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

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

                    FOR THE FISCAL YEAR ENDED APRIL 28, 2002

                                       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 0-20538
                                                -------

                           ISLE OF CAPRI CASINOS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>


Delaware                                                    41-1659606
----------------------------------------------------  ----------------------
<S>                                                   <C>
(State or other jurisdiction . . . . . . . . . . . .        (I.R.S. Employer
of incorporation or organization). . . . . . . . . .  Identification Number)

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

Registrant's telephone number, including area code:.          (228) 396-7000
</TABLE>


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

           Securities Registered Pursuant to Section 12(g) Of The Act:
                     Common Stock, $.01 Par Value Per Share
                                (Title of Class)

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

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

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates1  of the Company is $237,850,600, based on the last reported sale
price  of  $16.53  per  share  on  June  14,  2002  on  the NASDAQ Stock Market;
multiplied  by  14,389,026  shares  of  Common  Stock  outstanding  and  held by
non-affiliates  of  the  Company  on  such  date.

As  of  June  14,  2002,  the Company had a total of 28,736,377 shares of Common
Stock  outstanding  (which  excludes  3,106,640  shares held by us in treasury).

1  Affiliates  for  the  purpose  of  this  item  refer  to the directors, named
executive  officers  and/or  persons  owning 10% or more of the Company's common
stock,  both  of  record  and beneficially; however, this determination does not
constitute  an  admission  of  affiliate  status  for  any  of  the  individual
stockholders.

<PAGE>
                       DOCUMENT INCORPORATED BY REFERENCE:

             Document     Part of Form 10-K into which Incorporated
             --------     -----------------------------------------
Isle  of Capri Casinos, Inc.'s Definitive Proxy Statement for its Annual Meeting
            of Stockholders to be held October 8, 2002.     Part III


<PAGE>


                           ISLE OF CAPRI CASINOS, INC.
                                    FORM 10-K
                                      INDEX

                                                                    PAGE
                                                                    ----

 PART I                                                                2
 ------

 ITEM 1.     BUSINESS                                                  2

 ITEM 2.     PROPERTIES                                              39

 ITEM 3.     LEGAL PROCEEDINGS                                       42

 ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     43

 PART II                                                             44
 -------

 ITEM 5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
             STOCKHOLDERS'  MATTERS                                 44

 ITEM 6.     SELECTED FINANCIAL DATA                                45

 ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
             CONDITION  AND  RESULTS  OF  OPERATIONS                49

 ITEM 7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
             ABOUT  MARKET  RISK                                   61

 ITEM 8.     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS            62

 ITEM 9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE               109

 PART III                                                         109
 --------
 ITEM 10.    DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT    109

 ITEM 11.    EXECUTIVE COMPENSATION                               109

 ITEM 12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
             MANAGEMENT                                           109

 ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       109

 PART IV                                                          110
  ------

 ITEM 14.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS
             ON  FORM  8-K                                        110

 SIGNATURES                                                       111


<PAGE>
                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     All  statements  other  than  statements  of  historical  or  current facts
included in this annual report of form 10-K or incorporated by reference herein,
including,  without  limitation,  statements  regarding  our  future  financial
position,  business  strategy, budgets, projected costs and plans and objectives
of  management  for  future  operations,  are  forward-looking  statements.
Forward-looking  statements  generally  can  be  identified  by  the  use  if
forward-looking  terminology  such  as  "may",  "will",  "expect",  "intend",
"estimate",  "anticipate",  "believe"  or  "continue" or the negative thereof or
variations  thereon  or  similar  terminology.  Although  we  believe  that  the
expectations reflected in such forward-looking statements are reasonable, we can
give  no  assurance  that  such  expectations  will  prove to have been correct.
Important  factors that could cause actual results to differ materially from our
expectations  ("cautionary  statements")  are disclosed under "Risk Factors" and
elsewhere  in this annual report of form 10-K, including, without limitation, in
conjunction  with  the forward-looking statements included in this annual report
of  form  10-K.

     We  urge  you  to  review carefully the section "Risk Factors" beginning on
page 10 in this annual report of form 10-K for a more complete discussion of the
risks  of  purchasing  our  common  stock.  All  subsequent  written  and  oral
forward-looking  statements attributable to us, or persons acting on our behalf,
are  expressly  qualified  in  their  entirety  by  the  cautionary  statements.


<PAGE>

PART  I
-------

ITEM  1.          BUSINESS.

OVERVIEW

     We  were  incorporated  in  Delaware  in  February  1990.  We are a leading
developer,  owner  and operator of branded gaming facilities and related lodging
and entertainment facilities in growing markets in the United States.  We wholly
own  and  operate thirteen gaming facilities located in Lake Charles and Bossier
City,  Louisiana;  Lula,  Biloxi,  Vicksburg,  Natchez  and Tunica, Mississippi;
Kansas  City and Boonville, Missouri; Bettendorf, Davenport and Marquette, Iowa;
and  Las  Vegas, Nevada.  We also own a 57% interest in and receive a management
fee  for  operating  a  gaming facility in Black Hawk, Colorado.  All but two of
these  gaming  facilities operate under the name "Isle of Capri" and feature our
distinctive  tropical  island  theme.  In  addition, we wholly own and operate a
pari-mutuel  harness  racing facility in Pompano Beach, Florida.  For the twelve
fiscal months ended April 28, 2002, we had total revenue of $1,085.3 million and
EBITDA  of  $241.3  million.

COMPETITIVE  STRENGTHS

     Strong Brand Identity.  All of our casino properties, with the exception of
our  Davenport and Las Vegas properties, operate under the "Isle of Capri" name,
and  the facilities were designed to incorporate our distinctive tropical island
theme.  Most  of  our  gaming  facilities  contain  similar amenities, including
hotels,  one  or  more  of  our  trademark  restaurants (Farraddays' fine dining
restaurant,  Calypso's buffet, and Tradewinds Marketplace), a Banana Cabana gift
shop,  an  entertainment center for performances and meetings and ample parking.
Each  Isle of Capri branded facility also offers all customers membership in the
Island  Gold  Players  Club  rewards program, which rewards loyal customers with
Isle  Gold  points  and  complimentaries  which  can  be  redeemed at any of our
properties  by  using  our players club card.  We believe our brand name conveys
excitement,  entertainment,  consistent  high-quality  service  and value to our
customers.

     Standardized  Quality  and  Services.  We  have  developed  and implemented
standardized procedures for operating our casinos, hotels, restaurants and other
non-gaming  amenities,  which  has allowed us to fully and effectively integrate
the  eight  properties  we have developed or acquired during the past two years.
We  utilize  management  development and employee training programs to implement
these procedures throughout our facilities, which we believe help us efficiently
operate  our  facilities.  This  standardization encourages high quality service
and  provides  our  customers  with  a  consistent  experience.

     Superior  Locations  in  Geographically  Diverse  Markets.  We  operate our
gaming  facilities  in  six  states  and  thirteen  distinct geographic markets,
allowing  us  to  maintain diverse sources of revenue and cash flow. Most of our
gaming facilities are conveniently located near major highways.  We have located
our  facilities so that, in most cases, they are either the first casino reached
by  customers  arriving  from  major  nearby  cities  or are within a cluster of
facilities,  allowing  us  to  generate  significant  customer  traffic.

     Substantial Capital Investment in Our Properties.   We completed four years
of expansion and acquisitions with the opening of the Isle-Boonville on December
6,  2001.  During  that  time,  we  have  grown  from  four  to  fourteen gaming
facilities.  The  substantial  investment  in  our properties over the past four
years  has  improved  the  competitive  position  of  many  of  our  properties.

<PAGE>
     Effective  Utilization  of  Proprietary  Database.   We  have  developed an
extensive  proprietary database of primarily slot-oriented customers that allows
us  to create effective targeted marketing and promotional programs, merchandise
giveaways,  game  tournaments  and  other  special  events.  To  date,  we  have
implemented  the first and second phases of our Isle One marketing system. Phase
I  allows  our  customers  to use our players club card at all of our properties
other  than  the  Lady Luck-Las Vegas. Phase II of our Isle One marketing system
was  implemented in May 2002, and includes our Isle Miles program which includes
rewards  through  a  partnership  with  Carnival Cruise Lines. These promotional
programs  are  designed to reward customer loyalty and maintain high recognition
of  our  "Isle  of  Capri"  brand.  As of April 28, 2002, our database contained
approximately  4.6  million  members,  of whom approximately 1.3 million receive
regular  communications  from  us.  We  have  effectively  used  our database to
encourage  repeat  visits,  increase  customers'  length of stay and improve our
operating  results.

     Experienced, Stable Management Team.  We are an experienced gaming operator
and  opened  our first gaming facility approximately ten years ago.  Each member
of  our  senior  management team has been with us for at least six years and has
extensive  gaming  or  related  industry  experience.

CASINO  PROPERTIES

Here  is  an  overview  of  our existing casino properties as of April 28, 2002:

<TABLE>
<CAPTION>



<S>                            <C>             <C>       <C>    <C>    <C>

                               DATE OPENED OR  SLOT      TABLE  HOTEL  PARKING
PROPERTY. . . . . . . . . . .  ACQUIRED        MACHINES  GAMES  ROOMS  SPACES
-----------------------------  --------------  --------  -----  -----  -------

Louisiana
  Isle-Bossier City . . . . .  May 1994           1,139     34    530    2,005
  Isle-Lake Charles.. . . . .  July 1995          1,688     82    493    2,200
Mississippi
  Isle-Biloxi . . . . . . . .  August 1992        1,193     28    367    1,227
  Isle-Lula.. . . . . . . . .  March 2000         1,521     35    486    1,780
  Isle-Natchez. . . . . . . .  March 2000           708     13    143      908
  Isle-Tunica.. . . . . . . .  July 1999            895     13    227    1,772
  Isle-Vicksburg. . . . . . .  August 1993          770     24    122    1,100
Missouri
  Isle-Boonville. . . . . . .  Dec. 2001            909     28      -      884
  Isle-Kansas City. . . . . .  June 2000          1,104     25      -    2,054
Iowa
  Isle-Bettendorf.. . . . . .  March 2000         1,060     36    256    1,539
  Isle-Marquette. . . . . . .  March 2000           758     13     25      750
  Rhythm City-Davenport.. . .  Oct. 2000          1,017     19    191      984
Colorado
  Isle-Black Hawk (57% owned)  Dec. 1998          1,128     14    237    1,100
Nevada
  Lady Luck-Las Vegas . . . .  Sept. 2000           759     19    792      454

</TABLE>
<PAGE>

LOUISIANA

The  Isle-Bossier  City

     The  Isle-Bossier  City, which commenced operations in May 1994, is located
on  a  38-acre  site  along  the  Red  River  approximately one-quarter mile off
Interstate  20,  the  main highway connecting Dallas/Ft. Worth, Texas to Bossier
City/Shreveport, Louisiana.  The property consists of a dockside casino offering
1,139  slot  machines  and  34  table  games, a 305-room on-site deluxe hotel, a
225-room  off-site  hotel  located  approximately  two  miles from the casino, a
39,000  square  foot  land-based  pavilion  and  entertainment center, and 2,005
parking spaces including approximately 900 spaces in an attached parking garage.
The  pavilion  and  entertainment  center  offer  a  wide  variety of non-gaming
amenities,  including  a  77-seat  Farraddays'  restaurant, a 301-seat Calypso's
buffet, a 30-seat Tradewinds Marketplace and Caribbean Cove, which features free
live  entertainment  and  can  accommodate  563  customers.

     The  Bossier  City/Shreveport  market  consists  of  five  dockside  gaming
facilities,  which, in the aggregate, generated gaming revenues of approximately
$806.1  million  in calendar 2001.  Among the other operators of dockside gaming
facilities  in  this  market  are  Harrah's  Entertainment,  Hollywood  Casinos,
Horseshoe  Gaming,  and Pinnacle Entertainment. Additionally, Louisiana Downs, a
pari-mutuel  facility  located  six  miles  east  of  the Isle-Bossier City, may
develop a slot facility. Bossier City/Shreveport is the closest gaming market to
the  Dallas/Ft.  Worth,  Texas  metropolitan  area,  which  has  a population of
approximately 5.2 million and is located approximately 190 miles west of Bossier
City/Shreveport.  We  believe  that  the  Isle-Bossier  City  attracts customers
primarily  from  the  local  area,  northeastern  Texas and the Dallas/Ft. Worth
metropolitan area. Approximately 550,000 and 1.8 million people reside within 50
and  100  miles,  respectively,  of  the  Isle-Bossier  City.

The  Isle-Lake  Charles

     The  Isle-Lake Charles, which commenced operations in July 1995, is located
on a 19-acre site along Interstate 10, the main thoroughfare connecting Houston,
Texas to Lake Charles, Louisiana.  The property consists of two dockside casinos
offering  1,688  slot  machines  and  82 table games, a 252-room deluxe hotel, a
separate  241-room  hotel,  a  105,000  square  foot  land-based  pavilion  and
entertainment  center,  and  2,200 parking spaces, including approximately 1,400
spaces  in  an  attached  parking garage.  The pavilion and entertainment center
offers  customers  a  wide  variety of non-gaming amenities, including a 97-seat
Farraddays'  restaurant,  a  360-seat  Calypso's  buffet,  a 128-seat Tradewinds
Marketplace,  a  140-seat Kitt's Kitchen and Rum Mill, and Caribbean Cove, which
features  free  live  entertainment  and  can  accommodate  180  customers.  The
pavilion also has a 14,750 square foot activity center comprised of a 1,100-seat
special  events  center designed for live boxing, televised pay-per-view events,
concerts,  banquets  and  other  events,  meeting  facilities and administrative
offices.

     The  Lake  Charles  market  consists of two dockside gaming facilities (the
other  of which is operated by Harrah's Entertainment), a Native American casino
and  a  pari-mutuel  facility  (which  is operated by Boyd Gaming) that recently
installed  slot  machines.  In addition, the last remaining license in Louisiana
was  recently  awarded to Pinnacle Entertainment for a new development.  The two
dockside  gaming  facilities,  in  the  aggregate,  generated gaming revenues of
approximately  $371.2  million  in  calendar  2001.  Lake Charles is the closest
gaming  market  to  the  Houston  metropolitan  area,  which has a population of
approximately  4.7  million  and is located approximately 140 miles west of Lake
Charles.  We  believe  that  the  Isle-Lake Charles attracts customers primarily
from  southeast  Texas,  including Houston, Beaumont, Galveston, Orange and Port
Arthur  and  from  local  area residents.  Approximately 490,000 and 1.6 million
people  reside  within 50 and 100 miles, respectively, of the Isle-Lake Charles.


<PAGE>
MISSISSIPPI

The  Isle-Biloxi

     The  Isle-Biloxi,  which commenced operations in August 1992, is located on
an  eight-acre  site  at  the  eastern  end  of a cluster of facilities known as
"Casino  Row"  in  Biloxi,  Mississippi  and  is  the  first property reached by
visitors  coming  from Alabama, Florida and Georgia via Highway 90. The property
consists of a dockside casino offering 1,193 slot machines and 28 table games, a
367-room  hotel, a 119-seat Farraddays' restaurant, a 504-seat Calypso's buffet,
a 50-seat Tradewinds Marketplace and Caribbean Cove, and an open-air lounge area
that  can  accommodate 116 customers and 1,227 parking spaces.  The pavilion and
entertainment  center offers a wide variety of non-gaming amenities, including a
119-seat  Farraddays'  restaurant,  a  504-seat  Calypso's  buffet,  a  50-seat
Tradewinds  Marketplace and Caribbean Cove, and an open-air lounge area that can
accommodate  116  customers.

     The  Mississippi Gulf Coast market (which includes Biloxi, Gulfport and Bay
St.  Louis)  is  one  of  the  largest  gaming  markets in the United States and
consists  of  12  dockside  gaming facilities which, in the aggregate, generated
gaming  revenues of approximately $1.2 billion in calendar 2001. Among the other
operators  of  dockside  gaming  facilities  in this market are MGM Mirage, Park
Place  Entertainment,  Penn  National  Gaming  and  Pinnacle  Entertainment. The
Mississippi  Gulf  Coast,  a regional tourist destination, is the closest gaming
market  to  the  Mobile,  Alabama  metropolitan  area, which has a population of
approximately  540,000  and is located approximately 60 miles east of Biloxi. We
believe  that  the  Isle-Biloxi attracts customers from the local area, Alabama,
Florida,  Georgia  and  southeastern  Louisiana, including New Orleans and Baton
Rouge.  Approximately  800,000  and  2.9  million people reside within 50 to 100
miles,  respectively,  of  the  Isle-Biloxi.

The  Isle-Lula

     The  Isle-Lula,  which was acquired in March 2000, is strategically located
off of Highway 49, the only road crossing the Mississippi River from Mississippi
to Arkansas for more than 50 miles in either direction. The property consists of
two  dockside  casinos  containing  1,521  slot machines and 35 table games, two
on-site  hotels  with  a  total  of  486  rooms,  a  land-based  pavilion  and
entertainment  center,  and 1,780 parking spaces. The pavilion and entertainment
center  offer  a  wide  variety  of  non-gaming  amenities, including a 100-seat
Farraddays'  restaurant,  a  300-seat  Calypso's buffet and a 48-seat Tradewinds
Marketplace.

     The  Isle-Lula  is  the  only  gaming  facility  in  the  Coahoma  County,
Mississippi  market and generated gaming revenues of approximately $93.6 million
in  calendar  2001.  The  Isle-Lula is the closest gaming facility to the Little
Rock,  Arkansas  metropolitan  area,  which  has  a  population of approximately
580,000  and  is  located  approximately  120  miles  northwest of the property.
Coahoma  County  is  also  located  approximately 60 miles southwest of Memphis,
Tennessee,  which  is  primarily  served  by  10 casinos in Tunica, Mississippi.
Approximately  850,000  people reside within 150 miles of the property's primary
target  market.

The  Isle-Natchez

      The  Isle-Natchez,  which  was  acquired  in March 2000, is located off of
Highways  84  and 85 in western Mississippi. The property consists of a dockside
casino  offering  708 slot machines and 13 table games, a 143-room hotel located
approximately  one  mile  from  the casino, an 85-seat Farraddays' restaurant, a
150-seat  Calypso's  buffet  and  908  parking  spaces.

     The  Isle-Natchez  is  the  only  gaming facility in the Natchez market and
generated  gaming  revenues  of approximately $35.8 million in calendar 2001. We
believe  that  the  Isle-Natchez  attracts  customers  primarily  from among the
110,000  people  residing  within  50  miles  of  the  Isle-Natchez.

<PAGE>

The  Isle-Tunica

     The Isle-Tunica, which commenced operations in July 1999, is located off of
U.S.  Highway 61, the main thoroughfare connecting Memphis, Tennessee to Tunica,
Mississippi.  The  property  consists  of  a  dockside  casino offering 895 slot
machines and 13 table games, a 227-room hotel, a 75-seat Farraddays' restaurant,
a  180-seat  Calypso's  buffet,  a  35-seat  Tradewinds  Marketplace,  two  live
entertainment  theatres  and  1,772  parking  places.

     The  Tunica  market  consists of 10 dockside gaming facilities that, in the
aggregate,  generated  gaming revenues of approximately $1.1 billion in calendar
2001. Among the other operators of dockside gaming facilities in this market are
Boyd  Gaming,  Hollywood  Casinos,  Harrah's  Entertainment,  Horseshoe  Gaming,
Mandalay  Resort  Group  and  Park Place Entertainment. The Tunica market is the
closest  gaming  market  to the Memphis, Tennessee metropolitan area. We believe
the  Isle-Tunica  attracts  customers  primarily  from  Memphis,  which  has  a
population  of  1.1  million  and is located approximately 40 miles north of the
Isle-Tunica.

     On  March  14, 2002, we announced that our Board of Directors authorized us
to  embark  on plans to sell or otherwise dispose of the Isle-Tunica, as well as
the  Lady  Luck-Las  Vegas.  During the fourth fiscal quarter of fiscal 2002, we
recorded  a  pre-tax  asset  impairment charge of $59.2 million representing the
difference  between  the  Isle-Tunica's  and  the  Lady Luck-Las Vegas' net book
values  and  their  estimated  fair  values  less  estimated  costs  to  sell.

The  Isle-Vicksburg

     The  Isle-Vicksburg,  which commenced operations in August 1993, is located
on  an 18-acre site approximately one-mile north of Interstate 20, the main road
connecting Jackson, Mississippi to Vicksburg, Mississippi. The property consists
of  a  dockside casino offering 770 slot machines and 24 table games, a 122-room
hotel,  a 12,483 square foot land-based pavilion and entertainment center, 1,100
parking  spaces  and a 67-space recreational vehicle park, a 68-seat Farraddays'
restaurant,  a  340-seat  Calypso's  buffet,  a  Tradewinds Marketplace and live
entertainment.

     The  Vicksburg  market consists of four dockside gaming facilities that, in
the  aggregate,  generated  gaming  revenues  of approximately $232.7 million in
calendar  2001.  Among the other operators of dockside gaming facilities in this
market  are  Alliance  Gaming, Ameristar Casinos and Harrah's Entertainment. The
Jackson  metropolitan  area is also served by a Native American gaming facility.
Vicksburg  is the closest gaming market to the Jackson, Mississippi metropolitan
area,  which  has  a  population  of  approximately  440,000  and  is  located
approximately  40  miles  east  of Vicksburg. We believe that the Isle-Vicksburg
attracts  customers  primarily  from  the  local  area, Jackson and northeastern
Louisiana.  Approximately  530,000  people  reside  within  50  miles  of  the
Isle-Vicksburg.

<PAGE>
MISSOURI

The  Isle-Boonville

     The  Isle-Boonville,  which  opened  on  December  6, 2001, is conveniently
located  off of Interstate 70, approximately halfway between Kansas City and St.
Louis. The property consists of a dockside casino offering 909 slot machines and
28  table  games, a 16,000 square foot pavilion and entertainment center and 884
parking  spaces.  The  pavilion and entertainment center offers customers a wide
variety  of  non-gaming amenities, including a 60-seat Farraddays' restaurant, a
282-seat  Calypso's  buffet,  a  36-seat  Tradewinds  Marketplace and a historic
display  area.

     The  Isle-Boonville  is  the  only  gaming facility in central Missouri. We
believe the Isle-Boonville attracts most of its customers from the approximately
733,000  persons  living  within a 75 mile radius in central Missouri, including
Jefferson  City  and  Columbia.

The  Isle-Kansas  City

     We  acquired the Isle-Kansas City in June 2000. The facility is the closest
facility  to  downtown  Kansas  City  and consists of a dockside casino offering
1,104  slot  machines  and  25  table games, a 72-seat Farraddays' restaurant, a
325-seat  Calypso's  buffet,  a 24-seat Tradewinds Marketplace and 2,054 parking
spaces.

     The Kansas City market consists of four dockside gaming facilities that, in
the  aggregate,  generated  gaming  revenues  of approximately $581.7 million in
calendar  2001.  Among the other operators of dockside gaming facilities in this
market  are  Ameristar  Casinos,  Argosy  Gaming  and Harrah's Entertainment. We
believe  that  the Isle-Kansas City attracts customers primarily from the Kansas
City  metropolitan  area,  which  has  approximately  1.7  million  residents.

IOWA

The  Isle-Bettendorf

     The  Isle-Bettendorf,  which  we  acquired in March 2000, is located off of
Interstate  74, an interstate highway serving the Quad Cities metropolitan area.
The  property consists of a riverboat casino offering 1,060 slot machines and 36
table  games,  a 256-room hotel, approximately 104,056 square feet of convention
space,  a 125-seat Farraddays' restaurant, a 325-seat Calypso's buffet and 1,539
parking  spaces.

     The  Quad  Cities  market, which consists of Bettendorf and Davenport, Iowa
and  Moline and Rock Island, Illinois, consists of our two gaming facilities-the
Isle-Bettendorf  and  the  Rhythm  City-Davenport-and one smaller operator. This
market  generated,  in  the  aggregate,  gaming revenues of approximately $191.1
million  in  calendar  2001.  We believe that the Isle-Bettendorf and the Rhythm
City-Davenport  attract  customers  primarily from the Quad Cities area that has
approximately  360,000  residents.

<PAGE>
The  Isle-Marquette

     The  Isle-Marquette,  which  we  acquired  in  March  2000,  is  located in
Marquette,  Iowa, which is 60 miles north of Dubuque, Iowa, which has two gaming
facilities.  The  property  consists  of  a  riverboat  casino offering 758 slot
machines and 13 tables games, a land-based facility including a 25-room hotel, a
160-seat  Calypso's  buffet  restaurant,  a  Tradewinds  Marketplace  and  an
entertainment  showroom,  a  marina  and  750  parking  spaces.

     The  Isle-Marquette  is  the  only  gaming  facility in the Marquette, Iowa
market, and generated gaming revenues of approximately $34.5 million in calendar
2001.  We  believe the Isle-Marquette draws most of its customers from northeast
Iowa and Wisconsin and to some extent, competes for those customers with another
riverboat  facility and a racetrack with slot machines, both of which are in the
Dubuque  area.

The  Rhythm  City-Davenport

     The  Rhythm  City-Davenport,  which we acquired in October 2000, is located
between  Interstates  74  and  280.  The property consists of a riverboat gaming
facility  offering  1,017  slot  machines  and  19 table games, a 191-room hotel
located  approximately  four  blocks  from  the  casino,  a  90-seat  High Notes
restaurant,  a 290-seat Hit Parade buffet, a 76-seat Rock Around the Clock deli,
a  112-seat  The  Club  restaurant  and  984  parking  spaces.

COLORADO

The  Isle-Black  Hawk

     The Isle-Black Hawk, which commenced operation in December 1998, is located
on  an  approximately  10-acre  site  and  is one of the first gaming facilities
reached by customers arriving from Denver via Highway 119, the main thoroughfare
connecting Denver to Black Hawk. The property currently consists of a land-based
casino  with  1,128 slot machines and 14 table games, a 237-room hotel and 1,100
parking  spaces  in  an attached parking garage. The Isle-Black Hawk also offers
customers  a  wide  variety  of  non-gaming  amenities,  including  a  92-seat
Farraddays'  restaurant,  a  244-seat  Calypso's  buffet,  a  32-seat Tradewinds
Marketplace  and  a 4,000 square foot event center that can be used for meetings
and  entertainment.  We  own  57% of the Isle-Black Hawk through an unrestricted
subsidiary,  and  receive  a  management  fee  for  operating  the  facility.

     The Black Hawk market consists of 19 gaming facilities (eight of which have
more  than 600 slot machines), which, in aggregate, generated gaming revenues of
approximately  $538.1 million in calendar 2001. Black Hawk is the closest gaming
market  to  the  Denver,  Colorado  metropolitan area, which has a population of
approximately  2.5  million  and is located approximately 40 miles east of Black
Hawk.  We  believe  that  the  Isle-Black Hawk attracts customers primarily from
Denver,  Boulder,  Fort  Collins  and  Golden,  Colorado  and Cheyenne, Wyoming.

<PAGE>
NEVADA

The  Lady  Luck-Las  Vegas

     In  September  2000,  we acquired the Lady Luck-Las Vegas from Gemini, Inc.
The  property,  which  is  located  in  downtown Las Vegas, consists of a casino
offering  759  slot  machines  and  19  table  games,  a  792-room  hotel,  an
entertainment facility, a 56-seat Burgundy Room restaurant, a 156-seat Lady Luck
Express  Buffet  and  a  42-seat Third Street Grill and 454 parking spaces in an
attached  parking  garage.

     The  Lady Luck-Las Vegas is one of 13 casinos in downtown Las Vegas, Nevada
generating  greater  than $12.0 million in gaming revenues in calendar 2001. The
downtown  Las  Vegas  market  generated  gaming  revenues,  in the aggregate, of
approximately  $616.0 million in calendar 2001. This market serves both tourists
and  the  approximate  1.5  million population of Las Vegas. We believe that the
Lady  Luck-Las  Vegas attracts customers primarily from the local area, Southern
California  and  the  midwest  portion  of  the  United  States.

     On  March  14, 2002, we announced that our Board of Directors authorized us
to  embark  on plans to sell or otherwise dispose of the Lady Luck-Las Vegas, as
well  as  the  Isle-Tunica.  During the fourth fiscal quarter of fiscal 2002, we
recorded  a  pre-tax  asset  impairment charge of $59.2 million representing the
difference  between  the  Lady  Luck-Las  Vegas'  and the Isle-Tunica's net book
values  and  their  estimated  fair  values  less  estimated  costs  to  sell.

POMPANO  PARK

     In  1995,  we  acquired  Pompano  Park,  a  harness racing track located in
Pompano  Beach,  Florida. Pompano Park is conveniently located off of Interstate
95  and  the Florida Turnpike on a 220-acre owned facility, midway between Miami
and  West  Palm  Beach.  Pompano  Park is the only racetrack licensed to conduct
harness  racing  in Florida. Pompano Park can accommodate up to 14,500 customers
and  has  4,000  parking  spaces  and  1,040  horse  stalls.  The  six-story,
air-conditioned  facility  includes  a  box  seat  area,  a  260,000 square foot
clubhouse, a large grandstand, a 1,250-seat dining area from which the races can
be  viewed,  five  concession  stands,  five bars and a 180-seat Player's Lounge
cafeteria.

     We  believe  that  Pompano  Park  would  be  an  attractive  location  for
casino-style gaming if such gaming were to be legalized in Florida. Pompano Park
would  be one of eleven facilities in south Florida to benefit from legislation.
This  facility  draws most of its customers from the 2.6 million people residing
within  a  25-mile  radius.

MARKETING

     We attract customers to our casinos by designing and implementing marketing
and promotional programs that emphasize our Isle of Capri and Rhythm City themes
and  reward loyal customers. We have developed an extensive proprietary database
of primarily slot-oriented customers that allows us to create effective targeted
marketing  and promotional programs, merchandise giveaways, game tournaments and
other  special  events.  These programs are designed to reward customer loyalty,
attract  new  customers  to  our properties and maintain high recognition of our
brands.

     As  of  April  28,  2002,  our database contained approximately 4.5 million
members,  of whom approximately 1.3 million receive regular mailings. To develop
this  database,  we  offer  all  of  our customers membership in the Island Gold
Players  Club  at  Isle  of  Capri  properties  and  the  Fan Club at the Rhythm
City-Davenport. These programs reward loyal customers with Isle Gold points that
can  be  redeemed  at our casinos by using our players club card. Currently, the
players  club  card allows us to track the member's gaming preferences, maximum,
minimum and total amount wagered and frequency of visits. Players are classified
in  groups  according  to these characteristics. Our database is used for direct
<PAGE>
mailings,  giveaways  and  other  promotional  events that are tailored to these
specific  groups  of players. We have effectively used our database to encourage
repeat  visits,  increase  customers'  length  of stay and improve our operating
results.

     We  place  significant  emphasis  on attracting local residents and seek to
maintain  a  strong  local  identity  in  each  market  in  which  we operate by
initiating  and  supporting  community  and  special  events.  We  use radio and
television  media  to  promote  the  ''Isle  of  Capri''  brand name and attract
customers  to  our  properties. To further enhance our tropical island theme, we
have  engaged  a  well-known  actor  to  narrate  our  radio  and  television
advertisements.

EMPLOYEES

     As of April 28, 2002, we employed approximately 12,000 people.  None of our
employees  is subject to a collective bargaining agreement.  We believe that our
relationship  with  our  employees  is  satisfactory.

SEASONALITY

     We  typically  generate  the  major  portion of our income in our first and
fourth  fiscal  quarters  that  end  in  July  and  April,  respectively.

RISK  FACTORS

WE  FACE  SIGNIFICANT COMPETITION FROM OTHER GAMING OPERATIONS THAT COULD HAVE A
MATERIAL  ADVERSE  EFFECT  ON  OUR  FUTURE  OPERATIONS.

     We  face  intense  competition  in the markets in which we operate. We have
numerous  competitors, including land-based casinos, dockside casinos, riverboat
casinos,  casinos  located  on  Native  American  reservations and at racing and
pari-mutuel  operations.  Several  of  our competitors have substantially better
name recognition, marketing and financial resources than we do. Legalized gaming
is  currently  permitted  in various forms throughout the United States. Certain
states  have  recently  legalized,  and  other  states are currently considering
legalizing, casino gaming in designated areas. In addition, many Native American
tribes  conduct  casino gaming on reservations throughout the United States that
have  the  advantages  of  being  land-based  and  exempt from certain state and
federal  taxes.  Some  Native  American  tribes  are  either  in  the process of
establishing,  or  are  considering  the  establishment of, gaming at additional
locations.  There  is  no  limit  on  the  number of gaming licenses that may be
granted in several of the markets in which we operate. As a result, new licenses
could  be  awarded  to  gaming  facilities  in such markets, which could have an
adverse  effect on our operating results. In particular, we face significant new
competition in the Lake Charles, Louisiana market. In February 2002, Boyd Gaming
opened a casino with 15,000 square feet of gaming space with approximately 1,500
slot  machines  at Delta Downs, a horse racing facility. Delta Downs is 25 miles
closer  to  Houston  than  the  Isle-Lake  Charles, making it the closest gaming
facility  to  Houston.  In addition, the last available Louisiana gaming license
was recently awarded to Pinnacle Entertainment for a new development in the Lake
Charles  market.  Expansion of existing gaming facilities and the development of
new  gaming facilities and casinos on Native American reservations will increase
competition  for  our  existing  and  future  operations.

     We also compete with other forms of legalized gaming and entertainment such
as  online computer gambling, bingo, pull tab games, card parlors, sports books,
pari-mutuel  or  telephonic  betting  on  horse  racing  and  dog  racing,
state-sponsored  lotteries,  jai-alai,  video  lottery terminals and video poker
terminals.  For example, there currently is legislation pending in Florida that,
if  passed,  would  legalize  video  poker,  electronic games of chance or video
lottery terminal gaming at pari-mutuel gaming facilities, including our facility
in  Pompano  Beach,  which could have an adverse effect on the operations of the
Isle-Biloxi.
<PAGE>

     Our  existing  gaming  facilities  compete  directly  with  other  gaming
properties  in  Louisiana,  Mississippi, Missouri, Iowa, Colorado and Nevada. We
also  compete  with  gaming  operations  in  other  gaming jurisdictions such as
Atlantic  City, New Jersey. Our existing casinos attract a significant number of
their  customers  from  Houston  and  Dallas/Fort Worth, Texas; Mobile, Alabama;
Jackson,  Mississippi;  Memphis,  Tennessee;  Little  Rock, Arkansas and Denver,
Colorado.  Our  continued  success  depends  upon drawing customers from each of
these  geographic  markets.  Legalization  of  gaming in jurisdictions closer to
these  geographic  markets  than  the  jurisdictions in which our facilities are
located would have a material adverse effect on our operating results. We expect
competition  to  increase  as  new  gaming operators enter our markets, existing
competitors  expand  their  operations,  gaming  activities  expand  in existing
jurisdictions  and  gaming  is legalized in new jurisdictions. We cannot predict
with  any  certainty  the  effects  of  existing  and  future competition on our
operating  results.

THE  FAILURE  OF  LOCAL REAUTHORIZATION OF CASINO GAMING IN IOWA COULD RESULT IN
THE  SHUT-DOWN  OF  SOME  OR ALL OF OUR IOWA CASINO PROPERTIES, WHICH MAY HAVE A
MATERIAL  ADVERSE  EFFECT  ON  US.

     Iowa  law  provides  that  each  county shall hold a referendum every eight
years  as  to  whether to continue to allow casino gaming within its boundaries.
Each  referendum  requires  the  vote  of a majority of the persons voting.  The
Isle-Bettendorf  and the Rhythm City-Davenport are located in Scott County, Iowa
and  the Isle-Marquette is located in Clayton County, Iowa.  The next referendum
in  each  of these counties will be held in November 2002.  If a reauthorization
referendum  is  defeated in either of these counties, Iowa law provides that any
previously  issued  gaming license in such county shall remain valid and subject
to  periodic  renewal  for a total of nine years from the original issue, unless
otherwise  terminated  by  the Iowa Racing and Gaming Commission.  Therefore, if
the  reauthorization  referendum  is defeated in Scott County or Clayton County,
our  gaming  licenses in such county would expire in 2009.  We cannot assure you
that the reauthorization referendum will pass or that casino gaming in either of
these  counties  will continue to be authorized.  Any failure of either of these
counties  to reauthorize casino gaming could result in the complete shut-down of
our  casino  gaming operations in such county, which may have a material adverse
effect  on  our  business,  financial  condition  and  results  of  operations.

WE  ARE  SUBJECT  TO  EXTENSIVE  REGULATION  FROM  GAMING AUTHORITIES THAT COULD
ADVERSELY  AFFECT  US.

Licensing  Requirements.
     As  owners  and operators of gaming facilities, we are subject to extensive
state  and  local  regulation.  State  and  local authorities require us and our
subsidiaries  to  demonstrate  suitability to obtain and retain various licenses
and  require that we have registrations, permits and approvals to conduct gaming
operations.  The regulatory authorities in the jurisdictions in which we operate
may,  for any reasonable cause, limit, condition, suspend or revoke a license to
conduct gaming operations or prevent us from owning the securities of any of our
gaming  subsidiaries.  In  addition,  regulatory  authorities  in  certain
jurisdictions  must  approve,  in  advance,  any  restrictions on, transfers of,
agreements  not to encumber or pledges of equity securities that are issued by a
corporation  that  is  registered as an intermediary company with such state, or
holds  a gaming license. If these restrictions, transfers, agreements or pledges
are  not approved in advance, they will be invalid. Like all gaming operators in
the  jurisdictions  in which we operate, we must periodically apply to renew our
gaming  licenses.  We  cannot  assure  you  that  we will be able to obtain such
renewals.  Regulatory  authorities may also levy substantial fines against us or
seize  our  assets, or the assets of our subsidiaries. Any of these events could
have  a  material  adverse  effect  on  our  business.


     We  have  demonstrated  suitability  to  obtain  and  have  obtained  all
governmental  licenses, registrations, permits and approvals necessary for us to
operate  our  existing  gaming  facilities. We cannot assure you that we will be
able  to  retain  them  or continue to demonstrate suitability to obtain any new
licenses,  registrations,  permits  or  approvals.  If  we  expand  our  gaming
operations  in  the  jurisdictions  in  which  we  currently  operate  or to new
jurisdictions,  we  will  have  to  meet  suitability  requirements  and  obtain
additional  licenses,  registrations,  permits  and  approvals  from  gaming
authorities  in  these jurisdictions. The approval process can be time-consuming
and  costly  and  there  is  no  assurance  that  we  will  be  successful.
<PAGE>

Potential  Changes in Regulatory Environment.
     From  time  to  time, legislators and special interest groups have proposed
legislation  that  would  expand,  restrict  or prevent gaming operations in the
jurisdictions  in  which  we  operate.  In  addition, from time to time, certain
anti-gaming  groups  propose referenda that, if adopted, would limit our ability
to  continue  to  operate  in  those  jurisdictions  in which such referenda are
adopted.  Any expansion of gaming or restriction on or prohibition of our gaming
operations  could  have  a  material  adverse  effect  on our operating results.

Taxation.
     State  and  local authorities raise a significant amount of revenue through
taxes and fees on gaming activities. We believe that the prospect of significant
revenue  is  one  of  the  primary  reasons  that jurisdictions permit legalized
gaming. As a result, gaming companies are typically subject to significant taxes
and  fees  in  addition  to  normal  federal, state, local and provincial income
taxes,  and  such  taxes  and  fees  are subject to increase at any time. We pay
substantial  taxes  and  fees with respect to our operations. From time to time,
federal,  state,  local  and  provincial legislators and officials have proposed
changes in tax laws, or in the administration of such laws, affecting the gaming
industry. In addition, worsening economic conditions could intensify the efforts
of  state  and  local  governments to raise revenues through increases in gaming
taxes.  For example, in June 2002, the state legislature in Illinois, a state in
which  we  do  not own or operate any casinos, voted to increase gaming taxes to
fund  a  budget shortfall. Some of the states in which we own or operate casinos
also have budget shortfalls and may increase gaming taxes to raise more revenue.
It  is not possible to determine with certainty the likelihood of changes in tax
laws or in the administration of such laws. Such changes, if adopted, could have
a  material  adverse  effect on our business, financial condition and results of
operations.


WE  ARE  SUBJECT  TO  NON-GAMING  REGULATION  THAT  COULD  ADVERSELY  AFFECT US.

     Several of our riverboats must comply with U.S. Coast Guard requirements as
to  boat  design,  on-board facilities, equipment, personnel and safety and must
hold  U.S.  Coast  Guard  Certificates of Documentation and Inspection. The U.S.
Coast  Guard requirements also set limits on the operation of the riverboats and
mandate  licensing  of  certain  personnel  involved  with  the operation of the
riverboats.  Loss  of  a riverboat's Certificate of Documentation and Inspection
could  preclude  its  use  as  a  riverboat  casino.  Each  of our riverboats is
inspected  annually  and,  every  five  years,  is  subject  to  dry-docking for
inspection  of  its  hull,  which  could  result in a temporary loss of service.

     We  are required to have third parties periodically inspect and certify all
of  our  casino  barges for stability and single compartment flooding integrity.
Our  casino  barges  must  also meet local fire safety standards. We would incur
additional costs if any of our gaming facilities were not in compliance with one
or  more  of  these  regulations.

     We are also subject to certain federal, state and local environmental laws,
regulations  and  ordinances that apply to non-gaming businesses generally, such
as  the  Clean  Air Act, the Clean Water Act, the Resource Conservation Recovery
Act,  the  Comprehensive  Environmental Response, Compensation and Liability Act
and  the  Oil Pollution Act of 1990. Under various federal, state and local laws
and  regulations,  an  owner or operator of real property may be held liable for
the  costs of removal or remediation of certain hazardous or toxic substances or
wastes  located  on its property, regardless of whether or not the present owner
or  operator knows of, or is responsible for, the presence of such substances or
wastes.  We  have  not identified any issues associated with our properties that
could  reasonably  be expected to have an adverse effect on us or the results of
our  operations.  However,  certain  of our properties are located in industrial
areas  or were used for industrial purposes for many years. As a consequence, it
is  possible that historical or neighboring activities have affected one or more
of our properties and that, as a result, environmental issues could arise in the
future,  the  precise  nature  of  which we cannot now predict. The coverage and
attendant  compliance  costs  associated  with  these  laws,  regulations  and
ordinances  may  result  in  future  additional  costs.
<PAGE>

     Regulations adopted by the Financial Crimes Enforcement Network of the U.S.
Treasury  Department  require  us  to  report currency transactions in excess of
$10,000 occurring within a gaming day, including identification of the patron by
name and social security number. Substantial penalties can be imposed against us
if  we  fail  to  comply  with  these  regulations.

     We  are  also  subject  to  a variety of other local rules and regulations,
including  zoning, environmental, construction and land-use laws and regulations
governing  the  serving  of  alcoholic  beverages.

