SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      FORM 10-K

          (Mark One)

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

          For the fiscal year ended:  JANUARY 3, 1999
                                      ---------------

                                          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:  333-46897-01
                                                 ------------

                         SIX FLAGS ENTERTAINMENT CORPORATION           
           ------------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

                       DELAWARE                        22-3136577
           --------------------------------  --------------------------
            (State or other jurisdiction of         (I.R.S. Employer
            incorporation or organization)        Identification No.)

              11501 NORTHEAST EXPRESSWAY
                OKLAHOMA CITY, OKLAHOMA                  73131
           --------------------------------  --------------------------
            (Address of principal executive            (Zip Code)
                       offices)

          Registrant's telephone number, including area code: (405) 475-2500    
                                                              --------------

          Securities registered pursuant to Sec. 12(b) of the Act:   None   
                                                                   ---------

          Securities registered pursuant to Sec. 12(g) of the Act:   None   
                                                                   ---------

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

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

               State the aggregate market value of the voting stock held by
          non-affiliates (assuming, solely for the purposes of this Form,
          that all the directors of the Registrant are affiliates) of the
          Registrant:

               None.  All of the capital stock of the Company is held by
          its parent, Premier Parks Inc.

               Indicate the number of shares outstanding of each of the
          Registrant's classes of common stock, as of the latest most
          practicable date:

               The number of shares of Common Stock of the Registrant
          outstanding as of March 1, 1999 was 1,000.

               The Registrant meets the conditions set forth in General
          Instruction I(1)(a) and (b) of Form 10-K and is therefore filing
          this form with reduced disclosure format.


    <PAGE>

                                        PART I


          ITEM 1.   BUSINESS

          INTRODUCTION
          ------------

               Six Flags Entertainment Corporation ("SFEC"), through its
          direct and indirect wholly-owned subsidiaries, S.F. Holdings,
          Inc. ("Holdings"), Six Flags Theme Parks Inc. ("SFTP" and,
          collectively with SFEC, Holdings and their subsidiaries, "Six
          Flags" or the "Company"), operates six regional theme parks, as
          well as three separately gated water parks and a wildlife safari
          animal park.  SFEC and Holdings are holding companies, which have
          no significant operations independent of their ownership of SFTP. 
          As the operator of a leading national system of regional theme
          parks for over thirty years, Six Flags has established a
          nationally recognized brand name and identity.  On a pro forma
          basis, assuming the Company's interests in Six Flags Over Georgia
          and Six Flags Over Texas had been transferred on January 1, 1998,
          the Company's total revenue and earnings before interest, taxes,
          depreciation and amortization ("EBITDA") for the year ended
          January 3, 1999 would have been approximately $521.1 million and
          $149.6 million, respectively. 

               Each of the parks is located in or near a major metropolitan
          area:  Six Flags Great Adventure and Six Flags Wild Safari Animal
          Park -- New York/Philadelphia; Six Flags Magic Mountain and Six
          Flags Hurricane Harbor -- Los Angeles (collectively, "Six Flags
          California"); Six Flags Great America -- Chicago/Milwaukee; Six
          Flags Hurricane Harbor -- Dallas/Fort Worth; Six Flags Houston
          and Six Flags WaterWorld -- Houston (collectively, "Six Flags
          Houston");  Six Flags St. Louis - St. Louis; and Six Flags Fiesta
          Texas - San Antonio.  Four of these parks are located in one of
          the top ten markets in the United States in terms of population. 

               On April 1, 1998, Premier Parks Inc. ("Premier") acquired
          (the "Acquisition") 100% of the equity of SFEC for a cash
          purchase price of $965 million (plus an approximate $11 million
          adjustment) from Time Warner Entertainment Company and Boston 
          Ventures.  Premier also assumed or refinanced a total of
          approximately $1,032.1 million of Company debt outstanding at that
          date.  As part of the Acquisition, the parties entered into a
          long-term licensing agreement that gives Premier and the Company
          the exclusive theme park rights in the U.S. (excluding the Las
          Vegas, Nevada Metropolitan area) and Canada of Warner Bros. and
          DC Comics animated characters.  These characters include Bugs
          Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman
          and others.(1)  As part of the Acquisition, Six Flags transferred
          to Premier all of its interest in the limited partnerships (the
          "Co-Venture Partnerships") that own Six Flags Over Texas and Six
          Flags Over Georgia (the "Co-Venture Parks") for a cash payment of
          approximately $46.0 million and the payment of $165.6 million of
          SFEC debt.

               The parks (other than the Six Flags Wild Safari Animal Park)
          are designed to provide a full day of entertainment, offering a
          broad selection of state-of-the-art thrill rides (or water rides


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

          (1) Looney Tunes, Bugs Bunny, Daffy Duck, Tweety Bird and
              Yosemite Sam are copyrights and trademarks of Warner Bros.,
              a division of Time Warner Entertainment Company, L.P.
              ("TWE").  Batman and Superman are copyrights and trademarks
              of DC Comics, a partnership between TWE and a subsidiary of
              Time Warner Inc.  Six Flags Great Adventure, Six Flags Great
              America, Six Flags and all related indicia are federally
              registered trademarks of Six Flags Theme Parks Inc., a
              subsidiary of the Company.  Fiesta Texas and all related
              indicia are trademarks of Fiesta Texas, Inc., a subsidiary
              of the Company.


                                      -1-
     <PAGE>

          and activities in the case of the three water parks), themed
          areas, concerts, shows, restaurants, theaters, game venues and
          merchandise outlets.

              The 1996 and 1997 fiscal years consisted of 52 weeks each
          and ended December 29, 1996 and December 28, 1997, respectively. 
          The 1998 fiscal year consisted of 53 weeks and ended January 3,
          1999.

          DESCRIPTION OF PARKS
          --------------------

              SIX FLAGS FIESTA TEXAS

              Six Flags Fiesta Texas, the 39th largest theme park in North
          America based on 1998 attendance, is located on approximately 206
          acres of land in San Antonio, Texas.  The San Antonio, Texas
          market provides the park with a permanent resident population of
          1.7 million people within 50 miles and 3.0 million people within
          100 miles.  The San Antonio market is the number 38 DMA in the
          United States.  Based upon in-park surveys, approximately 34.8%
          of the visitors to the park in 1998 resided within a 50-mile
          radius of the park, and 44.8% resided within a 100-mile radius. 
          Following the 1998 season, Premier purchased the 40% minority
          interest in Six Flags Fiesta Texas and title to the park for
          $45.0 million in cash.

              Six Flags Fiesta Texas' principal competitor is Sea World of
          Texas located in San Antonio.  In addition, the park competes to
          a lesser degree with Six Flags Houston, the Company's park
          located in Houston, Texas, approximately 200 miles from the park.


              SIX FLAGS GREAT ADVENTURE AND SIX FLAGS WILD SAFARI ANIMAL
              PARK

              Six Flags Great Adventure, the 11th largest theme park in
          North America, and the separately gated adjacent Six Flags Wild
          Safari Animal Park, are located in Jackson, New Jersey,
          approximately 70 miles south of New York City and 50 miles east
          of Philadelphia.  The New York and Philadelphia markets provide
          the parks with a permanent resident population of 12.4 million
          people within 50 miles and 25.9 million people within 100 miles. 
          The New York and Philadelphia markets are the number 1 and number
          4 DMAs in the United States, respectively.  Based upon in-park
          surveys, approximately 53.9% of the visitors to the parks in 1998
          resided within a 50-mile radius of the park, and 86.2% resided
          within a 100-mile radius. 

              The Company owns a site of approximately 2,200 acres, of
          which approximately 125 acres are currently used for the theme
          park operations, and approximately 350 adjacent acres are used
          for the wildlife safari park, home to 55 species of 1,200 exotic
          animals which can be seen over a four and one-half mile drive. 
          Approximately 1,640 acres remain undeveloped.  Six Flags Great
          Adventure's principal competitors are Hershey Park, located in
          Hershey, Pennsylvania, approximately 150 miles from the park; and
          Dorney Park, located in Allentown, Pennsylvania, approximately 75
          miles from the park. 

              SIX FLAGS GREAT AMERICA

              Six Flags Great America, the 19th largest theme park in
          North America, is located in Gurnee, Illinois, between Chicago,
          Illinois and Milwaukee, Wisconsin.  The Chicago and Milwaukee
          markets provide the park with a permanent resident population of
          7.8 million people within 50 miles and 12.0 million people within
          100 miles.  The Chicago and Milwaukee markets are the number 3
          and number 31 DMAs in the United States, respectively.  Based
          upon in-park surveys, approximately 66.6% of the visitors to the
          park in 1998 resided within a 50-mile radius of the park, and
          82.0% resided within a 100-mile radius.


                                      -2-
     <PAGE>

              The Company owns a site of approximately 440 acres of which
          86 are used for the theme park operations, and approximately 106
          usable acres are in a separate parcel available for expansion and
          complementary uses.  Six Flags Great America currently has no
          direct theme park competitors in the region, but does compete to
          some extent with Kings Island, located near Cincinnati, Ohio,
          approximately 350 miles from the park; Cedar Point, located in
          Sandusky, Ohio, approximately 340 miles from the park; and Six
          Flags St. Louis, the Company's park located outside St. Louis,
          Missouri, approximately 320 miles from the park.

              SIX FLAGS HOUSTON AND SIX FLAGS WATERWORLD

              Six Flags Houston, the 30th largest theme park in North
          America, and the separately gated adjacent Six Flags WaterWorld,
          are located in Houston, Texas on the grounds of an entertainment
          and sports complex that includes the Houston Astrodome.  The
          Houston, Texas market provides the parks with a permanent
          resident population of 4.3 million people within 50 miles and 5.2
          million people within 100 miles.  The Houston market is the
          number 11 DMA in the United States.  Based upon in-park surveys,
          approximately 63.6% of the visitors to the theme park in 1998
          resided within a 50-mile radius of the park, and 69.9% resided
          within a 100-mile radius. 

              The Company owns a site of approximately 90 acres used for
          the theme park, and approximately 14 acres used for the water
          park.  Six Flags Houston indirectly competes with Sea World of
          Texas and the Company's Six Flags Fiesta Texas, both located in
          San Antonio, Texas, approximately 200 miles from the park.  Six
          Flags WaterWorld competes with Splashtown and Water Works, two
          nearby water parks. 

              SIX FLAGS HURRICANE HARBOR

              Six Flags Hurricane Harbor, the 7th largest water park in
          the United States, is located in Arlington, Texas, between Dallas
          and Fort Worth, Texas.  The Dallas/Fort Worth market provides the
          park with a permanent resident population of 4.5 million people
          within 50 miles and 5.6 million people within 100 miles.  The
          Dallas/Fort Worth market is the number 8 DMA in the United
          States.

              The Company owns directly approximately 47 acres, of which
          approximately 18 acres are currently used for Hurricane Harbor
          and 31 acres remain undeveloped.  Six Flags Hurricane Harbor has
          no direct competitors in the area other than a municipal water
          park.

              SIX FLAGS MAGIC MOUNTAIN AND SIX FLAGS HURRICANE HARBOR

              Six Flags Magic Mountain, the 15th largest theme park in
          North America, and the separately gated adjacent Six Flags
          Hurricane Harbor, the 15th largest water park in the United
          States, are located in Valencia, California, in the northwest
          section of Los Angeles County.  The Los Angeles, California
          market provides the parks with a permanent resident population of
          9.8 million people within 50 miles and 15.8 million people within
          100 miles.  The Los Angeles market is the number 2 DMA in the
          United States.  Based upon in-park surveys, approximately 44.5%
          of the visitors to the theme park in 1998 resided within a
          50-mile radius of the parks, and 67.0% resided within a 100-mile
          radius. 

              The Company owns a site of approximately 260 acres with 160
          acres used for the theme park, and approximately 12 acres used
          for the pirate-themed water park.  Six Flags Magic Mountain's
          principal competitors include Disneyland in Anaheim, California,
          located approximately 60 miles from the park, Universal Studios
          Hollywood in Universal City, California, located approximately 20
          miles from the park, Knott's Berry Farm in Buena Park,
          California, located approximately 50 miles from the park, and Sea


                                      -3-
     <PAGE>

          World of California in San Diego, California, located
          approximately 150 miles from the park.  In early 1999, a new
          park, Legoland, opened approximately 120 miles from Magic
          Mountain.  Six Flags Hurricane Harbor's only direct competitor in
          the area is Raging Waters, approximately 50 miles from the water
          park. 

              SIX FLAGS ST. LOUIS

              Six Flags St. Louis, the 36th largest theme park in North
          America, is located in Eureka, Missouri, about 35 miles west of
          St. Louis, Missouri.  The St. Louis market provides the park with
          a permanent resident population of 2.6 million people within 50
          miles and 3.7 million people within 100 miles.  The St. Louis
          market is the number 21 DMA in the United States.  Based upon
          in-park surveys, approximately 55.3% of the visitors to the park
          in 1998 resided within a 50-mile radius of the park, and 65.1%
          resided within a 100-mile radius.

              The Company owns a site of approximately 497 acres used for
          the theme park operations.  Six Flags St. Louis competes with
          Kings Island and The Beach, located near Cincinnati, Ohio,
          approximately 350 miles from the park; Cedar Point, located in
          Sandusky, Ohio, approximately 515 miles from the park; Silver
          Dollar City, located in Branson, Missouri, approximately 250
          miles from the park; and Six Flags Great America, the Company's
          park located near Chicago, Illinois, approximately 320 miles from
          the park. 

          MARKETING AND PROMOTION
          -----------------------

              The Company attracts visitors through locally oriented
          multi-media marketing and promotional programs for each of its
          parks.  These programs are tailored to address the different
          characteristics of their respective markets and to maximize the
          impact of specific park attractions and product introductions. 
          All marketing and promotional programs are updated or completely
          revamped each year to address new developments.  Marketing
          programs are supervised by Premier's Senior Vice President for
          Marketing, with the assistance of senior management and in-house
          marketing staff, as well as its national advertising agency.

              The Company also develops partnership relationships with
          well-known national and regional consumer goods companies and
          retailers to supplement its advertising efforts and to provide
          attendance incentives in the form of discounts and/or premiums. 
          The Company has also arranged for popular local radio and
          television programs to be filmed or broadcast live from its
          parks. 

              Group sales and pre-sold tickets provide the Company with a
          consistent and stable base of attendance, representing over 35.2%
          of aggregate attendance in 1998 at the Company's parks.  Each
          park has a group sales and pre-sold ticket manager and a
          well-trained sales staff dedicated to selling multiple group
          sales and pre-sold ticket programs through a variety of methods,
          including direct mail, telemarketing and personal sales calls. 

              The Company has also developed effective programs for
          marketing season pass tickets.  Season pass sales establish a
          solid attendance base in advance of the season, thus reducing
          exposure to inclement weather.  Additionally, season pass holders
          often bring paying guests and generate "word-of-mouth"
          advertising for the parks.  During 1998, 22.1% of visitors to the
          Company's parks utilized season passes.

              A significant portion of the Company's attendance is
          attributable to the sale of discount admission tickets.  The
          Company offers discounts on season and multi-visit tickets,
          tickets for specific dates and tickets to affiliated groups such
          as businesses, schools and religious, fraternal and similar


                                      -4-
     <PAGE>

          organizations.  The increased in-park spending which results from
          such attendance is not offset by incremental operating expenses,
          since such expenses are relatively fixed during the operating
          season.

              The Company also implements promotional programs as a means
          of targeting specific market segments and geographic locations
          not reached through its group or retail sales efforts.  The
          promotional programs utilize coupons, sweepstakes, reward
          incentives and rebates to attract additional visitors.  These
          programs are implemented through direct mail, telemarketing,
          direct response media, sponsorship marketing and targeted
          multi-media programs.  The special promotional offers are usually
          for a limited time and offer a reduced admission price or provide
          some additional incentive to purchase a ticket, such as
          combination tickets with a complementary location. 

          LICENSES
          --------

              Pursuant to a license agreement (the "License Agreement")
          among Warner Bros., DC Comics, Premier and SFTP, Premier and its
          subsidiaries, including the Company, have the exclusive right on
          a long-term basis to use Warner Bros. and DC Comics animated
          characters in theme parks throughout the United States (other
          than the Las Vegas metropolitan area) and Canada.  In particular,
          the License Agreement entitles the Company to use, subject to
          customary approval rights of Warner Bros. and, in limited
          circumstances, approval rights of certain third parties, all
          animated and comic book characters that Warner Bros. and DC
          Comics have the right to license, including as of the date
          hereof, Batman, Superman, Bugs Bunny, Daffy Duck, Tweety Bird and
          Yosemite Sam, and includes the right to sell merchandise using
          the characters.  The license fee is fixed (without regard to the
          number of the Company's parks) until 2005, and thereafter the
          license fee will be subject to periodic scheduled increases and
          will be payable on a per-theme park basis.  In addition, the
          Company will be required to pay a royalty fee on merchandise that
          uses the licensed characters manufactured by or for the Company
          where a fee has not been paid by the manufacturer.  Warner Bros.
          has the right to terminate the License Agreement under certain
          circumstances, including if any persons involved in the movie or
          television industries obtain control of the Company and upon a
          default by Premier under an indemnity agreement in favor of Time
          Warner Inc. ("Time Warner") executed in connection with the
          Acquisition.

          PARK OPERATIONS
          ---------------

              The Company currently operates in geographically diverse
          markets in the United States.  Each of the Company's parks is
          operated to the extent practicable as a separate operating
          division of the Company in order to maximize local marketing
          opportunities and to provide flexibility in meeting local needs. 
          Each park is managed by a general manager who reports to one of
          Premier's Executive Vice Presidents (each of whom reports to the
          Chief Operating Officer) and is responsible for all operations
          and management of the individual park.  Local advertising, ticket
          sales, community relations and hiring and training of personnel
          are the responsibility of individual park management in
          coordination with corporate support teams.

              Each of the Company's theme parks is managed by a full-time,
          on-site management team under the direction of the general
          manager.  Each such management team includes senior personnel
          responsible for operations and maintenance, marketing and
          promotion, human resources and merchandising.  Park management
          compensation structures are designed to provide incentives
          (including stock options and cash bonuses) for individual park
          managers to execute the Company's strategy and to maximize
          revenues and operating cash flow at each park. 

               The Company's parks are generally open daily from Memorial
          Day through Labor Day.  In addition, most of the Company's parks
          are open during weekends prior to and following their daily


                                      -5-
     <PAGE>

          seasons, primarily as a site for theme events (such as
          Hallowscream and Oktoberfest).  Certain of the parks have longer
          operating seasons.  Typically, the parks charge a basic daily
          admission price, which allows unlimited use of all rides and
          attractions, although in certain cases special rides and
          attractions require the payment of an additional fee. 

          CAPITAL IMPROVEMENTS
          --------------------

              The Company regularly makes capital investments in the
          development and implementation of new rides and attractions at
          its parks.  The Company purchases both new and used rides.  In
          addition, the Company rotates rides among its parks to provide
          fresh attractions.  The Company believes that the introduction of
          new rides is an important factor in promoting each of the parks
          in order to achieve market penetration and encourage longer
          visits, which lead to increased attendance and in-park spending. 
          In addition, the Company generally adds theming to acquired parks
          and enhances the theming and landscaping of its existing parks in
          order to provide a complete family oriented entertainment
          experience.  Capital expenditures are planned on a seasonal basis
          with most expenditures made during the off-season.  Expenditures
          for materials and services associated with maintaining assets,
          such as painting and inspecting rides are expensed as incurred
          and therefore are not included in capital expenditures.

