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 June 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 []  No [X]

         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

<TABLE>
<CAPTION>

Part I - Financial Information
    <S>                                                                                                           <C>

     Item 1 - Financial Statements

     The Old Evangeline Downs, LLC:
         Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2003 and
              December 31, 2002...................................................................................3
         Condensed Consolidated Statements of Operations for the Three and Six Months Ended
              June 30, 2003 (Successor) and June 30, 2002 (Predecessor)...........................................4
         Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months
              Ended June 30, 2003 (Successor) and June 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.........................................22

     Item 4 - Controls and Procedures............................................................................22


Part II - Other Information

     Item 1 - Legal Proceedings..................................................................................23
     Item 2 - Changes in Securities and Use of Proceeds..........................................................23
     Item 3 - Defaults Upon Senior Securities....................................................................23
     Item 4 - Submission of Matters to a Vote of Security Holders................................................23
     Item 5 - Other Information..................................................................................23
     Item 6 - Exhibits and Reports on Form 8-K...................................................................23

Signatures.......................................................................................................24
</TABLE>


                                      -2-
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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


                                                                                JUNE 30,               DECEMBER 31,
                                                                                  2003                     2002
                                                                               ----------              ------------
  <S>                                                                          <C>                     <C>

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                                  $  2,385,078             $    962,652
   Restricted cash - purse settlements                                             300,537                  840,366
   Restricted investments                                                       23,922,971
   Accounts receivable                                                           2,328,367                  176,120
   Interest receivable                                                             157,239
   Inventory                                                                        44,790                   29,736
   Prepaid expenses                                                                 62,634                   48,885
                                                                              ------------             ------------
            Total current assets                                                29,201,616                2,057,759
                                                                              ------------             ------------

RESTRICTED CASH - RACINO PROJECT                                                53,922,489
                                                                              ------------
PROPERTY AND EQUIPMENT, NET                                                      1,587,751                1,340,383
                                                                              ------------             ------------
PROPERTY AND EQUIPMENT AT ST. LANDRY PARISH                                     24,176,485                7,455,885
                                                                              ------------             ------------
OTHER ASSETS:
   Deferred financing costs, net of amortization
     of $481,469 and $306,028, respectively                                     10,277,051                  484,851
   Intangible assets                                                            32,249,769               31,329,834
   Deposits                                                                         76,735                   73,131
                                                                              ------------             ------------
            Total other assets                                                  42,603,555               31,887,816
                                                                              ------------             ------------
TOTAL                                                                         $151,491,896             $ 42,741,843
                                                                              ============             ============

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                           $  3,029,835             $  1,237,603
   Construction payable - St. Landry Parish                                      6,498,119                2,376,494
   Purse settlement payable                                                        911,667                  846,778
   Accrued payroll and payroll taxes                                               225,759                  131,170

   Accrued interest                                                              5,516,666                  327,953
   Other accrued expenses                                                          716,918                  187,253
   Accounts payable to PGC and OEDA                                              3,740,204                3,038,992
   Notes payable                                                                                          4,500,000
   Term loan payable                                                                                      8,300,000
   Note payable to parent                                                                                 7,325,000
                                                                              ------------             ------------
            Total current liabilities                                           20,639,168               28,271,243
                                                                              ------------             ------------

LONG-TERM LIABILITIES:
   13% Senior secured notes, net of discount                                   120,808,479
   Line of credit                                                                2,284,301
   Litigation settlement                                                           800,000
                                                                              ------------             ------------
            Total long-term liabilities                                        123,892,780
                                                                              ------------             ------------
            Total liabilities                                                  144,531,948               28,271,243

COMMITMENTS AND CONTINGENCIES

MEMBERS' EQUITY                                                                  6,959,948               14,470,600
                                                                              ------------             ------------

TOTAL                                                                         $151,491,896             $ 42,741,843
                                                                              ============             ============

