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 29, 2001

                                       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 $233,964,864, based on the last reported sale
price  of  $10.14  per  share  on  July  20,  2001  on  the NASDAQ Stock Market;
multiplied  by  23,073,458  shares  of  Common  Stock  outstanding  and  held by
non-affiliates  of  the  Company  on  such  date.

As  of  July  20,  2001,  the Company had a total of 30,642,762 shares of Common
Stock  outstanding.

1  Affiliates  for  the  purpose  of this item refer to the directors, 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 2, 2001.                           Part III


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

                                                                         PAGE
                                                                         ----

PART I                                                                      1
------

ITEM 1.     BUSINESS                                                        1

ITEM 2.     PROPERTIES                                                     28

ITEM 3.     LEGAL PROCEEDINGS                                              31

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            32

PART II                                                                    33
-------

ITEM 5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
            STOCKHOLDERS'  MATTERS                                         33

ITEM 6.     SELECTED FINANCIAL DATA                                        34

ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
            CONDITION  AND  RESULTS  OF  OPERATIONS                        35

ITEM 7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
            ABOUT  MARKET  RISK                                            42

ITEM 8.     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                     43

ITEM 9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
            ACCOUNTING  AND  FINANCIAL  DISCLOSURE                         83

PART III                                                                   83
--------

ITEM 10.    DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT              83

ITEM 11.    EXECUTIVE COMPENSATION                                         83

ITEM 12.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
            MANAGEMENT                                                     83

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 83

PART IV                                                                    84
-------

ITEM 14.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS
            ON  FORM  8-K                                                  84

SIGNATURES                                                                 85


<PAGE>
                                  PART I
                                  ------------

ITEM  1.          BUSINESS.

OVERVIEW

     We  are  a  leading  developer,  owner  and  operator of branded gaming and
related  lodging  and  entertainment facilities in growing markets in the United
States.  We  were  incorporated in Delaware in February 1990 under the name Kana
Corporation.  In 1992 our name was changed to Casino America, Inc.  On September
28,  1998  our  name  was changed to Isle of Capri Casinos, Inc.  We conduct our
business through subsidiaries, and our principal asset is our ownership interest
in those subsidiaries, which in turn hold substantially all of the assets of our
businesses.  Our  principal  executive  offices  are located at 1641 Popps Ferry
Road,  Biloxi,  MS  39532,  and  our  telephone  number  is  228/396-7000.

     On  March  2,  2000,  we  merged  with  Lady Luck Gaming Corporation ("Lady
Luck").  Lady  Luck  wholly  owned  the Lady Luck Casino and Hotel facilities in
Lula,  Mississippi,  Natchez,  Mississippi  and Marquette, Iowa, and owned a 50%
interest  in the Lady Luck Casino & Hotel in Bettendorf, Iowa (collectively, the
"Lady  Luck  properties").  In addition, on March 2, 2000 we acquired Bettendorf
Riverfront Development Corporation ("BRDC") which was owned by family members of
Bernard  Goldstein,  our  chairman  of  the  board  and chief executive officer,
including  Robert  Goldstein,  and which owned the remaining 50% interest in the
Lady  Luck  Casino & Hotel in Bettendorf, Iowa. Each of the Lady Luck properties
was  rethemed  and converted to Isle of Capri branded properties.  The Lady Luck
acquisition  and  conversion  of the Lady Luck properties was funded through our
Senior  Secured  Credit  Facility,  which was amended and restated in connection
with the acquisition (the "Senior Secured Credit Facility").  In connection with
the  BRDC  acquisition,  we  issued 6.3 million shares of common stock to BRDC's
shareholders.

     On  May  3,  2000,  we  acquired  Davis  Gaming  Boonville,  Inc.  (the
"Isle-Boonville") which has preliminary approval to develop a gaming facility in
Boonville,  Missouri.  We  are  developing  a casino project in Boonville with a
total  expected  investment  of  approximately $75.0 million, which includes the
purchase price of $11.5 million.  We expect to complete the project in late fall
of  2001.

     On  June  6,  2000,  we  acquired  the  Kansas  City  Flamingo  Casino (the
"Isle-Kansas  City")  from  a  subsidiary  of Hilton Hotels Corporation and have
renovated and  re-themed  the property as an Isle of Capri.  The acquisition and
renovation  were  funded  through  our  Senior  Secured  Credit  Facility.

     The  Company completed the acquisition of the Lady Luck Casino and Hotel in
Las Vegas ("Lady Luck Las Vegas") on September 12, 2000.  The acquisition of the
Lady  Luck  Las  Vegas  facility  was  funded  through our Senior Secured Credit
Facility.

     On  October  10,  2000,  we  acquired  the  President  Casino  and Hotel in
Davenport,  Iowa  ("Rhythm  City  -  Davenport")  from a subsidiary of President
Casinos,  Inc.  Isle of Capri has re-themed the casino into a Rhythm City Casino
("Rhythm City"), a  new  brand  for  the  Company.  Isle  of  Capri  funded  the
acquisition  and  re-theming  through  our  Senior  Secured  Credit  Facility.

     As  a  result  of  the  Lady  Luck,  BRDC,  Isle-Kansas City, Rhythm City -
Davenport  and  the  Lady  Luck  Las  Vegas  acquisitions, we now wholly own and
operate  12  gaming  facilities  located  in  Lake  Charles  and  Bossier  City,
Louisiana, Biloxi, Vicksburg, Tunica, Natchez and Lula, Mississippi, Bettendorf,
Marquette, and Davenport, Iowa, Kansas City, Missouri and Las Vegas, Nevada.  We
also  own  a  57%  interest  in and operate a casino and hotel facility in Black
Hawk,  Colorado.  The  gaming  facilities in Lake Charles, Bossier City, Biloxi,
Vicksburg,  Tunica,  Natchez, Lula, Kansas City, Marquette, Bettendorf and Black
Hawk operate under the name "Isle of Capri" and feature our distinctive tropical
island  theme.  The  gaming  facility in Davenport, Iowa operates under the name
"Rhythm City." The gaming facility in Las Vegas, Nevada will continue to operate
under  the  "Lady  Luck"  name.  In  addition,  we  wholly  own  and  operate  a
pari-mutuel  harness  racing  facility  in  Pompano  Beach,  Florida.

     For  the  fiscal  year  ended  April 29, 2001, we had net revenue of $982.8
million  and  EBITDA  of  $224.2  million.

<PAGE>

STRATEGY

     Our  business  strategy,  which  has  been  implemented  in  our  existing
operations,  emphasizes  the  standardized  operation  and  development  of
value-oriented  gaming  facilities  and  complimentary amenities with a tropical
island  theme  using the "Isle of Capri Casino" brand name.  We believe that the
consistent use of the Isle of Capri Casino name and associated theme has created
a  readily  identifiable  brand  image  connoting excitement, quality and value,
complimented  by  an  emphasis  on customer service and non-gaming entertainment
amenities.  We  seek  to  identify  slot-oriented  customers  and  active casino
patrons  through the use of database marketing and generate repeat visits to our
gaming  facilities.  We  believe  that  our  strategy  fosters customer loyalty,
enhances our ability to compete effectively in existing markets, and facilitates
the consistent, efficient and cost-effective development of gaming facilities in
new  markets.  We  also believe that good community relations are fundamental to
our  success and, as a result, we take an active role in community activities in
each  jurisdiction  in which we have gaming facilities.  With the development of
the  Rhythm  City  in  Davenport, we have created a second brand that we believe
will  be  identifiable  and  will  allow  us  to create customer loyalty both in
Davenport  and  in  any  other  markets  in  which  the  brand  may be utilized.

     We  have  historically  identified  and  entered new gaming markets that we
believe  provide  attractive  long-term  opportunities  and  added  amenities at
existing  properties  as  market  conditions  have warranted.  In November 2000,
August  2000  and  November  2000,  respectively, we completed construction of a
hotel and two theaters at the Isle-Tunica, a hotel at the Isle-Black Hawk and an
additional  hotel  at  the  Isle-Lake  Charles.  We  are  also  considering  the
construction  of  additional  lodging  facilities,  casino improvements or other
amenities  at  the  Isle-Bossier City, the Isle-Biloxi and the Isle-Kansas City.
We  are  currently  developing a casino in Boonville, Missouri and have received
preliminary approval from the Missouri Gaming Commission to develop a casino and
hotel  facility  in  Jefferson  County,  Missouri,  which  is  in  the St. Louis
metropolitan area.  We also expect to continue reviewing gaming opportunities in
new  markets  on  the  basis  of  demographic, regulatory, competitive and other
factors.

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  generate  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  July  6,  2001,  our  database  contained approximately 4.3 million
members, of whom approximately 650,000 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,  which  allows  them  to  earn  points based on play and redeem these
points  for  casino cash tokens, prizes and complimentary services at any of our
casinos. Island Gold Players club and Fan Club members receive a card that, when
inserted  into  a  slot  machine  or  presented at a gaming table at the issuing
facility,  allows  us  to  track  their 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 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.


<PAGE>
CURRENT  OPERATIONS

<TABLE>
<CAPTION>

Here is an overview of our existing casino properties:

<S>                              <C>           <C>           <C>          <C>           <C>
                                 ISLE          ISLE          ISLE         ISLE          ISLE
                                 BILOXI        VICKSBURG     NATCHEZ      BOSSIER CITY  LAKE CHARLES
                                 ------------  ------------  -----------  ------------  -------------
DATE OPENED . . . . . . . . . .  AUG-92        AUG-93        FEB-93 (1)   MAY-94        JUL-95

  Casino square footage . . . .        32,500        27,000       17,634        18,243         48,900
  Slot machines . . . . . . . .         1,090           767          704         1,118          1,715
  Table games . . . . . . . . .            25            25           16            40             85
  Hotel rooms . . . . . . . . .           367           122          143           560            493
  Parking spaces. . . . . . . .         1,300         1,100          908         2,005          2,000

                                   ISLE           ISLE         ISLE          ISLE         ISLE
                                  TUNICA         LULA         KANSAS CITY   BLACK HAWK   BETTENDORF
                                ------------  ------------  ------------  -----------  ------------
DATE OPENED . . . . . . . . . .  JUL-99        JUN-94 (1)    OCT-96 (1)   DEC-98        APR-95 (1)

  Casino square footage . . . .        28,000        55,750       30,000        43,000         26,444
  Slot machines . . . . . . . .           879         1,498        1,071         1,144          1,047
  Table games . . . . . . . . .            14            41           30            14             38
  Hotel rooms . . . . . . . . .           227           486            -           237            256
  Parking spaces. . . . . . . .         1,772         1,780        2,054         1,100          1,539

                                 LADY LUCK     RHYTHM CITY   ISLE
                                 LAS VEGAS     DAVENPORT     MARQUETTE
-------------------------------  ------------  ------------  ----------
DATE OPENED . . . . . . . . . .  JAN-64 (1)    APR-91 (1)    DEC-94 (1)

  Casino square footage . . . .        37,000        30,044       18,747
  Slot machines . . . . . . . .           805         1,016          742
  Table games . . . . . . . . .            20            22           19
  Hotel rooms . . . . . . . . .           805           191           25
  Parking spaces. . . . . . . .           454           958          750

    (1) opened by a prior owner
</TABLE>





The  Isle-Biloxi

     The  Isle-Biloxi,  which  commenced  operations  on August 1, 1992, was the
first gaming facility to open in Mississippi, and is one of nine dockside gaming
facilities  operating  on  the  Mississippi  Gulf  Coast (which includes Biloxi,
Gulfport  and  Bay  St.  Louis).  Biloxi is the closest gaming market to Mobile,
Alabama, a metropolitan area with a population of approximately 800,000, that is
located approximately 60 miles east of Biloxi. The Isle-Biloxi is located at the
eastern  end  of  a cluster of facilities known as "Casino Row" and is the first
property  reached  by  visitors  coming  from  Alabama,  Florida and Georgia via
Highway  90.

     The  Isle-Biloxi's  eight-acre  facility  consists  of a 50,000 square foot
dockside  gaming  facility  containing  32,500  square feet of gaming space with
1,090  slot  machines  and  25 table games on two levels, an adjacent land-based
pavilion,  a  356-room  hotel and on-site parking for 1,300 vehicles. The 32,000
square  foot,  50-foot  high  pavilion  offers  a  wide  variety  of  non-gaming
amenities,  including  a  119-seat  Farraddays' restaurant, a 504-seat Calypso's
buffet, a 50-seat Tradewinds deli, Caribbean Cove, an open-air lounge area that
can  accommodate 116 customers and a Fantasy Isle Arcade of arcade games for all
ages.  Calypso's  and  Farraddays' provide panoramic views of the Gulf of Mexico
and  Deer Island. Caribbean Cove is located at the center of the pavilion and is
surrounded  by a dramatic fountain and an entertainment stage. The entertainment
area  features  a  stage  and  sound  system  used  for  special events. Musical
performances in the pavilion are scheduled six days a week providing a Caribbean
feel  to  Calypso's,  Tradewinds  and  the  hotel lobby. Headliner entertainment
appears  monthly  in  the  Flamingo  Bay  Ballroom with a portion of the seating
reserved  for  loyal  customers.   We  are currently evaluating expansion at the
Isle-Biloxi  that  could  include  additional  parking  in  the  first  phase.
<PAGE>

     The  356-room  Isle of Capri hotel facility is directly accessible from the
casino through the atrium.  The hotel offers spacious rooms, most with balconies
overlooking a marina, and provides amenities, including meeting rooms, full room
service,  a  heated pool and exercise facilities with a hot tub, a dry sauna and
massage  therapy.

     We  believe  that  the  Isle-Biloxi attracts customers from the local area,
Alabama,  Florida, Georgia and southeastern Louisiana, including New Orleans and
Baton  Rouge.  There  are  approximately 800,000 and 2.9 million people residing
within  50  to 100 miles, respectively, of the Isle-Biloxi. The Mississippi Gulf
Coast  market  had  gaming  revenue  of $1.2 billion for the twelve months ended
April  2001.

The  Isle-Vicksburg

     The  Isle-Vicksburg,  which commenced operations on August 9, 1993, was the
first  of  four dockside gaming facilities to open in the Vicksburg, Mississippi
market.  Vicksburg  is  the  closest  gaming  market  to Jackson, Mississippi, a
metropolitan  area  with  a  population of approximately 450,000 that is located
approximately  40  miles  east  of  Vicksburg.

     The  Isle-Vicksburg  is  located  on  an 18-acre site along the Mississippi
River,  approximately  one-mile north of Interstate 20, and consists of a 27,000
square  foot dockside casino, an on-site 122-room hotel and a 12,483 square foot
land-based pavilion. The casino has two levels with a total of 767 slot machines
and  25  table  games.  The  Isle-Vicksburg  provides  on-site  parking  for 900
vehicles.

     The  land-based  pavilion  offers  customers  a  wide variety of non-gaming
amenities,  including  a  68-seat  Farraddays'  restaurant, a 340-seat Calypso's
buffet,  a  Tradewinds  deli,  live entertainment, a Banana Cabana souvenir gift
shop,  an  Island  Gold  Players Club booth and a reception area. Customers have
easy  access  to  the second level of the casino from the land-based pavilion by
either  escalator  or  a wide stairway, both of which provide panoramic views of
the  Mississippi  River  through  a  wall  of  windows.

     In  February  1999,  we  opened  an  on-site  122-room  hotel  at  the
Isle-Vicksburg,  which  has  69  deluxe  rooms  with  balconies  overlooking the
Mississippi  River.  The  hotel is located on the bank of the Mississippi River,
adjacent  to the casino. The Isle-Vicksburg's 67-space recreational vehicle park
is  located  approximately  one-half  mile from the casino and provides off-site
parking  for  200  vehicles.

     The  Vicksburg  market  had  gaming  revenue of $230 million for the twelve
months  ended  April 2001. We believe that the Isle-Vicksburg attracts customers
primarily  from  Vicksburg  and Jackson, Mississippi, northeastern Louisiana and
tourists  from  other locales. Approximately 530,000 and 1.5 million people live
within  50  and  100  miles,  respectively,  of  the  Isle-Vicksburg.

The  Isle-Natchez

     The  Isle  - Natchez commenced operations as a Lady Luck Casino in February
1993,  and  is  the only gaming facility serving the Natchez area.  The facility
includes  a  three-story, dockside casino containing approximately 17,634 square
feet  of  gaming space, 704 slot machines and 16 table games.  Isle-Natchez also
owns  and operates a 143-room hotel containing convention and banquet facilities
which  is  located  approximately  1  mile from the casino, as well as a 85-seat
Farraddays' restaurant located near the casino facility and a 150-seat Calypso's
buffet.

