<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

For Quarter Ended July 31, 1999                   Commission File Number O-7607
                  -------------                                          ------


                            FAIR GROUNDS CORPORATION
                            ------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                       <C>
              Louisiana                                                             72-0361770
-------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification No.)

1751 Gentilly Blvd., New Orleans, LA                                                     70119
--------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                    (Zip Code)

</TABLE>

Registrant's telephone number including area code   (504) 944-5515
                                                   ----------------

                                 Not Applicable
--------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report)

Indicate by a check mark whether the registrant (1) has filed all reports 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 report(s)), and (2) has been subject to such filing requirements
for the past 90 days.

           [x]    Yes         [ ]  No

         468,580 Common Shares were outstanding as of September 1, 1999.


<PAGE>   2


                            FAIR GROUNDS CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheet, July 31, 1999 (Unaudited)
                  and Balance Sheet, October 31, 1998                         3

                  Statements of Operations and Retained
                  Earnings for the Three Months Ended
                  July 31, 1999 and 1998 (Unaudited)                          5

                  Statements of Operations and Retained
                  Earnings for the Nine Months Ended
                  July 31, 1999 and 1998 (Unaudited)                          8

                  Statements of Cash Flows for the Nine
                  Months Ended July 31, 1999 and 1998
                  (Unaudited)                                                11

                  Notes to Financial Statements for the Nine
                  Months Ended July 31, 1999 and 1998 (Unaudited)            13

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        19

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                          30

         Item 4.  None

         Item 6.  Exhibits and Reports on Form 8-K                           30


SIGNATURES

</TABLE>



                                      -1-
<PAGE>   3











                                     PART I

                              FINANCIAL INFORMATION











                                      -2-

<PAGE>   4


                                EXPLANATORY NOTE

This Form 10-Q/A is being filed to amend the Registrant's Form 10-Q for the
quarter ended July 31, 1999, which was filed with the Securities and Exchange
Commission on September 14, 1999 to reflect the effects of the restatement of
the Company's financial statements as of, and for the year ended, October 31,
1998 as set forth in the Company's Form 10-K/A for the year ended October 31,
1998.

                            FAIR GROUNDS CORPORATION
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                (Unaudited)
                                                 July 31,           October 31,
                                                   1999                1998
                                               -----------          -----------
<S>                                           <C>                  <C>
ASSETS

CURRENT ASSETS
      Cash and cash equivalents               $  7,662,561         $  7,577,730
      Cash and cash equivalents
           - restricted                            125,665              118,218
      Accounts receivable                          631,969            1,078,638
      Mutuel settlements                              --                139,964
      Inventory                                    121,983              118,357
      Prepaid expenses                           1,867,349              437,322
      Deferred Taxes                                59,940               59,940
                                              ------------         ------------

           Total Current Assets                 10,469,467            9,530,169
                                              ------------         ------------

OTHER ASSETS                                       271,802              283,411
                                              ------------         ------------
PROPERTY, PLANT AND EQUIPMENT
      Buildings and improvements                44,054,580           43,870,295
      Land improvements                          4,321,672            4,348,135
      Automotive equipment                         963,243              931,424
      Machinery and equipment                    2,679,060            2,432,433
      Furniture and fixtures                       394,118              366,575
                                              ------------         ------------

           Total                                52,412,673           51,948,862

      Less: accumulated depreciation
           and amortization                    (17,372,131)         (15,904,346)
                                              ------------         ------------

      Depreciable property - net                35,040,542           36,044,516
      Land                                       3,286,281            3,286,281
                                              ------------         ------------

</TABLE>



                                      -3-

<PAGE>   5


<TABLE>

<S>                                               <C>                  <C>
      Property, plant and
            equipment - net                         38,326,823           39,330,797
                                                  ------------         ------------

           TOTAL ASSETS                           $ 49,068,092         $ 49,144,377
                                                  ============         ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Notes payable                               $    193,750         $     46,894
      Accounts payable                                 187,227            1,493,409
      Construction contract payable                       --                 58,732
      Accrued liabilities:
           Deferred purses                           4,991,134            7,930,825
           Host track fees                             429,372              374,251
           Mutuel settlements                          171,563                 --
           Uncashed mutuel tickets                     475,612              446,786
           Other                                       268,413              369,135
      Deferred revenues                                237,610              275,701
      Income taxes payable                           2,061,926              515,391
                                                  ------------         ------------

           Total Current Liabilities                 9,016,607           11,511,124
                                                  ------------         ------------

DEFERRED INCOME TAXES                                9,995,418            9,995,418
                                                  ------------         ------------

           Total Liabilities                        19,012,025           21,506,542
                                                  ------------         ------------

STOCKHOLDERS' EQUITY
      Capital stock - no par value;
           authorized 600,000 shares,
           469,940 shares issued and
           468,580 shares outstanding                1,525,092            1,525,092
      Additional paid-in-capital                     1,936,702            1,936,702
      Retained earnings                             26,629,798           24,211,566
                                                  ------------         ------------

           Total                                    30,091,592           27,673,360

      Less:  treasury stock at cost,
           1,360 shares                                (35,525)             (35,525)
                                                  ------------         ------------

           Total Stockholders' Equity               30,056,067           27,637,835
                                                  ------------         ------------
           TOTAL LIABILITIES AND
                STOCKHOLDERS' EQUITY              $ 49,068,092         $ 49,144,377
                                                  ============         ============

</TABLE>

See accompanying notes to financial statements.