See notes to condensed consolidated financial statements (unaudited).
</TABLE>


                                       -3-
<PAGE>
<TABLE>

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



<CAPTION>
                                                    SUCCESSOR         PREDECESSOR       SUCCESSOR          PREDECESSOR
                                                   THREE MONTHS       THREE MONTHS      SIX MONTHS         SIX MONTHS
                                                      ENDED              ENDED            ENDED               ENDED
                                                     JUNE 30,           JUNE 30,         JUNE 30,            JUNE 30,
                                                       2003               2002             2003                2002
                                                 --------------     --------------    -------------      --------------
  <S>                                           <C>                <C>               <C>                <C>

REVENUES:
   Meet                                          $  1,787,052      $   1,735,979      $   2,188,842      $   2,076,574
   Off-track betting                                1,941,944          1,915,711          4,155,675          4,129,161
   Food and beverage                                  497,813            462,644            659,803            608,402
                                                 -------------     --------------     --------------     --------------
                  Total net revenues                4,226,809          4,114,334          7,004,320          6,814,137
                                                 -------------     --------------     --------------     --------------

EXPENSES:
   Meet                                             1,593,274          1,473,629          2,136,080          1,889,448
   Off-track betting                                1,350,805          1,272,449          2,708,177          2,627,662
   Food and beverage                                  435,953            421,221            597,205            601,323
   Selling, general and administrative                453,185            328,387            799,625            565,282
   Pre-opening expense                                190,638                               204,921
   Depreciation and amortization                       78,784             36,141            145,895            100,433
   Management fee                                     120,000                               240,000
   Litigation settlement                                                                  1,600,000
                                                 -------------     --------------     --------------     --------------
                  Total expenses                    4,222,639          3,531,827          8,431,903          5,784,148
                                                 -------------     --------------     --------------     --------------

INCOME (LOSS) FROM OPERATIONS                           4,170            582,507         (1,427,583)         1,029,989
                                                 -------------     --------------     --------------     --------------
OTHER INCOME (EXPENSE):
   Interest income                                     200,794             3,998            274,523              8,073

   Interest expense (including amortization and
     write-off of deferred financing costs and
     bond discount of $417,099 and $0 for the
     three months ended June 30, 2003 and
     2002, respectively, and $1,002,758 and
     $0 for the six months ended June 30,
     2003 and 2002, respectively)                   (4,062,920)          (263,379)        (6,357,592)         (533,250)
                                                 --------------     --------------     --------------    --------------
                  Total other expense               (3,862,126)          (259,381)        (6,083,069)         (525,177)
                                                 --------------     --------------     --------------    --------------


NET INCOME (LOSS) TO COMMON MEMBERS' INTEREST    $  (3,857,956)     $      323,126     $  (7,510,652)    $     504,812
                                                 ==============     ==============     ==============    ==============


See notes to condensed consolidated financial statements (unaudited).
</TABLE>

                                      -4-
<PAGE>
<TABLE>

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

                                                                                 SUCCESSOR             PREDECESSOR
                                                                                 SIX MONTHS             SIX MONTHS
                                                                                    ENDED                 ENDED
                                                                                  JUNE 30,               JUNE 30,
                                                                                    2003                   2002
                                                                                -------------         -------------
   <S>                                                                          <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                                                           $ (7,510,652)         $    504,812

    Adjustments to reconcile net income to net cash flows
      from operating activities:
       Depreciation and amortization                                                 145,895               100,433
       Amortization and write-off of deferred financing costs and discount
         on notes                                                                  1,002,758
    Changes in operating assets and liabilities:
       Restricted cash - purse settlement                                            539,829               559,245
       Receivables                                                                (2,309,486)           (1,083,078)
       Inventory                                                                     (15,054)               (8,990)
       Prepaid expenses and other assets                                             (17,353)             (191,796)
       Accounts payable                                                            1,912,022               993,092
       Accrued expenses                                                            5,059,488               211,112
       Litigation settlement                                                       1,200,000
       Accounts payable to PGC and OEDA                                              701,210               719,488
                                                                                -------------         -------------
          Net cash flows from operating activities                                   708,657             1,804,318