The  Isle-Bossier  City

     The  Isle-Bossier  City, which commenced operations on May 20, 1994, is one
of  five  dockside  gaming  facilities  currently  operating  in  the  Bossier
City/Shreveport, Louisiana market. Bossier City/Shreveport is the closest gaming
market  to  Dallas/Ft.  Worth,  Texas,  a metropolitan area with a population of
approximately  4.5  million  that  is  located  approximately  190 miles west of
Bossier  City/Shreveport.
<PAGE>

     The  Isle-Bossier  City  is  located  on a 38-acre site along the Red River
approximately  one-quarter  mile  off Interstate 20 and has a dockside riverboat
casino,  a  land-based  entertainment  pavilion, a parking garage and an on-site
305-room  deluxe hotel.  We also own and operate a 225-room hotel two miles from
the Isle-Bossier City. The casino has approximately 20,000 square feet of gaming
space on three levels with 1,118 slot machines, 40 table games and a video poker
bar.  The approximately 39,000 square foot land-based pavilion features towering
palm  trees, exotic rock formations and a waterfall. The land-based pavilion and
hotel  facilities  offer  a  wide  variety  of non-gaming amenities, including a
71-seat  Farraddays'  restaurant,  a  293-seat  Calypso's  buffet,  a  44-seat
Tradewinds deli, Caribbean Cove, which features free, live entertainment and can
accommodate  550 customers, a Banana Cabana souvenir gift shop, an entertainment
lounge  area,  a large nine-screen television wall featuring sporting events, an
Island  Gold  Players  Club  booth, an arcade, banquet and meeting facilities, a
heated  pool  and  exercise facilities with a hot tub. The Isle-Bossier City has
on-site  parking  for  2,005  cars, of which 900 are accommodated in an attached
parking  garage.  Additional  overflow  parking is available nearby on weekends.

     The  Bossier  City/Shreveport market had gaming revenue of $724 million for
the  twelve  months  ended  April  2001.  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
live  within  50  and  100  miles,  respectively,  of  the  Isle-Bossier  City.

The  Isle-Lake  Charles

     The  Isle-Lake Charles, which commenced operations on July 29, 1995, is one
of  two  riverboat  gaming  facilities  that operates two riverboats in the Lake
Charles,  Louisiana  market  and  one  of  three  gaming facilities in southwest
Louisiana.  Lake  Charles  is  the  closest  gaming  market to Houston, Texas, a
metropolitan area with a population of approximately 4.2 million that is located
approximately  140  miles  west  of  Lake  Charles.

     The  Isle-Lake  Charles  is  located  on a 19-acre site along the Calcasieu
River  adjacent  to Interstate 10 in Calcasieu Parish, one mile from the City of
Lake  Charles.  Our  Crown riverboat has 24,700 square feet of gaming space with
761 slot machines and 41 table games on three levels. Our Grand Palais riverboat
has 24,200 square feet of gaming space with 954 slot machines and 44 table games
on  two  levels.  Each of our riverboats has a large bar and foyer and the Grand
Palais riverboat has a top level which is not yet utilized. As of April 1, 2001,
we  are  no  longer  required  to  cruise.

     We  opened our new on-site 252-room deluxe hotel in November 2000.  We also
offer  on-site  accommodations  to  our customers through the Inn at the Isle, a
241-room  hotel,  and  provide  free  valet and self-parking for more than 2,000
vehicles,  including  approximately  1,400  spaces in an attached parking garage
from  which  patrons  can  access  the pavilion by elevator. The lighted rooftop
rotunda of the Isle-Lake Charles' pavilion is topped by the Isle of Capri parrot
which  is  145  feet above the ground and visible from Interstate 10. We believe
that  these  amenities  help  us  attract a significant portion of the overnight
visitors  from  Texas.

     The  Isle-Lake  Charles  also  includes  a  105,000  square foot land-based
pavilion.  The  pavilion  is  based on a tropical island theme and includes rock
formations,  waterfalls,  water arches with jets of water shooting up to 30 feet
in  the  air, ponds with porcelain sea life, flower beds landscaped in the shape
of  playing  card  suits and an arcade. The pavilion provides panoramic views of
the  lake  and  the  city  of  Lake  Charles  and  has separate entrances to the
riverboats.  The  pavilion  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  deli,  a 140-seat Kitt's Kitchen and Rum Mill,
Caribbean  Cove, which features free, live entertainment and can accommodate 180
customers, a Banana Cabana souvenir gift shop, an Island Gold Players Club booth
and  an  arcade.  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, excluding a nearby Native American-owned casino,
had  gaming  revenues of $357 million for the twelve months ended April 2001. We
believe  that  the Isle-Lake Charles attracts customers primarily from southeast
Texas,  including Houston, Beaumont, Galveston, Orange and Port Arthur and local
area  residents. Approximately 490,000 and 1.6 million people live within 50 and
100  miles,  respectively,  of  the  Isle-Lake  Charles.

<PAGE>
The  Isle-Tunica

     In July 1999, we opened the Isle-Tunica in Tunica County, Mississippi.  The
facility  contains  approximately  879  slots  and  14  table  games,  a 70-seat
Farraddays'  restaurant and a 218-seat Calypso's buffet.  We opened our 227-room
deluxe  hotel  and  two  theatres  in  November  2000.

     The  Tunica  market  includes  10  casinos  and  had gaming revenue of $1.2
billion  for  the twelve months ended 2001.  We believe the Isle-Tunica attracts
customers  primarily  from Memphis, Tennessee, which is located approximately 40
miles  north  of  the  Isle-Tunica.

The  Isle-Lula

     The  Isle-Lula, commenced operations as a Lady Luck Casino in June 1994 and
is  the  only  casino  facility in Coahoma County, Mississippi.  The facility is
located  next  to the Helena Bridge, which crosses the Mississippi River between
Arkansas  and  Mississippi.  Coahoma  County  is located approximately 120 miles
southeast  of Little Rock, Arkansas, the property's primary market, and 60 miles
southwest  of  Memphis, Tennessee.  The Isle-Lula is the closest gaming facility
to Little Rock, Arkansas, and approximately 850,000 people live within 150 miles
of  the  property's  primary  target  market.

     The property consists of two casinos containing approximately 55,750 square
feet of gaming space, 1,498 slot machines and 41 table games.  The facility also
includes  two  on-site  hotels  with  a  combined  486  rooms,  an entertainment
facility, an arcade, a 100-seat Does' Steakhouse, a 300-seat Calypso's buffet, a
48-seat  Tradewinds   deli  and  a  Banana Cabana gift shop.  We are currently
building  a  151  seat  Farraddays'  restaurant.

The  Isle-Kansas  City

     On  June  6,  2000,  we  acquired the Isle-Kansas City from a subsidiary of
Hilton  Hotels  Corporation.  The  facility is one of four casinos in the Kansas
City  metropolitan  area,  and  is the closest facility to downtown Kansas City.
The  property  contains  approximately 30,000 square feet of gaming space, 1,071
slot  machines  and  30  table  games.  The  property  has a 70-seat Farraddays'
restaurant,  a  350-seat  Calypso's  buffet,  and  a  24-seat  Tradewinds  deli.

     The  Kansas  City market had gaming revenues of $546 million for the twelve
months  ended  April  2001.  We  believe  that  the  Isle-Kansas  City  attracts
customers  primarily  from  the  Kansas  City  metropolitan  area,  which  has
approximately  1.1  million  residents.

The  Isle-Black  Hawk

     On  December  30,  1998,  we  opened  our  57%-owned  Isle-Black Hawk. This
land-based casino is the first casino reached by customers arriving from Denver,
Colorado,  a  metropolitan  area  with a population of approximately 2.3 million
people  that  is located approximately 40 miles east of Black Hawk/Central City.
The  Isle-Black  Hawk  is the largest gaming facility currently operating in the
Black  Hawk/Central  City  market  out of 24 gaming facilities operating in that
area.

     The  Isle-Black Hawk is located on an approximately 10.1-acre site which is
readily  accessible  from  Highway 119 and contains 43,000 square feet of gaming
space  on  a  single  floor with 1,144 slot machines, 14 table games and on-site
covered  parking for 1,100 vehicles. We opened our new on site 237-room hotel in
November  2000.  We also offer customers a wide variety of non-gaming amenities,
including  a  92-seat  Farraddays'  restaurant,  a  244-seat Calypso's buffet, a
32-seat  Tradewinds  deli, a Banana Cabana souvenir gift shop and a 4,000 square
foot  event  center  that  can  be  used  for  meetings  and  entertainment.

     We  manage  the  Isle-Black Hawk for a fee which is equal to two percent of
revenue (after deducting one-half of gaming taxes) plus ten percent of operating
income,  not  to  exceed  four  percent  of  revenue,  as  defined.

     The  Black  Hawk/Central City market had gaming revenue of $509 million for
the  twelve  months  ended  April  2001.  We  believe that the Isle-Black Hawk's
customers  are primarily "day trippers" from areas such as Denver, Boulder, Fort
Collins  and  Golden,  Colorado  and  Cheyenne,  Wyoming.

<PAGE>
The  Isle-Bettendorf

     The  Isle-Bettendorf  opened as a Lady Luck Casino in April 1995 as a joint
venture  between  Lady  Luck  and  BRDC.  The  property  serves  the Quad Cities
metropolitan  area, including Bettendorf and Davenport, Iowa and Moline and Rock
Island,  Illinois,  and  is  one  of  three  gaming  facilities including Rhythm
City-Davenport  serving  that market.  The facility is located off of Interstate
74  on the Mississippi River and is accessible from Interstate 74 and Interstate
80,  the  two  interstate  highways  serving  the Quad Cities metropolitan area.

     The Isle-Bettendorf consists of a riverboat containing approximately 26,444
square  feet  of  gaming  space, 1,047 slot machines, 38 table games, a 256-room
hotel,  a  1,539-car  parking  garage,  approximately  16,000  square  feet  of
convention  space,  a  125-seat  Farraddays' restaurant and a 325-seat Calypso's
buffet.

Rhythm  City-Davenport

     On  October 10, 2000, we acquired the Rhythm City-Davenport from affiliates
of  President  Casinos,  Inc.  The  facility  is  one of three casinos including
Isle-Bettendorf  in  the  Quad  Cities metropolitan area.  The property contains
approximately  30,044  square  feet  of gaming space, 1,016 slot machines and 22
table  games.  The  property has a 90-seat High Notes restaurant, a 290-seat Hit
Parade  buffet,  a  76-seat  Rock Around the Clock deli and a 112- seat The Club
restaurant.

     The  Davenport  market  had  gaming revenues of $183 million for the twelve
months  ended  April  2001.  We  believe that the Rhythm City Davenport attracts
customers  primarily  from  the  Quad Cities area that has approximately 360,000
residents.

The  Isle-Marquette

     The  Isle-Marquette,  which  was  acquired by Lady Luck in October 1999, is
located  approximately  140 miles  north  of  the  Isle-Bettendorf.  The
Isle-Marquette,  which  opened  as  the  Miss Marquette Casino in December 1994,
currently  competes  with  another riverboat and a racetrack with slot machines,
both  of  which  are  in  the  Dubuque  area,  approximately  50  miles south of
Marquette.

     The  Isle-Marquette  includes  a  riverboat containing approximately 18,700
square  feet  of  gaming  space,  742  slot  machines  and 19 tables games.  The
facility  also  includes  a  land-based facility containing a 160-seat Calypso's
buffet  restaurant,  a  Tradewinds deli, an entertainment showroom, as well as a
24-room  hotel,  a  marina  and  parking  for  approximately  750  vehicles.

Lady  Luck  Las  Vegas

     On  September  12,  2000,  we acquired the Lady Luck Las Vegas from Gemini,
Inc.  which  is  located  in  downtown  Las  Vegas.  The  property  contains
approximately 37,000 square feet of gaming space, 805 slot machines and 20 table
games.  The  property  has  a 56-seat Burgundy Room restaurant, a 156-seat Lady
Luck  Express  Buffet  and  a  42-seat  Third  Street  Grill.

     The  downtown  Las Vegas market had gaming revenues of $613 million for the
twelve  months  ended  April  2001.  We  believe  that  the  Lady Luck Las Vegas
attracts  customers  primarily from Southern California and the Mid-West portion
of  the  United  States.


<PAGE>
OTHER  OPERATIONS

Pompano  Park

     In  1995,  we  acquired  Pompano  Park,  a  harness racing track located in
Pompano  Beach,  Florida, midway between Miami and West Palm Beach. Pompano Park
is  the only racetrack licensed to conduct harness racing in Florida. During the
fiscal  year ending April 2001, Pompano Park conducted 149 live racing programs.
Pompano  Park  also  offers daily "full card" simulcasting and wagering on other
harness  races.

     Pompano  Park  is conveniently located off of Interstate 95 and the Florida
Turnpike on a 220-acre owned facility. Pompano Park can accommodate up to 14,500
customers  and  has  4,000  parking  spaces and 980 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.

TRADEMARKS

     We own trademarks associated with the following names included in this
document: Isle of Capri, Tradewinds,  Farraddays',  Calypso's,  Inn at the
Isle, Island Gold, Isle Style, and  Lady  Luck.  We  have  applied  for  a
trademark  for  Rhythm  City.  In addition, we have trademark applications
pending with respect to other marks used in this document.

     We  consider  our interests in all these marks and the name recognition
associated with these  marks to be extremely valuable to us and to our
operations and to further development  and  implementation  of  the  "Isle
of  Capri"  brand  and  theme.

COMPETITION

     We  face intense competition in each of the markets in which we operate. We
compete  directly  with  other  gaming  properties  in  Louisiana,  Mississippi,
Colorado,  Iowa,  Missouri,  and  Nevada,  and with gaming facilities located in
bordering  states, including Illinois. We expect this 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. Several of our competitors may have better name
recognition,  marketing  and  financial  resources than we do. We cannot predict
with  any  certainty  the  effects  of  existing  and  future competition on our
operating  results.

     We also compete with other forms of 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,  video  poker
terminals  and,  in  the  future, may compete with in-flight gaming or gaming at
other  venues.

<PAGE>

     We  also  compete with gaming operations in other gaming jurisdictions such
as  Atlantic  City, New Jersey. Our competition also includes casinos located on
Native  American  reservations  throughout  the  United  States,  which 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. Expansion of
existing  gaming  jurisdictions  and the development of new gaming jurisdictions
and  casinos  on  Native  American-owned lands will increase competition for our
existing  and  future operations. In addition, increased competition could limit
new  opportunities for us or result in the saturation of certain gaming markets.

     The  gaming  industry  is  subject to political and regulatory uncertainty.
Legislatures  in  the  states  in  which  we operate often consider legislation,
including  without limitation, tax legislation, which could adversely affect our
operations.  In  addition,  regulatory  bodies  in  states  in  which we operate
periodically  consider regulations, which could adversely affect our operations.
In  1996  the  federal government established the National Gambling Impact Study
Commission  to  study  gaming,  including  the  casino industry.  The Commission
issued  its  report  in  June  1999.

FUTURE  DEVELOPMENTS

Jefferson  County

     On July 26, 2000, the Missouri Gaming Commission preliminarily selected the
Company's  Jefferson County, Missouri project for development.  The project will
primarily  serve the South St. Louis metropolitan area.  The project is expected
to  include  a  35,000-square-foot  casino,  the  Isle's  standard  signature
restaurants,  a  200-room  hotel  and  an  entertainment complex.  Isle of Capri
expects  to  invest  approximately  $105 million in the project.  A town located
near  the  site  of  the  Company's  proposed  development has indicated that it
intends  to  condemn  and/or  annex  the  Company's  site  in  order  to prevent
development  of  the  project.  The  Company  intends to vigorously oppose these
efforts and has filed a declaratory judgment action challenging the town's right
to  condemn  and/or  annex  the  property.  Development  of the project has been
delayed.

St.  Mary  Parish,  Louisiana

     A  joint  venture in which we own 45% and have a management contract is one
of three competing entities that have applied to the Louisiana Gaming Commission
for  the issuance of a license to develop a project near Morgan City, Louisiana.
The  gaming commission is expected to make a decision by the end of summer 2001.

EMPLOYEES

     As  of April 29, 2001, we employed approximately 12,000 people.  We believe
that  our  relationship  with  our  employees  is  satisfactory.

REGULATORY  MATTERS

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.
<PAGE>

     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.

     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."

     Legislation  was  passed  during  the  most recent legislative session that
allowed  those  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%.  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;

-     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.

<PAGE>

     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:

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

-     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.   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 was issued its initial gaming license on December 22,
1993  and  received  a  five-year  renewal of the license on July 20, 1999.  The
Crown  Vessel  operated  at  the Isle-Lake Charles was issued its initial gaming
license on March 14, 1995 and received a five-year renewal on July 20, 1999. The
license to operate the Grand Palais was issued to a previous owner and the Grand
Palais  ceased  operations as a result of its bankruptcy. Isle of Capri acquired
the  Grand  Palais, which is operated at the Isle-Lake Charles, and was issued a
five-year  renewal  on  July  20,  1999.

     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.

     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.
<PAGE>

     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 most recent legislative session that allowed
those  riverboats  which  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. Isle of Capri has development agreements with the local governing
authorities in the jurisdictions in which it operates pursuant to which it makes
payments  in  lieu  of  boarding  fees.

     A  licensee  must  notify  and/or  seek  approval from the Louisiana Gaming
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. 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. Isle of Capri is an affiliated gaming
person of its 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 passed which provided for local option elections to be held in November 1996
which  gave  voters  in  each  parish within the state the opportunity to decide
whether  the  various  forms  of gaming permitted under Louisiana law, including
riverboat  gaming,  were permissible in each parish. In November 1996, voters in
Calcasieu  and Bossier parishes, the parishes in which the Isle-Lake Charles and
Isle-Bossier  City  are  located,  voted favorably to permit the continuation of
riverboat  gaming.