                                      -4-

<PAGE>   6


                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                For the Three Months Ended July 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       1999               1998
                                                    ----------        ----------
<S>                                                 <C>               <C>
REVENUES
   Pari-mutuel commissions                          $5,202,953        $5,070,392
   Breakage                                            141,970           116,358
   Uncashed mutuel tickets                             267,610           273,736
                                                    ----------        ----------

        Total                                        5,612,533         5,460,486

   Less: pari-mutuel tax                               678,765           705,371
                                                    ----------        ----------

        Total Mutuel Income                          4,933,768         4,755,115

   Concessions                                         295,583           311,058
   Video poker (net)                                   416,584           406,499
   Admissions(net of taxes)                             73,032            77,598
   Programs and forms                                  318,532           393,507
   Miscellaneous                                       283,098           167,595
                                                    ----------        ----------

        Total Operating Revenues                     6,320,597         6,111,372
                                                    ----------        ----------

RACING EXPENSES
   Purses                                            1,936,626         1,830,360
   Salaries and related taxes and benefits           1,730,864         1,293,228
   Contracts and services                              437,302           293,121
   Host track fees                                     831,271           799,421
   Depreciation                                        484,341           524,480
   Cost of sales - concessions                          89,431           125,948
   Utilities                                           223,855           291,923
   Repairs and maintenance                             145,506           196,256
   Programs, forms and other supplies                  324,599           373,140
   Advertising and promotion                           373,885           367,361
   Rent                                                101,579            68,960
   Miscellaneous                                        67,742           214,729
                                                    ----------        ----------

        Total Racing Expenses                       $6,747,001        $6,378,927
                                                    ----------        ----------
</TABLE>

(Continued)




                                      -5-

<PAGE>   7



                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (CONTINUED)
                For the Three Months Ended July 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      1999                1998
                                                 ------------         ------------
<S>                                              <C>                  <C>
GENERAL AND ADMINISTRATIVE EXPENSES
   Salaries and related taxes and benefits       $    373,965         $    442,383
   Insurance                                          241,632              195,186
   Property taxes                                     244,680              224,071
   Legal, audit and director fee                      359,250              187,625
   Contracts and services                              33,027               25,155
   Office expenses                                     96,458               41,468
   Miscellaneous                                       83,468               47,362
                                                 ------------         ------------

        Total General and Administrative
        Expenses                                    1,432,480            1,163,250
                                                 ------------         ------------

NET LOSS FROM OPERATIONS                           (1,858,884)          (1,430,805)

OTHER INCOME (EXPENSE)
   Jazz and Heritage Festival Income                  193,674              863,842
   Interest expense                                    (6,712)                --
   Interest income                                     45,403               37,391
                                                 ------------         ------------

Loss Before Benefit For Income Taxes
and Extraordinary Item                             (1,626,519)            (529,572)

   Benefit for income taxes                          (662,994)            (580,600)
                                                 ------------         ------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM
   (per share - 1999 - ($2.06), 1998 - $.11)         (963,525)              51,028

Extraordinary item - gain from fire                      --              1,452,000
                                                 ------------         ------------
   (net of $748,000 taxes in 1998)
NET INCOME (Loss) (per share 1999 - ($2.06),
   1998 - $3.21)                                 $   (963,525)        $  1,503,028

RETAINED EARNINGS, BEGINNING OF PERIOD           $ 27,593,323         $ 24,342,817

RETAINED EARNINGS, END OF PERIOD                 $ 26,629,798         $ 25,845,845
                                                 ============         ============

</TABLE>




                                      -6-


<PAGE>   8


                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (CONTINUED)
                For the Three Months Ended July 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

<S>                                                      <C>            <C>
CASH DIVIDENDS PER SHARE                                 $    NONE      $    NONE
                                                         =========      =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING              468,580        468,580
                                                         =========      =========
</TABLE>







                                      -7-




<PAGE>   9


                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                For the Nine Months Ended July 31, 1999 and 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                      1999                 1998
                                                  ------------        -------------
<S>                                               <C>                  <C>

REVENUES
   Pari-mutuel commissions                        $ 20,881,549         $ 19,463,106
   Breakage                                            578,369              422,432
   Uncashed mutuel tickets                             441,634              406,596
                                                  ------------         ------------

        Total                                       21,901,552           20,292,134

   Less: pari-mutuel tax                            (2,626,526)          (2,579,406)
                                                  ------------         ------------

   Commission income                                19,275,026           17,712,728
   Host track fees                                  10,311,004            7,284,312
                                                  ------------         ------------

        Total Mutuel Income                         29,586,030           24,997,040

   Concessions                                       2,045,898            1,949,611
   Video poker (net)                                 1,295,708            1,248,880
   Admissions (net of taxes)                           647,019              690,959
   Parking                                              56,606               43,287
   Programs and forms                                1,188,800            1,274,771
   Miscellaneous                                       935,555              470,931
                                                  ------------         ------------

        Total Operating Revenues                    35,755,616           30,612,479
                                                  ------------         ------------
RACING EXPENSES
   Purses                                           12,748,240           10,549,397
   Salaries and related taxes and benefits           6,403,511            5,642,517
   Contracts and services                            2,331,287            1,803,313
   Host track fees                                   2,477,603            2,337,305
   Depreciation                                      1,464,857            1,486,909
   Cost of sales - concessions                         659,576              667,721
   Utilities                                           722,611              852,279
   Repairs and maintenance                             520,760              636,118
   Programs, forms and other supplies                1,486,922            1,451,062
   Advertising and promotion                         1,105,582              926,752
   Rent                                                266,292              244,232
   Miscellaneous                                       526,551              518,653
                                                  ------------         ------------

        Total Racing Expenses                     $ 30,713,792         $ 27,116,258
                                                  ------------         ------------

</TABLE>

(Continued)




                                      -8-

<PAGE>   10


                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (CONTINUED)
                For the Nine Months Ended July 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         1999               1998
                                                    ------------       ------------
<S>                                                 <C>                <C>
GENERAL AND ADMINISTRATIVE EXPENSES
   Salaries and related taxes and benefits          $  1,577,235       $  1,051,800
   Insurance                                             657,713            671,630
   Property taxes                                        724,550            585,764
   Legal, audit and director fees                        795,897            561,356
   Loan closing costs                                       --               24,042
   Contracts and services                                 97,321            142,864
   Office expenses                                       252,726            341,722
   Miscellaneous                                       1,274,084            281,341
                                                    ------------       ------------
      Total General and Administrative
      Expenses                                         5,379,526          3,660,519
                                                    ------------       ------------