CASH FLOWS FROM INVESTING ACTIVITIES:
       Business acquisition and licensing costs                                   (1,763,486)             (768,551)
       Racino project development costs                                          (12,160,548)             (233,873)
       Restricted cash - racino project                                          (53,922,489)
       Purchase of restricted investments                                        (23,922,971)
       Purchase of property and equipment                                           (472,842)              (52,618)
                                                                                -------------         -------------
          Net cash flows from investing activities                               (92,242,336)           (1,055,042)


CASH FLOWS FROM FINANCING ACTIVITIES:
       Deferred financing costs                                                   (9,939,196)
       Proceeds from senior credit facility                                        2,284,301
       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                                92,956,105               (90,987)
                                                                                -------------         -------------

NET INCREASE IN CASH                                                               1,422,426               658,289

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $  2,385,078          $  1,653,119
                                                                                =============         =============

See notes to condensed consolidated financial statements (unaudited).
</TABLE>


                                      -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 live and simulcast on thoroughbred and quarter
horse races. The pari-mutuel  segment  consists of pari-mutuel  wagering on live
thoroughbred and quarter horse races, seven days a week from the middle of April
through Labor Day in September.  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.  The two OTBs 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 supervise the design,
development  and  construction  of  the  Company's  new  casino  and  contiguous
racetrack  facility  (the  "racino")  offering  pari-mutuel  wagering  and  slot
machines in St. Landry Parish, Louisiana (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.


                                      -6-
<PAGE>


RACINO DEVELOPMENT

In order to provide funding for the racino project and to repay certain 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 August 12, 2003 the Company commenced an offer to
exchange the Private OED Notes for registered  notes otherwise  identical in all
respects to the Private OED Notes (the "Registered OED Notes", and together with
the Private OED Notes,  the "OED Notes")  pursuant to a  registration  statement
filed  by the  Company  with  the  Securities  and  Exchange  Commission,  which
registration  statement was declared  effective on August 12, 2003. The exchange
of the Private OED Notes for the Registered OED Notes was completed on September
10, 2003.

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   $91.0  million   (which   includes  costs  of
approximately  $2.5 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. During the first phase, the Company will construct the casino and
related  casino  amenities,  which it expects to open in March 2004,  at a total
cost of $71.1  million  (net of costs  incurred  prior to the issue  date of the
Private OED Notes).  During the second  phase,  the Company will  construct  the
horse  racetrack and related  facilities for a total cost of $19.9 million.  The
Company  has  already  commenced  the first  phase of the  project  and plans to
commence  construction  of a portion of the related  facilities  comprising  the
second phase of the project prior to completion of the first phase.  The Company
expects to continue to operate its existing  horse  racetrack  until live racing
meets  are  scheduled  at the  racino,  at which  time the  Company  will  cease
operations at its existing horse  racetrack.  The Company expects to be prepared
to begin scheduling live racing meets in December 2004.

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) expected  furniture,  fixtures and equipment financing of up to
approximately  $16.0 million which the Company  anticipates  obtaining  prior to
commencement  of the  Company's  casino  operations,  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 and the
Company's senior credit facility.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

RESTRICTED  INVESTMENTS.  As of June  30,  2003,  the  Company  had  $23,922,971
invested in government  securities  with original  maturities of greater than 90
days  from  the  date  of  initial  investment.  The  amounts  invested  in such
securities  are partial  proceeds from the sale of the OED Notes.  Proceeds from
the sale of these  investments  at  maturity  will be used to help pay the first
three payments of fixed  interest on the OED Notes in accordance  with the terms
of a cash  collateral  and  disbursement  agreement,  dated  February  25, 2003,
currently in effect among OED, US Bank (as trustee and  disbursement  agent) and
an independent  construction  consultant (the "Cash  Collateral and Disbursement
Agreement").