     During  the  1996 special session of the Louisiana legislature, legislation
was also enacted placing on the ballot for a statewide election a constitutional
amendment  limiting  the expansion of gaming. In October 1996, voters passed the
constitutional  amendment.  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 Isle of Capri's 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
Isle  of  Capri  and  its  Mississippi  gaming  operations.

     Isle  of Capri is registered as a publicly traded holding company under the
Mississippi Gaming Control Act. Isle of Capri's 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").
Subsidiaries of Isle of Capri have obtained gaming licenses from the Mississippi
Gaming  Authorities.  Isle  of  Capri's  future  gaming  operations  outside  of
Mississippi  are  also subject to approval by the Mississippi Gaming Commission.
The licenses held by Isle of Capri's 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 on June 23, 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  the subsidiaries of Isle of Capri that
operate  in  Mississippi.

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

     Isle  of  Capri  and  each  of  its  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 subsidiary of Isle of Capri
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 the operations of
Isle  of  Capri.
<PAGE>

     Certain officers and employees of Isle of Capri and the officers, directors
and  certain  key  employees  of Isle of Capri's Mississippi gaming subsidiaries
must be found suitable or be licensed by the Mississippi Gaming Commission. Isle
of  Capri  believes  that  all  required  findings of suitability related to all
Mississippi Isle of Capri 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 Isle of Capri 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  Isle  of  Capri and any of its
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  Isle  of  Capri.  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 Isle of Capri's 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 Isle of Capri's
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 public
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
license  within  30  days after being ordered to do so by the Mississippi Gaming
Commission  may  be  found unsuitable. Isle of Capri believes that compliance by
Isle  of  Capri with the licensing procedures and regulatory requirements of the
Mississippi  Gaming  Commission  will  not  affect  the marketability of Isle of
Capri's  securities.  Any  person  found  unsuitable  and who holds, directly or
indirectly,  any  beneficial ownership of Isle of Capri's securities beyond such
time  as  the  Mississippi  Gaming  Commission  prescribes  may  be  guilty of a
misdemeanor. Isle of Capri is subject to disciplinary action if, after receiving
notice  that  a  person  is  unsuitable to be a stockholder or to have any other
relationship  with  Isle  of  Capri  or  its  subsidiaries  operating casinos in
Mississippi,  Isle  of  Capri:

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

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

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

-     fails  to  pursue  all  lawful efforts to require the unsuitable person to
divest  himself  of  the  securities,  including,  if  necessary,  the immediate
purchase  of  the  securities  for  cash  at  a  fair  market  value.
<PAGE>

     Isle  of  Capri  may  be  required  to  disclose  to the Mississippi Gaming
Commission  upon request the identities of the holders of any of Isle of Capri's
debt  securities.  In  addition,  under  the Mississippi Gaming Control Act, the
Mississippi  Gaming  Commission  may,  in its discretion, (1) require holders of
Isle  of  Capri's  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 Isle of
Capri  may  not  occur  without  the  prior  approval  of the Mississippi Gaming
Commission.  Mississippi  law  prohibits  Isle  of  Capri  from  making a public
offering  of  its  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 Isle of Capri, subject
to  renewal  every  two  years.

     Regulations  of  the  Mississippi  Gaming  Commission  prohibit  certain
repurchases  of  securities  of publicly traded corporations registered with the
Mississippi  Gaming  Commission,  including  holding  companies  such as Isle of
Capri, 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.

     Isle  of  Capri  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. Isle of Capri must render
maximum  assistance  in  determining  the  identity  of  the  beneficial  owner.

     Mississippi  law  requires that certificates representing shares of Isle of
Capri  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 Isle of Capri has obtained. The
Mississippi  Gaming  Commission, through the power to regulate licenses, has the
power  to  impose  additional  restrictions  on  the  holders of Isle of Capri's
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.
<PAGE>

     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 over $50,000 and less
than  $134,000  per  calendar  month,  and 8% of gross revenue over $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 Isle of Capri's 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 over $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
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. Isle of Capri believes that all of
its  Mississippi  Gaming  Subsidiaries  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 Isle of Capri's 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 officers and managers of
Isle  of  Capri  and its 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.

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
(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
issue  certain  types  of licenses and approve certain changes in ownership. The
licenses  are  revocable  and  non-transferable.  The Isle of Capri Black Hawk's
failure  or inability, or the failure or inability of others associated with the
Isle  of  Capri  Black  Hawk,  including  Isle of Capri Casinos, Inc. and 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  of  Capri  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 that three retail gaming licenses in Colorado. The
Colorado  Commission has ruled that a person does not have an ownership interest
in  a  retail  licensee  for  purposes  of  the multiple license prohibition if:

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

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

-     an  institutional  investor  has  less  than a five percent (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 five
percent  (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  in street name or otherwise, and exercises voting
rights  for less than five percent (5%) of the outstanding voting securities
securities  or  of  a  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  possesses a voting interest in less than five percent (5%) of the
outstanding  voting securities stock 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 five percent (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 five percent (5%) of the
outstanding  voting  securities of a publicly traded licensee or publicly traded
company  affiliated  with  a  licensee;  or

-     a  person owns less than five percent (5%) of the outstanding voting
securities  of thepublicly traded licensee or publicly traded company affiliated
with  a  licensee.

     Hence,  our  business  opportunities,  and  those  of persons with an
"ownership interest" in Isle of Capri Casinos, Inc., Casino America of Colorado,
Inc.  or the Isle of Capri 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 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  five  percent  (5%)  of  the  outstanding voting securities of a
publicly  traded  licensee  or publicly traded affiliated company of a licensee.
<PAGE>

     The  Isle  of  Capri Casinos, Inc. is 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, Isle of Capri Casinos, Inc. 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 ten percent (10%) or more of a direct or
indirect  beneficial  ownership or interest in Isle of Capri Black Hawk, through
their  beneficial  ownership  of any class of voting securities of Isle of Capri
Casinos,  Inc,  Casino  America  of  Colorado, Inc. or Isle of Capri Black Hawk,
Those  persons  must  report  their  interest  within  ten  (10)  days  and file
appropriate  applications  within  45 days after acquiring interest. Persons who
directly or indirectly beneficially own five percent (5%) or more (but less than
10%)  of  a direct or indirect beneficial ownership or interest in Isle of Capri
Black Hawk, through their beneficial ownership of any class of voting securities
of  Isle  of  Capri Black Hawk, Isle of Capri Casinos, Inc. or Casino America of
Colorado, Inc., must report their interest to the Colorado Commission within ten
(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 five percent (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,  at  the Colorado Commission's discretion, may be permitted to own up
to  14.99% of Isle of Capri Black Hawk through their beneficial ownership in any
class  of  voting  of  security  of  Isle of Capri Black Hawk, Casino America of
Colorado,  Inc.,  or  Isle  of  Capri Casinos, Inc., 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 $57 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 five percent (5%) or
greater  interest  or  a  controlling  interest  in  a  licensed publicly traded
corporation;  (4)  all  general  partners and all limited partners of a licensed
partnership;  (5)  all  persons  which 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.
<PAGE>

     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
Isle  of  Capri Casinos, Inc., Casino America of Colorado, Inc. or Isle of Capri
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, reguire
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,  noteholders,  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
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 Isle of Capri Casinos,
Inc., Casino America of Colorado, Inc. or Isle of Capri Black Hawk, then Isle of
Capri  Casinos,  Inc.,  Casino America of Colorado, Inc., or Isle of Capri 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 Isle of Capri
Casinos,  Inc., 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 of Capri Black Hawk may repurchase
its  voting  securities  from  anyone found unsuitable at the lesser of the cash
equivalent  to  the  original  investment  in  Isle  of Capri 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 Isle of Capri Casinos, Inc., to file for a
finding of  suitability  if  required  by  the  Colorado  Commission.
<PAGE>

     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 Isle of
Capri  Casinos,  Inc.,  Casino  America of Colorado, Inc. or Isle of Capri 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 of Capri 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.

     Isle  of  Capri  Black Hawk must meet specified architectural requirements,
fire  safety  standard  and  standard  for access for disabled persons.  Isle of
Capri  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 of Capri 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 of Capri Black
Hawk  may  not  provide  credit  to  its  gaming  patrons.

     A  licensee  is  required  to provide information and file periodic reports
with  the  Colorado  regulators,  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 regulators.  Any
person  licensed  by  the  Colorado  Commission  and  any associated person of a
licensee  must  report criminal convictions and criminal charges to the Colorado
regulators.

     The Colorado regulators have 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 an including $5 million, 11%
over  $5  million  up to and including $10 million, 16% over $10.0 million up to
and  including $15.0 million and 20% on adjusted gross gaming proceeds in excess
of $15 million.  The City of Black Hawk has imposed an annual device fee of $750
per  gaming  device  and  may  revise  same  from  time  to  time.

     In  November  2000,  voters  approved  a  law  that would allow Colorado to
participate  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 of Capri Black Hawk, through their ownership
of  Casino  America  of Colorado, Inc. or Isle of Capri Casinos, Inc., 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 of Capri Black Hawk, Casino America of Colorado,
Inc. and Isle of Capri Casinos, Inc.  Isle of Capri Black Hawk holds a hotel and
restaurant  liquor  license  for  its  casino,  hotel and restaurant operations,
rather  than  a  gaming  tavern  license.  Accordingly,  no  person  directly or
indirectly  interested in Isle of Capri 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  which hold a gaming tavern
license.

<PAGE>

Iowa

Iowa  Gaming  Regulations

     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  which,  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").

     On  August  11,  1994,  the  Riverbend Regional Authority, a not-for-profit
corporation  organized  for  the  purpose  of  facilitating  riverboat gaming in
Bettendorf,  Iowa,  entered  into  an  operator's  contract  with  the Lady Luck
Bettendorf,  L.C.  authorizing  Lady  Luck Bettendorf, L.C. to operate riverboat
gaming  operations  in  Bettendorf.  The initial term of the operator's contract
was  for  three  years.  As successor in interest to Lady Luck Bettendorf, L.C.,
Isle-Bettendorf  has  the  right to renew the contract for succeeding three-year
periods  as  long as Scott County voters approve gaming in the jurisdiction. The
operator's  contract  was  renewed  effective  September  1,  1998.  Under  the
operator's contract, Isle-Bettendorf pays the Riverbend Regional Authority a fee
equal  to  4.1  %  of the adjusted gross receipts. Further, pursuant to statute,
Isle-Bettendorf  generally  must  pay  a  fee to the City of Bettendorf equal to
1.65%  of  adjusted  gross  receipts.

          On  June  10,  1994,  the  Marquette  Gaming  Corporation  n/k/a Upper
Mississippi  Gaming  Corporation, a not-for-profit corporation organized for the
purpose  of  facilitating  riverboat  gaming  in  Marquette, Iowa entered into a
management  agreement  for the Miss Marquette for a period of twenty-five years.
Under  the management agreement, the non-profit organization is to be paid a fee
of  $.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 per passenger, plus a fixed amount of
$15,000  per  month  and  2.5% of gaming revenues (less state wagering taxes) in
excess  of  $20,000,000  up  to  $40,000,000;  5% of gaming revenues (less state
wagering  taxes)  in excess of $40,000,000 up to $60,000,000; and 7.5% of gaming
revenues  (less  state  wagering  taxes)  in  excess  of  $60,000,000.

     In  1994,  Iowa  amended the enabling legislation removing several previous
restrictions  including  loss and wager limits and restrictions on the amount of
space  on  a  vessel that may be utilized for gaming. Current 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 on April 7, 1994, with 80% voting in favor
of  passage  and  authorizing  casino  gaming in Bettendorf for a period of nine
years from the issuance date of the license.  Similarly, a referendum was passed
in  Clayton  County  with approximately 60% voting in favor of passage.  Another
referendum  cannot be held until 2002 and if approved, subsequent referenda will
occur  at  eight-year  intervals.

     On January 20, 2000 the Iowa Gaming Commission granted both Isle-Bettendorf
and  Isle-Marquette  gaming  licenses.  Each  license was for an initial term of
thirteen  months  beginning  on  March  1, 2000, and was renewed in 2001, is not
transferable  and  will  need to be renewed in March 2002 and at the end of each
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.
<PAGE>

     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. Any contract in
excess  of  $50,000  must  be  submitted  to  and  approved  by  the Iowa Gaming
Commission.

Missouri

     Conducting  gambling games and operating a gaming riverboat in Missouri are
subject  to  extensive regulation under the Missouri Riverboat Gambling Act (the
"Act")  and  the  rules  and  regulations  promulgated thereunder.  The Missouri
Gaming  Commission (the "Commission") is charged with such regulatory authority,
including  the  issuance  of riverboat gaming licenses. IOC-Kansas City, Inc., a
subsidiary  of  the  Company,  has  been issued a license in connection with our
Kansas City operation, and we have additional applications pending in connection
with  the  Boonville  project  and  our  development  in  Jefferson  County.

     In  order  to obtain a gaming license, applicants must submit comprehensive
application  forms  and  undergo  extensive  background  investigation  by  the
Commission.  An  applicant  will not receive a license to conduct gambling games
and  to  operate an excursion gambling boat if the applicant has not established
its  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  other: (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;
(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 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  Act.
<PAGE>

     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 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  Commission's  approval.

     Every  employee  participating in a riverboat gaming operation must hold an
occupational  license.  In  addition, the 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.

     Even  if  continuously docked, licensed riverboats must establish and abide
by  a  cruise schedule. Riverboat cruises are generally required to be a minimum
of  two  hours.  They  may disembark at any time. 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.  Pursuant to a law that was passed during the 2000
legislative  session,  effective  August  28,  2000,  cash  must be converted to
electronic  credits  that may be utilized 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  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  education  assistance  fund.

     The  Act  also  requires  that  licensees  pay a $2.00 admission tax to the
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.

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 149 live
evening  performances  for  the  season beginning July 1, 2001 to June 30, 2002.
Although Isle of Capri does not presently intend to conduct quarter horse racing
operations  at  Pompano  Park,  it  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.

     Chapter 550 of 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.  Isle  of  Capri believes that simulcast rights at Pompano
Park  and  the  recent  changes  in the Florida Statute are important to Pompano
Park's  operating  results.

     Effective  January  1,  1997,  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.

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.  The  Company  is 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) to provide a source of state and local revenues
through  taxation  and  licensing  fees.  Change  in  such laws, regulations and
procedures  could  have  an  adverse  effect on the Company's gaming operations.

     The Company's subsidiary that conducts gaming operations in Nevada, 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.  LL
Holding  Corporation  ("LLHC")  is registered as an intermediary company and has
been  found  suitable to own the stock of the Gaming Subsidiary.  The Company is
registered  by  the  Nevada  Commission  as  a  publicly  traded  corporation
("Registered Corporation") and has been found suitable to own the stock of LLHC.
Gemini  is  a  corporate  licensee and LLHC is a registered intermediary company
(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.  The  Company  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, the Company 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  the  Company  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 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 the Company or the Gaming Subsidiaries, the companies involved
would have to sever all relationships with such person.  In addition, the Nevada
Commission  may  require the Company 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.
<PAGE>

     The  Company  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  the Company 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,  the Company, 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 Casino 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 the
Company's  gaming  operations.

     Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be investigated,
and  have  his  suitability  as  a  beneficial  holder  of  the Company's 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 the Company's voting securities to report the acquisition to the
Nevada  Commission.  The Nevada Act requires that beneficial owners of more than
10%  of  the  Company's  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 the Company's 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  the  board of directors of the Company, any change in the Company's
corporate charter, bylaws, management, policies or operations of the Company, or
any  of  its  gaming affiliates, or any other action which the Nevada commission
finds  to  be  inconsistent  with  holding  the  Company's voting securities for
investment  purposes  only.  Activities  which 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 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.  The Company is subject
to  disciplinary action if, after it receives notice that a person is unsuitable
to  be  a stockholder or to have any other relationship with the Company, it (i)
pays that person any dividend or interest upon voting securities of the Company,
(ii)  allows  that  person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pays remuneration in any
form  to that person for services rendered or otherwise, or (iv) fails 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.
<PAGE>

     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 it
has  reason  to  believe.  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.

     The  Company  is 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.  The  Company  is  also  required  to render maximum
assistance  in  determining  the  identity  of the beneficial owner.  The Nevada
Commission  has  the power to require the Company's 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 the
Company.

     The  Company  may  not make a public offering of its 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.  On  August  24, 2000, the Nevada Commission granted the Company prior
approval  to  make public offerings for a period of one year, 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  the  Company ("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,  the Company 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.  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 the Company through merger, consolidation, stock or
asset  acquisitions,  management or consulting agreements, or any act or conduct
by a person whereby he 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 Corporation 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  environmental  for  the  orderly  governance of
corporate  affairs.  Approvals  are, in certain circumstances, required from the
Nevada  Commission before the Company 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 the Company's
Board of Directors in response to a tender offer made directly to the Registered
Corporation's  stockholders  for  the  purposes  of  acquiring 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.
<PAGE>

     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  in  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.

NON-GAMING  REGULATION

     Isle  of  Capri  is  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.  Isle  of  Capri has not made, and does 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  Isle  of  Capri's operations. For example, in 1990 the U.S. Congress enacted
the  Oil  Pollution  Act of 1990 to consolidate and rationalize mechanisms under
various  oil  spill  response  laws.  The  Department  of  Transportation  has
promulgated  regulations  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 require 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.