IF  OUR  KEY  PERSONNEL  LEAVE  US, OUR BUSINESS WILL BE SIGNIFICANTLY ADVERSELY
AFFECTED.

     Our  continued  success will depend, among other things, on the efforts and
skills  of  a  few  key  executive  officers  and the experience of our property
managers  as  well  as  our  ability  to  attract  and  retain additional highly
qualified personnel with gaming industry experience and qualifications to obtain
the requisite licenses. We do not maintain ''key man'' life insurance for any of
our  employees.  There is no assurance that we would be able to attract and hire
suitable  replacements  for  any  of  our  key  employees.  We  need  qualified
executives,  managers  and  skilled employees with gaming industry experience to
continue  to successfully operate our business. We believe a shortage of skilled
labor in the gaming industry may make it increasingly difficult and expensive to
attract  and retain qualified employees. We expect that increased competition in
the  gaming  industry  will  intensify  this  problem.

INCLEMENT  WEATHER  AND  OTHER  CONDITIONS COULD SERIOUSLY DISRUPT OUR BUSINESS,
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.

     Dockside and riverboat facilities are subject to risks in addition to those
associated  with  land-based casinos, including loss of service due to casualty,
mechanical  failure,  extended or extraordinary maintenance, flood, hurricane or
other  severe  weather. Our riverboats and barges face additional risks from the
movement  of  vessels  on  waterways.

     Reduced  patronage  and  the  loss  of  a dockside or riverboat casino from
service for any period of time could adversely affect our results of operations.
For  example,  as  a  result of flooding of the Mississippi River, we closed the
Isle-Marquette  from April 18 to May 2, 2001, and the Rhythm City-Davenport from
April  18  to  May  20, 2001. While our business interruption insurance provided
sufficient  coverage  for  those  losses, we cannot assure you that the proceeds
from  any future claim will be sufficient to compensate us if one or more of our
casinos  experiences  a  closure.

     Access  to  a  number  of  our  facilities  may  also  be  affected by road
conditions,  such  as construction and traffic. In addition, severe weather such
as  high  winds and blizzards occasionally limits access to the Isle-Black Hawk.
<PAGE>

WE  EXPERIENCE  QUARTERLY  FLUCTUATIONS  IN  RESULTS  OF  OPERATIONS.

     Our  quarterly operating results fluctuate because of seasonality and other
factors.  We typically generate the major portion of our income in our first and
fourth  fiscal  quarters,  which  end  in  July  and  April,  respectively.

ENERGY AND FUEL PRICE INCREASES MAY ADVERSELY AFFECT OUR COSTS OF OPERATIONS AND
OUR  REVENUES.

     Our  casino  properties use significant amounts of electricity, natural gas
and  other  forms of energy. While no shortages of energy have been experienced,
the recent substantial increases in the cost of electricity in the United States
will  negatively  affect our results of operations. In addition, energy and fuel
price  increases in cities that constitute a significant source of customers for
our  properties  could  result  in  a  decline in disposable income of potential
customers  and  a  corresponding decrease in visitation to our properties, which
would negatively impact our revenues. The extent of the impact is subject to the
magnitude  and  duration of the energy and fuel price increases, but this impact
could  be  material.

A  DOWNTURN  IN  GENERAL ECONOMIC CONDITIONS MAY ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.

     Our  business  operations are subject to changes in international, national
and  local  economic  conditions,  including  changes  in the economy related to
future security alerts in connection with threatened or actual terrorist attacks
such  as  those  that  occurred  on  September  11,  2001,  which may affect our
customers'  willingness  to  travel.  A  recession  or  downturn  in the general
economy,  or  in a region constituting a significant source of customers for our
properties, could result in fewer customers visiting our properties, which would
adversely  affect  our  results  of  operations.

OUR  SUBSTANTIAL  INDEBTEDNESS  COULD  ADVERSELY  AFFECT  OUR  FINANCIAL HEALTH.

     We  now have a significant amount of indebtedness. As of April 28, 2002, we
had  $1,009.3  million  of  total  debt  outstanding.

     Our  significant  indebtedness  could have important consequences, such as:

-     limiting  our  ability  to obtain additional financing to fund our working
capital  requirements,  capital expenditures, debt service, general corporate or
other  obligations,  including  our  obligations  with  respect  to  the  notes;
-     limiting  our  ability  to  use  operating cash flow in other areas of our
business  because  we must dedicate a significant portion of these funds to make
principal  and  interest  payments  on  our  indebtedness;
-     increasing  our  interest  expense  if  there is a rise in interest rates,
because a portion of our borrowings under our senior secured credit facility are
subject  to interest rate periods with short-term durations (typically 30 to 180
days)  that  require  ongoing  refunding  at the then current rates of interest;
-     causing our failure to comply with the financial and restrictive covenants
contained in the indenture and agreements governing the notes, and the indenture
and agreements governing the 8.75% senior subordinated notes due 2009, the 9.00%
senior  subordinated  notes due 2012, our senior secured credit facility and our
other  indebtedness  which  could  cause  a  default under those instruments and
which,  if  not  cured  or  waived,  could have a material adverse effect on us;
-     placing us at a competitive disadvantage to our competitors who are not as
highly  leveraged;  and
-     increasing  our  vulnerability  to  and  limiting  our ability to react to
changing  market  conditions,  changes  in  our industry and economic downturns.
<PAGE>

     Any of the factors listed above could have a material adverse effect on our
business,  financial  condition  and  results  of operations. In addition, as of
April  28, 2002, we had the capacity to issue additional indebtedness, including
the  ability to incur additional indebtedness under the revolving portion of our
senior  secured credit facility, of approximately $175.0 million, subject to the
limitations  imposed  by the covenants in the senior secured credit facility and
the  indentures  governing  our notes. The indenture governing our notes and the
senior  secured  credit  facility  contain  financial  and  other  restrictive
covenants, but will not fully prohibit us from incurring additional debt. If new
debt  is  added  to our current level of indebtedness, related risks that we and
you  now  face  could  increase.

     We  have made and will need to make significant capital expenditures at our
existing facilities to remain competitive with current and future competitors in
our  markets.  Our  senior  secured credit facility and the indentures governing
our  notes  contain  operating  and  financial  restrictions  that may limit our
ability  to  obtain  the  financing  to  make  these  capital  expenditures.

     Our  agreements  governing  our indebtedness, among other things, limit our
ability  to:
-     borrow  money;
-     make  capital  expenditures;
-     use  assets  as  security  in  other  transactions;
-     make  restricted  payments  or  restricted  investments;
-     incur  contingent  obligations;  and
-     sell  assets  and  enter  into  leases  and  transactions with affiliates.

REGULATION  AND  LICENSING

     The  ownership  and  operation  of  casino gaming facilities are subject to
extensive  state  and local regulations.  We are required to obtain and maintain
gaming  licenses  in  each of the jurisdictions in which we conduct gaming.  The
limitation,  conditioning  or  suspension  of  gaming  licenses  could  (and the
revocation  or  non-renewal  of  gaming  licenses, or the failure to reauthorize
gaming  in  certain  jurisdictions,  would)  materially  adversely  affect  our
operation  in  that  jurisdiction.  In addition, changes in law that restrict or
prohibit our gaming operations in any jurisdiction could have a material adverse
effect  on  us.

LOUISIANA

     In  July  1991,  Louisiana  enacted legislation permitting certain types of
gaming  activity  on  certain rivers and waterways in Louisiana. The legislation
granted  authority  to  supervise  riverboat  gaming activities to the Louisiana
Riverboat Gaming Commission and the Riverboat Gaming Enforcement Division of the
Louisiana State Police. The Louisiana Riverboat Gaming Commission was authorized
to  hear  and  determine  all  appeals  relative  to  the  granting, suspension,
revocation,  condition  or renewal of all licenses, permits and applications. In
addition,  the  Louisiana  Riverboat  Gaming  Commission established regulations
concerning  authorized  routes,  duration  of  excursions,  minimum  levels  of
insurance,  construction  of  riverboats and periodic inspections. The Riverboat
Gaming  Enforcement  Division  of  the  Louisiana State Police was authorized to
investigate applicants and issue licenses, investigate violations of the statute
and  conduct  continuing  reviews  of  gaming  activities.

     In  May  1996,  regulatory oversight of riverboat gaming was transferred to
the  Louisiana  Gaming  Control Board, which is comprised of nine voting members
appointed  by  the governor. The Louisiana Gaming Control Board now oversees all
licensing  matters  for  riverboat  casinos, land-based casinos, video poker and
certain  aspects  of  Native  American  gaming other than those responsibilities
reserved  to  the  Louisiana  State  Police.

     The  Louisiana Gaming Control Board is empowered to issue up to 15 licenses
to  conduct  gaming  activities on a riverboat of new construction in accordance
with  applicable  law.  However,  no  more  than  six licenses may be granted to
riverboats  operating  from  any  one  designated  waterway.
<PAGE>

     The  Louisiana  State  Police  continues  to  be involved broadly in gaming
enforcement  and  reports  to  the Louisiana Gaming Control Board. Louisiana law
permits  the  Louisiana  State  Police,  among  other things, to continue to (1)
conduct  suitability  investigations,  (2)  audit,  investigate  and  enforce
compliance  with  standing  regulations,  (3)  initiate  enforcement  and
administrative actions and (4) perform "all other duties and functions necessary
for  the  efficient,  efficacious, and thorough regulation and control of gaming
activities  and  operations"  under  the  Louisiana  Gaming  Control  Board's
jurisdiction.

     Louisiana  gaming  law  specifies  certain  restrictions  relating  to  the
     operation  of  riverboat  gaming,  including  the  following:

-     agents  of  the  Louisiana State Police are permitted on board at any time
      during  gaming  operations;

-     gaming  devices,  equipment  and  supplies may only be purchased or leased
     from  permitted  suppliers  and,  with  respect  to  gaming equipment, from
     permitted manufacturers;

-     gaming  may  only  take  place  in  the  designated  gaming area while the
      riverboat  is  docked  on  a  designated  river  or  waterway;

-     gaming  equipment  may  not  be  possessed, maintained or exhibited by any
     person  on a riverboat except in the specifically designated gaming area or
     in  a secure area used for inspection, repair or storage of such equipment;

-     wagers may be received only from a person present on a licensed riverboat;

-     persons  under  21  are  not  permitted  in  designated  gaming  areas;

-     except  for  slot machine play, wagers may be made only with tokens, chips
      or  electronic cards  purchased  from  the  licensee  aboard  a riverboat;

-     licensees  may  only  use docking facilities and routes for which they are
      licensed  and  may  only board and discharge passengers at the riverboat's
      licensed berth;

-     licensees  must  have  adequate  protection  and  indemnity  insurance;

-     licensees must have all necessary federal and state licenses, certificates
      and  other regulatory  approvals  prior  to  operating  a  riverboat;  and

-     gaming  may  only be conducted in accordance with the terms of the license
      and  Louisiana  law.

     To  receive a gaming license in Louisiana, an applicant must be found to be
a  person  of  good  character,  honesty  and integrity and a person whose prior
activities,  criminal record, if any, reputation, habits and associations do not
(1)  pose  a  threat  to the public interest of the State of Louisiana or to the
effective  regulation and control of gaming or (2) create or enhance the dangers
of  unsuitable,  unfair  or  illegal  practices,  methods  and activities in the
conduct  of  gaming or the carrying on of business and financial arrangements of
gaming  activities.  In  addition,  the  Louisiana Gaming Control Board will not
grant  a  license  unless  it  finds  that,  among  other  things:

-     the  applicant  can  demonstrate  the capability, either through training,
      education, business  experience  or  a  combination  of  the preceding, to
      operate  a  gaming  operation;
<PAGE>

-     the  proposed  financing  of  the riverboat and the gaming operations is
      adequate for  the  nature of the proposed operation and is from a suitable
      and  acceptable  source;

-     the  applicant  demonstrates  a  proven  ability  to  operate  a vessel of
      comparable size, capacity and complexity to a riverboat so as to ensure
      the safety  of  its  passengers;

-     the  applicant  submits with its application for a license a detailed plan
      of  design  of  the  riverboat;

-     the  applicant  designates  the  docking  facilities  to  be  used  by the
      riverboat;

-     the applicant shows adequate financial ability to construct and maintain a
      riverboat;  and

-     the  applicant  has  a  good  faith  plan  to  recruit,  train and upgrade
      minorities  in  all  employment  classifications.

     An  initial  license  to conduct riverboat gaming operations is valid for a
term  of  five  years  and  legislation  passed  in the 1999 legislative session
provides for renewals every five years thereafter. Louisiana gaming law provides
that  a renewal application for the period succeeding the initial five-year term
of  an operator's license must be made to the Louisiana Gaming Control Board and
must  include  a  statement  under  oath  of any and all changes in information,
including  financial  information,  provided  in  the  previous application. The
transfer  of  a  license  or  an  interest  in a license is prohibited. A gaming
license  is  deemed  to  be a privilege under Louisiana law and, as such, may be
denied,  revoked, suspended, conditioned or limited at any time by the Louisiana
Gaming  Control  Board.  The  Isle-Bossier  City  and the Isle-Lake Charles each
received  a  five-year  renewal  of  their  license  on  July  20,  1999.

     Certain  persons  affiliated  with  a  riverboat gaming licensee, including
directors  and  officers  of the licensee, directors and officers of any holding
company  of  the  licensee  involved in gaming operations, persons holding 5% or
greater  interests  in  the  licensee  and  persons  exercising influence over a
licensee,  are  subject  to  the  application  and  suitability  requirements of
Louisiana  gaming  law.

     The  sale,  purchase,  assignment, transfer, pledge or other hypothecation,
lease, disposition or acquisition by any person of securities which represent 5%
or  more  of the total outstanding shares issued by a licensee is subject to the
approval  of the Louisiana Gaming Control Board. A security issued by a licensee
must  generally  disclose  these restrictions. Prior approval from the Louisiana
Gaming  Control  Board is required for the sale, purchase, assignment, transfer,
pledge  or  other  hypothecation,  lease,  disposition  or  acquisition  of  any
ownership  interest  of  5%  or  more  of  any non-corporate licensee or for the
transfer  of any "economic interest" of 5% or more of any licensee or affiliated
gaming  person.  An  "economic  interest"  is  defined as any interest whereby a
person  receives or is entitled to receive, by agreement or otherwise, a profit,
gain,  thing  of  value,  loan, credit, security interest, ownership interest or
other  benefit.

     Fees  payable  to the state for conducting gaming activities on a riverboat
include  (1)  $50,000 per riverboat for the first year of operation and $100,000
per  year  per  riverboat  thereafter,  plus  (2)  21.5% of net gaming proceeds.
Legislation  was  passed  during the 2001 legislative session that allowed those
riverboats  that  had been required to conduct cruises, including the riverboats
at  the  Isle-Lake  Charles,  to  remain permanently dockside beginning April 1,
2001.  The legislation also increased the gaming tax for operators from 18.5% to
21.5%.  A  statute  also authorizes local governing authorities to levy boarding
fees. We have development agreements with the local governing authorities in the
jurisdictions  in which we operate pursuant to which we make payments in lieu of
boarding  fees.

     A  licensee  must  notify  and/or  seek  approval from the Louisiana Gaming
<PAGE>
Control  Board in connection with any withdrawals of capital, loans, advances or
distributions  in excess of 5% of retained earnings for a corporate licensee, or
of  capital  accounts  for  a partnership or limited liability company licensee,
upon  completion of any such transaction. The Louisiana Gaming Control Board may
issue  an  emergency  order  for  not  more than ten days prohibiting payment of
profits,  income  or accruals by, or investments in, a licensee. Unless excepted
or  waived by the Louisiana Gaming Control Board, riverboat gaming licensees and
their  affiliated  gaming persons must notify the Louisiana Gaming Control Board
60  days  prior to the receipt by any such persons of any loans or extensions of
credit  or modifications thereof. The Louisiana Gaming Control Board is required
to  investigate  the  reported loan, extension of credit or modification thereof
and to determine whether an exemption exists on the requirement of prior written
approval  and,  if  such  exemption  is  not  applicable,  to  either approve or
disapprove the transaction. If the Louisiana Gaming Control Board disapproves of
a  transaction,  the  transaction  cannot  be  entered  into  by the licensee or
affiliated gaming person. We are an affiliated gaming person of our subsidiaries
that  hold the licenses to conduct riverboat gaming at the Isle-Bossier City and
the  Isle-Lake  Charles.

     The  failure  of a licensee to comply with the requirements set forth above
may  result  in  the suspension or revocation of that licensee's gaming license.
Additionally,  if  the  Louisiana Gaming Control Board finds that the individual
owner  or holder of a security of a corporate license or intermediary company or
any  person  with  an  economic  interest  in  a licensee is not qualified under
Louisiana  law, the Louisiana Gaming Control Board may require, under penalty of
suspension  or  revocation  of  the  license,  that  the  person  not:

-     receive  dividends  or  interest  on  securities  of  the  corporation;

-     exercise  directly  or  indirectly  a right conferred by securities of the
      corporation;

-     receive  remuneration  or  economic  benefit  from  the  licensee;

-     exercise  significant  influence  over  activities  of  the  licensee;  or

-     continue  its  ownership  or  economic  interest  in  the  licensee.

     A  licensee  must  periodically  report  the  following  information to the
Louisiana  Gaming  Control Board, which is not confidential and is available for
public  inspection:  (1)  the licensee's net gaming proceeds from all authorized
games,  (2) the amount of net gaming proceeds tax paid and (3) all quarterly and
annual  financial  statements  presenting  historical  data,  including  annual
financial  statements  that have been audited by an independent certified public
auditor.

     During  the  1996 special session of the Louisiana legislature, legislation
was  enacted  placing  on  the  ballot for a statewide election a constitutional
amendment limiting the expansion of gaming, which was subsequently passed by the
voters.  As  a  result,  local  option  elections  are  required  before  new or
additional  forms  of  gaming  can  be  brought  into  a  parish.

     Proposals  to  amend or supplement Louisiana's riverboat gaming statute are
frequently  introduced in the Louisiana State legislature. There is no assurance
that  changes  in  Louisiana gaming law will not occur or that such changes will
not  have  a  material  adverse  effect  on  our  business  in  Louisiana.
<PAGE>
MISSISSIPPI

     In  June  1990,  Mississippi enacted legislation legalizing dockside casino
gaming for counties along the Mississippi River, which is the western border for
most  of the state, and the Gulf Coast, which is the southern border for most of
the state. The legislation gave each of those counties the opportunity to hold a
referendum  on  whether  to  allow dockside casino gaming within its boundaries.

     Gaming  vessels in Mississippi must be located on the Mississippi River, on
navigable  waters  in  eligible  counties  along the Mississippi River or in the
waters lying south of the counties along the Mississippi Gulf Coast. Mississippi
law  permits  unlimited stakes gaming on permanently moored vessels on a 24-hour
basis  and  does not restrict the percentage of space, which may be utilized for
gaming.  There  are  no limitations on the number of gaming licenses that may be
issued  in  Mississippi.

     The ownership and operation of gaming facilities in Mississippi are subject
to  extensive  state  and  local  regulation  intended  to:

-     prevent  unsavory or unsuitable persons from having any direct or indirect
      involvement  with  gaming  at  any  time  or  in  any  capacity;

-     establish and maintain responsible accounting practices and procedures for
      gaming  operations;

-     maintain  effective  control  over  the  financial practices of licensees,
      including establishing  minimum procedures for internal fiscal affairs and
      safeguarding of assets and revenues, providing reliable record keeping and
      making  periodic  reports;

-     provide  a  source  of  state  and  local  revenues  through  taxation and
      licensing  fees;

-     prevent  cheating  and  fraudulent  practices;  and

-     ensure  that  gaming  licensees,  to  the  extent  practicable,  employ
      Mississippi  residents.

     The  regulations are  subject  to  amendment  and  interpretation  by  the
Mississippi  Gaming Commission.  Changes in Mississippi laws or regulations may
limit  or otherwise materially affect the types of gaming that may be conducted
in Mississippi and such changes, if enacted, could have an adverse effect on us
and  our  Mississippi  gaming  operations.

     We  are  registered  as  a  publicly  traded  holding  company  under  the
Mississippi Gaming Control Act. Our gaming operations in Mississippi are subject
to  regulatory  control  by  the  Mississippi  Gaming  Commission, the State Tax
Commission  and  various  other  local,  city  and  county  regulatory  agencies
(collectively  referred  to  as  the  "Mississippi  Gaming  Authorities").  Our
subsidiaries  have  obtained  gaming  licenses  from  the  Mississippi  Gaming
Authorities.  Any  proposed  gaming  operations  outside of Mississippi are also
subject  to  approval by the Mississippi Gaming Commission. The licenses held by
our  Mississippi  gaming  operations  have  terms  of  three  years  and are not
transferable. The Isle-Biloxi received a renewal gaming license in May 2000, the
Isle-Vicksburg  obtained  a  renewal  gaming  license  in February 2001, and the
Isle-Tunica  obtained  a  renewal  gaming  license in May 2001. The Isle-Natchez
received  its  current  license  in  June  2000,  and the Isle-Lula received its
current  licenses  in  July 2000. There is no assurance that new licenses can be
obtained  at  the  end  of  each  three-year  period of a license. Moreover, the
Mississippi  Gaming  Commission  may,  at  any  time, and for any cause it deems
reasonable,  revoke, suspend, condition, limit or restrict a license or approval
to  own  shares  of  stock  in  our  subsidiaries  that  operate in Mississippi.

     Substantial  fines  for  each  violation  of  Mississippi's  gaming laws or
<PAGE>
regulations may be levied against us, our subsidiaries and the persons involved.
A  violation  under  a  gaming license held by a subsidiary of ours operating in
Mississippi  may  be  deemed  a  violation of all the other licenses held by us.

     We,  along  with  each  of  our  Mississippi  gaming  subsidiaries,  must
periodically  submit  detailed  financial,  operating  and  other reports to the
Mississippi  Gaming  Commission  and/or  the  State  Tax  Commission.  Numerous
transactions, including substantially all loans, leases, sales of securities and
similar financing transactions entered into by any of ours operating a casino in
Mississippi,  must  be  reported  to  or  approved  by  the  Mississippi  Gaming
Commission.  In  addition,  the  Mississippi  Gaming  Commission  may,  at  its
discretion,  require  additional  information  about  our  operations.

     Certain  of  our  officers  and  employees  and the officers, directors and
certain  key  employees  of  our  Mississippi  gaming subsidiaries must be found
suitable  or  be  licensed by the Mississippi Gaming Commission. We believe that
all  required  findings  of  suitability  related  to  all  of  our  Mississippi
properties  have  been  applied for or obtained, although the Mississippi Gaming
Commission at its discretion may require additional persons to file applications
for  findings  of  suitability.  In  addition,  any  person  having  a  material
relationship  or  involvement  with  us  may be required to be found suitable or
licensed,  in  which  case  those persons must pay the costs and fees associated
with  such  investigation.  The  Mississippi  Gaming  Commission  may  deny  an
application for a finding of suitability for any cause that it deems reasonable.
Changes in certain licensed positions must be reported to the Mississippi Gaming
Commission. In addition to its authority to deny an application for a finding of
suitability,  the Mississippi Gaming Commission has jurisdiction to disapprove a
change  in  a licensed position. The Mississippi Gaming Commission has the power
to  require  us  and  any  of  our Mississippi gaming subsidiaries to suspend or
dismiss  officers,  directors  and other key employees or to sever relationships
with  other  persons  who  refuse  to  file appropriate applications or whom the
authorities  find  unsuitable  to  act  in  such  capacities.

     Employees  associated with gaming must obtain work permits that are subject
to  immediate  suspension  under  certain  circumstances. The Mississippi Gaming
Commission will refuse to issue a work permit to a person who has been convicted
of  a  felony,  committed  certain  misdemeanors  or  knowingly  violated  the
Mississippi  Gaming  Control  Act, and it may refuse to issue a work permit to a
gaming  employee  for  any  other  reasonable  cause.

     At any time, the Mississippi Gaming Commission has the power to investigate
and  require  the finding of suitability of any record or beneficial stockholder
of ours. The Mississippi Gaming Control Act requires any person who individually
or  in  association  with  others  acquires,  directly or indirectly, beneficial
ownership  of  more than 5% of our common stock to report the acquisition to the
Mississippi  Gaming  Commission,  and  such  person  may be required to be found
suitable.  In  addition,  the Mississippi Gaming Control Act requires any person
who,  individually  or  in  association  with  others,  becomes,  directly  or
indirectly, a beneficial owner of more than 10% of our common stock, as reported
to  the  U.S.  Securities  and  Exchange  Commission,  to apply for a finding of
suitability by the Mississippi Gaming Commission and pay the costs and fees that
the  Mississippi  Gaming  Commission  incurs  in  conducting  the investigation.

     The Mississippi Gaming Commission has generally exercised its discretion to
require  a  finding  of suitability of any beneficial owner of more than 5% of a
registered  publicly  traded  holding  company's stock. However, the Mississippi
Gaming  Commission  has  adopted  a  policy  that  generally  permits  certain
institutional  investors  to own beneficially up to 15% of a registered publicly
traded  holding  company's  stock  without  a  finding  of  suitability.  If  a
stockholder  who  must be found suitable is a corporation, partnership or trust,
it  must submit detailed business and financial information, including a list of
beneficial  owners.

     Any  person who fails or refuses to apply for a finding of suitability or a
<PAGE>
license  within  30  days after being ordered to do so by the Mississippi Gaming
Commission  may  be  found unsuitable. We believe that compliance by us with the
licensing  procedures  and  regulatory  requirements  of  the Mississippi Gaming
Commission will not affect the marketability of our securities. Any person found
unsuitable  who  holds,  directly or indirectly, any beneficial ownership of our
securities  beyond such time as the Mississippi Gaming Commission prescribes may
be  guilty  of  a  misdemeanor.  We are subject to disciplinary action if, after
receiving  notice that a person is unsuitable to be a stockholder or to have any
other relationship with us or our subsidiaries operating casinos in Mississippi,
we:

-     pay  the  unsuitable  person  any  dividend or other distribution upon its
      voting  securities;

-     recognize  the  exercise,  directly  or  indirectly,  of any voting rights
      conferred  by  its  securities;

-     pay  the  unsuitable  person  any  remuneration  in  any form for services
      rendered  or  otherwise,  except  in  certain  limited  and  specific
      circumstances;  or

-     fail  to  pursue  all  lawful  efforts to require the unsuitable person to
      divest itself  of  the  securities, including, if necessary, our immediate
      purchase of  the  securities  for  cash  at  a  fair  market  value.

     We  may  be  required to disclose to the Mississippi Gaming Commission upon
request  the  identities  of  the  holders  of  any  of  our debt securities. In
addition,  under  the  Mississippi  Gaming  Control  Act, the Mississippi Gaming
Commission  may,  in  its  discretion,  (1)  require  holders of our securities,
including  the notes, to file applications, (2) investigate such holders and (3)
require  such holders to be found suitable to own such securities.  Although the
Mississippi  Gaming Commission generally does not require the individual holders
of  obligations  such  as  the  notes to be investigated and found suitable, the
Mississippi  Gaming  Commission  retains the discretion to do so for any reason,
including  but  not  limited  to  a  default,  or  where  the holder of the debt
instrument  exercises  a  material  influence  over the gaming operations of the
entity  in  question.  Any  holder  of  debt  securities required to apply for a
finding  of  suitability  must  pay  all  investigative  fees  and  costs of the
Mississippi  Gaming  Commission  in  connection  with  such  an  investigation.

     The  Mississippi regulations provide that a change in control of us may not
occur  without  the  prior  approval  of  the  Mississippi  Gaming  Commission.
Mississippi  law  prohibits  us  from making a public offering of our securities
without  the  approval  of  the Mississippi Gaming Commission if any part of the
proceeds  of the offering is to be used to finance the construction, acquisition
or  operation  of  gaming  facilities  in  Mississippi,  or  to retire or extend
obligations  incurred  for  one  or  more  such purposes. The Mississippi Gaming
Commission  has  the  authority  to  grant  a  continuous approval of securities
offerings  and  has  granted  such approval for us, subject to renewal every two
years.

     Regulations  of  the  Mississippi  Gaming  Commission  prohibit  certain
repurchases  of  securities  of  publicly traded holding corporations registered
with  the  Mississippi  Gaming  Commission,  including holding companies such as
ours,  without prior approval of the Mississippi Gaming Commission. Transactions
covered  by these regulations are generally aimed at discouraging repurchases of
securities  at  a premium over market price from certain holders of greater than
3%  of the outstanding securities of the registered publicly traded corporation.
The regulations of the Mississippi Gaming Commission also require prior approval
for  a  "plan  of  recapitalization"  as  defined  in  such  regulations.

     We  must  maintain in the State of Mississippi current stock ledgers, which
may  be  examined  by  the  Mississippi  Gaming  Authorities at any time. If any
securities  are held in trust by an agent or by a nominee, the record holder may
be  required to disclose the identity of the beneficial owner to the Mississippi
Gaming Authorities. A failure to make such disclosure may be grounds for finding
the  record  holder unsuitable. We must render maximum assistance in determining
the  identity  of  the  beneficial  owner.
<PAGE>
     Mississippi  law  requires  that  certificates  representing  shares of our
common stock bear a legend to the general effect that the securities are subject
to  the Mississippi Gaming Control Act and regulations of the Mississippi Gaming
Commission.  The  Mississippi  Gaming  Commission  has  the authority to grant a
waiver  from  the  legend  requirement,  which we have obtained. The Mississippi
Gaming  Commission,  through  the  power  to regulate licenses, has the power to
impose  additional  restrictions  on  the holders of our securities at any time.

     The Mississippi Gaming Commission enacted a regulation requiring that, as a
condition  to  licensure or license renewal, an applicant must provide a plan to
develop infrastructure facilities amounting to 25% of the cost of the casino and
a  parking  facility capable of accommodating 500 cars. In 1999, the Mississippi
Gaming  Commission  approved  amendments  to  this regulation that increased the
infrastructure development requirement from 25% to 100% for new casinos (or upon
acquisition  of  a  closed  casino),  but  grandfathered  existing licensees and
development  plans  approved  prior  to the effective date of the new regulation
(including  the  Isle-Tunica  and  the  Isle-Lula).  "Infrastructure facilities"
include  any  of  the  following:

-     a 250-room or larger hotel of at least a two-star rating as defined by the
      current  edition  of  the  Mobil  Travel  Guide;

-     theme  parks;

-     golf  courses;

-     marinas;

-     entertainment  facilities;

-     tennis  complexes;  and

-     any  other  facilities  approved  by  the  Mississippi  Gaming Commission.

     Parking facilities, roads, sewage and water systems or civic facilities are
not  considered  "infrastructure  facilities." The Mississippi Gaming Commission
may  reduce  the  number  of  rooms  required in a hotel if it is satisfied that
sufficient  rooms  are  available  to  accommodate  the  anticipated  number  of
visitors.

     License  fees  and taxes are payable to the State of Mississippi and to the
counties  and  cities  in  which  a  Mississippi  gaming subsidiary's respective
operations  will  be  conducted.  The  license  fee  payable  to  the  state  of
Mississippi  is  based  upon gross revenue of the licensee (generally defined as
gaming  receipts  less  payout  to customers as winnings) and equals 4% of gross
revenue  of  $50,000 or less per month, 6% of gross revenue in excess of $50,000
but  less than $134,000 per calendar month, and 8% of gross revenue in excess of
$134,000  per calendar month. The foregoing license fees are allowed as a credit
against  the  licensee's  Mississippi  income  tax  liability for the year paid.
Additionally,  a licensee must pay a $5,000 annual license fee and an annual fee
based upon the number of games it operates. The gross revenue tax imposed by the
Mississippi  communities and counties in which our casino operations are located
equals  0.4%  of  gross  revenue  of $50,000 or less per calendar month, 0.6% of
gross revenue over $50,000 and less than $134,000 per calendar month and 0.8% of
gross  revenue  greater  than  $134,000 per calendar month. These fees have been
imposed  in,  among  other cities and counties, Biloxi, Vicksburg, Tunica County
and  Coahoma  County. Certain local and private laws of the state of Mississippi
may  impose  fees or taxes on the Mississippi gaming subsidiaries in addition to
the  fees  described  above.

     The  Mississippi Gaming Commission requires, as a condition of licensure or
<PAGE>
license  renewal, that casino vessels on the Mississippi Gulf Coast that are not
self-propelled  must  be  moored  to  withstand  a Category 4 hurricane with 155
mile-per-hour  winds  and  15-foot  tidal  surge.  We  believe  that  all of our
Mississippi gaming locations currently meet this requirement. A 1996 Mississippi
Gaming  Commission regulation prescribes the hurricane emergency procedure to be
used  by  the  Mississippi  Gulf  Coast  casinos.

     The sale of food or alcoholic beverages at our Mississippi gaming locations
is  subject  to  licensing,  control  and regulation by the applicable state and
local  authorities.  The  agencies involved have full power to limit, condition,
suspend  or revoke any such license, and any such disciplinary action could (and
revocation  would)  have  a  material  adverse effect upon the operations of the
affected  casino  or  casinos.  Certain  of  our  officers  and managers and our
Mississippi  gaming  subsidiaries must be investigated by the Alcoholic Beverage
Control  Division  of the State Tax Commission in connection with liquor permits
that  have been issued. The Alcoholic Beverage Control Division of the State Tax
Commission  must  approve  all  changes  in  licensed  positions.

     On  three  separate  occasions  since 1998, certain anti-gaming groups have
proposed referenda that, if adopted, would have banned gaming in Mississippi and
required  that  gaming entities cease operations within two years after the ban.
All  three  referenda  were  declared invalid by Mississippi courts because each
lacked  a  required  government  revenue  impact  statement.

MISSOURI

     Conducting  gambling  games  and  operating  an  excursion gambling boat in
Missouri are subject to extensive regulation under Missouri's Riverboat Gambling
Act  and  the  rules and regulations promulgated thereunder. The Missouri Gaming
Commission  was  created  by  the Missouri Riverboat Gambling Act and is charged
with  regulatory  authority  over  riverboat  gaming  operations  in  Missouri,
including  the  issuance  of riverboat gaming licenses. In June 2000, IOC-Kansas
City,  Inc.,  a  subsidiary  of  ours,  was issued a riverboat gaming license in
connection  with  our  Kansas  City  operation.  Additionally, in December 2001,
IOC-Boonville, Inc., a subsidiary of ours, was issued a riverboat gaming license
for  our  Boonville  operation.

     In  order  to  obtain  a  riverboat  gaming license, the proposed operating
business  entity must complete a Class A Riverboat Gaming Application, comprised
of  comprehensive  application  forms,  including corroborating attachments, and
undergo an extensive background investigation by the Missouri Gaming Commission.
In  addition, each key person associated with the applicant (including owners of
a significant direct or indirect interest in the applicant, directors, officers,
and  managers) must complete a Riverboat Gaming Application Form I and undergo a
background  investigation.  An  applicant  will not receive a license to conduct
gambling  games  and  to operate an excursion gambling boat if the applicant and
its  key  persons  have  not  established good repute and moral character and no
licensee shall either employ or contract with any person who has pled guilty to,
or  been  convicted  of, a felony, to perform any duties directly connected with
the  licensee's  privileges  under  a  license  granted  by the Commission. Each
license  granted  entitles  a licensee to conduct gambling games on an excursion
gambling boat or to operate an excursion gambling boat and the equipment thereon
from  a  specific  location.  The duration of the license initially runs for two
one-year  terms;  thereafter,  two-year  terms.  The  Commission  also
licenses  the  serving  of  alcoholic  beverages  on  riverboats  and  adjacent
facilities.  In  addition,  all  local income, earnings, use, property and sales
taxes  are  applicable  to  licensees.

     In  determining  whether  to  grant a license, the Commission considers the
following  factors,  among others: (i) the integrity of the applicants; (ii) the
types  and  variety  of  games the applicant may offer; (iii) the quality of the
physical  facility,  together  with improvements and equipment, and how soon the
project  will  be  completed;  (iv)  the  financial  ability of the applicant to
develop  and  operate  the facility successfully; (v) the status of governmental
actions  required  by  the  facility;  (vi) management ability of the applicant;
(vii)  compliance  with  applicable  statutes,  rules,  charters and ordinances;
(viii) the economic, ecological and social impact of the facility as well as the
cost  of  public  improvements; (ix) the extent of public support or opposition;
<PAGE>
(x)  the  plan  adopted  by  the  home  dock city or county; and (xi) effects on
competition.

     A  licensee  is  subject  to  the  imposition  of  penalties, suspension or
revocation  of  its  license for any act that is injurious to the public health,
safety,  morals,  good  order, and general welfare of the people of the state of
Missouri,  or  that  would  discredit  or  tend to discredit the Missouri gaming
industry  or the state of Missouri, including without limitation: (i) failing to
comply  with  or  make  provision for compliance with the legislation, the rules
promulgated  thereunder  or  any federal, state or local law or regulation; (ii)
failing  to  comply  with  any  rules,  order  or  ruling of the Missouri Gaming
Commission or its agents pertaining to gaming; (iii) receiving goods or services
from  a person or business entity who does not hold a supplier's license but who
is  required  to  hold  such license by the legislation or the rules; (iv) being
suspended  or  ruled  ineligible or having a license revoked or suspended in any
state  of  gaming  jurisdiction;  (v)  associating  with,  either socially or in
business  affairs,  or  employing persons of notorious or unsavory reputation or
who  have  extensive  police  records,  or who have failed to cooperate with any
officially  constituted investigatory or administrative body and would adversely
affect  public  confidence  and  trust in gaming; (vi) employing in any Missouri
gaming operation any person known to have been found guilty of cheating or using
any  improper  device  in connection with any gambling game; (vii) use of fraud,
deception, misrepresentation or bribery in securing any license or permit issued
pursuant  to  the  legislation;  (viii)  obtaining  any  fee,  charge,  or other
compensation  by  fraud,  deception or misrepresentation; and (ix) incompetence,
misconduct,  gross  negligence,  fraud,  misrepresentation  or dishonesty in the
performance  of  the  functions  or  duties  regulated by the Missouri Riverboat
Gambling  Act.

     An  ownership  interest  in  a license or in a business entity that holds a
license,  other  than  a  publicly  held business entity, may not be transferred
without  the  approval  of  the  Missouri  Gaming  Commission.  In  addition, an
ownership  interest  in  a  license  or  in a business entity which holds either
directly  or  indirectly  a license, other than a publicly held business entity,
may  not  be pledged as collateral to other than a regulated bank or savings and
loan  association  without  the  Missouri  Gaming  Commission's  approval.

     Every  employee  participating in a riverboat gaming operation must hold an
occupational  license.  In  addition,  the  Missouri  Gaming  Commission  issues
supplier's  licenses,  which  authorize  the  supplier licensee to sell or lease
gaming  equipment  and  supplies  to  any  licensee involved in the operation of
gaming  operations.

     Riverboat  gaming operations may only be conducted on the Missouri River or
Mississippi River. Although, all of the excursion gambling boats in Missouri are
permanently  moored  boats  or barges, a two hour simulated cruise is imposed in
order to ensure the enforcement of loss limit restrictions. Missouri law imposes
a  maximum  loss  per  person  per cruise of $500. Minimum and maximum wagers on
games are set by the licensee and wagering may be conducted only with a cashless
wagering system, whereby money is converted to tokens, electronic cards or chips
that  can  only be used for wagering. No person under the age of 21 is permitted
to  wager,  and  wagers  may  only  be taken from a person present on a licensed
excursion  gambling  boat.

     The  Missouri Riverboat Gambling Act imposes a 20% wagering tax on adjusted
gross  receipts  (generally  defined  as  gross  receipts  less winnings paid to
wagerers)  from gambling games. The tax imposed is to be paid by the licensee to
the  Commission  on  the  day  after  the  day when the wagers were made. Of the
proceeds  of  that  tax, 10% goes to the local government where the home dock is
located,  and  the  remainder  goes  to  the  state  of  Missouri.

     The  Missouri  Riverboat  Gambling  Act  also requires that licensees pay a
$2.00  admission  tax to the Missouri Gaming Commission for each person admitted
to  a  gaming  cruise.  The  licensee  is  required to maintain public books and
records  clearly  showing amounts received from admission fees, the total amount
of  gross  receipts  and  the  total  amount  of  adjusted  gross  receipts.
<PAGE>

IOWA

     In  1989,  the  State of Iowa legalized riverboat gaming on the Mississippi
River  and  other  waterways  located  in  Iowa.  The legislation authorized the
granting of licenses to not-for-profit corporations that, in turn, are permitted
to  enter  into  operating  agreements  with qualified persons who also actually
conduct  riverboat  gaming  operations. Such operators must likewise be approved
and  licensed  by  the  Iowa  Racing  and  Gaming  Commission  (the "Iowa Gaming
Commission").

     Isle-Bettendorf  has  the  right  to renew its operator's contract with the
Riverbend  Regional  Authority,  a  not-for profit corporation organized for the
purpose  of  facilitating  riverboat  gaming in Bettendorf, Iowa, for succeeding
three-year  periods  as  long  as  Scott  County  voters  approve  gaming in the
jurisdiction.  Under the operator's contract, Isle-Bettendorf pays the Riverbend
Regional  Authority a fee equal to 4.1% of the adjusted gross receipts. Further,
Isle-Bettendorf  generally  must  pay  a  fee to the City of Bettendorf equal to
1.65%  of  adjusted  gross  receipts.

     In  June  1994,  Upper  Mississippi  Gaming  Corporation,  a not-for-profit
corporation  organized  for  the  purpose  of  facilitating  riverboat gaming in
Marquette, Iowa, entered into an operator's agreement for the Isle-Marquette for
a  period  of  twenty-five years. Under the management agreement, the non-profit
organization  is to be paid a fee of $0.50 per passenger. Further, pursuant to a
dock site agreement (which also has a term of twenty-five years), Isle-Marquette
is  required  to  pay  a fee to the City of Marquette in the amount of $1.00 per
passenger,  plus a fixed amount of $15,000 per month and 2.5% of gaming revenues
(less  state  wagering  taxes)  in  excess  of $20.0 million but less than $40.0
million;  5%  of  gaming revenues (less state wagering taxes) in excess of $40.0
million  but  less  than  $60.0 million; and 7.5% of gaming revenues (less state
wagering  taxes)  in  excess  of  $60.0  million.