              The Company's level of capital expenditures are directly
          related to the optimum mix of rides and attractions given park
          attendance and market penetration.  These targeted expenditures
          are intended to drive significant attendance growth at the parks
          and to provide an appropriate complement of entertainment value,
          depending on the size of a particular market.  As an individual
          park begins to reach an appropriate attendance penetration for
          its market, management generally plans a new ride or attraction
          every two to four years in order to enhance the park's
          entertainment product.

              The Company believes that there are ample sources for rides
          and other attractions, and the Company is not dependent on any
          single source.  Certain of these manufacturers are located
          outside the United States. 

          MAINTENANCE AND INSPECTION
          --------------------------

              The Company's rides are inspected daily by maintenance
          personnel during the operating season.  These inspections include
          safety checks as well as regular maintenance and are made through
          both visual inspection of the ride and test operation.  Senior
          management of Premier and the individual parks evaluate the risk
          aspects of each park's operation.  Potential risks to employees
          and staff as well as to the public are evaluated.  Contingency
          plans for potential emergency situations have been developed for
          each facility.  During the off-season, maintenance personnel
          examine the rides and repair, refurbish and rebuild them where
          necessary.  This process includes x-raying and magnafluxing (a
          further examination for minute cracks and defects) steel portions
          of certain rides at high-stress points.

              In addition to the Company's maintenance and inspection
          procedures, the Company's liability insurance carrier performs a
          periodic inspection of each park and all attractions and related
          maintenance procedures.  The result of insurance inspections are
          written evaluation and inspection reports, as well as written
          suggestions on various aspects of park operations.  State
          inspectors also conduct annual ride inspections before the
          beginning of each season.  Other portions of each park are also
          subject to inspections by local fire marshals and health and
          building department officials.  Furthermore, the Company uses
          Ellis & Associates as water safety consultants at its parks in
          order to train life guards and audit safety procedures.


                                      -6-
     <PAGE>

          INSURANCE
          ---------

              The Company maintains insurance of the type and in amounts
          that it believes are commercially reasonable and that are
          available to businesses in its industry.  The Company maintains
          multi-layered general liability policies that provide for excess
          liability coverage of up to $100.0 million per occurrence.  With
          respect to liability claims arising out of occurrences on and
          after July 1, 1998, there is no self-insured retention by the
          Company.  However, with respect to claims arising out of
          occurrences prior to July 1, 1998, the self-insured portion is
          the first $2.0 million of loss per occurrence.  The Company also
          maintains fire and extended coverage, workers' compensation,
          business interruption and other forms of insurance typical to
          businesses in its industry.  The fire and extended coverage
          policies insure the Company's real and personal properties (other
          than land) against physical damage resulting from a variety of
          hazards.

          COMPETITION
          -----------

              The Company's parks compete directly with other theme parks,
          water and amusement parks and indirectly with all other types of
          recreational facilities and forms of entertainment within their
          market areas, including movies, sports attractions and vacation
          travel.  Accordingly, the Company's business is and will continue
          to be subject to factors affecting the recreation and leisure
          time industries generally, such as general economic conditions
          and changes in discretionary consumer spending habits.  Within
          each park's regional market area, the principal factors affecting
          competition include location, price, the uniqueness and perceived
          quality of the rides and attractions in a particular park, the
          atmosphere and cleanliness of a park and the quality of its food
          and entertainment.  The Company believes its parks feature a
          sufficient variety of rides and attractions, restaurants,
          merchandise outlets and family orientation to enable it to
          compete effectively. 

          SEASONALITY
          -----------

              The operations of the Company are highly seasonal, with more
          than 85% of park attendance in 1998 occurring in the second and
          third calendar quarters and the most active period falling
          between Memorial Day and Labor Day.  The great majority of the
          Company's revenues are collected in the second and third quarters
          of each year.

          ENVIRONMENTAL AND OTHER REGULATION
          ----------------------------------

              The Company's operations are subject to increasingly
          stringent federal, state and local environmental laws and
          regulations including laws and regulations governing water
          discharges, air emissions, soil and groundwater contamination,
          the maintenance of underground storage tanks and the disposal of
          waste and hazardous materials.  In addition, its operations are
          subject to other local, state and federal governmental
          regulations including, without limitation, labor, health, safety,
          zoning and land use and minimum wage regulations applicable to
          theme park operations, and local and state regulations applicable
          to restaurant operations at the park.  The Company believes that
          it is in substantial compliance with applicable environmental and
          other laws and regulations and, although no assurance can be
          given, it does not foresee the need for any significant
          expenditures in this area in the near future. 

              In addition, portions of the undeveloped areas at some of
          its parks are classified as wetlands.  Accordingly, the Company
          may need to obtain governmental permits and other approvals prior
          to conducting development activities that affect these areas, and
          future development may be limited in some or all of these areas.


                                      -7-
     <PAGE>

          EMPLOYEES
          ---------

              At March 1, 1999, the Company employed approximately 908
          full-time employees, and the Company employed approximately
          18,000 seasonal employees during the 1998 operating season.  In
          this regard, the Company competes with other local employers for
          qualified student and other candidates on a season-by-season
          basis.  As part of the seasonal employment program, the Company
          employs a significant number of teenagers, which subjects the
          Company to child labor laws.

              Approximately 19% of the Company's full-time and
          approximately 12% of its seasonal employees are subject to labor
          agreements with local chapters of national unions.  These labor
          agreements expire in December 1999 (Six Flags Great Adventure)
          and January 2000 (Six Flags St. Louis).

              The Company has not experienced any strikes or work
          stoppages by its employees, and the Company considers its
          employee relations to be good.


          ITEM 2.   PROPERTIES

              Set forth below is a brief description of the Company's real
          estate at March 1, 1999:

              Six Flags Fiesta Texas, San Antonio, Texas -- 206 acres (fee
                  ownership)
              Six Flags Great Adventure & Wild Safari Animal Park,
                  Jackson, New Jersey -- 2,200 acres (fee ownership)(2)
              Six Flags Great America, Gurnee, Illinois -- 440 acres (fee
                  ownership)(2)
              Six Flags Houston, Houston, Texas -- 90 acres (fee
                  ownership)(2)
              Six Flags Hurricane Harbor, Arlington, Texas -- 47 acres
                  (fee ownership)(2)
              Six Flags Hurricane Harbor, Valencia, California -- 12 acres
                  (fee ownership)(2)
              Six Flags Magic Mountain, Valencia, California -- 248 acres
                  (fee ownership)(2)
              Six Flags St. Louis, Eureka, Missouri -- 497 acres (fee
                  ownership)(2)
              Six Flags WaterWorld, Houston, Texas -- 14 acres (fee
                  ownership)(2)


             In addition, the Company leases certain office space and also
          certain of the rides and attractions at its parks.  See Note 14
          to Notes to Consolidated Financial Statements. 

             The Company considers its properties to be well-maintained, in
          good condition and adequate for their present uses and business
          requirements.


          ITEM 3.   LEGAL PROCEEDINGS

             The nature of the industry in which the Company operates tends
          to expose it to claims by visitors for injuries.  Historically,
          the great majority of these claims have been minor.  While the
          Company believes that it is adequately insured against the claims
          currently pending against it and any potential liability, if the
          number of such events resulting in liability significantly
          increased, or if the Company becomes subject to damages that
          cannot by law be insured against, such as punitive damages, there
          may be a material adverse effect on its operations.


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

          (2) The Company has granted to its lenders under the Six Flags
              credit agreement a mortgage on this property.


                                      -8-
     <PAGE>

             In December 1998, a final judgment of $197.3 million in
          compensatory damages was entered against SFEC, SFTP, Six Flags
          Over Georgia, Inc. and TWE, and a final judgment of $245.0
          million in punitive damages was entered against TWE and of $12.0
          million in punitive damages was entered against the referenced
          Six Flags entities.  TWE has indicated that it intends to appeal
          the judgments.  The judgments arose out of a case entitled Six
          Flags Over Georgia, LLC et al. v. Time Warner Entertainment
          Company, L.P. et al. based on certain disputed partnership
          affairs prior to the Six Flags Acquisition at Six Flags Over
          Georgia, including alleged breaches of fiduciary duty.

             The sellers in the Six Flags Acquisition, including Time
          Warner, have agreed to indemnify Premier and the Company from any
          and all liabilities arising out of this litigation.


                                      -9-
     <PAGE>

                                       PART II


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

               All of the Company's Common Stock is owned by Premier, and
          during the three years ended January 3, 1999, there has been no
          public market for the Common Stock.

               The Company paid no cash dividends during the three years
          ended January 3, 1999.  The indenture relating to the Company's
          8 % Senior Notes Due 2006 (the "SFEC Senior Notes") limit the
          payment of cash dividends to common stockholders.  See Note 8 to
          Notes to Consolidated Financial Statements.


                                      -10-
     <PAGE>

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


          GENERAL
          -------

               The Company's revenues are derived principally from the sale
          of tickets for entrance to its parks, parking and corporate
          sponsorships (approximately 52.1%, 60.3% and 59.6% in the years
          ended January 3, 1999 (fiscal 1998), December 28, 1997 (fiscal
          1997) and December 29, 1996 (fiscal 1996), respectively) and the
          sale of food, merchandise, gasoline, games and attractions inside
          its parks, as well as sponsorship and other income (approximately
          47.9%, 39.7% and 40.4% in the fiscal years 1998, 1997 and 1996,
          respectively).  The fiscal year 1998 revenue percentage for
          entrance, parking and corporate sponsorships includes entrance
          revenues only.  The Company's principal costs of operations
          include salaries and wages, fringe benefits, advertising, outside
          services, maintenance, utilities and insurance.  The Company's
          expenses are relatively fixed.  Costs for full-time employees,
          maintenance, utilities, advertising and insurance do not vary
          significantly with attendance, thereby providing the Company with
          a significant degree of operating leverage as attendance
          increases and fixed costs per visitor decrease.

               Prior to the Acquisition, the Company, through two
          subsidiaries, was the general partner in the Co-Venture
          Partnerships.  For the 1997 and 1997 periods, the Company
          accounted for the Co-Venture Parks as co-ventures, i.e., their
          revenues and expenses (excluding partnership depreciation) were
          included in the Company's consolidated statements of operations
          and the net amounts distributed to the limited partners were
          deducted as expenses.  Except for the limited partnership units
          in the Georgia park owned by the Company prior to the
          Acquisition, the Company had no rights or title to the Co-Venture
          Parks' assets or to the proceeds from any sale of the Co-Venture
          Parks' assets or liabilities during the periods presented. 
          Accordingly, the Company's 1997 consolidated balance sheet
          did not include any of the Co-Venture Parks' assets.  The
          investment in the Co-Venture Parks included in the Company's
          1997 consolidated balance sheet represented (i) the
          Company's interest in the estimated future cash flows from the
          operations of the Co-Venture Parks, which was amortized over the
          life of the partnership agreements, and (ii) the value of Limited
          Partnership units purchased pursuant to the tender offer relating
          to the Georgia park.  The Co-Venture Parks contributed revenues
          of $7.2 million, $176.8 million and $152.0 million to the Company
          in the fiscal years 1998 (through April 1, 1998, the date of
          Premier's acquisition of SFEC), 1997 and 1996, respectively.

               In connection with the Acquisition, Six Flags transferred
          its interests in the Co-Venture Parks to Premier.  Accordingly,
          cash flows from these parks are not available to service the debt
          of Six Flags (including the SFEC Senior Notes and the Six Flags
          Credit Facility) and the Company has no interest in the revenues
          or cash flows of the Co-Venture Parks.  The discussion below
          excludes the results of the Co-Venture Parks which were
          transferred to Premier as part of the Acquisition.

               Due to the change of control resulting from the Acquisition,
          the Company recognized $46.1 million of substantial noncash 
          compensation expense in fiscal 1998 immediately prior to Premier's
          purchase of the Company by virtue of the vesting of certain restricted
          stock and stock options.  Such expense is non-recurring and was 
          included in SFEC's Pre-Acquisition results (prior to Premier's 
          purchase).


                                      -11-
     <PAGE>

                                          YEAR ENDED JANUARY 3, 1999
                                    -------------------------------------
                                      POST-ACQUISITION   PRE-ACQUISITION
                                       278-DAY PERIOD     93-DAY PERIOD
                                           ENDED              ENDED
                                     JANUARY 3, 1999(1) MARCH 31, 1998(2)
                                     ------------------ -----------------

          Revenues:

             Theme park admissions        $256,316           $ 15,047

             Theme park food,
              merchandise and other        241,412              8,356
                                           -------            -------

             Total revenue  . . . .        497,728             23,403
                                           -------            -------

           Operating costs and
             expense:

             Operating expenses   .        172,750             56,307

             Selling, general and
              administrative  . . .         61,471             54,711

             Costs of products sold         69,643              2,757

             Depreciation and
              amortization  . . . .         71,896             17,629

             Total operating costs
              and expenses  . . . .        375,760            131,404
                                           -------            -------


             Income (loss) from
              operations  . . . . .        121,968           (108,001)
                                           -------            -------


           Other income (expense):

             Interest expense, net         (58,658)           (22,508)

             Equity in operations
              of theme park
              partnerships  . . . .            --             (13,152)

             Minority interest in
              (earnings) loss . . .             36                --

             Other expense  . . . .           (151)               --
                                           --------           -------
             Total other income
              (expense)   . . . . .        (58,773)           (35,660)
                                           --------           -------

             Income (loss) before
              taxes   . . . . . . .         63,195           (143,661)

           Income tax benefit
             (expense)  . . . . . .        (34,513)               --
                                          --------          ---------

             Net income (loss)  . .       $ 28,682          $(143,661)
                                          ========          =========

           EBITDA . . . . . . . . .       $193,864          $ (90,372)
                                          --------          ---------



                                         YEAR ENDED JANUARY 3, 1999
                                  ----------------------------------------
                                    CO-VENTURE      PRO FORMA     COMPANY
                                  ADJUSTMENTS(3)  ADJUSTMENTS(4) PRO FORMA
                                  --------------  -------------- ---------

             Theme park
              admissions  . . . .     $   --          $   --      $271,363

             Theme park food,
              merchandise and
              other   . . . . . .         --              --       249,768
                                       --------       ---------   --------

             Total revenue  . . .         --              --       521,131
                                       --------       ---------   --------  

           Operating costs and
            expense:

             Operating expenses .         --          (10,628)     218,429

             Selling, general and
              administrative  . .         --          (35,433)      80,749

             Costs of products
              sold  . . . . . . .         --              --        72,400

             Depreciation and
              amortization  . . .         --              --        89,525

             Total operating
              costs and expenses.         --          (46,061)     461,103
                                       --------       --------    --------


            Income (loss) from
             operations . . . . .         --           46,061       60,028
                                       --------      --------     --------

           Other income (expense):

             Interest expense,
              net   . . . . . . .         --              --       (81,166)

             Equity in operations
              of theme park
              partnerships  . . .      13,152             --           --

             Minority interest in
              (earnings) loss . .         --              --            36

             Other expense  . . .         --              --          (151)
                                      -------         -------       -------

             Total other income
              (expense)   . . . .      13,152             --       (81,281)
                                      -------         -------       -------

             Income (loss) before
              taxes   . . . . . .      13,152          46,061      (21,253)

           Income tax benefit
            (expense) . . . . . .      (4,998)         33,613       (5,898)
                                     ---------       --------      --------

             Net income (loss)  .    $  8,154        $ 79,674     $(27,151)
                                     =========       ========     =========
   
           EBITDA . . . . . . . .    $    --         $ 46,061     $149,553
                                     =========       ========     =========


                                        YEAR ENDED DECEMBER 28, 1997
                                     ----------------------------------
                                      PRE-ACQUISITION
                                         YEAR ENDED        CO-VENTURE
                                     DECEMBER 28, 1997   ADJUSTMENTS(5)
                                     -----------------   --------------

             Theme park admissions       $368,139           $(93,946)

             Theme park food,
              merchandise and other       340,527            (82,848)
                                         --------           --------

             Total revenue  . . . .       708,666           (176,794)
                                         --------           --------

           Operating costs and
            expense:

             Operating expenses   .       330,033           (100,445)

             Selling, general and
              administrative  . . .       113,326            (17,474)

             Costs of products sold       101,239            (24,137)

             Depreciation and
              amortization  . . . .        84,493            (12,107)

             Total operating costs
              and expenses  . . . .       629,091           (154,163)
                                          -------            -------

             Income (loss) from
              operations  . . . . .        79,575            (22,631)
                                          -------            -------


           Other income (expense):

             Interest expense, net        (84,430)             1,574

             Equity in operations
              of theme park
              partnerships  . . . .           --                 -- 

             Minority interest in
              (earnings) loss . . .         1,147                --

             Other expense  . . . .           --                 --
                                          -------            -------

             Total other income
              (expense)   . . . . .       (83,283)             1,574
                                          --------           -------

             Income (loss) before
              taxes   . . . . . . .      $ (3,708)          $(21,057)

           Income tax benefit
            (expense) . . . . . . .           --                 --
                                         --------           --------
 
             Net income (loss)  . .      $ (3,708)          $(21,057)
                                         ========           ========


           EBITDA . . . . . . . . .      $164,068           $(34,738)
                                         ========           ========




                                       YEAR ENDED DECEMBER 28, 1997
                                       -----------------------------
                                         PRO FORMA          COMPANY
                                       ADJUSTMENTS(6)      PRO FORMA
                                       --------------      ---------

             Theme park admissions       $ --              $274,193

             Theme park food,
              merchandise and other        --              257,679
                                         --------          -------

             Total revenue  . . . .        --              531,872
                                         --------          -------


           Operating costs and
            expense:

             Operating expenses   .      7,333             236,921

             Selling, general and
              administrative  . . .        --               95,852

             Costs of products sold        --               77,102

             Depreciation and
              amortization  . . . .        --               72,386

             Total operating costs
              and expenses  . . . .      7,333             482,261
                                       -------             -------


             Income (loss) from                                   
              operations  . . . . .     (7,333)             49,611
                                       -------             -------


           Other income (expense):

             Interest expense, net         --              (82,856)

             Equity in operations
              of theme park
              partnerships  . . . .        --                  --

             Minority interest in
              (earnings) loss . . .        --                1,147

             Other expense  . . . .        --                  --
                                       -------             --------

             Total other income
              (expense)   . . . . .        --              (81,709)
                                       -------             --------


             Income (loss) before
              taxes   . . . . . . .     (7,333)            (32,098)

           Income tax benefit
             (expense). . . . . . .        --                  -- 
                                       -------             -------

             Net income (loss)  . .    $(7,333)           $(32,098)
                                       ========           ========

           EBITDA . . . . . . . . .    $(7,333)           $121,997
                                       ========           ========


          (1)  Represents results from and after April 1, 1998, and does
               not include results of the Co-Venture Parks.

          (2)  Represents actual results for the period prior to the
               Acquisition (the "1998 Pre-Acquisition Period").

          (3)  Adjustments eliminate the results of the Co-Venture Parks in
               the 1998 Pre-Acquisition Period.