     Permanently  moored  vessels  such  as  the  casino  barges utilized at our
Mississippi  and  Missouri  properties  are not required to hold Certificates of
Documentation  and Inspection from the U.S. Coast Guard. However, the barges are
inspected  by  a  third party and certified with respect to stability and single
compartment  flooding  integrity.  Our  casino  barges  in  Mississippi  must be
inspected  every  two  years and must also meet the fire safety standards of the
Mississippi  Fire Prevention Code and the Life Safety Code and the Standards for
the  Construction  and  Fire Protection of Marine Terminals, Piers and Wharfs of
the  National  Fire  Protection  Association. We would incur additional costs if
either  of  its Mississippi 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
Isle  of  Capri  if  it  fails  to  comply  with  these  regulations.

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

<PAGE>



ITEM  2.        PROPERTIES

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 which 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.

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.

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
Isle-Natchez.  Unless  terminated by us at an earlier date, the lease expiration
dates  vary  from  2001-  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.

Isle-Bossier  City

     We own approximately 38 acres of land in Bossier City, Louisiana for use in
connection  with the Isle-Bossier City and own a 234-room hotel on approximately
10.5  acres  of  land  located  2.5  miles  east  of  the  Isle-Bossier  City.

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  $1.3 million per year and is subject to increases
based  on  the  Consumer Price Index and construction of hotel facilities on the
property.
<PAGE>

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.

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
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  Rhythm  & Blues hotel.  We also own approximately 100 acres in Coahoma
County,  which  may  be  utilized  for  future  development.

Isle-Kansas  City

     We  lease  approximately  28  acres  from the Kansas City Port Authority in
connection  with the operation of the Flamingo Casino.  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.

Isle-Black  Hawk

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

Isle-Bettendorf

     We  own  approximately  24.6  acres  of  land  in  Bettendorf, Iowa used in
connection  with the operations of Isle-Bettendorf.  We also lease approximately
8  acres  of land from an entity owned by members of Bernard Goldstein's family,
including  Robert  Goldstein, which we utilize for parking.  The initial term of
the lease expires 60 days after written notice is given to either party and rent
under  the  lease  is  currently  $20,000  per  month.

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  1 acre of land located several blocks northeast of the Rhythm
City-Davenport.

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 $.50 per passenger, plus a
percentage  of gaming revenues less state wagering taxes that exceed $20,000 per
year.  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.

<PAGE>
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 an 805-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  owned  an  office  in  Baton  Rouge,  Louisiana  that  was
previously  utilized  as  a  regional  office  for  our  Louisiana  properties.

     The  Company  has  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 judgment was
rendered  in  our  favor on September 16, 1999 by the lower court.  The case has
been  reversed  on  appeal.  We  intend  to  vigorously  defend  this  suit.

     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 payments the Company is alleged to have been
required  to  make  aggregate  approximately  2.1  billion  drachma  (which  was
approximately  $5.5  million  as  of  April 29, 2001 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 of approximately $2.7 million.  Although the
court  granted  our  motion  for summary judgment and dismissed the lawsuit, the
matter  is  subject to appeal by the plaintiff.  Accordingly, the outcome cannot
be  predicted  with any degree of certainty.  We intend to vigorously defend the
claims  asserted  in  this  action.

     We  are  currently  involved  in  an  arbitration proceeding concerning the
amount  of  payments  owed to a party which had an interest in property owned by
the  Company  located  in  Lula,  Mississippi.  The claimant is seeking payments
based  upon  gross revenue from our Lula, Mississippi facility.  We dispute this
claim  and believe that our responsibility is limited to payments that are fixed
in  amount.  We  intend  to  vigorously  defend  the  claim  asserted  in  this
proceeding.

     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 September 15, 2000 at which
time  the  following  matters  were  submitted  to  a  vote of the stockholders:

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

     (2)     To  approve the Company's 2000 Long-Term Stock Incentive Plan;

     (3)     To  approve  the  Company's  Deferred  Bonus  Plan;  and

     (4)     To  approve  the  Company's  selection  of Ernst & Young LLP as the
             Company's  independent  auditors  for the fiscal year ending April
             29,  2001.

                    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 .  28,008,559   546,656        -
John M. Gallaway. .  28,178,356   376,859        -
Allan B. Solomon. .  28,177,360   377,855        -
Robert S. Goldstein  28,110,622   444,593        -
Allan J. Glazer . .  28,164,790   390,425        -
Emanuel Crystal . .  28,175,896   379,319        -
Randolph Baker. . .  28,177,468   377,747        -
</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
-----------------------------------  ----------  --------  ---------

2000 Long-Term Stock Incentive Plan  24,282,929    12,322  4,259,964
Deferred Bonus Plan.. . . . . . . .  27,852,882     9,797    692,536
Selection of Ernst & Young LLP. . .  28,545,642     5,288      4,285
</TABLE>






<PAGE>
                                     PART II
                                     -------

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

     (a)  Market Information.  The following table presents the high and low bid
          ------------------
quotations  for  our  Common Stock as reported on the NASDAQ National Market for
the  fiscal  periods  indicated.  The  quotations  reflect  interdealer  prices,
without  retail mark-up or commissions, and may not necessarily represent actual
transactions.

<TABLE>
<CAPTION>



<S>                                      <C>     <C>
Fiscal Year Ended April 28, 2002. . . .  HIGH    LOW
                                         ------  ------
  First Quarter (through July 20, 2001)  $10.50  $ 7.49

Fiscal Year Ended April 29, 2001
  First Quarter . . . . . . . . . . . .  $17.75  $12.44
  Second Quarter. . . . . . . . . . . .   11.00   10.00
  Third Quarter . . . . . . . . . . . .    8.88    8.59
  Fourth Quarter. . . . . . . . . . . .    9.05    8.70

Fiscal Year Ended April 30, 2000
  First Quarter . . . . . . . . . . . .  $ 8.69  $ 5.75
  Second Quarter. . . . . . . . . . . .   13.00    7.50
  Third Quarter . . . . . . . . . . . .   14.06    9.88
  Fourth Quarter. . . . . . . . . . . .   16.25   10.38
</TABLE>





(b)     Holders  of  Common  Stock.  As of July 20, 2001, there were
        --------------------------
1,234  holders  of  record  of  the  Common  Stock.

(c)     Dividends.  Isle  of  Capri has never paid any dividends with respect to
        ---------
its  Common  Stock and the current policy of the Board of Directors is to retain
earnings  to  provide  for  the  growth  of the company. In addition, our Senior
Credit Facility and the indenture governing our Senior Subordinated Notes limits
our  ability  to  pay  dividends.  See  "Item  8-Index to Consolidated Financial
Statements-Isle  of  Capri  Casinos,  Inc.-Notes  to  Consolidated  Financial
Statements-Note  9."  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  FINANCIAL  DATA.

     The  following  table presents our selected consolidated financial data for
the  five  most  recent fiscal years. This data is 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" and
the  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>



<S>                                           <C>                                            <C>          <C>          <C>
                                                                                 FISCAL YEAR ENDED
                                                                APRIL 29,       APRIL 30,    APRIL 25,    APRIL 26,
                                                                  2001 (1)     2000 (2)     1999 (3)     1998 (4)
                                              ---------------------------------------------  -----------  -----------  -----------
INCOME STATEMENT DATA: . . . . . . . . . . . . . . . . . . . . . . . . (dollars in millions, except per share data)
Net revenue (5). . . . . . . . . . . . . . .  $                    982.8   $    646.7   $    456.9   $    416.8

Operating income . . . . . . . . . . . . . .                       145.7        113.5         68.7         61.1
Net income (loss) before extraordinary item.                        25.1         32.1         12.1          7.5
Net income (loss). . . . . . . . . . . . . .                        25.1         31.1        (24.2)         7.5

Net income (loss) before extraordinary item
per common share
Basic. . . . . . . . . . . . . . . . . . . .                        0.84         1.22         0.51         0.32
Diluted. . . . . . . . . . . . . . . . . . .                        0.80         1.15         0.51         0.32
Net income (loss) per common share
Basic. . . . . . . . . . . . . . . . . . . .                        0.84         1.18        (1.03)        0.32
Diluted. . . . . . . . . . . . . . . . . . .                        0.80         1.11        (1.01)        0.32

BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . . . . .  $                  1,378.8   $  1,305.5   $    676.5   $    615.7
Long-term debt, including current portion. .                     1,039.1        962.9        532.8        442.1
Stockholders' equity . . . . . . . . . . . .                       166.0        155.5         62.0         86.1


<S>                                           <C>

                                              APRIL 27,
                                                    1997
                                              -----------
INCOME STATEMENT DATA:
Net revenue (5). . . . . . . . . . . . . . .  $    365.8

Operating income . . . . . . . . . . . . . .        28.5
Net income (loss) before extraordinary item.        (8.8)
Net income (loss). . . . . . . . . . . . . .       (21.1)

Net income (loss) before extraordinary item
per common share
Basic. . . . . . . . . . . . . . . . . . . .       (0.39)
Diluted. . . . . . . . . . . . . . . . . . .       (0.39)
Net income (loss) per common share
Basic. . . . . . . . . . . . . . . . . . . .       (0.94)
Diluted. . . . . . . . . . . . . . . . . . .       (0.94)

BALANCE SHEET DATA:
Total assets . . . . . . . . . . . . . . . .  $    528.4
Long-term debt, including current portion. .       379.5
Stockholders' equity . . . . . . . . . . . .        78.0
</TABLE>


(1)  The  data presented for fiscal years prior to fiscal 2001 is not comparable
to  Fiscal  2001  presented because they do not include the operating results of
Isle-Kansas City which we acquired on June 6, 2000, Gemini, Inc. ("Lady Luck Las
Vegas")  which  we  acquired  on September 12, 2000, and Rhythm City - Davenport
which  we  acquired  on  October  10,  2000.

(2)  The  data presented for fiscal years prior to fiscal 2000 is not comparable
to  other periods presented because they do not include the operating results of
Isle-Tunica  which  opened  July  26,  1999  and  on  March 2, 2000, we acquired
Isle-Natchez,  Isle-Lula,  Isle-Bettendorf,  and  Isle-Marquette.

(3)  The data presented for fiscal years prior to fiscal 1999 are not comparable
to  other periods presented because they do not include the operating results of
Isle-Black  Hawk  that  opened  December  30,  1998.

(4)  The  operating  results  for  fiscal years 1997 are not comparable to other
periods  presented  because  the  Isle-Bossier  City  and Isle-Lake Charles were
accounted  for  under the equity method until August 6, 1996, when the remaining
interests  in  these facilities were acquired by Isle of Capri. In addition, the
earnings  per  share amounts prior to fiscal 1998 have been restated as required
to comply with Statement of Financial Accounting Standards No. 128, Earnings Per
Share.

(5)  Net  revenue  is  presented net of complimentaries, slot points expense and
cash  coupon  redemptions.  Slot points expense and cash coupon redemptions were
previously  charged  to  marketing  expense.

<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.

     The  following  discussion includes "forward-looking statements" within the
meaning  of  section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  In particular,
statements  concerning  the  effects  of  increased competition in the Company's
markets,  the effects of regulatory and legislative matters, the Company's plans
to  make  capital  investments at its facilities, including, without limitation,
considerations  to  obtain  approvals  for  a  new  project  in  the  St.  Louis
metropolitan area, development of the Isle-Boonville in Boonville, Missouri, and
the  expansion  of  amenities  at all facilities are forward looking statements.
Although the Company believes that the expectations are reasonable, there can be
no assurance that such expectations are reasonable or that they will be correct.
Actual  results may vary materially from those expected.  Important factors that
could  cause  actual  results  to  differ  with respect to the Company's planned
capital  expenditures principally include a lack of available capital resources,
construction  and development risks such as shortages of materials or labor, and
unforeseen  delays  resulting  from  a  failure  to  obtain necessary approvals.

GENERAL

     Isle  of  Capri's results of operations for the fiscal year ended April 29,
2001 reflect the consolidated operations of all of Isle of Capri's subsidiaries,
including  the  Isle-Biloxi,  the  Isle-Vicksburg,  the  Isle-Natchez,  the
Isle-Bossier  City,  the  Isle-Lake Charles, the Isle-Tunica, the Isle-Lula, the
Isle-Black  Hawk,  the  Isle-Bettendorf,  the  Isle-Marquette  and Pompano Park.
Results  also include the Isle-Kansas City subsequent to its purchase on June 6,
2000,  Lady  Luck Las Vegas subsequent to its purchase on September 12, 2000 and
Rhythm  City-Davenport  subsequent  to  its  purchase  on  October  10,  2000.

      Isle  of Capri's results of operations for the fiscal year ended April 30,
2000  include  approximately  two  months  of  operating  results  from  the
Isle-Bettendorf  and  Isle-Marquette,  Iowa,  Isle-Lula  and  Isle-Natchez,
Mississippi.  These casinos were acquired through Isle of Capri's acquisition of
Lady  Luck  Gaming  Corporation, BRDC, Inc. and other related assets on March 2,
2000.  Prior  to  March  2,  2000,  the  results  of  operations  reflect  the
consolidated  operations  of  all of Isle of Capri's subsidiaries, including the
Isle-Biloxi,  the  Isle-Vicksburg, Isle-Bossier City, the Isle-Lake Charles, the
Isle-Black  Hawk,  Pompano  Park  and the Isle-Tunica that opened July 26, 1999.

     Isle of Capri believes that its historical results of operations may not be
indicative  of  its  future  results  of  operations  because of the substantial
present and expected future increase in competition for gaming customers in each
of  Isle  of Capri's markets, as new casinos open and existing casinos add to or
enhance  their  facilities.

     Isle  of  Capri  also  believes  that its operating results are affected by
seasonality  and  weather.  Seasonality  has  historically  caused the operating
results  for Isle of Capri's first and fourth fiscal quarters ending in July and
April,  respectively, to be better than the operating results for the second and
third  fiscal  quarters  ending  October  and  January,  respectively.

RESULTS  OF  OPERATIONS

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 $1,178.3
million, 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 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
Isle-Black  Hawk  and  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, Lady Luck-Las Vegas, and the
Rhythm  City-Davenport,  and  the  opening  of  new  hotels  at Isle-Black Hawk,
Isle-Tunica  and  Isle-Lake  Charles.  Pari-mutuel  commissions  and  fees  have
remained  stable  compared  to  the  prior  year.
<PAGE>

     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,  Isle-Bossier  City,  Isle-Biloxi,  Isle-Vicksburg,
Isle-Natchez,  Isle-Lula,  Isle-Bettendorf,  Isle-Marquette,  Isle-Tunica,
Isle-Black  Hawk, Lady Luck Las Vegas and 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,  Isle-Bossier City, Isle-Biloxi,
Isle-Vicksburg,  Isle-Lula,  Isle-Bettendorf,  Isle-Natchez  and 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 during the
most  recent  Louisiana  legislative  session  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 in fiscal
2001  compared to $16.4 million in fiscal 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 Isle-Lake Charles and Isle-Tunica and the newly acquired outlets at
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 the Isle of Capri and
continued  expansion  of  Isle  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.

     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
the  Isle  of  Capri  and  continued  expansion  of  Isle  facilities,  but as a
percentage  of  net  revenue  have  slightly  decreased.
<PAGE>

     Preopening  expenses  of  $.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  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 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
(see  footnote  6),  a  $1.4  million  buyout of the Crowne Plaza license at the
Isle-Biloxi,  and  a  $.9  million loss relating to the write off of the theater
production  contracts  at  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 29, 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  $.7  million  and  interest  income of $.2 related to
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  $.4  million  in  fiscal  2000.

     Isle  of  Capri's results of operations for the fiscal year ended April 29,
2001  included  a gain on sale of assets of $.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  the Pompano Park, Inc.
facility.

     Isle  of  Capri's 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.


Fiscal  Year  Ended  April 30, 2000 Compared to Fiscal Year Ended April 25, 1999

     Gross  revenue for the fiscal year ended April 30, 2000 was $759.8 million,
which included $619.4 million of casino revenue, $24.8 million of rooms revenue,
$22.1 million of pari-mutuel commissions and $93.6 million of food, beverage and
other revenue. This compares to gross revenue for the previous fiscal year ended
April  25,  1999  of  $530.1  million,  which  included $424.4 million of casino
revenue, $19.1 million of room revenue, $21.4 million of pari-mutuel commissions
and $65.2 million of food, beverage and other revenue.  Casino revenue increased
$195.0  million or 45.9% primarily as a result of the inclusion of approximately
two  months  of operating results from the acquisition of Lady Luck, a full year
of operations at the Isle-Black Hawk (which commenced operations on December 30,
1998),  the  opening  of  a  305-room  hotel at the Isle-Bossier City, increased
market  share  at  the Isle-Lake Charles, the opening of the Isle-Tunica on July
26,  1999  and  a  full  year  of operating results from a 124-room hotel at the
Isle-Vicksburg (which opened in March 1999). Room revenue and food, beverage and
other  revenue have increased primarily as a result of the Lady Luck acquisition
and  the  increased number of hotel rooms. Pari-mutuel commissions and fees have
increased  slightly  compared  to  the prior year as a result of adverse weather
conditions  in  the  prior  fiscal  year.