NET LOSS FROM OPERATIONS                                (337,702)          (101,298)

OTHER INCOME (EXPENSE)
   Jazz and Heritage Festival Income                   1,248,320          1,390,536
   Interest expense                                      (17,021)           (12,509)
   Interest income                                       114,923            100,897

INCOME BEFORE PROVISION FOR INCOME
TAXES AND EXTRAORDINARY ITEM                           1,008,520          1,434,159

Provision for income taxes                               511,676            376,968
                                                    ------------       ------------

INCOME BEFORE EXTRAORDINARY ITEM
   (per share - 1999 - $1.06, 1998 - $2.26)              496,844          1,057,191

Extraordinary item - gain from fire
   (net of $1,593,312 and $3,366,000                   2,389,968          6,534,000
                                                    ------------       ------------
   of taxes in 1999 and 1998, respectively)

NET INCOME (per share 1999 - $6.16,
   1998 - $16.20)                                   $  2,886,812       $  7,591,191

RETAINED EARNINGS, BEGINNING OF PERIOD              $ 24,211,566       $ 18,254,654


</TABLE>




                                      -9-
<PAGE>   11




                            FAIR GROUNDS CORPORATION
                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (CONTINUED)
                For the Nine Months Ended July 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                    1999                1998
                                               -------------        ------------
<S>                                            <C>                  <C>
DIVIDENDS PAID                                     (468,580)             --

RETAINED EARNINGS, END OF PERIOD               $ 26,629,798         $ 25,845,845
                                               ============         ============

CASH DIVIDENDS PER SHARE                       $       1.00         $       NONE
                                               ============         ============

WEIGHTED AVERAGE NUMBER OF
      SHARES OUTSTANDING                            468,580              468,580
                                               ============         ============

</TABLE>


See accompanying notes to financial statements





                                      -10-
<PAGE>   12


                            FAIR GROUNDS CORPORATION
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended April 31, 1999 and 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          1999               1998
                                                       -----------       -----------

<S>                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                          $ 2,886,812       $ 7,591,191
                                                       -----------       -----------
   Adjustments to reconcile net income
        to net cash used for operating
        activities:
        Extraordinary item - gain from fire             (3,983,280)       (9,900,000)
        Depreciation                                     1,464,857         1,486,909
        Deferred income taxes                                 --           3,635,528
        Change in assets and liabilities:
        (Increase) decrease in:
             Accounts receivable                           586,633           635,007
             Inventory                                      (3,656)           13,326
             Prepaid expenses                           (1,429,997)         (483,695)
             Restricted cash                                (7,447)             --
        Increase (decrease) in Accounts payable
                and accrued liabilities                 (1,180,220)         (923,133)
             Deferred revenue                              (38,091)         (155,360)
             Deferred purses                            (2,939,691)       (2,599,495)
             Income taxes payable                        1,546,535          (121,000)
             Uncashed mutuel tickets                        28,826           120,375
             Contracts payable                             (58,732)             --

                  Total adjustments                     (6,041,263)       (8,251,538)
                                                       -----------       -----------

        Net cash used for operating activities          (3,127,451)         (660,347)
                                                       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
        Proceeds from litigation settlement              3,983,280         9,900,000
        Capital expenditures                              (460,883)       (4,147,589)
        Decrease in deposits                                11,609             7,503
        Proceeds provided by sale of
             investment securities                            --             596,000
        Decrease in restricted cash                           --           2,525,484
                                                       -----------       -----------
        Net cash provided by investing activities        3,534,006         8,881,398
                                                       -----------       -----------
</TABLE>

(Continued)




                                      -11-

<PAGE>   13


                            FAIR GROUNDS CORPORATION
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                For the Nine Months Ended July 31, 1999 and 1998
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                            1999              1998
                                                         -----------       -----------

<S>                                                     <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Loan proceeds                                         $   346,131       $   110,650
   Principal repayments on loans                            (199,275)       (5,318,903)
   Advances from third party                               1,000,000         1,000,000
   Repayments to third party                              (1,000,000)       (1,000,000)
   Dividends paid                                           (468,580)             --
                                                         -----------       -----------
Net cash used for financing activities                      (321,724)       (6,571,391)
                                                         -----------       -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          84,831        (2,546,197)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           7,577,730         6,264,934
                                                         -----------       -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 7,662,561       $ 3,718,737
                                                         ===========       ===========

SUPPLEMENTAL DISCLOSURES:
   Interest paid                                         $    17,021       $   391,182
                                                         ===========       ===========

   Income taxes paid                                     $ 1,283,000       $      --
                                                         ===========       ===========

</TABLE>





                                      -12-
<PAGE>   14
NOTE 1 - COMMITMENTS AND CONTINGENCIES

Fire Related Litigation

The Company has been a party to a number of legal proceedings which have arisen
as a result of the December 1993 fire or in connection with the Company's
efforts to collect insurance proceeds after the fire. The following is a brief
description of such fire-related proceedings that were concluded during the nine
months ended July 31, 1999 or have not yet been concluded:

Travelers Litigation

On May 14, 1994, the Company filed an action in the 24th Judicial Court in the
State of Louisiana against Travelers Indemnity Company of Illinois ("Travelers")
and others. The Company contended that the insurance policy provided by
Travelers provided the Company with blanket coverage in the amount of $24.2
million in excess of the $10 million of underlying coverage. Accordingly, the
Company maintained that Travelers was liable for the difference between $24.2
million and the amount which had been paid at that time (approximately $9.5
million), plus statutory penalties of 10% of the amount not paid, interest,
attorney's fees and costs. The Company further contended that the insurance
agent and the insurance broker who arranged for the insurance were liable to the
Company for any damages sustained including any damages sustained because the
amount of coverage is less than that claimed by the Company. Travelers' position
is that its liability under such policy is limited to the amount which it had
previously paid.