          (4)  Adjustments eliminate the compensation expense arising
               by virtue of the vesting of certain restricted stock
               and stock options resulting from the Acquisition 
               (expense was included in the 1998 Pre-Acquisition Period). 
               Excludes additional depreciation and amortization and interest 
               expense resulting from the Acquisition.

          (5)  Adjustments eliminate the results of the Co-Venture Parks in
               the 1997 period.

          (6)  Adjustment reverses the amount by which expenses were
               reduced in 1997 as a result of the elimination of certain
               accruals established in years prior to 1997.


                                      -12-
     <PAGE>

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

               YEARS ENDED JANUARY 3, 1999 AND DECEMBER 28, 1997

               Revenues.  Adjusted revenues aggregated $521.1 million for
          fiscal 1998 compared to $708.7 million (actual) and
          $531.9 million (adjusted) for fiscal 1997.  The 2.0% decrease in
          adjusted revenues compared to 1997 adjusted revenues resulted
          from an approximate 5.6% decline in attendance during the 1998
          season, which was partially offset by higher spending per guest
          in fiscal 1998.

               Operating, Selling, General and Administrative.  Adjusted
          operating expenses for fiscal 1998 declined $111.6 million and
          $18.5 million, respectively, compared to the actual and adjusted
          amounts for fiscal 1997.  The 7.8% decline compared to adjusted
          operating expenses for 1997 resulted from lower compensation,
          outside services and repair and maintenance expenses resulting
          from improved operating efficiencies achieved during fiscal 1998. 
          Adjusted selling, general and administrative expenses for fiscal
          1998 declined $32.6 million and $15.1 million, respectively,
          compared to the actual and adjusted levels for fiscal 1997.  The
          15.8% decline compared to the adjusted selling, general and
          administrative expenses in fiscal 1998 resulted primarily from
          reduced corporate-level expenditures, including reduced staffing,
          and, to a lesser extent, lower advertising expense.

               Costs of Products Sold.  Adjusted costs of products sold in
          fiscal 1998 declined $28.8 million and $4.7 million,
          respectively, compared to the actual and adjusted amounts for
          fiscal 1997.  The 6.1% decrease compared to the adjusted amounts
          for fiscal 1998 resulted from lower sales volume from the decline
          in attendence, as well as increased efficiencies.

               Depreciation, Amortization and Interest Expense.  Adjusted
          depreciation and amortization expense for fiscal 1998 increased
          $5.0 million and $17.1 million, respectively, compared to the
          actual and the adjusted amounts for fiscal 1997.  The increase in
          depreciation and amortization expense resulted from the increase
          in the carrying value of property and equipment and intangible
          assets resulting from the purchase accounting used in conjunction
          with the Acquisition.  Interest expense, net for fiscal 1998
          decreased $1.7 million compared to the adjusted amount for fiscal
          1997.  This decrease is primarily due to the lower effective
          interest rate associated with the Company's debt subsequent to
          the Acquisition. 

               Income Taxes.  Adjusted income tax benefit was $6.9 million
          for fiscal 1998 as compared to no tax expense (actual and
          adjusted) for fiscal 1997. 

               At January 3, 1999, the Company reported that it had
          carryforwards of approximately $236.0 million of net operating
          losses ("NOLs") for regular Federal income tax purposes.  The
          NOLs are subject to review and potential disallowance by the
          Internal Revenue Service upon audit of the Federal income tax
          returns of the Company and its subsidiaries.  In addition, the
          use of such NOLs is, and, as a result of the Acquisition, the use
          of all of such NOLs will become, subject to limitations on the
          amount of taxable income that can be offset with such NOLs. 
          Accordingly, no assurance can be given as to the timing or amount
          of the availability of such NOLs to the Company and its
          subsidiaries. See Note 9 to Notes to Consolidated Financial
          Statements

               YEARS ENDED DECEMBER 28, 1997 AND DECEMBER 29, 1996

               Revenues.  Revenues aggregated $708.7 million in fiscal
          1997, compared to $680.9 million in fiscal 1996.  The 4.1%
          increase in revenues is attributable to higher spending per
          guest, partially offset by decreased attendance.  The average
          ticket spending per guest increased 8.1% as a result of selected
          price increases and reductions in ticket discounts.  Average
          in-park spending per guest increased 4.4% primarily from gains in


                                      -13-
     <PAGE>

          food service, stemming from improved processes, quality and
          service and increases in games, attractions and parking spending. 
          Attendance declined by 2.5% primarily due to the postponement of
          the linear induction motor ("LIM") coasters at three of the
          Company's parks, poor early-season weather and increased
          competition in the San Antonio market.  The declines were offset,
          in part, by a substantial increase in attendance in 1997 at the
          Georgia park after a low attendance level at that park in 1996
          due largely to the effects of the Atlanta Olympics during that
          summer.  All three LIM's were operational during the 1998 season.

               Operating, General and Administrative.  Operating, general
          and administrative expenses were $443.4 million in fiscal 1997,
          compared to $419.8 million in fiscal 1996.  As a percentage of
          revenues, these expenses constituted 62.6% for 1997 and 61.6% for
          1996.  The increase over 1996 expenses related primarily to
          increased distributions to the limited partners of the Georgia
          park along with higher compensation and maintenance expenses,
          which were partially offset by reduced advertising costs and the
          reversal of expense accruals of approximately $7.3 million during
          1997 that were no longer deemed necessary.  Limited partner
          distributions increased as a result of the new arrangements
          entered into in March 1997 with respect to the Georgia Co-Venture
          Partnership.  The higher compensation costs resulted from higher
          average seasonal wage rates, additional operating hours in 1997,
          and a return to full staffing at the Georgia park after reduced
          requirements in 1996.  Higher maintenance costs were incurred to
          repair major rides and facilities to enhance park operations. 
          Advertising costs were down due to lower spending by the Georgia
          park, which incurred much higher advertising expense levels in
          1996 as a result of the Olympics.  Additionally, the postponed
          opening of the LIM coasters resulted in reduced advertising costs
          at three of the Company's parks.

               Costs of Products Sold.  Costs of products sold were $101.2
          million for fiscal 1997 compared to $106.0 million for fiscal
          1996.  Costs of products sold as a percentage of theme park food,
          merchandise and other decreased from 31.9% in 1996 to 29.7% in
          1997.  The $4.7 million or 4.5% decrease from 1996 resulted
          primarily from centralized procurement of key food items and a
          shift in sales to higher margin food products sold. 

               Depreciation, Amortization and Interest Expense. 
          Depreciation and amortization expense was $84.5 million for
          fiscal 1997, compared to $87.4 million in fiscal 1996.  The
          decrease resulted from lower amortization of the investment in
          the Co-Venture Parks related to the Georgia Co-Venture Park as a
          result of the amendments in 1997 to the structure of the Georgia
          Co-Venture Partnership.  Interest expense, net, increased $7.9
          million in 1997, as compared to 1996, primarily due to the
          increased average borrowings in 1997 and higher interest expense
          incurred by the Co-Venture Parks, partially offset by a decrease
          in average borrowing rates. 

               Income Taxes.  The relationship between income (loss)
          before taxes and income tax expense is principally affected by
          the amortization of the excess of costs over net assets acquired,
          which is non-deductible for income tax purposes.  The income tax
          expense recorded for fiscal 1996 principally represented a
          valuation allowance on the Company's deferred tax assets. 

          LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES
          --------------------------------------------

               At January 3, 1999, the Company's indebtedness (including
          $182.9 million carrying value of SFEC's Zero Coupon Senior Notes
          (the "Old SFEC Notes"), which will be repaid on or prior to
          December 15, 1999 in full from the proceeds of the SFEC Senior
          Notes issued in connection with the Acquisition, together with
          other funds, all of which have been deposited in escrow (and
          invested in restricted-use investment securities) and including
          $36.2 million fair market value adjustment to the Senior
          Subordinated Notes of SFTP arising as a result of Premier's


                                      -14-
     <PAGE>

          acquisition of SFEC) aggregated $1,083.9 million ($901.9 million
          excluding the Old SFEC Notes), of which approximately $1.0
          million (excluding the Old SFEC Notes) matures prior to December
          31, 1999.  Based on interest rates at January 3, 1999 for
          floating rate debt, annual interest payments for 1999 on this
          indebtedness will total approximately $77.5 million.  See Note 8
          to Notes to Consolidated Financial Statements for additional
          information regarding the Company's indebtedness.

               During the period from April 1, 1998 to January 3, 1999, 
          net cash provided by operating activities was $87.7 million. 
          Net cash used in investing activities in 1998 totaled $69.5 
          million, consisting primarily of capital expenditures and the 
          purchase of restricted use investments, offset by proceeds from 
          the sale of the Company's interests in the Co-Venture Parks to 
          Premier.  Net cash provided by financing activities in 1998 was 
          $9.2 million, representing proceeds of borrowings under the Six 
          Flags credit facilities, capital contributions received from 
          Premier and proceeds of the public offering of the SFEC Senior 
          Notes issued in connection with the Acquisition and described in 
          Note 8 to Notes to Consolidated Financial Statements, offset in part 
          by debt payments and the payment of certain debt issuance costs. 

               As more fully described in Note 6 to Notes to Consolidated
          Financial Statements, in connection with the Acquisition, the
          Company guaranteed certain obligations relating to the Co-Venture
          Parks.  Among such obligations are (i) minimum distributions of
          approximately $47.3 million in 1999 to partners in the Co-Venture
          Parks (approximately $14.1 million of which will be distributed
          to Premier in respect of its present ownership interest in the
          limited partners), (ii) up to approximately $43.75 million of
          minimum limited partnership unit purchase obligations for 1999
          with respect to both parks and (iii) minimum capital expenditures
          for that year at both parks of approximately $14.6 million.  Cash
          flows from operations at the Co-Venture Parks will be used to
          satisfy these requirements, before any funds are required from
          the Company.  

               The degree to which the Company is leveraged could
          adversely affect its liquidity.  The Company's liquidity could
          also be adversely affected by unfavorable weather, accidents or
          the occurrence of an event or condition, including negative
          publicity or significant local competitive events, that
          significantly reduces paid attendance and, therefore, revenue at
          any of its theme parks. 

               On October 30, 1998, the Company purchased the 40%
          remaining minority interest in Six Flags Fiesta Texas and title
          to the park for approximately $45.0 million in cash.

               The Company believes that, based on historical and
          anticipated operating results, cash flows from operations,
          available cash and available amounts under the Premier and Six
          Flags Credit Facilities will be adequate to meet the Company's
          future liquidity needs, including anticipated requirements for
          working capital, capital expenditures and scheduled debt for at
          least the next several years.  The Company may, however, need to
          refinance all or a portion of its existing debt on or prior to
          maturity or to seek additional financing. 

          MARKET RISKS AND SENSITIVITY ANALYSES
          -------------------------------------

               Six Flags is exposed to market risks relating to
          fluctuations in interest rates.  The objective of financial risk
          management at Six Flags is to minimize the negative impact of
          interest rate fluctuations on the Company's earnings, cash flows
          and equity.  Six Flags does not acquire market risk sensitive
          instruments for trading purposes. 

               The following analysis present the sensitivity of the
          market value, earnings and cash flows of Six Flags' financial
          instruments to hypothetical changes in interest rates as if these
          changes occurred at January 3, 1999.  The range of changes chosen
          for this analysis reflect the Company's view of changes which are


                                      -15-
     <PAGE>

          reasonably possible over a one-year period.  Market values are
          the present values of projected future cash flows based on the
          interest rate assumptions.  These forward looking disclosures 
          are selective in nature and only address the potential impacts 
          from financial instruments.  They do not include other potential
          effects which could impact the Company's business as a result of 
          these changes in interest rates. 

               INTEREST RATE AND DEBT SENSITIVITY ANALYSIS

               At January 3, 1999, Six Flags had debt (excluding the Old
          SFEC Notes) totaling $901.0 million, of which $491.2 million
          represents fixed-rate debt and $409.8 million represents
          floating-rate debt.  For fixed-rate debt, interest rate changes
          affect the fair market value but do not impact book value
          earnings or cash flows.  Conversely, for floating-rate debt,
          interest rate changes generally do not affect the fair market
          value but do impact future earnings and cash flows, assuming
          other factors remain constant.

               Assuming other variables remain constant (such as debt
          levels), the cash flows impact resulting from a one percentage
          point increase in interest rates would be approximately $4.1
          million.

          IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED
          --------------------------------------------------------------

               In June, 1998, the Financial Accounting Standards Board
          issued Statement of Financial Accounting Standards No. 133,
          "Accounting for Derivative Instruments and Hedging Activities." 
          SFAS No. 133 establishes accounting and reporting standards for
          derivative instruments, including certain derivative instruments
          embedded in other contracts, and for hedging activities.  It
          requires an entity to recognize all derivatives as either assets
          or liabilities in the statement of financial position and measure
          those instruments at fair value.  If certain conditions are met,
          a derivative may be specifically designated as a hedge.  The
          accounting for changes in the fair value of a derivative (that is
          gains and losses) depends on the intended use of the derivative
          and the resulting designation.  SFAS No. 133 is effective for all
          fiscal quarters of fiscal years beginning after June 15, 1999. 
          It is expected that the Company will adopt the provision of SFAS
          No. 133 as of January 1, 2000.  If the provisions of SFAS No. 133
          were to be applied as of January 3, 1999, it would not have a
          material effect on the Company's financial position as of such
          date, or the results of operations for the year then ended.

               In April 1998, the American Institute of Certified Public
          Accountants (AICPA) issued Statement of Position 98-5, "Reporting
          on the Costs of Start-Up Activities" (SOP 98-5).  SOP 98-5
          establishes standards for the financial report of start-up costs
          and organization costs.  It requires that those costs be expensed
          as incurred.  The effect of the implementation of SOP 98-5 is
          accounted for as a cumulative effect of a change in accounting
          principle.  The Company is required to adopt the provisions of
          SOP 98-5 in the first quarter of 1999 and does not anticipate
          that the adoption of the provision of SOP 98-5 will have a
          material effect on the Company's financial position as of that
          date or the results of operations for the year then ended. 

          IMPACT OF YEAR 2000 ISSUE 
          -------------------------

               The Company's Year 2000 Project (the "Project") is in
          process.  The Project is addressing the Year 2000 issue caused
          by computer programs being written utilizing two digits rather
          than four to define an applicable year.  As a result, the Company's
          computer equipment, software and devices with embedded technology
          that are time sensitive may misinterpret the actual date beginning
          on January 1, 2000.  This could result in a system failure or
          miscalculations causing disruptions of operations, including, but
          not limited to, a temporary inability to process transactions.


                                      -16-
     <PAGE> 

               The Company has undertaken various initiatives intended to
          ensure that its computer equipment and software will function
          properly with respect to dates in the Year 2000 and thereafter. 
          In planning and developing the Project, the Company has
          considered both its information technology ("IT") and its non-IT
          systems.  The term "computer equipment and software" includes
          systems that are commonly thought of as IT systems, including
          accounting, data processing, telephone systems, scanning
          equipment and other miscellaneous systems.  Those items not to be
          considered as IT technology include alarm systems, fax machines,
          monitors for park operations or other miscellaneous systems. 
          Both IT and non-IT systems may contain embedded technology, which
          complicates the Company's Year 2000 identification, assessment,
          remediation and testing efforts.  Based upon its identification
          and assessment efforts to date, the Company is in the process of
          replacing the computer equipment and upgrading the software it
          currently uses to become Year 2000 compliant.  In addition, in
          the ordinary course of replacing computer equipment and software,
          the Company plans to obtain replacements that are in compliance
          with Year 2000.

               The Company has initiated correspondence with its
          significant vendors and service providers to determine the extent
          such entities are vulnerable to Year 2000 issues and whether the
          products and services purchased from such entities are Year 2000
          compliant.  The Company expects to receive a favorable response
          from such third parties and it is anticipated that their
          significant Year 2000 issues will be addressed on a timely basis.

               With regard to IT, non-IT systems and communications with
          third parties, the Company anticipates that the Project will be
          completed in November 1999.

               As noted above, the Company is in the process of replacing
          certain computer equipment and software because of the Year 2000
          issue.  The Company estimates that the total cost of such
          replacements will be no more than $1.0 million.  Substantially
          all of the personnel being used on the Project are existing
          Company employees.  Therefore, the labor costs of its Year 2000
          identification, assessment, remediation and testing efforts, as
          well as currently anticipated labor costs to be incurred by the
          Company with respect to Year 2000 issues of third parties, are
          expected to be less than $0.8 million.

               The Company has not yet developed a most reasonably likely
          worst case scenario with respect to Year 2000 issues, but instead
          has focused its efforts on reducing uncertainties through the
          review described above.  The Company has not developed Year 2000
          contingency plans other than as described above, and does not
          expect to do so unless merited by the results of its continuing
          review. 

               The Company presently does not expect to incur significant
          operational problems due to the Year 2000 issue.  However, if all
          Year 2000 issues are not properly and timely identified,
          assessed, remediated and tested, there can be no assurance that
          the Year 2000 issue will not materially impact the Company's
          results of operations or adversely affect its relationships with
          vendors or others.  Additionally, there can be no assurance that
          the Year 2000 issues of other entities will not have a material
          impact on the Company's systems or results of operations.


          ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                    ABOUT MARKET RISK

               Reference is made to the information appearing under the
          subheading "Market Risks and Sensitivity Analyses" under the
          heading "Management's Discussion and Analysis of Financial
          Condition and Results of Operation" on page 15 of this Report.


                                      -17-
     <PAGE>

          ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               The financial statements listed in Item 14 are included in this
          Report beginning on page F-1.


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

               
                Not Applicable.



                                      -18-
     <PAGE>

                                       PART IV


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

               (a)(1) and (2) Financial Statements and Financial Statement
          Schedules

               The following consolidated financial statements of Six Flags
          Entertainment Corporation and subsidiaries, the notes thereto, the 
          related reports thereon of independent auditors, and financial 
          statement schedules are filed under Item 8 of this Report:

                                                                  PAGE
                                                                  ----

      Independent Auditors' Reports                               F-2
                                                                   
      Consolidated Balance Sheets -- January 3, 1999 and
      December 28, 1997                                           F-5
                
      Consolidated Statements of Operations
             Period from April 1, 1998 to January 3, 1999,
             Period from December 29, 1997 to March 31, 1998,
             and Years December 28, 1997 and December 29, 1996    F-6 
                                                                    
      Consolidated Statements of Stockholders' Equity (Deficit)
             Period from April 1, 1998 to January 3, 1999,
             Period from December 29, 1997 to March 31, 1998,
             and Years December 28, 1997 and December 29, 1996    F-7 
                                                                    
      Consolidated Statements of Cash Flows 
             Period from April 1, 1998 to January 3, 1999,
             Period from December 29, 1997 to March 31, 1998,
             and Years December 28, 1997 and December 29, 1996    F-8 
                                                                    
      Notes to Consolidated Financial Statements                  F-9 
                                                                    

      Schedules for which provision is made in the applicable
      accounting regulations of the Securities and Exchange Commission
      are omitted because they either are not required under the
      related instructions, are inapplicable, or the required
      information is shown in the financial statements or notes
      thereto.

               (a)(3)    See Exhibit Index.

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

               (c)       Exhibits
                         See Item 14(a)(3) above.