     Casino  operating expenses for the fiscal year ended April 30, 2000 totaled
$116.1  million,  or  18.7% of casino revenue, versus $77.7 million, or 18.3% of
casino  revenue,  for  the fiscal year ended April 25, 1999.  These expenses are
primarily comprised of salaries, wages and benefits and other operating expenses
of  the  casinos.  Casino  operating  expenses  have  increased  slightly  as  a
percentage  of  casino revenue due to weak operating results at the Isle-Tunica.
<PAGE>

     Operating  expenses  for the fiscal year ended April 30, 2000 also included
room  expenses  of  $5.8  million  from  the  hotels  at  the Isle-Lake Charles,
Isle-Bossier  City,  Isle-Biloxi,  Isle-Vicksburg,  Isle-Lula,  Isle-Bettendorf,
Isle-Natchez  and Isle-Marquette. These expenses reflect those directly relating
to the cost of providing these hotel rooms. Other costs of the hotels are shared
with the casinos and are presented in their respective expense categories. Rooms
operating expenses as a percentage of rooms revenue increased from 20.5% for the
fiscal  year  ended  April 25, 1999 to 23.5% for the fiscal year ended April 30,
2000.  Room  expenses  and  room  expenses as a percentage of rooms revenue both
increased  primarily as a result of start up costs related to the opening of the
new 305 room deluxe Isle-Bossier City hotel in late June 1999. Additionally, the
hotels  acquired  through  the  Lady  Luck  acquisition  currently  have  higher
operating  expenses  than  the  Isle  of  Capri  Casino  hotels.

     State  and  local  gaming  taxes  paid  in Louisiana, Mississippi, Iowa and
Colorado totaled $122.6 million, or 19.8% of casino revenue, for the fiscal year
ended  April  30,  2000,  compared  to $86.9, or 20.5% of casino revenue for the
fiscal  year  ended April 25, 1999, which is consistent with each state's gaming
tax  rate  for  the  applicable  fiscal  years.

     Pari-mutuel operating costs of Pompano Park totaled $16.4 million in fiscal
2000  compared to $15.7 million in fiscal 1999.  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  increased from 73.7% for the fiscal year ended April 25, 1999 to 74.4% for
the  fiscal  year  ended  April  30, 2000. This increase is primarily related to
increased  competition  for  simulcasting  contracts  at  Pompano  Park.

     Food, beverage and other expenses totaled $19.1 million for the fiscal year
ended  April 30, 2000, compared to $14.2 million for the fiscal year ended April
25,  1999.  These  expenses  have  increased  as  a result of the opening of the
Isle-Black Hawk and the Isle-Tunica, as well as the Lady Luck acquisition. These
expenses  consist  primarily  of  the  cost  of  goods sold, salaries, wages and
benefits  and  operating  expenses  of  these  departments.  Food  and  beverage
operating  expenses  as  a  percentage  of  food,  beverage  and  other revenues
decreased  from 21.8% for the fiscal year ending April 25, 1999 to 20.4% for the
fiscal  year  ended  April  30,  2000.  Food and beverage operating margins were
lower primarily due to increased food cost related to certain seafood items that
are  featured  in  most  of  the  Company's  restaurants.

     Marine  and  facilities  expenses totaled $39.9 million for the fiscal year
ended  April  30, 2000, versus $28.2 million for the fiscal year ended April 25,
1999. These expenses include salaries, wages and benefits, operating expenses of
the  marine  crews,  insurance,  housekeeping  and  general  maintenance  of the
riverboats and floating pavilions. Marine and facilities expenses have increased
due  to  the  addition  of  several  new  and  acquired  facilities.  Marine and
facilities  expenses  as  a  percentage  of  net  revenue have remained level at
approximately  6.2%.

     Marketing  and  administrative expenses totaled $167.6 million, or 25.9% of
net revenue, for the fiscal year ended April 30, 2000, versus $121.0 million, or
26.5  %  of  net  revenue,  for the fiscal year ended April 25, 1999.  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 have increased as a dollar
amount  due primarily to the opening of the addition of several new and acquired
casino facilities, while these expenses as a percentage of total revenue remains
level  as  a  result  of  management's  expense  containment  programs.

     Preopening  expenses  of  $3.4  million for the fiscal year ended April 30,
2000,  and  $3.3  million  for  the  fiscal year ended April 25, 1999, represent
salaries, benefits, training, marketing and other non-capitalizable costs, which
were expensed in connection with the opening of the Isle-Tunica in July 1999 and
Isle-Black  Hawk  in  December  1998,  respectively.

     Depreciation and amortization expense was $42.3 million for the fiscal year
ended April 30, 2000 and $36.3 million for the fiscal year ended April 25, 1999.
These  expenses relate to property and equipment, berthing and concession rights
and  the  amortization  of  intangible  assets. The increase in depreciation and
amortization expense is consistent with the increase in fixed assets placed into
service  or  acquired.
<PAGE>

     Interest  expense  was  $55.6  million  for the fiscal year ended April 30,
2000,  net  of  capitalized interest of $2.4 million and interest income of $4.8
million,  versus  $45.7  million  for  the  year  ended  April  25, 1999, net of
capitalized  interest  of  $7.2  million  and  interest  income of $2.9 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  $10.8 million, net of
capitalized  interest of $1.1 million and interest income of $.4 million related
to  Isle-Black  Hawk  is  included in the fiscal year ended April 30, 2000. This
compares  to  interest  expense  of $5.2 million, net of capitalized interest of
$4.8 million and interest income of $.9 million, for the fiscal year ended April
25,  1999.

     Isle  of  Capri's effective tax rate was 44.3% prior to extraordinary items
for  the  fiscal  year  ended April 30, 2000 and 49.3% for the fiscal year ended
April  25,  1999,  which  includes  the  effects  of  non-deductible  goodwill
amortization  for  income  tax purposes. The effective tax rate decreased during
fiscal  2000  compared  to  fiscal 1999, as a result of increased taxable income
which  offsets  the  fixed  effects of the non-deductible goodwill amortization.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  29,  2001,  Isle of Capri had cash and cash equivalents of $76.7
million,  compared  to  cash  and  equivalents  of $168.0 million and short-term
investments  of  $39.0  million  (that  matured during fiscal 2001) at April 30,
2000.  The  $91.3 million decrease in cash and cash equivalents is the result of
$225.4  million  net  cash  used in investing activities, $74.2 million net cash
provided  by  operating  activities,  and  $59.9  million  net  cash provided by
financing  activities.

     Isle  of Capri invested $159.3 million in property and equipment during the
fiscal  year  ended  April  29,  2001  primarily  for  the  development  of  the
Isle-Boonville, construction of hotels at Isle-Black Hawk and Isle-Lake Charles,
construction  of  a  hotel  and  two  theaters at Isle-Tunica, conversion of the
former  Lady  Luck  properties  into Isle of Capri properties and renovations at
Isle-Kansas  City and Rhythm City-Davenport.  Isle of Capri also invested $111.4
million  in the acquisitions of Isle-Kansas City, Lady Luck Las Vegas and Rhythm
City  -  Davenport.  Isle  of  Capri  received  $39.0  million  from the sale of
short-term  investments.

     The  following  table  reflects  expenditures for property and equipment on
major  projects:


<TABLE>
<CAPTION>



<S>                      <C>                            <C>      <C>     <C>      <C>     <C>        <C>     <C>
                         COSTS ($IN MILLIONS)
                         -----------------------------
                                                                                    TOTAL
                                                                                    SPENT
                                                                  PRIOR  CURRENT     AS OF     NEXT     TOTAL
PROPERTY. . . . . . . .  PROJECT                                   YEAR     YEAR    4/29/01    YEAR    EXPECTED
-----------------------  -----------------------------  -------  ------  -------  ---------  ------    --------

Isle-Boonville. . . . .  Develop casino                          $    -     16.2  $    16.2  $ 47.3     $ 63.5
Isle-Tunica . . . . . .  Construct hotel & 2 theaters              11.3     31.4       42.7     1.9       44.6
Isle-Bossier City . . .  Construct hotel                           43.5        -       43.5       -       43.5
Lady Luck properties. .  Convert to Isle                            1.7     31.8       33.5     3.4       36.9
Isle-Lake Charles . . .  Construct hotel                           10.2     24.4       34.6     0.9       35.5
Isle-Black Hawk . . . .  Construct hotel                           20.8      7.1       27.9     0.4       28.3
Rhythm City - Davenport  Renovations                                  -     17.5       17.5     5.8       23.2
Isle-Kansas City. . . .  Renovations                                  -     12.6       12.6     4.0       16.6
Lady Luck Las Vegas . .  Renovations                                  -      1.4        1.4     1.5        3.0
All . . . . . . . . . .  Slot program                                 -        -          -    35.0       35.0
All . . . . . . . . . .  Maintenance                               17.1     16.8       33.9    26.0       59.9
                                                                 ------   ------  ---------  ------     ------
Total                                                            $104.6   $159.2  $   263.8  $126.2     $390.0
                                                                 ======   ======  =========  ======     ======

</TABLE>


     During  the fiscal year ended April 29, 2001, financing activities provided
net  cash of $59.9 million. Isle of Capri received $2.2 million in proceeds from
debt  and  $93.0  million, net, was borrowed under the Revolver. The Revolver is
due  March  2005 and is a variable rate debt instrument currently at an interest
rate  of  7.53%. Isle reduced the Senior Credit Facility and other debt by $19.0
million  and purchased 2.0 million shares of its common stock at a total cost of
$16.7  million.
<PAGE>

     On  May  3,  2000,  Isle  of  Capri  acquired  Isle-Boonville,  which  has
preliminary  approval to develop a gaming facility in Boonville, Missouri.  Isle
of  Capri  is  currently  developing  the  casino  project with a total expected
investment of approximately $63.5 million that includes the total purchase price
of  $11.5  million.  The  Company  expects to complete the project by the end of
2001.  A  significant  portion  of  the principal near term capital requirements
will  be  related  to  the  construction  of  the Isle-Boonville, of which $16.2
million  was  expended  as  of  April  29,  2001.

     On  June 6, 2000, Isle of Capri acquired Isle-Kansas City for $33.5 million
cash less certain assumed liabilities.  Isle of Capri is investing an additional
$16.6  million in this project, primarily to re-theme the casino into an Isle of
Capri.  This  project  is  substantially  complete, and as of April 29, 2001 the
Company  had  spent  $12.6  million.

     Isle  of  Capri completed the acquisition of the Lady Luck Las Vegas casino
and  hotel  on  September 12, 2000.  The acquisition price for the Lady Luck Las
Vegas  facility  was  $14.5  million.

     On October 10, 2000, the Company purchased the Rhythm City-Davenport from a
subsidiary  of  President  Casinos,  Inc.,  for $58.2 million.  Isle of Capri is
investing  up  to  an  additional  $23.2  million  in this project, primarily to
replace  the  existing  boat  and re-theme the casino into a Rhythm City Casino.
The  project is substantially complete, and as of April 29, 2001 the Company had
spent  $17.5  million.

     Isle of Capri is investing up to an estimated $36.8 million to re-theme the
Lady  Luck  casinos  into  Isle  of  Capri casinos.  As of April 29, 2001, $33.4
million  was  spent  on  this  project.

     Isle  of  Capri  anticipates  that capital improvements approximating $29.7
million will be made during fiscal  2002 to maintain its existing facilities and
remain  competitive  in  its  market.

     On July 26, 2000, the Missouri Gaming Commission preliminarily selected the
Company's  Jefferson County, Missouri project for development.  The project will
primarily  serve the South St.Louis metropolitan area.  The project is expected
to  include  a  35,000-square-foot  casino,  the  Isle's  standard  signature
restaurants,  a  200-room  hotel  and  an  entertainment complex.  Isle of Capri
expects  to  invest  approximately  $105 million in the project.  A town located
near  the  site  of  the  Company's  proposed  development has indicated that it
intends  to  condemn  and/or  annex  the  Company's  site  in  order  to prevent
development  of  the  project.  The  Company  intends to vigorously oppose these
efforts and has filed a declaratory judgment action challenging the town's right
to  condemn  and/or  annex  the  property.  Development  of the project has been
delayed.

          A joint venture in which Isle of Capri owns a 45% interest is one of
three applicants which has applied to  the  Louisiana  Gaming Control Board for
the issuance of a gaming license in Morgan  City,  Louisiana.  A  decision  is
expected  from  the Louisiana Gaming Control  Board  during  the  second  half
of  2001.

     All  of Isle of Capri's development plans are subject to obtaining permits,
licenses  and  approvals  from appropriate regulatory and other agencies and, in
certain  circumstances, negotiating acceptable leases.  In addition, many of the
plans  are preliminary, subject to continuing refinement or otherwise subject to
change.

     Isle  of Capri expects that available cash and cash from future operations,
as  well  as  borrowings  under its Amended and Restated Senior Credit Facility,
will  be  sufficient  to fund future expansion and planned capital expenditures,
service  debt and meet working capital requirements.  There is no assurance that
Isle  of  Capri  will have the capital resources to make all of the expenditures
described  above or that planned capital investments will be sufficient to allow
Isle  of  Capri to remain competitive in its existing markets.  In addition, the
Indenture governing the Senior Subordinated Notes restricts, among other things,
Isle  of Capri's ability to borrow money, create liens, make restricted payments
and  sell  assets.

     Isle  of  Capri's  Amended and Restated Senior Credit Facility, among other
things,  restricts  Isle  of  Capri's  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, the Amended
and  Restated  Senior  Credit  Facility  requires  Isle of Capri 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.

     On  June  18,  2001,  Isle of Capri exercised the option under its existing
$600  million  Amended  and  Restated  Credit  Agreement  to  add $50 million of
additional  term loans under the same terms, conditions and covenants.  Proceeds
from  the loans were used to reduce outstanding borrowings under Isle of Capri's
$125  million  revolving  loan  facility.

     Isle  of  Capri  must  repay  all  amounts  borrowed  under its Amended and
Restated  Senior  Credit  Facility  by March 2007.  Isle of Capri is required to
make quarterly principal payments on the $475.0 million term loan portion of its
Amended  and  Restated  Senior  Credit  Facility that began in March 2000.  Such
payments  were  initially $3.4 million per quarter and increase by $1.25 million
per  quarter  in  July  of each year that the term loan is outstanding beginning
July  2001.  In  addition,  Isle  of  Capri will be required to make substantial
quarterly  interest  payments  on  the  outstanding  balance  of its Amended and
Restated  Senior  Credit  Facility  and  interest  payments  of  $17.1  million
semi-annually  on  its  Senior  Subordinated  Notes.

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


<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. Isle of Capri's primary exposure to market
risk  is  interest  rate  risk  associated  with its Amended and Restated Senior
Credit  Facility.

          In  the  fourth quarter of fiscal 2001, the Company entered into three
interest  rate  swap  agreements  that  effectively  convert  portions  of  its
floating-rate  debt  to a fixed-rate basis for the next two to three years, thus
reducing  the  impact  of  interest  rate  changes  on  future interest expense.
Approximately  $150  million  or  32.5% of the Company's $461.3 million variable
rate term debt outstanding under its Amended and Restated Senior Credit Facility
was designated as the hedged items to interest rate swap agreements at April 29,
2001.

               The  Company  evaluates  the  effectiveness  of  these  hedged
transactions  on a quarterly basis.  The Company found no portion of the hedging
instruments  to  be  ineffective  during  the  year  ended  April  29,  2001.
Accordingly,  no  gain or losses have been recognized on these cash flow hedges.

     The  following  table  provides  information  at  April 29, 2001, about our
financial instruments that are sensitive to changes in interest rates. The table
presents  principal  cash  flows  (in  thousands)  and  related weighted average
interest  rates  by  expected  maturity  dates.


<TABLE>
<CAPTION>



<S>                                         <C>           <C>       <C>       <C>        <C>        <C>           <C>
Fiscal Year
(dollars in thousands)                             2002      2003      2004       2005       2006   THEREAFTER    TOTAL
----------------------                       ------------  --------  --------  ---------  ---------  ------------  --------
Liabilities
Long-term debt, including current portion

Fixed Rate . . . . . . . . . . . . . . . .  $     2,881   $ 2,350   $ 2,295   $ 77,420   $  1,402   $   396,766   $483,114

Avg. interest rate . . . . . . . . . . . .        9.441%    9.441%    9.439%     9.436%     8.759%        8.745%

Variable Rate. . . . . . . . . . . . . . .  $    18,055   $25,555   $29,397   $126,750   $191,750   $   164,500   $556,007

Avg. interest rate (1) . . . . . . . . . .            -         -         -          -          -             -


<S>                                         <C>
Fiscal Year                                 Fair Value
(dollars in thousands)                       4/29/01
----------------------                      --------
Liabilities
Long-term debt, including current portion

Fixed Rate . . . . . . . . . . . . . . . .  $452,514

Avg. interest rate

Variable Rate. . . . . . . . . . . . . . .  $556,007

Avg. interest rate (1)
</TABLE>





(1)  Interest  is  based upon, at our option, a one-, two-, three-, or six-month
LIBOR  rate plus a margin ranging from 1.75% to 3.625%, or the prime rate plus a
margin  ranging  from  0.75%  to  2.625%  for our term loan and revolving credit
facility.  The applicable margin on a portion of the debt is dependent upon Isle
of  Capri's  outstanding indebtedness and operating cash flow.  Also included in
variable  rate  debt  is a term loan held by Isle-Black Hawk bearing interest at
prime  rate  plus  a  margin  of  3.0%.