In November 1996, the Company entered into a joint settlement with the insurance
agent and broker pursuant to which the insurance agent and broker agreed to pay
a total of $10,000,000 to the Company. Such amount was placed in escrow until
April 9, 1997, when the Company utilized such funds in connection with the
closing of its construction financing previously reported. The settlement
agreement included a "Mary Carter" provision whereby the liability insurers of
the insurance agent and broker would be entitled to share in the Company's
recovery from Travelers in that litigation.

The Company's action against Travelers was tried in September 1997, and in April
1998, the trial court entered judgment in



                                      -13-
<PAGE>   15

NOTE 1 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

favor of the Company and against Travelers, awarding the Company $2,410,905 in
business interruption insurance, legal interest on that sum from May 13, 1994
until paid, statutory penalties in the amount of $222,128 and attorney's fees in
an amount to be set by the Court. In August 1998, the Court denied all post
trial motions and certified the judgment as being immediately appealable. The
court later fixed the amount of attorney's fees at $75,000. Appeals by both the
Company and Travelers are now pending before the state court of appeals. Under
the Mary Carter provision, the Company is entitled to the following: (i) 100% of
the first $1.0 million recovered and 100% of any recovery from $3.0 million to
$4.0 million; (ii) 57.214437% of any recovery from $10.0 million to $14,674,474;
and (iii) 85% of any recovery in excess of $14,674,474.

ADT Litigation

In December 1994, the Company filed an action in the Civil District Court for
the Parish of Orleans, State of Louisiana against ADT Security Systems,
Mid-South, Inc. ("ADT"), the company which provided and maintained the fire
alarm system at the race track, and other defendants. The complaint sought
damages that were allegedly caused by the negligence of one or more of the
defendants. The Company's three fire insurers and a third party's insurance
company, which insured the operator of the video poker machines destroyed in the
fire, intervened in the suit asserting subrogation claims against the same
defendants.

In late 1996, the Company and the three insurance companies entered into
settlements with the manufacturer of a lighting ballast and an architect. After
division of the settlement proceeds among the Company and the three insurance
companies and the payment of various litigation expenses, the Company received
approximately $268,000. In March 1997, a jury trial was held on the remaining
claims and resulted in an award in favor of the Company and the subrogated
insurance companies of approximately $49.8 million in the aggregate in damages
against ADT, plus interest, of which approximately $31.8 million, plus interest,
was awarded to the Company and the balance to the subrogated insurance
companies, including approximately $4.25 million to the Company's primary
property insurer. The judgment was appealed to the Court of Appeals of
Louisiana, Fourth Circuit, by ADT, the Company and


                                      -14-

<PAGE>   16

NOTE 1 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

three of the subrogated insurance companies. In June 1997, the insurance company
that insured the initial layer of ADT's liability tendered approximately $9.3
million in partial settlement of the action. After a dispute with the subrogated
insurers over the division of these funds was resolved in August 1997, the
Company received approximately $4 million of those proceeds after litigation
expenses.

In December 1997, the Company entered into a settlement with ADT and ADT's
excess coverage insurers pursuant to which the Company was paid $37 million and
agreed to indemnify ADT and its insurers against the judgment creditor claims of
the four subrogated insurers. In December 1997, the Company received $7.7
million of such funds net of litigation expenses, and the balance of the
settlement funds was placed in escrow pending resolution of the subrogation
claims. In July 1998, the Company settled the subrogation claims of three of the
four insurers, as well as an action filed in April 1997 in United States
District Court for the Eastern District of Louisiana by those three insurers
against the Company seeking a declaratory judgement that a contract had been
entered into by the parties respecting the distribution of funds recovered in
the ADT litigation. Under the terms of this settlement, the three insurers
received a total of $12.97 million from the funds in escrow. At that time, the
Company received an additional $2.2 million from the funds in escrow, net of
litigation expenses. Approximately $6.3 million was held in escrow pending
resolution of the claims between the Company and its primary property insurer.

In September 1998, the Court of Appeals, among other things, reversed the trial
court's award of $4.25 million to the Company's primary property insurer on its
subrogation claim, concluding that the trial court had erred in making that
award to the insurer when the Company had not been fully compensated for its
property loss. This decision rendered moot the remainder of the appeals. The
insurer appealed this decision to the Louisiana Supreme Court which denied the
appeal. In February and March 1999, the Company received additional funds
totaling $3.79 million, net of litigation expenses, constituting the final
distribution of the funds held in escrow.



                                      -15-
<PAGE>   17

NOTE 1 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other Litigation

In 1996, a suit was filed in U.S. District Court in Baton Rouge by Livingston
Downs Racing Association ("Livingston") naming the Company and other defendants
in an antitrust/civil RICO suit alleging the Company participated in a
conspiracy to prevent the plaintiff from entering the live racing, off-track
betting and video poker markets. This suit is currently in the discovery stages,
and the Company has filed a motion for summary judgment. Livingston had
previously filed a series of other legal actions against the Company which were
resolved in the Company's favor. Management believes that Livingston's claims in
this case are without merit. However, there is no assurance that the Company
will successfully defend all of Livingston's claims. Because the amount in
question has not yet been determined but could be substantial and because there
is no assurance that there will be insurance coverage or that it will be
adequate, as discussed below, the failure of the Company to prevail in this
lawsuit could have a material adverse effect on the Company's operations,
financial condition and cash flows.

In a declaratory judgment action related to the Livingston suit brought by
insurers for the Company and several of its affiliates, which case has been
consolidated with the suit filed by Livingston, on January 14, 1999 the U. S.
District Court granted the Company's motion for summary judgment, finding that
coverage exists under certain of the Company's insurance policies for claims
asserted by Livingston and that the insurers have a duty to defend. The insurers
have filed a motion for new trial that is pending in the U. S. District Court.
There is no assurance that the motion for new trial will be denied or, if
denied, that the decision of the U. S. District Court will be affirmed on appeal
or that the insurance policies will provide sufficient coverage to indemnify the
Company fully.