                                      -19-
     <PAGE>

                                      SIGNATURES
                                      ----------

               Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, the Registrant has duly caused
          this Form 10-K to be signed on its behalf by the undersigned,
          thereunto duly authorized.


          Date:   April 12, 1999


                                        SIX FLAGS ENTERTAINMENT CORPORATION



                                        By: /s/ Kieran E. Burke       
                                           --------------------------------
                                                Kieran E. Burke
                                                Chairman of the Board
                                                and Chief Executive Officer


                                      -20-
     <PAGE>
           
               Pursuant to the requirements of the Securities Exchange Act
          of 1934, this report has been signed by the following persons on
          behalf of the Registrant and in the following capacities on the
          dates indicated.  


           Signature            Title                            Date
           ---------            -----                            ----



        /s/ Kieran E. Burke     Chairman of the Board,      April 12, 1999
        -------------------     Chief Executive Officer
        Kieran E. Burke         (Principal Executive
                                Officer) and Director 


        /s/ Gary Story          President, Chief Operating  April 12, 1999
        --------------------    Officer and Director 
        Gary Story


        /s/ James F. Dannhauser Chief Financial Officer     April 12, 1999
        --------------------    (Principal Financial and
        James F. Dannhauser     Accounting Officer) and
                                Director


                                      -21-
<PAGE>

                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Index to Consolidated Financial Statements


<TABLE>
<CAPTION>
                                                                                                       Page

<S>                                                                                                     <C>
Independent Auditors' Report                                                                            F-2

Independent Auditors' Report                                                                            F-4

Consolidated Balance Sheets - January 3, 1999 and December 28, 1997                                     F-5

Consolidated  Statements of Operations - Period from April 1, 1998 
  to January 3, 1999; Period from December 29, 1997 to March 31, 1998; 
  and Years ended  December 28, 1997 and December 29, 1996                                              F-6

Consolidated Statements of Stockholder's Equity (Deficit) - Period 
  from April 1, 1998 to January 3, 1999; Period from December 29, 1997 
  to March 31, 1998; and Years ended December 28, 1997 and December 29, 1996                            F-7

Consolidated  Statements of Cash Flows - Period from April 1, 1998 to January 3, 1999;
  Period from December 29, 1997 to March 31, 1998; and Years ended
  December 28, 1997 and December 29, 1996                                                               F-8

Notes to Consolidated Financial Statements                                                              F-9
</TABLE>


                                      F-1
<PAGE>


                          Independent Auditors' Report


The Board of Directors and Stockholder
Six Flags Entertainment Corporation:


We have  audited  the  accompanying  consolidated  balance  sheet  of Six  Flags
Entertainment   Corporation  and   subsidiaries   (Six  Flags)  (a  wholly-owned
subsidiary  of  Premier  Parks  Inc.) as of January  3,  1999,  and the  related
consolidated statements of operations,  stockholder's equity (deficit), and 
cash flows for the  periods  from  April 1,  1998 to  January  3, 1999  (1998  
Post-Acquisition period),  and from  December  29, 1997 to March 31,  1998 
1998  Pre-Acquisition period).  These consolidated  financial statements are 
the responsibility of Six Flags'  management.  Our  responsibility  is to  
express  an  opinion  on  these consolidated financial statements based on our 
audits.

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

In  our  opinion,  the  1998  Post-Acquisition   period  consolidated  financial
statements  referred to above  present  fairly,  in all material  respects,  the
financial position of Six Flags Entertainment Corporation and subsidiaries as of
January 3, 1999,  and the results of their  operations  and their cash flows for
the  1998  Post-Acquisition  period,  in  conformity  with  generally  accepted
accounting  principles.  Further,  in our opinion,  the  consolidated  financial
statements referred to above for the 1998 Pre-Acquisition period present fairly,
in all material respects,  the results of operations and cash flows for the 1998
Pre-Acquisition   period,  in  conformity  with  generally  accepted  accounting
principles.

As discussed in Note 1 to the consolidated financial statements, effective April
1, 1998,  Premier  Parks Inc.  acquired all the  outstanding  stock of Six Flags
Entertainment Corporation in a business combination accounted for as a purchase.
As a result of the acquisition,  the consolidated  financial information for the
period after the  acquisition  is presented on a different  cost basis than that
for the period before the acquisition and, therefore, is not comparable.


                                      F-2
<PAGE>


As  discussed  in Note 2 to the  consolidated  financial  statements,  Six Flags
changed  its  method  of  accounting  for its  share  of the  operations  of the
Partnership Parks and its method of accounting for off-season expenses.


                                                      KPMG LLP

Oklahoma City, Oklahoma
March 22, 1999


                                      F-3
<PAGE>


                            REPORT OF INDEPENDENT AUDITORS



          The Board of Directors and Stockholders
          Six Flags Entertainment Corporation


          We have audited the accompanying consolidated balance sheet of
          Six Flags Entertainment Corporation as of December 28, 1997 and
          the related consolidated statements of operations, stockholders'
          equity (deficit) and cash flows for the years ended December 28,
          1997 and December 29, 1996.  These financial statements are the
          responsibility of the Company's management.  Our responsibility
          is to express an opinion on these financial statements based on
          our audits.

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

          In our opinion, the consolidated financial statements referred to
          above present fairly, in all material respects, the consolidated
          financial position of Six Flags Entertainment Corporation at
          December 28, 1997 and the consolidated results of its operations
          and its cash flows for the years ended December 28, 1997 and
          December 29, 1996 in conformity with generally accepted
          accounting principles.


                                             /s/ Ernst & Young LLP

          New York, New York
          February 14, 1998




                                      F-4

<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                               January 3,     December 28,
                                             Assets                                              1999             1997
                                                                                            --------------   --------------
<S>                                                                                         <C>              <C>       
Current assets:
  Cash and cash equivalents                                                                 $   46,112,000   $   16,805,000
  Accounts receivable                                                                           10,399,000        3,258,000
  Receivable from affiliate                                                                             --        4,000,000
  Inventories                                                                                   13,685,000       22,389,000
  Prepaid expenses and other current assets                                                      5,981,000        3,848,000
  Restricted-use investment securities                                                         183,342,000               -- 
                                                                                            --------------   --------------
      Total current assets                                                                     259,519,000       50,300,000
                                                                                            --------------   --------------
Other assets:
  Debt issuance costs                                                                           12,346,000       20,171,000
  Deposits and other assets                                                                     51,284,000        5,165,000
                                                                                            --------------   --------------
      Total other assets                                                                        63,630,000       25,336,000
                                                                                            --------------   --------------
Property and equipment, at cost                                                                928,420,000      768,256,000
  Less accumulated depreciation                                                                 35,507,000      276,119,000
                                                                                            --------------   --------------
                                                                                               892,913,000      492,137,000
                                                                                            --------------   --------------
Investment in theme park partnerships                                                                   --      201,809,000
  Less accumulated amortization                                                                         --      112,714,000
                                                                                            --------------   --------------
                                                                                                        --       89,095,000
                                                                                            --------------   --------------
Intangible assets, principally goodwill                                                      1,197,855,000      278,551,000
  Less accumulated amortization                                                                 36,914,000       70,729,000
                                                                                            --------------   --------------
                                                                                             1,160,941,000      207,822,000
                                                                                            --------------   --------------
      Total assets                                                                          $2,377,003,000   $  864,690,000
                                                                                            ==============   ==============
                       Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
  Accounts payable                                                                          $   12,664,000   $   21,055,000
  Accrued interest payable                                                                      13,547,000        3,431,000
  Accrued insurance                                                                             28,727,000       15,608,000
  Other accrued liabilities                                                                     30,662,000       24,351,000
  Short-term borrowings                                                                                 --       30,503,000
  Current portion of long-term debt                                                            184,370,000       26,130,000
                                                                                            --------------   --------------
      Total current liabilities                                                                269,970,000      121,078,000
Long-term debt                                                                                 900,474,000      753,369,000
Other long-term liabilities                                                                     46,946,000       12,570,000
Deferred income taxes                                                                           99,333,000               -- 
                                                                                            --------------   --------------
      Total liabilities                                                                      1,316,723,000      887,017,000
                                                                                            --------------   --------------
Stockholder's equity (deficit):
  Class A  convertible  preferred  stock ($.01 par value per share;  no shares
    authorized,  issued or outstanding at January 3, 1999; 6,100,000 shares
    authorized; 5,100,000 shares issued and outstanding at December 28, 1997;
    $273,499,000 aggregate liquidation preference at December 28, 1997)                                 --           51,000
  Class B convertible preferred stock ($.01 par value per share; no shares authorized,
    issued or outstanding at January 3, 1999; 4,900,000 shares authorized,
    issued and  outstanding  at December 28, 1997; $196,000,000 aggregate
    liquidation preference at December 28, 1997)                                                        --           49,000
  Class A common stock ($.01 par value per share; no shares authorized, issued
    or outstanding at January 3, 1999; 6,100,000 shares authorized; 51 shares
    issued and outstanding at December 28, 1997)                                                        --               -- 
  Class B common stock ($.01 par value per share; no shares authorized, issued
    or outstanding at January 3, 1999; 20,000,000 shares authorized; 49 shares
    issued and outstanding at December 28, 1997)                                                        --               -- 
  Common stock ($.05 par value per share; 1,000 shares authorized, issued and outstanding
    at January 3, 1999; none authorized, issued, or outstanding at December 28, 1997)                   --               -- 
  Additional paid-in capital                                                                 1,031,598,000       40,217,000
  Retained earnings (accumulated deficit)                                                       28,682,000      (59,867,000)
  Unearned compensation reserved stock awards                                                           --       (2,777,000)
                                                                                            --------------   --------------
                 Total stockholder's equity (deficit)                                        1,060,280,000      (22,327,000)
                                                                                            --------------   --------------
                 Total liabilities and stockholder's equity (deficit)                       $2,377,003,000   $  864,690,000
                                                                                            ==============   ==============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

                       SIX FLAGS ENTERTAINMENT CORPORATION

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                        Period from         Period from
                                                       April 1, 1998        December 29,        Year ended          Year ended
                                                             to                1997 to          December 28,        December 29,
                                                      January 3, 1999      March 31, 1998          1997                1996
                                                      ---------------      --------------      -------------       -------------
<S>                                                    <C>                 <C>                 <C>                 <C>        
Theme park admissions                                  $ 256,316,000       $  15,047,000       $ 368,139,000       $ 348,845,000
Theme park food, merchandise and other                   241,412,000           8,356,000         340,527,000         332,031,000
                                                       -------------       -------------       -------------       -------------
      Total revenue                                      497,728,000          23,403,000         708,666,000         680,876,000
                                                       -------------       -------------       -------------       -------------
Operating costs and expenses:
  Operating expenses                                     172,750,000          56,307,000         330,033,000         308,809,000
  Selling, general and administrative                     61,471,000          54,711,000         113,326,000         110,947,000
  Costs of products sold                                  69,643,000           2,757,000         101,239,000         105,988,000
  Depreciation and amortization                           71,896,000          17,629,000          84,493,000          87,417,000
                                                       -------------       -------------       -------------       -------------
      Total operating costs and expenses                 375,760,000         131,404,000         629,091,000         613,161,000
                                                       -------------       -------------       -------------       -------------
      Income (loss) from operations                      121,968,000        (108,001,000)         79,575,000          67,715,000
                                                       -------------       -------------       -------------       -------------
Other income (expense):
  Interest expense, net                                  (58,658,000)        (22,508,000)        (84,430,000)        (76,530,000)
  Equity in operations of theme park partnerships                 --         (13,152,000)                 --                  -- 
  Minority interest in (earnings) loss                        36,000                  --           1,147,000          (1,297,000)
  Other income (expense)                                    (151,000)                 --                  --                  -- 
                                                       -------------       -------------       -------------       -------------
      Total other income (expense)                       (58,773,000)        (35,660,000)        (83,283,000)        (77,827,000)
                                                       -------------       -------------       -------------       -------------
      Income (loss) before income taxes                   63,195,000        (143,661,000)         (3,708,000)        (10,112,000)
Income tax expense                                       (34,513,000)                 --                  --          (5,137,000)
                                                       -------------       -------------       -------------       -------------
          Net income (loss)                            $  28,682,000       $(143,661,000)      $  (3,708,000)      $ (15,249,000)
                                                       =============       =============       =============       =============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>

                       SIX FLAGS ENTERTAINMENT CORPORATION

            Consolidated Statements of Stockholder's Equity (Deficit)

 Period from April 1, 1998 to January 3, 1999, Period from December 29, 1997 to
    March 31, 1998, and Years ended December 28, 1997 and December 29, 1996

<TABLE>
<CAPTION>
                                    Preferred Stock A         Preferred Stock B      Common Stock  
                                 ----------------------    ----------------------   -------------- 
                                   Shares                    Shares                 Shares         
                                   Issued       Amount       Issued       Amount    Issued  Amount 
                                 ----------    --------    ----------    --------   ------  ------ 
<S>                              <C>           <C>         <C>           <C>         <C>     <C>   
Balances at December 31, 1995     5,100,000    $ 51,000     4,900,000    $ 49,000      100   $ --  

Net loss                                 --          --            --          --       --     --  

Reserved stock awards                    --          --            --          --       --     --  

Amortization of unearned
  compensation                           --          --            --          --       --     --  
                                 ----------    --------    ----------    --------    -----   ----  

Balances at December 29, 1996     5,100,000      51,000     4,900,000      49,000      100     --  

Net loss                                 --          --            --          --       --     --  

Reserved stock awards                    --          --            --          --       --     --  

Amortization of unearned
  compensation                           --          --            --          --       --     --  

Capital contribution                     --          --            --          --       --     --  
                                 ----------    --------    ----------    --------    -----   ----  

Balances at December 28, 1997     5,100,000      51,000     4,900,000      49,000      100     --  

Net loss                                 --          --            --          --       --     --  

Amortization of unearned
  compensation                           --          --            --          --       --     --  
                                 ----------    --------    ----------    --------    -----   ----  

Balances at March 31, 1998        5,100,000      51,000     4,900,000      49,000      100     --  

Acquisition of SFEC by Premier   (5,100,000)    (51,000)   (4,900,000)    (49,000)     900     --  

Contributions by Premier                 --          --            --          --       --     --  

Net income                               --          --            --          --       --     --  
                                 ----------    --------    ----------    --------    -----   ----  
Balances at January 3, 1999              --    $     --            --    $     --    1,000   $ --  
                                 ==========    ========    ==========    ========    =====   ====  
</TABLE>

<TABLE>
<CAPTION>
                                                    Retained
                                   Additional       Earnings                    Stockholder's
                                     Paid-in      (Accumulated     Unearned        Equity
                                     Capital         Deficit)    Compensation     (Deficit)
                                 --------------   ------------    ----------    -------------
<S>                              <C>              <C>             <C>           <C>          
Balances at December 31, 1995    $   35,749,000   $(40,910,000)  $(4,152,000)  $   (9,213,000)

Net loss                                     --    (15,249,000)           --      (15,249,000)

Reserved stock awards                   234,000             --      (234,000)              -- 

Amortization of unearned
  compensation                               --             --       891,000          891,000
                                 --------------   ------------    ----------   --------------

Balances at December 29, 1996        35,983,000    (56,159,000)   (3,495,000)     (23,571,000)

Net loss                                     --     (3,708,000)           --       (3,708,000)

Reserved stock awards                   234,000             --      (234,000)              -- 

Amortization of unearned
  compensation                               --             --       952,000          952,000

Capital contribution                  4,000,000             --            --        4,000,000
                                 --------------   ------------    ----------   --------------

Balances at December 28, 1997        40,217,000    (59,867,000)   (2,777,000)     (22,327,000)

Net loss                                     --   (143,661,000)           --     (143,661,000)

Amortization of unearned
  compensation                               --             --       260,000          260,000
                                 --------------   ------------    ----------   --------------

Balances at March 31, 1998           40,217,000   (203,528,000)   (2,517,000)    (165,728,000)

Acquisition of SFEC by Premier      958,914,000    203,528,000     2,517,000    1,164,859,000

Contributions by Premier             32,467,000             --            --       32,467,000

Net income                                   --     28,682,000            --       28,682,000
                                 --------------   ------------    ----------   --------------
Balances at January 3, 1999      $1,031,598,000   $ 28,682,000    $       --   $1,060,280,000
                                 ==============   ============    ==========   ==============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-7
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                           Period from         Period from
                                                          April 1, 1998        December 29,         Year ended         Year ended
                                                                to                1997 to          December 28,       December 29,
                                                         January 3, 1999      March 31, 1998           1997               1996
                                                          -------------       --------------      -------------       -------------
<S>                                                       <C>                 <C>                 <C>                 <C>         
Cash flows from operating activities:
  Net income (loss)                                       $  28,682,000       $(143,661,000)      $  (3,708,000)      $ (15,249,000)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                          71,896,000          17,629,000          84,493,000          87,417,000
      Equity in operations of theme park
        partnerships                                                 --          13,152,000                  --                  -- 
      Minority interest in earnings (loss)                      (36,000)                 --          (1,147,000)          1,297,000
      Interest accretion on notes payable                     9,521,000          11,932,000          44,444,000          39,580,000
      Interest accretion on restricted-use
        investments                                          (7,267,000)                 --                  --                  -- 
      Amortization of debt issuance costs                     1,480,000           1,027,000           4,108,000           4,108,000
      Deferred income taxes                                  34,513,000                  --                  --           5,137,000
      (Increase) decrease in accounts receivable             (9,073,000)          1,742,000           3,301,000             401,000
      (Increase) decrease in inventories, prepaid
        expenses and other current assets                     6,714,000         (24,852,000)         (1,941,000)         (4,519,000)
      (Increase) decrease in deposits and
        other assets                                         (6,721,000)                 --          (3,332,000)            578,000
      Increase (decrease) in accounts payable
        and accrued expenses                                (55,562,000)         69,302,000         (15,648,000)          8,481,000
      Increase (decrease) in accrued interest payable        13,547,000          (1,068,000)            690,000             805,000
      Other, net                                                     --              18,000            (957,000)            566,000
                                                          -------------       -------------       -------------       -------------
          Total adjustments                                  59,012,000          88,882,000         114,011,000         143,851,000
                                                          -------------       -------------       -------------       -------------
          Net cash provided by (used in)
            operating activities                             87,694,000         (54,779,000)        110,303,000         128,602,000
                                                          -------------       -------------       -------------       -------------
Cash flows from investing activities:
  Additions to property and equipment                       (56,415,000)        (25,335,000)        (67,675,000)        (75,627,000)
  Investment in theme park partnerships                              --        (131,518,000)        (84,057,000)         (5,548,000)
  Transfer of interests in theme park
     partnerships to Premier                                208,082,000                  --                  --                  -- 
  Acquisition of theme park assets                          (45,049,000)                 --                  --                  -- 
  Proceeds from sale of property and equipment                       --                  --           2,000,000                  -- 
  Purchase of restricted-use investments                   (176,075,000)                 --                  --                  -- 
                                                          -------------       -------------       -------------       -------------
          Net cash used in investing
            activities                                      (69,457,000)       (156,853,000)       (149,732,000)        (81,175,000)
                                                          -------------       -------------       -------------       -------------
Cash flows from financing activities:
  Repayment of long-term debt                              (589,436,000)        (30,503,000)       (117,521,000)        (93,881,000)
  Proceeds from borrowings                                  580,000,000         240,000,000         128,168,000          41,673,000
  Contributions of equity                                    32,467,000           4,000,000                  --                  -- 
  Payment of debt issuance costs                            (13,826,000)                 --                  --                  -- 
                                                          -------------       -------------       -------------       -------------
          Net cash provided by (used in)
            financing activities                              9,205,000         213,497,000          10,647,000         (52,208,000)
                                                          -------------       -------------       -------------       -------------
Increase (decrease) in cash and cash equivalents             27,442,000           1,865,000         (28,782,000)         (4,781,000)
Cash and cash equivalents at beginning of period             18,670,000          16,805,000          45,587,000          50,368,000
                                                          -------------       -------------       -------------       -------------
Cash and cash equivalents at end of period                $  46,112,000       $  18,670,000       $  16,805,000       $  45,587,000
                                                          =============       =============       =============       =============
Supplementary cash flow information:
  Cash paid for interest                                  $  41,377,000       $  11,257,000       $  36,089,000       $  34,284,000
                                                          =============       =============       =============       =============
  Cash paid for income taxes                              $          --       $          --       $   3,479,000       $          -- 
                                                          =============       =============       =============       =============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-8
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Policies

     (a)  Description of Business

          Six Flags  Entertainment  Corporation  ("SFEC," and together  with its
          subsidiaries,  the  "Company"  or "Six Flags") owns 100% of the common
          stock of S.F.  Holdings,  Inc. ("SF Holdings")  which owns 100% of the
          common stock of Six Flags Theme Parks Inc. ("SFTP").