<PAGE>
ITEM  8.       INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.

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

Report of Independent Auditors                                              44
Consolidated Balance Sheets, April 29, 2001 and April 30, 2000              45
Consolidated  Statements  of  Operations,  Years ended April 29, 2001
  April 30, 2000 and April 25, 1999                                         47
Consolidated  Statements  of  Stockholders'  Equity, Years ended
  April 29, 2001, April  30,  2000 and  April  25,  1999                    48
Consolidated  Statements  of  Cash  Flows, Years ended April 29, 2001
  April 30, 2000 and April 25, 1999                                         49
Notes to Consolidated Financial Statements                                  51


<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 29, 2001 and April 30, 2000, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  ended  April  29,  2001,  April  30,  2000 and April 25, 1999. 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 29, 2001 and April 30, 2000, and the consolidated results
of  its  operations and its cash flows for the years ended April 29, 2001, April
30,  2000 and April 25, 1999, in conformity with accounting principles generally
accepted  in  the  United  States.


                                   ERNST  &  YOUNG  LLP

New  Orleans,  Louisiana
June  14,  2001


<PAGE>


<TABLE>
<CAPTION>



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

                    ASSETS                                                          April 29,    April 30,
                    ------                                                               2001         2000
                                                                                   -----------  ----------

Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   76,659   $  167,972
  Short term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -       39,044
  Accounts receivable:
     Related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -          307
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,203        6,343
  Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,700            -
  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14,536       15,167
  Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . .      16,359        9,500
                                                                                   -----------  ----------
      Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .     121,457      238,333
Property and equipment - net. . . . . . . . . . . . . . . . . . . . . . . . . . .     872,168      699,246
Other assets:
  Investment in and advances to joint ventures. . . . . . . . . . . . . . . . . .          39        1,914
  Property held for development or sale . . . . . . . . . . . . . . . . . . . . .       2,860        3,782
  Licenses and other intangible assets, net of accumulated amortization of
    $14,942 and $11,896, respectively.. . . . . . . . . . . . . . . . . . . . . .      62,918       91,100
  Goodwill, net of accumulated amortization of
    $21,509 and $11,721, respectively.. . . . . . . . . . . . . . . . . . . . . .     291,755      228,530
  Berthing, concession, and leasehold rights, net of accumulated amortization of
    $2,775 and $2,462, respectively . . . . . . . . . . . . . . . . . . . . . . .       3,493        3,806
  Deferred financing costs, net of accumulated amortization of $8,533 and
    $4,145, respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      21,856       25,466
  Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,300        5,556
  Prepaid deposits and other. . . . . . . . . . . . . . . . . . . . . . . . . . .       2,061        7,781
                                                                                   -----------  ----------
      Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,382,907   $1,305,514
                                                                                   ===========  ==========

                 See notes to consolidated financial statements
<PAGE>

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

                   LIABILITIES AND STOCKHOLDERS' EQUITY                             April 29,    April 30,
                   ------------------------------------                                  2001         2000
                                                                                   -----------  ----------

Current liabilities:
  Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . .  $   20,936   $   17,400
  Accounts payable:
     Trade. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22,635       24,407
     Related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -           95
  Accrued liabilities:
     Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,521       10,010
     Payroll and related. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      35,653       39,338
     Property and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . .      14,963       16,096
     Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -       10,661
     Progressive jackpots and slot club awards. . . . . . . . . . . . . . . . . .      12,616        9,033
     Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      43,222       34,996
                                                                                   -----------  ----------
    Total current liabilities.. . . . . . . . . . . . . . . . . . . . . . . . . .     159,546      162,036
Long-term debt, less current maturities.. . . . . . . . . . . . . . . . . . . . .   1,018,185      945,501
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      15,563       25,763
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,670        8,851

Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13,902        7,843
Stockholders' equity:
  Preferred stock, $.01 par value; 2,050 shares authorized; none issued.. . . . .           -            -
  Common stock, $.01 par value; 45,000 shares authorized; shares issued and
    outstanding: 30,615 at April 29, 2001 and 30,369 at April 30, 2000. . . . . .         306          304
  Class B common stock, $.01 par value; 3,000 shares authorized; none
    issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -            -
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . .     129,408      125,572
  Unearned compensation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1,800)           -
  Retained earnings.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      54,788       29,644
                                                                                   -----------  ----------
                                                                                      182,702      155,520
  Treasury stock, 1,966 shares at April 29, 2001. . . . . . . . . . . . . . . . .     (16,661)           -
                                                                                   -----------  ----------
      Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . .     166,041      155,520
                                                                                   -----------  ----------
      Total liabilities and stockholders' equity. . . . . . . . . . . . . . . . .  $1,382,907   $1,305,514
                                                                                   ===========  ==========
</TABLE>

                 See notes to consolidated financial statements
<PAGE>

<TABLE>
<CAPTION>



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

                                                                          Fiscal Year Ended
                                                                          -------------------
                                                                      April 29,    April 30,    April 25,
                                                                           2001         2000         1999
                                                             -------------------  -----------  -----------
Revenues:
  Casino. . . . . . . . . . . . . . . . . . . . . . . . . .  $          957,147   $  619,351   $  424,379
  Rooms . . . . . . . . . . . . . . . . . . . . . . . . . .              50,734       24,809       19,128
  Pari-mutuel commissions and fees. . . . . . . . . . . . .              22,152       22,064       21,351
  Food, beverage and other. . . . . . . . . . . . . . . . .             148,315       93,572       65,220
                                                             -------------------  -----------  -----------
    Gross revenues. . . . . . . . . . . . . . . . . . . . .           1,178,348      759,796      530,078
    Less: promotional allowances. . . . . . . . . . . . . .             195,547      113,092       73,196
                                                             -------------------  -----------  -----------
           Net revenues . . . . . . . . . . . . . . . . . .             982,801      646,704      456,882
Operating expenses:
  Casino. . . . . . . . . . . . . . . . . . . . . . . . . .             192,209      116,105       77,679
  Gaming taxes. . . . . . . . . . . . . . . . . . . . . . .             192,571      122,572       86,855
  Rooms . . . . . . . . . . . . . . . . . . . . . . . . . .              12,072        5,824        3,914
  Pari-mutuel . . . . . . . . . . . . . . . . . . . . . . .              16,212       16,406       15,741
  Food, beverage and other. . . . . . . . . . . . . . . . .              31,988       19,089       14,204
  Marine and facilities . . . . . . . . . . . . . . . . . .              63,644       39,862       28,218
  Marketing and administrative. . . . . . . . . . . . . . .             249,888      167,584      121,046
  Accrued litigation settlement (reversal). . . . . . . . .                   -            -       (4,215)
  Valuation charge. . . . . . . . . . . . . . . . . . . . .               1,032            -        5,097
  Preopening expenses . . . . . . . . . . . . . . . . . . .                 176        3,420        3,320
  Other charges . . . . . . . . . . . . . . . . . . . . . .               8,165            -            -
  Depreciation and amortization . . . . . . . . . . . . . .              69,112       42,346       36,277
                                                             -------------------  -----------  -----------
    Total operating expenses. . . . . . . . . . . . . . . .             837,069      533,208      388,136
                                                             -------------------  -----------  -----------
Operating income. . . . . . . . . . . . . . . . . . . . . .             145,732      113,496       68,746
  Interest expense. . . . . . . . . . . . . . . . . . . . .             (98,943)     (60,413)     (48,638)
  Interest income . . . . . . . . . . . . . . . . . . . . .               5,107        4,780        2,907
  Gain on disposal of assets. . . . . . . . . . . . . . . .                 271        3,106            -
  Minority interest . . . . . . . . . . . . . . . . . . . .              (6,357)      (3,700)       2,209
  Equity in income (loss) of unconsolidated joint ventures.                (162)         259       (1,340)
                                                             -------------------  -----------  -----------
Income before income taxes and extraordinary item . . . . .              45,648       57,528       23,884
  Income tax provision. . . . . . . . . . . . . . . . . . .              20,504       25,473       11,775
                                                             -------------------  -----------  -----------
Income before extraordinary item. . . . . . . . . . . . . .              25,144       32,055       12,109
  Extraordinary loss on extinguishment of debt, net of
    applicable income tax benefit of $634 and $19,538,
    respectively. . . . . . . . . . . . . . . . . . . . . .                   -         (984)     (36,285)
                                                             -------------------  -----------  -----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . .  $           25,144   $   31,071   $  (24,176)
                                                             ===================  ===========  ===========
  Earnings (loss) per share of common stock:
  Earnings (loss) per common share-basic:
    Income before extraordinary item. . . . . . . . . . . .  $             0.84   $     1.22   $     0.51
    Extraordinary loss, net.. . . . . . . . . . . . . . . .                   -        (0.04)       (1.54)
                                                             -------------------  -----------  -----------
    Net income (loss).. . . . . . . . . . . . . . . . . . .  $             0.84   $     1.18   $    (1.03)
                                                             ===================  ===========  ===========

  Earnings (loss) per common share - assuming dilution:
    Income before extraordinary item. . . . . . . . . . . .  $             0.80   $     1.15   $     0.51
    Extraordinary loss, net . . . . . . . . . . . . . . . .                   -        (0.04)       (1.52)
                                                             -------------------  -----------  -----------
    Net income (loss) . . . . . . . . . . . . . . . . . . .  $             0.80   $     1.11   $    (1.01)
                                                             ===================  ===========  ===========

  Weighted average basic shares . . . . . . . . . . . . . .              29,894       26,327       23,569
  Weighted average diluted shares . . . . . . . . . . . . .              31,513       27,925       23,859
</TABLE>

        See notes to consolidated financial statements.

<PAGE>


<TABLE>
<CAPTION>



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

                                                   Shares of               Additional                             Retained
                                                   Common     Common       Paid-in    Unearned        Treasury    Earnings
                                                   Stock      Stock        Capital    Compensation    Stock        (Deficit)
                                                   ---------  -----------  ---------  --------------  ----------  ----------

Balance, April 26, 1998 . . . . . . . . . . . . .     23,569  $       236  $  63,146  $           -   $       -   $  22,749
  Net loss. . . . . . . . . . . . . . . . . . . .          -            -          -              -           -     (24,176)
                                                   ---------  -----------  ---------  --------------  ----------  ----------
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
                                                   =========  ===========  =========  ==============  ==========  ==========



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


                                                   Total
                                                   Stockholders'
                                                   Equity
                                                   ---------------

Balance, April 26, 1998 . . . . . . . . . . . . .  $       86,131
  Net loss. . . . . . . . . . . . . . . . . . . .         (24,176)
                                                   ---------------
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
                                                   ===============

</TABLE>
                 See notes to consolidated financial statements

<PAGE>



<TABLE>
<CAPTION>



<S>                                                                  <C>                  <C>          <C>
                                   ISLE OF CAPRI CASINOS, INC.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN THOUSANDS)

                                                                                      Fiscal Year Ended
                                                                                      -------------------
                                                                              April 29,    April 30,    April 25,
                                                                                   2001         2000         1999
                                                                     -------------------  -----------  -----------
OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .  $           25,144   $   31,071   $  (24,176)
Adjustments to reconcile net income (loss) to net cash provided by
  operating activities:
  Depreciation and amortization . . . . . . . . . . . . . . . . . .              69,112       42,346       36,277
  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . .              11,068       17,410       (7,763)
  Amortization of deferred financing costs. . . . . . . . . . . . .               4,388        2,969        2,317
  Amortization of unearned compensation . . . . . . . . . . . . . .                 900            -            -
  Other charges . . . . . . . . . . . . . . . . . . . . . . . . . .               8,165            -            -
  Valuation charge. . . . . . . . . . . . . . . . . . . . . . . . .               1,032            -        5,097
  Loss (gain) on disposal of assets.. . . . . . . . . . . . . . . .                (271)      (3,106)         659
  Equity in (income) loss of unconsolidated joint ventures. . . . .                 162         (259)       1,340
  Extraordinary item (net of taxes) . . . . . . . . . . . . . . . .                   -          984       36,285
  Minority interest . . . . . . . . . . . . . . . . . . . . . . . .               6,358        3,700       (2,209)
  Changes in current assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . . . . . . . .              (2,020)         363         (278)
    Income tax receivable . . . . . . . . . . . . . . . . . . . . .              (4,700)       8,143       15,592
    Prepaid expenses and other assets.. . . . . . . . . . . . . . .              (6,475)      (1,666)      (1,126)
    Accounts payable and accrued liabilities. . . . . . . . . . . .             (38,713)      28,526        3,203
                                                                     -------------------  -----------  -----------
Net cash provided by operating activities.. . . . . . . . . . . . .              74,150      130,481       65,218

INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . . . . . . . . . . . . .            (159,326)    (104,568)     (94,996)
Net cash paid for acquisitions. . . . . . . . . . . . . . . . . . .            (111,399)    (119,355)           -
Sale (purchase) of short-term investments.. . . . . . . . . . . . .              39,044      (39,044)           -
Proceeds from sales of assets.. . . . . . . . . . . . . . . . . . .                 271        6,134          202
Investments in and advances to joint ventures . . . . . . . . . . .              (1,324)         196       (1,482)
Restricted cash.. . . . . . . . . . . . . . . . . . . . . . . . . .               1,256        2,559       44,861
Deposits and other. . . . . . . . . . . . . . . . . . . . . . . . .               6,100       (3,879)        (601)
                                                                     -------------------  -----------  -----------
Net cash used in investing activities.. . . . . . . . . . . . . . .            (225,378)    (257,957)     (52,016)

FINANCING ACTIVITIES:
Proceeds from debt. . . . . . . . . . . . . . . . . . . . . . . . .               2,238      475,061      447,088
Net proceeds from line of credit. . . . . . . . . . . . . . . . . .              93,000            -            -
Principal payments on debt. . . . . . . . . . . . . . . . . . . . .             (19,021)    (258,078)    (414,136)
Deferred financing costs. . . . . . . . . . . . . . . . . . . . . .                (779)      (9,384)     (13,497)
Purchase of treasury stock. . . . . . . . . . . . . . . . . . . . .             (16,659)           -            -
Proceeds from exercise of stock options and warrants. . . . . . . .               1,136        2,732            -
                                                                     -------------------  -----------  -----------
Net cash provided by financing activities . . . . . . . . . . . . .              59,915      210,331       19,455

Net increase (decrease) in cash and cash equivalents. . . . . . . .             (91,313)      82,855       32,657
Cash and cash equivalents at beginning of year. . . . . . . . . . .             167,972       85,117       52,460
                                                                     -------------------  -----------  -----------
Cash and cash equivalents at end of year. . . . . . . . . . . . . .  $           76,659   $  167,972   $   85,117
                                                                     ===================  ===========  ===========

</TABLE>

                 See notes to consolidated financial statements
<PAGE>

<TABLE>
<CAPTION>



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

                                                                         Fiscal Year Ended
                                                                        -------------------
                                                                    April 29,    April 30,    April 25,
                                                                         2001         2000         1999
                                                           -------------------  -----------  ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash payments (receipts) for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . .  $           99,620   $   52,090   $   63,297
  Income taxes. . . . . . . . . . . . . . . . . . . . . .              22,337       (1,933)       3,140

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
Notes payable and debt issued for:
  Property and equipment. . . . . . . . . . . . . . . . .                   -            -        8,369
Other:
  Deferred financing costs funded through
    issuance of common stock. . . . . . . . . . . . . . .                   -            -            -
  Construction costs funded through accounts payable. . .               2,809        2,453        2,401
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

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  riverboat,  dockside  and  land-based casinos and related facilities.
The  Company has licenses to conduct and currently conducts gaming operations in
Biloxi,  Vicksburg,  Tunica,  Natchez and Lula, Mississippi; in Bossier City and
Lake Charles, Louisiana; in Bettendorf, Marquette and Davenport, Iowa; in Kansas
City,  Missouri;  in  Black  Hawk,  Colorado; in Las Vegas, Nevada; and Pompano,
Florida.  We  are  currently developing a casino in Boonville, Missouri and have
received  preliminary  approval from the Missouri Gaming Commission to develop a
casino  and  hotel  facility  in Jefferson County, Missouri, which is in the St.
Louis  metropolitan  area.

     The  consolidated  financial statements of the Company include the accounts
of  Isle of Capri Casinos, Inc. and its subsidiaries.  All material intercompany
balances  and  transactions  have  been  eliminated  in  consolidation.

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  necessarily  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 as well as revenues and expenses during the
reporting  period.  Actual  amounts  when  ultimately realized could differ from
those  estimates.

Fiscal  Year  End

     Effective  April 27, 1997, the Company changed from an April 30 fiscal year
end  to  a  fiscal  year  ending  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 weekend days (26) in each quarter.
Periodically  this  system  necessitates  a 53-week year and fiscal 2000 was one
such  year.  Fiscal  2001  commenced on May 1, 2000 and ended on April 29, 2001.

Cash  Equivalents

     The  Company considers all highly liquid investments with a maturity at the
time  of  purchase  of  three  months  or  less  to  be  cash  equivalents. Cash
equivalents  are  placed  primarily  with  a  high-credit-quality  financial
institution.  At  April  29,  2001,  cash equivalents were invested primarily in
short-term commercial paper and U.S. Treasury Bills. The carrying amount of cash
equivalents  approximates  fair  value  because  of  the short maturity of these
instruments.