A suit was filed in 1996 by the Louisiana Horsemen's Benevolent and Protective
Association ("LHBPA"), an association of horsemen organized to promote the
dissemination of information on issues critical to horsemen and the exchange of
ideas and information, against the Company, the State of Louisiana, and all
other pari-mutuel wagering facilities operating in Louisiana. The LHBPA is
seeking a larger portion of video poker proceeds on the grounds that the State
of Louisiana and the horse racing tracks in


                                      -16-

<PAGE>   18

NOTE 1 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Louisiana have misinterpreted a Louisiana statute specifying the amount of
revenues from video poker machines at pari-mutuel wagering facilities that are
to be used as purse supplements. Management believes that the Company is in
compliance with the Louisiana statute and the guidelines established by the
Louisiana State Police Gaming Division, which regulates compliance with the
State of Louisiana video poker law, and that the Company has sufficient defenses
to all claims. However, there is no assurance that the Company will successfully
defend the LHBPA's claims. Because the amount in question could be substantial,
the failure by the Company to prevail in this lawsuit could have a material
adverse effect on the Company's operations, financial condition and cash flows.

In July 1997, Evelyn Allen and other present or former security or concessions
employees of the Company filed an action in the United States District Court in
New Orleans claiming that the plaintiffs were entitled, under the Fair Labor
Standards Act, to overtime differential pay for hours worked over 40 in each
work week from July 1994 to July 1997. Two of the plaintiffs also sought to
recover damages for alleged retaliatory discharge. In December 1998, the Company
and the plaintiffs reached a settlement agreement and in May 1999 the Company
paid the plaintiffs $100,000 in full settlement of all claims for overtime pay.
The retaliatory discharge claims were tried in December 1998. At the conclusion
of evidence, the court dismissed those claims. In August 1999, the plaintiffs
were awarded attorneys fees in the amount of $65,000 which have been paid by the
Company.

Except as described above, there are no material pending legal proceedings,
other than ordinary routine litigation incidental to its business, to which the
Company is a party or of which any of its property is the subject.

NOTE 2 - ADVANCE

In January 1999, the Company received a non-interest bearing advance of
$1,000,000 from Video Services, Inc. This advance was repaid in full in six
equal monthly installments beginning in February 1999.



                                      -17-
<PAGE>   19

NOTE 3 - RECLASSIFICATION

In the three months and the nine months ended July 31, 1999, host track fee
income was reported at its contractual rate of approximately 3% of the betting
handle. In the prior comparable periods, host track fee income was shown net of
related purse expenses. The July 31, 1998 host track fees and related purse
expenses have been reclassified to conform to the current three months and nine
months presentations. This reclassification has no effect on the earnings for
the three months or nine months ended July 31, 1998.

NOTE 4 - GUARANTY FEE

In March 1999, the Company, as approved by its Board of Directors, paid to Marie
G. Krantz a guaranty fee in the amount of $988,789, which was computed on the
basis of the Company's outstanding reconstruction indebtedness during the period
set forth below, for her guaranty of, and pledge of personal assets to secure,
the Company's reconstruction debt from 1995 through completion of construction
in late 1997. Such fee is included General and Administrative Expenses -
Miscellaneous for the nine months ended July 31, 1999.

NOTE 5 - RESTATEMENT OF 1998 FINANCIAL STATEMENTS

The financial statements for the quarter ended July 31, 1999 have been restated
to correct for an error in the calculation of deferred income taxes occurring
during the fiscal year ended October 31, 1998. The Company's statement of
operations for the fiscal year ended October 31, 1998 erroneously reflected a
benefit for income taxes of $3,364,232 and net income for fiscal 1998 of
$8,973,671. The benefit for income taxes was primarily related to the insurance
and litigation recoveries arising out of a fire at the Company's race track in
1993 and the reinvestment of those recoveries in the Company's new facilities.
Had this error not occurred, net income would have been reduced by $3,016,759,
or $6.38 per share, to $5,956,912, or $12.69 per share. Stockholders' equity at
October 31, 1998 would have been $27,637,835 as compared to the previously
reported amount of $30,654,594. The Company's financial statements as of, and
for the year ended, October 31, 1998 have been restated to reflect this
adjustment. This restatement affected income taxes payable. deferred income
taxes and retained earnings at July 31, 1999 and resulted in stockholders'
equity at July 31, 1999 totaling $30,056,067 as compared to the previously
reported amount of $33,072,826. This adjustment had no effect on the Company's
Statement of Operations for the nine months ended July 31, 1999. The Company's
financial statements as of, and for the quarter ended, July 31, 1999 have been
restated to reflect the effects of this adjustment.


                                      -18-
<PAGE>   20

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

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JULY 31, 1999 AND 1998

         Revenues. During the fiscal quarters ended July 31, 1999 and 1998, the
         Company derived its pari-mutuel income from the operation of its
         tele-tracks in New Orleans at the Fair Grounds Race Course and on
         Bourbon Street, and at locations in Jefferson, Lafourche, St. Bernard
         and St. John Parishes, Louisiana. Through Finish Line Management
         Corporation, an affiliated company, the Company operated tele-track
         facilities in Terrebonne, St. Tammany and Jefferson Parishes,
         Louisiana.

         For the fiscal quarter ended July 31, 1999, the Company reported total
         pari-mutuel wagering of $25,835,364 compared to $25,026,636 in the same
         quarter in fiscal 1998.