          Prior to April 1, 1998, Six Flags operated  twelve "Six Flags" branded
          theme parks in eight locations  throughout the United States.  For all
          periods presented,  nine of the theme parks, Six Flags Great Adventure
          and Wild Safari Animal Park (New  York-Philadelphia),  Six Flags Great
          America  (Chicago-Milwaukee),  Six Flags Magic  Mountain and Six Flags
          Hurricane  Harbor (Los  Angeles),  Six Flags  AstroWorld and Six Flags
          Waterworld  (Houston),  Six Flags St. Louis (St.  Louis) and Six Flags
          Hurricane Harbor (Dallas-Ft. Worth) were owned by Six Flags. Six Flags
          Fiesta Texas,  located in San Antonio,  Texas, was leased by a limited
          partnership  of which a subsidiary  of Six Flags is a general  partner
          and manages the park.  On October 30, 1998,  Six Flags  purchased  the
          minority  interest in the limited  partnership  and title to the park.
          Two parks - Six Flags Over Texas (Dallas-Ft. Worth) and Six Flags Over
          Georgia  (Atlanta)  (the  "Partnership  Parks") - are owned by limited
          partnerships of which the managing general partner was (prior to April
          1, 1998) a  wholly-owned  subsidiary  of Six Flags.  On April 1, 1998,
          Premier Parks Inc. ("Premier") purchased all of the stock of SFEC (the
          "Acquisition").  At that time, Six Flags' interests in the Partnership
          Parks were transferred to Premier. See Note 3.

     (b)  Basis of Presentation

          As  discussed  above,  Premier  purchased  SFEC on April 1,  1998.  In
          accordance  with  Securities & Exchange  Commission  Staff  Accounting
          Bulletin  No. 54 ("SAB No.  54"),  SFEC has  "pushed  down"  Premier's
          purchase  price in  revaluing  the  assets  and  liabilities  of SFEC.
          According to the provisions of SAB No. 54, purchase  transactions that
          result in an entity becoming substantially  wholly-owned require a new
          basis of accounting  for the purchased  assets and  liabilities.  As a
          result of the purchase,  SFEC recorded the  following  purchase  price
          adjustments as of April 1, 1998 (amounts in thousands):

                                                Increase (Decrease)
                                                -------------------
               Current assets                      $   (15,621)
               Debt issuance costs                     (19,597)
               Property and equipment                  322,183
               Intangible assets                     1,006,606
               Deposit and other assets                 14,299
               Accrued liabilities                      26,599
               Long-term debt                           51,592
               Deferred income taxes                    64,820
               Stockholder's equity                  1,164,859


                                      F-9
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


          The  consolidated  financial  statements  of SFEC for the period  from
          December 29, 1997 to March 31, 1998 (the 1998 Pre-Acquisition  period)
          and as of December 28, 1997 and for the years ended  December 28, 1997
          and December 29, 1996 reflect the accounting  basis used by SFEC prior
          to its  acquisition  by  Premier.  The  financial  statements  of SFEC
          subsequent to April 1, 1998 (the 1998 Post-Acquisition period) reflect
          the  accounting  basis for the purchased assets and liabilities used 
          by SFEC  subsequent to its  acquisition by Premier.  The  vertical  
          line  that  separates  the SFEC  consolidated financial statements 
          emphasizes that the new basis of accounting used by SFEC after the 
          purchase by Premier is not  comparable  to the basis of accounting 
          used by SFEC prior to the purchase by Premier.

          Additionally,  the accompanying notes to SFEC's consolidated financial
          statements  disclose:  (1) the relationship  between Premier and SFEC;
          (2) that SFEC does not  guarantee  any of  Premier's  debt,  or pledge
          assets or stock as security for  Premier's  debt;  and (3) that SFEC's
          ability to pay dividends is  restricted  by its and its  subsidiaries'
          debt agreements.

          The 1996 and 1997 fiscal years each  consisted  of 52 weeks.  The 1998
          fiscal  year  consisted  of 53 weeks.  The 1996  fiscal  year ended on
          December  29,  1996,  while the 1997 and 1998  fiscal  years  ended on
          December 28, 1997 and January 3, 1999, respectively.

          The  Company's  accounting  policies  reflect  industry  practices and
          conform to generally accepted accounting principles.

          The consolidated  financial  statements  include the accounts of SFEC,
          its  wholly-owned  subsidiaries,   limited  partnerships  and  limited
          liability companies in which the Company beneficially owns 100% of the
          interests,  and  partnerships  that the Company serves as sole general
          partner  and owns a majority  of the  limited  partnership  interests.
          Intercompany   transactions  and  balances  have  been  eliminated  in
          consolidation.

     (c)  Cash Equivalents

          Cash  equivalents of $33,188,000 and $9,651,000 at January 3, 1999 and
          December 28, 1997,  respectively,  consist of short-term highly liquid
          investments  with a remaining  maturity  as of purchase  date of three
          months or less, which are readily  convertible into cash. For purposes
          of the consolidated  statements of cash flows,  the Company  considers
          all highly liquid debt  instruments  with  remaining  maturities as of
          their purchase date of three months or less to be cash equivalents.

     (d)  Inventories

          Inventories are stated at the lower of cost  (first-in,  first-out) or
          market  and  primarily   consist  of  products  for  resale  including
          merchandise and food and miscellaneous supplies including repair parts
          for rides and  attractions  amounting to $8,051,000 as of December 28,
          1997.


                                      F-10
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     (e)  Advertising Costs

          Production  costs  of  commercials  and  programming  are  charged  to
          operations  in the year first aired.  The costs of other  advertising,
          promotion,  and  marketing  programs are charged to  operations in the
          year  incurred.  

          Advertising  and  promotions  expense  was  $35,900,000,   $7,872,000,
          $61,100,000, and $64,600,000 during 1998 Post-Acquisition period, 1998
          Pre-Acquisition period, 1997, and 1996, respectively.

     (f)  Debt Issuance Costs

          The Company  capitalizes  costs  related to the issuance of debt.  The
          amortization  of such costs is recognized as interest  expense under a
          method  approximating  the  interest  method  over  the  life  of  the
          respective debt issue.

     (g)  Depreciation and Amortization

          Rides and attractions are depreciated using the  straight-line  method
          over 5-25 years. Buildings and improvements are depreciated over their
          estimated  useful  lives  of  approximately  30  years  by  use of the
          straight-line  method.  Furniture and equipment are depreciated  using
          the  straight-line  method over 5-10 years.  

          Maintenance  and repairs are charged  directly to expense as incurred,
          while  betterments  and  renewals  are  generally  capitalized  in the
          property  accounts.  When an item is retired or otherwise disposed of,
          the cost and applicable  accumulated  depreciation are removed and the
          resulting gain or loss is recognized.

     (h)  Investment in Theme Park Partnerships

          Prior to  acquisition by Premier,  the Company  managed two parks (the
          Partnership Parks)  in which  the  Company  did not own a  controlling
          interest.  On April 1, 1998, the Company transferred its investment in
          theme park partnerships to Premier in exchange for $46,000,000 in cash
          and payment of $165,686,000 of Company borrowings. See Note 13.

          In 1997 and 1996, Six Flags accounted for its investment in theme park
          partnerships   as   co-ventures,   i.e.,  the  revenues  and  expenses
          (excluding  partnership  depreciation)  were  included  in Six  Flags'
          consolidated  statements of operations and the net amounts distributed
          to the limited  partners  were  deducted as  expenses.  Except for the
          limited  partnership  units  purchased  pursuant to the tender  offers
          described  in  Note  6,  Six  Flags  had no  rights  or  title  to the
          Partnership.  Park  assets  or to the  proceeds  from  any sale of the
          Partnership Parks' assets. Six Flags' 1997 consolidated  balance sheet
          does not include any of the Partnership  Parks' assets. The investment
          in theme park partnerships  included in the 1997 consolidated  balance
          sheet represented (i) Six Flags' interest in the estimated future cash
          flows from the operations of the Partnership Parks and was


                                      F-11
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


          amortized over the life of the  partnership  agreements,  and (ii) the
          value of limited  partnership  units  purchased  pursuant  to the SFOG
          tender  offer.  The SFOT tender offer was made  subsequent to December
          28, 1997.  These two parks  contributed  revenues of $176,794,000  and
          $151,987,000  to  Six  Flags  in  the  fiscal  years  1997  and  1996,
          respectively.

          For the period from  December 29, 1997 to March 31, 1998,  the Company
          accounted  for its  investment  in these  two parks  using the  equity
          method of  accounting.  See Note 2. The  equity  method of  accounting
          recognizes  the  Company's  share of the  activity of the  Partnership
          Parks in the accompanying consolidated statements of operations in the
          caption "equity in operations of theme park  partnerships." The equity
          method  of  accounting  differs  from  the  consolidation   method  of
          accounting  used  for the  theme  parks in which  the  Company  owns a
          controlling interest.  In the consolidation method of accounting,  the
          activities of the consolidated parks are reflected in each revenue and
          expense caption rather than aggregated into one caption.

     (i)  Intangible Assets

          Goodwill,  which  represents  the excess of  purchase  price over fair
          value of net assets acquired,  is amortized on the straight-line basis
          over the expected  period to be  benefited,  generally  25 years.  The
          Company  assesses  the  recoverability  of this  intangible  asset  by
          determining  whether the amortization of the goodwill balance over its
          remaining life can be recovered through  undiscounted future operating
          cash flows of the acquisition.  The amount of goodwill impairment,  if
          any, is measured based on projected  discounted  future operating cash
          flows using a discount rate reflecting the Company's average borrowing
          rate.

          The goodwill  associated with  acquisitions made by Six Flags prior to
          the Acquisition was being  amortized on the  straight-line  basis over
          periods not exceeding 40 years.

     (j)  Long-Lived Assets

          The  Company  reviews  long-lived  assets  and  certain   identifiable
          intangibles for impairment whenever events or changes in circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison  of the  carrying  amount of an asset or group of assets to
          future net cash flows  expected to be  generated by the asset or group
          of  assets.  If  such  assets  are  considered  to  be  impaired,  the
          impairment  to be  recognized  is  measured by the amount by which the
          carrying  amount of the assets  exceeds  the fair value of the assets.
          Assets to be  disposed of are  reported  at the lower of the  carrying
          amount or fair value less costs to sell.

     (k)  Interest Expense Recognition

          Interest on notes  payable is generally  recognized  as expense on the
          basis of stated  interest  rates adjusted to reflect  amortization  of
          premiums or accretion of discounts.  Such amortization or accretion is
          recognized  over the term of the notes  using  the  effective-interest
          method.


                                      F-12
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     (l)  Income Taxes

          Income taxes are accounted for under the asset and liability method as
          computed on a stand-alone  basis.  Deferred tax assets and liabilities
          are  recognized  for  the  future  tax  consequences  attributable  to
          differences  between  the  financial  statement  carrying  amounts  of
          existing  assets and  liabilities  and their  respective tax bases and
          operating loss carryforwards.  Deferred tax assets and liabilities are
          measured  using enacted tax rates  expected to apply to taxable income
          in the years in which those  temporary  differences are expected to be
          recovered   or  settled.   The  effect  on  deferred  tax  assets  and
          liabilities  of a change in tax rates is  recognized  in income in the
          period that includes the enactment date.

          Effective with the Acquisition, the Company and Premier entered into a
          tax sharing  agreement,  whereby  the Company  will pay to Premier the
          Company's portion of Premier's current tax expense.

     (m)  Investment Securities

          Restricted-use  investment  securities  at January 3, 1999  consist of
          U.S. Treasury securities. The securities which are scheduled to mature
          in 1999 are  restricted  to  provide  a  redemption  fund for  Company
          indebtedness  also  maturing  in  1999.  The  Company  classifies  its
          investment securities as held-to-maturity. Held-to-maturity securities
          are those  securities  in which the Company has the ability and intent
          to hold the security until maturity.  Held-to-maturity  securities are
          recorded at amortized cost, adjusted for the amortization or accretion
          of premiums or discounts.  There are no other  securities  held by the
          Company.

          Premiums and  discounts are amortized or accreted over the life of the
          related held-to-maturity  security as an adjustment to yield using the
          effective interest method. Dividend and interest income are recognized
          when earned.

     (n)  Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles 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 period.  Actual results could differ
          from those estimates.

     (o)  Reclassifications

          Reclassifications  have been made to certain amounts  reported in 1997
          and 1996 to conform with the 1998 presentation.


                                      F-13
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


(2)  Accounting Changes

     (a)  Accounting for Investment in Theme Park Partnerships

          Prior  to  the  Acquisition  by  Premier,   Six  Flags,   through  two
          subsidiaries,  was the  general  partner  in two  theme  park  limited
          partnerships.  Six Flags accounted for the parks as co-ventures, i.e.,
          the revenues and expenses  (excluding  partnership  depreciation) were
          included in Six Flags'  consolidated  statements of operations and the
          net amounts  distributed  to the  limited  partners  were  deducted as
          operating expenses. Except for the limited partnership units purchased
          pursuant to the tender  offers  described  in Note 6, Six Flags had no
          rights or title to the  Partnership  Parks'  assets or to the proceeds
          from  any sale of the  Partnership  Parks'  assets.  Six  Flags'  1997
          consolidated  balance  sheet does not include  any of the  Partnership
          Parks' assets.

          On April 1, 1998,  Six Flags changed its method of accounting  for the
          Partnership  Parks to the equity method of accounting as prescribed by
          Accounting  Principles  Board Opinion 18 and related  interpretations.
          The change was applied  retroactively  to the  beginning of Six Flags'
          1998 fiscal year,  and  accordingly,  the  consolidated  statements of
          operations  for the 1998  Pre-Acquisition  period  reflects Six Flags'
          interests in the  operations  of the  Partnership  Parks on the equity
          method. Six Flags' interests in the Partnership Parks were transferred
          to Premier on April 1, 1998 and therefore,  the consolidated statement
          of operations  for the 1998  Post-Acquisition  period ended January 3,
          1999, does not include results of Premier's ownership interests in the
          Partnership  Park  partnerships.  Six Flags changed its accounting for
          the Partnership Parks to reflect in operations  revenues and costs and
          expenses of only those parks  controlled by Six Flags through majority
          ownership.  This  accounting  change had no  cumulative  effect on Six
          Flags'  accumulated  deficit as of December  28, 1997 and no effect on
          net loss for 1997 and 1996.

          The  unaudited  pro  forma  effect   assuming  the  equity  method  of
          accounting for the Partnership Parks was applied retroactively for all
          periods presented is as follows:

<TABLE>
<CAPTION>
                                                               Year ended     Year ended
                                                              December 28,   December 29,
                                                                  1997           1996
                                                              ------------   -----------
<S>                                                           <C>            <C>        
          Revenues, as reported                               $708,666,000   680,876,000
          Revenues, pro forma                                 $531,872,000   528,889,000
                                                              ============   ===========
                                                             
          Operating costs and expenses, as reported           $629,091,000   613,161,000
          Operating costs and expenses, pro forma             $474,928,000   464,693,000
                                                              ============   ===========
                                                             
          Interest expense, net, as reported                  $ 84,430,000    76,530,000
          Interest expense, net, pro forma                    $ 82,856,000    74,979,000
                                                              ============   ===========
</TABLE>


                                      F-14
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


<TABLE>
<CAPTION>
                                                               Year ended     Year ended
                                                              December 28,   December 29,
                                                                  1997           1996
                                                              ------------   -----------
<S>                                                           <C>            <C>        
          Equity in operations of theme park partnerships,
            as reported                                        $        --            --
          Equity in operations of theme park partnerships,
            pro forma                                          $21,057,000     1,968,000
                                                               ===========   ===========  
          Net loss, as reported                                $(3,708,000)  (15,249,000)
          Net loss, pro forma                                  $(3,708,000)  (15,249,000)
                                                               ===========   ===========
</TABLE>

     (b)  Accounting for Off-Season Expenses

          On April 1,  1998,  Six Flags  changed  its method of  accounting  for
          off-season  expenses related to park operations.  Prior to acquisition
          by Premier,  Six Flags  deferred  interim period costs related to park
          operations  and  charged  such  costs  to  interim  periods  based  on
          estimated annual revenues,  substantially  all of which were generated
          in the second and third  quarters of the year.  No costs were deferred
          at the end of a fiscal year.

          The change was applied  retroactively  to the  beginning of Six Flags'
          1998  fiscal  year to conform  with  Premier's  accounting  policy for
          off-season  expenses.  This accounting change had no cumulative effect
          on Six Flags'  accumulated  deficit as of December  28, 1997 and would
          not have had any effect on net loss for 1997 and 1996.  The change had
          the  effect of  increasing  the net loss for the 1998  Pre-Acquisition
          period by approximately $96,654,000.

(3)  Acquisition of SFEC

     On April 1, 1998, Premier acquired all of the outstanding  capital stock of
     SFEC for  $976,000,000,  paid in  cash.  In  addition,  Premier  repaid  at
     closing, assumed or refinanced approximately $1,032,717,000 of Company debt
     (including  approximately  $285,000,000  in aggregate  principal  amount at
     maturity  (carrying  value of  $321,167,000  as of  January 3, 1999) of Six
     Flags 12 1/4 % Series A Senior  Subordinated  Discount  Notes due 2005 (the
     "SFTP Notes") and  approximately  $164,703,000  accreted  value at April 1,
     1998 (carrying  value of  $182,377,000  as of January 3, 1999) of SFEC Zero
     Coupon Notes (the "Old SFEC Notes")).  Premier funded the Acquisition  with
     the proceeds of concurrent public offerings and bank facilities  (including
     a new  $472,000,000  credit  facility  of Six Flags (the "Six Flags  Credit
     Facility")  and  $170,000,000  of 8 7/8% Senior Notes due 2006 of SFEC (the
     "SFEC Notes")).  See Note 8. The proceeds of the SFEC Notes,  together with
     cash  contributed  by Premier,  were  deposited  in escrow and  invested in
     restricted-use investments to provide for the repayment in full at or prior
     to  maturity  in  December  1999 of the Old  SFEC  Notes.  Pursuant  to the
     Acquisition,  Six Flags  transferred to Premier all of its interests in the
     limited partnerships that own the Partnership


                                      F-15
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     Parks,  for  $46,000,000 in cash and Premier's  payment of  $165,686,000 of
     SFEC debt.  Also in  connection  with the  Acquisition,  Premier and Warner
     Bros.  Consumer  Products  Division  entered  into  a  long-term  licensing
     agreement that gives Premier (and its subsidiaries, including Six Flags and
     Premier Parks Operations Inc.) the exclusive theme park usage rights in the
     U.S. and Canada (excluding the Las Vegas, Nevada metropolitan area) for all
     Warner Bros. and DC Comics animated cartoon and comic book characters.