                                      -7-
<PAGE>


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 terms of the Cash  Collateral  and
Disbursement Agreement. As of June 30, 2003, the Company had $48,632,292 in cash
equivalents deposited in a construction  disbursement account,  $281,218 in cash
equivalents  deposited in an interest  reserve  account that will be used toward
payment of fixed  interest on the OED Notes and  $5,008,979 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.

PROPERTY AND EQUIPMENT AT ST. LANDRY PARISH.  Included in Property and Equipment
at St. Landry Parish as of June 30, 2003 and December 31, 2002 are land and land
acquisition  costs associated with the racino project of approximately  $6.9 and
$5.4  million,  respectively,  and  architecture  fees  and  construction  costs
associated with the design and development of the racino of approximately  $17.3
million and $2.1 million, respectively.

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 June 30, 2003 and December 31, 2002 was $0.6 million and $0.1
million, respectively.

BUSINESS  ACQUISITION AND LICENSING  COSTS. As of June 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


                                      -8-
<PAGE>

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 June 30, 2003 and  December 31,
2002, the Company had $6.5 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. Pursuant to such
legislation,  which went into effect on August 15, 2003,  such payments shall be
in an amount  equal to 20% of net  device  revenue  without  any  deductions  or
credits.

See  Note 5 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.


                                      -9-
<PAGE>

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.


3.   PROPERTY AND EQUIPMENT

The carrying value for property and equipment is as follows:

                                                     JUNE 30,      DECEMBER 31,
                                                       2003            2002
                                                   -----------    -------------

Land.............................................       310,000        310,000
Building and leasehold improvements..............     1,714,905      1,822,508
Furniture, fixtures, equipment and vehicles......  $  1,670,799   $  1,169,935
                                                   -------------  -------------
                                                      3,695,704      3,302,443
Less: Accumulated depreciation...................    (2,107,953)    (1,962,060)
                                                   -------------  -------------
                                                   $  1,587,751   $  1,340,383
                                                   =============  =============


Depreciation  expense  charged to operations for the three months ended June 30,
2003 and 2002 was  $78,784  and  $36,141,  respectively,  and for the six months
ended June 30, 2003 and 2002 was $145,895 and $100,433, respectively.


                                      -10-
<PAGE>

4.   DEBT

The Company's debt consists of the following:
<TABLE>
<CAPTION>

                                                                                     JUNE 30,          DECEMBER 31,
                                                                                      2003                 2002
                                                                                 -------------         ------------
 <S>                                                                             <C>                  <C>

  13% Senior Secured Notes due March 1, 2010 with Contingent Interest,
     net of discount of $2,391,521, secured by certain assets of the
     Company. .................................................................. $120,808,479

  Loans under Loan and Security Agreement with Wells Fargo Foothill, Inc.
     (formerly known as Foothill Capital Corporation), interest rate at
     Prime + 2.50% (current rate of 6.5%), secured by certain assets of the
     Company. ..................................................................    2,284,301

  Term loan with Wells Fargo Foothill, Inc. (formerly known as Foothill
     Capital Corporation), interest at Prime + 3.75%, however, at no time
     shall the interest rate be lower than 7.5%, maturing the earlier of (a)
     June 30, 2003 or (b) the date on which OED consummates its financing of
     the Racino Project.  This facility was repaid and terminated in February
     2003 with proceeds of the offering of the OED Notes........................                       $ 8,300,000

  Note payable to OEDA, interest rate of 7% until January 31, 2003,
     thereafter 8% until February 28, 2003, thereafter 9% until March 31,
     2003, thereafter the greater of 12% or the fixed rate on the notes
     expected to be issued to finance the Racino Project, maturing on
     June 30, 2003.  Obligations under this note were repaid in February
     2003 with proceeds of the offering of the OED Notes........................                         7,325,000

  Note payable to WET2, issued by the Company and PGP, interest rate of
     7% until March 31, 2003, thereafter the greater of 12% or the fixed
     rate on the notes expected to be issued to finance the Racino Project,
     maturing on June 30, 2003. Obligations under this note were repaid in
     February 2003 with proceeds of the offering of the OED Notes...............                         4,500,000
                                                                                 -----------           -----------

  Total debt.................................................................... 123,092,780            20,125,000

  Less current portion..........................................................          (0)          (20,125,000)
                                                                                ------------          ------------

  Total long term debt..........................................................$123,092,780          $          0
                                                                                ============          ============
</TABLE>


                                      -11-
<PAGE>


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 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 June 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),  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.