     On  October  2000,  the  Riverboat  Development Authority, a not-for-profit
corporation  organized  for  the  purpose  of  facilitating  riverboat gaming in
Davenport,  Iowa, entered into an operator's agreement with Isle-Davenport, Inc.
to conduct riverboat gaming in Davenport, Iowa. The operating agreement requires
Isle-Davenport  to make weekly payments to the qualified sponsoring organization
equal to 4.1% of each week's adjusted gross receipts (as defined in the enabling
legislation)  or $38,461.54, whichever is greater. This agreement will remain in
effect  through  March 31, 2009 and may be extended by Isle-Davenport so long as
it holds a license to conduct gaming. In addition, Isle-Davenport pays a docking
fee,  gaming  tax  and  a  payment  in  lieu  of taxes to the City of Davenport.
Pursuant  to a development agreement with the City, Isle-Davenport has exclusive
docking  privileges  in  the  City  of  Davenport  until  March  31,  2017  in
consideration  of  this docking fee. The docking fee has both a fixed base and a
per  passenger  increment. The fixed fee commenced April 1, 1994 at $111,759 and
increases  annually  by 4%. The incremental component is a $0.10 charge for each
passenger  in  excess of 1,117,579 passengers (which charge also increases by 4%
per  year).  The City is also guaranteed an annual gaming tax of $558,789.50 per
year  (based on a minimum passenger floor count of 1,117,579 passengers at $0.50
per passenger). Finally, Isle-Davenport is obligated to pay a payment in lieu of
taxes to support the downtown development district. This annual lump sum payment
is  in  the  amount  of $123,516 plus $0.20 per passenger in excess of 1,117,579
passengers.  This  payment  in  lieu  of  taxes  is further subject to a minimum
$226,179  per  year  payment.

     Iowa law permits gaming licensees to offer unlimited stakes gaming on games
approved  by  the  Iowa  Gaming  Commission  on a 24-hour basis. Dockside casino
gaming  is authorized by the Iowa Gaming Commission although the licensed vessel
is  required  to  conduct at least one two-hour excursion cruise each day for at
least  100  days  during  the  excursion season. The legal age for gaming is 21.

     The  enabling  legislation  gives  each  county  the  opportunity to hold a
referendum on whether to allow casino gaming within its boundaries. A referendum
was  passed  in  Scott County in April 1994, with 80% voting in favor of passage
and  authorizing  casino gaming in Bettendorf and Davenport for a period of nine
<PAGE>
years  from  the  issuance  dates  of  the  respective  licenses.  Similarly,  a
referendum  was  passed in Clayton County with approximately 60% voting in favor
of passage. Another referendum will be held on November 5, 2002 and if approved,
subsequent  referenda  will  occur  at  eight-year  intervals.

     All  Iowa  licenses  were  approved  for  renewal at the March 7, 2002 Iowa
Gaming  Commission meeting. These licenses are not transferable and will need to
be renewed in March 2003 and prior to the commencement of each subsequent annual
renewal  period.

     The  ownership  and  operation  of gaming facilities in Iowa are subject to
extensive  state  laws,  regulations  of  the Iowa Gaming Commission and various
county  and  municipal  ordinances  (collectively,  the  "Iowa  Gaming  Laws"),
concerning  the  responsibility,  financial  stability  and  character of gaming
operators  and  persons financially interested or involved in gaming operations,
Iowa Gaming Laws seek to: (1) prevent unsavory or unsuitable persons from having
direct  or  indirect involvement with gaming at any time or in any capacity; (2)
establish  and  maintain  responsible  accounting  practices and procedures; (3)
maintain  effective control over the financial practices of licensees (including
the  establishment  of  minimum  procedures  for  internal  fiscal  affairs, the
safeguarding  of  assets  and revenues, the provision of reliable record keeping
and the filing of periodic reports with the Iowa Gaming Commission); (4) prevent
cheating  and  fraudulent practices; and (5) provide a source of state and local
revenues  through taxation and licensing fees. Changes in Iowa Gaming Laws could
have  a  material  adverse  effect  on  the  Iowa  gaming  operations.

     Gaming  licenses  granted  to  individuals  must be renewed every year, and
licensing  authorities  have  broad  discretion  with  regard  to such renewals.
Licenses  are  not transferable. The Iowa gaming operations must submit detailed
financial and operating reports to the Iowa Gaming Commission. Certain contracts
of  licensees in excess of $50,000 must be submitted to and approved by the Iowa
Gaming  Commission.

     Certain  officers, directors, managers and key employees of the Iowa gaming
operations  are required to be licensed by the Iowa Gaming Commission. Employees
associated  with  gaming  must obtain work permits that are subject to immediate
suspension  under  specific circumstances. In addition, anyone having a material
relationship  or  involvement with the Iowa gaming operations may be required to
be  found  suitable  or  to  be  licensed,  in which case those persons would be
required  to  pay the costs and fees of the Iowa Gaming Commission in connection
with the investigation. The Iowa Gaming Commission may deny an application for a
license for any cause deemed reasonable. In addition to its authority to deny an
application  for  license,  the  Iowa  Gaming  Commission  has  jurisdiction  to
disapprove  a  change  in position by officers or key employees and the power to
require  the Iowa gaming operations to suspend or dismiss officers, directors or
other key employees or sever relationships with other persons who refuse to file
appropriate  applications or whom the Iowa Gaming Commission finds unsuitable to
act  in  such  capacities.

     The  Iowa  Gaming  Commission  may revoke a gaming license if the licensee:

-     has  been  suspended  from  operating  a  gaming  operation  in  another
      jurisdiction  by  a  board  or  commission  of  that  jurisdiction;

-     has  failed  to  demonstrate  financial  responsibility sufficient to meet
      adequately  the  requirements  of  the  gaming  enterprise;

-     is  not  the  true  owner  of  the  enterprise;

-     has  failed  to  disclose  ownership  of  other persons in the enterprise;

-     is  a  corporation  10%  of the stock of which is subject to a contract or
      option to purchase at any time during the period for which the license was
<PAGE>
      issued, unless  the  contract  or  option was disclosed to the Iowa Gaming
      Commission and  the  Iowa  Gaming Commission approved the sale or transfer
      during the  period  of  the  license;

-     knowingly  makes  a  false statement of a material fact to the Iowa Gaming
      Commission;

-     fails to meet a monetary obligation in connection with an excursion gaming
      boat;

-     pleads  guilty  to,  or  is  convicted  of  a  felony;

-     loans  to  any  person,  money  or other thing of value for the purpose of
      permitting  that  person  to  wager  on  any  game  of  chance;

-     is delinquent in the payment of property taxes or other taxes or fees or a
      payment of  any other contractual obligation or debt due or owed to a city
      or county;  or

-     assigns,  grants  or  turns  over  to  another  person  the operation of a
      licensed excursion  boat (this provision does not prohibit assignment of a
      management contract  approved  by  the  Iowa Gaming Commission) or permits
      another person  to have a share of the money received for admission to the
      excursion  boat.

     If  it  were  determined  that  the  Iowa  Gaming  Laws  were violated by a
licensee,  the  gaming  licenses  held  by  a  licensee  could  be limited, made
conditional,  suspended  or  revoked.  In addition, the licensee and the persons
involved  could  be  subject to substantial fines for each separate violation of
the  Iowa  Gaming  Laws  in  the  discretion  of  the  Iowa  Gaming  Commission.
Limitations,  conditioning  or  suspension  of  any  gaming  license  could (and
revocation  of  any  gaming  license  would)  have  a material adverse effect on
operations.

     The  Iowa  Gaming  Commission  may  also  require  any individual who has a
material  relationship  with  the  Iowa gaming operations to be investigated and
licensed  or  found  suitable.  The  Iowa  Gaming  Commission,  prior  to  the
acquisition,  must  approve  any  person who acquires 5% or more of a licensee's
equity  securities.  The  applicant  stockholder is required to pay all costs of
this  investigation.

     Gaming  taxes  approximating  20%  of  the  adjusted gross receipts will be
payable  by  each  licensee on its operations to the State of Iowa. In addition,
there  are  costs  that  include  a  $50,000  initial  application  fee,  yearly
operations  fees and all costs associated with monitoring and enforcement by the
Iowa  Gaming  Commission  and  the  Iowa  Department  of Criminal Investigation.

COLORADO

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

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

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

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

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

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

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

-     a registered broker or dealer retains possession of voting securities of a
      publicly traded licensee or of a publicly traded company affiliated with a
      licensee for  its  customers  and  not  for its own account, and exercises
      voting rights  for  less than 5% of the outstanding voting securities of a
      publicly traded  licensee  or  publicly  traded  company affiliated with a
      licensee;

-     a  registered  broker  or dealer acts as a market maker for the stock of a
     publicly  traded licensee or of a publicly traded company affiliated with a
     licensee  and  exercises  voting  rights in less than 5% of the outstanding
     voting  securities  of  the  publicly  traded  licensee  or publicly traded
     company  affiliated  with  a  licensee;

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

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

-     a  person's  sole  ownership  interest  is less than 5% of the outstanding
      voting  securities of  the  publicly  traded  licensee  or publicly traded
      company  affiliated  with  a  licensee.
<PAGE>
     Hence,  our business opportunities, and those of persons with an "ownership
interest"  in  us,  Casino America of Colorado, Inc. or the Isle-Black Hawk, are
limited  to interests that comply with the Colorado Regulations and the Colorado
Commission's  rule.

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

     We  are  a  "publicly  traded  corporation" under the Colorado Regulations.

     Under  the  Colorado Regulations, any person or entity having any direct or
indirect  interest  in  a  gaming licensee or an applicant for a gaming license,
including, but not limited to, us and Casino America of Colorado, Inc. and their
security  holders,  may  be  required  to  supply  the  Colorado Commission with
substantial  information, including, but not limited to, background information,
source  of  funding information, a sworn statement that such person or entity is
not  holding  his  or  her  interest for any other party, and fingerprints. Such
information,  investigation  and  licensing  (or  finding  of suitability) as an
"associated  person"  automatically  will be required of all persons (other than
certain  institutional  investors  discussed below) which directly or indirectly
beneficially  own  10%  or  more of a direct or indirect beneficial ownership or
interest  in Isle-Black Hawk, through their beneficial ownership of any class of
voting  securities  of  us, Casino America of Colorado, Inc. or Isle-Black Hawk.
Those  persons  must  report  their interest within 10 days and file appropriate
applications  within 45 days after acquiring that interest. Persons who directly
or  indirectly  beneficially  own  5% or more (but less than 10%) of a direct or
indirect  beneficial  ownership  or  interest  in Isle-Black Hawk, through their
beneficial ownership of any class of voting securities of Isle-Black Hawk, us or
Casino  America  of  Colorado,  Inc., must report their interest to the Colorado
Commission  within  10 days after acquiring that interest and may be required to
provide  additional  information  and  to  be found suitable. (It is the current
practice of the gaming regulators to require findings of suitability for persons
beneficially  owning  5% or more of a direct or indirect beneficial ownership or
interest,  other  than  certain  institutional  investors  discussed  below.) If
certain  institutional  investors  provide specified information to the Colorado
Commission and are holding for investment purposes only, those investors, in the
Colorado  Commission's  discretion,  may  be  permitted  to  own up to 14.99% of
Isle-Black  Hawk  through  their  beneficial ownership in any class of voting of
securities  of  Isle-Black Hawk, Casino America of Colorado, Inc., or us, before
being  required  to be found suitable. All licensing and investigation fees will
have  to  be paid by the person in question. The associated person investigation
fee  currently  is  $62  per  hour.

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

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

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

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

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

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

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

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

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

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

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

     The  sale,  lease,  purchase and conveyance or acquisition of a controlling
interest  in  Isle-Black  Hawk  is  subject  to  the  approval  of  the Colorado
Commission.  Under  some  circumstances,  we  may  not  sell any interest in our
Colorado  gaming  operations  without  the  prior  approval  of  the  Colorado
Commission.  On  April  1,  2002,  the Colorado Division requested comments with
respect  to  a proposed amendment to the Colorado Gaming Regulations.  Under the
proposed  regulation,  a  publicly  traded  corporation  could  not  directly or
indirectly  acquire  control  of  a licensed publicly traded corporation or of a
publicly  traded  corporation  which  is  an  affiliated  company,  without  a
determination  by  the  Colorado  Division  as  to whether prior approval by the
Colorado  Commission  would  be required.  Under the proposal, information would
need  to  be submitted to the Division within 10 business days after the signing
or  completion  of  a  contract or proposed offer with respect to the changes in
management,  and  general  source  of  funding.  Within  15  business days after
<PAGE>
receipt  of  the  documentation, the Colorado Division would notify the licensee
whether  the  acquisition  would  require  the  prior  approval  of the Colorado
Commission.  There  is no assurance that the proposal will be adopted or that it
will  not  be  amended,  for  example  to  include  any person, in addition to a
publicly  traded  corporation,  seeking  to  acquire control of a licensee or to
include  additional  information  to  be  submitted  to  the  Colorado Division.

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

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

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

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

     The  Colorado  Constitution  permits  a gaming tax of up to 40% on adjusted
gross gaming proceeds, and authorizes the Colorado Commission to change the rate
annually. The current gaming tax rate is 0.25% on adjusted gross gaming proceeds
of  up  to  and including $2.0 million, 2% over $2.0 million up to and including
$4.0 million, 4% over $4.0 million up to and including $5 million, 11% over $5.0
million  up  to  and  including  $10.0 million, 16% over $10.0 million up to and
including  $15.0  million and 20% on adjusted gross gaming proceeds in excess of
$15.0  million.  The City of Black Hawk has imposed an annual device fee of $750
per  gaming  device  and  may  revise  it  from  time  to  time.

     Colorado  participates  in  multi-state  lotteries.

     The  sale  of  alcoholic  beverages  is  subject  to licensing, control and
regulation  by  the  Colorado  Liquor  Agencies.  All  persons  who  directly or
indirectly  hold  a  10%  or  more interest in, or 10% or more of the issued and
outstanding capital stock of, Isle-Black Hawk, through their ownership of Casino
America  of  Colorado,  Inc.  or  us,  must  file  applications  and possibly be
investigated  by the Colorado Liquor Agencies. The Colorado Liquor Agencies also
may investigate those persons who, directly or indirectly, loan money to or have
any  financial interest in liquor licensees. In addition, there are restrictions
on  stockholders,  directors  and  officers  of  liquor  licensees  from being a
stockholder,  director,  officer or otherwise interested in some persons lending
money  to  liquor  licensees or from making loans to other liquor licensees. All
licenses  are  revocable and transferable only in accordance with all applicable
laws.  The  Colorado  Liquor  Agencies  have the full power to limit, condition,
suspend  or  revoke  any  liquor  license and any disciplinary action could (and
revocation  would)  have  a  material  adverse  effect  upon  the  operations of
Isle-Black  Hawk, Casino America of Colorado, Inc. and us. Isle-Black Hawk holds
a  hotel  and  restaurant  liquor  license  for its casino, hotel and restaurant
operations,  rather  than  a  gaming  tavern  license.
<PAGE>

     Accordingly, no person directly or indirectly interested in Isle-Black Hawk
may be directly or indirectly interested in most other types of liquor licenses,
and  specifically  cannot be directly or indirectly interested in an entity that
hold  a gaming tavern license. The remedies of certain lenders may be limited by
applicable  liquor  laws  and  regulations.

NEVADA

     The  ownership  and  operation  of  casino  gaming facilities in Nevada are
subject  to:  (i)  the Nevada Gaming Control Act and the regulations promulgated
thereunder  (collectively, "Nevada Act"); and (ii) various local regulations and
ordinances. We are subject to the licensing and regulatory control of the Nevada
Gaming  Commission  ("Nevada Commission"), the Nevada State Gaming Control Board
("Nevada  Board")  and  the City of Las Vegas. The Nevada Commission, the Nevada
Board  and  the  City  of  Las Vegas are collectively referred to as the "Nevada
Gaming  Authorities."

     The  laws,  regulations  and  supervisory  procedures  of the Nevada Gaming
Authorities  are  based  upon  declarations of public policy which are concerned
with,  among  other things: (i) the prevention of unsavory or unsuitable persons
from  having  a direct or indirect involvement with gaming at any time or in any
capacity;  (ii)  the  establishment  and  maintenance  of responsible accounting
practices  and  procedures; (iii) the maintenance of effective controls over the
financial  practices  of  licensees,  including  the  establishment  of  minimum
procedures  for  internal  fiscal  affairs  and  the  safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports  with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent  practices;  and  (v)  the  provision  of a source of state and local
revenues  through taxation and licensing fees. Changes in such laws, regulations
and  procedures  could  have  an  adverse  effect  on  our  gaming  operations.

     Our  subsidiary that operates Lady Luck-Las Vegas, Gemini, Inc. ("Gemini"),
is  required to be licensed by the Nevada Gaming Authorities. The gaming license
requires  the periodic payment of fees and taxes and is not transferable. Gemini
is  licensed  to  conduct  nonrestricted  gaming  operations.  Our  wholly owned
subsidiary  LL  Holding  Corporation  ("LLHC")  is registered as an intermediary
company  and  has  been  found  suitable  to  own  the  stock  of Gemini. We are
registered  by  the  Nevada  Commission  as  a  publicly  traded  corporation
("Registered  Corporation")  and  have  been  found suitable to own the stock of
LLHC.  Gemini  is  a  corporate  licensee  and LLHC is a registered intermediary
company  (each  individually a "Gaming Subsidiary" and collectively, the "Gaming
Subsidiaries")  under  the terms of the Nevada Act. As a Registered Corporation,
the  Company is required periodically to submit detailed financial and operating
reports  to  the  Nevada  Commission  and furnish any other information that the
Nevada Commission may require. No person may become a stockholder of, or receive
any  percentage  of profits from the Gaming Subsidiaries without first obtaining
licenses  and  approvals  from  the Nevada Gaming Authorities. We and the Gaming
Subsidiaries have obtained from the Nevada Commission the various registrations,
approvals,  permits  and  licenses  (individually  a  "Gaming  License"  and
collectively,  "Gaming  Licenses")  required  in  order  to  engage  in  gaming
activities  in  Nevada.

     The  Nevada  Gaming  Authorities  may  investigate  an individual who has a
material  relationship  to,  or  material  involvement  with  us  or  the Gaming
Subsidiaries in order to determine whether such individual is suitable or should
be  licensed  as  a business associate of a gaming licensee. Officers, directors
and certain key employees of the Gaming Subsidiaries must file applications with
the  Nevada  Gaming  Authorities  and  may  be  required to be licensed or found
suitable by the Nevada Gaming Authorities. Officers, directors and key employees
of  ours  who  are  actively  and  directly involved in gaming activities of the
Gaming  Subsidiaries  may  be  required  to be licensed or found suitable by the
Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application
for  licensing for any cause that they deem reasonable. A finding of suitability
is comparable to licensing, and both require submission of detailed personal and
financial  information  followed  by a thorough investigation. The applicant for
<PAGE>
licensing  or  a  finding  of  suitability  must  pay  all  the  costs  of  the
investigation.  Changes  in  licensed  positions  must be reported to the Nevada
Gaming Authorities and in addition to their authority to deny an application for
a  finding  of  suitability  or  licensure,  the  Nevada Gaming Authorities have
jurisdiction  to  disapprove  a  change  in  a  corporate  position.

     If  the  Nevada Gaming Authorities were to find an officer, director or key
employee  unsuitable  for  licensing  or  unsuitable  to  continue  having  a
relationship  with  us  or the Gaming Subsidiaries, the companies involved would
have  to  sever  all  relationships  with  such  person. In addition, the Nevada
Commission may require us or the Gaming Subsidiaries to terminate the employment
of  any  person  who refuses to file appropriate applications. Determinations of
suitability  or of questions pertaining to licensing are not subject to judicial
review  in  Nevada.

     We  and  the  Gaming Subsidiaries are required to submit detailed financial
and  operating  reports  to  the  Nevada  Commission. Substantially all material
loans,  leases, sales of securities and similar financing transactions by us and
the  Gaming  Subsidiaries  must  be  reported  to,  or  approved  by, the Nevada
Commission  and/or  the  Nevada  Board.

     If  it  were  determined  that  the  Nevada  Act  was  violated by a Gaming
Subsidiary,  the  Gaming  Licenses  it  holds  could  be  limited,  conditioned,
suspended  or  revoked,  subject  to  compliance  with  certain  statutory  and
regulatory  procedures. In addition, us, the Gaming Subsidiaries and the persons
involved  could  be  subject to substantial fines for each separate violation of
the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor
could  be appointed by the Nevada Commission to operate Lady Luck-Las Vegas and,
under  certain  circumstances,  earnings  generated  during  the  supervisor's
appointment  (except  for  the reasonable rental value of the premises) could be
forfeited  to the State of Nevada. Limitation, conditioning or suspension of any
Gaming  License  or the appointment of a supervisor could (and revocation of any
Gaming  License  would)  materially  adversely  affect  our  gaming  operations.

     Any beneficial holder of our voting securities, regardless of the number of
shares  owned, may be required to file an application, be investigated, and have
its  suitability  as  a beneficial holder of our voting securities determined if
the  Nevada Commission has reason to believe that such ownership would otherwise
be inconsistent with the declared policies of the state of Nevada. The applicant
must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting  any  such  investigation.

     The  Nevada  Act  requires  any person who acquires beneficial ownership of
more  than  5%  of our voting securities to report the acquisition to the Nevada
Commission.  The  Nevada Act requires that beneficial owners of more than 10% of
our  voting  securities  apply  to  the  Nevada  Commission  for  a  finding  of
suitability  within thirty days after the Chairman of the Nevada Board mails the
written  notice  requiring  such  filing.  Under  certain  circumstances,  an
"institutional investor," as defined in the Nevada Act, which acquires more than
10%,  but  not  more  than 15%, of our voting securities may apply to the Nevada
Commission  for  a  waiver  of such finding of suitability if such institutional
investor  holds  the  voting  securities  for  investment  purposes  only.  An
institutional  investor  shall  not  be  deemed  to  hold  voting securities for
investment  purposes  unless the voting securities were acquired and are held in
the  ordinary  course  of  business as an institutional investor and not for the
purpose  of  causing,  directly or indirectly, the election of a majority of the
members  of our board of directors, any change in our corporate charter, bylaws,
management,  policies  or  our  operations, any of our gaming affiliates, or any
other  action  that  the Nevada commission finds to be inconsistent with holding
our  voting  securities  for  investment  purposes only. Activities that are not
deemed to be inconsistent with holding voting securities for investment purposes
only  include:  (i)  voting on all matters voted on by stockholders; (ii) making
financial  and  other  inquiries  of  management  of  the  type normally made by
securities  analysts for informational purposes and not to cause a change in its
management,  policies  or  operations;  and  (iii)  such other activities as the
Nevada Commission may determine to be consistent with such investment intent. If
the  beneficial  holder  of  voting  securities  who must be found suitable in a
corporation,  partnership  or  trust,  it  must  submit  detailed  business  and
financial  information  including  a list of beneficial owners. The applicant is
<PAGE>
required  to  pay  all  costs  of  investigation.

     Any  person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or  the  Chairman  of  the  Nevada  Board,  may  be  found  unsuitable. The same
restrictions  apply  to a record owner if the record owner, after request, fails
to  identify  the  beneficial  owner.  Any  stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock of a
Registered  Corporation  beyond  such period of time as may be prescribed by the
Nevada  Commission  may  be  guilty  of  a  criminal  offense. We are subject to
disciplinary  action  if, after we receive notice that a person is unsuitable to
be  a  stockholder  or  to  have any other relationship with us, we (i) pay that
person  any  dividend  or  interest  upon our voting securities, (ii) allow that
person  to  exercise, directly or indirectly, any voting right conferred through
securities  held  by  that  person,  (iii)  pay remuneration in any form to that
person  for  services  rendered  or otherwise, or (iv) fail to pursue all lawful
efforts  to  require such unsuitable person to relinquish his voting securities,
including,  if  necessary,  the  immediate purchase of the voting securities for
cash  at  fair  market  value.

     The  Nevada  Commission  may,  in its discretion, require the holder of any
debt  security of a Registered Corporation to file applications, be investigated
and  be  found suitable to own the debt security of a Registered Corporation. If
the  Nevada  Commission  determines  that  a  person  is  unsuitable to own such
security,  then  pursuant  to  the Nevada Act, the Registered Corporation can be
sanctioned,  including  the loss of its approvals, if without the prior approval
of  the  Nevada  Commission, it: (i) pays to the unsuitable person any dividend,
interest,  or  any  distribution whatsoever; (ii) recognizes any voting right by
such  unsuitable  person  in  connection  with  such  securities; (iii) pays the
unsuitable  person  remuneration  in  any form; or (iv) makes any payment to the
unsuitable  person  by  way  of  principal,  redemption,  conversion,  exchange,
liquidation,  or  similar  transaction.

      We  are  required to maintain a current stock ledger in Nevada that may be
examined  by  the  Nevada  Gaming Authorities at any time. If any securities are
held  in trust by an agent or by a nominee, the record holder may be required to
disclose  the identity of the beneficial owner to the Nevada Gaming Authorities.
A  failure  to make such disclosure may be grounds for finding the record holder
unsuitable. We are also required to render maximum assistance in determining the
identity of the beneficial owner. The Nevada Commission has the power to require
our  stock  certificates  to  bear  a  legend indicating that the securities are
subject  to  the  Nevada  Act.  However,  to date, the Nevada Commission has not
imposed  such  a  requirement  on  us.

     We  may  not  make  a  public  offering of our securities without the prior
approval  of  the  Nevada Commission if the securities or the proceeds therefrom
are  intended  to  be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. In August
2001,  the  Nevada Commission granted us prior approval to make public offerings
for  a  period  of  two years, subject to certain conditions ("Shelf Approval").
However  the Shelf Approval may be rescinded for good cause without prior notice
upon  the  issuance of an interlocutory stop order by the Chairman of the Nevada
Board  and must be renewed at the end of the one-year period. The Shelf Approval
also  applies  to any affiliated company wholly owned by us ("Affiliate"), which
is  or  would  thereby become a publicly traded corporation pursuant to a public
offering.  The Shelf Approval also includes approval for the Gaming Subsidiaries
to  guarantee  any  security issued by, or to hypothecate their assets to secure
the payment or performance of any obligations evidenced by a security issued by,
us  or  an  Affiliate  in  a public offering under the Shelf Approval. The Shelf
Approval  also includes approval to place restrictions upon the transfer of, and
to  enter  into  agreements  not to encumber the equity securities of the Gaming
Subsidiaries  ("Stock  Restrictions").  The Shelf Approval does not constitute a
finding, recommendation or approval by the Nevada Commission or the Nevada Board
as  to  the  accuracy  or
adequacy  of  the prospectus or the investment merits of the securities offered.
Any  representation  to  the  contrary  is  unlawful.

     Changes  in  control  of  us  through merger, consolidation, stock or asset
acquisitions,  management  or  consulting agreements, or any act or conduct by a
<PAGE>
person  whereby  it obtains control, may not occur without the prior approval of
the  Nevada  Commission.  Entities  seeking  to  acquire control of a Registered
Corporation  must satisfy the Nevada Board and Nevada Commission in a variety of
stringent  standards  prior  to assuming control of such Registered Corporation.
The  Nevada  Commission  may  also  require  controlling stockholders, officers,
directors  and  other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of  the  approval  process  relating  to  the  transaction.

     The  Nevada  legislature  has  declared  that  some  corporate acquisitions
opposed  by  management,  repurchases of voting securities and corporate defense
tactics  affecting Nevada gaming licensees, and Registered Corporations that are
affiliated  with  those  operations,  may  be injurious to stable and productive
corporate  gaming.  The Nevada Commission has established a regulatory scheme to
ameliorate  the  potentially  adverse  effects  of these business practices upon
Nevada's  gaming  industry  and  to  further  Nevada's policy to: (i) assure the
financial  stability  of  corporate  gaming operators and their affiliates; (ii)
preserve  the  beneficial  aspects of conducting business in the corporate form;
and  (iii) promote a neutral environment for the orderly governance of corporate
affairs.  Approvals  are,  in  certain  circumstances,  required from the Nevada
Commission before we can make exceptional repurchases of voting securities above
the  current  market price thereof and before a corporate acquisition opposed by
management  can be consummated. The Nevada Act also requires prior approval of a
plan  of  recapitalization  proposed  by our Board of Directors in response to a
tender  offer made directly to the Registered Corporation's stockholders for the
purpose  of  acquiring  shares  of  the  Registered  Corporation.


     License  fees  and taxes, computed in various ways depending on the type of
gaming  or  activity  involved,  are  payable  to the State of Nevada and to the
counties  and  cities  in  which the Nevada licensee's respective operations are
conducted.  Depending  upon  the  particular fee or tax involved, these fees and
taxes  are  payable  either  monthly,  quarterly  or annually and are based upon
either:  (i)  a  percentage  of  the gross revenues received; (ii) the number of
gaming  devices  operated; or (iii) the number of table games operated. A casino
entertainment  tax  is  also  paid  by  casino operations where entertainment is
furnished  in  connection with the serving or selling of food or refreshments or
the  selling  of  any  merchandise.  Nevada  licensees that hold a license as an
operator of a slot route, or a manufacturer's or distributor's license, also pay
certain  fees  and  taxes  to  the  State  of  Nevada.

     Any  person  who is licensed, required to be licensed, registered, required
to  be  registered,  or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada  is required to deposit with the Nevada Board, and thereafter maintain, a
revolving  fund in the amount of $10,000 to pay the expenses of investigation of
the  Nevada  Board  of their participation in such foreign gaming. The revolving
fund  is  subject  to  increase  or  decrease  at  the  discretion of the Nevada
Commission.  Thereafter, Licensees are required to comply with certain reporting
requirements  imposed  by  the  Nevada  Act.  Licensees  are  also  subject  to
disciplinary  action  by the Nevada Commission if it knowingly violates any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fails to
conduct the foreign gaming operation in accordance with the standards of honesty
and  integrity  required  of  Nevada gaming operations, engages in activities or
associations  that  are harmful to the State of Nevada or its ability to collect
gaming  taxes and fees, or employs, contracts or associates with a person in the
foreign  operation  who  has  been denied a license or finding of suitability in
Nevada  on  the  grounds  of  unsuitability.

FLORIDA

     On  June  15,  1995,  the  Florida  Department of Business and Professional
Regulation,  acting  through  its division of pari-mutuel wagering (the "Florida
Division"),  issued  its  final  order  approving  Pompano Park as a pari-mutuel
wagering permit holder for harness and quarter horse racing at Pompano Park. The
Florida  Division approved Pompano Park's license to conduct a total of 152 live
evening  performances  for  the  season beginning July 1, 2002 to June 30, 2003.
<PAGE>
Although  we  do not presently intend to conduct quarter horse racing operations
at  Pompano  Park,  we  may  do  so  in  the future, subject to Florida Division
approval. The Florida Division must approve any transfer of 10% or more of stock
of  a  pari-mutuel  racing  permit  holder  such  as  Pompano  Park.

     The  Florida  Statute  and  the applicable rules and regulations thereunder
(the  "Florida  Statute")  establishes  license  fees,  the  tax  structure  on
pari-mutuel  permit  holders  and  minimum  purse  requirements for breeders and
owners.  The  Florida  Division may revoke or suspend any permit or license upon
the  willful  violation by the permit holder or licensee of any provision of the
Florida  Statute.  Instead  of  suspending  or revoking a permit or license, the
Florida  Division  may  impose  various  civil penalties on the permit holder or
licensee.  Penalties  may  not exceed $1,000 for each count or separate offense.

     Pursuant  to  a Florida Division order and recent enactments to the Florida
Statute,  Pompano  Park  is  also  authorized  to  conduct full-card pari-mutuel
wagering  on:  (1)  simulcast  harness races from outside Florida throughout the
racing  season  and  (2)  night  thoroughbred  races  within  Florida  if  the
thoroughbred  permit  holder  has decided to simulcast night races. Pompano Park
has  been  granted  the  exclusive  right  in  Florida  to  conduct  full-card
simulcasting  of  harness  racing on days during which no live racing is held at
Pompano  Park. However, on non-race days, Pompano Park must offer to rebroadcast
its simulcast signals to pari-mutuel facilities that are not thoroughbred parks.
In addition, Pompano Park may transmit its live races into any dog racing or jai
alai  facility  in  Florida, including Dade and Broward counties, for intertrack
wagering.  The  Florida Statute establishes the percentage split between Pompano
Park  and  the  other  facilities  receiving such signals. Recent legislation in
Florida  provided  certain reductions in applicable tax and license fees related
to  intertrack  wagering  on  broadcasts  of  simulcast  harness  racing  and
thoroughbred  racing.  We  believe that simulcast rights at Pompano Park and the
recent  changes in the Florida Statute are important to Pompano Park's operating
results.

     The  Florida Statute permits pari-mutuel facilities licensed by the Florida
Division to operate card rooms in those counties in which a majority vote of the
County  Commission  has  been  obtained  and a local ordinance has been adopted.
Pompano  Park  closed  its  card  room  in  fiscal  2001 due to lack of profits.

NON-GAMING  REGULATION

     We  are  subject  to  certain  federal,  state and local safety and health,
employment  and  environmental  laws,  regulations  and ordinances that apply to
non-gaming  businesses  generally,  such  as the Clean Air Act, Clean Water Act,
Occupational  Safety  and  Health  Act,  Resource Conservation Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act and the Oil
Pollution  Act of 1990. We have not made, and do not anticipate making, material
expenditures  with  respect to such environmental laws and regulations. However,
the  coverage  and  attendant  compliance  costs  associated  with  such  laws,
regulations  and  ordinances  may  result  in  future  additional  costs  to our
operations.  For  example,  the  Department  of  Transportation  has promulgated
regulations  under  the Oil Pollution Act of 1990 requiring owners and operators
of  certain  vessels  to establish through the Coast Guard evidence of financial
responsibility  for  clean  up  of  oil  pollution.  This  requirement  has been
satisfied  by  proof  of  adequate  insurance.

     Our  riverboats  operated in Louisiana and Iowa must comply with U.S. Coast
Guard  requirements as to boat design, on-board facilities, equipment, personnel
and  safety  and  hold  U.S.  Coast  Guard  Certificates  of  Documentation  and
Inspection.  The  U.S. Coast Guard requirements also set limits on the operation
of  the riverboats and requires licensing of certain personnel involved with the
operation  of the riverboats. Loss of a riverboat's Certificate of Documentation
and  Inspection  could  preclude  its  use  as  a  riverboat casino. Each of our
riverboats  is  inspected  annually  and,  every  five  years,  is  subject  to
dry-docking  for  inspection of its hull, which could result in a temporary loss
of  service.

     The  barges  are  inspected  by third parties and certified with respect to
<PAGE>
stability and single compartment flooding integrity. Our casino barges must also
meet  local fire safety standards. We would incur additional costs if any of our
gaming  facilities were not in compliance with one or more of these regulations.

     Regulations adopted by the Financial Crimes Enforcement Network of the U.S.
Treasury  Department  require  us  to  report currency transactions in excess of
$10,000 occurring within a gaming day, including identification of the patron by
name and social security number. Substantial penalties can be imposed against us
if  we  fail  to  comply  with  these  regulations.

     All  of our shipboard employees, even those who have nothing to do with our
operation  as  a vessel, such as dealers, waiters and security personnel, may be
subject  to the Jones Act that, among other things, exempts those employees from
state  limits  on  workers'  compensation  awards.



<PAGE>
ITEM  2.        PROPERTIES

The  Isle-Bossier  City

     We own approximately 38 acres of land in Bossier City, Louisiana for use in
connection  with  the  Isle-Bossier  City  and  we  own  a  225-room  hotel  on
approximately  10.5  acres  of  land  located 2.5 miles east of the Isle-Bossier
City.

The  Isle-Lake  Charles

     We  own approximately 2.7 acres and lease approximately 16.25 acres of land
in Calcasieu Parish, Louisiana for use in connection with the Isle-Lake Charles.
This  lease  currently  expires in March 2005 and we have the option to renew it
for  sixteen  additional  terms  of  five  years  each. Rent under the Isle-Lake
Charles  lease  is  currently  $1.5 million per year and is subject to increases
based  on  the  Consumer Price Index and construction of hotel facilities on the
property.

The  Isle-Biloxi

     We lease the Biloxi berth from the Biloxi Port Commission at an annual rent
of  the  greater  of $500,000 or 1% of the gross gaming revenue net of state and
local  gaming taxes. The lease terminates on July 1, 2004 and we have the option
to  renew  it for seven additional terms of five years each subject to increases
based  on  the  cost  of  living  index.

     We  lease  our  land-based  facilities from the City of Biloxi at an annual
rent  of  $530,000 per year, plus 3% of the Isle-Biloxi's gross gaming revenues,
net  of  state  and local gaming taxes and fees, in excess of $25.0 million. The
lease  terminates  on  July  1, 2004, but it is renewable at our option for five
additional  terms of five years each and a sixth option renewal term, concluding
on  January  31,  2034,  subject  to  rent increases based on the Consumer Price
Index. In April 1994, we entered into an addendum to this lease that requires us
to pay 4% of our gross non-gaming revenue, net of sales tax, complimentaries and
discounts.

     In  April  1994, in connection with the construction of a hotel, we entered
into  a lease for additional land adjoining the Isle-Biloxi. This lease with the
City of Biloxi is for an initial term of 25 years, with options to renew for six
additional terms of ten years each and a final option period concluding December
31,  2085.  Annual  rent  is  $444,000  plus  4% of gross non-gaming revenue, as
defined  in  the  lease, and renewals are subject to rent increases based on the
Consumer  Price  Index.

     We  are  a  party  to  a  lease  for the exclusive use of approximately 133
parking  spaces  and  the additional use of 169 spaces in another parking lot on
property  adjacent  to the Isle-Biloxi. This lease expires on November 30, 2005.
We  have  also  entered  into  a  joint venture arrangement to sublease property
containing  a  two-level parking garage next to the Isle-Biloxi. The annual rent
under  this  lease  is  approximately  $178,359. We have an option to renew this
lease  every  five  years.

The  Isle-Lula

     We  lease  approximately 1,000 acres of land in Coahoma County, Mississippi
and  utilize  approximately  50  acres  in connection with the operations of the
Isle-Lula.  Unless  terminated  by  us  at an earlier date, the lease expires in
2033.  Rent  under  the  lease  is  currently  5.5%  of  gross gaming revenue as
established  by  the  Mississippi Gaming Commission, as well as $3,333 per month
for  the hotel. We also own approximately 100 acres in Coahoma County, which may
be  utilized  for  future  development.
<PAGE>

The  Isle-Natchez

     Through  numerous lease agreements, we lease approximately 64 acres of land
in  Natchez,  Mississippi  that is used in connection with the operations of the
Isle-Natchez.  Unless  terminated by us at an earlier date, the lease expiration
dates vary from 2002-2037.  Rents under the leases currently total approximately
$60,000  per  month.  We  also  lease  approximately  7.5  acres of land that is
utilized  for  parking  at  the  facility.  We also own approximately 6 acres of
property  in  Natchez, Mississippi, as well as the property upon which our hotel
is  located.

The  Isle-Tunica

     We  lease approximately 122 acres of land in Tunica County, Mississippi for
use in connection with the Isle-Tunica. The initial lease term is five years and
we  have the option to renew the lease for seven additional terms of five years.
Base  rent  for each lease year equals the greater of 2% of gross gaming revenue
or  $800,000.  Once  gross gaming revenue exceeds $40.0 million during any lease
year,  the  base rent in the following months of such year shall be increased by
an  amount  equal  to  2%  of  such  excess. The landlord is entitled to receive
additional  rent  based  on  excess  available  cash,  as  defined in the lease.

The  Isle-Vicksburg

     We  own  approximately 13.1 acres of land in Vicksburg, Mississippi for use
in  connection with the Isle-Vicksburg. We own an additional 13 acres of land in
Vicksburg  on which we operate off-site parking and a recreational vehicle park.
We  also  entered  into a lease for approximately five acres of land adjacent to
the  Isle-Vicksburg  to  be  used  for  additional  parking.

The  Isle-Boonville

     We  entered  into a lease agreement with the City of Boonville  Under the
 terms of agreement, we lease the site for a period of 99  years. We were
required to pay $1.7 million to the City of Boonville as a lump  sum  rent
payment during construction of the casino. There is no rent due  after  the
casino  opening  date.

     During  the  one  year period after the casino opening date, after the City
of  Boonville  has  received  $0.8  million in admission fees, we will receive a
dollar  for  dollar  rebate,  up to $0.2 million, of the lump sum rent for every
additional  dollar which the City of Boonville receives from the admission fees.
As  of  April  28,  2002,  the  City  of  Boonville has received $1.0 million in
admission  fees.

The  Isle-Kansas  City

     We  lease  approximately  28  acres  from the Kansas City Port Authority in
connection with the operation of the Isle-Kansas City.  The term of the lease is
5  years  and  we have the option to renew the lease for 8 additional terms of 5
years  each.  Rent  under the lease is currently $3 million per year, subject to
the  higher  of  $3 million (minimum rent) per year, or 3.25% of gross revenues,
less  complimentaries.

The  Isle-Bettendorf

     We  own  approximately  24.6  acres  of  land  in  Bettendorf, Iowa used in
connection  with  the  operations  of  the  Isle-Bettendorf.  We  also  lease
approximately  8 acres of land on a month-to-month basis from an entity owned by
members of Bernard Goldstein's family, including Robert S. Goldstein and Jeffrey
D.  Goldstein,  which  we  utilize for parking and warehouse space.  The initial
term  of the lease expires 60 days after written notice is given to either party
and  rent  under  the  lease  is  currently  $23,360  per  month.

<PAGE>
The  Isle-Marquette

     We  lease  the dock site in Marquette, Iowa that is used in connection with
the operations of the Isle-Marquette.  The lease expires in 2019, and rent under
the lease is currently $15,000 per month, plus $1.00 per passenger, plus 2.5% of
gaming  revenues (less state wagering taxes) in excess of $20.0 million but less
than  $40.0  million; 5% of gaming revenues (less sate wagering taxes) in excess
of  $40.0 million but less than $60.0 million; and 7.5% of gaming revenues (less
state wagering taxes) in excess of $60.0 million.  We also lease approximately 5
acres  of  land used for the employee parking lot.  That is a year-to-year lease
that  renews  every  August 15th, and rent is currently $833 per month.  We also
own  approximately  25 acres of land for the pavilion, hotel, satellite offices,
warehouse,  lots  by  the  marina,  and  other  property.

The  Rhythm  City-Davenport

     We  lease  approximately  12  acres  of  land  in  Davenport,  Iowa used in
connection with the operations of Rhythm City-Davenport and own a 191-room hotel
on approximately one acre of land located several blocks northeast of the Rhythm
City-Davenport.

The  Isle-Black  Hawk

     The  Isle-Black  Hawk  owns approximately 10.1 acres of land in Black Hawk,
Colorado  for  use  in  connection  with  the  Isle-Black  Hawk.

The  Lady  Luck-Las  Vegas

     We  own  and  lease approximately 186,000 square feet of land in Las Vegas,
Nevada  for  use in connection with the Lady Luck Las-Vegas including a 792-room
hotel.

Pompano  Park

     We  own  approximately  220  acres  at  Pompano  Park.

Other

     We  own  all  of  the riverboats and barges utilized at our facilities.  We
also  own  or  lease  all  of  our  gaming  and  non-gaming  equipment.