     The following  summarized unaudited pro forma results of operations for the
     years  ended  January  3,  1999 and  December  28,  1997,  assume  that the
     Acquisition  and the related  financings  occurred as of December  30, 1996
     (the first day of the 1997 fiscal year).

                                           Year ended            Year ended
                                           January 3,           December 28,
                                              1999                 1997
                                           ----------           ------------
                                                     (Unaudited)
                                                    (In thousands)

          Total revenues                    $521,131              531,872
          Net loss                           (30,776)             (55,314)

(4)  Fair Value of Financial Instruments

     The recorded amounts for cash and cash  equivalents,  accounts  receivable,
     receivable  from  affiliate,   accounts  payable  and  accrued  liabilities
     approximate  fair value  because of the short  maturity of these  financial
     instruments.  As of  January  3,  1999,  the fair  value  of the  Company's
     restricted-use investments was approximately  $184,930,000.  The fair value
     was  determined  using  quoted  market  prices.  The fair value  estimates,
     methods,   and  assumptions   relating  to  the  Company's  debt  financial
     instruments are discussed in Note 8.


(5)  Property and Equipment

     Property and equipment, at cost, are classified as follows:

                                                   January 3,     December 28,
                                                      1999           1997
                                                  ------------    -----------
     Land                                         $ 94,945,000     50,582,000
     Buildings and improvements                    334,249,000    263,475,000
     Rides and attractions                         405,129,000    389,798,000
     Equipment                                      59,415,000      9,033,000
     Construction-in-process                        34,682,000     55,368,000
                                                  ------------    -----------
     Total                                         928,420,000    768,256,000
     Less accumulated depreciation                  35,507,000    276,119,000
                                                  ------------    -----------
                                                  $892,913,000    492,137,000
                                                  ============    ===========


                                      F-16
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


(6)  Investment in Theme Park Partnerships

     Six Flags Over Georgia

     On  March  18,  1997,   Six  Flags,   Time  Warner  Inc.  and  Time  Warner
     Entertainment  Company, L.P. (TWE) completed arrangements pursuant to which
     a subsidiary  of Six Flags (SFOG II) will manage the Six Flags Over Georgia
     Park through 2026. Under the agreements governing the new arrangements (the
     "Georgia Agreements"),  the Six Flags Over Georgia Park is owned by a newly
     formed limited  partnership  ("Six Flags Over Georgia II") of which SFOG II
     is the managing general partner.

     The key  elements of these  arrangements  are as  follows:  (i) the limited
     partner  (which is not  affiliated  with Six Flags)  will  receive  minimum
     annual  distributions  of $18,500,000  commencing in 1997,  increasing each
     year  thereafter  in  proportion  to  increases  in  the  cost  of  living;
     thereafter,  SFOG II will be entitled to receive from available cash (after
     provision for reasonable reserves and after capital  expenditures per annum
     of approximately 6% of prior year revenues) a management fee equal to 3% of
     the prior year's gross revenues; and, thereafter,  any additional available
     cash will be distributed 95% to SFOG II and 5% to the limited partner; (ii)
     in the  second  quarter  of 1997,  a  subsidiary  of SFTP  (the  "SFTP-SFOG
     Subsidiary") and a subsidiary of SFEC (the "SFEC-SFOG  Subsidiary")  made a
     tender offer for partnership interests ("SFOG LP Units") in Six Flags Fund,
     Ltd.  (L.P.),  which  owns 99% of the  limited  partner  of Six Flags  Over
     Georgia II, that valued the Six Flags Over  Georgia  Park at the greater of
     $250,000,000  or 8.0 times 1997 EBITDA of the Six Flags Over  Georgia  Park
     (the "SFOG Tender Offer Price"); (iii) commencing in 1998, and on an annual
     basis  thereafter,  the SFTP-SFOG  Subsidiary and the SFEC-SFOG  Subsidiary
     will offer to  purchase  additional  SFOG LP Units at a price  based on the
     greater of the SFOG Tender  Offer Price or the EBITDA of the Six Flags Over
     Georgia  Park  for the  prior  four  years  (provided  that  no  more  than
     $50,000,000  of  such  SFOG LP  Units  will be  acquired  by the  SFTP-SFOG
     Subsidiary);  and (iv) in 2026, Six Flags and its affiliates  will have the
     option to acquire the Six Flags Over  Georgia  Park at a price based on the
     Tender Offer Price,  increased in proportion to the increase in the cost of
     living between  December 1996 and December 2026.  SFEC,  SFTP,  Time Warner
     Inc. and TWE have  guaranteed  certain of the  obligations  (including  the
     minimum annual  distributions  noted in (i) above) of SFOG II and Six Flags
     Over  Georgia  II  under  the  Georgia  Agreements,  and  in  consideration
     therefor,  SFOG II  agreed  to  assign  to SFTP at  least  90% of the  cash
     distributions it received from time to time from Six Flags Over Georgia II.
     See Note 2.
     
     On May 6,  1997,  in  connection  with  the  closing  of the  tender  offer
     described  above,  the SFTP-SFOG  Subsidiary  and the SFEC-SFOG  Subsidiary
     purchased  approximately  17% and 8%,  respectively,  of SFOG LP Units  for
     approximately  $42,400,000 and $20,300,000,  respectively.  The purchase of
     SFOG LP Units  entitles each such  purchaser  the right to receive  minimum
     annual  distributions and any residual  distributions (5% of available cash
     after the minimum annual distributions and management fee distributions) in
     proportion to the  percentage  amounts  purchased.  The purchase of SFOG LP
     Units 


                                      F-17
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     by the SFTP-SFOG  Subsidiary was financed  through a drawdown on Six Flags'
     secured  revolving  line of credit  available  for  acquisitions  under the
     Credit  Agreement  and  the  purchase  of SFOG LP  Units  by the  SFEC-SFOG
     Subsidiary  was financed  through loans from TWE,  which were  subsequently
     refinanced with demand loans. See Note 7. Purchases of SFOG LP units in the
     1998 tender offer were less than $25,000.

     In  connection  with  the  purchase  of the  SFOG LP  Units,  approximately
     $49,800,000 of the excess of cost over net assets acquired  associated with
     this  investment was being  amortized over 30 years.  The net investment in
     SFOG LP  Units  was  presented  as part of the  investment  in  theme  park
     partnerships prior to the Acquisition. Accumulated amortization at December
     28, 1997 amounted to $2,582,000.

     Six Flags Over Texas

     On November 24, 1997, Six Flags, Time Warner Inc. and TWE completed 
     arrangements pursuant to which Six Flags Over Texas, Inc., a wholly-owned
     subsidiary of SFTP ("SFOT II"),  will manage the Six Flags Over Texas Park
     through 2027.  Under the agreements governing the new arrangements (the
     "Texas Agreements"), the Six Flags Over Texas Park will continue to be 
     owned by Texas Flags Ltd., a limited  partnership  ("Six Flags Over Texas")
     of which SFOT II is the managing general partner.

     The key  elements of these  arrangements  are as  follows:  (i) the limited
     partner  (which is not  affiliated  with Six Flags)  will  receive  minimum
     annual  distributions  of $27,700,000  commencing in 1998,  increasing each
     year  thereafter  in  proportion  to  increases  in  the  cost  of  living;
     thereafter,  SFOT II will be entitled to receive from available cash (after
     provision for reasonable reserves and after capital  expenditures per annum
     of approximately 6% of prior year revenues) a management fee equal to 3% of
     the prior year's gross revenues; and, thereafter,  any additional available
     cash will be  distributed  92.5% to SFOT and 7.5% to the  limited  partner;
     (ii) in the first  quarter of 1998,  a subsidiary  of SFTP (the  "SFTP-SFOT
     Subsidiary")  and  a  subsidiary  of  SFEC  (the  "SFEC-SFOT   Subsidiary")
     commenced a tender offer for partnership interests ("SFOT LP Units") in Six
     Flags Over Texas,  Ltd., which owns 99% of the limited partner of Six Flags
     Over  Texas,  that  values the Six Flags Over Texas Park at the  greater of
     $375,000,000 or 8.5 times 1998 EBITDA of the Six Flags Over Texas Park (the
     "SFOT Tender Offer  Price");  (iii)  commencing  in 1999,  and on an annual
     basis  thereafter,  the SFTP-SFOT  Subsidiary and the SFEC-SFOT  Subsidiary
     will offer to  purchase  additional  SFOT LP Units at a price  based on the
     greater of the SFOT Tender  Offer price or the EBITDA of the Six Flags Over
     Texas Park for the prior four  years;  and (iv) in 2027,  Six Flags and its
     affiliates will have the option to acquire the Six Flags Over Texas Park at
     a price based on the SFOT Tender Offer Price,  increased in  proportion  to
     the increase in the cost of living between December 1997 and December 2027.
     SFEC,  SFTP,  Time  Warner  Inc.  and TWE have  guaranteed  certain  of the
     obligations (including the minimum annual distributions noted in (i) above)
     of SFOT under the Texas  Agreements.  See Note 2.


                                      F-18
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     In connection with the entering into the Texas Agreements,  a subsidiary of
     SFEC  loaned  $10,725,000  to the Six Flags Over Texas  Partnership  during
     December  1997  as  a  prepayment  of  its  obligations   under  the  Texas
     Agreements.  This amount has been included in the  Company's  investment in
     theme park partnerships as of December 28, 1997.

     The  tender  offer for SFOT LP Units  closed on March 12,  1998.  Six Flags
     purchased  approximately 33% of these units for approximately  $117,984,000
     through the  SFEC-SFOT  Subsidiary  and financed the purchase of such units
     through loans.

     The  summarized  results  of the  Partnership  Parks  for the  period  from
     December 29, 1997 to March 31, 1998 are as follows:

          Revenues                                                 $ 10,168,000
          Expenses:                                           
            Operating expenses                                       18,435,000
            Selling, general and administrative                       2,859,000
            Costs of products sold                                      993,000
            Depreciation and amortization                             3,286,000
            Interest expense, net                                       640,000
                                                                   ------------ 
                     Total                                           26,213,000
                                                                   ------------ 
          Net loss                                                 $(16,045,000)
                                                                   ============ 

     Changes in the  investment  in theme park  partnerships  for the year ended
     December 28, 1997 are as follows:

          Balance at beginning of period                           $ 19,135,000
          Capital additions made by the theme parks                  16,147,000
          Operations, net of distributions to the limited partners   18,633,000
          Distributions to Six Flags                                (24,126,000)
          Amortization                                              (11,515,000)
                                                                   ------------
                                                                     18,274,000
                                                                   ------------
          Purchase of SFOG limited partnership units                 62,678,000
          Amortization                                               (2,582,000)
                                                                   ------------
                                                                     60,096,000
                                                                   ------------
          Advance to SFOT                                            10,725,000
                                                                   ------------
                                                                   $ 89,095,000
                                                                   ============

     As of the Acquisition,  the Company's investment in theme park partnerships
     was  transferred  to  Premier  in  exchange  for  $46,000,000  in cash  and
     Premier's payment of $165,686,000 of Company borrowings. See Note 13.


                                      F-19
                                                                     (Continued)
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     The following  summarized unaudited pro forma results of operations for the
     period  from  December  29,  1997 to March 31,  1998 and for the year ended
     December 28, 1997,  assume the transfer of the  Company's  interests in the
     Partnership  Parks had  occurred  on  December  30,  1996 (the first day of
     SFEC's 1997 fiscal year):

                                             Period from
                                             December 29,         Year ended
                                               1997 to           December 28,
                                            March 31, 1998           1997
                                            --------------       ------------
                                                        (Unaudited)
                                                       (in thousands)

     Revenues                                 $  23,403            531,872
     Net loss                                  (130,509)           (24,765)

(7)  Short-Term Borrowings

     Short-term  borrowings  at January 3, 1999 and December 28, 1997 consist of
     the following:
<TABLE>
<CAPTION>
                                                                      January 3,     December 28,
                                                                         1999            1997
                                                                      ----------     ------------
<S>                                                                   <C>             <C>       
     8.5% Note payable to Chase Bank, due March 31, 1998              $       --      19,778,000
     7.2% Note payable to TWE, due March 31, 1998                             --      10,725,000
                                                                      ----------     ------------
                                                                      $       --      30,503,000
                                                                      ==========     ============
</TABLE>

     The  proceeds  from the note  payable to Chase  Bank were used to  purchase
     approximately  8% of SFOG LP Units  pursuant  to the tender  offer for such
     units. The proceeds from the TWE note payable were loaned to Six Flags Over
     Texas Partnership in connection with the Texas Agreements.  See Note 6. The
     weighted average interest rate of short-term  borrowings  outstanding as of
     December 28, 1997 was 8.5%. These short-term  borrowings were refinanced in
     March 1998 at the time of the  financing  of the initial  tender  offer for
     SFOT LP units through a $165,000,000 facility. The new facility was paid in
     full  at the  time  of the  Acquisition  by  Premier  in  exchange  for the
     interests in the theme park partnerships previously owned by SFEC.


                                                                     (Continued)

                                      F-20
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


(8)  Long-Term Debt

     At January 3, 1999 and December 28, 1997, long-term debt consists of:
<TABLE>
<CAPTION>
                                                                                   January 3,        December 28,
                                                                                      1999              1997
                                                                                 --------------      ------------ 
<S>                                                                              <C>                 <C>        
     Long-term debt:                                           
         Old Credit Agreement (a)                                                $           --      348,500,000
         SFEC Notes (b)                                                             170,000,000               --
         SFEC Zero Coupon Notes (b)                                                 182,877,000      161,074,000
         SFTP Senior Subordinated Notes (c)                                         321,167,000      269,925,000
         Credit Facility (d)                                                        409,750,000               --
         Other                                                                        1,050,000               --
                                                                                 --------------      ----------- 
                                                                                  1,084,844,000      779,499,000
                                                               
     Less current portion, in 1999 primarily the SFEC Zero          
         Coupon Notes (carrying value of $182,877,000 as of    
         January 3, 1999) which have been prefunded with                            184,370,000       26,130,000
         restricted-use investments.  See note (b)                               --------------      -----------
                                                                                 $  900,474,000      753,369,000
                                                                                 ==============      ===========
</TABLE>

     (a)  In 1995, SFTP entered into a $600,000,000  credit  agreement (the "Old
          Credit  Agreement") with a group of lenders.  The Old Credit Agreement
          consisted  of a  $345,000,000  Tranche  A  Senior  Secured  Term  Loan
          Facility (the "Tranche A Term  Facility"),  a  $130,000,000  Tranche B
          Senior  Secured Term Loan  Facility  (the  "Tranche B Term  Facility")
          (together  the  "Term  Facilities"),  and a Senior  Secured  Revolving
          Credit Facility (the  "Revolving  Facility").  The Revolving  Facility
          provided  for  revolving  loans to SFTP and the issuance of letters of
          credit for the account of SFTP in an aggregate  principal amount of up
          to  $125,000,000,   of  which  not  more  than  $12,000,000  could  be
          represented  by  letters  of  credit.  The  interest  rates  per annum
          applicable to the Tranche A Term Facility and Revolving  Facility were
          LIBOR plus 2.50%,  as adjusted  semi-annually.  The interest  rate per
          annum  applicable to the Tranche B Term Facility was LIBOR plus 3.00%,
          as  adjusted  semi-annually.  The amounts  outstanding  under the Term
          Facilities  were  $307,500,000  at  December  28,  1997.  The  amounts
          borrowed  against the Revolving  Facility as of December 28, 1997 were
          $41,000,000.  As of December 28, 1997,  the Company had  $9,300,000 in
          letters of credit outstanding.

          SFTP was  required  to pay a per  annum  fee  equal to  2.50%,  plus a
          fronting fee of 0.25%,  of the  aggregate  face amount of  outstanding
          letters of credit  under the  Revolving  Facility  and a per annum fee
          equal to 0.50% on the undrawn portion of the commitments in respect of
          the Revolving Facility.

          In  connection  with the  Acquisition,  in  April  1998,  the  Company
          satisfied all amounts then outstanding  under the Old Credit Agreement
          and the Old Credit Agreement was terminated.


                                                                     (Continued)

                                      F-21
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     (b)  On April 1, 1998, SFEC issued  $170,000,000  principal  amount of SFEC
          Notes,  which  are  senior  obligations  of SFEC.  The SFEC  Notes are
          guaranteed on a fully  subordinated  basis by Premier.  The SFEC Notes
          require annual interest payments of approximately  $15,100,000 (8 7/8%
          per annum) and, except in the event of a change of control of SFEC and
          certain other  circumstances,  do not require any  principal  payments
          prior to their  maturity in 2006.  The SFEC Notes are  redeemable,  at
          SFEC's  option,  in whole or in part, at any time on or after April 1,
          2002,  at varying  redemption  prices.  The net  proceeds  of the SFEC
          Notes,  together  with other funds,  were  invested in  restricted-use
          securities to provide for the repayment in full on or before  December
          15,  1999 of the SFEC Zero  Coupon  Notes  (with a  carrying  value of
          $182,877,000 at January 3, 1999).

          The  indenture  under  which the SFEC  Notes  were  issued  limits the
          ability of SFEC and its  subsidiaries  to  dispose  of  assets;  incur
          additional indebtedness or liens; pay dividends;  engage in mergers or
          consolidations; and engage in certain transactions with affiliates.

     (c)  The SFTP  Senior  Subordinated  Notes were  issued in an aggregate 
          principal amount of $285,000,000 at a  discount  and  effective  in 
          1999 require interest payments of approximately $34,900,000 per annum
          (12 1/2% per annum).  The first interest payment was paid in  December
          1998.  Except in certain circumstances, no principal  payments are 
          required  prior to their maturity in 2005. The SFTP Senior 
          Subordinated Notes are guaranteed on a senior subordinated basis by 
          the principal  operating  subsidiaries of SFTP. The Notes are 
          redeemable,  at SFTP's option,  in whole or in part, at any time on or
          after June 15, 2000, at varying  redemption prices. As a result of the
          application  of purchase  accounting,  the carrying  value of the SFTP
          Senior Subordinated Notes was increased to $318,500,000, which was the
          estimated  fair value at the  Acquisition  date,  April 1,  1998.  The
          premium that resulted from the  adjustment of the carrying  value will
          be  amortized as a reduction  to interest  expense over the  remaining
          term of the SFTP  Senior  Subordinated  Notes  and will  result  in an
          effective interest rate of approximately 9 3/4%.