                                      -12-
<PAGE>


On June 24, 2003,  the Company  entered into a new $15.0 million  senior secured
credit  facility with Wells Fargo  Foothill,  Inc.  (formerly  known as Foothill
Capital  Corporation)  as lender (the "Senior Credit  Facility").  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.  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 and the guarantees.

The Senior  Credit  Facility is a revolving  credit  facility  that  permits the
Company to request advances and letters of credit to finance working capital and
other general corporate needs. Under the Senior Credit Facility, the Company has
the ability to borrow up to $3.0 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 will be 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) the aggregate principal amount of all advances  outstanding as of the Second
Anniversary and (ii) the lesser of $10.0 million and the Borrowing Base.

All revolving  loans  incurred  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 June 30, 2003 the Company was in
compliance with all such covenants.

In connection  with the Company  entering  into the Senior  Credit  Facility and
concurrently  with the closing of such credit  facility,  the trustee  under the
indenture for the OED Notes (as secured party) has entered into an intercreditor
agreement with Wells Fargo Foothill,  Inc.  (formerly known as Foothill  Capital
Corporation)  as the  lender  under  such  credit  facility.  The  intercreditor
agreement provides,  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  and  the  guarantees   (except  that  the   construction
disbursement, interest reserve, completion reserve and excess cash flow accounts
will only be security for the OED Notes and the guarantees).


                                      -13-
<PAGE>


5.   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 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,  $0.4 million was
paid to the LHBPA in March 2003 and $0.4  million  has been  included  in "Other
accrued expenses" in the "Current  Liabilities"  section with the remaining $0.8
million recorded under  "Litigation  settlement" in the "Long-term  liabilities"
section of the Condensed Consolidated Balance Sheet as of June 30, 2003.


6.   RELATED PARTIES

At June 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 June 30, 2003 and December 31, 2002, the Company had an intercompany accounts
payable to PGC of $2,945,351  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 June 30, 2003 and December 31, 2002, the Company had management services fees
payable to PGC and OEDA totaling $464,644 and $224,644, respectively.


7.   COMMITMENTS AND CONTINGENCIES

In February 2003, the Company entered into two separate  purchase  agreements to
purchase  approximately 106 acres of land, which transactions are subject to the
satisfaction of certain closing conditions on or prior to December 31, 2003. The
Company paid deposits  aggregating $50,000 in connection with these transactions
which are creditable against the purchase price. The Company anticipates funding
the unpaid portions of the aggregate purchase price in these transactions from a
combination of funds available in the construction disbursement account and cash
from operations.


                                      -14-
<PAGE>

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  $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 other  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 the Company's financial condition,  results of
operations or cash flows.


8.   SUBSEQUENT EVENT

In an effort to reduce the impact of the  Louisiana  Supreme Court ruling on the
sharing of video  poker  revenues  with the LHBPA  (see Note 5),  the  Louisiana
Legislature  passed legislation during the 2003 regular session that effectively
reduces  the  amounts  that are  required  to be paid to  supplement  purses for
horsemen.  Pursuant  to such  legislation,  which went into effect on August 15,
2003,  such payments  shall be in an amount equal to 20% of net device  revenue,
without any deductions or credits.


                                      -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  discussed below consist of the  consolidated
results  of  operations  for the  period  January  1 to June  30,  2002  for the
predecessor  company and our  consolidated  results of operations for the period
January  1 to June  30,  2003 for the  successor  company.  As a  result  of the
substantially  different  capital  structure of the successor company to that of
the  predecessor  company,  and of the  application  of purchase  accounting  in
connection  with the  acquisition of OED by OEDA,  results of operations for the
successor  company may not be  comparable  to the results of  operations  of the
predecessor company.