         Comparative pari-mutuel wagering and attendance figures for the
         quarters ended July 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                           1999                     1998
                                        ----------                ----------
<S>                                     <C>                       <C>
Pari-mutuel wagering:
   Off-track handle                     25,835,364                25,026,636
                                        ----------                ----------

Total Attendance                           117,459                   113,427
                                        ==========                ==========
</TABLE>



          The Company attributes the $808,728, or 3.2%, increase in off-track
          handle primarily to increased attendance at the teletracks.

          With the increase in off-track teletrack handle, the Company's
          operating revenues in the quarter ended July 31, 1999 increased by
          $209,225, or 3.4%, from the prior comparable fiscal quarter. This
          included increases of $132,561, or 2.6%, in pari-mutuel commissions,
          $25,612, or 22%, in breakage, $10,085, or 2.5%, in video poker
          revenues, $21,042, or 6.8%, in net concession sales, and $115,503, or
          68.9%, in miscellaneous revenues. Miscellaneous revenue increased
          primarily as a result of additional promotional fee revenue received
          in the current fiscal quarter. In addition, the Company also


                                      -19-
<PAGE>   21

          reported approximately $30,000 in special event sales that did not
          occur in the prior comparable fiscal quarter.

          These increases were partially offset by decreases in concessions,
          admissions, and forms and programs revenues. Admissions are no longer
          being collected at the Company's teletrack in Lafourche Parish.
          Programs and forms sales and related costs decreased as a result of
          the continued decline of racing forms sales. Management believes
          racing form sales are being replaced by the sales of less expensive
          racing programs.

          Racing Expenses. Total racing expenses for the quarter ended July 31,
          1999 increased $368,074, or 5.8%, over the prior comparable fiscal
          quarter, partially as a result of the increased pari-mutuel
          activities. These included an increase of $106,266, or 5.8%, in
          purses. Other increases included salaries and related taxes and
          benefits, contracts and services, host track fees, advertising and
          promotions, and rent. Salaries and related taxes and benefits
          increased, in part, due to the payment of approximately $130,000 in
          back wages in connection with the previously reported settlement of
          claims for overtime pay. The increase was also due, in part, to salary
          adjustments made during the current year period. These increases were
          partially offset by decreases in utilities, repairs and maintenance,
          programs, forms and other supplies and miscellaneous expenses. Certain
          repairs and maintenance costs were higher in the prior comparable
          fiscal quarter due to costs associated with the move to, and the first
          year operations in, the new facilities. The rent increase in the
          current fiscal quarter represents a retroactive rent increase at the
          Bourbon Street teletrack.

          In the prior comparable fiscal quarter, miscellaneous expense included
          breeders' awards of approximately $130,000. The breeders' awards this
          year were approximately $122,000 and were included in the fiscal
          quarter ended April 30, 1999.


                                      -20-
<PAGE>   22

          General and Administrative Expenses. General and administrative
          expenses increased by $269,230, or 23.1%, in the current fiscal
          quarter primarily as a result of an increase in insurance, property
          taxes, contracts and services, office expenses, miscellaneous expenses
          and legal fees relating to ongoing litigation discussed elsewhere
          herein. These increases were partially offset by a decrease in
          salaries and related taxes and benefits.

          Other Income (Expense). Other income decreased in the current fiscal
          quarter by $655,481, or 72.7%, primarily as a result of a $670,168
          decrease in Jazz and Heritage Festival income. The decrease in Jazz
          and Heritage Festival income was primarily attributable to a timing
          difference, with two days of the 1999 Jazz and Heritage Festival
          falling in the third quarter of fiscal 1999 compared to four days of
          the 1998 Jazz and Heritage Festival falling in the third quarter of
          fiscal 1998.

          Extraordinary Item. During fiscal quarter ended July 31, 1998, the
          Company received settlement payments in connection with the fire
          related litigation previously reported in the aggregate amount of $2.2
          million. These proceeds were reported net of related taxes of
          approximately $748,000. No settlement proceeds were received in the
          quarter ended July 31, 1999.

          Income Taxes. For the fiscal quarter ended July 31, 1999 income tax
          benefit was $662,994 compared to an income tax benefit of $580,600 in
          the comparable quarter in fiscal 1998. The difference between periods
          reflects changes in pretax income and changes in deferred tax assets
          and liabilities between the respective periods.

          Net Income (Loss). The Company reported a loss of ($963,525) for the
          fiscal quarter ended July 31, 1999 compared to net income of
          $1,503,028 for the fiscal quarter ended July 31, 1998. Excluding the
          extraordinary item discussed above, net income in the quarter ended
          July 31, 1998 was $51,028.

COMPARISON OF THE NINE MONTHS ENDED JULY 31, 1999 AND 1998

          Revenues. During the nine months ended July 31, 1999


                                      -21-
<PAGE>   23

          and 1998, the Company derived its pari-mutuel income by conducting
          live racing 88 days during each nine month period and in the operation
          of its tele-tracks for off-track wagering. During each such period, in
          addition to live racing conducted at the Fair Grounds Race Course in
          New Orleans, the Company operated tele-tracks in New Orleans at the
          Fair Grounds Race Course and on Bourbon Street, and at locations in
          Jefferson, Lafourche, St. Bernard and St. John Parishes, Louisiana.
          Through Finish Line Management Corporation, an affiliated company, the
          Company operated tele-track facilities in Terrebonne, St. Tammany, and
          Jefferson Parishes, Louisiana.

          For the nine months ended July 31, 1999, the Company reported total
          in-state pari-mutuel wagering of $104,372,668 compared to $98,467,254
          in the same period in fiscal 1998.

          Comparative pari-mutuel wagering and attendance figures for the nine
          months ended July 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                            1999                1998
                                         ------------        ------------
<S>                                      <C>                 <C>
Pari-mutuel wagering:

   On-track handle                       $ 27,412,562        $ 25,789,351
   Off-track handle                        76,960,106          72,677,903
                                         ------------        ------------
   Total in-state wagering               $104,372,668        $ 98,467,254
                                         ============        ============

   Out-of-state simulcast handle         $321,342,925        $219,770,183
                                         ============        ============

Total On-Track Attendance                     453,925             479,044
                                         ============        ============
</TABLE>

         The Company attributes the $1,623,211, or 6.3%, increase in the
         on-track handle in the current nine month period primarily to additions
         to the amenities provided by the new racing facility and the improved
         quality of racing resulting from increased purses paid during the
         fiscal 1999 race meet.