     We  lease  our  corporate office in Biloxi and our corporate office in Boca
Raton,  Florida.

     We have various  property  leases and options to either lease or  purchase
property  which are not directly related to our existing operations which may be
utilized  in  the  future  in connection with expansion projects at our existing
facilities  or  development  of  new  projects.

     We  also  own  the following currently idle marine assets that are held for
development  or  sale:  a  riverboat  casino,  a  floating pavilion, a partially
completed  vessel  and  several  barges.

<PAGE>
ITEM  3.       LEGAL  PROCEEDINGS.

     One  of our subsidiaries has been named, along with numerous manufacturers,
distributors  and  gaming  operators,  including  many  of the country's largest
gaming  operators,  in a consolidated class action lawsuit pending in Las Vegas,
Nevada.  These  gaming  industry  defendants  are  alleged  to have violated the
Racketeer  Influenced  and  Corrupt Organizations Act by engaging in a course of
fraudulent and misleading conduct intended to induce people to play their gaming
machines based upon a false belief concerning how those gaming machines actually
operate  and  the extent to which there is actually an opportunity to win on any
given  play.  The  suit  seeks  unspecified compensatory and punitive damages. A
motion  for certification of the class is currently pending before the court and
no  discovery as to the merits of the alleged claims has begun. We are unable at
this time to determine what effect, if any, the suit would have on our financial
position  or  results of operations. However, the gaming industry defendants are
committed  to  defend vigorously all claims asserted in the consolidated action.

     In  August  1997,  a lawsuit was filed which seeks to nullify a contract to
which  Louisiana  Riverboat  Gaming  Partnership  is  a  party.  Pursuant to the
contract,  Louisiana  Riverboat  Gaming  Partnership  pays a fixed amount plus a
percentage of revenue to various local governmental entities, including the City
of  Bossier  and  the  Bossier  Parish  School  Board,  in  lieu of payment of a
per-passenger  boarding  fee.  Summary  judgment in favor of Louisiana Riverboat
Gaming  Partnership  was granted on June 4, 1998. That judgment was not appealed
and is now final. On June 11, 1998, a similar suit was filed and the lower court
rendered  judgment  in our favor on September 16, 1999. The case was reversed on
appeal  and  remanded  to  the  lower court for further proceedings; however, on
October  8,  2001,  the  trial  court dismissed the case again, this time on the
basis  that  the  plaintiffs  lack  standing.  The  plaintiffs  have amended the
petition and continue to pursue this matter. We intend to vigorously defend this
suit.  In  addition,  a  similar  action  was recently filed against the City of
Bossier City, challenging the validity of its contracts with Louisiana Riverboat
Gaming  Partnership  and  other  casinos.  Exceptions  have been filed requiring
joinder  of  all  interested  parties,  including  Louisiana  Riverboat  Gaming
Partnership.  We  believe the claims are without merit and we intend to continue
to  vigorously  defend  this  suit  along  with  the  other  interested parties.

     Lady  Luck  and  several joint venture partners are defendants in a lawsuit
brought  by  the  country of Greece and its Minister of Tourism before the Greek
Multi-Member  Court  of  First  Instance. The action alleges that the defendants
failed  to  make  specified  payments  in connection with the gaming license bid
process  for Patras, Greece. The payment we are alleged to have been required to
make aggregates approximately $2.1 billion drachma (which was approximately $5.6
million  as of April 28, 2002 based on published exchange rates). Although it is
difficult to determine the damages being sought from the lawsuit, the action may
seek  damages  up  to  that  aggregate amount plus interest from the date of the
alleged  breach.  The  court granted summary judgment in our favor and dismissed
the  lawsuit, but the Ministry of Tourism has appealed the matter and the appeal
was heard in April 2002.  There has been no announcement as to whether there has
been  a decision on the appeal.   Accordingly, the outcome is still in doubt and
cannot  be predicted with any degree of certainty. We believe the claims against
us to be without merit and we intend to continue vigorously defending the claims
asserted  in  this  action.

     We  are  engaged  in  various other litigation matters and have a number of
unresolved  claims. Although the ultimate liability of this litigation and these
claims  cannot  be determined at this time, we believe that they will not have a
material  adverse  effect  on  our consolidated financial position or results of
operations.

<PAGE>
ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

Annual  Meeting  of  Stockholders
---------------------------------

     The  Annual  Meeting of Stockholders was held October 2, 2001 at which time
the  following  matters  were  submitted  to  a  vote  of  the  stockholders:

     (1)     To  elect  eight  persons  to the Company's Board of Directors; and

     (2)     To  ratify  the  Company's  selection  of  Ernst & Young LLP as the
             Company's  independent  auditors  for  the  fiscal  year  ending
             April 28, 2002.

     At  the  Annual  Meeting of Stockholders, each of the following individuals
were elected to serve as directors of the Company until his successor is elected
and  qualified  or  until  his  earlier  death,  resignation,  removal  or
disqualification:

<TABLE>
<CAPTION>



<S>                  <C>         <C>       <C>
NAME                 FOR         WITHHOLD  AGAINST
-------------------  ----------  --------  -------

Bernard Goldstein .  29,053,387   861,517        -
John M. Gallaway. .  29,118,598   796,306        -
Allan B. Solomon. .  29,101,714   813,190        -
Robert S. Goldstein  29,780,697   134,207        -
Alan J. Glazer. . .  29,859,876    55,028        -
Emanuel Crystal . .  29,843,176    71,728        -
Randolph Baker. . .  29,859,876    55,028        -
Jeffrey Goldstein..  29,089,697   825,207        -
</TABLE>


     The  voting  on  the  other  matters  as  ordered  at the Annual Meeting of
Stockholders  was  as  follows:

<TABLE>
<CAPTION>


<S>                             <C>         <C>       <C>
MATTER                          FOR         WITHHOLD  AGAINST
------------------------------  ----------  --------  -------

Selection of Ernst & Young LLP  29,855,219     3,419   56,266
</TABLE>
<PAGE>

                                     PART II
                                     -------

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

(a)     Market  Information.  Our  common  stock is traded on the
        -------------------
        Nasdaq National Market under  the symbol "ISLE".  The
        following table presents the high and low closing  sales
        prices for our common stock as reported by the Nasdaq
        National Market for the  fiscal  periods  indicated.

<TABLE>
<CAPTION>



<S>                                    <C>     <C>
                                       HIGH    LOW
                                       ------  ------
Fiscal Year Ended April 27, 2003
First Quarter (through June 14, 2002)  $22.89  $16.50

Fiscal Year Ended April 28, 2002
First Quarter . . . . . . . . . . . .  $10.25  $ 7.75
Second Quarter. . . . . . . . . . . .    9.24    6.49
Third Quarter . . . . . . . . . . . .   16.17    8.82
Fourth Quarter. . . . . . . . . . . .   21.50   14.42

Fiscal Year Ended April 29, 2001
First Quarter . . . . . . . . . . . .  $17.25  $12.63
Second Quarter. . . . . . . . . . . .   16.63   10.13
Third Quarter . . . . . . . . . . . .   11.75    7.44
Fourth Quarter. . . . . . . . . . . .   10.69    8.00
</TABLE>

(b)     Holders  of Common Stock.  As of June 14, 2002, there were 1,320 holders
        ------------------------
        of  record  of  our  common  stock.

(c)     Dividends.  We have never declared or paid any dividends with respect to
        ---------
        our common stock and  the current policy of our board of directors is to
     retain  earnings to provide for the growth of the company. In addition, our
     Senior  Secured  Credit  Facility  and  the  indentures governing our 8.75%
     Senior Subordinated Notes and our 9.00% Senior Subordinated Notes limit our
     ability  to  pay  dividends.  See  "Item  8-Index to Consolidated Financial
     Statements-Isle  of  Capri  Casinos,  Inc.-Notes  to Consolidated Financial
     Statements-Note 8." Consequently, no cash dividends are expected to be paid
     on  our  common  stock  in the foreseeable future. Further, there can be no
     assurance  that our current and proposed operations will generate the funds
     needed  to  declare  a cash dividend or that we will have legally available
     funds  to pay dividends. In addition, we may fund part of our operations in
     the  future  from indebtedness, the terms of which may prohibit or restrict
     the  payment of cash dividends. If a holder of common stock is disqualified
     by the regulatory authorities from owning such shares, such holder will not
     be permitted to receive any dividends with respect to such stock. See "Item
     1-Business-Regulatory  Matters."


<PAGE>
ITEM  6.    SELECTED  CONSOLIDATED  FINANCIAL  AND  OTHER  DATA.

     The  following  table presents our selected consolidated financial data for
the  five  most  recent  fiscal  years,  which  is  derived  from  our  audited
consolidated  financial  statements  and the notes to those statements.  Because
the  data  in  this  table  does  not  provide  all of the data contained in our
financial statements, including the related notes, you should read "Management's
Discussion  and  Analysis of Financial Condition and Results of Operations," our
consolidated  financial  statements,  including  the  related  notes  contained
elsewhere in this document and other data we have filed with the U.S. Securities
and  Exchange  Commission.

<TABLE>
<CAPTION>




                                                                                FISCAL YEAR ENDED (1)
                                                                               ----------------------
                                                                 APRIL 26,                     APRIL 25,    APRIL 30,
                                                                   1998                          1999         2000
                                               ---------------------------------------------  -----------  -----------
<S>                                            <C>                                            <C>          <C>
INCOME STATEMENT DATA:                                               (dollars in millions, except per share data)
Operating revenues:
  Casino. . . . . . . . . . . . . . . . . . .  $                                      388.2   $    424.4   $    619.4
  Rooms . . . . . . . . . . . . . . . . . . .                                          17.8         19.1         24.8
  Pari-mutuel commissions and fees. . . . . .                                          22.6         21.4         22.0
  Food, beverage and other. . . . . . . . . .                                          57.5         65.2         93.6
                                               ---------------------------------------------  -----------  -----------
    Gross revenues. . . . . . . . . . . . . .                                         486.1        530.1        759.8
    Less promotional allowances . . . . . . .                                          69.3         73.2        113.1
                                               ---------------------------------------------  -----------  -----------
      Net revenues. . . . . . . . . . . . . .                                         416.8        456.9        646.7
Operating costs and expenses:
  Casino. . . . . . . . . . . . . . . . . . .                                          76.1         77.7        116.1
  Gaming taxes. . . . . . . . . . . . . . . .                                          78.6         86.9        122.6
  Rooms.. . . . . . . . . . . . . . . . . . .                                           3.3          3.9          5.8
  Pari-mutuel.. . . . . . . . . . . . . . . .                                          16.3         15.7         16.4
  Food, beverage and other. . . . . . . . . .                                          13.4         14.2         19.1
  Marine and facilities . . . . . . . . . . .                                          26.2         28.2         39.9
  Marketing and administrative. . . . . . . .                                         108.2        121.1        167.6
  Accrued litigation settlement (reversal). .                                             -         (4.2)           -
  Valuation charge. . . . . . . . . . . . . .                                             -          5.1            -
  Preopening expenses . . . . . . . . . . . .                                             -          3.3          3.4
  Other charges . . . . . . . . . . . . . . .                                             -            -            -
  Depreciation and amortization.. . . . . . .                                          33.6         36.3         42.3
                                               ---------------------------------------------  -----------  -----------
    Total operating expenses. . . . . . . . .                                         355.7        388.2        533.2
                                               ---------------------------------------------  -----------  -----------
Operating income. . . . . . . . . . . . . . .                                          61.1         68.7        113.5
  Interest expense. . . . . . . . . . . . . .                                         (51.6)       (48.6)       (60.4)
  Interest income . . . . . . . . . . . . . .                                           4.7          2.9          4.7
  Gain on disposal of assets. . . . . . . . .                                             -            -          3.1
  Minority interest . . . . . . . . . . . . .                                           0.8          2.2         (3.7)
  Equity in income (loss) of
    unconsolidated joint ventures . . . . . .                                             -         (1.3)         0.3
                                               ---------------------------------------------  -----------  -----------
Income before income taxes and
  extraordinary loss. . . . . . . . . . . . .                                          15.0         23.9         57.5
    Income tax provision. . . . . . . . . . .                                           7.5         11.8         25.4
                                               ---------------------------------------------  -----------  -----------
Income before extraordinary loss. . . . . . .                                           7.5         12.1         32.1
  Extraordinary loss on extinguishment
    of debt, net of applicable income tax
    benefit . . . . . . . . . . . . . . . . .                                             -        (36.3)        (1.0)
                                               ---------------------------------------------  -----------  -----------
Net income (loss).. . . . . . . . . . . . . .  $                                        7.5   $    (24.2)  $     31.1
                                               =============================================  ===========  ===========
Adjusted income before extraordinary loss (2)  N/A                                            N/A          $     37.7
                                                                                                           ===========
Adjusted net income (loss) (2). . . . . . . .  N/A                                            N/A          $     36.7
                                                                                                           ===========

                                                                                              FISCAL YEAR ENDED (1)
                                                                                       ----------------------------
                                                                         APRIL 26,              APRIL 30,    APRIL 29,
                                                                           1998                     1999         2000
                                               ---------------------------------------------  -----------  -----------
INCOME STATEMENT DATA (CONTINUED):                                   (dollars in millions, except per share data)
Income (loss) per common share:
  Basic . . . . . . . . . . . . . . . . . . .  $                                       0.32   $    (1.03)  $     1.18
  Diluted.. . . . . . . . . . . . . . . . . .  $                                       0.32   $    (1.01)  $     1.11
Adjusted income per common share before
   extraordinary loss:
  Basic (2) . . . . . . . . . . . . . . . . .  N/A                                            N/A          $     1.43
  Diluted (2).. . . . . . . . . . . . . . . .  N/A                                            N/A          $     1.35
Adjusted income per common share:
  Basic (2) . . . . . . . . . . . . . . . . .  N/A                                            N/A          $     1.40
  Diluted (2).. . . . . . . . . . . . . . . .  N/A                                            N/A          $     1.32

OTHER DATA:
EBITDA (3). . . . . . . . . . . . . . . . . .  $                                       94.7   $    109.2   $    159.2
Net cash provided by (used in):
  Operating activities. . . . . . . . . . . .  $                                       65.3   $     65.2   $    130.5
  Investing activities. . . . . . . . . . . .  $                                     (119.7)  $    (52.0)  $   (258.0)
  Financing activities. . . . . . . . . . . .  $                                       55.0   $     19.5   $    210.3
Capital expenditures. . . . . . . . . . . . .  $                                       65.5   $     95.0   $    104.6

OPERATING DATA:
Number of slot machines (4) . . . . . . . . .                                         4,912        6,009       12,018
Number of table games (4).. . . . . . . . . .                                           242          217          413
Number of hotel rooms (4) . . . . . . . . . .                                           842        1,271        2,538
Average daily occupancy rate. . . . . . . . .                                          91.3%        93.4%        84.9%

BALANCE SHEET DATA:
Cash and cash equivalents . . . . . . . . . .  $                                       52.5   $     85.1   $    168.0
Total assets. . . . . . . . . . . . . . . . .                                         615.7        676.5      1,305.5
Long-term debt, including current portion . .                                         442.1        532.8        962.9
Stockholders' equity. . . . . . . . . . . . .                                          86.1         62.0        155.5




                                                APRIL 29,    APRIL 28,
                                                  2001         2002
                                               -----------  -----------
<S>                                            <C>          <C>
INCOME STATEMENT DATA:
Operating revenues:
  Casino. . . . . . . . . . . . . . . . . . .  $    957.1   $  1,057.0
  Rooms . . . . . . . . . . . . . . . . . . .        50.7         56.0
  Pari-mutuel commissions and fees. . . . . .        22.2         23.5
  Food, beverage and other. . . . . . . . . .       148.3        152.1
                                               -----------  -----------
    Gross revenues. . . . . . . . . . . . . .     1,178.3      1,288.6
    Less promotional allowances . . . . . . .       195.5        203.3
                                               -----------  -----------
      Net revenues. . . . . . . . . . . . . .       982.8      1,085.3
Operating costs and expenses:
  Casino. . . . . . . . . . . . . . . . . . .       192.2        203.9
  Gaming taxes. . . . . . . . . . . . . . . .       192.6        227.0
  Rooms.. . . . . . . . . . . . . . . . . . .        12.1         13.3
  Pari-mutuel.. . . . . . . . . . . . . . . .        16.2         16.8
  Food, beverage and other. . . . . . . . . .        32.0         35.8
  Marine and facilities . . . . . . . . . . .        63.6         70.0
  Marketing and administrative. . . . . . . .       249.9        274.5
  Accrued litigation settlement (reversal). .           -          2.6
  Valuation charge. . . . . . . . . . . . . .         1.0         61.4
  Preopening expenses . . . . . . . . . . . .         0.2          3.9
  Other charges . . . . . . . . . . . . . . .         8.2            -
  Depreciation and amortization.. . . . . . .        69.1         72.1
                                               -----------  -----------
    Total operating expenses. . . . . . . . .       837.1        981.3
                                               -----------  -----------
Operating income. . . . . . . . . . . . . . .       145.7        104.0
  Interest expense. . . . . . . . . . . . . .       (98.9)       (89.2)
  Interest income . . . . . . . . . . . . . .         5.1          0.9
  Gain on disposal of assets. . . . . . . . .         0.3          0.1
  Minority interest . . . . . . . . . . . . .        (6.4)        (7.7)
  Equity in income (loss) of
    unconsolidated joint ventures . . . . . .        (0.2)           -
                                               -----------  -----------
Income before income taxes and
  extraordinary loss. . . . . . . . . . . . .        45.6          8.1
    Income tax provision. . . . . . . . . . .        20.5          3.8
                                               -----------  -----------
Income before extraordinary loss. . . . . . .        25.1          4.3
  Extraordinary loss on extinguishment
    of debt, net of applicable income tax
    benefit . . . . . . . . . . . . . . . . .           -         (4.3)
                                               ----------  ------------
Net income (loss).. . . . . . . . . . . . . .  $     25.1   $        -
                                               ==========  ============
Adjusted income before extraordinary loss (2)  $     35.0   $     (4.3)
                                               ==========  ============
Adjusted net income (loss) (2). . . . . . . .  $     35.0   $        -
                                               ==========  ============
<PAGE>

                                                  FISCAL YEAR ENDED (1)
                                               ------------------------
                                                 APRIL 29, .  APRIL 28,
                                                     2001         2002
                                               -----------  -----------
INCOME STATEMENT DATA (CONTINUED):
Income (loss) per common share:
  Basic . . . . . . . . . . . . . . . . . . .  $     0.84   $        -
  Diluted.. . . . . . . . . . . . . . . . . .  $     0.80   $        -
Adjusted income per common share before
   extraordinary loss:
  Basic (2) . . . . . . . . . . . . . . . . .  $     1.17   $     0.15
  Diluted (2).. . . . . . . . . . . . . . . .  $     1.11   $     0.15
Adjusted income per common share:
  Basic (2) . . . . . . . . . . . . . . . . .  $     1.17   $        -
  Diluted (2).. . . . . . . . . . . . . . . .  $     1.11   $        -

OTHER DATA:
EBITDA (3). . . . . . . . . . . . . . . . . .  $    224.2   $    241.3
Net cash provided by (used in):
  Operating activities. . . . . . . . . . . .  $     74.2   $    153.6
  Investing activities. . . . . . . . . . . .  $   (225.4)  $   (100.5)
  Financing activities. . . . . . . . . . . .  $     59.9   $     53.2
Capital expenditures. . . . . . . . . . . . .  $    159.3   $     98.3

OPERATING DATA:
Number of slot machines (4) . . . . . . . . .      13,604       14,649
Number of table games (4).. . . . . . . . . .         395          383
Number of hotel rooms (4) . . . . . . . . . .       3,912        3,869
Average daily occupancy rate. . . . . . . . .        85.3%        85.0%

BALANCE SHEET DATA:
Cash and cash equivalents . . . . . . . . . .  $     76.7   $     76.6
Total assets. . . . . . . . . . . . . . . . .     1,382.9      1,340.2
Long-term debt, including current portion . .     1,039.1      1,009.3
Stockholders' equity. . . . . . . . . . . . .       166.0        159.2

</TABLE>
<PAGE>

<TABLE>
<CAPTION>




OPERATING DATA BY PROPERTY
                                              FISCAL YEAR ENDED
                                            ----------------------
                                                  APRIL 25,          APRIL 30,    APRIL 29,    APRIL 28,
<S>                                         <C>                     <C>          <C>          <C>
                                                     1999               2000         2001         2002
                                            ----------------------  -----------  -----------  -----------
PROPERTY (DATE OPENED OR ACQUIRED):                                    (dollars in millions)
ISLE-BOSSIER CITY (MAY 1994)
  Net Revenue. . . . . . . . . . . . . . .  $               117.7   $    143.3   $    136.1   $    120.1
  EBITDA (2) . . . . . . . . . . . . . . .                   32.8         43.4         37.6         28.8
ISLE-LAKE CHARLES (JULY 1995)
  Net Revenue. . . . . . . . . . . . . . .                  153.7        177.2        185.9        193.9
  EBITDA (2) . . . . . . . . . . . . . . .                   43.0         52.1         58.2         51.0
ISLE-BILOXI (AUGUST 1992)
  Net Revenue. . . . . . . . . . . . . . .                   88.4         86.9         82.4         81.7
  EBITDA (2) . . . . . . . . . . . . . . .                   24.9         23.5         22.4         21.9
ISLE-LULA (MARCH 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -         18.3         88.5         90.6
  EBITDA (2) . . . . . . . . . . . . . . .                      -          6.4         25.3         25.0
ISLE-NATCHEZ (MARCH 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -          6.5         36.3         35.2
  EBITDA (2) . . . . . . . . . . . . . . .                      -          2.2         11.3         10.7
ISLE-TUNICA (JULY 1999)
  Net Revenue. . . . . . . . . . . . . . .                      -         20.0         28.2         30.4
  EBITDA (2) . . . . . . . . . . . . . . .                      -         (3.5)        (8.0)        (1.5)
ISLE-VICKSBURG (AUGUST 1993)
  Net Revenue. . . . . . . . . . . . . . .                   50.0         61.2         61.3         58.2
  EBITDA (2) . . . . . . . . . . . . . . .                   14.5         20.0         22.3         18.5
ISLE-BOONVILLE (DECEMBER 2001)
  Net Revenue. . . . . . . . . . . . . . .                      -            -            -         25.9
  EBITDA (2) . . . . . . . . . . . . . . .                      -            -            -          4.2
ISLE-KANSAS CITY (JUNE 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -            -         59.8         89.1
  EBITDA (2) . . . . . . . . . . . . . . .                      -            -          2.9         16.8
ISLE-BETTENDORF (MARCH 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -         14.8         88.7         95.4
  EBITDA (2) . . . . . . . . . . . . . . .                      -          3.0         24.5         29.0
ISLE-MARQUETTE (MARCH 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -          5.9         33.6         37.0
  EBITDA (2) . . . . . . . . . . . . . . .                      -          1.6          6.5          9.0
RHYTHM CITY-DAVENPORT (OCTOBER 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -            -         30.0         57.2
  EBITDA (2) . . . . . . . . . . . . . . .                      -            -          2.4         12.0
ISLE-BLACK HAWK (57% OWNED)(DECEMBER 1998)
  Net Revenue. . . . . . . . . . . . . . .                   20.9         85.2        100.1        108.3
  EBITDA (2) . . . . . . . . . . . . . . .                    5.1         25.2         34.0         36.6
LADY LUCK-LAS VEGAS (SEPTEMBER 2000)
  Net Revenue. . . . . . . . . . . . . . .                      -            -         25.5         33.7
  EBITDA (2) . . . . . . . . . . . . . . .                      -            -          1.3         (4.7)
CORPORATE/OTHER(4)
  Net Revenue. . . . . . . . . . . . . . .                   26.1         27.4         26.4         28.6
  EBITDA (2) . . . . . . . . . . . . . . .                  (11.1)       (14.7)       (16.5)       (16.0)
                                            ----------------------  -----------  -----------  -----------
TOTAL
  Net Revenue. . . . . . . . . . . . . . .  $               456.8   $    646.7   $    982.8   $  1,085.3
  EBITDA (2) . . . . . . . . . . . . . . .                  109.2        159.2        224.2        241.3

</TABLE>
<PAGE>

(1)  The  data presented for fiscal years prior to fiscal 1999 is not comparable
to  other  fiscal  years  presented  because  it  does not include the operating
results of the Isle-Black Hawk that opened December 30, 1998. The data presented
for  fiscal  years  prior to fiscal 2000 is not comparable to other fiscal years
presented  because  it does not include the operating results of the Isle-Tunica
that  opened  July  26,  1999  and  the  Isle-Natchez,  the  Isle-Lula,  the
Isle-Bettendorf,  and  the Isle-Marquette that we acquired on March 2, 2000. The
data  presented for fiscal years prior to fiscal 2001 is not comparable to other
fiscal  years presented because it does not include the operating results of the
Isle-Kansas  City that we acquired on June 6, 2000, the Lady Luck-Las Vegas that
we  acquired  on  September  12,  2000,  and  the  Rhythm City-Davenport that we
acquired  on  October  10,  2000.  The  data presented for fiscal years prior to
fiscal  2002  is  not comparable to other fiscal years presented because it does
not  include the operating results of the Isle-Boonville that opened on December
6,  2001.

(2)  Excludes  amortization  of  goodwill  and  other  intangible  assets.

(3)  EBITDA,  or  "earnings  before  interest,  income  taxes,  depreciation and
amortization,"  is a supplemental financial measurement used by Isle of Capri in
the  evaluation of its business. EBITDA is defined as net income (loss) plus (a)
income  taxes,  (b)  interest expense (net of interest income), (c) depreciation
and  amortization and (d) intercompany management fees. Additionally, EBITDA has
been  adjusted  for  the  following  non-recurring items: (a) accrued litigation
settlement  reversal,  (b)  valuation  charge,  (c) restructuring charge and (d)
preopening  expenses  as  reflected in our consolidated financial statements and
notes  to  those  statements.  EBITDA  also  excludes equity in income (loss) of
unconsolidated joint ventures and minority interest. These adjustments to EBITDA
are  allocated  to Isle of Capri and its subsidiaries based on the entity giving
rise  to the adjustment. However, EBITDA should only be read in conjunction with
all  of  our  financial  data  summarized  above  and our consolidated financial
statements  and  notes to those statements prepared in accordance with generally
accepted  accounting  principles  ("GAAP")  appearing  elsewhere  in this annual
report  on  Form  10-K.  EBITDA  is  presented  not as an alternative measure of
operating results or cash flow from operations (as determined in accordance with
GAAP),  but  because  it  is a widely acceptedfinancial indicator of a company's
ability  to  incur  and  service  debt.

(4)  This  data  is  as  of  the  end  of  the  respective  period.

(5)  Net  revenue  includes  pari-mutuel  commissions and fees.  EBITDA includes
corporate  overhead  and  other  related  expenses.

N/A Not applicable.
<PAGE>

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

     You  should  read  the  following  discussion  together  with the financial
statements,  including  the related notes and the other financial information in
this  Form  10-K.

CRITICAL  ACCOUNTING  POLICIES

     Our  consolidated  financial  statements  are  prepared  in accordance with
accounting  principles  generally accepted in the United States that require our
management  to  make estimates and assumptions about the effects of matters that
are  inherently  uncertain.  We  have  summarized  our  significant  accounting
policies  in Note 1 to our consolidated financial statements.  Of our accounting
policies,  we  believe the following may involve a higher degree of judgment and
complexity:

GOODWILL

     At  April  28,  2002,  we  had  a  net  goodwill and other intangible asset
balances  of  $364.6 million, representing 27% of total assets.  Effective April
30, 2002, we elected to adopt Statement of Financial Accounting Standards No.142
"Goodwill  and  Other  Intangible  Assets" ("SFAS 142"), which established a new
method  of testing goodwill and other intangible assets using a fair-value based
approach  and  does  not  permit  amortization  of  goodwill  as  was previously
required.  Upon  adoption,  amortization of goodwill and other intangible assets
ceased.  Amortization  would  have  been $15.6 million for the fiscal year ended
April  28,  2002.

     SFAS  142  requires that goodwill and other intangible assets be tested for
impairment  annually  or  if  an  event  occurs or circumstances change that may
reduce  the fair value of the Company below its book value. Should circumstances
change or events occur to indicate that the fair market value of the Company has
fallen  below  its  book  value, management must then compare the estimated fair
value  of  goodwill and other intangible assets to book value. If the book value
exceeds  the  estimated fair value, an impairment loss would be recognized in an
amount  equal  to  that excess. Such an impairment loss would be recognized as a
non-cash  component  of  operating  income.  We completed our impairment test as
required under SFAS 142 and determined that goodwill and other intangible assets
are  not  impaired. This test required comparison of our estimated fair value at
April  28,  2002  to  our  book  value,  including goodwill and other intangible
assets.  The  estimated fair value includes estimates of future cash flows which
are  based  on  reasonable  and  supportable  assumptions and represent our best
estimates  of  the  cash flows expected to result from the use of the assets and
their  eventual  disposition.


PROPERTY  AND  EQUIPMENT

     At  April  28,  2002, we had a net property and equipment balance of $803.5
million,  representing  60%  of  total  assets.  We  depreciate the property and
equipment  on  a  straight-line  basis  over  their estimated useful lives.  The
estimated  useful  lives  are  based  on the nature of the assets as well as our
current  operating  strategy.  Future  events  such  as property expansions, new
competition and new regulations, could result in a change in the manner in which
we  are using certain assets requiring a change in the estimated useful lives of
such  assets.  In assessing the recoverability of the carrying value of property
and  equipment,  we  must make assumptions regarding future cash flows and other
factors.  If these estimates or the related assumptions change in the future, we
may  be required to record impairment loss for these assets.  Such an impairment
loss  would  be  recognized  as  a  non-cash  component  of  operating  income.

     For  the  fourth  quarter  2002, we determined that we would not be able to
recover  the  net book value of the Isle-Tunica or the Lady Luck-Las Vegas based
on  current  real estate and market conditions and recent offers to purchase the
properties.  As a result, we recognized an impairment charge of $59.2 million in
the  fourth  quarter  of  fiscal  2002.  The post-impairment carrying value less
estimated  costs  to sell of approximately $21.5 million, and we anticipate that
we  will  continue  to  use  these  assets  until sold or otherwise disposed of.



<PAGE>

SELF  INSURANCE  LIABILITIES

     We  are  self-funded  up  to  a  maximum  amount  per  claim  for  our
employee-related  health  care benefits program, workers' compensation insurance
and  general  liability  insurance.  Claims  in excess of this maximum are fully
insured  through  a stop-loss insurance policy.  We accrue for these liabilities
based  on claims filed and estimates of claims incurred but not reported.  While
the  total  cost  of  claims  incurred  depends  on future developments, such as
increases in health care costs, in our opinion, recorded reserves are adequate
to  cover  future  claims  payments.

SLOT  CLUB  AWARDS

    We reward our slot customers for their loyalty based on the dollar amount of
play  on  slot  machines.  We  accrue  for  these  slot  club awards based on an
estimate  of  the  outstanding  value  of the awards utilizing the age and prior
history  of  redemptions.  Future  events  such  as  a  change  in our marketing
strategy or new competition could result in a change in the value of the awards.
Such  a  change  would  be  recognized  as a non-cash component of net revenues.


GENERAL

SIGNIFICANT  EVENTS

     Fiscal Year  2002
-              The  Isle-Boonville  opened  December  6,  2001.
-              On  November  16,  2001, the Isle-Black Hawk entered into a $90.0
               million  secured  credit facility, that is non-recourse debt
-              to  the Isle of Capri, primarily for the purpose of funding  the
               redemption  of  the  13%  First  Mortgage  Notes.
-              On March 27, 2002, the Company issued $200.0 million of 9% Senior
               Subordinated  Notes  due  2012.
-              On  April  26,  2002,  the  Company  amended  the existing $650.0
               million  Amended and  Restated Senior Credit Facility with a
               $500.0 million Senior Secured Credit Facility.  The Senior Credit
               Facility  provides  for  a  $250.0  million  revolving  credit
               Facility maturing  on  April 25, 2007 and a $250.0 million term
               loan facility maturing on April  25,  2008.
-              A  valuation charge totaling $61.4 million was recorded in fourth
               quarter  of fiscal  2002 reflecting the impairment charge of
               $59.2 million relating  to  the Isle-Tunica and the Lady Luck-Las
               Vegas.  Also  included  was  an  impairment  charge  of  $2.2
               million  relating  to  marine  assets.

     Fiscal Year  2001
-              The  Isle-Black  Hawk  opened  its 237 room hotel in August 2000.
-              The  Isle-Tunica  opened  its  227  room  hotel in November 2000.
-              The  Isle-Lake  Charles  opened its 252 room hotel November 2000.
               Renovations
-              The  Isle-Kansas  City  was  renovated  in the third and fourth
               quarters  of  fiscal  2001.
-              The Rhythm City-Davenport was renovated in the third and fourth
               quarters  of  fiscal  2001.
-              The Isle-Lula was renovated in the third and fourth quarters of
               fiscal  2001.
<PAGE>

-              The  Rhythm City-Davenport closed due to flooding from April 18 -
               May  20,  2002.
-              The  Isle-Marquette closed due to flooding from April 18 - May 2,
               2002.

     Our  results of operations for the fiscal year ended April 28, 2002 reflect
the  consolidated  operations  of  all  of  our  subsidiaries  and  includes the
following  properties:  the  Isle-Bossier  City,  the  Isle-Lake  Charles,  the
Isle-Biloxi,  the  Isle-Lula,  the  Isle-Natchez,  the  Isle-Tunica,  the
Isle-Vicksburg,  the  Isle-Kansas City, the Isle-Bettendorf, the Isle-Marquette,
the  Rhythm  City-Davenport,  the  Isle-Black  Hawk, the Lady Luck-Las Vegas and
Pompano Park.  Results also include the Isle-Boonville subsequent to its opening
in  December  2001.

     Our  results of operations for the fiscal year ended April 29, 2001 reflect
the  consolidated  operations  of  all  of  our  subsidiaries  and  includes the
following  properties:  the  Isle-Bossier  City,  the  Isle-Lake  Charles,  the
Isle-Biloxi,  the  Isle-Lula,  the  Isle-Natchez,  the  Isle-Tunica,  the
Isle-Vicksburg, the Isle-Bettendorf, the Isle-Marquette, the Isle-Black Hawk and
Pompano  Park.  Results  also  include  the  Isle-Kansas  City subsequent to its
purchase  in  June  2000,  the Lady Luck-Las Vegas subsequent to its purchase in
September  2000  and  the  Rhythm  City-Davenport  subsequent to its purchase in
October  2000.

     We  believe that our historical results of operations may not be indicative
of  our  future  results  of  operations  because of the substantial present and
expected  future  increase  in  competition  for gaming customers in each of our
markets,  as new gaming facilities open and existing gaming facilities add to or
enhance  their  facilities.

     On  March  14, 2002, we announced that our Board of Directors authorized us
to  embark on plans to sell or otherwise dispose of the Isle-Tunica and the Lady
Luck-Las  Vegas  properties.  We  recorded  a pre-tax asset impairment charge of
approximately  $61.4  million in our fiscal fourth quarter ended April 28, 2002.
This  charge  consists  of  $59.2  million  related  to  the  write-down  of the
Isle-Tunica  and  the Lady Luck-Las Vegas properties and $2.2 million related to
the  write-down  of  barges and hulls held by us for sale.  The impairment  loss
on the write-down of assets, net of tax, was approximately $39.9 million, or
$1.41  per  diluted  share.


<PAGE>
RESULTS  OF  OPERATIONS

FISCAL  YEAR  ENDED  APRIL 28, 2002 COMPARED TO FISCAL YEAR ENDED APRIL 29, 2001

     Gross  revenue  for the fiscal year ended April 28, 2002, was $1.3 billion,
which  included  $1.1 billion of casino revenue, $56.0 million of rooms revenue,
$23.5  million  of  pari-mutuel commissions and $152.2 million of food, beverage
and  other  revenue.  This  compares  to gross revenue for the fiscal year ended
April  29,  2001,  of  $1.2  billion,  which  included  $957.1 million of casino
revenue,  $50.7  million  of  rooms  revenue,  $22.2  million  of  pari-mutuel
commissions  and  $148.3  million  of  food,  beverage  and  other  revenue.

     Casino  revenue increased $99.8 million or 10.4% when compared to the prior
year.  This is the result of the $31.2 million increase in casino revenue at the
Isle-Kansas  City due to the renovations that improved the property in the prior
year  and  a  full year of operations (the Isle-Kansas City was acquired in June
2000),  $28.7  million  increase in casino revenue at the Rhythm City-Davenport,
which  was acquired in October 2000, and the addition of $25.0 million in casino
revenue  from  the  Isle-Boonville which opened in December 2001. These positive
variances from the prior year were partially offset by the $16.2 million decline
in  casino  revenue  at  the  Isle-Bossier  City,  primarily attributable to the
heightened  competition  in  that market resulting from the opening of Hollywood
Casino's  gaming facility and additional hotel rooms at Harrah's gaming facility
during  our  2001  fiscal  third  quarter.

     The rooms revenue increase of $5.2 million or 10.3% over the prior year was
the  result  of  new  hotels being completed in the prior year at the Isle-Black
Hawk  in  August 2000, and the Isle-Tunica and the Isle-Lake Charles in November
2000. Additionally, the Lady Luck-Las Vegas had a full year of operations in the
current  year.  The Lady Luck-Las Vegas property was acquired in September 2000.

     Food,  beverage  and  other revenue increased $3.9 million when compared to
the  prior  year  primarily  as  a  result  of  a $3.5 million increase in food,
beverage  and other revenue at the Rhythm City-Davenport due to the full year of
operations,  $3.0  million  in such revenue generated by the Isle-Boonville that
opened  in  the  third fiscal quarter of this year, partially offset by the $2.2
million  decline  in  such revenue at the Isle-Biloxi.   Pari-mutuel commissions
and  fees  have  remained  stable  compared  to  the  prior  year.

     Casino operating expenses for the fiscal year ended April 28, 2002, totaled
$203.9  million,  or 19.3% of casino revenue, versus $192.2 million, or 20.1% of
casino  revenue,  for  the fiscal year ended April 29, 2001.  These expenses are
primarily comprised of salaries, wages and benefits and other operating expenses
of  the  casinos. The increase in casino operating expenses is commensurate with
the  increase  in  casino  revenue.

     For  the  fiscal  year  ended  April 28, 2002, state and local gaming taxes
totaled  $227.1 million, or 21.5% of casino revenue, compared to $192.6 million,
or  20.1%  of casino revenue, for the fiscal year ended April 29, 2001, which is
consistent  with  each  state's gaming tax rate for the applicable fiscal years.
The  increase of $34.5 million in gaming taxes or 17.9% was primarily the result
of  the  increases  in  casino  revenue  at  the  Isle-Kansas  City,  the Rhythm
City-Davenport  and the Isle-Boonville.  The increase was also due to higher tax
rates  at  our  Louisiana  properties.  Legislation  was  passed during the 2001
Louisiana  legislative  session that increased the gaming tax for operators from
18.5%  to  21.5%. This 3% increase was effective immediately in the Lake Charles
market  and  at  the  rate  of  1%  per  year  in  the  Bossier  City  market.

     Operating  expenses for the fiscal year ended April 28, 2002, also included
room expenses of $13.3 million or 23.8% of gross room revenue from the hotels at
all  casino  properties  except  the Isle-Boonville compared to $12.1 million or
23.8%  of  gross  room revenue for the fiscal year ended April 29, 2001, for the
same  properties.  The  $1.3  million  or  10.5%  increase  in rooms expense was
equivalent  to  the  increase  in  rooms  revenue.
<PAGE>

     Pari-mutuel  operating  costs of Pompano Park totaled $16.8 million for the
fiscal  year ended April 28, 2002, compared to $16.2 million for the fiscal year
ended  April  29, 2001.  Such costs consist primarily of compensation, benefits,
purses,  simulcast fees and other direct costs of track operations.  Pari-mutuel
operating costs as a percentage of pari-mutuel revenues have remained relatively
stable  at 71.4% for the fiscal year ended April 28, 2002, compared to 73.2% for
the  fiscal  year  ended  April  29,  2001.

     Food, beverage and other expenses totaled $35.8 million for the fiscal year
ended  April 28, 2002, compared to $32.0 million for the fiscal year ended April
29, 2001.  These expenses consist primarily of the cost of goods sold, salaries,
wages  and  benefits  and  other  operating  expenses.  Food, beverage and other
operating  expenses  as  a percentage of gross food, beverage and other revenues
increased  from 21.6% for the fiscal year ended April 29, 2001, to 23.5% for the
fiscal  year  ended  April  28,  2002  as  a result of the start up costs of the
restaurants  at Isle-Boonville which opened December 6, 2001, and a full year of
operating  results  of   Lady Luck-Las  Vegas, acquired in September 2000 in the
prior fiscal year.  Lady Luck-Las Vegas's food and beverage expense expressed as
a  result  of  food and beverage revenue is significantly higher than other Isle
properties.

     Marine  and  facilities  expenses  totaled  $70.0  million,  or 6.5% of net
revenue, for the fiscal year ended April 28, 2002, versus $63.6 million, or 6.5%
of  net  revenue,  for  the  fiscal  year  ended April 29, 2001.  These expenses
included  salaries,  wages and benefits, operating expenses of the marine crews,
insurance,  housekeeping  and general maintenance of the riverboats and floating
pavilions.  The  $6.4  million or 10.0% increase in marine and facility expenses
are  in  line  with  the  10.4%  increase in net revenue during the same period.
Marine  and  facilities  expenses  as  a percentage of net revenue have remained
stable  at  6.5%  for the fiscal years ended April 28, 2002, and April 29, 2001.

     Marketing  and  administrative expenses totaled $274.6 million, or 25.3% of
net revenue, for the fiscal year ended April 28, 2002, versus $249.9 million, or
25.4%  of  net  revenue,  for  the  fiscal year ended April 29, 2001.  Marketing
expenses  included  salaries,  wages  and  benefits  of  the marketing and sales
departments,  as  well  as  promotions,  advertising,  special  events  and
entertainment.  Administrative  expenses  included  administration  and  human
resource  department  expenses,  rent,  new development activities, professional
fees  and  property  taxes.  The $24.7 million or 9.9% increase in marketing and
administrative  expense  is  in line with the increase in net revenue. Marketing
and administrative expenses as a percentage of net revenue have remained stable.