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS DATA

                                                    SUCCESSOR           PREDECESSOR           SUCCESSOR          PREDECESSOR
                                                   THREE MONTHS         THREE MONTHS          SIX MONTHS         SIX MONTHS
                                                      ENDED                ENDED                ENDED               ENDED
                                                     JUNE 30,             JUNE 30,             JUNE 30,            JUNE 30,
                                                       2003                 2002                 2003               2002
                                                ------------------    ----------------     ---------------    ----------------
  <S>                                          <C>                   <C>                  <C>                <C>

REVENUES:
   Meet                                                 1,787,052           1,735,979           2,188,842           2,076,574
   Off-track betting                                    1,941,944           1,915,711           4,155,675           4,129,161
   Food and beverage                                      497,813             462,644             659,803             608,402
                                                ------------------    ---------------      ---------------    ----------------
                  Total net revenues                    4,226,809           4,114,334           7,004,320           6,814,137
                                                ------------------    ---------------      ---------------    ----------------

EXPENSES:
   Meet                                                 1,593,274           1,473,629           2,136,080           1,889,448
   Off-track betting                                    1,350,805           1,272,449           2,708,177           2,627,662
   Food and beverage                                      435,953             421,221             597,205             601,323
   Selling, general and administrative                    453,185             328,387             799,625             565,282
   Pre-opening expense                                    190,638                                 204,921
   Depreciation and amortization                           78,784              36,141             145,895             100,433
   Management fee                                         120,000                                 240,000
   Litigation settlement                                                                        1,600,000
                                                ------------------    ---------------      ---------------    ----------------
                  Total expenses                        4,222,639           3,531,827           8,431,903           5,784,148
                                                ------------------    ---------------      ---------------    ----------------
INCOME FROM OPERATIONS                                      4,170             582,507          (1,427,583)          1,029,989
                                                ==================    ================     ===============    ================
</TABLE>



                                      -17-
<PAGE>


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


         REVENUES

         Meet revenues  increased  slightly to $1.8 million for the three months
ended June 30, 2003 from $1.7  million for the three months ended June 30, 2002,
which is consistent  with a 3.2% increase in live meet handle.  This increase in
handle is  primarily  attributed  to five more live racing days during the three
months  ended June 30, 2003  compared to the three  months  ended June 30, 2002.
Meet revenues  accounted for 42.3% and 42.2% of the total revenues for the three
months ended June 30, 2003 and 2002, respectively.

         Off-track  betting revenues  remained  substantially  unchanged at $1.9
million  for the three  months  ended June 30, 2003 and 2002 and  accounted  for
45.9% and 46.6% of the total  revenues  for the three months ended June 30, 2003
and 2002, respectively.

         Food and  beverage  revenue  remained  substantially  unchanged at $0.5
million  for the three  months  ended June 30, 2003 and 2002 and  accounted  for
11.8% and 11.2% of the total  revenues  for the three months ended June 30, 2003
and 2002, respectively.

         OPERATING EXPENSES

         Meet expense  increased 8.1% to $1.6 million for the three months ended
June 30, 2003 from $1.5 million for the three  months ended June 30, 2002.  This
increase is  primarily  attributed  to  increases  in (i)  insurance  expense of
$63,000  and (ii) an  increase  in  utilities  of $43,000  due to an increase in
utility rates.

         Off-track  betting expense increased 6.2% to $1.4 million for the three
months ended June 30, 2003 from $1.3 million for the three months ended June 30,
2002.  This  increase  is  primarily  attributed  to  start-up,   operating  and
advertising  expenses related to the installation of 100 video poker machines at
the Port Allen OTB.

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

         Selling,  general and  administrative  expense  increased 38.0% to $0.5
million for the three months ended June 30, 2003 from $0.3 million for the three
months ended June 30, 2002. This increase is primarily due to (i) an increase in
professional  fees of  approximately  $71,000,  (ii) an  increase  in  political
contributions  of  $46,000  and  (iii) an  increase  in  management  payroll  of
approximately $25,000.