         The Company believes that the $4,282,203, or 5.9%, increase in
         off-track handle is primarily due to the Company transmitting better
         simulcasting signals and to higher quality horses racing in the
         Company's fiscal 1999 live racing meet. The $101,572,742, or 46.2%,
         increase in out-of-state handle is believed to be the result of those
         same factors. In addition, during the


                                      -22-
<PAGE>   24

         fiscal 1999 race meet the Company's races were sometimes simulcasted to
         locations that do not generally receive simulcasts of the Company's
         races because certain other tracks were unable to race due to severe
         winter weather, thus increasing the Company's simulcasting handle.
         During the nine months ended July 31, 1999, the Company experienced
         significant handle increases from California and New York. These two
         markets accounted for approximately $46.4 million or 46% of the handle
         increase.

         With the increase in total handle, the Company's operating revenues in
         the nine months ended July 31, 1999 increased by $5,143,137, or 16.8%,
         from the prior period. This included increases of $1,418,443 or 7.3%,
         in pari-mutuel commissions, $155,937, or 36.9%, in breakage, $96,287,
         or 4.9%, in concessions, $3,026,692, or 41.5%, in host track fees,
         $46,828, or 3.7%, in video poker revenues, $13,319, or 30.8%, in
         parking revenues, and $527,624, or 1.29%, in miscellaneous revenues,
         which included approximately $150,000 of promotional fee revenues paid
         by third parties who advertise in the Company's racing program plus
         $135,000 of promotional fees paid to the Company by its video poker
         operator. In addition, also included in miscellaneous revenues is group
         sales and special events revenues held at the Company's facilities
         which are approximately $88,000 more than the prior comparable fiscal
         quarter. These increases were partially offset by a $43,940, or 6.4%,
         decrease in admissions revenues and a $85,971, or 6.7%, decrease in
         programs and forms revenue. Admissions are no longer collected at the
         Company's teletrack in Lafourche Parish. Programs and forms revenues
         have decreased as a result of a continued decline of racing form sales.
         Management believes racing form sales are being replaced by the sales
         of less expensive racing programs.

         Racing Expenses. Total racing expenses increased $3,597,534, or 13.3%,
         over the prior period, primarily as a result of the increased
         pari-mutuel activities. This increase included an increase of
         $2,198,843, or



                                      -23-
<PAGE>   25

         20.8%, in purses. Other increases included salaries and related taxes
         and benefits, contracts and services, programs, forms and other
         supplies, advertising and promotions, host track fees paid by the
         Company and miscellaneous racing expenses. These increases were
         partially offset by decreases in utilities and repairs and maintenance,
         which were higher in the prior period as a result of the move to the
         new facilities.

         General and Administrative Expenses. General and administrative
         expenses increased by $1,719,007, or 46.9%, in the current nine month
         period primarily as a result of increased salaries due to performance
         bonuses paid in the second fiscal quarter to key personnel, increased
         property taxes, and increased legal fees relating to ongoing litigation
         discussed elsewhere herein. Miscellaneous expenses increased in the
         current nine month period as a result of a payment of guaranty fee of
         $988,789 paid to Marie G. Krantz for her guaranty of, and pledge of
         personal assets to secure, the Company's reconstruction debt from 1995
         through completion in late 1997. These increases were partially offset
         by decreases in insurance costs due to lower property and general
         liability premiums, decreased contracts and services, and decreased
         office expenses.

         Other Income (Expense). Other income decreased in the nine months ended
         July 31, 1999 by $132,702, or 9%, as a result of a $142,216 decrease in
         Jazz and Heritage Festival income. The decrease in Jazz and Heritage
         Festival income was primarily attributable to a $25,000 increase of the
         festival sponsorship fee, a decrease in infield food sales compared to
         the 1998 festival, and increased cost of goods sold at the 1999
         festival.

         Extraordinary Items. During the nine months ended July 31, 1999, the
         Company received settlement payments in connection with the fire
         related litigation previously reported in the aggregate amount of $3.98
         million. These proceeds were reported net of related taxes of
         approximately $1.59 million. In the comparable prior fiscal year
         period, settlements totaled $7.7 million and were reported net of $2.85
         million of related taxes.


                                      -24-
<PAGE>   26

         Income Taxes. For the nine months ended July 31, 1999 income tax
         expense was $511,676, compared to income tax expense of $376,968 for
         the comparable nine months in fiscal 1998. The difference between
         periods reflects changes in pretax income and deferred tax assets and
         liabilities between the respective periods.

         Net Income. The Company reported net income of $2,886,812 for the nine
         months ended July 31, 1999 compared to $7,591,191 for the nine months
         ended July 31, 1998. Excluding the extraordinary items discussed above,
         net income in the current nine month period was $496,844 compared to
         $1,057,191 in the nine month period ended July 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

         General

         Cash and cash equivalents increased $84,831 during the nine months
         ended July 31, 1999, compared to a decrease of $2,546,197 during the
         nine months ended July 31, 1998. The increase in cash and cash
         equivalents in fiscal 1999 was the result of cash provided by investing
         activities of $3,534,006, partially offset by cash used in operating
         activities of $3,127,451, and cash used for financing activities of
         $321,724.

         Cash provided from investing was primarily from proceeds from fire
         litigation settlements described elsewhere herein. Cash used in
         operations was primarily due to the payment of purses during the
         Company's live racing meet. Cash used by financing was primarily the
         result of dividends paid on the Company's stock partially offset by
         short term financing proceeds.

