such
payments  are not yet due on such  date,  that  sufficient  funds  remain in the
construction disbursement account to satisfy such payments in full (the "Phase I
Completion  Date").  For the period after the Phase I Completion Date but before
the  second   anniversary   of  the  Phase  I   Completion   Date  (the  "Second
Anniversary"),  the total amount of credit that will be available to the Company
under

                                      -21-
<PAGE>

the  Senior  Credit  Facility  will be (i) prior to the date in which the lender
assigns at least an aggregate  amount of $10.0 million of obligations  under the
OED  Credit  Facility  and  the  OED  FF&E  Facility  (as  defined  below)  (the
"Syndication  Date"), $9.0 million and (ii) from and after the Syndication Date,
the lesser of $15.0  million  and a  specified  borrowing  base (the  "Borrowing
Base").  For the purposes of the Senior Credit  Facility,  the Borrowing Base is
the lesser of 30% of the  amount of certain  costs  incurred  by the  Company in
connection with the  construction of the racino project and 20% of the amount of
the  distressed-sale  valuation  of its and  its  subsidiaries'  operations  and
assets.  After the Second  Anniversary,  the total amount of credit that will be
available to the Company will be the greater of (i) (a) prior to the Syndication
Date,  $9.0 million and (b) from and after the  Syndication  Date, the lesser of
$10.0 million and the Borrowing Base or (ii) the aggregate  principal  amount of
all advances  outstanding as of the Second  Anniversary.  At September 30, 2003,
the Company had outstanding  borrowings of $2.6 million and outstanding  letters
of credit of $3.2 million under the Senior Credit Facility.

      All  revolving  loans and letters of credit issued under the Senior Credit
Facility  will  mature  on June 24,  2006.  Prior to the  maturity  date,  funds
borrowed  under  the  Senior  Credit  Facility  may  be  borrowed,   repaid  and
reborrowed,  without  premium or penalty.  The  Company's  borrowings  under the
Senior  Credit  Facility  will bear interest at a base rate (a Wells Fargo prime
rate) plus a margin of 2.50%.  The interest rate payable under the Senior Credit
Facility  will  increase by 2% per annum during the  continuance  of an event of
default.  Under the Senior Credit Facility,  the Company is also required to pay
to the lender a letter of credit fee equal to 2% per annum on the daily  balance
of  the  undrawn  amount  of  all  outstanding  letters  of  credit  and  to the
institution  issuing a letter of credit a fronting  fee, in each case payable in
arrears on a monthly basis.

      On September 22, 2003, the Company entered into a new $16.0 million senior
secured  credit  facility with Wells Fargo  Foothill,  Inc. as lender (the "FF&E
Facility").  Under the FF&E Facility, the lender agrees to make a series of term
loans,  up to a maximum  amount of $16.0  million,  to finance  the  purchase of
gaming equipment and other furniture,  fixtures and equipment.  At September 30,
2003, the Company had no loans outstanding under the FF&E Facility.

      Loans  under the FF&E  Facility  shall be  repayable  in 48 equal  monthly
installments  of principal,  commencing on March 1, 2004,  and continuing on the
first day of each month  thereafter  until the  unpaid  balance of all loans are
paid in full.  The  outstanding  principal  balance  and all  accrued and unpaid
interest under all loans shall also be due and payable in full on March 1, 2008.
Once borrowed,  all loans may be prepaid in whole or in part without  penalty or
premium at any time  during the term of this  agreement.  Amounts  borrowed  and
repaid may not be reborrowed.  The Company's  borrowings under the FF&E Facility
will bear  interest  at a base rate (a Wells  Fargo prime rate) plus a margin of
2.50%, but at no time shall the interest rate be less than 6%. The interest rate
payable  under  the FF&E  Facility  will  increase  by 2% per annum  during  the
continuance of an event of default.