     The  valuation  charge  for  the fiscal year ended April 28, 2002, totaling
$61.4  million  reflects  the impairment charge of $59.2 million relating to the
Isle-Tunica  and  the Lady Luck-Las Vegas which adjusts their net book values to
estimated  fair  values  less  estimated costs to sell.  Also included in fiscal
2002  was  an  impairment  charge of $2.2 million relating to marine assets that
have  been  in  storage  for future development that will be offered for sale in
fiscal 2003. In fiscal 2003, in connection with the sale or other disposition of
the Isle-Tunica and the Lady Luck-Las Vegas, we expect to pay approximately $2.0
million  related to involuntary termination costs.  We expect to recognize these
costs  as  expenses  and  to  fund  these costs through existing cash flows from
operations  before  the  end  of calendar 2002.  The valuation allowance for the
fiscal  year  ended  April  29,  2001,  totaling  $1.0  million consisted of the
write-down  of  certain  marine assets held for development or sale to their net
realizable  value.


     Preopening  expenses  of  $3.9  million for the fiscal year ended April 28,
2002,  and  $0.2  million  for  the  fiscal year ended April 29, 2001, represent
salaries, benefits, training, marketing and other non-capitalizable costs, which
were  expensed  in connection with the opening of the Isle-Boonville in December
2001.

<PAGE>
     For the prior fiscal year ended April 29, 2001, other charges totaling $8.2
million included a $3.0 million loss due to the write-off of abandoned expansion
projects  assets  at the Isle-Biloxi, a $2.9 million loss due to the termination
of  the Enchanted Capri joint venture as a result of Bankruptcy Court filings by
Commodore  Holdings,  Ltd., the operator of the Enchanted Capri and owner of the
remaining 50% interest in the joint venture, a $1.4 million buyout of the Crowne
Plaza  license  at  the  Isle-Biloxi,  and  a  $0.9 million loss relating to the
write-off  of  the  theater  production  contracts  at  the  Isle-Tunica.

     Depreciation and amortization expense was $72.1 million for the fiscal year
ended  April  28,  2002,  and  $69.1 million for the fiscal year ended April 29,
2001.  These  expenses relate to property and equipment, berthing and concession
rights  and  the  amortization  of  intangible  assets.  Depreciation  expense
increased  by  $17.7  million  compared  to  the  prior  year consistent with an
increase  in  fixed  assets  placed into service or acquired.  This increase was
partially  offset  by  the elimination of the amortization of goodwill and other
intangible  assets  of  $14.7  million  in  2002  due  to  our early adoption of
Financial  Accounting  Standards  (SFAS) No. 142, "Goodwill and Other Intangible
Assets," effective April 30, 2001.  During the fourth quarter of fiscal 2002, we
reclassified  the  Isle-Tunica's  and  the  Lady  Luck-Las  Vegas'  property and
equipment  as  assets  held  for  sale  under  Statement of Financial Accounting
Standards  No.  121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" due to the impairment of the assets.  Under
this  classification,  we  will  no longer depreciate these assets.  We estimate
that  the  benefit  from suspending depreciation associated with the assets held
for  sale  will  be  approximately  $7.1  million  in  fiscal  2003.

     Interest  expense  was  $88.3  million  for the fiscal year ended April 28,
2002,  net  of  capitalized interest of $1.3 million and interest income of $0.9
million,  versus  $93.8 million for the fiscal year ended April 29, 2001, net of
capitalized  interest  of  $3.8  million  and  interest  income of $5.1 million.
Interest  expense  primarily relates to indebtedness incurred in connection with
the  acquisition of property, equipment, leasehold improvements and berthing and
concession  rights.  Additionally,  interest  expense  of  $9.7  million  net of
interest  income  of  $0.2 million related to the Isle-Black Hawk is included in
interest  expense  for  the  fiscal  year ended April 28, 2002. This compares to
interest  expense  of  $11.1 million net of capitalized interest of $0.7 million
and  interest  income  of $0.2 million for the fiscal year ended April 29, 2001.

     Our  effective  tax  rate  was  46.5%  prior to extraordinary items for the
fiscal  year ended April 28, 2002, and 44.9% for the fiscal year ended April 29,
2001,  which  includes  the  effects of non-deductible goodwill amortization for
income  tax purposes. The effective tax rate for the fiscal year ended April 28,
2002,  was  relatively  high  as a result of the relatively low state income tax
benefit  rate  related to  the  impairment  of  assets  at  the Isle-Tunica and
the Lady Luck-Las  Vegas.

FISCAL  YEAR  ENDED  APRIL 29, 2001 COMPARED TO FISCAL YEAR ENDED APRIL 30, 2000

     Gross  revenue  for the fiscal year ended April 29, 2001, was $1.2 billion,
which included $957.1 million of casino revenue, $50.7 million of rooms revenue,
$22.2  million  of  pari-mutuel commissions and $148.3 million of food, beverage
and  other  revenue. This compares to gross revenue for the previous fiscal year
ended April 30, 2000, of $759.8 million, which included $619.4 million of casino
revenue, $24.8 million of room revenue, $22.1 million of pari-mutuel commissions
and  $93.6  million  of  food,  beverage  and  other  revenue.

     Casino revenue increased $337.8 million or 54.5% primarily as a result of a
full  year of operations of the former Lady Luck properties and the Isle-Tunica,
approximately  11  months  of  operating  results  from  the  acquisition of the
Isle-Kansas  City,  approximately  eight  months  of  operating results from the
acquisition  of  the  Lady Luck-Las Vegas, approximately seven months of results
from  the  acquisition of the Rhythm City-Davenport, and the improvements at the
Isle-Black  Hawk and the Isle-Lake Charles.  Room revenue and food, beverage and
other  revenue  have  increased primarily as a result of the acquisitions of the
former  Lady Luck properties, the Isle-Kansas City, the Lady Luck-Las Vegas, and
<PAGE>

the Rhythm City-Davenport, and the opening of new hotels at the Isle-Black Hawk,
the  Isle-Tunica  and  the  Isle-Lake Charles.  Pari-mutuel commissions and fees
have  remained  stable  compared  to  the  prior  year.

     Casino operating expenses for the fiscal year ended April 29, 2001, totaled
$192.2  million,  or 20.1% of casino revenue, versus $116.1 million, or 18.7% of
casino  revenue,  for  the fiscal year ended April 30, 2000.  These expenses are
primarily comprised of salaries, wages and benefits and other operating expenses
of the casinos. The increase in casino operating expenses is attributable to the
additional  properties  as  well  as  improved  casino  revenue for the combined
original  Isle  of  Capri  properties.

     Operating  expenses for the fiscal year ended April 29, 2001, also included
room expenses of $12.1 million or 23.8% of gross room revenue from the hotels at
the  Isle-Lake  Charles,  the  Isle-Bossier  City,  the  Isle-Biloxi,  the
Isle-Vicksburg,  the  Isle-Natchez,  the  Isle-Lula,  the  Isle-Bettendorf,  the
Isle-Marquette,  the  Isle-Tunica,  the Isle-Black Hawk, the Lady Luck-Las Vegas
and  the  Rhythm  City-Davenport compared to $5.8 million or 23.5% of gross room
revenue  for  the  fiscal  year  ended  April  30,  2000, from the hotels at the
Isle-Lake  Charles,  the Isle-Bossier City, the Isle-Biloxi, the Isle-Vicksburg,
the  Isle-Lula,  the  Isle-Bettendorf,  the Isle-Natchez and the Isle-Marquette.
These  expenses  directly  relate  to  the cost of providing hotel rooms.  Other
costs  of  the  hotels  are  shared  with the casinos and are presented in their
respective  expense  categories.

     For the fiscal year ended April 29, 2001, state and local gaming taxes were
paid  in  Louisiana,  Mississippi,  Colorado, Iowa, Missouri and Nevada totaling
$192.6 million, or 20.1% of casino revenue, compared to $122.6 million, or 19.8%
of casino revenue, for the fiscal year ended April 30, 2000, which is consistent
with  each  state's  gaming  tax  rate for the applicable fiscal years.  For the
fiscal year ended April 30, 2000, state and local gaming taxes were only paid in
Louisiana,  Mississippi,  Iowa and Colorado. Legislation was passed that allowed
Louisiana  riverboats  which  had been required, including the riverboats at the
Isle-Lake  Charles,  to conduct cruises to remain permanently dockside beginning
April 1, 2001.  The legislation also increased the gaming tax for operators from
18.5%  to  21.5%.

     Pari-mutuel  operating  costs of Pompano Park totaled $16.2 million for the
fiscal  year ended April 29, 2001, compared to $16.4 million for the fiscal year
ended  April  30, 2000.  Such costs consist primarily of compensation, benefits,
purses,  simulcast fees and other direct costs of track operations.  Pari-mutuel
operating costs as a percentage of pari-mutuel revenues have remained relatively
stable  at 73.2% for the fiscal year ended April 29, 2001, compared to 74.4% for
the  fiscal  year  ended  April  30,  2000.

     Food, beverage and other expenses totaled $32.0 million for the fiscal year
ended  April 29, 2001, compared to $19.1 million for the fiscal year ended April
30,  2000. These expenses consist primarily of the cost of goods sold, salaries,
wages  and  benefits and other operating expenses of these departments. Food and
beverage  and  other  operating expenses as a percentage of gross food, beverage
and  other  revenues  increased  from  20.4% for the fiscal year ended April 30,
2000,  to  21.6% for the fiscal year ended April 29, 2001. This was attributable
to  the  inclusion  of  eight  months  of  operations of the Lady Luck-Las Vegas
operations  in the downtown Las Vegas market, whose food and beverage expense is
significantly  higher  than  other Isle properties. The increase was also due to
the  start  up costs related to the opening of food and beverage outlets related
to  the  opening  of hotels at the Isle-Lake Charles and the Isle-Tunica and the
newly  acquired  outlets at the Isle-Kansas City that were not converted to Isle
standards  until  the  fourth  quarter  2001.

     Marine  and  facilities  expenses totaled $63.6 million for the fiscal year
ended  April  29, 2001, versus $39.9 million for the fiscal year ended April 30,
2000.  These  expenses  include salaries, wages and benefits, operating expenses
of  the  marine  crews,  insurance,  housekeeping and general maintenance of the
riverboats  and floating pavilions. These expenses have increased as a result of
the  increase in the number of properties operated by us and continued expansion
of our facilities. Marine and facilities expenses as a percentage of net revenue
have  remained  relatively  stable  at  6.5% for the fiscal year ended April 29,
2001,  compared  to  6.2%  for  the  fiscal  year  ended  April  30,  2000.

<PAGE>

     Marketing  and  administrative expenses totaled $249.9 million, or 25.4% of
net revenue, for the fiscal year ended April 29, 2001, versus $167.6 million, or
25.9%  of  net  revenue,  for  the  fiscal year ended April 30, 2000.  Marketing
expenses  include  salaries,  wages  and  benefits  of  the  marketing and sales
departments,  as  well  as  promotions,  advertising,  special  events  and
entertainment. Administrative expenses include administration and human resource
department  expenses,  rent,  new  development activities, professional fees and
property  taxes.  Marketing  and administrative expenses as a dollar amount have
increased  as  a result of the expansion in the number of properties operated by
us and continued expansion of our facilities, but as a percentage of net revenue
have  slightly  decreased.

     Preopening  expenses  of  $0.2  million for the fiscal year ended April 29,
2001,  and  $3.4  million  for  the  fiscal year ended April 30, 2000, represent
salaries, benefits, training, marketing and other non-capitalizable costs, which
were  expensed  in connection with the opening of the Isle-Boonville in December
2001  and  the  Isle-Tunica  in  July  1999.

     The  other  charges of $8.2 million includes a $3.0 million loss due to the
write-off  of  abandoned  expansion  projects  assets at the Isle-Biloxi, a $2.9
million  loss  due  to the termination of the Enchanted Capri joint venture as a
result  of Bankruptcy Court filings by Commodore Holdings, Ltd., the operator of
the  Enchanted  Capri  and  owner  of  the  remaining  50% interest in the joint
venture,  a  $1.4 million buyout of the Crowne Plaza license at the Isle-Biloxi,
and  a  $0.9  million  loss  relating to the write-off of the theater production
contracts  at  the  Isle-Tunica.

     The  valuation  allowance  totaling $1.0 million reflects the write-down of
marine  assets  held  for  development  or  sale  to their net realizable value.

     Depreciation and amortization expense was $69.1 million for the fiscal year
ended  April  29,  2001,  and  $42.3 million for the fiscal year ended April 30,
2000.  These  expenses relate to property and equipment, berthing and concession
rights  and  the  amortization  of  intangible  assets.  The  63.2%  increase in
depreciation  and  amortization expense is consistent with the increase in fixed
assets  placed  into  service  or  acquired.

     Interest  expense  was  $93.8  million  for the fiscal year ended April 29,
2001,  net  of  capitalized interest of $3.8 million and interest income of $5.1
million,  versus  $55.6  million  for  the  year  ended  April  30, 2000, net of
capitalized  interest  of  $2.4  million  and  interest  income of $4.8 million.
Interest  expense  primarily relates to indebtedness incurred in connection with
the  acquisition of property, equipment, leasehold improvements and berthing and
concession  rights.  Additionally,  interest  expense  of  $11.5  million net of
capitalized interest of $0.7 million and interest income of $0.2 million related
to  the  Isle-Black  Hawk  is included in interest expense in fiscal 2001.  This
compares  to  interest  expense of $10.8 million, net of capitalized interest of
$1.1  million  and  interest  income  of  $0.4  million  in  fiscal  2000.

     Our  results  of  operations  for  the  fiscal  year  ended April 29, 2001,
included  a  gain on sale of assets of $0.3 million compared to $3.1 million for
the  fiscal  year  ended  April  30, 2000.  Both gains related to the sale of an
option  to  purchase  135  acres  of  land  adjacent  to  Pompano  Park.

     Our  effective  tax  rate  was  44.9%  prior to extraordinary items for the
fiscal  year ended April 29, 2001, and 44.3% for the fiscal year ended April 30,
2000,  which  includes  the  effects of non-deductible goodwill amortization for
income  tax  purposes.

<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  28,  2002,  we  had  cash and cash equivalents of $76.6 million,
compared  to  cash  and cash equivalents of $76.7 million at April 29, 2001. The
$0.1  million  decrease in cash and cash equivalents is the net result of $153.6
million  net cash provided by operating activities, $100.5 million net cash used
in investing activities and $53.2 million net cash used in financing activities.

INVESTING  ACTIVITIES

     We  invested $98.3 million in property and equipment during the fiscal year
ended  April  28,  2002, primarily for the development of the Isle-Boonville and
implementation  of  a company-wide slot enhancement program. Approximately $21.3
million  was  expended  on  capital  expenditures which enhance the value to the
property or prolongs its useful life.  The following table reflects expenditures
for  property  and  equipment  on  major  projects:

<TABLE>
<CAPTION>




                                                                      ACTUAL              PROJECTED
                                                      ------------------------------  --------------
                                                              FISCAL YEAR    FISCAL YEAR     FISCAL YEAR
                                                            ENDED 4/29/01    ENDED 4/28/02   ENDED 4/27/03
                                                      --------------------  --------------  --------------
<S>                           <C>                             <C>             <C>             <C>
                                                                     (DOLLARS IN MILLIONS)
PROPERTY                      PROJECT
----------------------------  ------------------------------

Isle-Boonville . . . . . . .  Develop casino                  $         25.6  $         35.7  $ 1.0
Isle-Kansas City . . . . . .  Renovations                               12.6             1.5      -
Isle-Lake Charles. . . . . .  Construct hotel                           24.4             0.4      -
Isle-Tunica. . . . . . . . .  Construct hotel & 2 theaters              31.4             1.0      -
Isle-Black Hawk (57% owned).  Construct hotel                            7.1               -      -
Lady Luck-Las Vegas. . . . .  Renovations                                1.4             1.4    0.2
Lady Luck Properties.. . . .  Convert to Isle                           31.8             2.7      -
Rhythm City-Davenport. . . .  Renovations                               17.5             1.6      -
All Properties . . . . . . .  Slot program                                 -            32.7   30.3
All Properties . . . . . . .  Enhancement                                7.4            21.3   33.4
                                                              --------------  --------------  -----
                      Total.                                 $         159.2  $         98.3  $64.9
                                                             ===============  ==============  =====

</TABLE>


    In  May  2000, we acquired the Isle-Boonville and spent 19 months developing
the  casino  project.  We  opened  the  facility  in  December  2001.  The total
investment  in this casino project is approximately $71.0 million which includes
the  purchase  price  of  $11.5  million,  a  portion  of which was allocated to
goodwill.  Approximately  $6.6 million of preopening and other expenditures were
incurred  through  the  opening  of the facility.  As of April 28, 2002, we have
spent  $67.9  million  on  this  project.

      We  made  $21.3  million  in  capital  improvements  during fiscal 2002 to
maintain our existing facilities and remain competitive in our markets and $32.7
million  for  our  slot enhancement program.  We expect to make $33.4 million in
capital  improvements during fiscal 2003 to maintain our existing facilities and
remain  competitive  in  our  markets and $30.3 million for our slot enhancement
program.

<PAGE>
FINANCING  ACTIVITIES

     During  the  fiscal  year  ended  April 28, 2002, we used net cash of $53.2
million  in  the  following  financing  activities:
-     We  borrowed  $50.0 million under the "Greenshoe Option" on our term loans
      that  was  used to reduce the revolving credit facility portion of our
      senior  credit  facility.
-     The  Isle-Black  Hawk  borrowed  $80.0  million under a new secured credit
      facility  and  used  the proceeds primarily to redeem $75.0 million in
      principal  outstanding  and  to pay $4.9 million in payment premiums on
      its 13% first  mortgage  notes.
-     We issued $200.0 million in 9% senior subordinated notes due 2012 and used
      the  proceeds  to  partially  repay  our  senior  credit  facility.
-     We  entered  into an amended and restated credit facility which refinanced
      our  prior  facility.
-     We made principal payments on our senior credit facility and other debt as
      well  as  premium  payments  for  the early retirement of debt of $596.7
      million  mainly  from  refinancings  and  new borrowings.
-     We  made  net  reductions  to  our  line  of  credit  of  $18.0  million.
-     We  purchased  1.1  million  shares of our common stock at a total cost of
      $8.0  million  and  made  cash  distributions  to   a  minority  partner
      totaling  $7.7  million.

     On  June  18,  2001,  we  exercised the "Greenshoe Option" under our $600.0
million  senior  credit  facility  to add $50.0 million of additional term loans
under  the same terms, conditions and covenants to bring the total senior credit
facility  to  $650.0  million.  Proceeds  from  the  loans  were  used to reduce
outstanding  borrowings  under  our  $125.0  million  revolving  loan  facility.

     On  November  16,  2001,  the  Isle-Black Hawk entered into a $90.0 million
secured  credit  facility  that  is  non-recourse  debt  to us primarily for the
purpose  of funding the redemption of the 13% first mortgage notes.  The secured
credit  facility provides for a $10.0 million revolving credit facility, a $40.0
million  Tranche  A  term loan maturing on November 16, 2005 and a $40.0 million
Tranche  B  term  loan  maturing  on  November 16, 2006.  The Isle-Black Hawk is
required  to  make quarterly principal payments on the term loan portions of the
new  credit  facility  that began in March 2002.  Such payments on the Tranche A
term loan initially will be $2.0 million per quarter with scheduled increases to
$2.5  million  per quarter commencing March 2003 and to $3.0 million per quarter
commencing  March 2005.  Such payments on the Tranche B term loan initially will
be  $0.1  million  per  quarter  with  a  scheduled increase to $9.6 million per
quarter  commencing  March  2006.

     On  December  18, 2001, the Isle-Black Hawk redeemed all of its outstanding
13%  first  mortgage  notes  in  the  principal  amount  of  $75.0 million.  The
redemption  price of the first mortgage notes was 106.5% of the principal amount
plus  accrued  and  unpaid  interest  to  the  date  of  redemption,  equaling a
redemption  price  of  $1,065  for  each  $1,000 principal amount of notes, plus
accrued and unpaid interest.  We recorded an extraordinary loss of $2.4 million,
net  of  taxes  of $1.4 million, during the fiscal year ended April 28, 2002, on
the  extinguishment  of the first mortgage notes related to the payment of early
payment  premiums  and  the  write-off  of  debt  acquisition  costs.

   On  March  27, 2002, we issued $200.0 million of 9% senior subordinated notes
due  2012.   These  notes are guaranteed by all of our significant subsidiaries,
excluding  the  subsidiaries  that  own and operate the Isle-Black Hawk.  The 9%
notes  are  general  unsecured  obligations  and rank junior to all existing and
future  senior indebtedness, senior to any subordinated indebtedness and equally
with  all  of  our  existing  and future senior subordinated debt, including the
$390.0  million  in  aggregate principal amount of our 8.75% senior subordinated
notes.  Interest  on  the 9% notes is payable semi-annually on each March 15 and
September  15  through maturity.  Interest payments for both the 8.75% notes and
the  9%  notes total $26.1 million semi-annually.  Proceeds from the 9% notes of
$195.0  million  were  used  to  partially repay the term loans under the senior
credit  facility.  We  recorded  an  extraordinary  loss of $1.9 million, net of
<PAGE>

taxes  of  $1.3  million,  during  the  fiscal year ended April 28, 2002, on the
partial repayment of the senior credit facility related to the write-off of debt
acquisition  costs.

     On  April  26,  2002, we entered into an amended and restated senior credit
facility  which refinanced our prior facility.  This amended and restated senior
credit  facility consists of a $250.0 million revolving credit facility maturing
on April 25, 2007, and a $250.0 million term loan facility maturing on April 25,
2008.  We  are  required  to  make  quarterly  principal  payments on the $250.0
million  term  loan  portion of our amended and restated senior credit facility.
Such  payments  are  initially  $625,000  per  quarter starting in June 2002 and
increase  to  $59.4  million per quarter beginning in June 2007. In addition, we
are  required to make substantial quarterly interest payments on the outstanding
balance  of  our  amended and restated senior credit facility. The proceeds were
used  to  refinance  $336.8  million  of  the  prior  facility.

     Our  amended  and  restated  senior  credit  facility,  among other things,
restricts  our ability to borrow money, make capital expenditures, use assets as
security  in  other  transactions,  make  restricted  payments  or  restricted
investments, incur contingent obligations, sell assets and enter into leases and
transactions  with  affiliates.  In addition, our credit facility requires us to
meet  certain  financial ratios and tests, including: a minimum consolidated net
worth  test,  a maximum consolidated total leverage test, a maximum consolidated
senior leverage test, and a minimum consolidated fixed charge coverage test.  As
of  April  28,  2002,  we  were  in  compliance  with  all  debt  covenants.

     We  expect  that available cash and cash from future operations, as well as
borrowings  under  our  amended  and  restated  senior  credit facility, will be
sufficient  to  fund  future expansion and planned capital expenditures, service
senior  debt  and meet working capital requirements.  There is no assurance that
we  will  have  the  capital resources to make all of the expenditures described
above  or  that  planned  capital  investments will be sufficient to allow us to
remain  competitive  in  its  existing  markets.  In  addition,  the  indentures
governing  our  8.75%  notes  and our 9% notes restrict, among other things, our
ability to borrow money, create liens, make restricted payments and sell assets.

     We  are  highly  leveraged  and  may be unable to obtain additional debt or
equity  financing  on  acceptable terms. As a result, limitations on our capital
resources  could  delay  or  cause  us  to  abandon  certain  plans  for capital
improvements  at  our existing properties and development of new properties.  We
will  continue  to  evaluate  our  planned  capital  expenditures at each of our
existing  locations  in  light of the operating performance of the facilities at
such  locations.

Subsequent  Event

Proposed  Stock  Offering

     On  May  24,  2002,  we  filed  a registration statement with the SEC for a
proposed  offering of up to 6,152,500 shares of our common stock (which includes
802,500 shares to cover over-allotments).  We would sell up to 4,802,500 of such
shares  and  certain stockholders, consisting of Bernard Goldstein, our Chairman
and  Chief  Executive  Officer, and certain members of his family and affiliated
entities  would  sell  up  to  the remaining 1,350,000 shares.  The registration
statement  relating to these shares has not become effective, and we can give no
assurances  that  it  will  become  effective.  In  addition,  we can provide no
assurances  as to whether any such offering will ultimately occur, the timing of
any  such  offering or the price at which any shares may be sold, and therefore,
the  amount  of  proceeds  we  might  raise.

Recently Issued Accounting Standards

     In  August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143,  "Accounting  for  Asset  Retirement
Obligations" ("SFAS 143") which requires companies to record the fair value of a
liability  for  an  asset  retirement  obligation  in  the period in which it is
incurred  and  a  corresponding  increase  in the carrying amount of the related
long-lived  asset.  SFAS  143  will  be  effective  for financial statements for
fiscal years beginning after June 15, 2002.  We believe the adoption of SFAS 143
will  not  have  a  material  impact  on  our  financial  position or results of
consolidated  operations.

     In  October 2001, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("SFAS  144"),  which  addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  Of,"  and  the  accounting  and  reporting
provisions  of  APB  Opinion No. 30, "Reporting the Results of Operations" for a
disposal  of  a  segment  of a business.  SFAS 144 is effective for fiscal years
beginning  after  December  15, 2001.  We do not expect that the adoption of the
Statement  will  have a significant impact on our financial position and results
of  consolidated  operations.
<PAGE>
ITEM  7A.  QUANTITATIVE  AND QUALITATIVE   DISCLOSURES  ABOUT  MARKET  RISK

     Market  risk  is  the  risk  of loss arising from adverse changes in market
rates  and  prices,  including  interest rates, foreign currency exchange rates,
commodity  prices  and  equity  prices.  Our  primary exposure to market risk is
interest rate risk associated with our senior credit facility and the Isle-Black
Hawk's  secured  credit  facility.

SENIOR  CREDIT  FACILITY
     We  entered  into three interest rate swap agreements in the fourth quarter
of  fiscal  2001  and  one  interest rate swap agreement in the first quarter of
fiscal  2002  that  effectively  convert portions of our variable rate debt to a
fixed-rate  basis  for  the  next  one to two years, thus reducing the impact of
interest  rate  changes  on  future interest expense.  The notional value of the
swaps  that  were  designated as cash flow hedges was $200.0 million or 61.5% of
our  variable  rate term debt outstanding under our senior credit facility as of
April 28, 2002.  We evaluate the effectiveness of these hedged transactions on a
quarterly  basis.  The  interest rate swaps terminate as follows:  $50.0 million
in  2003  and  $150.0  million  in  2004.  We  found  no  portion of the hedging
instruments  to  be  ineffective  during  the  fiscal year ended April 28, 2002.
Accordingly,  no  gain or losses have been recognized on these cash flow hedges.

ISLE-BLACK  HAWK'S  SECURED  CREDIT  FACILITY
     The Isle-Black Hawk entered into three interest rate swap agreements in the
fourth  quarter  of  fiscal  2002  that  effectively  convert  portions of their
variable rate debt to a fixed-rate basis for the next three years, thus reducing
the  impact  of  interest rate changes on future interest expense.  The notional
value of the swaps that were designated as cash flow hedges was $40.0 million or
51.3%  of  their variable rate term debt outstanding under the Isle-Black Hawk's
secured credit facility as of April 28, 2002.  The interest rate swaps terminate
in  2005.  We  evaluate  the  effectiveness  of  these  hedged transactions on a
quarterly  basis.  We  found  no  portion  of  the  hedging  instruments  to  be
ineffective  during  the fiscal year ended April 28, 2002.  Accordingly, no gain
or  losses  have  been  recognized  on  these  cash  flow  hedges.

     The  following  table  provides  information  at  April 28, 2002, about our
financial  instruments  that  are  sensitive  to changes in interest rates.  The
table  presents  principal cash flows (in millions) and related weighted average
interest  rates  by  expected  maturity  dates.

<TABLE>
<CAPTION>




                                                INTEREST RATE SENSITIVITY
                                        PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
                                               AVERAGE INTEREST (SWAP) RATE
<S>                                                              <C>           <C>      <C>     <C>     <C>     <C>
FISCAL YEAR
(dollars in millions)                                                   2003     2004    2005    2006    2007
---------------------------------------------------------------  ------------  -------  ------  ------  ------
LIABILITIES
Long-term Debt, including Current Portion
   Fixed Rate . . . . . . . . . . . . . . . . . . . . . . . . .  $       2.8   $  2.8   $ 2.5   $ 1.5   $ 1.3
   Average interest rate. . . . . . . . . . . . . . . . . . . .          8.9%     8.8%    8.8%    8.8%    8.8%

   Variable Rate. . . . . . . . . . . . . . . . . . . . . . . .  $      11.4   $ 12.9   $13.4   $21.4   $31.3
   Average interest rate. . . . . . . . . . . . . . . . . . . .          5.4%     7.3%    8.2%    8.6%    8.8%

INTEREST RATE DERIVATIVE FINANCIAL INSTRUMENTS RELATED TO DEBT
Interest Rate Swaps
   Pay Fixed/Receive Variable . . . . . . . . . . . . . . . . .  $      50.0   $150.0   $40.0   $   -   $   -
   Average Pay Rate . . . . . . . . . . . . . . . . . . . . . .          4.8%     4.8%    4.2%      -       -
   Average Receive Rate . . . . . . . . . . . . . . . . . . . .          2.6%     4.6%    5.4%      -       -

                                             INTEREST RATE SENSITIVITY
                                     PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
                                             AVERAGE INTEREST (SWAP) RATE
<S>                                                              <C>      <C>       <C>
FISCAL YEAR
                                                                                    FAIR VALUE
(dollars in millions)                                         THEREAFTER  TOTAL     4/28/02
------------------------------------------------------------  ----------  --------  --------
LIABILITIES
Long-term Debt, including Current Portion
   Fixed Rate . . . . . . . . . . . . . . . . . . . . . . . . .  $596.0   $  606.4  $624.7
   Average interest rate. . . . . . . . . . . . . . . . . . . .     8.9%

   Variable Rate. . . . . . . . . . . . . . . . . . . . . . . .  $312.5   $  402.9  $404.5
   Average interest rate. . . . . . . . . . . . . . . . . . . .     8.9%

INTEREST RATE DERIVATIVE FINANCIAL INSTRUMENTS RELATED TO DEBT
Interest Rate Swaps
   Pay Fixed/Receive Variable . . . . . . . . . . . . . . . . .  $    -   $  240.0  $ (5.2)
   Average Pay Rate . . . . . . . . . . . . . . . . . . . . . .       -
   Average Receive Rate . . . . . . . . . . . . . . . . . . . .       -
</TABLE>
<PAGE>

ITEM  8.       INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.

                                                                           PAGE
                                                                          -----
ISLE  OF  CAPRI  CASINOS,  INC.

Report of Independent Auditors                                               63
Consolidated Balance Sheets, April 28, 2002 and April 29, 2001               64
Consolidated  Statements  of  Operations,  Years ended April 28, 2002,
     April 29, 2001 and April 30, 2000                                       65
Consolidated  Statements  of  Stockholders'  Equity, Years ended
     April 28, 2002, April  29,  2001  and  April  30,  2000                 66
Consolidated  Statements  of  Cash  Flows, Years ended April 28, 2002,
     April 29, 2001 and April 30, 2000                                       67
Notes to Consolidated Financial Statements                                   69

<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

The  Board  of  Directors  and  Stockholders
Isle  of  Capri  Casinos,  Inc.

     We  have  audited  the  accompanying consolidated balance sheets of Isle of
Capri  Casinos,  Inc.  as  of April 28, 2002 and April 29, 2001, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  ended  April  28,  2002,  April  29,  2001 and April 30, 2000. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

     In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the consolidated financial position of Isle of Capri
Casinos, Inc. at April 28, 2002 and April 29, 2001, and the consolidated results
of  its  operations and its cash flows for the years ended April 28, 2002, April
29,  2001 and April 30, 2000, in conformity with accounting principles generally
accepted  in  the  United  States.

     As  discussed  in Note 1 to the consolidated financial statements, the Isle
of  Capri  Casinos, Inc. adopted Statement of Financial Accounting Standards No.
142  in  the  year  ended  April  28,  2002.



                                   ERNST  &  YOUNG  LLP

New  Orleans,  Louisiana
June  7,  2002
<PAGE>

<TABLE>
<CAPTION>



                                           ISLE OF CAPRI CASINOS, INC.
                                           CONSOLIDATED BALANCE SHEETS
                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                    ASSETS
                                                                                         APRIL 28,    APRIL 29,
                                                                                           2002         2001
                                                                                        -----------  -----------
<S>                                                                                     <C>          <C>
Current assets:
     Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   76,597   $   76,659
     Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,857        9,203
     Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -        4,700
     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10,235       14,536
     Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . .      15,113       16,359
     Property held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      24,572            -
                                                                                        -----------  -----------
               Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . .     136,374      121,457
Property and equipment - net.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     803,507      872,168
Other assets:
     Property held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -        2,860
     Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     305,850      291,755
     Other intangible assets.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      58,744       66,411
     Deferred financing costs, net of accumulated amortization of $7,984 in 2002 and
          $8,533 in 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       23,730       21,856
     Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,677        4,300
     Prepaid deposits and other. . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,944        2,100
     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,397            -
                                                                                        -----------  -----------
               Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,340,223   $1,382,907
                                                                                        ===========  ===========
                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . . .  $   14,176   $   20,936
     Accounts payable trade. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22,541       22,635
     Accrued liabilities:
           Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,276        9,521
           Payroll and related.. . . . . . . . . . . . . . . . . . . . . . . . . . . .      47,186       35,653
           Property and other taxes. . . . . . . . . . . . . . . . . . . . . . . . . .      15,673       14,963
           Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13,993            -
           Progressive jackpots and slot club awards.. . . . . . . . . . . . . . . . .      11,903       12,616
           Other.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,862       43,222
                                                                                        -----------  -----------
               Total current liabilities.. . . . . . . . . . . . . . . . . . . . . . .     158,610      159,546
Long-term debt, less current maturities. . . . . . . . . . . . . . . . . . . . . . . .     995,123    1,018,185
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -       15,563
Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      16,302        9,670
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10,990       13,902
Stockholders' equity:
          Preferred stock, $.01 par value; 2,000 shares authorized; none issued. . . .           -            -
          Common stock, $.01 par value; 45,000 shares authorized; shares issued and
             outstanding: 31,826 at April 28, 2002 and 30,615 at April 29, 2001. . . .         314          306
          Class B common stock, $.01 par value; 3,000 shares authorized; none issued .           -            -
          Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . .     135,432      129,408
          Unearned compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1,352)      (1,800)
          Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      54,753       54,788
          Accumulated other comprehensive loss, net of income tax benefit of
          $2,364 in 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (4,061)           -
                                                                                        -----------  -----------
                                                                                           185,086      182,702
     Treasury stock, 3,107 shares at April 28, 2002 and 1,959 shares at April 29, 2001     (25,888)     (16,661)
                                                                                        -----------  -----------
          Total stockholders' equity.. . . . . . . . . . . . . . . . . . . . . . . . .     159,198      166,041
                                                                                        -----------  -----------
          Total liabilities and stockholders' equity.. . . . . . . . . . . . . . . . .  $1,340,223   $1,382,907
                                                                                        ===========  ===========

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

<TABLE>
<CAPTION>



                                          ISLE OF CAPRI CASINOS, INC.
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                                                 FISCAL YEAR ENDED
                                                                                -------------------
                                                                      APRIL 28,        APRIL 29,    APRIL 30,
                                                                        2002             2001         2000
                                                                 -------------------  -----------  -----------
<S>                                                              <C>                  <C>          <C>
Revenues:
     Casino . . . . . . . . . . . . . . . . . . . . . . . . . .  $        1,056,967   $  957,147   $  619,351
     Rooms. . . . . . . . . . . . . . . . . . . . . . . . . . .              55,957       50,734       24,809
     Pari-mutuel commissions and fees . . . . . . . . . . . . .              23,534       22,152       22,064
     Food, beverage and other . . . . . . . . . . . . . . . . .             152,187      148,315       93,572
                                                                 -------------------  -----------  -----------
          Gross revenues. . . . . . . . . . . . . . . . . . . .           1,288,645    1,178,348      759,796
          Less promotional allowances . . . . . . . . . . . . .             203,334      195,547      113,092
                                                                 -------------------  -----------  -----------
                  Net revenues. . . . . . . . . . . . . . . . .           1,085,311      982,801      646,704
Operating expenses:
     Casino . . . . . . . . . . . . . . . . . . . . . . . . . .             203,855      192,209      116,105
     Gaming taxes . . . . . . . . . . . . . . . . . . . . . . .             227,067      192,571      122,572
     Rooms. . . . . . . . . . . . . . . . . . . . . . . . . . .              13,345       12,072        5,824
     Pari-mutuel. . . . . . . . . . . . . . . . . . . . . . . .              16,806       16,212       16,406
     Food, beverage and other.. . . . . . . . . . . . . . . . .              35,774       31,988       19,089
     Marine and facilities. . . . . . . . . . . . . . . . . . .              70,024       63,644       39,862
     Marketing and administrative.. . . . . . . . . . . . . . .             274,560      249,888      167,584
     Accrued litigation settlement. . . . . . . . . . . . . . .               2,600            -            -
     Valuation charge . . . . . . . . . . . . . . . . . . . . .              61,362        1,032            -
     Preopening expenses. . . . . . . . . . . . . . . . . . . .               3,871          176        3,420
     Other charges. . . . . . . . . . . . . . . . . . . . . . .                   -        8,165            -
     Depreciation and amortization. . . . . . . . . . . . . . .              72,064       69,112       42,346
                                                                 -------------------  -----------  -----------
          Total operating expenses. . . . . . . . . . . . . . .             981,328      837,069      533,208
                                                                 -------------------  -----------  -----------
Operating income. . . . . . . . . . . . . . . . . . . . . . . .             103,983      145,732      113,496
     Interest expense.. . . . . . . . . . . . . . . . . . . . .             (89,177)     (98,943)     (60,413)
     Interest income. . . . . . . . . . . . . . . . . . . . . .                 850        5,107        4,780
     Gain on disposal of assets . . . . . . . . . . . . . . . .                 125          271        3,106
     Minority interest. . . . . . . . . . . . . . . . . . . . .              (7,676)      (6,357)      (3,700)
     Equity in income (loss) of unconsolidated joint ventures..                 (38)        (162)         259
                                                                 -------------------  -----------  -----------
Income before income taxes and extraordinary loss . . . . . . .               8,067       45,648       57,528
     Income tax provision . . . . . . . . . . . . . . . . . . .               3,753       20,504       25,473
                                                                 -------------------  -----------  -----------
Income before extraordinary loss. . . . . . . . . . . . . . . .               4,314       25,144       32,055
Extraordinary loss on extinguishment of debt, net of
     income tax benefit of $2,672 in 2002, $0 in 2001
     and $634 in 2000 . . . . . . . . . . . . . . . . . . .. .               (4,349)           -         (984)
                                                                 -------------------  -----------  -----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .  $              (35)  $   25,144   $   31,071
                                                                 ===================  ===========  ===========


Earnings (loss) per common share - basic:
  Income before extraordinary loss. . . . . . . . . . . . . . .  $             0.15   $     0.84   $     1.22
  Extraordinary loss, net of income taxes . . . . . . . . . . .               (0.15)           -        (0.04)
                                                                 -------------------  -----------  -----------
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . .  $                -   $     0.84   $     1.18
                                                                 ===================  ===========  ===========

Earnings (loss) per common share - assuming dilution:
  Income before extraordinary loss. . . . . . . . . . . . . . .  $             0.15   $     0.80   $     1.15
  Extraordinary loss, net of income taxes.. . . . . . . . . . .               (0.15)           -        (0.04)
                                                                 -------------------  -----------  -----------
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . .  $                -   $     0.80   $     1.11
                                                                 ===================  ===========  ===========

  Weighted average basic shares . . . . . . . . . . . . . . . .              28,162       29,894       26,327
  Weighted average diluted shares . . . . . . . . . . . . . . .              29,765       31,513       27,925

</TABLE>
                               See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>



                                            ISLE OF CAPRI CASINOS, INC.
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  (IN THOUSANDS)


                                                                                 ACCUM.
                                                                                 OTHER
                                 SHARES OF               ADDITIONAL   UNEARNED    COMPRE-                 RETAINED
                                  COMMON      COMMON      PAID-IN     COMPEN-    HENSIVE     TREASURY    EARNINGS
                                   STOCK       STOCK      CAPITAL     SATION       LOSS       STOCK     (DEFICIT)
                                 ---------  -----------  ----------  ---------  ----------  ----------  ----------
<S>                              <C>        <C>          <C>         <C>        <C>         <C>         <C>
Balance, April 25, 1999 . . . .     23,569  $       236  $  63,146   $      -   $       -   $       -   $  (1,427)
Exercise of stock options
   and warrants . . . . . . . .        500            5      2,727          -           -           -           -
Issuance of common stock
   for acquisition. . . . . . .      6,300           63     59,699          -           -           -           -
Net income. . . . . . . . . . .          -            -          -          -           -           -      31,071
                                 ---------  -----------  ----------  ---------  ----------  ----------  ----------
Balance, April 30, 2000 . . . .     30,369          304    125,572          -           -           -      29,644
Exercise of stock options . . .        246            2      1,136          -           -           -           -
Grant of nonvested stock. . . .          -            -      2,700     (2,700)          -           -           -
Purchase of treasury stock. . .          -            -          -          -           -     (16,661)          -
Amortization of unearned
   compensation.. . . . . . . .          -            -          -        900           -           -           -
Net income. . . . . . . . . . .          -            -          -          -           -           -      25,144
                                 ---------  -----------  ----------  ---------  ----------  ----------  ----------
Balance, April 29, 2001 . . . .     30,615          306    129,408     (1,800)          -     (16,661)     54,788
Net loss. . . . . . . . . . . .          -            -          -          -           -           -         (35)
Unrealized loss on interest
   rate swap contracts, net of
   income tax benefit of $2,364          -            -          -          -      (4,061)          -           -
                                 ---------  -----------  ----------  ---------  ----------  ----------  ----------
Comprehensive loss. . . . . . .          -            -          -          -      (4,061)          -         (35)
Exercise of stock options
   and warrants . . . . . . . .      1,211            8      6,096          -           -      (1,205)          -
Grant of nonvested stock. . . .          -            -        (72)        72           -           -           -
Amortization of unearned
   compensation . . . . . . . .          -            -          -        376           -           -           -
Purchase of treasury stock. . .          -            -          -          -           -      (8,022)          -
                                 ---------  -----------  ----------  ---------  ----------  ----------  ----------
Balance, April 28, 2002 . . . .     31,826  $       314  $ 135,432   $ (1,352)  $  (4,061)  $ (25,888)  $  54,753
                                 =========  ===========  ==========  =========  ==========  ==========  ==========