         As of July 31, 1999, the Company had received cumulatively, since the
         December 1993 fire, approximately $48 million, before taxes, of
         insurance proceeds resulting from fire loss claims submitted to the
         Company's insurance carriers or in litigation settlements. The
         Company's new main grandstand and racing facility was substantially
         completed in November


                                      -25-
<PAGE>   27

         1997 and was opened for the start of the Company's 1997-98 live racing
         meet. The total cost of constructing and furnishing the facility,
         including the tele-track facility at the Fair Grounds Race Course that
         was completed in late 1994, through July 31, 1999 was in excess of $35
         million.

         On April 14, 1998, the Company entered into a working capital line of
         credit agreement with First National Bank of Commerce (now Bank One)
         for a term of one year. The line of credit is for $2.5 million with
         interest at 8% on amounts outstanding. The credit agreement has been
         extended beyond April 14, 1999 but a new credit agreement has not been
         entered into with Bank One. The Company has had discussions with other
         lenders about entering into a credit agreement with them. There is no
         assurance that the Company will enter into a new credit agreement with
         Bank One or any other lender. There were no amounts drawn down or
         outstanding on this line of credit during the nine months ended July
         31, 1999.

         The Company believes that the combination of existing cash, cash from
         future operations, any additional amounts received in the fire-related
         litigation, funds available under its working capital line of credit,
         and the Company's increased capacity to incur short-term and long-term
         indebtedness, if necessary, will be sufficient to fund the Company's
         cash requirements for the foreseeable future. As a result of the fire
         insurance and other litigation settlements received, the Company has a
         total net deferred tax liability of approximately $7.04 million at July
         31, 1999. The deferred tax liability is to be paid over approximately
         39 years in accordance with Internal Revenue Service regulations. The
         Company intends to fund these future tax obligations through
         operations.

         Year 2000 Compliance

         A significant part of the Company's operations are dependent on
         computer systems and applications. These systems are either owned by
         the Company or are provided under contract by third party technology or
         other service providers. If these systems are not year 2000



                                      -26-
<PAGE>   28

         compliant, the Company could experience system failures or
         miscalculations leading to disruption of business operations.

         In fiscal 1998 the Company began, and has now substantially completed,
         its assessment of its data processing functions to determine if they
         are year 2000 compliant. The Company formed a task force which has
         assisted in its assessment of year 2000 readiness. Based in part on
         that assessment, in fiscal 1998 the Company purchased and installed an
         updated version of its accounting software that its vendor states is
         year 2000 compliant and has now substantially completed the process of
         testing that compliance.

         The Company has also made inquiries to third party providers as to
         their compliance and has obtained assurances from certain vendors, as
         well as other race tracks with which the Company interfaces, as to
         their year 2000 readiness. The Company's plant and equipment, as well
         as the providers of services to the plant and equipment, have also been
         questioned to determine whether they are year 2000 ready. The services
         of those providers, including electrical and telephone services, are
         essential to the Company's ability to operate. The Company's most
         significant third party technology services provider is Autotote, which
         performs the totalisator functions for the Company. The Company's
         contract with Autotote provides that the services are to be year 2000
         compliant. The Company has been advised that the totalisator functions
         provided by Autotote are year 2000 compliant. However, if, in fact,
         Autotote is not compliant, the Company's operations could be adversely
         affected until another provider of the totalisator function can be
         found. The Company's video services are provided by a third party
         provider, which is an affiliate of Autotote, and are also important to
         the Company's operations. These services include the production of the
         telecast signal at the Fair Grounds Race Course and distribution to the
         Company's tele-tracks and to other wagering facilities within and
         outside Louisiana. The Company has worked with such provider to ensure
         that the software applications that provide the graphical enhancements



                                      -27-
<PAGE>   29

         and other distinguishing features to the telecast signals are year 2000
         compliant. The Company has been informed that most of those
         applications are year 2000 compliant and has been assured that the
         remaining applications will soon be year 2000 ready. The video poker
         devices at the Company's facilities are provided by another third party
         provider. The Company has been advised that such equipment is now year
         2000 compliant. The failure of certain third party providers to
         complete their year 2000 resolution process could materially impact the
         Company. As a result, the Company will consider developing business
         relationships with alternative providers as necessary and if available.

         To date, the Company has incurred costs of approximately $50,000,
         including the cost and time of Company employees, to address year 2000
         issues. The Company has substantially completed its assessment of its
         facility, data processing and other equipment and believes that the
         total costs associated with its efforts to prepare for year 2000 will
         not have a material adverse effect on the Company's financial condition
         or business operations. The Company expects to complete its assessment
         of year 2000 compliance by the end of September 1999 and to complete
         any necessary remediation of critical systems by October 31, 1999. The
         Company has not yet completed a contingency plan addressing failure to
         be year 2000 ready.

         Impact of Inflation

         To date, inflation has not had a material effect in the Company's
         operations.





                                      -28-
<PAGE>   30



                                     PART II

                                OTHER INFORMATION




















                                      -29-
<PAGE>   31




Item 1.          Legal Proceedings.

For a description of material developments during the quarter ended July 31,
1999 in the Company's legal proceedings see Note 1, Commitments and
Contingencies, in the Notes to Financial Statements which are set forth in Part
I of this Form 10-Q and incorporated herein by reference.

For a description of material developments during the first two quarters of
fiscal 1999 in the Company's legal proceedings, see the Company's Forms 10-Q for
the quarters ended January 31, 1999 and April 30, 1999.

Item 6.          Exhibits and Reports on Form 8-K

     Exhibit 27  Financial Data Schedule (Filed electronically only)











                                      -30-
<PAGE>   32


                                   SIGNATURES

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

                                                   FAIR GROUNDS CORPORATION
                                             -----------------------------------
                                                          (Registrant)


Date:   March 14, 2000                       By: /s/ Bryan G. Krantz
     ----------------------                      -------------------------------
                                                 President











                                      -31-