         Pre-opening  expenses of $0.2  million for the three  months ended June
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  increased  slightly due to an
increase in depreciable assets at June 30, 2003 compared to June 30, 2002.

         Management  fees of $0.1 million  accrued but not paid during the three
months ended June 30, 2003 relate to a management  services agreement we entered
into with the PGC and OEDA.



                                      -18-
<PAGE>

         OTHER INCOME

         Interest  income  increased  to $0.2 million for the three months ended
June 30, 2003 from $0.0 million  during the three months ended June 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 $4.1 million for the three months ended
June 30, 2003 from $0.3 million for the three  months ended June 30, 2002.  This
change is primarily  due to the change in our debt  structure.  During the three
months ended June 30, 2003, we had  outstanding  debt of $123.2 million  bearing
interest at 13% compared to  approximately  $10.9  million  bearing  interest at
approximately 10% during the three months ended June 30, 2002.


SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

         REVENUES

         Meet  revenues  increased  slightly to $2.2  million for the six months
ended June 30, 2003 from $2.1  million for the six months  ended June 30,  2002.
This  increase is primarily  attributed to (i) five more live racing days during
the six months  ended June 30, 2003  compared  to the six months  ended June 30,
2002 and (ii)  commissions  received  from a horse sale we held during the first
quarter  of 2003 (we did not host a  corresponding  horse  sale  during  the six
months ended June 30, 2002). Meet revenues  accounted for 31.2% and 30.5% of the
total revenues for the six months ended June 30, 2003 and 2002, respectively.

         Off-track   betting  revenues  remained   substantially   unchanged  at
approximately  $4.1  million for the six months ended June 30, 2003 and 2002 and
accounted  for 59.4% and 60.6% of the total  revenues  for the six months  ended
June 30, 2003 and 2002, respectively.

         Food and beverage  revenue  increased  slightly to $0.7 million for the
six months  ended June 30, 2003 from $0.6  million for the six months ended June
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 9.4% and 8.9% of
the  total   revenues  for  the  six  months  ended  June  30,  2003  and  2002,
respectively.

         OPERATING EXPENSES

         Meet expense  increased  13.1% to $2.1 million for the six months ended
June 30, 2003 from $1.9  million for the six months  ended June 30,  2002.  This
increase is  primarily  attributed  to  increases  in (i)  insurance  expense of
$76,000  and (ii) an  increase  in payroll  expenses  of  approximately  $74,000
partially  due to an increase in the number of employees to improve the services
provided to the horsemen for horse training,  and (iii) an increase in utilities
of approximately $65,000 due to an increase in utility rates.

         Off-track  betting expense  increased  slightly to $2.7 million for the
six months  ended June 30, 2003 from $2.6  million for the six months ended June
30, 2002.  This  increase is primarily  attributed  to start-up,  operating  and
advertising  expenses related to the installation of 100 video poker machines at
the Port Allen OTB.

         Food and  beverage  expense  remained  substantially  unchanged at $0.6
million for the six months ended June 30, 2003 and 2002.


                                      -19-
<PAGE>

         Selling,  general and  administrative  expense  increased 41.5% to $0.8
million  for the six months  ended June 30,  2003 from $0.6  million for the six
months ended June 30, 2002. This increase is primarily due to (i) an increase in
professional fees of approximately $125,000, primarily legal expenses related to
the LHBPA video poker settlement, (ii) an increase in political contributions of
$46,000 and (iii) an increase in management payroll of approximately $37,000.

         Pre-opening  expenses of $0.2 million for the six months ended June 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 $0.1 million for the six months ended June 30, 2003 and 2002.

         Management  fees of $0.2  million  accrued  but not paid during the six
months ended June 30, 2003 relate to a management  services agreement we entered
into with PGC and OEDA.