                                       TOTAL
                                  STOCKHOLDERS'
                                     EQUITY
                                 ---------------
<S>                              <C>
Balance, April 25, 1999 . . . .  $       61,955
Exercise of stock options
   and warrants . . . . . . . .           2,732
Issuance of common stock
   for acquisition. . . . . . .          59,762
Net income. . . . . . . . . . .          31,071
                                 ---------------
Balance, April 30, 2000 . . . .         155,520
Exercise of stock options . . .           1,138
Grant of nonvested stock. . . .               -
Purchase of treasury stock. . .         (16,661)
Amortization of unearned
   compensation.. . . . . . . .             900
Net income. . . . . . . . . . .          25,144
                                 ---------------
Balance, April 29, 2001 . . . .         166,041
Net loss. . . . . . . . . . . .             (35)
Unrealized loss on interest
   rate swap contracts, net of
   income tax benefit of $2,364          (4,061)
                                 ---------------
Comprehensive loss. . . . . . .         166,006
Exercise of stock options
   and warrants . . . . . . . .           4,899
Grant of nonvested stock. . . .               -
Amortization of unearned
   compensation . . . . . . . .             376
Purchase of treasury stock. . .          (8,022)
                                 ---------------
Balance, April 28, 2002 . . . .  $      159,198
                                 ===============

</TABLE>
                             See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>



                                         ISLE OF CAPRI CASINOS, INC.
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (IN THOUSANDS)


                                                                               FISCAL YEAR ENDED
                                                                              -------------------
                                                                     APRIL 28,        APRIL 29,    APRIL 30,
                                                                       2002             2001         2000
                                                                -------------------  -----------  -----------
<S>                                                             <C>                  <C>          <C>
OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . . . . .  $              (35)  $   25,144   $   31,071
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
     Depreciation and amortization . . . . . . . . . . . . . .              72,064       69,112       42,346
     Amortization of deferred financing costs. . . . . . . . .               3,863        4,388        2,969
     Amortization of unearned compensation . . . . . . . . . .                 376          900            -
     Gain on disposal of assets. . . . . . . . . . . . . . . .                (125)        (271)      (3,106)
     Other charges.. . . . . . . . . . . . . . . . . . . . . .                   -        8,165            -
     Valuation charge. . . . . . . . . . . . . . . . . . . . .              61,362        1,032            -
     Deferred income taxes . . . . . . . . . . . . . . . . . .              12,291       11,068       17,410
     Equity in (income) loss of unconsolidated joint venture..                  38          162         (259)
     Extraordinary loss (net of income taxes). . . . . . . . .               4,349            -          984
     Minority interest . . . . . . . . . . . . . . . . . . . .               7,676        6,358        3,700
     Changes in current assets and liabilities:
          Accounts receivable. . . . . . . . . . . . . . . . .                (654)      (2,020)         363
          Income tax receivable. . . . . . . . . . . . . . . .               4,700       (4,700)       8,143
          Prepaid expenses and other assets. . . . . . . . . .               1,246       (6,475)      (1,666)
          Accounts payable and accrued liabilities.. . . . . .             (13,536)      (38,713)      28,526
                                                                -------------------  -----------  -----------
Net cash provided by operating activities. . . . . . . . . . .             153,615       74,150      130,481

INVESTING ACTIVITIES:
Purchase of property and equipment.. . . . . . . . . . . . . .             (98,344)    (159,326)    (104,568)
Net cash paid for acquisitions . . . . . . . . . . . . . . . .                   -     (111,399)    (119,355)
Sale of short-term investments.. . . . . . . . . . . . . . . .                   -       39,044      (39,044)
Proceeds from sales of assets. . . . . . . . . . . . . . . . .                 125          271        6,134
Investments in and advances to joint ventures. . . . . . . . .              (1,055)      (1,324)         196
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . .                 623        1,256        2,559
Prepaid deposits and other . . . . . . . . . . . . . . . . . .              (1,827)       6,100       (3,879)
                                                                -------------------  -----------  -----------
Net cash used in investing activities. . . . . . . . . . . . .            (100,478)    (225,378)    (257,957)

FINANCING ACTIVITIES:
Proceeds from debt . . . . . . . . . . . . . . . . . . . . . .             580,000        2,238      475,061
Net proceeds from (reduction in) line of credit. . . . . . . .             (18,000)      93,000            -
Principal payments on debt and cash paid to retire debt. . . .            (596,697)     (19,021)    (258,078)
Deferred financing costs . . . . . . . . . . . . . . . . . . .              (7,631)        (779)      (9,384)
Purchase of treasury stock . . . . . . . . . . . . . . . . . .              (8,022)     (16,659)           -
Proceeds from exercise of stock options and warrants . . . . .               4,830        1,136        2,732
Cash distribution to minority partner. . . . . . . . . . . . .              (7,679)           -            -
                                                                -------------------  -----------  -----------
Net cash (used in) provided by financing activities. . . . . .             (53,199)      59,915      210,331

Net increase (decrease) in cash and cash equivalents . . . . .                 (62)     (91,313)      82,855
Cash and cash equivalents at beginning of period . . . . . . .              76,659      167,972       85,117
                                                                -------------------  -----------  -----------
Cash and cash equivalents at end of period . . . . . . . . . .  $           76,597   $   76,659   $  167,972
                                                                ===================  ===========  ===========



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


<TABLE>
<CAPTION>



                                      ISLE OF CAPRI CASINOS, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (IN THOUSANDS)


                                                                         FISCAL YEAR ENDED
                                                                        -------------------
                                                               APRIL 28,        APRIL 29,    APRIL 30,
                                                                 2002             2001         2000
                                                          -------------------  -----------  -----------
<S>                                                       <C>                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash payments (receipts) for:
  Interest . . . . . . . . . . . . . . . . . . . . . . .  $           77,821   $   99,620   $   52,090
  Income taxes . . . . . . . . . . . . . . . . . . . . .              (6,439)      22,337       (1,933)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
Other:
  Construction costs funded through accounts payable . .                   -        2,809        2,453
Acquisitions of businesses:
     Fair value of assets acquired . . . . . . . . . . .                   -      189,772      496,417
     Less fair value of liabilities assumed. . . . . . .                   -      (78,373)    (317,300)
     Less stock issued . . . . . . . . . . . . . . . . .                   -            -      (59,762)
                                                          -------------------  -----------  -----------
     Net cash payment. . . . . . . . . . . . . . . . . .                   -      111,399      119,355
</TABLE>


                               See notes to consolidated financial statements

<PAGE>
                                  ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  PRESENTATION
Isle  of Capri Casinos, Inc. (the "Company" or "Isle of Capri") was incorporated
as  a  Delaware  corporation  on  February  14,  1990.  The Company, through its
subsidiaries,  is  engaged  in  the business of developing, owning and operating
branded  gaming  facilities  and related lodging and entertainment facilities in
growing  markets  in  the  United  States.  The Company wholly owns and operates
thirteen  gaming facilities located in Bossier City and Lake Charles, Louisiana;
Biloxi,  Lula,  Natchez Vicksburg, and Tunica, Mississippi; Boonville and Kansas
City,  Missouri;  Bettendorf,  Marquette  and  Davenport,  Iowa;  and Las Vegas,
Nevada.  The  Company  also owns a 57% interest in and receives a management fee
for  operating  a gaming facility in Black Hawk, Colorado.  All but two of these
gaming  facilities  operate  under  the  name  "Isle  of  Capri" and feature our
distinctive  tropical  island  theme.  In  addition, the Company wholly owns and
operates  a  pari-mutuel  harness  racing  facility  in  Pompano Beach, Florida.


FISCAL  YEAR-END
The  Company's  fiscal  year  ends on the last Sunday in April. This fiscal year
creates  more  comparability of the Company's quarterly operations, by generally
having  an  equal  number  of weeks (13) and week-end days (26) in each quarter.
Periodically,  this  system  necessitates a 53-week year and fiscal 2000 was one
such year.  Fiscal 2002 commenced on April 30, 2001 and ended on April 28, 2002.

PRINCIPLES  OF  CONSOLIDATION
The  consolidated  financial  statements include the accounts of the Company and
its subsidiaries.  Investments in unconsolidated affiliates that are 50% or less
owned  are  accounted for under the equity method.  All significant intercompany
balances  and  transactions  have  been  eliminated  in  consolidation.

USE  OF  ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States 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.

CASH  AND  CASH  EQUIVALENTS
The  Company  considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  as cash equivalents. Cash equivalents are
placed  primarily  with high-credit-quality financial institutions. The carrying
amount of cash equivalents approximates fair value because of the short maturity
of  these  instruments.

<PAGE>

ISLE OF CAPRI CASINOS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

INVENTORIES
Inventories  generally  consist of food and beverage and retail merchandise, and
are  stated  at the lower of cost or market.  Cost is determined by the weighted
average  method.

PROPERTY  AND  EQUIPMENT
Property  and equipment are stated at cost. Maintenance and repairs that neither
materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred.  Gains or losses on dispositions of property and
equipment are included in the determination of income.  Depreciation is computed
using  the straight-line method over the following estimated useful lives of the
assets:

<TABLE>
<CAPTION>



<S>                                     <C>
                                        YEARS
                                        -------
Slot machines, software and computers.        3
Furniture, fixtures and equipment. . .     5-10
Leasehold improvements . . . . . . . .  10-39.5
Riverboats and floating pavilions. . .       25
Buildings and improvements . . . . . .     39.5
</TABLE>

Capital  leases  are depreciated over the estimated useful life of the assets or
the  life  of  the  lease,  whichever  is  shorter.

GOODWILL  AND  OTHER  INTANGIBLE  ASSETS

Goodwill, representing the excess of the cost over the net identifiable tangible
and  intangible  assets  of  acquired  businesses,  is  stated  at  cost.  Other
intangible  assets  represent  the  value  of  licenses,  trademarks  and player
databases  acquired  by  the  Company. Through April 29, 2001, these assets were
amortized  using  the  straight-line  method,  generally over a twenty-five year
period.  In  June  2001,  the  Financial  Accounting  Standards  Board  issued
Statements  of  Financial Accounting Standards No. 141, "Business Combinations,"
and  No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years
beginning  after  December 15, 2001.  These statements require that the purchase
method  of accounting be used for all business combinations initiated after June
30,  2001  and prohibit the pooling-of-interest method and change the accounting
for  goodwill  from  an amortization method to an impairment-only approach.  The
carrying  value of goodwill and other intangible assets is reviewed periodically
to determine whether any impairment has occurred.  The Company has elected early
adoption  effective  April 30, 2001, and ceased the amortization of goodwill and
other  intangible  assets  at  that  time.

<PAGE>

                             ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

LONG-LIVED  ASSETS
The Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with Statement of Financial Accounting Standards No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to be Disposed of" ("SFAS 121").  SFAS 121 requires impairment losses to
be  recorded  on  long-lived  assets  used  in  operations  when  indicators  of
impairment are present and the undiscounted cash flows estimated to be generated
by  those  assets  are less than the assets' carrying amounts.  In that event, a
loss  is recognized based on the amount by which the carrying amount exceeds the
fair  market  value  of  the long-lived assets.  Loss on long-lived assets to be
disposed  of  is  determined in a similar manner, except that fair market values
are reduced for the cost of disposal.  Based on its review, other than the asset
impairment  write-downs noted in Note 15, the Company believes that, as of April
28,  2002,  there  were  no  significant  impairments  of its long-lived assets.

DEFERRED  FINANCING  COSTS
The  costs  of  issuing  long-term  debt are capitalized and are being amortized
over  the  term  of  the  related  debt.

SELF  INSURANCE
The  Company  is  self-insured for various levels of general liability, workers'
compensation,  and employee medical and life insurance coverage.  Self-insurance
reserves are estimated based on the Company's claims experience and are included
in  current  accrued  liabilities  on  the  consolidated  balance  sheets.

SLOT  CLUB  AWARDS
The  Company provides slot patrons with incentives based on the dollar amount of
play  on  slot machines. An accrual has been established based on an estimate of
the  outstanding  value of these incentives, utilizing the age and prior history
of  redemptions.  This amount is reflected as a current accrued liability on the
consolidated  balance  sheets.

DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

Effective  April 30, 2001, the Company adopted Statement of Financial Accounting
Standards  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities," ("SFAS 133") as amended.  The Company utilizes derivative financial
instruments  to  manage  interest  rate  risk  associated  with  variable  rate
borrowings.  Derivative  financial  instruments  are  intended  to  reduce  the
company's  exposure  to interest rate risk.  The Company accounts for changes in
the  fair  value of a derivative instrument depending on the intended use of the
derivative  and the resulting designation, which is established at the inception
of  a  derivative.  SFAS  133  requires that a company formally document, at the
inception  of a hedge, the hedging relationship and the entity's risk management
objective  and  strategy  for undertaking the hedge, including identification of
the  hedging  instrument, the hedged item or transaction, the nature of the risk
being  hedged,  the method used to assess effectiveness and the method that will
be  used to measure hedge ineffectiveness of derivative instruments that receive
hedge  accounting treatment.  For derivative instruments designated as cash flow
hedges,  changes  in  fair  value,  to  the  extent  the hedge is effective, are
recognized  in other comprehensive income until the hedged item is recognized in
earnings.  Hedge  effectiveness  is assessed quarterly based on the total change
in  the  derivative's  fair  value.

<PAGE>

                              ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

REVENUE  RECOGNITION
In  accordance  with  gaming  industry  practice,  the Company recognizes casino
revenues  as the net win from gaming activities, which is the difference between
gaming  wins  and  losses.  Casino  revenues are net of accruals for anticipated
payouts  of  progressive slot jackpots and certain table games. Such anticipated
jackpot  payments  are  reflected  as  current  liabilities  in the accompanying
balance  sheets. Revenues from the hotel, food, beverage, entertainment, and the
gift  shop  are  recognized  at  the  time  the  related  service  or  sale  is
performed/made.

NET  REVENUES
Net  revenues do not include the retail amount of food, beverage and other items
provided  gratuitously  to  customers.  These  amounts  that  are  included  in
promotional  allowances  were  as  follows:

<TABLE>
<CAPTION>





                                                     FISCAL YEAR ENDED
                                                     ------------------
                                            APRIL 28,       APRIL 29,   APRIL 30,
                                               2002            2001        2000
                                        ------------------  ----------  ----------
                                                        (In thousands)
<S>                                     <C>                 <C>         <C>
     Rooms . . . . . . . . . . . . . .  $           30,569  $   25,856  $   61,265
     Food and beverage . . . . . . . .              93,192      95,325      12,365
     Other . . . . . . . . . . . . . .               3,336       3,555       1,316
     Customer loyalty programs . . . .              76,237      70,811      38,146
                                        ------------------  ----------  ----------
         Total promotional allowances.  $          203,334  $  195,547  $  113,092
                                        ==================  ==========  ==========

</TABLE>


The  estimated cost of providing such complimentary services that is included in
casino  expense  was  as  follows:

<TABLE>
<CAPTION>






                                                           FISCAL YEAR ENDED
                                                            ------------------
                                                    APRIL 28,       APRIL 29,   APRIL 30,
                                                       2002            2001        2000
                                                ------------------  ----------  ----------
                                                             (In thousands)
<S>                                             <C>                 <C>         <C>
     Rooms . . . . . . . . . . . . . . . . . .  $           15,315  $   12,620  $    5,880
     Food and beverage . . . . . . . . . . . .              72,052      72,166      46,323
     Other . . . . . . . . . . . . . . . . . .               1,100       1,263         451
                                                ------------------  ----------  ----------
         Total cost of complimentary services.  $           88,467  $   86,049  $   52,654
                                                ==================  ==========  ==========

</TABLE>

Effective  for  fiscal  2001,  the  Company  adopted  new guidance issued by the
Emerging  Issues Task Force ("EITF") of the Financial Accounting Standards Board
relative  to EITF Issue No.00-14, "Accounting for Certain Sales Incentives," and
EITF  Issue No. 00-22, "Accounting for Points and Certain Other Time-Based Sales
Incentive  Offers,  and  Offers for Free Products or Services to Be Delivered in
the Future." EITF Issue No. 00-14 requires the redemption of coupons for cash to
be  recognized  as  a reduction of revenue and EITF Issue No. 00-22 requires the
redemption  of "points" for cash to be recognized as a reduction of revenue. The
Company  has  complied  with  the  requirements  of  this  new  guidance  in the
accompanying  statements  of  operations.

<PAGE>

                             ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

ADVERTISING
Advertising  costs are expensed the first time such advertisement appears. Total
advertising costs (including direct mail marketing) were $18.7 million in fiscal
2002,  $21.1  million  in  fiscal  2001  and  $14.7  million  in  fiscal  2000.

PREOPENING  EXPENSE
Preopening,  pre-operating and organization activities are expensed as incurred.

CAPITALIZED  INTEREST
The interest cost associated with major development and construction projects is
capitalized  and  included in the cost of the project.  When no debt is incurred
specifically  for  a project, interest is capitalized on amounts expended on the
project using the weighted-average cost of the Company's outstanding borrowings.
Capitalization  of interest ceases when the project is substantially complete or
development  activity  is  suspended  for  more  than  a  brief  period.

EQUITY  METHOD  OF  ACCOUNTING  FOR  INVESTMENTS
Investments  in  companies  in  which  the Company has a 20% to 50% interest are
carried  at  cost,  adjusted  for  the  Company's  proportionate  share of their
operating  and  financial  activities.

INCOME  TAXES
Income taxes are accounted for in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."  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.  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  of  a  change  in tax rates related to
deferred  tax  assets and liabilities is recognized in income in the period that
includes  the  enactment  date.

EARNINGS  (LOSS)  PER  SHARE  OF  COMMON  STOCK
In  accordance  with  the  provisions  of Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 128, "Earnings Per Share," basic
earnings  (loss)  per  share  ("EPS")  is computed by dividing net income (loss)
applicable  to  common  stock  by the weighted average common shares outstanding
during  the  period.  Diluted  EPS  reflects  the  additional  dilution  for all
potentially  dilutive  securities  such  as  stock options.

STOCK-BASED  COMPENSATION
The  Company grants stock options for a fixed number of shares to employees with
an  exercise  price  equal to the fair value of the shares at the date of grant.
The  Company accounts for stock option grants in accordance with APB Opinion No.
25,  "Accounting  for  Stock  Issued  to  Employees"  ("APB  25")  and  related
Interpretations.  Under  APB  25,  because  the  exercise price of the Company's
employee  stock  options  equals the market price of the underlying stock on the
date  of  grant,  no  compensation  expense  is  recognized.

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

CERTAIN  RISKS  AND  UNCERTAINTIES
The  Company's  operations  are  dependent  on  the  continued  licensing  or
qualification  of  the  Company.  Such  licensing and qualification are reviewed
periodically  by  the  gaming  authorities  in  the  state  of  operation.

The  Company receives a significant amount of its revenue from patrons within 50
miles  of  the properties. If economic conditions in these areas were to decline
materially  or  additional  casino licenses were awarded in these locations, the
Company's  results  of  operations  could  be  materially  affected.

RECLASSIFICATION
The  consolidated  financial  statements  for  prior  years  reflect  certain
reclassifications  to  conform  with  the current  year  presentation.

RECENTLY  ISSUED  ACCOUNTING  STANDARDS
In August 2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations" ("SFAS 143") which requires companies to record the fair value of a
liability  for  an  asset  retirement  obligation  in  the period in which it is
incurred  and  a  corresponding  increase  in the carrying amount of the related
long-lived  asset.  SFAS  143  will  be  effective  for financial statements for
fiscal  years  beginning after June 15, 2002.  The Company believes the adoption
of SFAS 143 will not have a material impact on its financial position or results
of  consolidated  operations.

In October  2001,  the  Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  144,  "Accounting  for  the Impairment or
Disposal  of  Long-Lived  Assets"  ("SFAS  144"),  which  addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be  Disposed  Of,"  and  the  accounting  and  reporting
provisions  of  APB  Opinion No. 30, "Reporting the Results of Operations" for a
disposal  of  a  segment  of a business.  SFAS 144 is effective for fiscal years
beginning  after  December  15,  2001.  The  Company  does  not  expect that the
adoption  of  the  Statement  will  have  a  significant impact on the Company's
financial  position  and  results  of  consolidated  operations.

<PAGE>

                           ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following:


<TABLE>
<CAPTION>





                                                  APRIL 28,   APRIL 29,
                                                     2002        2001
                                                  ----------  ----------
                                                      (In thousands)
<S>                                               <C>         <C>
Property and equipment:
Land and land improvements . . . . . . . . . . .  $  126,456  $  126,784
Leasehold improvements.. . . . . . . . . . . . .     117,849     110,727
Buildings and improvements.. . . . . . . . . . .     372,933     414,410
Riverboats and floating pavilions. . . . . . . .     163,399     158,246
Furniture, fixtures and equipment. . . . . . . .     259,201     224,638
Construction in progress . . . . . . . . . . . .       6,261      31,398
                                                  ----------  ----------
   Total property and equipment. . . . . . . . .   1,046,099   1,066,203
Less accumulated depreciation and amortization..     242,592     194,035
                                                  ----------  ----------
   Property and equipment, net . . . . . . . . .  $  803,507  $  872,168
                                                  ==========  ==========

</TABLE>

Interest capitalized totaled $1.3 million in fiscal 2002, $3.8 million in fiscal
2001  and  $2.4  million  in fiscal 2000.  Depreciation expense for property and
equipment totaled $72.1 million in fiscal 2002, $54.7 million in fiscal 2001 and
$35.1  million  in  fiscal  2000.

3.  ISLE  OF  CAPRI  BLACK  HAWK  L.L.C.

On  April  25, 1997, a wholly owned subsidiary of the Company, Casino America of
Colorado,  formed  the  Isle-Black  Hawk,  a  limited  liability  company,  with
Blackhawk  Gold,  Ltd., a wholly owned subsidiary of Nevada Gold & Casinos, Inc.
The  Isle-Black  Hawk  owns  a  casino  in Black Hawk, Colorado, which opened on
December  30,  1998.  The  Company  has a 57% indirect ownership interest in the
Isle-Black  Hawk.
<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  PROPERTY  HELD  FOR  SALE

Property  held for sale at April 28, 2002, consists primarily of the Isle-Tunica
and  the  Lady Luck-Las Vegas (see footnote 15).  The balance also includes land
in Cripple Creek, Colorado, a riverboat, a floating pavilion and several barges.
Property  held for sale at April 29, 2001, consists primarily of land in Cripple
Creek,  Colorado,  a  riverboat,  a  floating  pavilion  and  several  barges.

5.  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS






Goodwill  and  other  intangible  assets  consist  of  the  following:

<TABLE>
<CAPTION>





                                                   APRIL 28,   APRIL 29,
                                                      2002        2001
                                                   ----------  ----------
                                                       (In thousands)
<S>                                                <C>         <C>
Goodwill. . . . . . . . . . . . . . . . . . . . .  $  330,136  $  319,534
Gaming licenses.. . . . . . . . . . . . . . . . .      68,056      72,230
Trademarks and player database. . . . . . . . . .       5,628       5,628
                                                   ----------  ----------
      Total goodwill and other intangible assets.     403,820     397,392
Less accumulated amortization . . . . . . . . . .      39,226      39,226
                                                   ----------  ----------
      Goodwill and other intangible assets, net .  $  364,594  $  358,166
                                                   ==========  ==========

</TABLE>

For  the  fiscal year ended April 28, 2002, goodwill and other intangible assets
increased by $11.4 million due to the recording of the final purchase accounting
adjustments  for  Lady Luck Las Vegas, Isle-Boonville and Rhythm City-Davenport.
Goodwill  for Isle-Lake Charles decreased by $5.0 million due to the elimination
of  the  valuation  allowance  related  to  the  deferred  tax   assets.  See
Note 18.
<PAGE>

                        ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS  (CONTINUED)

The following table sets forth the pro forma effect of adoption of Statements of
Financial  Accounting  Standard No. 142, "Goodwill and Other Intangible Assets":


<TABLE>
<CAPTION>




                                             FISCAL YEAR ENDED
                                            -------------------
                                                 APRIL 28,       APRIL 29,   APRIL 30,
                                                   2002             2001        2000
                                            -------------------  ----------  ----------
                                                 (In thousands, except per share data)
<S>                                         <C>                  <C>         <C>
Reported income before extraordinary loss.  $            4,314   $   25,144  $   32,055
Amortization expense, net of income taxes.                   -        9,852       5,669
                                            -------------------  ----------  ----------
Adjusted income before extraordinary loss.  $            4,314   $   34,996  $   37,724
                                            ===================  ==========  ==========

Reported net income (loss) . . . . . . . .                ($35)  $   25,144  $   31,071
Amortization expense, net of taxes . . . .                   -        9,852       5,669
                                            -------------------  ----------  ----------
Adjusted net income (loss).. . . . . . . .                ($35)  $   34,996  $   36,740
                                            ===================  ==========  ==========

Reported income per common share
    before extraordinary loss:
    Basic. . . . . . . . . . . . . . . . .  $             0.15   $     0.84  $     1.22
    Diluted. . . . . . . . . . . . . . . .  $             0.15   $     0.80  $     1.15
Reported net income per common share:
     Basic . . . . . . . . . . . . . . . .  $                -   $     0.84  $     1.18
     Diluted . . . . . . . . . . . . . . .  $                -   $     0.80  $     1.11
Adjusted income per common share
    before extraordinary loss:
    Basic. . . . . . . . . . . . . . . . .  $             0.15   $     1.17  $     1.43
    Diluted. . . . . . . . . . . . . . . .  $             0.15   $     1.11  $     1.35
Adjusted net income per common share:
     Basic . . . . . . . . . . . . . . . .  $                -   $     1.17  $     1.40
     Diluted.. . . . . . . . . . . . . . .  $                -   $     1.11  $     1.32

</TABLE>

6.  RESTRICTED  CASH

Restricted cash consists of workers' compensation deposits in the amount of $0.5
million  and  various  other  deposits  totaling  $3.2  million.

7.  SELF  INSURANCE  LIABILITIES

The  Company's  employee-related  health  care  benefits  program,  workers'
compensation  insurance  and general liability insurance are self-funded up to a
maximum  amount  per  claim.  Claims in excess of this maximum are fully insured
through  a  stop-loss  insurance policy.  Accruals are based on claims filed and
estimates of claims incurred but not reported.  For the fiscal years ended April
28,  2002  and April 29, 2001, the Company's liabilities for unpaid and incurred
but  not  reported claims totaled $17.7 million and $14.7 million, respectively,
and  are included in "Accrued liabilities - payroll and related" for health care
benefits  and  workers'  compensation  insurance  and  in "Accrued liabilities -
other"  for general liability insurance in the accompanying consolidated balance
sheets.  While the total cost of claims incurred depends on future developments,
in  management's opinion, recorded reserves are adequate to cover future claims'
payments.

<PAGE>

                           ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT

<TABLE>
<CAPTION>

                                                                                   APRIL 28,     APRIL 29,
                                                                                     2002           2001
                                                                                ---------------  ----------
<S>                                                                             <C>              <C>
Long-term debt consists of the following:                                               (In thousands)

8.75 % Senior Subordinated Notes (described below) . . . . . . . . . . . . . .  $       390,000  $  390,000
9.00 % Senior Subordinated Notes (described below) . . . . . . . . . . . . . .          200,000           -
Senior Secured Credit Facility (described below):
   Variable rate term loan . . . . . . . . . . . . . . . . . . . . . . . . . .          250,000     461,250
   Revolver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           75,000      93,000
13% First Mortgage Notes, issued by Isle of Capri Black Hawk L.L.C., due
   August 2004; non-recourse to Isle of Capri Casinos, Inc. (described below).                -      75,000
Isle-Black Hawk Secured Credit Facility, non-recourse to Isle of Capri
   Casinos, Inc. (described below):
   Variable rate term loans. . . . . . . . . . . . . . . . . . . . . . . . . .           77,900           -
Variable rate TIF Bonds due to City of Bettendorf (described below). . . . . .            5,929       6,493
12.5 % note payable, due in monthly installments of $125,000, including
   interest, beginning October 1997 through October 2005.. . . . . . . . . . .            4,072       4,999
8 % note payable, due in monthly installments of $66,667, including interest,
   through July 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              132         888
8 % note payable, due in monthly installments of $11,365, including interest,
   through November 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,124       1,168
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            5,142       6,323
                                                                                ---------------  ----------
                                                                                      1,009,299   1,039,121
Less current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . .           14,176      20,936
                                                                                ---------------  ----------
Long-term debt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       995,123  $1,018,185
                                                                                ===============  ==========


</TABLE>

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT  (CONTINUED)

8.75%  SENIOR  SUBORDINATED  NOTES
On  April  23,  1999,  the  Company  issued  $390.0  million  of  8.75%  Senior
Subordinated  Notes due 2009 (the "8.75% Senior Subordinated Notes").  The 8.75%
Senior  Subordinated  Notes  are  guaranteed by all of the Company's significant
subsidiaries,  excluding  the  subsidiaries  that own and operate the Isle-Black
Hawk.  Interest  on the 8.75% Senior Subordinated Notes is payable semi-annually
on each April 15 and October 15 through maturity.  The 8.75% Senior Subordinated
Notes  are  redeemable, in whole or in part, at the Company's option at any time
on or after April 15, 2004 at the redemption prices (expressed as percentages of
principal  amount)  set  forth  below  plus  accrued  and unpaid interest to the
applicable  redemption date, if redeemed during the 12-month period beginning on
April  15  of  the  years  indicated  below:

<TABLE>
<CAPTION>



<S>                   <C>
YEAR                   PERCENTAGE
--------------------  -----------

2004.. . . . . . . .     104.375%
2005.. . . . . . . .     102.917%
2006.. . . . . . . .     101.458%
2007 and thereafter.     100.000%
</TABLE>


The  Company  issued  the  8.75%  Senior  Subordinated  Notes under an indenture
between  the  Company,  the subsidiary guarantors and a trustee.  The indenture,
among  other  things,  restricts  the  ability of the Company and its restricted
subsidiaries  to  borrow money, make restricted payments, use assets as security
in other transactions, enter into transactions with affiliates, or pay dividends
on  or  repurchase its stock or its restricted subsidiaries' stock.  The Company
is  also  restricted  in  its  ability  to  issue  and sell capital stock of its
subsidiaries and in its ability to sell assets in excess of specified amounts or
merge  with  or  into  other  companies.

A  substantial part of the proceeds from the 8.75% Senior Subordinated Notes was
used  to  prepay  long-term  debt,  including all of the $315.0 million of 12.5%
Senior  Secured  Notes  due 2003.  The proceeds were also used to pay prepayment
premiums,  accrued  interest  and  other  transaction  fees  and  costs.

9%  SENIOR  SUBORDINATED  NOTES
On  March  27, 2002, the Company issued $200.0 million of 9% Senior Subordinated
Notes due 2012 (the "9% Senior Subordinated Notes").  The 9% Senior Subordinated
Notes are guaranteed by all of the Company's significant subsidiaries, excluding
the  subsidiaries  that  own  and  operate  the  Isle-Black Hawk.  The 9% Senior
Subordinated  Notes  are  general  unsecured  obligations and rank junior to all
existing and future senior indebtedness, senior to any subordinated indebtedness
and  equally with all of existing and future senior subordinated debt, including
the  $390.0  million  in aggregate principal amount of the existing 8.75% Senior
Subordinated  Notes.  Interest  on  the  9% Senior Subordinated Notes is payable
semi-annually on each March 15 and September 15 through maturity.  The 9% Senior
Subordinated  Notes are redeemable, in whole or in part, at the Company's option
at  any  time  on or after March 15, 2007 at the redemption prices (expressed as
percentages  of  principal  amount)  set  forth  below  plus  accrued and unpaid
interest  to  the  applicable  redemption  date, if redeemed during the 12-month
period  beginning  on  March  15  of  the  years  indicated  below:


<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>



<S>                   <C>
YEAR                   PERCENTAGE
--------------------  -----------

2007.. . . . . . . .     104.500%
2008.. . . . . . . .     103.000%
2009.. . . . . . . .     101.500%
2010 and thereafter.     100.000%
</TABLE>

Additionally, the Company may redeem a portion of the Notes with the proceeds of
specified  equity  offerings.

The  Company  issued the 9% Senior Subordinated Notes under an indenture between
the  Company,  the  subsidiary  guarantors  and a trustee.  The indenture, among
other  things,  restricts  the  ability  of  the  Company  and  its  restricted
subsidiaries  to  borrow money, make restricted payments, use assets as security
in other transactions, enter into transactions with affiliates, or pay dividends
on or repurchase its stock or its restricted subsidiaries' stock. The Company is
also  restricted  in  its  ability  to  issue  and  sell  capital  stock  of its
subsidiaries and in its ability to sell assets in excess of specified amounts or
merge  with  or  into  other  companies.

A  substantial  part  of  the proceeds from the 9% Senior Subordinated Notes was
used  to  prepay  long-term debt, including $195.0 million outstanding under the
Amended and Restated Senior Credit Facility.  The proceeds were also used to pay
accrued  interest  and  other  transaction  fees  and  costs.

SENIOR  SECURED  CREDIT  FACILITY
Senior  Credit  Facility
Simultaneously  with  the  issuance  of the 8.75% Senior Subordinated Notes, the
Company  entered  into  a  $175.0 million five-year credit facility (the "Senior
Credit  Facility")  comprised  of a $50.0 million term loan and a $125.0 million
revolver.  On  March 2, 2000, the Company amended and restated the Senior Credit
Facility  in  connection with the acquisition of Lady Luck and BRDC, as well as,
to  provide  financing  for  the  pending  acquisitions  of  the Flamingo Hilton
Riverboat  Casino  in  Kansas City, Missouri and of Davis Gaming Boonville, Inc.
The  previous  $175.0  million  Senior  Credit  Facility  was expanded under the
amended  and  restated  agreement  to  a  $600.0  million facility ("Amended and
Restated Senior Credit Facility").  On June 18, 2001, Isle of Capri exercised an
option  under  its existing $600.0 million Amended and Restated Credit Agreement
to  add  $50.0 million of additional term loans under the same terms, conditions
and  covenants to bring the total Amended and Restated Senior Credit Facility to
$650.0  million.

Amended  and  Restated  Senior  Credit  Facility
The  $650.0 million Amended and Restated Senior Credit Facility was comprised of
a $125.0 million revolving credit facility, a $100.0 million Tranche A term loan
maturing  on  March  2,  2005,  a $226.7 million Tranche B term loan maturing on
March  2,  2006,  and  a $198.3 million Tranche C term loan maturing on March 2,
2007.  On  April  26,  2002,  the  Company  amended  the existing $650.0 million
Amended and Restated Senior Credit Facility with a $500.0 million Senior Secured
Credit  Facility  (the  "Senior  Secured  Credit  Facility").

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.  LONG-TERM  DEBT  (CONTINUED)

Senior  Secured  Credit  Facility
The  Senior  Secured  Credit  Facility  provides  for a $250.0 million revolving
credit  facility  maturing  on  April  25,  2007  and a $250.0 million term loan
facility  maturing on April 25, 2008. The proceeds were used to refinance $336.8
million  of  the  existing  Amended and Restated Senior Credit Facility with the
remainder  being  available  for  general  corporate  purposes.

At  the Company's option, the revolving credit facility may bear interest at (1)
the  higher  of  0.05% in excess of the federal funds effective rate or the rate
that  the  bank group announces from time to time as its prime lending rate plus
an  applicable  margin of up to 1.75% or (2) a rate tied to a LIBOR rate plus an
applicable  margin  of  up  to  2.75%.  The  term  loan may bear interest at the
Company's  option  at  (1)  the  higher  of 0.05% in excess of the federal funds
effective  rate  or  the rate that the bank group announces from time to time as
its  prime  lending  rate  plus an applicable margin of up to 1.5% or (2) a rate
tied  to  a  LIBOR  rate  plus  an  applicable  margin  of  up  to  2.5%.

The  Senior  Secured  Senior  Credit  Facility  provides  for certain covenants,
including  those  of a financial nature.  The Amended and Restated Senior Credit
Facility  is  secured  by liens on substantially all of the Company's assets and
guaranteed  by  all of its significant restricted subsidiaries, excluding Casino
America  of  Colorado,  Inc.,  Isle-Black  Hawk,  and  their  subsidiaries.

The weighted average effective interest rate of total debt outstanding under the
Senior  Secured  Credit  Facility  at  April  28,  2002  was  6.27%.

13%  FIRST  MORTGAGE  NOTES
On  August  20, 1997, Isle-Black Hawk issued $75.0 million of 13% First Mortgage
Notes  ("First  Mortgage  Notes") with contingent interest, due August 31, 2004,
that  was non-recourse debt to the Isle of Capri Casinos.  Interest on the First
Mortgage  Notes  was  payable semi-annually on February 28 and August 31 of each
year,  commencing  February  28,  1998.  Additionally,  contingent  interest was
payable  on  the  First  Mortgage  Notes  on  each  interest payment date, in an
aggregate  principal  amount  of 5% of the Consolidated Cash Flow (as defined in
the  Indenture governing the First Mortgage Notes).  Every six months Isle-Black
Hawk  had  been  required  to  pay  contingent  interest  in accordance with the
Indenture.

The  amount  of contingent interest expense totaled $1.0 million in fiscal 2002,
$1.5  million  in  fiscal  2001  and  $1.1  million  in  fiscal  2000.

On  December 18, 2001, Isle-Black Hawk redeemed all of its outstanding 13% First
Mortgage Notes in the principal amount of $75.0 million. The redemption price of
the  First  Mortgage Notes was 106.500% of the principal amount plus accrued and
unpaid interest to the date of redemption, equaling a redemption price of $1,065
for  each  $1,000  principal  amount of Notes, plus accrued and unpaid interest.
Isle  of  Capri recorded a $2.4 million extraordinary loss, net of taxes of $1.4
million  during  the  fiscal  year  ended  April  28,  2002,  relating  to  the
extinguishment  of  the First Mortgage Notes resulting from the payment of early
payment  premiums  and  the  write-off  of  previously recorded debt acquisition
costs.

<PAGE>

                      ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT  (CONTINUED)

ISLE-BLACK  HAWK  SECURED  CREDIT  FACILITY
On November 16, 2001 Isle-Black Hawk entered into a $90.0 million secured credit
facility  (the "Secured Credit Facility"), that is non-recourse debt to the Isle
of  Capri,  primarily for the purpose of funding the redemption of the 13% First
Mortgage  Notes.  The  Secured  Credit  Facility  provides  for  a $10.0 million
revolving  credit  facility,  a  $40.0  million  Tranche A term loan maturing on
November  16,  2005 and a $40.0 million Tranche B term loan maturing on November
16,  2006.

Isle-Black  Hawk  is  required  to make quarterly principal payments on the term
loan portions of the Secured Credit Facility that commenced in March 2002.  Such
payments  on  the Tranche A term loan initially will be $2.0 million per quarter
with  scheduled  increases to $2.5 million per quarter commencing March 2003 and
to $3.0 million per quarter commencing March 2005.  Such payments on the Tranche
B term loan initially will be $0.1 million per quarter with a scheduled increase
to  $9.6  million  per  quarter  commencing  March  2006.

At  Isle-Black  Hawk's  option,  the revolving credit facility and the Tranche A
term loan may bear interest at  (1) the higher of 0.05% in excess of the federal
funds effective rate or the rate that the bank group announces from time to time
as  its  prime  lending  rate plus an applicable margin of up to 2.50%, or (2) a
rate  tied  to  a  LIBOR  rate  plus  an  applicable margin of up to 3.50%.   At
Isle-Black  Hawk's option, the Tranche B term loan may bear interest at  (1) the
higher  of  0.05% in excess of the federal funds effective rate or the rate that
the  bank  group  announces  from time to time as its prime lending rate plus an
applicable  margin  of  up  to 3.00%, or (2) a rate tied to a LIBOR rate plus an
applicable  margin  of  up  to  4.00%.

The Secured Credit Facility provides for certain covenants, including those of a
financial  nature.  Isle-Black Hawk was in compliance with these covenants as of
April  28,  2002.  The  Secured  Credit  Facility  is  secured  by  liens on the
Isle-Black  Hawk's  assets.

The weighted average effective interest rate of total debt outstanding under the
Secured  Credit  Facility  at  April  28,  2002  was  6.82%.

<PAGE>

                           ISLE OF CAPRI CASINOS, INC.
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT  (CONTINUED)

INTEREST  RATE  SWAPS

The  Company  entered  into  three  interest  rate swap agreements in the fourth
quarter  of  fiscal  2001  and four interest rate swap agreements in fiscal 2002
that  effectively  convert  portions  of  the  floating  rate  term  loans  to a
fixed-rate, thus reducing the impact of interest-rate changes on future interest
expense.  The  notional  value  of the swaps, which were designated as cash flow
hedges,  was  $240.0  million or 73.2% of the Isle of Capri's variable rate term
loans  as  of  April  28,  2002.  The  interest rate swaps terminate as follows:
$50.0 million in fiscal 2003, $150.0 million in fiscal 2004 and $40.0 million in
fiscal  2005.

For the fiscal year ended April 28, 2002, other comprehensive loss included $4.1
million  for  changes  in the fair value of derivative instruments for cash flow
hedges.  The  fair  value  of  the  estimated  interest differential between the
applicable future variable rates and the interest rate swap contracts, expressed
in present value terms totals $6.4 million, of which $1.2 million is recorded in
other  accrued current liabilities and $5.2 million is recorded in other accrued
long-term liabilities in the accompanying consolidated balance sheets. There was
no  effect  on  income  related  to  hedge  ineffectiveness.

At  April  28,  2002,  the  Company  does not expect to reclassify any net gains
(losses)  on  derivative instruments from accumulated other comprehensive income
to  earnings  during  the  next  twelve  months  due  to the payment of variable
interest associated with the floating rate debt.

VARIABLE  RATE  TIF  BONDS
As part of the City of Bettendorf Development Agreement dated June 17, 1997, the
City  issued $9.5 million in tax incremental financing bonds ("TIF Bonds"), $7.5
million  of  which was used by Isle-Bettendorf to construct an overpass, parking
garage,  related  site  improvements  and  pay  for disruption damages caused by
construction  of  the  overpass.  To enable financing of the City's obligations,
Isle-Bettendorf  will  pay  incremental property taxes on the developed property
assessed  at  a  valuation  of  not  less than $32.0 million until the TIF Bonds
mature.  Additionally,  the  TIF  Bonds will also be repaid from the incremental
taxes on the developed property within the defined "TIF District" which includes
Isle-Bettendorf and over 100 other tax paying entities. As the TIF District will
repay the TIF Bonds, Isle-Bettendorf may not be required to fully repay the $7.5
million.  In  the  event  that  the  taxes  generated  by  the project and other
qualifying  developments in the redevelopment district do not fund the repayment
of  the  total TIF Bonds prior to their scheduled maturity, Isle-Bettendorf will
pay  the  City  $0.25  per  person  for  each person entering the boat until the
remaining  balance  has  been  repaid.

<PAGE>

                              ISLE OF CAPRI CASINOS, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  LONG-TERM  DEBT  (CONTINUED)

OTHER
The  Isle  of  Capri  has  $264.0  million in bank lines of credit including the
Senior Secured Credit Facility and the Secured Credit Facility.  As of April 28,
2002,  Isle  of Capri had $75.0 million outstanding under these lines of credit.