          The  indenture  under  which the SFTP Senior  Subordinated  Notes were
          issued limits the ability of SFTP and its  subsidiaries  to dispose of
          assets; incur additional indebtedness or liens; pay dividends;  engage
          in mergers or consolidations;  and engage in certain transactions with
          subsidiaries and affiliates.

     (d)  On April 1, 1998, SFTP entered into the Credit  Facility,  pursuant to
          which it had  outstanding  $409,750,000 at January 3, 1999. The Credit
          Facility  includes  (i)  a  $100,000,000  five-year  revolving  credit
          facility used to refinance Six Flags bank  indebtedness as of April 1,
          1998 and for working capital and other general corporate  purposes (of
          which  $38,000,000  was  outstanding  on January 3, 1999);  and (ii) a
          $372,000,000  term loan facility (the "Term Loan Facility")  which was
          fully  drawn on  January  3,  1999.  Borrowings  under  the Term  Loan
          Facility  will  mature  on  November  30,  2004.  However,   aggregate
          principal  payments and reductions of $1,000,000  are required  during
          each of the first, second, third and fourth years; aggregate principal
          payments of $25,000,000 and $40,000,000 are required in years five and
          six, respectively,  and $303,000,000 at maturity. Borrowings under the
          Credit Facility are secured by substantially all of the assets of


                                                                     (Continued)

                                      F-22
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


          SFTP and its  subsidiaries  and a pledge of the stock of SFTP, and are
          guaranteed by such subsidiaries and SFEC.

          The Credit Facility contains  restrictive  covenants that, among other
          things,  limit the ability of SFTP and its  subsidiaries to dispose of
          assets; incur additional indebtedness or liens; pay dividends, (except
          that, subject to covenant  compliance,  dividends will be permitted to
          allow SFEC to meet cash pay interest  obligations  with respect to the
          SFEC Notes); repurchase stock; make investments;  engage in mergers or
          consolidations  and engage in certain  transactions  with subsidiaries
          and affiliates.  In addition,  the Credit Facility  requires that SFTP
          comply with certain specified financial ratios and tests.

          Annual  maturities of long-term debt during the five years  subsequent
          to January 3, 1999, are as follows:

               1999                     $  184,370,000
               2000                          1,493,000
               2001                          1,065,000
               2002                          7,000,000
               2003 and thereafter         890,916,000
                                        --------------
                                        $1,084,844,000
                                        ==============

          The following  table reflects the condensed  financial  information of
          Premier (guarantor of the 8 7/8% SFEC Notes described in (b) above).

                                                      (in thousands)
<TABLE>
<CAPTION>
<S>                                             <C>             <S>                                           <C>       
       Assets:                                                  Liabilities and stockholders' equity:
          Cash and cash equivalents             $  320,411         Current liabilities                        $   22,888
          Restricted-use investment securities      22,734                                                    ----------
          Other current assets                      38,067         Long-term debt                                550,896
                                                ----------
                Total current assets               381,212
                                                                   Other long-term liabilities                       568
          Other assets                              21,757
                                                                   Deferred income taxes                             217
          Restricted-use investments               111,576
                                                                   Stockholders' equity                        1,626,565
          Investment in subsidiaries             1,432,883                                                    ----------

          Investment in theme park partnerships    226,324

          Property and equipment, net               23,758

          Intangible assets, net                     3,624
                                                ----------               Total liabilities and
                Total assets                    $2,201,134                   stockholders' equity             $2,201,134
                                                ==========                                                    ==========
</TABLE>


                                                                     (Continued)

                                      F-23
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


<TABLE>
<CAPTION>
<S>                                             <C>      <S>                                           <C>  
Revenue                                  $      340      Cash flow information:
                                         ----------         Cash flows from operating activities       $  (17,367)
Operating costs and expenses:                                                                          ----------
   Selling, general and  administrative       9,351      Cash flows from investing activities:
   Noncash compensation                       5,687         Additions to property and  equipment          (23,970)
   Depreciation and amortization                166         Investment in theme park partnerships        (217,641)
                                         ----------                                             
     Total operating costs and expenses      15,204         Acquisitions of theme park companies       (1,000,065)
                                         ----------                             
     Loss from operations                  (14,864)        Investment in subsidiaries                    (39,030)
                                         ---------- 
Other income (expense):                                     Purchase of restricted-use investments       (145,675)
                                                         
   Interest expense                         (41,031)        Maturities of restricted-use
   Interest income                           20,593           investments                                  11,365
                                                                                                       ----------
   Equity in operations of theme park                                                                  (1,415,016)
     partnerships                            21,002                                                    ----------
                                         ----------
       Total other income (expense)             564      Cash flows from financing activities:
                                         ----------                 
       Loss before income                                   Proceeds from borrowings                      531,703
         taxes                              (14,300)        Net cash proceeds from issuance
Income tax benefit                           (5,918)          of stock                                  1,256,319
                                         ----------
                                                            Payment of preferred dividends                (11,644)
       Net loss                          $   (8,382)        Payment of debt issuance costs                (23,584)
                                         ==========                                                    ----------
                                                                                                        1,752,794
       Net loss applicable                                                                             ----------
         to common stock                 $  (25,848)        Increase in cash and cash equivalents      $  320,411
                                         ==========                                                    ==========
</TABLE>

          As discussed in (a) to (d), the long-term debt of the Company has been
          issued by both SFEC and by one of its  subsidiaries,  SFTP.  SFEC does
          not guarantee the SFTP Senior  Subordinated  Notes.  SFEC is a holding
          company with limited  assets other than its investment in SFTP and the
          restricted-use  investments  that  will be used to repay the SFEC Zero
          Coupon Notes. Additionally, SFEC does not have any operating income or
          operating  cash flow  outside of interest  payments on the SFEC Notes.
          The  vast  majority  of the  SFEC  consolidated  assets,  liabilities,
          operations  and cash  flows  are  those of  SFTP.  As such,  condensed
          information of SFEC and of consolidated SFTP is not presented.

          The debt indentures or credit facility  agreements  generally restrict
          the ability of the obligors to distribute  assets to parent  companies
          or in the  case  of  SFEC  to its  stockholder.  The  following  table
          discloses the amounts available for distribution (other than permitted
          payments  in  respect  of shared  administrative  and other  corporate
          expenses  and tax  sharing  payments)  at January 3, 1999 by each debt
          group based upon the most restrictive applicable limitation.

                                                          Amount
                                                        Available
                                                      -------------
                                                      (in thousands)

               SFEC                                    $   111,226
               SFTP                                          3,772

          The  fair  value  of the  Company's  long-term  debt is  estimated  by
          discounting  the  future  cash  flows  of  each  instrument  at  rates
          currently  offered to the  Company  for similar  debt  instruments  of
          comparable  maturities  by the Company's  investment  bankers or based
          upon quoted market prices. The fair value of


                                                                     (Continued)

                                      F-24
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     the  Company's  long-term  debt as of January 3, 1999 and December 28, 1997
     was approximately $1,084,702,000 and $822,100,000, respectively.

(9)  Income Taxes

     Income tax expense  allocated to operations  for the 1998  Post-Acquisition
     period,  1998  Pre-Acquisition  period,  1997  and  1996  consists  of  the
     following:

                                      Current       Deferred        Total
                                      -------       --------        -----

     Post-Acquisition 1998:
       U.S. federal                 $        --    29,972,000    29,972,000
       State and local                       --     4,541,000     4,541,000
                                    -----------    ----------    ----------
                                    $        --    34,513,000    34,513,000
                                    ===========    ==========    ==========

     Pre-Acquisition 1998:
       U.S. federal                 $        --            --            --
       State and local                       --            --            --
                                    -----------    ----------    ----------
                                    $        --            --            --
                                    ===========    ==========    ==========

     1997:
       U.S. federal                 $        --            --            --
       State and local                       --            --            --
                                    -----------    ----------    ----------
                                    $        --            --            --
                                    ===========    ==========    ==========

     1996:
       U.S. federal                 $        --     4,369,000     4,369,000
       State and local                       --       768,000       768,000
                                    -----------    ----------    ----------
                                    $        --     5,137,000     5,137,000
                                    ===========    ==========    ========== 


                                                                    (Continued)

                                      F-25

<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


Income tax expense (benefit) differed from amounts computed by applying the U.S.
federal income tax rate of 35% to income (loss) before income taxes as follows:

<TABLE>
<CAPTION>
                                             1998           1998
                                             Post-          Pre-
                                          Acquisition   Acquisition
                                            Period         Period          1997           1996
                                          -----------   -----------      ---------      ---------
<S>                                       <C>           <C>             <C>            <C>        
Computed "expected" federal income
  tax expense (benefit)                   $22,118,000   (50,281,000)    (1,298,000)    (3,539,000)
Amortization of goodwill                   10,480,000       777,000      2,866,000      2,287,000
Other, net                                     19,000       (60,000)      (327,000)        68,000
Carryover of net operating losses                  --    49,564,000     (1,241,000)     5,822,000
Effect of state and local income taxes,
  net of federal tax benefit                1,896,000            --             --        499,000
                                          -----------    ----------     ----------     ----------
                                          $34,513,000            --             --      5,137,000
                                          ===========    ==========     ==========     ==========
</TABLE>

Substantially  all  of  the  Company's  future  taxable  temporary   differences
(deferred tax liabilities) relate to the different financial  accounting and tax
bases  resulting  from the  application  of purchase  method of  accounting  for
business  combinations  and  depreciation  methods and periods for  property and
equipment.  The Company's net operating loss carryforwards,  alternative minimum
tax carryforwards,  accrued insurance expenses, and asset tax basis in excess of
financial basis,  represent future income tax deductions  (deferred tax assets).
The tax  effects  of these  temporary  differences  as of  January  3,  1999 and
December 28, 1997, are presented below:

                                                  January 3,     December 28,
                                                    1999             1997
                                                 ------------    ------------

Deferred tax assets before valuation allowance   $123,993,000     103,138,000
Less valuation allowance                                   --     (15,921,000)
                                                 ------------    ------------
Net deferred tax assets                           123,993,000      87,217,000
Deferred tax liabilities                          223,326,000      87,217,000
                                                 ------------    ------------
Net deferred tax liability                       $ 99,333,000              --
                                                 ============    ============


                                                                     (Continued)

                                      F-26

<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


The following details the material financial and tax differences  comprising the
deferred tax asset and deferred tax liability above.

<TABLE>
<CAPTION>
                                                          January 3,     December 28,
                                                            1999            1997
                                                         ------------    ------------
<S>                                                      <C>              <C>       
Deferred tax assets:
    Property and equipment - tax basis in excess of
       financial basis                                   $         --      55,467,000
    Net operating loss carryforwards                       89,025,000      43,071,000
    Other                                                  34,968,000       4,600,000
                                                         ------------    ------------
                                                         $123,993,000     103,138,000
                                                         ============    ============
Deferred tax liabilities:
    Property and equipment - financial basis in excess
       of tax basis                                      $217,515,000      33,736,000
    Deferral related to tax and fiscal year difference             --      46,225,000
    Other                                                   5,811,000       7,256,000
                                                         ------------    ------------
                                                         $223,326,000      87,217,000
                                                         ============    ============
</TABLE>

Because most of the Company's  Post-Acquisition  depreciable  assets'  financial
carrying amounts and tax basis differences will reverse before the expiration of
the  Company's  net  operating  loss  carryforwards  and taking into account the
Company's projections of future taxable income over the same period,  management
believes  that the Company  will more  likely  than not realize the  benefits of
these net future  deductions.  As a result,  no  valuation  allowance  is deemed
necessary as of January 3, 1999.

As of  January  3, 1999,  the  Company  has  approximately  $236,000,000  of net
operating  loss  carryforwards  available for federal  income tax purposes which
expire through 2013.  Additionally,  the Company has approximately $4,728,000 of
alternative minimum tax credits which have no expiration date.

The Company has  experienced an ownership  change within the meaning of Internal
Revenue  Code  Section  382 and the  regulations  thereunder  as a result of the
Acquisition by Premier.  Due to this ownership  change, no more than $49,200,000
of such net operating loss carryforwards may be used to offset taxable income in
any year.  Furthermore,  the  amount of such NOLs that can be used is limited to
the cumulative taxable income of Six Flags.  Notwithstanding  these limitations,
management  believes  that it is more likely than not that all of the  Company's
net operating  loss  carryforwards  will be utilized by the Company before their
expiration.


                                                                     (Continued)

                                      F-27
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


(10) Stockholders' Equity

     (a)  Pre-Acquisition Capital Structure

          Prior to the  Acquisition,  SFEC's  outstanding  equity  consisted  of
          5,100,000 shares of Class A Convertible  Preferred Stock, par value of
          $.01 per  share,  4,900,000  shares of Class B  Convertible  Preferred
          Stock, par value of $.01 per share, 51 shares of Class A Common Stock,
          par value $.01 per share  ("Class A Common  Stock"),  and 49 shares of
          Class B Common  Stock,  par  value  $.01 per  share  ("Class  B Common
          Stock").  The Class A  Convertible  Preferred  Stock had a liquidation
          preference  per share of $40 plus accrued and unpaid  dividends to the
          liquidation date. Dividends accrued on the outstanding shares of Class
          A Convertible  Preferred Stock on a daily basis at the rate of 12% per
          annum, compounded semi-annually on December 1 and June 1 of each year.
          Accrued and unpaid  dividends  for the Class A  Convertible  Preferred
          Stock were  $69,500,000  at December 28, 1997. The Class B Convertible
          Preferred  Stock had a  liquidation  preference  per share of $40.  No
          dividends accrued on the Class B Convertible  Preferred Stock.  SFEC's
          Class A  Convertible  Preferred  Stock and Class A Common  Stock  were
          further  divided  into  shares  of  voting  stock  (known as Class A-1
          Convertible Preferred Stock and Class A-1 Common Stock,  respectively)
          and non-voting  stock (known as Class A-2 Convertible  Preferred Stock
          and Class A-2 Common Stock,  respectively).  The non-voting  shares of
          each such  class were  created  for the  benefit of certain  regulated
          entities (each a "Regulated Holder") whose ability to own voting stock
          was restricted.  Shares of Class A-1  Convertible  Preferred Stock and
          Class A-1 Common Stock could have been exchanged by a Regulated Holder
          on a share-for-share basis for non-voting shares of such class. Shares
          of Class A-2  Convertible  Preferred  Stock and Class A-2 Common Stock
          could have been exchanged on a share-for-share basis for voting shares
          of each such class if such shares were held by a person  other than by
          a Regulated Holder.  Except for voting rights specifically accorded to
          a particular  class under Delaware law, the shares of Class A-1 Common
          Stock and Class B Common  Stock voted  together  as a single  class on
          matters requiring stockholder action.

          Six Flags entered into an Employment  Agreement ("the Agreement") with
          an  Executive  (the  "Executive")  whereby  SFEC agreed to reserve for
          issuance  a certain  number of  shares  of Class B Common  Stock  (the
          "Reserved Shares"),  as defined in the Agreement.  The Reserved Shares
          were to become vested on December 31, 2000, subject to the Executive's
          employment  having  continued  through  such date or prior  thereto if
          certain  events  occurred  as  defined  in  the  Agreement,  including
          change-of-control  provisions.  Six Flags has recognized  compensation
          expense related to the Reserved Shares during the 1998 Pre-Acquisition
          period, 1997, and 1996.

          Under  the  Agreement,  the  Executive  was also  granted  options  to
          purchase shares of SFEC's Class B Common Stock. Included was an option
          to  purchase an  additional  163,936  shares of SFEC's  Class B Common
          Stock (the  "Tranche 1  Option"),  and a second  option to purchase an
          additional 327,872 shares of SFEC's Class B Common Stock (the "Tranche
          2 Option").  The exercise price of the Tranche 1 Option was based on a
          September  1995  exercise  price of $40.64 per share,  increasing at a
          cumulative  annual rate of 10%.  The  exercise  price of the Tranche 2
          Option  was based on a  September  1995  exercise  price of $40.94 per
          share increasing at a cumulative


                                                                     (Continued)

                                      F-28
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


          annual  rate of 15%.  On each  September  15 while the  Executive  was
          employed under the  Agreement,  the number of shares of SFEC's Class B
          Common Stock  reserved  for issuance  under the terms of the Tranche 1
          Option  decreased by 5,858.9  shares.  At the same time, the Executive
          was granted a like number of additional  Reserved Shares. In addition,
          SFEC granted  additional options for the purchase of 327,872 shares of
          SFEC's Class B Common Stock to members of  management of Six Flags and
          its  subsidiaries.  The terms of these  options  were  similar  to the
          Tranche 1 Option and Tranche 2 Option described above.

          The options were to become  exercisable only if there was a triggering
          event,  as defined in the stock  option plan  agreement.  Accordingly,
          prior to the triggering event, these stock options had been treated as
          if they were unissued due to the uncertainty regarding the Executive's
          and other management employees' ability to exercise such options. As a
          result of the Acquisition  causing the options and the Reserved Shares
          to vest,  Six Flags  recognized  $46,061,000 of  compensation  expense
          associated  with the options and the Reserved  Shares  during the 1998
          Pre-Acquisition period.

     (b)  Post-Acquisition Capital Structure

          As a component  of the  Acquisition,  the  capitalization  of SFEC was
          modified. Post-Acquisition, SFEC's capital structure consists of 1,000
          shares of $.05 common  stock.  All 1,000  shares of common  stock have
          been issued,  with all of the shares owned by Premier.  All previously
          outstanding SFEC shares were retired.


(11) Pension Benefits

     Six Flags  maintains a  noncontributory,  defined benefit pension plan (the
     "Benefit Plan").  The Benefit Plan covers  substantially  all of Six Flags'
     full-time  employees.  Subsequent to January 3, 1999,  the Benefit Plan was
     extended to cover substantially all of Premier's full-time  employees.  The
     Benefit Plan permits normal  retirement at age 65, with early retirement at
     ages 55 through 64 upon  attainment of ten years of credited  service.  The
     early retirement benefit is reduced for benefits  commencing before age 62.
     Benefit Plan benefits are calculated  according to a benefit  formula based
     on age, average compensation over the highest consecutive  five-year period
     during the  employee's  last ten years of employment and years of service.
     Benefit  Plan  assets are  invested  primarily  in common  stock and mutual
     funds.  The Benefit Plan does not have significant  liabilities  other than
     benefit obligations.  Under the Company's funding policy,  contributions to
     the  Benefit  Plan are  determined  using the  projected  unit  credit cost
     method.  This  funding  policy  meets the  requirements  under the Employee
     Retirement Income Security Act of 1974.