      Subject to the  foregoing,  we believe that our cash and cash  equivalents
on-hand (which  includes the remaining net proceeds from the offering of the OED
Notes),  available  borrowings  under the Senior  Credit  Facility  and the FF&E
Facility and cash generated from operations will be sufficient to satisfy all of
our working  capital and current  debt  service  requirements.  If cash and cash
equivalents  on-hand  (including the remaining net proceeds from the offering of
the OED Notes),  available  borrowings  under the Senior Credit Facility and the
FF&E Facility and cash generated from operations at are insufficient to meet our
obligations, we may have to refinance our debt or sell some or all of our assets
(within the restrictions  contained in the indenture governing the OED Notes) to
satisfy our obligations.

                                      -22-

<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to certain  market  risks which are  inherent in
financial instruments which arise from transactions entered into in the ordinary
course of  business.  Market  risk is the risk of loss from  adverse  changes in
market  prices and  interest  rates.  The  Company  does not  currently  utilize
derivative financial instruments to hedge market risk and does not hold or issue
derivative financial instruments for trading purposes.

         The Company is exposed to interest rate risk due to changes in interest
rates with respect to its long-term variable interest rate debt borrowings under
its Senior Credit Facility and its FF&E Facility.  As of September 30, 2003, the
Company had an  aggregate of $2.6 million in  outstanding  borrowings  under the
Senior  Credit  Facility and the FF&E  Facility.  The Company has  estimated its
market risk exposure using sensitivity  analysis and has defined its market risk
exposure as the potential loss in future  earnings and cash flow with respect to
interest  rate  exposure of its market  risk  sensitive  instruments  assuming a
hypothetical  increase  in market  rates of interest  of one  percentage  point.
Assuming the Company  borrows the maximum amount allowed under the Senior Credit
Facility and the FF&E Facility (currently an aggregate amount of $22.5 million),
if  market  rates  of  interest  on its  variable  rate  debt  increased  by one
percentage  point,  the estimated  consolidated  market risk exposure  under the
Senior  Credit  Facility  and the  FF&E  Facility  would be  approximately  $0.2
million.

         The  Company  is also  exposed  to fair  value  risk due to  changes in
interest rates with respect to its long-term fixed interest rate debt borrowing.
The Company's fixed rate debt instruments are not generally affected by a change
in the market rates of interest,  and therefore,  such instruments  generally do
not have an impact on future earnings.  However,  future earnings and cash flows
may be impacted by changes in interest rates related to indebtedness incurred to
fund  repayments as such fixed rate debt matures.  The following  table contains
information  relating  to the  Company's  fixed rate debt  borrowings  which are
subject to interest rate risk (dollars in millions):

      Description           Maturity      Fixed Interest Rate  Cost   Fair Value
------------------------  -------------   ------------------- ------  ----------
13% Senior Secured
  Notes with Contingent
  Interest                March 1, 2010          13%          $123.2    $127.5*

*  Represents fair value as of November 5, 2003 based on information provided by
   an independent investment banking firm.



ITEM 4.  CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures. Each of the Company's
Chief Executive Officer and Chief Financial  Officer,  after  participating with
the Company's management in an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as defined in the
Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) has concluded that, as of
September  30, 2003,  the  Company's  disclosure  controls and  procedures  were
adequate and effective and designed to ensure that material information relating
to the Company and its  subsidiaries  would be made known to such  officers on a
timely basis.

                                      -23-

<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is not a party to, and none of the  property of the Company
is the subject of, any pending legal proceedings  other than litigation  arising
in the normal  course of  business.  The Company  does not believe  that adverse
determinations in any or all such other litigation would have a material adverse
effect on its financial condition or results of operations.

ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits
              --------

               3.1     Amended and Restated Articles of Organization of The Old
                       Evangeline Downs, L.L.C., dated as of February 19, 2003
                       (incorporated by reference to Exhibit 3.1 filed in
                       connection with the Company's and OED Capital's
                       registration statement on Form S-4 (File Nos.
                       333-105587 and 333-105587-01).

               3.2     Amended and Restated Operating Agreement of The Old
                       Evangeline Downs, LLC, dated as of January 30, 2003,
                       between The Old Evangeline Downs, LLC and OED
                       Acquisition, LLC (incorporated by reference to Exhibit
                       3.2 filed in connection with the Company's and OED
                       Capital's registration statement on Form S-4 (File
                       Nos. 333-105587 and 333-105587-01)).