Revenue  and  Promotional  Allowances

     Casino  revenues  represent the net win from gaming activities.  Net win is
the  difference  between  gaming  wins  and  losses.  Casino revenues are net of
accruals  for  anticipated  payouts  of  progressive  electronic  gaming  device
jackpots.

     Net  revenues  do not include the retail amount of food, beverage and other
items  provided gratuitously to customers.  These amounts, which are included in
promotional  allowances, totaled $124.7 million, $74.9 million and $49.7 million
for  the  years  ended  April  29,  2001,  April  30,  2000  and April 25, 1999,
respectively. The estimated cost of providing such complimentary services, which
is  included  in  casino  expense,  was  $86.1  million, $52.7 million and $33.1
million  for  the years ended April 29, 2001, April 30, 2000 and April 25, 1999,
respectively.  Promotional allowances also include cash given to guests (see New
Pronouncements).


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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

   Advertising  Costs

     Advertising  costs  are  expensed  as incurred. Advertising expense for the
years  ended  April  29,  2001,  April 30, 2000 and April 25, 1999 totaled $21.1
million,  $14.7  million  and  $10.8  million,  respectively.

Licenses  and  other  intangible  assets

          Licenses and other intangible assets principally represent the license
value attributed to the Louisiana gaming licenses acquired through the Company's
acquisition  of  St.  Charles  Gaming  Company,  Inc.  ("SCGC"),  Grand  Palais
Riverboat, Inc. ("GPRI") and Louisiana Riverboat Gaming Partnership ("LRGP") and
the value of the Lady Luck trademarks, player database and workforce acquired in
the  acquisition  of  Lady  Luck  Gaming  Corporation.  These  assets  are being
amortized  over  a  twenty-five-year  period  using  straight-line  method.

Long-lived  Assets

     The  Company periodically evaluates the carrying value of long-lived assets
to  be  held  and  used,  including  goodwill  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, including related goodwill 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.

     Deferred  Financing  Costs

     The costs of issuing long-term debt are capitalized and are being amortized
using  the  straight-line  method  over  the  term  of  the  related  debt.

     Berthing,  Concession,  and  Leasehold  Rights

     Berthing,  concession  and  leasehold  rights  are recorded at cost and are
being  amortized over approximately twenty years using the straight-line method.

     Goodwill

     Goodwill  reflects  the excess purchase price the Company paid in acquiring
the  net  identifiable  tangible and intangible assets of SCGC, GPRI, LRGP, Lady
Luck  and  subsidiaries,  BRDC,  Inc.,  IOC  Boonville,  Inc. f/k/a Davis Gaming
Boonville,  Inc.  ("Isle-Boonville"),  Isle-Kansas City, Lady Luck Las Vegas and
Rhythm  City-Davenport.  Goodwill  is  being  amortized  over a twenty-five-year
period  using  the  straight-line  method  (see  New  Pronouncements).

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     New  Pronouncements

          Effective  for fiscal 2001, the Company adopted new guidance issued by
the  Emerging  Issues  Task  Force  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  consolidated  statements of operations.  To be consistent with the
fiscal  2001 presentation, approximately $38.1 million and $23.5 million of slot
points  expense  and  cash  coupon redemptions, previously reported as marketing
expenses,  have  been reclassified to promotional allowances for the years ended
April  30,  2000  and  April  25,  1999,  respectively.

          In  June  1998,  FASB  Statement  No.  133  "Accounting for Derivative
Instruments  and  Hedging  Activities"  ("FASB  133")  was  issued.  FASB  133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  In  June  1999,  FASB  Statement  No.  137 "Accounting for
Derivative  Instruments  and Hedging Activities - Deferral of the Effective Date
of  FASB  Statement  No.  133" ("FASB 137") was issued.  FASB 133, as amended by
FASB  137,  is  effective  for all fiscal quarters of all fiscal years beginning
after  June  15,  2000.  As  of  April  29,  2001,  the Company has adopted FASB
Statement  No. 133 (see Item 7a).  The impact of the adoption of FASB 133 on the
Company's  financial  statements  was  insignificant.

          In  July  2001,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible  Assets,"  which  requires  that  goodwill not be amortized under any
circumstance and only is reduced if it is found to be impaired.  SFAS No. 142 is
effective  for  fiscal  years  beginning  after  December  15, 2001, but earlier
adoption is permissable under certain circumstances.  The expected impact of the
adoption  of  SFAS  No. 142 will be an increase to income before income taxes of
approximately  $11.0  million  in  fiscal  2002  if  the  Company  adopts  this
pronouncement  in  its  first  quarter  of  2002.


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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Earnings  per  Common  Share


<TABLE>
<CAPTION>



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

                                                                             FISCAL YEAR ENDED
                                                                             -----------------
                                                                          APRIL 29,   APRIL 30,    APRIL 25,
                                                                               2001        2000         1999
                                                                 ------------------  -----------  -----------
Numerator:
  Income before extraordinary item. . . . . . . . . . . . . . .  $           25,144  $   32,055   $   12,109
  Extraordinary loss, net . . . . . . . . . . . . . . . . . . .                   -        (984)     (36,285)
                                                                 ------------------  -----------  -----------
  Net income (loss) . . . . . . . . . . . . . . . . . . . . . .              25,144      31,071      (24,176)
  Numerator for basic earnings (loss) per share - income
    (loss) available to common stockholders . . . . . . . . . .              25,144      31,071      (24,176)
  Effect of diluted securities. . . . . . . . . . . . . . . . .                   -           -            -
                                                                 ------------------  -----------  -----------
  Numerator for diluted earnings (loss) per share-
    income (loss) available to common stockholders after
         assumed conversions. . . . . . . . . . . . . . . . . .  $           25,144  $   31,071   $  (24,176)
                                                                 ==================  ===========  ===========

Denominator:
  Denominator for basic earnings (loss) per share -
    weighted - average shares . . . . . . . . . . . . . . . . .  $           29,894  $   26,327   $   23,569
  Effect of dilutive securities
    Employee stock options and warrants . . . . . . . . . . . .               1,619       1,598          290
                                                                 ------------------  -----------  -----------
  Dilutive potential common shares. . . . . . . . . . . . . . .               1,619       1,598          290
                                                                 ------------------  -----------  -----------
  Denominator for diluted earnings (loss) per share -
    adjusted weighted - average shares and assumed conversions.  $           31,513  $   27,925   $   23,859
                                                                 ==================  ===========  ===========

  BASIC EARNINGS (LOSS) PER SHARE
    Income before extraordinary item. . . . . . . . . . . . . .  $             0.84  $     1.22   $     0.51
    Extraordinary loss, net . . . . . . . . . . . . . . . . . .                   -       (0.04)       (1.54)
                                                                 ------------------  -----------  -----------
    Net income (loss).. . . . . . . . . . . . . . . . . . . . .  $             0.84  $     1.18   $    (1.03)
                                                                 ==================  ===========  ===========

  DILUTED EARNINGS (LOSS) PER SHARE
    Income before extraordinary item. . . . . . . . . . . . . .  $             0.80  $     1.15   $     0.51
    Extraordinary loss, net . . . . . . . . . . . . . . . . . .                   -       (0.04)       (1.52)
                                                                 ------------------  -----------  -----------
    Net income (loss).. . . . . . . . . . . . . . . . . . . . .  $             0.80  $     1.11   $    (1.01)
                                                                 ==================  ===========  ===========
</TABLE>


Stock  Options

     The  Company grants stock options for a fixed number of shares to employees
with  an  exercise  price equal to the market value of the shares at the date of
grant.  The  Company  has  elected to follow Accounting Principles Board Opinion
No.  25,  "Accounting for Stock Issued to Employees" in accounting for its stock
option  plans  and  accordingly,  does  not  recognize  compensation  cost.

<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>



<S>                                                  <C>         <C>

                                                     APRIL 29,   APRIL 30,
                                                          2001        2000
                                                    ----------  ----------
                                                        (In thousands)
Property and equipment:
  Land and land improvements. . . . . . . . . . . .  $  126,784  $  114,626
  Leasehold improvements. . . . . . . . . . . . . .     110,727      98,473
  Buildings and improvements. . . . . . . . . . . .     414,410     307,116
  Riverboats and floating pavilions . . . . . . . .     158,246      98,448
  Furniture, fixtures and equipment. . . . . . . .     224,638     171,364
  Construction in progress. . . . . . . . . . . . .      31,398      53,565
                                                     ----------  ----------
                                                      1,066,203     843,592
  Less: accumulated depreciation and amortization..     194,035     144,346
                                                     ----------  ----------
                                                     $  872,168  $  699,246
                                                     ==========  ==========

</TABLE>




     Property  and equipment is recorded at cost. Depreciation is computed using
the  straight-line  method  over  the  following  estimated  useful  lives:

<TABLE>
<CAPTION>



<S>                                 <C>

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


     Interest  capitalized during the years ended April 29, 2001, April 30, 2000
and  April  25,  1999  totaled  $3.8  million,  $2.4  million and  $7.2 million,
respectively.  Depreciation  and amortization expense for property and equipment
for  the  years  ended April 29, 2001, April 30, 2000 and April 25, 1999 totaled
$54.7  million,  $35.1  million  and  $30.4  million,  respectively.

     Effective  April  26,  1999,  Isle  of  Capri increased its estimate of the
useful  lives of all land-based buildings and improvements from 25 years to 39.5
years  to  more appropriately reflect the expected useful lives of those assets.
At the same time, Isle of Capri reduced its estimate of the useful lives of slot
machines  from  5 years to 3 years due to technological changes.  The net effect
of these two changes increased consolidated net income, earnings per basic share
and  earnings  per  diluted  share  for  the  year ended April 29, 2001, by $1.0
million,  $0.03 and $0.03, respectively.  Excluding the changes in useful lives,
consolidated net income, earnings per basic share and earnings per diluted share
for  the  year  ended  April  29,  2001 would have been $24.1 million, $0.81 and
$0.77, respectively.  For the year ended April 30, 2000, the effect of these two
changes  was  immaterial.

3.   RESTRICTED  CASH

     Restricted  cash consists of a certificate of deposit in the amount of $1.5
million  in  connection  with  a  lawsuit  (see  Note  12  for further details),
construction  escrow  related  to the Boonville, MO development of $1.0 million,
workers'  compensation  deposits in the amount of $.3 million, and various other
deposits  totaling  $1.5  million.


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

4.  SHORT-TERM  INVESTMENTS

     Short-term investments consist primarily of short-term commercial paper and
certificates  of  deposits.  The  carrying  amount  of  short-term  investments
approximates  fair  value  because  of  the short maturity of these instruments.

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

     On April 25, 1997, a wholly-owned subsidiary of the Company, Casino America
of Colorado, formed Isle-Black Hawk, a limited liability company, with Blackhawk
Gold, Ltd., a wholly-owned subsidiary of Nevada Gold & Casinos, Inc.  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 Isle-Black Hawk.  In August
2000,  Isle-Black Hawk completed construction of a hotel containing 237 rooms at
the  site  of  the  Isle-Black  Hawk  casino.

6.  CAPRI  CRUISES,  L.L.C.

     On  April  20,  1998,  a  subsidiary of the Company formed a joint venture,
Capri  Cruises,  L.L.C.,  with  Commodore  Holdings  Limited,  parent company of
Commodore Cruise Line, to operate a cruise ship with a home port of New Orleans.
Cruise  operations  began  in early June 1998. In December 2000, the cruise ship
ceased operations as a result of Bankruptcy Court filings by Commodore Holdings,
Ltd.  and  certain  subsidiaries, the owner of the remaining 50% interest in the
joint  venture  and  the  operator  of  the ship.  The Company no longer owns an
interest  in  the  joint venture and has recorded a charge of approximately $2.9
million  for  the  year ended April 29, 2001, for its investment in this venture
and  related  costs.

7.  MERGERS  AND  ACQUISITIONS

    Isle  of  Capri-Tunica

     In  March  1999, the Company acquired the original Harrah's casino facility
located in Tunica County, Mississippi for $9.5 million.  The Company invested an
additional $24.0 million to equip, renovate and open this facility as an Isle of
Capri  casino.  The  Company  opened  the  Isle-Tunica  on  July  26,  1999 with
approximately  875  slot machines, 15 table games and two trademark restaurants.
The  Company  also  invested approximately $44.0 million to construct an on-site
hotel  with  227 rooms and two live entertainment theaters with combined seating
for  1,800  people.  Construction  of  the  hotel  and theaters was completed in
November  2000.

    Lady  Luck  Gaming  Corporation

     On  March  2,  2000  the Company acquired Lady Luck in a merger transaction
pursuant  to  which  Lady  Luck became a wholly-owned subsidiary of the Company.
Lady Luck's common stockholders received cash in the amount of $12 per share for
an  aggregate  share  consideration  of  approximately  $59  million.  Lady Luck
operated dockside riverboat casinos and hotels in Lula and Natchez, Mississippi;
owned  a 50% interest in the Lady Luck Casino and Hotel in Bettendorf, Iowa; and
on  October  29, 1999, acquired the Miss Marquette Casino in Marquette, Iowa for
$41.7  million.  In  November  1999,  the  Company  made  a  secured  loan  of
approximately  $21.0  million  to  Lady  Luck  in  order  to assist Lady Luck in
consummating  its  acquisition  of  the  Miss  Marquette.  On March 2, 2000, the
Company  also  completed  the  acquisition of certain intellectual property from
entities  owned  by  Lady  Luck's  former  chairman  for  $31.0  million
contemporaneously with the merger.  The Company completed the acquisition of the
Lady  Luck Casino and Hotel in Las Vegas on September 12, 2000.  The acquisition
price  for  the  Las  Vegas  facility  was  $14.5  million.



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

7.  MERGERS  AND  ACQUISITIONS  (CONTINUED)

BRDC,  Inc.

     On  March 2, 2000, a subsidiary of the Company merged with BRDC which owned
a  50%  interest  in Lady Luck's Bettendorf, Iowa facility that was not owned by
Lady  Luck  and  related  real  estate in exchange for 6.3 million shares of the
Company's  common  stock.  BRDC  was  owned  by members of the family of Bernard
Goldstein,  the Company's Chairman and Chief Executive Officer, including Robert
Goldstein,  a  member  of  the  Company's  board  of  directors.

Davis  Gaming  Boonville,  Inc.

     On  May 3, 2000, the Company acquired Isle-Boonville, which has preliminary
approval  to develop a gaming facility in Boonville, Missouri.  Isle of Capri is
developing  a  casino  project  in Boonville with a total expected investment of
approximately $63.5 million, which includes the purchase price of $11.5 million,
of  which  approximately $16.2 million had been spent as of April 29, 2001.  The
Company  expects  to  complete  the  project  in  late  fall  of  2001.

Flamingo  Hilton  Riverboat  Casino,  L.P.

     On  June  6, 2000, the Company acquired certain assets less certain assumed
liabilities  of Isle-Kansas City for $33.5 million in cash.  Isle of Capri plans
to invest an additional $16.6 million in this project, primarily to re-theme the
casino  into  an  Isle of Capri casino, of which approximately $12.6 million had
been  spent  as  of  April  29,  2001.

President  Casinos  -  Davenport  (Rhythm  City-Davenport)

     On  October 10, 2000, a subsidiary of Isle of Capri acquired certain assets
of  the  President  Casino  and  Hotel  in  Davenport, Iowa from a subsidiary of
President  Casinos,  Inc.  Isle  of Capri has re-themed the casino into a Rhythm
City  Casino, a new brand for the Company at a cost of $17.5 million as of April
29,  2001.


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

7.  MERGERS  AND  ACQUISITIONS  (CONTINUED)

     All  of  these  transactions  were  accounted  for  as  purchased  business
combinations  with the purchase price allocated to the fair values of the assets
and  liabilities  acquired.  The  operations of Lady Luck, BRDC, Isle-Boonville,
Isle-Kansas  City, Lady Luck Las Vegas and Rhythm City-Davenport are included in
the  consolidated  statements  of  operations  from  their  respective  dates of
acquisition.  In  fiscal  2001,  the  Company  evaluated  the  allocation of the
purchase  price  for  Lady  Luck  and  Lady  Luck  Las  Vegas and based upon the
estimated  fair  values  of the related assets and liabilities, re-allocated the
purchase  price.

     The pro forma unaudited results of operations for the years ended April 30,
2000,  and  April 25, 1999, assuming the purchase of Lady Luck and BRDC had been
consummated  as  of  April  27,  1998,  follows:


<TABLE>
<CAPTION>



<S>                                        <C>         <C>
                                            APRIL 30,   APRIL 25,
                                                 2000        1999
                                           ----------  -----------
                             (In thousands, except per share data)

Revenues. . . . . . . . . . . . . . . . .  $  910,698  $  733,879
Income before extraordinary item. . . . .      13,820       6,580
Net income (loss).. . . . . . . . . . . .      12,836     (29,705)
Income per common share
    before extraordinary item:
    Basic . . . . . . . . . . . . . . . .        0.52        0.22
    Diluted . . . . . . . . . . . . . . .        0.49        0.22
Net income (loss) per common share:
     Basic. . . . . . . . . . . . . . . .        0.49       (0.98)
     Diluted. . . . . . . . . . . . . . .        0.46       (0.97)
</TABLE>



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

8.  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  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.