                                                                 (Continued)

                                      F-29
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


The following  table sets forth the aggregate  funded status of the Benefit Plan
and the related amounts recognized in the Company's consolidated balance sheets:

<TABLE>
<CAPTION>
                                                                            Period from           Period from
                                                                           April 1, 1998          December 29,
                                                                                to                  1997 to
                                                                            January 3,              March 31,
                                                                               1999                  1998                   1997
                                                                           ------------           -----------            -----------
<S>                                                                        <C>                    <C>                    <C>       
Change in benefit obligation:
    Benefit obligation, beginning of period                                $ 68,712,000            68,912,000            58,702,000
    Service cost                                                              2,444,000               801,000             3,025,000
    Interest cost                                                             3,808,000             1,261,000             4,858,000
    Actuarial (gain) loss                                                       757,000            (1,987,000)            3,444,000
    Benefits paid                                                            (1,063,000)             (275,000)           (1,117,000)
                                                                           ------------           -----------            -----------
    Benefit obligation, end of period                                        74,658,000            68,712,000            68,912,000
                                                                           ------------           -----------            -----------
Change in plan assets:
    Fair value of assets, beginning of period                                85,236,000            77,024,000            60,471,000
    Actual return on plan assets                                              3,097,000             8,488,000            13,584,000
    Employer contributions                                                           --                    --             4,086,000
    Benefits paid                                                            (1,063,000)             (276,000)           (1,117,000)
                                                                           ------------           -----------            -----------
    Fair value of assets, end of period                                      87,270,000            85,236,000            77,024,000
                                                                           ------------           -----------            -----------
Plan assets in excess of benefit obligations                                 12,612,000            16,524,000             8,112,000

Unrecognized net actuarial (gain) loss                                        3,317,000           (16,349,000)           (7,943,000)

Unrecognized prior service cost                                                      --            (1,046,000)           (1,090,000)
                                                                           ------------           -----------            -----------
Prepaid (accrued) benefit cost (included in deposits
    and  other  assets  as  of  January 3, 1999,  other
    long-term liabilities as of December 28, 1997)                         $ 15,929,000              (871,000)             (921,000)
                                                                           ============           ===========            ===========
</TABLE>
                                                                            
Net pension  expense of the Benefit Plan for the 1998  Post-Acquisition  period,
the  1998  Pre-Acquisition   period,  1997,  and  1996  included  the  following
components:

<TABLE>
<CAPTION>
                                           Period from           Period from
                                          April 1, 1998          December 29,
                                               to                  1997 to
                                         January 3, 1999        March 31, 1998              1997                  1996
                                         ---------------        --------------           ---------             ---------
<S>                                        <C>                       <C>                 <C>                   <C>      
Service cost                               $ 2,444,000               801,000             3,025,000             3,133,000
Interest cost                                3,808,000             1,261,000             4,858,000             4,436,000
Expected return on assets                   (5,657,000)           (1,740,000)           (5,496,000)           (4,565,000)
Amortization of:
  Prior service cost                                --               (44,000)             (176,000)             (176,000)
  Actuarial gain (loss)                             --               (53,000)                   --                33,000
                                           -----------            ----------             ---------             ---------
Net periodic cost                          $   595,000               225,000             2,211,000             2,861,000
                                           ===========            ==========             =========             =========
</TABLE>


                                                                     (Continued)

                                      F-30
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


Assumptions  used  in the  determination  the  actuarial  present  value  of the
projected benefit obligations and net pension expense are as follows:

<TABLE>
<CAPTION>
                                              Period from        Period from
                                             April 1, 1998       December 29,
                                                  to               1997 to
                                            January 3, 1999     March 31, 1998           1997            1996
                                            ---------------     --------------           ----            ----
<S>                                             <C>                 <C>                  <C>             <C>  
 Weighted average discount rate                 6.75%               7.25%                7.25%           7.75%
 Long-term rate of return                       9.00%               9.00%                9.00%           9.00%
 Future compensation levels                     4.50%               5.00%                5.00%           6.00%
</TABLE>


(12) 401(k) Plan

     The  Company  has a  qualified,  contributory  401(k)  plan (the "Six Flags
     Savings  Plan").  Under  the  provisions  of the Six  Flags  Savings  Plan,
     employees of Six Flags completing one year of service (minimum 1,000 hours)
     and attaining age 21 are eligible to  participate  and may contribute up to
     6% of compensation as a tax deferred basic  contribution.  Each participant
     may  also  elect  to  make  additional   contributions  of  up  to  10%  of
     compensation  (up to 4% tax deferred).  Tax deferred  contributions  to the
     savings plan may not exceed amounts defined by the Internal Revenue Service
     ($10,000  for  1998;  $9,500  for  1997).  Both the  basic  and  additional
     contributions  are at all times vested.  Six Flags, at its discretion,  may
     make  matching  contributions  of  up  to  100%  of  its  employees'  basic
     contributions.  Six Flags  recognized  contribution  expense  of  $743,000,
     $247,000, $900,000, and $700,000 for the 1998 Post-Acquisition period, 1998
     Pre-Acquisition  period, 1997 and 1996,  respectively.  Six Flags' matching
     contributions  to the  savings  plan are made in the first  quarter  of the
     succeeding  year.  During the first quarter of 1999,  the Six Flags Savings
     Plan was merged into Premier's existing 401(k) plan.


(13) Related Party Transactions

     Transactions with Time Warner  Entertainment  Company,  L.P. and Affiliates
     prior to April 1, 1998

     On December 31, 1997, TWE contributed $4,000,000 to Six Flags. This capital
     is reflected as an affiliate receivable as of December 28, 1997.

     On May 5, 1997,  TWE loaned  $19,500,000 to a  subsidiary  of Six Flags.
     The  proceeds  from  this  affiliate  loan  were  used to  purchase
     approximately  8% of SFOG LP Units  pursuant  to the tender  offer for such
     units.  On December  23,  1997,  this  affiliate  loan,  along with accrued
     interest,  was refinanced with proceeds of a note payable to Chase Bank. On
     November 24, 1997, TWE loaned  $10,725,000 to another Six Flags subsidiary.
     The proceeds of this affiliate loan were loaned to the Six Flags Over Texas
     Partnership  in  connection  with  the  Texas  Agreements.  This  loan  was
     refinanced in March 1998 by a $165,000,000 credit facility with Chase Bank.


                                                                     (Continued)

                                      F-31
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     In 1996 and 1997, Six Flags  reimbursed  TWE and its affiliates  $4,400,000
     and $2,600,000, respectively, for royalties on merchandise, advertising and
     other expenses.

     During 1995,  Six Flags  entered  into a license  agreement  (the  "License
     Agreement") pursuant to which it obtained the exclusive right for a term of
     55 years to theme park use in the United States and Canada  (excluding  the
     Las Vegas,  Nevada  metropolitan  area) of all animated,  cartoon and comic
     book  characters  that Warner Bros. and DC Comics have the right to license
     for such use during the term of the  agreement,  including  all  characters
     which,  prior to the  effectiveness of the License  Agreement,  already had
     been  licensed  by  Warner  Bros.  and DC  Comics  to Six  Flags for use in
     connection with Six Flags' theme parks.

     Under the  License  Agreement,  Six Flags  pays an  annual  license  fee of
     $500,000 for each of the first ten years of the license  term.  Thereafter,
     the license fee will be subject to periodic scheduled increases and will be
     payable on a per-theme  park basis.  The annual  license  fees will also be
     increased by amounts equal to any third-party payments which may be payable
     by  Warner  Bros.  or DC  Comics  as a  result  of the use of any  licensed
     character by Six Flags.

     Six Flags  entered into an amendment to the License  Agreement  ("Amendment
     No. 1") which  provided  the  exclusive  right for a period of three  years
     ending  December  31,  1998,  to theme park use of  elements  contained  in
     released  versions of certain  theatrical  motion  pictures and  television
     shows,  along  with usage of the  "Warner  Bros.  Backlot  Logo" (the "Logo
     Usage"). Each separate motion picture,  television series and/or Logo Usage
     may be utilized only in connection with live shows within Six Flags' parks.
     Six Flags was charged $400,000 in total for the years 1996 and 1997 and was
     charged  $150,000 in 1998 for the rights granted  pursuant to Amendment No.
     1.

     In addition to the annual license fees described  above,  Six Flags is also
     required to pay royalties on sales of products  incorporating  the licensed
     characters at standard royalty rates for such products, subject to increase
     from time to time.  Warner Bros.  will be entitled to terminate the License
     Agreement  prior to the expiration of the stated term if Six Flags,  at any
     time during the term, is directly or indirectly controlled by a person that
     derives significant  revenues from the production or distribution of motion
     pictures or engages in certain other businesses competitive with TWE.

     Six Flags also entered into a license  agreement with TWE pursuant to which
     TWE granted Six Flags a 25-year  license to use the  trademarks and service
     marks  relating to the "Home Box Office" and "HBO" names and the "HBO" logo
     for use in connection  with  operation of  restaurants  in Six Flags' theme
     parks. The TWE license is royalty-free for the first ten years of its term.
     Thereafter,  annual  royalties  will be established  every five years.  Six
     Flags also  entered into an  agreement  entitling  Six Flags (i) to use the
     name "Time Warner" in connection with operating a retail merchandise outlet
     with the name "Time Warner  Studio Store" at Six Flags' theme parks and for
     establishing  a themed area in each of Six Flags'  theme parks to be called
     "Time  Warner  Studios"  and (ii) to stage a concert  series in Six  Flags'
     theme  parks  under the name  "Warner  Music Rock  Review."  Six Flags also
     entered into a license  agreement with the Sports  Illustrated  division of
     Time  Warner  pursuant  to which Time  Warner  granted Six Flags a ten-year
     royalty-free   license  to  use  the  "Sports   Illustrated"   and  "Sports
     Illustrated  for Kids"  trademarks and service marks in connection with the
     operation of a sports festival at Six


                                                                     (Continued)

                                      F-32
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     Flags' theme parks.  The licensor  under each of these  additional  license
     agreements  has the right to  terminate  the  license  granted  thereby if,
     during the stated  term of any such  license  agreement,  the Warner  Bros.
     License  Agreement is terminated for any reason.  The licensor also has the
     right under  certain  circumstances  to suspend the right of any Six Flags'
     theme  parks to use the  licenses  granted  thereby  if the  license is not
     sufficiently utilized in such theme park.

     The License  Agreement  and Amendment  No. 1 thereto  described  above were
     superceded by the License  Agreement  entered into in  connection  with the
     Acquisition  to include  the parks  owned and  operated  by  Premier  Parks
     Operations  Inc.  As it relates to Six Flags,  the terms of the new License
     Agreement are substantially the same as those described above.

     Transactions with Premier Parks Inc. and Affiliates Subsequent to March 31,
     1998

     In  connection  with the  Acquisition,  SFEC,  Premier  and  Premier  Parks
     Operations Inc., also a direct  subsidiary of Premier that owns or controls
     19 parks  ("PPO"),  entered into a shared  services  agreement  pursuant to
     which certain corporate, administrative and other general services provided
     by  Premier  are  charged  to SFEC and PPO,  either  on the  basis of their
     respective revenues or on other relative bases. Allocation of these charges
     are reflected in the accompanying consolidated financial statements.

     Additionally,  as of  the  Acquisition  date,  Six  Flags  transferred  its
     ownership  interests in the Six Flags Over Texas and Six Flags Over Georgia
     partnerships  to Premier for total  consideration  of  $211,686,000  (which
     consisted of $208,082,000  related to the interest in the Partnership Parks
     and  $3,604,000  as a capital  contribution  used to retire  the  remaining
     Company  borrowings  associated  with  the  purchase  of the  units  of the
     Partnership Parks). On the same date, Premier contributed $10,750,000 to 
     Six Flags to establish the restricted-use  investment  associated with the
     SFEC Zero  Coupon  Notes.   Throughout  the  remainder  of  the  year,
     Premier contributed an additional  $18,113,000  to Six Flags for various
     corporate uses.


(14) Commitments and Contingencies

     Total  rental  expense,   including   office  space  and  park  sites,  was
     approximately  $4,751,000,  $1,867,000,  $9,700,000  and $8,500,000 for the
     1998 Post-Acquisition  period, 1998 Pre-Acquisition  period, 1997 and 1996,
     respectively.

     In  December  1998,  a final  judgment  of $197,300,000 in  compensatory
     damages was entered  against SFEC,  SFTP, Six Flags Over Georgia,  Inc. and
     TWE, and a final judgment of $245,000,000  in punitive  damages was entered
     against TWE and of $12,000,000 in punitive  damages was entered against the
     referenced Six Flags entities.  TWE has indicated that it intends to appeal
     the  judgments.  The judgments  arose out of a case entitled Six Flags Over
     Georgia,  L.L.C. et al v. Time Warner  Entertainment  Company,  L.P., et al
     based on certain disputed  partnership  affairs prior to the Acquisition at
     Six Flags Over Georgia,  including  alleged breaches of fiduciary duty. The
     sellers in the  Acquisition,  including Time Warner,  Inc.,  have agreed to
     indemnify  the  Company  from any and all  liabilities  arising out of this
     litigation.


                                                                     (Continued)

                                      F-33
<PAGE>


                       SIX FLAGS ENTERTAINMENT CORPORATION

                   Notes to Consolidated Financial Statements


     The Company is party to various legal actions  arising in the normal course
     of  business.  Matters  that are  probable  of  unfavorable  outcome to the
     Company and which can be reasonably  estimated  are accrued.  Such accruals
     are based on information known about the matters,  the Company's  estimates
     of  the  outcomes  of  such  matters  and  its  experience  in  contesting,
     litigating and settling similar  matters.  None of the actions are believed
     by  management  to involve  amounts that would be material to  consolidated
     financial  condition,  operations,  or  liquidity  after  consideration  of
     recorded accruals.


(15) Business Segments

     Both previous and current management managed the Company's operations on an
     individual  park  location  basis.   Discrete   financial   information  is
     maintained for each park and provided to Company  management for review and
     as a basis for  decision-making.  The primary  performance  measure used to
     allocate resources is earnings before interest, tax expense,  depreciation,
     and  amortization  (EBITDA).  All of the Company's  parks  provide  similar
     products  and  services  through a  similar  process  to the same  class of
     customer  through a consistent  method.  As such,  the Company has only one
     reportable segment - operation of theme parks. The following table presents
     segment  financial  information and a reconciliation of the primary segment
     performance  measure  to income  (loss)  before  income  taxes.  Park level
     expenses exclude all non-cash operating expenses,  principally depreciation
     and amortization.

<TABLE>
<CAPTION>
                                               Period from       Period from
                                              April 1, 1998      December 29,
                                                    to             1997 to
                                             January 3, 1999    March 31, 1998      1997          1996
                                             ---------------    --------------     -------       -------
                                                                        (in thousands)
<S>                                             <C>                 <C>            <C>           <C>    
Theme park revenues                             $ 497,728           33,571         707,578       680,796
Theme park cash expenses                          292,356           82,280         505,903       504,767
                                                ---------         --------         -------       -------
Aggregate park EBITDA                             205,372          (48,709)        201,675       176,029

Amortization of investment in
  theme park partnerships                              --             (393)             --            --
Unallocated net expenses, including
  corporate                                       (11,623)         (54,422)        (36,460)      (22,194)
Depreciation and amortization                     (71,896)         (17,629)        (84,493)      (87,417)
Interest expense, net                             (58,658)         (22,508)        (84,430)      (76,530)
                                                ---------         --------         -------       -------
Income (loss) before income taxes               $  63,195         (143,661)         (3,708)      (10,112)
                                                =========         ========         =======       =======
Theme park revenues                             $ 497,728           33,571         707,578       680,796
Theme park revenues from parks
  accounted for under the equity
  method                                               --          (10,168)             --            --
Other revenues                                         --               --           1,088            80
                                                ---------         --------         -------       -------
                                                $ 497,728           23,403         708,666       680,876
                                                =========         ========         =======       =======
</TABLE>


                                                                     (Continued)

                                      F-34

<PAGE> 
                                    EXHIBIT INDEX


                                                                       PAGE
                                                                       ----

         (3)   Article of Incorporation and By-Laws:
               *(a) Amended and Restated Certificate of Incorporation
                    of Registrant filed April 1, 1998.
               *(b) By-laws of Registrant, as amended.

         (4)   Instruments Defining the  Rights of Security Holders,
               Including Indentures:
               (a)  Indenture  dated as  of  April 1,  1998  between
                    Premier  Parks  Inc.,  Six  Flags  Entertainment
                    Corporation and The Bank of New York, as Trustee
                    with respect  to Six Flags' 8  7/8% Senior Notes
                    due  2006  -   incorporated  by  reference  from
                    Exhibit 4(q) to Premier Parks Inc.'s ("Premier")
                    Registration  Statement  on Form  S-3  (No. 333-
                    45859) declared effective on March 26, 1998.
               (b)  Indenture dated as of  June 25, 1995 between Six
                    Flags Theme Parks  Inc. and United  States Trust
                    Company, as Trustee  with respect  to SFTP's  12
                    1/4% Senior Subordinated Discount Notes due 2005
                    - incorporated by reference from Exhibit 4(t) to
                    Premier's Form 10-K for  the year ended December
                    31, 1998.

         (10)  (a)  Agreement   and  Plan  of  Merger  dated  as  of
                    February 9, 1998,  by and among the  Registrant,
                    Six Flags Entertainment Corporation and others  
                    incorporated by reference  from Exhibit 10(a) to
                    Premier's  Current  Report  on  Form  8-K  dated
                    February 9, 1998.
               (b)  Subordinated Indemnity  Agreement dated February
                    9, 1998, among the Registrant,  the subsidiaries
                    of  the  Registrant named  therein,  Time Warner
                    Inc., the subsidiaries of Time Warner Inc. named
                    therein, Premier and the subsidiaries of Premier
                    named therein -  incorporated by reference  from
                    Exhibit 2(b) to Premier's Registration Statement
                    on  Form S-3 (No.  333-45859) declared effective
                    on March 26, 1998.
               (c)  Credit Agreement  dated as  of April 1,  1998 by
                    and among Six Flags  Theme Parks Inc., Six Flags
                    Entertainment Corporation,  S.F. Holdings, Inc.,
                    the  subsidiary  guarantors  named therein,  the
                    lender parties thereto and the Bank of New York,
                    as Administrative Agent and Lehman Brothers Inc.
                    as  Advisor, Arranger,  and Syndication  Agent -
                    incorporated by reference from Exhibit 10(ar) to
                    Premier's Form 10-K for  the year ended December
                    31, 1998.
               (d)  Overall Agreement dated as  of February 15, 1997
                    among Six Flags Fund, Ltd. (L.P.), Salkin Family
                    Trust, SFG, Inc.,  SFG-I, LLC, SFG-II, LLC,  Six
                    Flags Over Georgia, Ltd.,  SFOG II Inc., SFOG II
                    Employee, Inc., SFOG  Acquisition A, Inc.,  SFOG
                    Acquisition  B, Inc.,  Six  Flags Over  Georgia,
                    Inc.,  Six Flags  Series  of Georgia,  Inc., Six
                    Flags   Theme   Parks,  Inc.,   and   Six  Flags
                    Entertainment  Corporation   -  incorporated  by
                    reference from Exhibit 10(au) to  Premier's Form
                    10-K for the year ended December 31, 1998.
               (e)  Overall Agreement dated as of November  24, 1997
                    among Six  Flags Over  Texas Fund,  Ltd., Flags'
                    Directors, LLC, FD-II,  LLC, Texas Flags,  Ltd.,
                    SFOT Employee,  Inc., SFOT Acquisition  I, Inc.,
                    SFOT  Acquisitions  II,  Inc.,  Six  Flags  Over
                    Texas, Inc., Six Flags Theme Parks Inc., and Six
                    Flags  Entertainment Corporation  - incorporated
                    by  reference from  Exhibit 10(av)  to Premier's
                    Form 10-K for the year ended December 31, 1998.

         *(27)      Financial Data Schedule
         ---------------

         *     Filed herewith.