               3.3     First Amendment to Amended and Restated Operating
                       Agreement of The Old Evangeline Downs, LLC, dated as of
                       May 22, 2003 (incorporated by reference to Exhibit 3.3
                       filed in connection with the Company's and OED Capital's
                       registration statement on Form S-4 (File
                       Nos. 333-105587 and 333-105587-01).

               3.4     Certificate of Incorporation of The Old Evangeline Downs
                       Capital Corp. (incorporated by reference to Exhibit 3.4
                       filed in connection with the Company's and OED Capital's
                       registration statement on Form S-4 (File Nos. 333-105587
                       and 333-105587-01).

               3.5     By-laws of The Old Evangeline Downs Capital Corp.
                       (incorporated by reference to Exhibit 3.5 filed in
                       connection the Company's and OED Capital's registration
                       statement on Form S-4 (File Nos. 333-105587 and
                       333-105587-01)).

                                      -24-
<PAGE>

              10.14    Loan and Security Agreement, dated September 22, 2003,
                       by and among The Old Evangeline Downs, LLC, The Old
                       Evangeline Downs Capital Corp. and Wells Fargo Foothill,
                       Inc.

              10.15    First Amendment, dated September 22, 2003, to the Loan
                       and Security Agreement dated June 24, 2003 by and among
                       The Old Evangeline Downs, LLC, The Old Evangeline Downs
                       Capital Corp., and Wells Fargo Foothill, Inc.

              10.16    Intercompany Subordination Agreement, dated September 22,
                       2003, by and among The Old Evangeline Downs, LLC, The
                       Old Evangeline Downs Capital Corp., OED Acquisition, LLC
                       and Wells Fargo Foothill, Inc.

              10.17    Management Fees Subordination Agreement, dated September
                       22, 2003, by and among The Old Evangeline Downs, LLC,
                       The Old Evangeline Downs Capital Corp., OED Acquisition,
                       LLC, Peninsula Gaming Company, LLC and Wells Fargo
                       Foothill, Inc.

               31.1    Certification of M. Brent Stevens, Chief Executive
                       Officer, pursuant to Section 302 of the Sarbanes-Oxley
                       Act of 2002 and Rule 15d-14 of the Securities Exchange
                       Act, as amended.

               31.2    Certification of Natalie A. Schramm, Chief Financial
                       Officer, pursuant to Section 302 of the Sarbanes-Oxley
                       Act of 2002 and Rule 15d-14 of the Securities Exchange
                       Act, as amended.

                 32    Certifications of M. Brent Stevens, Chief Executive
                       Officer, and Natalie A. Schramm, Chief Financial Officer,
                       pursuant to 18 USC Section 1350, as adopted pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.

         (b)  Reports on Form 8-K
              -------------------
                  None.


                                      -25-
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  each of the registrants has duly caused this report to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Dubuque, State of Iowa on November 14, 2003.


                                       THE OLD EVANGELINE DOWNS, LLC

                                       By:  /s/ M. Brent Stevens
                                          ------------------------------------
                                           M. Brent Stevens
                                           Chief Executive Officer and Manager
                                           (principal executive officer)

                                       By:  /s/ George T. Papanier
                                          ------------------------------------
                                          George T. Papanier
                                          Chief Operating Officer

                                       By:  /s/ Natalie A. Schramm
                                          ------------------------------------
                                          Natalie A. Schramm
                                          Chief Financial Officer
                                          (principal financial officer)


                                       THE OLD EVANGELINE DOWNS CAPITAL CORP.

                                       By:  /s/ M. Brent Stevens
                                          ------------------------------------
                                          M. Brent Stevens
                                          Chief Executive Officer and Manager
                                          (principal executive officer)

                                       By:  /s/ Natalie A. Schramm
                                          ------------------------------------
                                          Natalie A. Schramm
                                          Chief Financial Officer
                                          (principal financial officer)


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