         Litigation settlement expense during the six months ended June 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 $0.3 million for the six months ended June
30,  2003 from $0.0  million  during  the six  months  ended  June 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 $6.4  million for the six months ended
June 30, 2003 from $0.5  million for the six months  ended June 30,  2002.  This
change is primarily due to the change in our debt  structure.  During the period
January 1 through  February 25, 2003 and the period February 26 through June 30,
2003, we had outstanding  interest bearing debt of  approximately  $20.0 million
and $123.2 million, respectively, compared to approximately $10.9 million during
the six months ended June 30, 2002.



                                      -20-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Financing Activities

         On June 24, 2003,  we entered into a new $15.0 million  senior  secured
credit  facility with Wells Fargo  Foothill,  Inc.  (formerly  known as Foothill
Capital Corporation) as lender (the "Senior Credit Facility"). The Senior Credit
Facility  consists of a revolving  credit  facility  which permits us to request
advances  and letters of credit to finance  working  capital  and other  general
corporate  needs.  All revolving loans incurred 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.  Borrowings  under the  Senior  Credit  Facility  will bear
interest at a base rate (a Wells Fargo prime rate) plus a margin of 2.50%. As of
June 30, 2003, we had borrowings in the amount of $2,284,301  outstanding  under
the Senior Credit Facility.

Cash Flows from Operating, Investing and Financing Activities

         Our cash and cash  equivalents  balance  increased $1.4 million to $2.4
million at June 30, 2003 from $1.0 million at December 31, 2002.

         Cash flows from operating activities of $0.7 million for the six months
ended June 30, 2003 consisted of net loss of $7.5 million  increased by non-cash
charges of $1.1  million,  principally  amortization  and write off of  deferred
financing costs, and an increase in working capital of $7.1 million.  The change
in working capital is primarily comprised of (i) an increase in accrued interest
of $5.1  million,  primarily  related  to  interest  on the OED  Notes,  (ii) an
additional $1.2 million accrual related to the outstanding  balance of the LHBPA
litigation  settlement  and (iii) an increase in  intercompany  payables of $0.7
million  which  relate  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.

         Cash flows used in investing  activities  for the six months ended June
30,  2003  was  $92.2  million  consisting  of (i)  an  increase  in  restricted
cash--racino project and restricted  investments of $77.8 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 $12.2 million for the
acquisition  of  land  and  construction,   architecture  fees  and  development
associated  with  the  racino  project,  (iii)  approximately  $1.7  million  in
development  costs related to our 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  OTB  at  Port  Allen,
Louisiana.

         Cash flows from financing  activities for the six months ended June 30,
2003 of $93.0  million  reflects the net  proceeds  from the offering of the OED
Notes of $120.7 million and the proceeds from borrowings under our Senior Credit
Facility of $2.3 million.  These proceeds were offset by (i) principal  payments
to repay  outstanding  debt totaling  $20.1 million and (ii) deferred  financing
costs paid of $9.9 million associated with the issuance of the OED Notes and the
Credit Facility.  As of June 30, 2003, the Company has $2.3 million  outstanding
under the Senior Credit Facility.



                                      -21-
<PAGE>

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

         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,  anticipated
furniture,  fixtures and  equipment  financing  of up to $16.0  million and cash
generated  from  operations  will be  sufficient  to satisfy  all of our working
capital and current debt service  requirements.  If we are unable to obtain such
furniture,  fixtures and equipment financing on commercially reasonable terms or
at all or 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 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. As of June 30, 2003, the Company had $2.3 million in
outstanding  borrowings  under its  Senior  Credit  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 ($3.0 million as of June 30, 2003), 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 would be less
than $0.1 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):
                                                                        FAIR
      DESCRIPTION              MATURITY    FIXED INTEREST RATE   COST   VALUE
-----------------------     -------------  -------------------  ------  ------
13% Senior Secured
  Notes with Contingent
  Interest                  March 1, 2010          13%          $123.2  $124.4*

* Represents fair value as of August 6, 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
June 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).


                                      -24-
<PAGE>


                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)).

                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 September 17, 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)



                                      -26-