The  Isle-Black  Hawk obtained a letter of credit, as a requirement to guarantee
the  City of Black Hawk ("the City of Black Hawk") improvements according to the
subdivision  improvement  agreement  with  the City of Black Hawk. The letter of
credit,  totaling  $0.4  million and insured by $0.2 million of restricted cash,
could  be  drawn  upon  by  the  City  of  Black  Hawk  for repair on the public
improvements  during  the  one-year  warranty period. During the warranty period
that  ended  in  February  2002,  the  City  of  Black  Hawk did not draw on the
Isle-Black  Hawk  for  repairs  and the restricted cash was released in February
2002.

At  April 28, 2002, the Isle of Capri was in compliance with all debt covenants.

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

<TABLE>
<CAPTION>



<S>                  <C>
       FISCAL YEAR ENDING
      -------------------
(In thousands)

2003. . . . . . . .  $ 14,176
2004. . . . . . . .    15,714
2005. . . . . . . .    15,911
2006. . . . . . . .    22,927
2007. . . . . . . .    32,611
Thereafter. . . . .   907,960
                   ----------
                   $1,009,299
                   ==========

</TABLE>

<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  COMMITMENTS

The  Company  leases  approximately  16.25  acres  of  land in Calcasieu Parish,
Louisiana for use in connection with the Isle-Lake Charles.  The initial term of
this  lease expires in March 2005 and we have the option to renew it for sixteen
additional  terms of five years each.  Rent under the Isle-Lake Charles lease is
currently  $1.5  million  per  year  and  is  subject  to increases based on the
Consumer  Price  Index.

The  Company  has an agreement with the Biloxi Port Commission that provides the
Company  with  certain docking rights. This agreement expires in July 2004, with
seven  renewal  options  of  five  years each. Annual rentals are the greater of
$500,000  or  1%  of  gross  gaming revenue, as defined. Annual rent during each
renewal  term  is adjusted for increases in the Consumer Price Index, limited to
6%  for  each  renewal  period.

In  addition, the Company leases certain land, buildings, and other improvements
from  the  City of Biloxi under a lease and concession agreement. This agreement
expires  in  July  2004,  with options to renew for six additional terms of five
years each. Annual rent is $530,000 plus 3% of gross gaming revenue, as defined,
in excess of $25.0 million. Annual rent during each renewal term is adjusted for
increases  in  the  Consumer Price Index, limited to 6% for each renewal period.

In  April  1994,  the  Company entered an Addendum to the lease with the City of
Biloxi,  which  requires  the  Company  to  pay  4% of gross non-gaming revenues
received as defined, net of sales tax, comps and discounts. Additional rent will
be  due  to  the  City  of  Biloxi for the amount of any increase from and after
January  1,  2016  in  the rent due to the State Institutions of Higher Learning
under  a  lease  between the City of Biloxi and the State Institutions of Higher
Learning  (the  "IHL  Lease")  and for any increases in certain tidelands leases
between  the  City  of  Biloxi  and  the  State  of  Mississippi.

In  April  1994,  in  connection  with  the construction of a hotel, the Company
entered  a  lease  for additional land. The Company first acquired the leasehold
interest  of Sea Harvest, Inc., the original lessee, for consideration of $8,000
per  month  for  a  period of ten years. The Company's lease is with the City of
Biloxi,  Mississippi, for an initial term of 25 years, with options to renew for
six  additional  terms  of  10  years  each  and  a  final  option period with a
termination date commensurate with the termination date of the IHL Lease, but in
no  event  later than December 31, 2085. Annual rent (which includes payments to
be  made  pursuant to the purchase of a related leasehold interest) is $444,400,
plus  4%  of  gross  non-gaming revenue, as defined. The annual rent is adjusted
after  each  five-year  period  based  on increases in the Consumer Price Index,
limited to a 10% increase in any five-year period. The annual rent will increase
10  years  after the commencement of payments pursuant to a termination of lease
and  settlement agreement, to an amount equal to the sum of annual rent as if it
had  been $500,000 annually plus adjustments thereto based on the Consumer Price
Index.

The  Company  leases  approximately  1,000  acres  of  land  in  Coahoma County,
Mississippi  and  utilizes  approximately  50  acres  in  connection  with  the
operations  of  the  Isle-Lula.  Unless  terminated by the Company at an earlier
date,  the  lease  expires  in 2033.  Rent under the lease is currently 5.5 % of
gross  gaming  revenue  as  established by the Mississippi Gaming Commission, as
well  as  $3,333  per  month  for  the  Rhythm  &  Blues  hotel.

Through  numerous lease agreements, the Company leases approximately 64 acres of
land  in Natchez, Mississippi, which is used in connection with the operation of
the  Isle-Natchez.  Unless  terminated  by  the  Company at an earlier date, the
lease  expiration  dates  vary from 2002-2037.  Rents under the leases currently
total  approximately  $60,000  per month.  The Company also leases approximately
7.5  acres  of  land,  which  is  utilized  for  parking  at  the  facility.

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  COMMITMENTS  (CONTINUED)

In  March  1999,  the  Company  entered  into a lease for land in Tunica County,
Mississippi  for use in connection with the Isle-Tunica.  The initial lease term
is  five  years with the option to renew the lease for seven additional terms of
five  years.  Base  rent  for  each lease year equals the greater of 2% of gross
gaming  revenue  or  $800,000.  Once  gross gaming revenue exceeds $40.0 million
during  any lease year, the base rent in the following months of such year shall
be  increased by an amount equal to 2% of such excess.  The landlord is entitled
to  receive  additional  rent  based on excess available cash, as defined in the
lease.

The Company entered into a lease agreement with the City of Boonville ("the City
of  Boonville"). Under the terms of agreement, the Company leases the site for a
period  of 99 years. The Company was required to pay $1.7 million to the City of
Boonville  as  lump sum rent payment during construction of the casino. There is
no  rent  due  after  casino  opening  date.

During  the  one  year  period  after the casino opening date, after the City of
Boonville  has received $0.8 million in admission fees. The Company will receive
a  dollar  for dollar rebate, up to $0.2 million, of the lump sum rent for every
additional  dollar which the City of Boonville receives from the admission fees.
As  of  April  28,  2002,  the  City  of  Boonville has received $1.0 million in
admission  fees.

Under terms of the agreement, the Company is required to make quarterly payments
of  3.5%  of gross revenues to a construction escrow account. The maximum amount
required  to  be  paid into the account is $1.0 million. Within two years of the
casino  opening  date,  the  Company  is required to commence construction of an
amphitheater  or  a  community  project,  funded  by  the escrow account. If the
Company does not commence construction, the amount in the escrow account reverts
to  the  City  of  Boonville.  As  of  April 28, 2002, the Company had paid $0.7
million  into  the  escrow  account.

The Company leases approximately 28 acres from the Kansas City Port Authority in
connection with the operation of the Isle-Kansas City.  The term of the lease is
5  years  and  we have the option to renew the lease for 8 additional terms of 5
years each.  Rent under the lease is currently $3.0 million per year, subject to
the  higher of $3.0 million (minimum rent) per year, or 3.25% of gross revenues,
less  complimentaries.

The  Company  leases  riverfront  land from the City of Marquette, Iowa, under a
lease  agreement.  This  agreement  expires  in  December  2019.  Annual rent is
$180,000  payable  in equal monthly installments due on the first of each month.
In  addition  to the base rent, the Company must also pay the following amounts:
(1)  $0.50  per  customer  per day due the 15th day following each month and (2)
2.5%  of net gambling receipts, as defined, from $20.0 million to $40.0 million,
plus  5%  of  net  gambling  receipts,  as  defined, from $40.0 million to $60.0
million,  plus  7%  of  net  gambling  receipts,  as defined, in excess of $60.0
million,  due  annually.

In  February  1995,  in  conjunction  with  its  planned  Cripple Creek Colorado
development,  the  Company  entered  into a land lease. The lease has an initial
term  of  25 years, with options to renew for seven additional terms of 10 years
each.  The  base  rent is $250,000 per year increased by $10,000 each year until
the  annual rent is $300,000. After seven years, and every two years thereafter,
the  annual  rent  is  adjusted  based on increases in the Consumer Price Index,
limited  to  a  4%  increase  in  any  two-year  period.

<PAGE>

                             ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  COMMITMENTS  (CONTINUED)

Future  minimum payments under capital leases and noncancelable operating leases
with  initial  terms of one year or more consisted of the following at April 28,
2002:

<TABLE>
<CAPTION>




                                                  CAPITAL      OPERATING
                                                  LEASES         LEASES
                                              ---------------  ----------
                                                      (In thousands)
<S>                                           <C>              <C>
2003 . . . . . . . . . . . . . . . . . . . .  $          403   $   13,799
2004 . . . . . . . . . . . . . . . . . . . .             384       11,287
2005 . . . . . . . . . . . . . . . . . . . .             332       10,857
2006 . . . . . . . . . . . . . . . . . . . .             318       10,409
2007 . . . . . . . . . . . . . . . . . . . .             327        9,240
Thereafter . . . . . . . . . . . . . . . . .           4,593      505,555
                                              ---------------  ----------
Total minimum lease payments . . . . . . . .  $        6,357   $  561,147
                                                               ==========
Amounts representing interest. . . . . . . .          (3,748)
                                              ---------------
Present value of net minimum lease payments.  $        2,609
                                              ===============

</TABLE>

All  future  operating  minimum  lease  payments  include  long-term  land lease
payments  which have various renewal options varying between 5 to 10 years.  The
Company  expects  that  the  Company's properties will continue in operation and
these  leases  will  be  renewed  for the next 80 to 90 years.  Rent expense for
operating  leases  was approximately $39.8 million in fiscal 2002, $36.6 million
in fiscal 2001 and $19.6 million in fiscal 2000. Such amounts include contingent
rentals  of  $12.1  million in fiscal 2002, $8.5 million in fiscal 2001 and $3.0
million  in  fiscal  2000.

<PAGE>

                            ISLE OF CAPRI CASINOS, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  RELATED  PARTY  TRANSACTIONS

The  Company  leases approximately eight acres of land on a month-to-month basis
from  an entity owned by members of Bernard Goldstein's family, including Robert
S.  Goldstein  and Jeffrey D. Goldstein, which is used for parking and warehouse
space  by  the  Isle-Bettendorf.  The  initial term of the lease expires 60 days
after  written  notice  is  given  to  either  party and rent under the lease is
currently  $23,360  per  month.

The  Company  reimburses Alter Trading Corporation, a company owned by Robert S.
Goldstein,  Jeffrey  D. Goldstein and other members of the Goldstein family, for
annual  lease  payments of approximately $99,000 with respect to property leased
by  Alter  Trading Corporation.  The land was leased at the Company's request in
order  to  secure  a  site  for  possible  casino  operations.

<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  COMMON  STOCK

EARNINGS  (LOSS)  PER  SHARE  OF  COMMON  STOCK
The  following  table  sets  forth the computation of basic and diluted earnings
(loss)  per  share:

<TABLE>
<CAPTION>





                                                                              FISCAL YEAR ENDED
                                                                             -------------------
                                                                      APRIL 28,       APRIL 29,    APRIL 30,
                                                                        2002             2001        2000
                                                                 -------------------  ----------  -----------
                                                                     (In thousands, except per share data)
<S>                                                              <C>                  <C>         <C>
Numerator:
     Income before extraordinary loss . . . . . . . . . . . . .  $            4,314   $   25,144  $   32,055
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .              (4,349)           -        (984)
                                                                 -------------------  ----------  -----------
     Net income (loss). . . . . . . . . . . . . . . . . . . . .                 (35)      25,144      31,071
     Numerator for basic earnings (loss) per share - income
          (loss) available to common stockholders . . . . . . .                 (35)      25,144      31,071
     Effect of diluted securities.. . . . . . . . . . . . . . .                   -            -           -
                                                                 -------------------  ----------  -----------
     Numerator for diluted earnings (loss) per share-
          income (loss) available to common stockholders after
               assumed conversions. . . . . . . . . . . . . . .  $              (35)  $   25,144  $   31,071
                                                                 ===================  ==========  ===========

Denominator:
     Denominator for basic earnings (loss) per share -
          weighted - average shares . . . . . . . . . . . . . .              28,162       29,894      26,327
     Effect of dilutive securities
          Employee stock options,  warrants
             and nonvested restricted stock . . . . . . . . . .               1,603        1,619       1,598
                                                                 -------------------  ----------  -----------
     Dilutive potential common shares.. . . . . . . . . . . . .               1,603        1,619       1,598
                                                                 -------------------  ----------  -----------
     Denominator for diluted earnings (loss) per share -
          adjusted weighted - average shares and
               assumed conversions. . . . . . . . . . . . . . .              29,765       31,513      27,925
                                                                 ===================  ==========  ===========

     BASIC EARNINGS (LOSS) PER SHARE
     Income before extraordinary loss.. . . . . . . . . . . . .  $             0.15   $     0.84  $     1.22
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .               (0.15)           -       (0.04)
                                                                 -------------------  ----------  -----------
     Net income.. . . . . . . . . . . . . . . . . . . . . . . .  $                -   $     0.84  $     1.18
                                                                 ===================  ==========  ===========

     DILUTED EARNINGS (LOSS) PER SHARE
     Income before extraordinary loss.. . . . . . . . . . . . .  $             0.15   $     0.80  $     1.15
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .               (0.15)           -       (0.04)
                                                                 -------------------  ----------  -----------
     Net income.. . . . . . . . . . . . . . . . . . . . . . . .  $                -   $     0.80  $     1.11
                                                                 ===================  ==========  ===========

</TABLE>

<PAGE>

                        ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  COMMON  STOCK  (CONTINUED)

STOCK-BASED  COMPENSATION  -  STOCK  OPTION  PLANS
Under  the  Company's  1992,  1993  and  2000  Stock Option Plans, as amended, a
maximum  of  1,058,750,  4,650,000  and  2,542,566 options, respectively, may be
granted to directors, officers and employees. The plans provide for the issuance
of incentive stock options and nonqualified options which have a maximum term of
10 years and are, generally, exercisable in yearly installments ranging from 20%
to  25%,  commencing  one  year  after  the  date  of  grant.

Stock  options  outstanding  are  as  follows:

<TABLE>
<CAPTION>




                                                          WEIGHTED               WEIGHTED               WEIGHTED
                                                          AVERAGE                 AVERAGE                AVERAGE
                                               2002      EXERCISE      2001      EXERCISE      2000     EXERCISE
                                             OPTIONS      PRICE       OPTIONS      PRICE      OPTIONS     PRICE
                                          ------------  ---------  -----------  ---------  ----------   ----------
<S>                                        <C>           <C>        <C>          <C>        <C>         <C>
Outstanding options at beginning of
     fiscal year. . . . . . . . . . . . .    4,166,184   $    6.72   3,920,498   $    5.29  3,959,487   $    4.48
Options granted . . . . . . . . . . . . .    1,345,384        7.15     611,250       15.47    518,200       10.25
Options exercised.. . . . . . . . . . . .   (1,202,357)       5.05    (246,374)       4.65   (380,989)       4.11
Options canceled. . . . . . . . . . . . .     (364,360)       7.34    (119,190)       8.87   (176,200)       4.49
                                           ------------             -----------             ----------
Outstanding options at end of fiscal year    3,944,851   $    7.32   4,166,184   $    6.72  3,920,498   $    5.29
                                           ============             ===========             ==========
Weighted average fair value of
     options granted. . . . . . . . . . .  $      4.21              $   11.62               $     6.78

</TABLE>

The  following  table  summarizes information about stock options outstanding at
April  28,  2002:

<TABLE>
<CAPTION>





                                                      OPTIONS OUTSTANDING        OPTIONS EXERCISABLE
                                       -----------------------------------  ----------------------------
                                        WEIGHTED AVERAGE    WEIGHTED                        WEIGHTED
   RANGES OF            NUMBER              REMAINING       AVERAGE            NUMBER        AVERAGE
EXERCISE PRICES       OUTSTANDING       CONTRACTUAL LIFE    EXERCISE PRICE  EXERCISABLE   EXERCISE PRICE
----------------  -------------------  -------------------  --------------  ------------  --------------
<S>               <C>                  <C>                  <C>             <C>           <C>             <C>
$   0.89 - $5.70            1,443,442   $   5.85    years      $       3.25    1,023,864        $ 3.27
    5.88 - 11.25            1,804,025       8.33    years              7.43      349,221          8.85
  11.56 - 21.05               697,384       6.28    years             15.47      295,184         15.47
                  -------------------                                        ------------
$ 0.89 - $21.05             3,944,851   $   7.06    years      $       7.32    1,668,269        $ 6.60
                  ===================                                        ============

</TABLE>

<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  COMMON  STOCK  (CONTINUED)

Pro forma information regarding net income and earnings per share is required by
Statement  of Financial Accounting Standard No. 123, "Accounting for Stock-based
Compensation"  ("SFAS  123").  Had  compensation  costs  for the Company's three
stock  option  plans  been determined based on the fair value at the grant dates
for awards in fiscal years 2002, 2001 and 2000 consistent with the provisions of
SFAS  123,  the  Company's  net  earnings and earnings per share would have been
reduced  to  the  pro  forma  amounts  disclosed  below:

<TABLE>
<CAPTION>




                                                                     FISCAL YEAR ENDED
                                               APRIL 28, 2002              APRIL 29, 2001   APRIL 30, 2000
                                   --------------------------------------  ---------------  ---------------
                                                         (In thousands, except per share data)
<S>                                <C>                                     <C>              <C>
NET INCOME (LOSS)
  As reported . . . . . . . . . .                               ($35)  $        25,144  $        31,071
  Pro forma.. . . . . . . . . . .                            ($3,405)  $        23,641  $        29,055

EARNINGS (LOSS) PER COMMON SHARE
Basic
  As reported . . . . . . . . . .  $                               -   $          0.84  $          1.18
  Pro forma . . . . . . . . . . .                             ($0.12)  $          0.79  $          1.10

Diluted
  As reported . . . . . . . . . .  $                               -   $          0.80  $          1.11
  Pro forma . . . . . . . . . . .                             ($0.11)  $          0.75  $          1.04

</TABLE>

The  fair value of each option grant is estimated on the date of grant using the
Black-Scholes  option-pricing  model  with  the  following  assumptions:

<TABLE>
<CAPTION>



<C>   <S>           <C>            <C>             <C>       <C>
                      RISK-FREE. .  ORIGINAL       EXPECTED  EXPECTED
      FISCAL YEAR.  INTEREST RATE  EXPECTED LIFE   VOLALITY  DIVIDENDS
      ------------  -------------  --------------  --------  ---------

         2002           4.49%         5 years       70.0%        None
         2001           5.06%         5 years       70.0%        None
         2000           5.80%         5 years       70.0%        None

</TABLE>


The  pro forma effect on net income (loss) for fiscal 2002, 2001 and 2000 is not
representative of the pro forma effect on net income for future years because it
does not take into account pro forma compensation expense related to grants made
prior  to  fiscal 1996 or the potential for issuance of additional stock options
in  future  years.

<PAGE>

                            ISLE OF CAPRI CASINOS, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  COMMON  STOCK  (CONTINUED)

STOCK-BASED  COMPENSATION  -  DEFERRED  BONUS  PLAN

In the fiscal 2001, the Company's stockholders approved the Deferred Bonus Plan.
The  Plan  provides for the issuance of nonvested stock to eligible officers and
employees  who agree to receive a deferred bonus in the form of nonvested stock.
The  vesting of the stock is dependent upon continued service to the Company for
a  period  of  five  years.  At  April  28,  2002, the nonvested stock issued in
connection  with  the  Plan  totaled 355,898 shares, of which 40,277 shares were
issued  during  fiscal year ended April 28, 2002, at $8.92, the weighted-average
fair value of the nonvested stock at the grant date.  For the fiscal year ended
April  28, 2002, the Company recorded an unearned compensation contra account in
consolidated stockholders' equity equal to the fair value of the nonvested award
and  recorded compensation expense for the portion of unearned compensation that
had  been  earned  through  April  28,  2002.  Compensation  expense  related to
stock-based  compensation  totaled  $376,000  in fiscal 2002, $900,000 in fiscal
2001,  and  $0  in  fiscal  2000.

STOCK  REPURCHASE
In  November  2000, the Company's Board of Directors approved a stock repurchase
program  allowing  for the purchase of up to 1.5 million shares of the Company's
outstanding  common  stock.  In January 2001, the Board of Directors approved an
additional  1.5  million  shares under the stock repurchase program.  In October
2001,  the  Board of Directors resolved that the Company buy up to $25.0 million
of  stock  in the Corporation even if the total number of shares to be purchased
exceeds  the 3.0 million shares previously authorized by the board.  As of April
28,  2002, a total of 3.0 million shares of common stock had been repurchased at
a  total  cost  of  $24.7  million.

STOCKHOLDER  RIGHTS  PLAN
In  February  1997,  the Company adopted a Stockholder Rights Plan.  The Plan is
designed  to preserve the long-term value of the shareholders' investment in the
Company.  Under  the  Plan,  each shareholder will receive a distribution of one
Right for each share of the Company's outstanding common stock.  The Rights were
distributed to shareholders of record on March 3, 1997 and will expire ten years
thereafter.  Each  right  entitles  the  holder  to  purchase one one-thousandth
(1/1,000)  of  a  share  of  a new series of participating preferred stock at an
initial  exercise  price of $12.50.  Initially the rights are represented by the
Company's  common stock certificates and are not exercisable.  The rights become
exercisable shortly after a person or group acquires beneficial ownership of 15%
or  more of the Company or publicly announces its intention to commence a tender
or  exchange  offer  that  would  result  in the 15% beneficial ownership level.
Under certain circumstances involving a buyer's acquisition of a 15% position in
the  Company,  all  Rights holders except the buyer will be entitled to purchase
common  stock at half price.  If the Company is acquired through a merger, after
such  an  acquisition,  all  Rights holders except the buyer will be entitled to
purchase stock in the buyer at half price.  The Company may redeem the Rights at
one  cent  each  at any time before a buyer acquires 15% of the Company's stock.

<PAGE>

                      ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12.  EMPLOYEE  BENEFIT  PLANS

401(K)  PLAN
The  Company  has a 401(k) plan covering substantially all of its employees. The
Company's contribution expense related to the 401(k) plan was approximately $2.0
million  in  fiscal 2002, $1.8 million in fiscal 2001 and $0.9 million in fiscal
2000.  The  Company's  contribution  is  based  on  a  percentage  of  employee
contributions  and  may  include an additional discretionary amount.  The 401(k)
plan  allows  employees  to  invest no more than 5% of their contribution in the
Company's  common  stock.

INSURANCE  PLAN
The  Company  has a qualified employee insurance plan covering all employees who
work  an  average  of  32  hours or more per week on a regular basis.  The plan,
which  is  self-funded  by  the  Company  with respect to claims below a certain
maximum  amount,  requires  contributions  from  eligible  employees  and  their
dependents.  The  Company's  contribution expense for the plan was approximately
$40.3  million in fiscal 2002, $28.8 million in fiscal 2001 and $14.5 million in
fiscal  2000.

13.  BUSINESS  INTERRUPTION  INSURANCE  RECOVERIES

During  the  fiscal  year  ended April 28, 2002, the Isle of Capri recorded $4.2
million in business interruption insurance proceeds.  These amounts are recorded
in  the  accompanying  consolidated  statements  of  operations in the line item
"Marketing  and  Administrative  Operating  Expenses."  All  of  the  business
interruption  insurance proceeds relate to the flooding of the Mississippi River
that  closed  the Isle-Marquette from April 18, 2001 through May 2, 2001 and the
Rhythm  City-Davenport  from  April  18,  2001  through  May  20,  2001.

14.  ACCRUED  LITIGATION  SETTLEMENT

During  the  fiscal  year  ended  April  28, 2002, Isle of Capri recorded a $2.6
million  charge for an accrued litigation settlement, net of insurance proceeds,
related  to  the  Isle-Lake  Charles.

<PAGE>

                            ISLE OF CAPRI CASINOS, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15.  VALUATION  CHARGE

During  the  fourth quarter of fiscal 2002, under provision of SFAS No. 121, the
Company  determined  that  it would not be able to recover the net book value of
the  Isle-Tunica  or  the  Lady  Luck-Las Vegas based on current real estate and
market  conditions  in  Tunica,  Mississippi  and  recent offers to purchase the
properties.  As  such,  the Company recorded in the line item "Valuation Charge"
in  the  accompanying  consolidated  statements  of  operations  an  impairment
write-down  of  $59.2  million,  representing  the  difference  between  the
Isle-Tunica's  and the Lady Luck-Las Vegas' net book values of $80.7 million and
their  estimated  fair  values  less  estimated costs to sell.  Fair values were
based  on  the  most  recent  offer to purchase the assets.  In addition, as the
Company has committed to a disposal plan in the fourth quarter of 2002 and begun
aggressively seeking a buyer of the Isle-Tunica and the Lady Luck-Las Vegas, the
Company  reclassified  the  net book value of these properties to "Property held
for  sale" in the accompanying consolidated balance sheets as of April 28, 2002.

In addition, the Company recorded a valuation allowance totaling $2.2 million in
fiscal  2002 and $1.0 million in fiscal 2001 to reflect the write-down of marine
assets  held  for  sale.

16.  PREOPENING  EXPENSES

Preopening  expenses  of  $3.9  million, $0.2 million and $3.4 million represent
salaries,  benefits,  training, marketing and other costs incurred in connection
with  the  opening of the Isle-Boonville on December 6, 2001, the Isle-Boonville
on  December  6,  2001  and  the  Isle-Tunica  on  July  26, 1999, respectively.

17.  OTHER  CHARGES

During  fiscal  2001, other charges of $8.2 million included a $3.0 million loss
due  to the write-off of abandoned expansion projects assets at the Isle-Biloxi,
a  $2.9  million loss due to the termination of the joint venture as a result of
Bankruptcy  Court  filings  by  Commodore  Holdings,  Ltd.,  the operator of the
Enchanted Capri and  owner of the remaining 50% interest in the joint venture, a
$1.4 million  buyout of  the Crowne Plaza license at the Isle-Biloxi, and a $0.9
million  loss  relating  to the write off of the theater production contracts at
the  Isle-Tunica.

<PAGE>

                      ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

18.  INCOME  TAXES

<TABLE>
<CAPTION>




                                  FISCAL YEAR ENDED
                                 -------------------
                          APRIL 28,       APRIL 29,    APRIL 30,
                            2002             2001        2000
                     -------------------  ----------  -----------
<S>                  <C>                  <C>         <C>
                                       (In thousands)
Current:
Federal . . . . . .  $          (13,176)  $   10,430  $    6,891
State . . . . . . .               1,966          506         538
                     -------------------  ----------  -----------
                                (11,210)      10,936       7,429
Deferred:
Federal . . . . . .              12,307        8,705      15,928
State . . . . . . .                 (16)         863       1,482
                     -------------------  ----------  -----------
                                 12,291        9,568      17,410
                     -------------------  ----------  -----------
                                  1,081       20,504      24,839
Extraordinary loss.              (2,672)           -        (634)
                     -------------------  ----------  -----------
                     $            3,753   $   20,504  $   25,473
                     ===================  ==========  ===========

</TABLE>

Income  tax  provision  (benefit)  consists  of  the  following:

A  reconciliation  of  income tax provision (benefit) to the statutory corporate
federal  tax  rate  of  35%  is  as  follows:

<TABLE>
<CAPTION>




                                              FISCAL YEAR ENDED
                                              -------------------
                                        APRIL 28,        APRIL 29,   APRIL 30,
                                          2002             2001         2000
                                   -------------------  -----------  ----------
<S>                                <C>                  <C>          <C>
                                                    (In thousands)
Statutory tax provision (benefit)  $              364   $   16,033   $   19,569
Effects of :
State taxes . . . . . . . . . . .               1,267          890        2,021
Goodwill. . . . . . . . . . . . .                   -        3,355        1,556
Fines and penalties.. . . . . . .                 439          120          307
Employment tax credits. . . . . .              (1,164)        (148)         201
Other . . . . . . . . . . . . . .                 175          254        1,185
                                   -------------------  -----------  ----------
                                   $            1,081   $   20,504   $   24,839
                                   ===================  ===========  ==========

</TABLE>

<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

18.  INCOME  TAXES  (CONTINUED)

Significant  components of the Company's net deferred income tax liabilities are
as  follows:

<TABLE>
<CAPTION>




                                                 FISCAL YEAR ENDED
                                                -------------------
                                                  APRIL 28,        APRIL 29,
                                                    2002             2001
                                             -------------------  -----------
<S>                                          <C>                  <C>
                                                       (In thousands)
Deferred tax liabilities:
Property and equipment. . . . . . . . . . .  $           89,682   $   64,750
Other . . . . . . . . . . . . . . . . . . .              (6,647)       2,427
                                             -------------------  -----------
Total deferred tax liabilities. . . . . . .              83,035       67,177
Deferred tax assets:
Dividends . . . . . . . . . . . . . . . . .                 258          258
Write-down of assets held for sale. . . . .              40,838       21,202
Hedging transactions. . . . . . . . . . . .               2,364            -
Accrued expenses. . . . . . . . . . . . . .              12,771        5,233
Charitable contribution carryover . . . . .                 116          366
Alternative minimum tax credit. . . . . . .               3,787        2,483
Employment tax credits. . . . . . . . . . .               1,163          513
Net operating losses. . . . . . . . . . . .              30,463       34,305
Other.. . . . . . . . . . . . . . . . . . .               4,907        6,564
                                             -------------------  -----------
Total deferred tax assets . . . . . . . . .              96,667       70,924
Valuation allowance on deferred tax assets.                   -       (4,773)
                                             -------------------  -----------
Net deferred tax assets . . . . . . . . . .              96,667       66,151
                                             -------------------  -----------
Net deferred tax (asset)/ liability . . . .  $          (13,632)  $    1,026
                                             ===================  ===========

</TABLE>

At  April  28,  2002,  the valuation allowance on the deferred tax assets was no
longer  required.  Goodwill  related  to  the  Isle-Lake Charles acquisition was
reduced  to  reflect  the  elimination  of  the  valuation  allowance.

At  April  28, 2002, the Company had alternative minimum tax credits that can be
carried  forward  indefinitely  to  reduce  future  regular  tax  liabilities.
Additionally,  as  of April 28, 2002, the Company had federal net operating loss
carryforwards  of  $87.0  million for income tax purposes, with expiration dates
from 2008 to 2019.  The net operating losses are subject to limitation under the
income  tax  regulations,  which  may  limit  the  amount  ultimately  utilized.

The  Internal  Revenue Service ("IRS") has completed examinations of our federal
consolidated  income  tax  returns for fiscal years ending April 1994-April 1997
and  currently is examining the returns for fiscal years ending April 1998-April
2000.  The  IRS has proposed adjustments in connection with the examinations for
the  April  1994-April 1998 returns but a final determination has not been made.
We  believe  that  the  Company's  positions  comply with applicable tax law and
intend  to  defend the Company's positions vigorously.  The ultimate disposition
of  these  matters  could require the Company to make additional payments to the
IRS.  Nonetheless,  we  believe that the Company has adequately provided for any
foreseeable payments related to these matters and consequently do not anticipate
any  material  earnings  impact  from  the ultimate resolution of these matters.

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19.  EXTRAORDINARY  LOSS

The  Company  incurred  pre-tax  extraordinary  losses  totaling $7.0 million in
fiscal 2002 and $1.6 million in fiscal 2000.  For fiscal year 2002, these losses
related to the extinguishment of debt, in connection with the refinancing of the
Isle-Black  Hawk's  $75.0 million 13% First Mortgage Notes on December 18, 2001,
and  the refinancing of the Isle of Capri's Amended and Restated Credit Facility
on March 27, 2002.  These losses included early payment premiums, as well as the
write-off  of debt acquisition costs.  For fiscal 2000, this loss was associated
with  the  extinguishment of debt, primarily related to debt associated with the
acquisition of the Lady Luck on March 2, 2000.  This loss included the write-off
of debt acquisition costs.  The income tax benefit from the extraordinary losses
was  approximately  $2.7 million in fiscal 2002 and $0.6 million in fiscal 2000.

20.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

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

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

          Short-term  investments  - The carrying amounts approximate fair value
               because  of  the  short  maturity  of  these  instruments.

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

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

<PAGE>

                        ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

20.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)

The  estimated  carrying  amounts  and  fair  values  of the Company's financial
instruments  are  as  follows:



<TABLE>
<CAPTION>

                                                APRIL 28, 2002             APRIL 29, 2001
                                               ----------------            ---------------
                                          CARRYING                       CARRYING
                                           AMOUNT         FAIR VALUE      AMOUNT   FAIR VALUE
                                      ----------------  ---------------  --------  -----------
<S>                                   <C>               <C>              <C>       <C>
                                                            (IN THOUSANDS)
FINANCIAL ASSETS:
Cash and cash equivalents. . . . . .  $         76,597  $        76,597  $ 76,659  $    76,659
Restricted cash. . . . . . . . . . .             3,677            3,677     4,300        4,300

FINANCIAL LIABILITIES:
8.75% Senior subordinated notes. . .  $        390,000  $       401,700  $390,000  $   354,900
9.00% Senior subordinated notes. . .           200,000          206,000         -            -
First mortage notes, Isle-Black Hawk                 -                -    75,000       79,500
Senior secured credit facility . . .           325,000          326,625   554,250      554,250
Other long-term debt . . . . . . . .            94,299           94,299    19,871       19,871
</TABLE>

21.  CONTINGENCIES

One  of  our  subsidiaries  has  been  named, along with numerous manufacturers,
distributors  and  gaming  operators,  including  many  of the country's largest
gaming  operators,  in a consolidated class action lawsuit pending in Las Vegas,
Nevada.  These  gaming  industry  defendants  are  alleged  to have violated the
Racketeer  Influenced  and  Corrupt Organizations Act by engaging in a course of
fraudulent and misleading conduct intended to induce people to play their gaming
machines based upon a false belief concerning how those gaming machines actually
operate  and  the extent to which there is actually an opportunity to win on any
given  play.  The  suit  seeks  unspecified compensatory and punitive damages. A
motion  for certification of the class is currently pending before the court and
no  discovery  as  to the merits of the alleged claims has begun. The Company is
unable at this time to determine what effect, if any, the suit would have on our
financial  position  or  results  of  operations.  However,  the gaming industry
defendants  are  committed  to  defend  vigorously  all  claims  asserted in the
consolidated  action.

In  August  1997, a lawsuit was filed which seeks to nullify a contract to which
Louisiana  Riverboat  Gaming  Partnership is a party.  Pursuant to the contract,
Louisiana  Riverboat Gaming Partnership pays a fixed amount plus a percentage of
revenue  to  various  local governmental entities, including the City of Bossier
and  the  Bossier  Parish  School  Board,  in lieu of payment of a per-passenger
boarding  fee.  Summary  judgment  in  favor  of  Louisiana  Riverboat  Gaming
Partnership  was granted on June 4, 1998.  That judgment was not appealed and is
now  final.  On  June  11,  1998,  a  similar suit was filed and the lower court
rendered  judgment in our favor on September 16, 1999.  The case was reversed on
appeal  and  remanded  to  the  lower court for further proceedings; however, on
October  8,  2001,  the  trial  court dismissed the case again, this time on the
basis  that  the  plaintiffs  lack  standing.  The  plaintiffs  have amended the
petition  and continue to pursue this matter.  The Company intends to vigorously
defend  this suit.  In addition, a similar action was recently filed against the
City  of  Bossier City, challenging the validity of its contracts with Louisiana
Riverboat  Gaming  Partnership  and  other  casinos.  Exceptions have been filed
requiring  joinder  of  all  interested  parties,  including Louisiana Riverboat
Gaming  Partnership.  The  Company  believes the claims are without merit and to
continue to vigorously defend this suit along with the other interested parties.

<PAGE>

                       ISLE OF CAPRI CASINOS, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

21.  CONTINGENCIES  (CONTINUED)

Lady Luck and several joint venture partners are defendants in a lawsuit brought
by  the  country  of  Greece  and  its  Minister  of  Tourism  before  the Greek
Multi-Member  Court  of  First Instance.  The action alleges that the defendants
failed  to  make  specified  payments  in connection with the gaming license bid
process  for  Patras,  Greece.  The  payment the Company is alleged to have been
required  to  make  aggregates  approximately  $2.1  billion  drachma (which was
approximately  $5.6  million  as  of  April 28, 2002 based on published exchange
rates).  Although it is difficult to determine the damages being sought from the
lawsuit,  the  action may seek damages up to that aggregate amount plus interest
from  the date of the alleged breach.  The court granted summary judgment in our
favor  and  dismissed  the lawsuit, but the Ministry of Tourism has appealed the
matter  and  the appeal was heard in April 2002.  There has been no announcement
as to whether there has been a decision on the appeal.  Accordingly, the outcome
is  still  in  doubt  and cannot be predicted with any degree of certainty.  The
Company  believes  the  claims  against  us  to be without merit and the Company
intends  to  continue  vigorously  defending the claims asserted in this action.

The  Company  is engaged in various other litigation matters and has a number of
unresolved  claims. Although the ultimate liability of this litigation and these
claims  cannot  be determined at this time, we believe that they will not have a
material  adverse  effect  on  our consolidated financial position or results of
operations.

The  Company  is  subject  to  certain  federal,  state  and local environmental
protection,  health  and  safety  laws, regulations and ordinances that apply to
businesses  generally,  and is subject to cleanup requirements at certain of its
facilities  as  a  result  thereof.  The  Company  has  not  made,  and does not
anticipate  making,  material  expenditures  or incurring delays with respect to
environmental remediation or protection.  However, in part because the Company's
present  and  future  development  sites  have,  in  some  cases,  been  used as
manufacturing  facilities  or  other facilities that generate materials that are
required to be remediated under environmental laws and regulations, there can be
no  guarantee that additional pre-existing conditions will not be discovered and
that  the  Company  will  not  experience  material  liabilities  or  delays.

<PAGE>

                        ISLE OF CAPRI CASINOS, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION

Certain  of the Company's subsidiaries have fully and unconditionally guaranteed
the  payment of all obligations under the Company's $390.0 million 8.75 % Senior
Subordinated  Notes  due  2009,  $200.0 million 9% Senior Subordinated Notes due
2012  and  $500.0  million  Senior Secured Credit Facility.  The following table
presents  the  consolidating  condensed  financial  information of Isle of Capri
Casinos,  Inc.,  as  the  parent  company,  its  guarantor  subsidiaries and its
non-guarantor  subsidiaries  as  of April 28, 2002, April 29, 2001 and April 30,
2000.

   CONSOLIDATING CONDENSED GUARANTOR, NONGUARANTOR AND PARENT COMPANY FINANCIAL
                                   INFORMATION
 AS OF AND FOR THE YEARS ENDED APRIL 28, 2002, APRIL 29, 2001 AND APRIL 30, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>



                                                                                          (B)

                                                ISLE OF CAPRI            (A)          NON-WHOLLY
                                                CASINOS, INC.           WHOLLY          OWNED        CONSOLIDATING
                                                  GUARANTOR             OWNED            NON-             AND
                                                   (PARENT            GUARANTOR       GUARANTOR       ELIMINATING
                                                   OBLIGOR)          SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                            ----------------------  --------------  --------------  ---------------
                                                                       AS OF APRIL 28, 2002
<S>                                         <C>                     <C>             <C>             <C>
BALANCE SHEET
Current assets . . . . . . . . . . . . . .  $                7,475  $      113,900  $      14,999   $            -
Intercompany receivables . . . . . . . . .                 925,523          97,986        (12,183)      (1,011,326)
Investments in subsidiaries. . . . . . . .                 190,389         273,342            425         (463,100)
Property and equipment, net. . . . . . . .                   2,093         687,252        114,162                -
Other assets . . . . . . . . . . . . . . .                  22,630         341,439         35,217                -
                                            ----------------------  --------------  --------------  ---------------
Total assets.. . . . . . . . . . . . . . .  $            1,148,110  $    1,513,919  $     152,620   $   (1,474,426)
                                            ======================  ==============  ==============  ===============

Current liabilities. . . . . . . . . . . .  $               32,391  $       98,919  $      27,302   $           (2)
Intercompany payables. . . . . . . . . . .                  38,791         956,216         16,319       (1,011,326)
Long-term debt,
   less current maturities.. . . . . . . .                 912,500           8,731         73,892                -
Deferred income taxes. . . . . . . . . . .                       -               -              -                -
Other accrued liabilities. . . . . . . . .                   5,027           1,000         10,275                -
Minority interest. . . . . . . . . . . . .                       -               -              -           10,990
Stockholders' equity . . . . . . . . . . .                 159,401         449,053         24,832         (474,088)
                                            ----------------------  --------------  --------------  ---------------
Total liabilities and stockholders' equity  $            1,148,110  $    1,513,919  $     152,620   $   (1,474,426)
                                            ======================  ==============  ==============  ===============




                                            ISLE OF CAPRI
                                            CASINOS, INC.
                                             CONSOLIDATED
                                            --------------
                                         As of April 28, 2002
<S>                                         <C>
BALANCE SHEET
Current assets . . . . . . . . . . . . . .  $      136,374
Intercompany receivables . . . . . . . . .               -
Investments in subsidiaries. . . . . . . .           1,056
Property and equipment, net. . . . . . . .         803,507
Other assets . . . . . . . . . . . . . . .         399,286
                                            --------------
Total assets.. . . . . . . . . . . . . . .  $    1,340,223
                                            ==============

Current liabilities. . . . . . . . . . . .  $      158,610
Intercompany payables. . . . . . . . . . .               -
Long-term debt,
   less current maturities.. . . . . . . .         995,123
Deferred income taxes. . . . . . . . . . .               -
Other accrued liabilities. . . . . . . . .          16,302
Minority interest. . . . . . . . . . . . .          10,990
Stockholders' equity . . . . . . . . . . .         159,198
                                            --------------
Total liabilities and stockholders' equity  $    1,340,223
                                            ==============

</TABLE>

<PAGE>

ISLE OF CAPRI CASINOS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)


<TABLE>
<CAPTION>



                                                                                                              (B)

                                                          ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                          CASINOS, INC.                     WHOLLY          OWNED
                                                            GUARANTOR                       OWNED            NON-
                                                             (PARENT                      GUARANTOR       GUARANTOR
                                                             OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES
                                            ------------------------------------------  --------------  --------------
<S>                                         <C>                                         <C>             <C>
                                                              FOR THE FISCAL YEAR ENDED APRIL 28, 2002
STATEMENT OF OPERATIONS
Revenues:
Casino . . . . . . . . . . . . . . . . . .  $                                       -   $     946,689   $     110,278
Rooms, food, beverage and other. . . . . .                                        737         207,915          23,026
                                            ------------------------------------------  --------------  --------------
Gross revenues . . . . . . . . . . . . . .                                        737       1,154,604         133,304
Less promotional allowances. . . . . . . .                                          -         180,647          22,687
                                            ------------------------------------------  --------------  --------------
Net revenues . . . . . . . . . . . . . . .                                        737         973,957         110,617

Operating expenses:
Casino.. . . . . . . . . . . . . . . . . .                                          -         187,513          16,342
Gaming taxes . . . . . . . . . . . . . . .                                          -         205,358          21,709
Rooms, food, beverage and other. . . . . .                                     16,256         362,180          35,944
Accrued litigation settlement. . . . . . .                                          -           2,600               -
Valuation charge . . . . . . . . . . . . .                                          -          61,282              80
Management fee expense (revenue) . . . . .                                    (36,315)         31,556           4,759
Depreciation and amortization. . . . . . .                                        785          66,820           4,459
                                            ------------------------------------------  --------------  --------------
Total operating expenses . . . . . . . . .                                    (19,274)        917,309          83,293
                                            ------------------------------------------  --------------  --------------

Operating income.. . . . . . . . . . . . .                                     20,011          56,648          27,324
Dividend income. . . . . . . . . . . . . .                                     26,000               -               -
Gain on disposal of asset. . . . . . . . .                                        125               -               -
Interest expense . . . . . . . . . . . . .                                    (81,016)        (98,625)        (11,157)
Interest income. . . . . . . . . . . . . .                                     98,013           4,242             216
Minority interest. . . . . . . . . . . . .                                          -               -               -
Equity in income (loss) of
    unconsolidated joint venture.. . . . .                                    (46,376)         16,830             (30)
                                            ------------------------------------------  --------------  --------------

Income (loss) before income taxes and
    extraordinary loss . . . . . . . . . .                                     16,757         (20,905)         16,353
Income tax provision (benefit) . . . . . .                                     18,209         (14,456)              -
                                            ------------------------------------------  --------------  --------------
Income before extraordinary loss.. . . . .                                     (1,452)         (6,449)         16,353
Extraordinary loss on extinguishment of
    debt (net of income tax benefit)..                                          1,417          (1,908)         (6,769)
                                            ------------------------------------------  --------------  --------------
Net income (loss). . . . . . . . . . . . .  $                                     (35)  $      (8,357)  $       9,584
                                            ==========================================  ==============  ==============



                                             CONSOLIDATING
                                                  AND         ISLE OF CAPRI
                                              ELIMINATING     CASINOS, INC.
                                                ENTRIES       CONSOLIDATED
                                            ---------------  ---------------
<S>                                         <C>              <C>
                                       For the Fiscal Year Ended April 28, 2002
STATEMENT OF OPERATIONS
Revenues:
Casino . . . . . . . . . . . . . . . . . .  $            -   $    1,056,967
Rooms, food, beverage and other. . . . . .               -          231,678
                                            ---------------  ---------------
Gross revenues . . . . . . . . . . . . . .               -        1,288,645
Less promotional allowances. . . . . . . .               -          203,334
                                            ---------------  ---------------
Net revenues . . . . . . . . . . . . . . .               -        1,085,311

Operating expenses:
Casino.. . . . . . . . . . . . . . . . . .               -          203,855
Gaming taxes . . . . . . . . . . . . . . .               -          227,067
Rooms, food, beverage and other. . . . . .               -          414,380
Accrued litigation settlement. . . . . . .               -            2,600
Valuation charge . . . . . . . . . . . . .               -           61,362
Management fee expense (revenue) . . . . .               -                -
Depreciation and amortization. . . . . . .               -           72,064
                                            ---------------  ---------------
Total operating expenses . . . . . . . . .               -          981,328
                                            ---------------  ---------------

Operating income.. . . . . . . . . . . . .               -          103,983
Dividend income. . . . . . . . . . . . . .         (26,000)               -
Gain on sale of asset. . . . . . . . . . .               -              125
Interest expense . . . . . . . . . . . . .         101,621          (89,177)
Interest income. . . . . . . . . . . . . .        (101,621)             850
Minority interest. . . . . . . . . . . . .          (7,676)          (7,676)
Equity in income (loss) of
    unconsolidated joint venture.. . . . .          29,538              (38)
                                            ---------------  ---------------

Income (loss) before income taxes and
    extraordinary loss . . . . . . . . . .          (4,138)           8,067
Income tax provision (benefit) . . . . . .               -            3,753
                                            ---------------  ---------------
Income before extraordinary loss.. . . . .          (4,138)           4,314
Extraordinary loss on extinguishment of
    debt (net of applicable tax benefit)..           2,911           (4,349)
                                            ---------------  ---------------
Net income (loss). . . . . . . . . . . . .  $       (1,227)  $          (35)
                                            ===============  ===============

</TABLE>

<PAGE>

                           ISLE OF CAPRI CASINOS, INC.
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                              (B)

                                                           ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                           CASINOS, INC.                     WHOLLY          OWNED
                                                             GUARANTOR                       OWNED            NON-
                                                              (PARENT                      GUARANTOR       GUARANTOR
                                                              OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES
                                             ------------------------------------------  --------------  --------------
                                                                FOR THE FISCAL YEAR ENDED APRIL 28, 2002
<S>                                          <C>                                         <C>             <C>
STATEMENT OF CASH FLOWS
Net cash provided by
   operating activities.. . . . . . . . . .  $                                   2,450   $     110,392   $      32,083
Net cash provided by (used in)
   investing activities.. . . . . . . . . .                                     38,360        (108,299)        (27,154)
Net cash used in
   financing activities.. . . . . . . . . .                                    (38,279)         (2,764)         (7,075)
                                             ------------------------------------------  --------------  --------------
Net increase (decrease) in cash and
   cash equivalents.. . . . . . . . . . . .                                      2,531            (671)         (2,146)
Cash and cash equivalents at
   beginning of the year. . . . . . . . . .                                        159          59,005          13,170
                                             ------------------------------------------  --------------  --------------
Cash and cash equivalents at
   end of the year. . . . . . . . . . . . .  $                                   2,690   $      58,334   $      11,024
                                             ==========================================  ==============  ==============


                                                                              AS OF APRIL 29, 2001

BALANCE SHEET
Current assets. . . . . . . . . . . . . . .  $                                  14,606   $      92,445   $      14,407
Intercompany receivables. . . . . . . . . .                                    858,629         130,130               3
Investments in subsidiaries.. . . . . . . .                                    256,497         256,877               -
Property and equipment, net . . . . . . . .                                      1,714         766,777         103,677
Other assets. . . . . . . . . . . . . . . .                                     33,350         352,746           3,147
                                             ------------------------------------------  --------------  --------------
Total assets. . . . . . . . . . . . . . . .  $                               1,164,796   $   1,598,975   $     121,234
                                             ==========================================  ==============  ==============

Current liabilities . . . . . . . . . . . .  $                                  36,682   $     110,457   $      12,406
Intercompany payables . . . . . . . . . . .                                     23,884         962,691           2,188
Long-term debt,
   less current maturities. . . . . . . . .                                    926,750          15,279          76,156
Deferred income taxes . . . . . . . . . . .                                     11,434           4,129               -
Other accrued liabilities.. . . . . . . . .                                          -           9,670               -
Minority interest.. . . . . . . . . . . . .                                          -               -               -
Stockholders' equity. . . . . . . . . . . .                                    166,046         496,749          30,484
                                             ------------------------------------------  --------------  --------------
Total liabilities and stockholders' equity.  $                               1,164,796   $   1,598,975   $     121,234
                                             ==========================================  ==============  ==============



                                              CONSOLIDATING
                                                   AND         ISLE OF CAPRI
                                               ELIMINATING     CASINOS, INC.
                                                 ENTRIES       CONSOLIDATED
                                             ---------------  ---------------

<S>                                          <C>              <C>
                                            For the Fiscal Year Ended April 28, 2002
STATEMENT OF CASH FLOWS
Net cash provided by
   operating activities.. . . . . . . . . .  $        8,690   $      153,615
Net cash provided by (used in)
   investing activities.. . . . . . . . . .          (3,385)        (100,478)
Net cash used in
   financing activities.. . . . . . . . . .          (5,081)         (53,199)
                                             ---------------  ---------------
Net increase (decrease) in cash and
   cash equivalents.. . . . . . . . . . . .             224              (62)
Cash and cash equivalents at
   beginning of the year. . . . . . . . . .           4,325           76,659
                                             ---------------  ---------------
Cash and cash equivalents at
   end of the year. . . . . . . . . . . . .  $        4,549   $       76,597
                                             ===============  ===============


                                                      AS OF APRIL 29, 2001

BALANCE SHEET
Current assets. . . . . . . . . . . . . . .  $            -   $      121,458
Intercompany receivables. . . . . . . . . .        (988,763)              (1)
Investments in subsidiaries.. . . . . . . .        (513,335)              39
Property and equipment, net . . . . . . . .               -          872,168
Other assets. . . . . . . . . . . . . . . .               -          389,243
                                             ---------------  ---------------
Total assets. . . . . . . . . . . . . . . .  $   (1,502,098)  $    1,382,907
                                             ===============  ===============

Current liabilities . . . . . . . . . . . .  $            1   $      159,546
Intercompany payables . . . . . . . . . . .        (988,763)               -
Long-term debt,
   less current maturities. . . . . . . . .               -        1,018,185
Deferred income taxes . . . . . . . . . . .               -           15,563
Other accrued liabilities.. . . . . . . . .               -            9,670
Minority interest.. . . . . . . . . . . . .          13,902           13,902
Stockholders' equity. . . . . . . . . . . .        (527,238)         166,041
                                             ---------------  ---------------
Total liabilities and stockholders' equity.  $   (1,502,098)  $    1,382,907
                                             ===============  ===============

</TABLE>

<PAGE>

                            ISLE OF CAPRI CASINOS, INC.
                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                    (B)

                                                 ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                 CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                   GUARANTOR                       OWNED            NON-             AND
                                                    (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                    OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                   ------------------------------------------  --------------  --------------  ---------------
<S>                                <C>                                         <C>             <C>             <C>
                                                                       FOR THE FISCAL YEAR ENDED APRIL 29, 2001

STATEMENT OF OPERATIONS
Revenues:
Casino. . . . . . . . . . . . . .  $                                       -   $     855,150   $     101,997   $            -
Rooms, food, beverage and other .                                        528         202,883          17,790                -
                                   ------------------------------------------  --------------  --------------  ---------------
Gross revenues. . . . . . . . . .                                        528       1,058,033         119,787                -
Less promotional allowances.. . .                                          -         175,879          19,668                -
                                   ------------------------------------------  --------------  --------------  ---------------
Net revenues. . . . . . . . . . .                                        528         882,154         100,119                -

Operating expenses:
Casino. . . . . . . . . . . . . .                                          -         177,392          14,817                -
Gaming taxes. . . . . . . . . . .                                          -         172,489          20,082                -

Rooms, food, beverage and other..                                     (1,409)        348,990          35,596                -
Depreciation and amortization . .                                      1,179          64,597           3,336                -
                                   ------------------------------------------  --------------  --------------  ---------------
Total operating expenses. . . . .                                       (230)        763,468          73,831                -

Operating income. . . . . . . . .                                        758         118,686          26,288                -
Gain on disposal of assets. . . . . .                                      -             271               -                -
Interest expense, net . . . . . .                                    (92,128)        (96,415)        (11,688)         101,289
Interest income.. . . . . . . . .                                    100,687           5,524             184         (101,289)
Minority interest.. . . . . . . .                                          -               -               -           (6,357)
Dividend income . . . . . . . . .                                          -          14,819               -          (14,819)
Equity in income (loss) of
   unconsolidated joint venture..                                     31,236          29,046               -          (60,444)
                                   ------------------------------------------  --------------  --------------  ---------------
Income (loss) before income taxes                                     40,553          71,931          14,784          (81,620)
Income tax provision. . . . . . .                                     15,418           5,086               -                -
                                   ------------------------------------------  --------------  --------------  ---------------
Net income (loss).. . . . . . . .  $                                  25,135   $      66,845   $      14,784   $      (81,620)
                                   ==========================================  ==============  ==============  ===============




                                    ISLE OF CAPRI
                                    CASINOS, INC.
                                    CONSOLIDATED
                                   ---------------
<S>                                <C>

                           For the Fiscal Year ended April 29, 2001
STATEMENT OF OPERATIONS
Revenues:
Casino. . . . . . . . . . . . . .  $      957,147
Rooms, food, beverage and other .         221,201
                                   ---------------
Gross revenues. . . . . . . . . .       1,178,348
Less promotional allowances.. . .         195,547
                                   ---------------
Net revenues. . . . . . . . . . .         982,801

Operating expenses:
Casino. . . . . . . . . . . . . .         192,209
Gaming taxes. . . . . . . . . . .         192,571
Rooms, food, beverage and other..         383,177
Depreciation and amortization . .          69,112
                                   ---------------
Total operating expenses. . . . .         837,069

Operating income. . . . . . . . .         145,732
Gain on sale of assets. . . . . .             271
Interest expense, net . . . . . .         (98,942)
Interest income.. . . . . . . . .           5,106
Minority interest.. . . . . . . .          (6,357)
Dividend income . . . . . . . . .               -
Equity in income (loss) of
   unconsolidated joint venture..            (162)
                                   ---------------
Income (loss) before income taxes          45,648
Income tax provision. . . . . . .          20,504
                                   ---------------
Net income (loss).. . . . . . . .  $       25,144
                                   ===============

</TABLE>

<PAGE>

                      ISLE OF CAPRI CASINOS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>

                                                                                                               (B)

                                                            ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                            CASINOS, INC.                     WHOLLY          OWNED
                                                              GUARANTOR                       OWNED            NON-
                                                               (PARENT                      GUARANTOR       GUARANTOR
                                                               OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES
                                              ------------------------------------------  --------------  --------------
                                                                 FOR THE FISCAL YEAR ENDED APRIL 29, 2001
<S>                                           <C>                                         <C>             <C>
STATEMENT OF CASH FLOWS
Net cash provided by (used in)
   operating activities. . . . . . . . . . .  $                                (183,107)  $     439,057   $      14,802
Net cash provided by (used in)
   investing activities. . . . . . . . . . .                                     41,265        (453,984)         (8,570)
Net cash provided by (used in)
   financing activities. . . . . . . . . . .                                     63,056          (4,129)            297
                                              ------------------------------------------  --------------  --------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . . . . . .                                    (78,786)        (19,056)          6,529
Cash and cash equivalents at
   beginning of the year . . . . . . . . . .                                     78,945          82,514           6,513
                                              ------------------------------------------  --------------  --------------
Cash and cash equivalents at
   end of the year . . . . . . . . . . . . .  $                                     159   $      63,458   $      13,042
                                              ==========================================  ==============  ==============



                                               CONSOLIDATING
                                                    AND         ISLE OF CAPRI
                                                ELIMINATING     CASINOS, INC.
                                                  ENTRIES       CONSOLIDATED
                                              ---------------  ---------------
                                        FOR THE FISCAL YEAR ENDED APRIL 29, 2001

<S>                                           <C>              <C>
STATEMENT OF CASH FLOWS
Net cash provided by (used in)
   operating activities. . . . . . . . . . .  $     (196,602)  $       74,150
Net cash provided by (used in)
   investing activities. . . . . . . . . . .         195,911         (225,378)
Net cash provided by (used in)
   financing activities. . . . . . . . . . .             691           59,915
                                              ---------------  ---------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . . . . . .               -          (91,313)
Cash and cash equivalents at
   beginning of the year . . . . . . . . . .               -          167,972
                                              ---------------  ---------------
Cash and cash equivalents at
   end of the year . . . . . . . . . . . . .  $            -   $       76,659
                                              ===============  ===============


</TABLE>

<PAGE>

                          ISLE OF CAPRI CASINOS, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>

                                                                                                                (B)

                                                             ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                             CASINOS, INC.                     WHOLLY          OWNED
                                                               GUARANTOR                       OWNED            NON-
                                                                (PARENT                      GUARANTOR       GUARANTOR
                                                                OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES
                                               ------------------------------------------  --------------  --------------
                                                                      FOR THE FISCAL YEAR ENDED APRIL 30, 2000
<S>                                            <C>                                         <C>             <C>
STATEMENT OF OPERATIONS
Revenues:
Casino. . . . . . . . . . . . . . . . . . . .  $                                       -   $     530,803   $      88,548
Rooms, food, beverage and other . . . . . . .                                      1,353         127,318          11,774
                                               ------------------------------------------  --------------  --------------
Gross revenues. . . . . . . . . . . . . . . .                                      1,353         658,121         100,322
Less promotional allowances . . . . . . . . .                                          -          97,957          15,135
                                               ------------------------------------------  --------------  --------------
Net revenues. . . . . . . . . . . . . . . . .                                      1,353         560,164          85,187

Operating expenses:
Casino. . . . . . . . . . . . . . . . . . . .                                          -         103,509          12,596
Gaming taxes. . . . . . . . . . . . . . . . .                                          -         105,232          17,340
Rooms, food, beverage and other . . . . . . .                                     (4,997)        223,404          33,778
Depreciation and amortization . . . . . . . .                                      1,030          39,202           2,114
                                               ------------------------------------------  --------------  --------------
Total operating expenses. . . . . . . . . . .                                     (3,967)        471,347          65,828
                                               ------------------------------------------  --------------  --------------

Operating income. . . . . . . . . . . . . . .                                      5,320          88,817          19,359
Gain on disposal of assets. . . . . . . . . .                                      3,092              14               -
Interest expense, net.. . . . . . . . . . . .                                      2,804         (47,683)        (10,754)
Minority interest . . . . . . . . . . . . . .                                          -               -               -
Equity in income (loss) of
unconsolidated joint venture. . . . . . . . .                                     44,686               -               -
                                               ------------------------------------------  --------------  --------------
Income (loss) before income taxes
   and extraordinary loss.. . . . . . . . . .                                     55,902          41,148           8,605
Income tax provision. . . . . . . . . . . . .                                     10,977          14,496               -
                                               ------------------------------------------  --------------  --------------
Income (loss) before extraordinary loss . . .                                     44,925          26,652           8,605
Extraordinary loss on extinguishment of debt
   (net of applicable income tax benefit) . .                                          -            (984)              -
                                               ------------------------------------------  --------------  --------------
Net income (loss) . . . . . . . . . . . . . .  $                                  44,925   $      25,668   $       8,605
                                               ==========================================  ==============  ==============



                                                CONSOLIDATING
                                                     AND         ISLE OF CAPRI
                                                 ELIMINATING     CASINOS, INC.
                                                   ENTRIES       CONSOLIDATED
                                               ---------------  ---------------
                                          FOR THE FISCAL YEAR ENDED APRIL 30, 2000

<S>                                            <C>              <C>
STATEMENT OF OPERATIONS
Revenues:
Casino. . . . . . . . . . . . . . . . . . . .  $            -   $      619,351
Rooms, food, beverage and other . . . . . . .               -          140,445
                                               ---------------  ---------------
Gross revenues. . . . . . . . . . . . . . . .               -          759,796
Less promotional allowances . . . . . . . . .               -          113,092
                                               ---------------  ---------------
Net revenues. . . . . . . . . . . . . . . . .               -          646,704

Operating expenses:
Casino. . . . . . . . . . . . . . . . . . . .               -          116,105
Gaming taxes. . . . . . . . . . . . . . . . .               -          122,572
Rooms, food, beverage and other . . . . . . .               -          252,185
Depreciation and amortization . . . . . . . .               -           42,346
                                               ---------------  ---------------
Total operating expenses. . . . . . . . . . .               -          533,208
                                               ---------------  ---------------

Operating income. . . . . . . . . . . . . . .               -          113,496
Gain on sale of assets. . . . . . . . . . . .               -            3,106
Interest expense, net.. . . . . . . . . . . .               -          (55,633)
Minority interest . . . . . . . . . . . . . .          (3,700)          (3,700)
Equity in income (loss) of
unconsolidated joint venture. . . . . . . . .         (44,427)             259
                                               ---------------  ---------------
Income (loss) before income taxes
   and extraordinary loss.. . . . . . . . . .         (48,127)          57,528
Income tax provision. . . . . . . . . . . . .               -           25,473
                                               ---------------  ---------------
Income (loss) before extraordinary loss . . .         (48,127)          32,055
Extraordinary loss on extinguishment of debt
   (net of applicable income tax benefit) . .               -             (984)
                                               ---------------  ---------------
Net income (loss) . . . . . . . . . . . . . .  $      (48,127)  $       31,071
                                               ===============  ===============

</TABLE>

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                        (B)

                                                    ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                    CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                      GUARANTOR                       OWNED            NON-             AND
                                                       (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                       OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                      ------------------------------------------  --------------  --------------  ---------------
                                                                 FOR THE FISCAL YEAR ENDED APRIL 30, 2000
<S>                                   <C>                                         <C>             <C>             <C>
STATEMENT OF CASH FLOWS
Net cash provided by (used in)
   operating activities. . . . . . .  $                                (307,048)  $     267,908   $      13,825   $      155,798
Net cash provided by (used in)
   investing activities. . . . . . .                                    (63,577)        (21,108)        (17,475)        (155,798)
Net cash provided by (used in)
   financing activities. . . . . . .                                    407,411        (196,327)           (754)               -
                                      ------------------------------------------  --------------  --------------  ---------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . .                                     36,786          50,473          (4,404)               -
Cash and cash equivalents at
   beginning of the year . . . . . .                                     35,826          38,374          10,917                -
                                      ------------------------------------------  --------------  --------------  ---------------
Cash and cash equivalents at
   end of the year.. . . . . . . . .  $                                  72,612   $      88,847   $       6,513   $            -
                                      ==========================================  ==============  ==============  ===============




                                       ISLE OF CAPRI
                                       CASINOS, INC.
                                       CONSOLIDATED
                                      ---------------
             FOR THE FISCAL YEAR ENDED APRIL 30, 2000

<S>                                   <C>
STATEMENT OF CASH FLOWS
Net cash provided by (used in)
   operating activities. . . . . . .  $      130,483
Net cash provided by (used in)
   investing activities. . . . . . .        (257,958)
Net cash provided by (used in)
   financing activities. . . . . . .         210,330
                                      ---------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . .          82,855
Cash and cash equivalents at
   beginning of the year . . . . . .          85,117
                                      ---------------
Cash and cash equivalents at
   end of the year.. . . . . . . . .  $      167,972
                                      ===============

</TABLE>

(a)     Certain  of  the  Company's wholly owned subsidiaries were guarantors on
the  8.75%  Senior  Subordinated Notes, the 9% Senior Subordinated Notes and the
Senior  Secured  Credit  Facility including the following:  the Isle-Biloxi, the
Isle-Vicksburg,  the  Isle-Tunica,  the Isle-Bossier City, the Isle-Lake Charles
and  PPI,  Inc.,  IOC  Holdings,  L.L.C.  and  Riverboat  Services,  Inc.  The
Isle-Natchez,  the Isle-Lula, the Isle-Bettendorf, and the Isle-Marquette became
guarantors  as  of  March  2,  2000,  the  date  of  the  acquisition.  The
Isle-Boonville,  the  Isle-Kansas  City,  the  Lady  Luck-Las  Vegas  and  the
Isle-Davenport  became  guarantors  as of their respective dates of acquisition.

(b)     The  following  non-wholly owned subsidiaries were not guarantors on the
8.75%  Senior  Subordinated  Notes nor the 9% Senior Subordinated Notes: Isle of
Capri  Black  Hawk  L.L.C.,  Isle  of Capri Black Hawk Capital Corp., Capri Air,
Inc.,  Lady  Luck  Gaming  Corp., Lady Luck Gulfport, Inc., Lady Luck Vicksburg,
Inc.,  Lady Luck Biloxi, Inc., Lady Luck Central City, Inc., IOC-Coahoma,
Inc.,  Pompano  Park  Holdings,  L.L.C.,  Casino America of Colorado, Inc., ASMI
Management,  Inc.  and  IOC  Development, LLC., Casino America, Inc., ICC Corp.,
International  Marco  Polo  Services,  Inc.,  IOC-St.  Louis  County, Inc., IOC,
L.L.C., Isle of Capri Casino Colorado, Inc., Isle of Capri of Michigan LLC, Lady
Luck  Bettendorf  Marina  Corp.,  Water Street Redevelopment Corporation, Casino
Parking,  Inc.,  IOC-Black  Hawk  Distribution  Company,  LLC,  Isle of Capri of
Jefferson  County,  Inc.,  Lady  Luck  Scott City, Inc., and Louisiana Horizons,
L.L.C.

<PAGE>

                         ISLE OF CAPRI CASINOS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

23.  SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)

<TABLE>
<CAPTION>




                                                                        FISCAL QUARTERS ENDED
                                                                        ----------------------
                                                       JULY 29,         OCTOBER 28,    JANUARY 27,    APRIL 28,
                                                         2001               2001          2002          2002
                                                ----------------------  ------------  -------------  -----------
<S>                                             <C>                     <C>           <C>            <C>
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net revenues . . . . . . . . . . . . . . . . .  $              257,588  $    260,506  $    262,135   $  305,082
Operating income (loss). . . . . . . . . . . .                  34,367        40,580        35,906       (6,870)
Income (loss) before extraordinary loss. . . .                   5,854        10,435         8,082      (20,057)
Extraordinary loss, net of income tax benefit.                       -             -        (2,438)      (1,911)
Net income (loss). . . . . . . . . . . . . . .                   5,854        10,435         5,644      (21,968)
Net income (loss) per common share before
     extraordinary loss:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.21          0.37          0.29        (0.71)
Diluted. . . . . . . . . . . . . . . . . . . .                    0.20          0.35          0.27        (0.71)
Net income (loss) per common share:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.21          0.37          0.20        (0.78)
Diluted. . . . . . . . . . . . . . . . . . . .                    0.20          0.35          0.19        (0.78)

                                                                    FISCAL QUARTERS ENDED
                                                               JULY 30,   OCTOBER 29,   JANUARY 28,    APRIL 29,
                                                                  2000          2000          2001         2001
                                                ----------------------  ------------  -------------  -----------
  (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net revenues . . . . . . . . . . . . . . . . .  $              235,667  $    233,794  $    237,508   $  275,831
Operating income . . . . . . . . . . . . . . .                  42,423        41,736        20,752       40,820
Net income (loss). . . . . . . . . . . . . . .                  10,569         9,636        (2,958)       7,897
Net income (loss) per common share:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.35          0.32         (0.10)        0.27
Diluted. . . . . . . . . . . . . . . . . . . .                    0.33          0.30         (0.10)        0.26

</TABLE>


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

The  third quarter of fiscal 2001 includes other charges of $4.3 million related
to  $2.9  million loss on investment in joint venture and $1.4 million write-off
of  Crowne  Plaza  license  at  the  Isle-Biloxi.

The fourth quarter of fiscal 2001 includes other charges of $4.9 million related
to  $3.0  million  write-off  of  abandoned  expansion  project  assets  at  the
Isle-Biloxi,  $0.9  million  relating to the write-off of the theater production
contracts  at  the  Isle-Tunica  and  $1.0  write-down  of  marine  assets.

The  first  quarter  of  fiscal  2002 includes $0.25 million related to business
interruption  proceeds  at  the  Isle-Marquette  and  $0.4  million  related  to
preopening  expenses  incurred  in  preparation  for  the  opening  of  the
Isle-Boonville  on  December  6,  2001.

<PAGE>

                           ISLE OF CAPRI CASINOS, INC.
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

23.  SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)  (CONTINUED)

The  second  quarter  of  fiscal  2002  includes $1.25 million and $0.25 million
related  to  business interruption proceeds at the Rhythm City-Davenport and the
Isle-Marquette,  respectively.  The  second quarter of fiscal 2002 also includes
$1.1  million  related  to  preopening  expenses incurred in preparation for the
opening  of  the  Isle-Boonville  on  December  6,  2001.

The  third  quarter  of  fiscal  2002  includes  $2.15 million and $0.25 million
related  to  business interruption proceeds at the Rhythm City-Davenport and the
Isle-Marquette,  respectively.  The  third  quarter of fiscal 2002 also includes
$2.3  million  related  to  preopening  expenses incurred in preparation for the
opening  of  the  Isle-Boonville  on  December  6,  2001.

The  fourth quarter of fiscal 2002 includes $59.2 million related to a valuation
charge  for  the difference between net book value and estimated fair value less
estimated  costs  to  sell at the Isle-Tunica and the Lady Luck-Las Vegas.  Also
included  in  the  fourth  quarter of fiscal 2002, is a valuation charge of $2.2
million  for  a barge and hulls that have been in storage for future development
and  will  be  offered  for  sale  in fiscal 2003 and $2.6 million related to an
accrued  litigation  settlement  at  the  Isle-Lake  Charles.

24.  PROPOSED STOCK OFFERING

     On  May  24,  2002, the Company filed a registration statement with the SEC
for  a  proposed  offering  of up to 6,152,500 shares of our common stock (which
includes 802,500 shares to cover over-allotments).  The Isle of Capri would sell
up  to  4,802,500 of such shares and certain stockholders, consisting of Bernard
Goldstein,  the  Company's  Chairman  and  Chief  Executive Officer, and certain
members  of  Mr. Goldstein's family and affiliated entities would sell up to the
remaining 1,350,000 shares.  The registration statement relating to these shares
has  not  become  effective, and the Company can give no assurances that it will
become  effective.  In  addition,  the  Company  can provide no assurances as to
whether any such offering will ultimately occur, the timing of any such offering
or  the  price  at  which  any  shares may be sold, and therefore, the amount of
proceeds  the  Company  might  raise.

<PAGE>

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

     None.
                                    PART III
                                    --------

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

     This  item  has  been  omitted  from  this  report  and  is incorporated by
reference  to  Isle  of  Capri's definitive proxy statement to be filed with the
U.S.  Securities  and  Exchange  Commission within 120 days after the end of the
fiscal  year  covered  by  this  report.

ITEM  11.  EXECUTIVE  COMPENSATION.

     This  item  has  been  omitted  from  this  report  and  is incorporated by
reference  to  Isle  of  Capri's definitive proxy statement to be filed with the
U.S.  Securities  and  Exchange  Commission within 120 days after the end of the
fiscal  year  covered  by  this  report.

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

     This  item  has  been  omitted  from  this  report  and  is incorporated by
reference  to  Isle  of  Capri's definitive proxy statement to be filed with the
U.S.  Securities  and  Exchange  Commission within 120 days after the end of the
fiscal  year  covered  by  this  report.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     This  item  has  been  omitted  from  this  report  and  is incorporated by
reference  to  Isle  of  Capri's definitive proxy statement to be filed with the
U.S.  Securities  and  Exchange  Commission within 120 days after the end of the
fiscal  year  covered  by  this  report.

<PAGE>
                                     PART IV
                                     -------

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

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

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

               The  following  financial  statements  and  report of independent
                  auditors  are included on pages 63 to  108  of this Form 10-K:

                    ISLE  OF  CAPRI  CASINOS,  INC.

                    Report  of  Independent  Auditors
                    Consolidated  Balance Sheets - April 28, 2002 and April
                    29,  2001
                    Consolidated  Statements  of Operations - Fiscal Years ended
                    April 28, 2002,  April  29,  2001  and  April  30,  2000
                    Consolidated  Statements  of  Stockholders'  Equity - Fiscal
                    Years  ended  April  28,  2002,  April  29,  2001  and
                    April  30,  2000
                    Consolidated  Statements  of  Cash  Flows - Fiscal Years
                    ended April 28, 2002, April 29, 2001 and April 30, 2000
                    Notes  to  Consolidated  Financial  Statements

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

               None  required  or  applicable.

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

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

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

          During  the year ended April 28, 2002, the Company filed the following
              reports  on  Form  8-K:

          None.


<PAGE>
                                   SIGNATURES

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

                                   ISLE  OF  CAPRI  CASINOS,  INC.

Dated:  July  5,  2002     By:  /s/  Bernard  Goldstein
                              -------------------------
                              Bernard  Goldstein,  Chairman  of  the  Board,
                                   Chief  Executive  Officer,  and  Director

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


Dated:  July  5,  2002                               /s/  Bernard  Goldstein
                                                    ------------------------
                              Bernard  Goldstein,  Chairman  of  the  Board,
                              Chief  Executive  Officer  and  Director
                              (Principal  Executive  Officer)

Dated:  July  5,  2002                               /s/  John  M.  Gallaway
                                                    ------------------------
                              John  M.  Gallaway,  President,  Chief
                              Operating Officer and Director

Dated:  July  5,  2002                             /s/  Rexford  A.  Yeisley
                                                  --------------------------
                              Rexford  A.  Yeisley,  Chief  Financial  Officer
          (Principal  Financial  and  Accounting  Officer)

Dated:  July  5,  2002                              /s/  Allan  B.  Solomon
                                                   ------------------------
                             Allan  B.  Solomon,  Executive  Vice  President,
                             Secretary,  General  Counsel  and  Director

Dated:  July  5,  2002                           /s/  Robert  S.  Goldstein
                                                ---------------------------
                             Robert  S.  Goldstein,  Director

Dated:  July  5,  2002                                /s/  Alan  J.  Glazer
                                                     ----------------------
                             Alan  J.  Glazer,  Director

Dated:  July  5,  2002                                /s/  Emanuel  Crystal
                                                     ----------------------
                             Emanuel  Crystal,  Director

Dated:  July  5,  2002                             /s/  W.  Randolph  Baker
                                                  -------------------------
                             W.  Randolph  Baker,  Director

Dated:  July  5,  2002                              /s/  Jeffrey  Goldstein
                                                   ------------------------
                             Jeffrey  Goldstein,  Director

<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                    DESCRIPTION

3.1A     Certificate  of  Incorporation  of  Casino  America,  Inc.  (4)
3.1B     Amendment  to Certificate of Incorporation of Casino America, Inc. (13)
3.2A     By-laws  of  Casino  America,  Inc.  (4)
3.2B     Amendments  to  By-laws of Casino America, Inc., dated February 7, 1997
(10)
4.1     Specimen  Certificate  of  common  Stock  (1)
4.2     Isle  of  Capri  Casinos,  Inc.  agrees to furnish to the Securities and
Exchange  Commission,  upon  its request, the instruments defining the rights of
holders  of  long  term  debt  where  the  total amount of securities authorized
thereunder  does  not  exceed  10%  of  the  Isle of Capri Casinos, Inc.'s total
consolidated  assets  (16)
4.3     Indenture, dated as of March 27, 2002 among Isle of Capri Casinos, Inc.,
the subsidiary guarantors named therein and State Street Bank and Trust company,
as  trustee  (16)
4.4     Registration  Rights Agreement, dated as of March 27, 2002 among Isle of
Capri  Casinos,  Inc.,  the  subsidiary  guarantors  named  therein and Dresdner
Kleinwort  Wasserstein-Grantschester,  Inc.  for itself and as representative of
the  other  initial  purchasers  (16)
4.5A     Indenture,  dated  as  of  April 23, 1999, among Isle of Capri Casinos,
Inc.  the  subsidiary  guarantors  named therein and State Street Bank and Trust
Company,  as  trustee  (10)
4.5B     First Supplemental Indenture, dated as of September 16,1999, among Isle
of  Capri Casinos, Inc. the subsidiary guarantors named therein and State Street
Bank  and  Trust  Company,  as  trustee  (13)
4.5C     Second  Supplemental  Indenture, dated as of April 30, 2001, among Isle
of  Capri  Casinos,  Inc.,  as  trustee  (16)
4.6.1     Registration  Rights Agreement, dated as of April 23, 1999, among Isle
of  Capri  Casinos,  Inc.,  the  subsidiary guarantors named therein and Merrill
Lynch,  Pierce,  Fenner & Smith Incorporated and Wasserstein Perella Securities,
Inc.,  for  themselves  and  on  behalf  of  the  other  initial purchasers (10)
4.6.2     Rights Agreement, dated as of February 7,1997, between Casino America,
Inc.  and  Norwest  Bank  Minnesota,  N.A.,  as  rights  agent  (9)
10.1     Casino  America,  Inc.  1992  Stock  Option  Plan  (2)
10.2     Casino  America,  Inc.  1992  Stock  Option  Plan  Amendment  (3)
10.3     Casino  America,  Inc.  1993  Stock  Option  Plan,  as  amended  (7)
10.4     Casino  America,  Inc.  description  of  Employee  Bonus  Plan  (3)
10.5     Casino  America,  Inc.  Retirement  Trust  and  Savings  Plan  (3)
10.6     Director's  Option  Plan  (6)
10.7     Biloxi  Waterfront  Project  Lease  dated  as  of  April 9, 1994 by and
between the City of Biloxi, Mississippi and Riverboat Corporation of Mississippi
(5)
10.8     First Amendment to Biloxi Waterfront Project Lease (Hotel Lease), dated
as  of  April  26, 1995, by and between Riverboat Corporation of Mississippi (7)
10.9     Amended  and  Restated  Lease,  dated  as of April 19, 1999, among Port
Resources,  Inc.  and  CRU,  Inc.,  as landlords and St. Charles Gaming Company,
Inc.,  as  tenant  (13)
10.10     Amended  Casino  America,  Inc.  1992  Stock  Option  Plan  (8)
10.11     Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (8)
10.12     Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (11)
10.13     Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (12)
10.14     Lease  of  property  in  Coahoma, Mississippi dated as of November 16,
1993  by and among Roger Allen Johnson, Jr., Charles Bryant Johnson and Magnolia
Lady,  Inc.  (17)
<PAGE>

10.15     Addendum  to  Lease dated as of June 22, 1994 by and among Roger Allen
Johnson,  Jr.,  Charles  Bryant  Johnson  and  Magnolia  Lady,  Inc.  (14)
10.16     Second  addendum  to  Lease  dated as of October 17, 1995 by and among
Roger  Allen  Johnson,  Jr., Charles Bryant Johnson and Magnolia Lady, Inc. (14)
10.17     Amended  and Restated Operating Agreement of Isle of Capri Black Hawk,
L.L.C.,  dated as of July 29, 1997, between Casino America of Colorado, Inc. and
Blackhawk  Gold,  Ltd.  as  amended  (17)
10.18     Development  Agreement  dated  as  of  June  17, 1997, between City of
Bettendorf,  Lady  Luck  Bettendorf,  Lady Luck Quad Cities, Inc. and Bettendorf
Riverboat  Development,  LC  (17)
10.19     Operator's  Contract, dated as of December 28, 1989, between Riverboat
Development  Authority  and  the  Connelley Group, LP, as amended on February 9,
1990,  March 1, 1990, January 1, 1991, September 30, 1994 and March 1, 1998 (17)
10.20     2000  Long-Term  Stock  Incentive  Plan  (15)
10.21     Isle  of  Capri  Deferred  Bonus  Plan  (15)
10.22     Employment Agreement dated as of January 1, 2002 between Isle of Capri
Casinos,  Inc.  and  John  M.  Gallaway  (17)
10.23     Employment Agreement dated as of January 1, 2002 between Isle of Capri
Casinos,  Inc.  and  Allan  B.  Solomon  (17)
10.24     Employment Agreement dated as of January 1, 2002 between Isle of Capri
Casinos,  Inc.  and  Rexford  A.Yeisley  (17)
10.25     Employment Agreement dated as of January 1, 2002 between Isle of Capri
Casinos,  Inc.  and  Timothy  M.  Hinkley  (17)
10.26     Employment Agreement dated as of January 1, 2002 between Isle of Capri
Casinos,  Inc.  and  Bernard  Goldstein  (17)
10.27     Second  Amended  and  restated Credit Agreement, dated as of April 26,
2002,  among  Isle  of Capri Casinos, Inc., the lenders listed therein, Canadian
Imperial  Bank of Commerce, as administrative agent and issuing lender, Dresdner
Bank  AG,  New  York  and  Grand  Cayman Braches and Deutsche Bank Trust Company
Americas,  as  co-syndication  agents, Credit Lyonnais Los Angeles Branch, Wells
Fargo  Bank,  N.A.  and  The  CIT  Group/Equipment  Financing,  Inc.,  as
co-documentation  agents  and  CIBC  World  Market  Corp., as lead arranger (16)
21.1     Subsidiaries  of  Isle  of  Capri  Casinos,  Inc.  (16)
23.1     Consent  of  Ernst  &  Young  LLP

(1)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
for  the  fiscal
     Ended  April  30,  1992  (File  No.  0-20538)  and  incorporated  herein by
reference.
(2)     Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-k
filed  June  17,  1992
     (File  No.  0-20538)  and  incorporated  herein  by  reference.
(3)     Filed as an exhibit to Casino America, Inc.'s Annual Report on form 10-k
for the fiscal year     Ended April 30, 1993 (File No. 0-20538) and incorporated
herein  by  reference.
(4)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
Form  S-1  filed  September     3,  1993,  as  amended  (Reg. No. 33-68434), and
incorporated  herein  by  reference.
(5)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
for fiscal year     ended     April 30, 1994 (File No. 0-20538) and incorporated
herein  by  reference.
(6)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
Form  S-8 filed June 30,     1994 (File No. 33-80918) and incorporated herein by
reference.
(7)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
for  fiscal  year  ended     April  30, 1995 (File No. 0-20538) and incorporated
herein  by  reference.
(8)     Filed  as  an  exhibit to Casino America, Inc.'s Proxy Statement for the
fiscal  year ended April 30,     1996 (File No. 0-20538) and incorporated herein
by  reference.
(9)     Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-K
filed  on  February  14,     1997  (File No. 0-02538) and incorporated herein by
reference.
(10)     Filed  as  an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on
Form  10-K  for  the fiscal year     ended April 27, 1997 (File No. 0-20538) and
incorporated  herein  by  reference.
<PAGE>

(11)     Filed  as  an exhibit to Casino America, Inc.'s Proxy Statement for the
fiscal  year ended April 27,     1997 (File No. 0-20538) and incorporated herein
by  reference.
(12)     Filed  as  an exhibit to Casino America, Inc.'s Proxy Statement for the
fiscal  year ended April 26,     1998 (File No. 0-20538) and incorporated herein
by  reference.
(13)     Filed  as  an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on
Form  10-K  for  the fiscal year     ended April 25, 1999 (File No. 0-20538) and
incorporated  herein  by  reference.
(14)     Filed  as  an exhibit to Isle of Capri Casinos, Inc.'s Annual Report on
Form  10-K  for  the fiscal year     ended April 30, 2000 (File No. 0-20538) and
incorporated  herein  by  reference.
(15)     Filed  as  an  exhibit to Isle of Capri Casinos, Inc.'s Proxy Statement
for the fiscal year ended April     30, 2000 (File No. 0-20538) and incorporated
herein  by  reference.
(16)     Filed  as  an  exhibit  to  Isle  of Capri Casinos, Inc.'s Registration
Statement on S-4 filed on May 22,     2002 (File No. 333-88802) and incorporated
herein  by  reference.
(17)     Filed as an exhibit to Isle of Capri Casinos, Inc.'s Amendment No. 1 to
Registration  Statement  on     Form  S-4  filed  on  June  19,  2002  (File No.
333-88802)  and  incorporated  herein  by  reference.