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


<TABLE>
<CAPTION>



<S>                        <C>               <C>              <C>       <C>
                                 APRIL 29, 2001                    APRIL 30, 2000
                                ----------------                   ---------------
                           CARRYING                           CARRYING
                           AMOUNT            FAIR VALUE       AMOUNT    FAIR VALUE
                           ----------------  ---------------  --------  -----------
                                                  (IN THOUSANDS)

Cash equivalents. . . . .  $         76,659  $        76,659  $167,972  $   167,972
Short-term investments. .                 -                -    39,044       39,044
Restricted cash . . . . .             4,300            4,300     5,556        5,556


Senior subordinated notes  $        390,000  $       354,900  $390,000  $   349,050
First mortage notes . . .            75,000           79,500    75,000       80,625
Other long-term debt. . .           574,121          574,121   497,901      497,901
</TABLE>



<PAGE>

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

9.  LONG-TERM  DEBT

<TABLE>
<CAPTION>



<S>                                                                                    <C>              <C>
                                                                                             APRIL 29,   APRIL 30,
                                                                                                  2001        2000
                                                                                       ---------------  ----------
Long-term debt consists of the following:                                                         (In thousands)

8 3/4 % senior subordinated notes (described below) . . . . . . . . . . . . . . . . .  $       390,000  $  390,000
Senior Credit Facility (described below):
      Variable rate term loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .          461,250     475,000
      Revolver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           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. . . . . . . . . . . . .           75,000      75,000
Variable rate TIF Bonds due to City of Bettendorf, due in quarterly installments
     of various amounts, not including interest, Tax Incremental Financing Payable -
     Interest of approximately 6.7%, payments made through incremental property
     taxes to the City until paid in full, maturity no later than 2011. . . . . . . .            6,493       7,184
12 1/2 % note payable, due in monthly installments of $125,000, including interest,
     beginning October 1997 through October 2005. . . . . . . . . . . . . . . . . . .            4,999       5,818
8 % note payable, due in monthly installments of $66,667, including interest,
     through July 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              888       1,587
8 % note payable, due in monthly installments of $11,365, including interest,
     through December 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            1,168       1,213
11% note payable, issued by Isle of Capri Black Hawk L.L.C., paid March 2001. . . . .                -         768
Other.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            6,323       6,331
                                                                                       ---------------  ----------
                                                                                             1,039,121     962,901
Less: current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           20,936      17,400
                                                                                       ---------------  ----------
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,018,185  $  945,501
                                                                                       ===============  ==========

</TABLE>


8.75%  Senior  Subordinated  Notes

     On  April  23,  1999,  the  Company  issued  $390  million  of 8.75% Senior
Subordinated  Notes  due  2009  (the  "Senior  Subordinated Notes").  The 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  Senior  Subordinated Notes is payable semi-annually on
each  April  15  and October 15 through maturity.  The 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>


<PAGE>

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


9.  LONG-TERM  DEBT  (CONTINUED)

     The Company issued the 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 Senior Subordinated Notes was
used  to  prepay  long-term  debt, including all of the $315,000,000 of 12 1/2 %
Senior  Secured  Notes  due 2003.  The proceeds were also used to pay prepayment
premiums,  accrued  interest  and  other  transaction  fees  and  costs.

Senior  Credit  Facility

     Simultaneously,  with  the  issuance  of the 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").

     The  Amended  and  Restated  Senior  Credit  Facility provides for a $125.0
million  revolving  credit  facility  and  a  $100.0 million Tranche A term loan
maturing  on  March  2,  2005,  a $200.0 million Tranche B term loan maturing on
March  2,  2006,  and  a $175.0 million Tranche C term loan maturing on March 2,
2007.  The  Company is required to make quarterly principal payments on the term
loan  portion  of  its  Senior  Credit  Facility that began in March 2000.  Such
payments  were  initially  $3.4  million per quarter with scheduled increases of
$1.25  million  per  quarter  in  July  of  each  year  that  the  term  loan is
outstanding.  On  March 2, 2000, Isle of Capri drew $475.0 million in term loans
under this facility in connection with the acquisition of Lady Luck and BRDC.  A
portion  of  the  initial $475.0 million draw was also used to repay outstanding
amounts  under  the  existing credit facility and to fund the redemption of Lady
Luck  notes  and  preferred  stock.

     At  the  Company's  option, the revolving credit facility and the Tranche A
term  loan  may  bear  interest at (1) the highest of 1/2 of 1% 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 2.25%, or
(2) a rate tied to a LIBOR rate plus an applicable margin of up to 3.25%. At the
Company's  option,  the Tranche B term loan may bear interest at (1) the highest
of  1/2 of 1% 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 the Company's option, the Tranche C term
loan  may bear interest at (1) the highest of 1/2 of 1% 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 2.625%, or (2) a
rate  tied  to  a  LIBOR  rate plus an applicable margin of up to 3.625%. In the
fourth quarter of fiscal 2001, the Company entered into three interest rate swap
agreements  that effectively convert portions of the floating rate term loans to
a fixed-rate basis. See Item 7A, "Quantitative and Qualitative Disclosures about
Market  Risk"  in  Part  II  of  this  Form  10-K.

     The  Amended  and  Restated  Senior  Credit  Facility  provides for certain
covenants,  including those of a financial nature. The Company was in compliance
with  these  covenants  as  of  April  29, 2001. 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.

<PAGE>

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

9.  LONG-TERM  DEBT  (CONTINUED)

     The  weighted  average  effective  interest  rate of total debt outstanding
under  the  Amended  and  Restated  Senior Credit Facility at April 29, 2001 was
8.49%.

     At  April  29,  2001,  $93.0  million was outstanding under the revolving
credit  agreement.  The  outstanding  amounts under the term loan portion of the
facility  at  April  29,  2001  was  (in  thousands):


<TABLE>
<CAPTION>



<S>           <C>
  Tranche A. . $90,000
  Tranche B. . 198,000
  Tranche C. . 173,250
              --------
     Total. . $461,250
              ========

</TABLE>




     The  Amended  and Restated Senior Credit Facility also provides the Company
with  the ability to borrow an additional $50.0 million (the "Greenshoe Option")
under  the  term  loans.

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  is non-recourse debt to the Isle of Capri Casinos.  Interest on the
First  Mortgage  Notes  is payable semi-annually on February 28 and August 31 of
each  year,  commencing February 28, 1998.  Additionally, contingent interest is
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  has  met its debt covenant ratios to pay contingent interest in accordance
with  the Indenture.  The amount of contingent interest expense recorded for the
years  ended  April  29,  2001  and April 30, 2000 totaled $1.5 million and $1.1
million,  respectively.

          The  First  Mortgage  Notes are redeemable at the option of Isle-Black
Hawk,  in  whole  or  in  part,  at any time on or after August 31, 2001, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus  accrued and unpaid interest to the redemption date, if redeemed during the
12-month  period  beginning  on  August  31  of  the  years  indicated  below:


<TABLE>
<CAPTION>



<S>                   <C>
Year                   Percentage
--------------------  -----------

2001.. . . . . . . .     106.500%
2002.. . . . . . . .     103.200%
2003 and thereafter.     100.000%
</TABLE>




          On June 5, 2000, as required by the Indenture, Isle-Black Hawk offered
to purchase for cash up to $1.2 million principal amount of First Mortgage Notes
at  a  price of $1,010 per $1,000 principal amount, plus interest accrued up to,
but  not  including,  the  payment  date  in  accordance  with  the terms of the
Indenture.  None  of  the First Mortgage Notes were tendered for purchase.  Isle
Black-Hawk is required to make an offer based upon excess cash flow, as defined,
every  year  during  the  term  of  the  First  Mortgage  Notes.


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


9.  LONG-TERM  DEBT  (CONTINUED)

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.

Other

     Isle of Capri has $2.0 million available in bank lines of credit other than
the  Senior  Credit  Facility.  As  of  April  29,  2001,  Isle  of Capri had no
outstanding  balances  under  these  lines  of  credit.

     Isle-Black  Hawk obtained a letter of credit, as a requirement to guarantee
the  City  of  Black Hawk (the "City") improvements according to the subdivision
improvement agreement with the City.  The letter of credit, totaling $.4 million
and insured by $.2 million of restricted cash, can be drawn upon by the City for
repair  on  the  public  improvements during the one-year warranty period ending
February  2002.

     At April 29, 2001, 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)

2002 . . . . . . . .$   20,936
2003 . . . . . . . .    27,905
2004 . . . . . . . .    31,692
2005 . . . . . . . .   204,170
2006 . . . . . . . .   193,152
Thereafter . . . . .   561,266
                     ---------
                    $1,039,121
                    ==========

</TABLE>




<PAGE>

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

10.  COMMITMENTS

     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.

     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.

     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  $1.3  million  per  year  and  is  subject  to increases based on the
Consumer  Price  Index  and  construction  of  hotel facilities on the property.

     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.



<PAGE>

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

10.  COMMITMENTS  (CONTINUED)

     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 million to $40 million, plus
5% of net gambling receipts, as defined, from $40 million to $60 million, plus 7
1/2  %  of  net  gambling  receipts,  as  defined, in excess of $60 million, due
annually.

     The  Company  leases  approximately  1,000 acres of land in Coahoma County,
Mississippi  and  utilizes  approximately  50  acres  in  connection  with  the
operations  of  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 Isle-Natchez.  Unless terminated by the Company at an earlier date,
the  lease  expiration  dates  vary  from  2001  - 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.

     The  Company  leases  approximately  28  acres  from  the  Kansas City Port
Authority  in connection with the operation of the Flamingo Casino.  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.

     Future  minimum  payments  under capital leases and noncancelable operating
leases  with  initial  terms  of  one year or more consisted of the following at
April  29,  2001:


<TABLE>
<CAPTION>



<S>                                           <C>              <C>
                                              CAPITAL          OPERATING
                                              LEASES           LEASES
                                              ---------------  ----------
                                                      (In thousands)

2002 . . . . . . . . . . . . . . . . . . . .  $          395   $   21,986
2003 . . . . . . . . . . . . . . . . . . . .             402       19,384
2004 . . . . . . . . . . . . . . . . . . . .             384       17,727
2005 . . . . . . . . . . . . . . . . . . . .             331       17,724
2006 . . . . . . . . . . . . . . . . . . . .             318       16,972
Thereafter . . . . . . . . . . . . . . . . .           4,946      100,305
                                              ---------------  ----------
Total minimum lease payments . . . . . . . .  $        6,776   $  194,098
                                                               ==========
Amounts representing interest. . . . . . . .          (4,085)
                                              ---------------
Present value of net minimum lease payments.  $        2,691
                                              ===============

</TABLE>




     Rent  expense  for  operating leases was approximately $36.6 million, $19.6
million and $10.8 million for the years ended April 29, 2001, April 30, 2000 and
April  25,  1999,  respectively. Such amounts include contingent rentals of $8.5
million  $3.0 million and $2.6 million for the years ended April 29, 2001, April
30,  2000  and  April  25,  1999,  respectively.


<PAGE>

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

10.  COMMITMENTS  (CONTINUED)

     Jefferson  County,  Missouri

     On July 26, 2000, the Missouri Gaming Commission preliminarily selected the
Company's  Jefferson County, Missouri project for development.  The project will
primarily  serve the South St. Louis metropolitan area.  The project is expected
to  include  a  35,000-square-foot  casino,  the Isle's signature restaurants, a
200-room  hotel  and  an entertainment complex.  Isle of Capri expects to invest
approximately  $105 million in the project.  A town located near the site of the
Company's  proposed  development has indicated that it intends to condemn and/or
annex  the  Company's  site in order to prevent development of the project.  The
Company  intends  to vigorously oppose these efforts and has filed a declaratory
judgment  challenging  the  town's  right  to condemn and/or annex the property.
Development  of  the  project  has  been  delayed.

11.  RELATED  PARTY  TRANSACTIONS

     On  January  2,  1998,  the  Company  acquired  approximately  0.7 acres of
property (the "Acquired Property") contiguous to the property being developed by
Isle-Black  Hawk  for expansion of the entrance and signage. On January 2, 1998,
Isle-Black  Hawk, as Lessee, entered into a lease agreement with the Company for
the  Acquired  Property  and  has  utilized  the Acquired Property in developing
Isle-Black  Hawk.  The  lease  obligation  consisted  of  $102,000 paid upon the
inception  of  the  lease  and  $17,000 per month, commencing July 15, 1998, and
continuing  until  December  31, 2002.  During the term of the lease, Isle-Black
Hawk  had  the right to purchase the property for $1.5 million plus all interest
and  out-of-pocket  costs  that  the  Company  incurred  in  connection with the
purchase  and  ownership of the land, less any payments made by Isle-Black Hawk,
as  lessee.  On January 7, 2000, Isle-Black Hawk purchased the property for $1.3
million.

     The  Company  also  leases approximately eight acres of land from an entity
owned  by  members  of  Bernard  Goldstein's family, including Robert Goldstein,
which  is used for parking.  The initial term of the lease expires 60 days after
written  notice  is  given to either party and rent under the lease is currently
$20,000  per  month.

12.  CONTINGENCIES

     One  of  the  Company's  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  its  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 judgment was
rendered  in  the Company's favor on September 16, 1999 by the lower court.  The
case  has  been  appealed,  and  is  currently  pending.  The Company intends to
vigorously  defend  this  suit.

<PAGE>

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


12.  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 payments the Company is alleged to have been
required  to  make  aggregate  approximately  $2.1  billion  drachma  (which was
approximately  $5.5  million  as  of  April 29, 2001 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 of approximately $2.7 million. Although the
court  granted  our  motion  for summary judgment and dismissed the lawsuit, the
matter is subject to appeal by the plaintiff. Accordingly, the outcome cannot be
predicted  with  any  degree  of  certainty.  We intend to vigorously defend the
claims  asserted  in  this  action.

     We  are  currently  involved  in  an  arbitration proceeding concerning the
amount  of  payments  owed to a party which had an interest in property owned by
the  Company  located  in  Lula,  Mississippi.  The claimant is seeking payments
based  upon  gross revenue from our Lula, Mississippi facility.  We dispute this
claim  and believe that our responsibility is limited to payments that are fixed
in  amount.  We  intend  to  vigorously  defend  the  claim  asserted  in  this
proceeding.

     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, the Company believes that they
will  not have a material adverse effect on the Company's 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)

13.  INCOME  TAXES

     Income  tax  provision  (benefit)  consists  of  the  following:


<TABLE>
<CAPTION>



<S>                  <C>                 <C>          <C>
                                   FISCAL YEAR ENDED
                                  ------------------
                              APRIL 29,   APRIL 30,    APRIL 25,
                                   2001        2000         1999
                     ------------------  -----------  -----------
                                         (In thousands)
Current:
  Federal . . . . .  $           10,430  $    6,891   $     (485)
  State . . . . . .                 506         538          485
                     ------------------  -----------  -----------
                                 10,936       7,429            -
Deferred:
  Federal . . . . .               8,705      15,928       (8,558)
  State . . . . . .                 863       1,482          795
                     ------------------  -----------  -----------
                                  9,568      17,410       (7,763)
                     ------------------  -----------  -----------
                                 20,504      24,839       (7,763)
Extraordinary loss.                   -        (634)     (19,538)
                     ------------------  -----------  -----------
                     $           20,504  $   25,473   $   11,775
                     ==================  ===========  ===========

</TABLE>


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

<TABLE>
<CAPTION>



<S>                                <C>                 <C>         <C>
                                                 FISCAL YEAR ENDED
                                                 -----------------
                                            APRIL 29,   APRIL 30,   APRIL 25,
                                                 2001        2000        1999
                                   ------------------  ----------  -----------
                                                    (In thousands)
Statutory tax provision (benefit)  $           16,033  $   19,569  $  (11,178)
Effects of :
  State taxes . . . . . . . . . .                 890       2,021         591
  Goodwill. . . . . . . . . . . .               3,355       1,556       1,185
  Other . . . . . . . . . . . . .                 226       1,693       1,639
                                   ------------------  ----------  -----------
                                   $           20,504  $   24,839  $   (7,763)
                                   ==================  ==========  ===========

</TABLE>


<PAGE>

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

13.  INCOME  TAXES  (CONTINUED)

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


<TABLE>
<CAPTION>



<S>                                          <C>                  <C>
                                                   FISCAL YEAR ENDED
                                                 -------------------
                                                      APRIL 29,    APRIL 30,
                                                           2001         2000
                                             -------------------  -----------
                                                      (In thousands)
Deferred tax liabilities:
  Property and equipment. . . . . . . . . .  $           64,750   $   81,072
  Other . . . . . . . . . . . . . . . . . .               2,427          690
                                             -------------------  -----------
Total deferred tax liabilities. . . . . . .              67,177       81,762
Deferred tax assets:
  Dividends . . . . . . . . . . . . . . . .                 258          351
  Write-down of assets held for sale. . . .              21,202       20,841
  Preopening expenses . . . . . . . . . . .              (2,114)      (1,522)
  Accrued expenses. . . . . . . . . . . . .               7,347        9,148
  Charitable contribution carryover . . . .                 366          926
  Alternative minimum tax credit. . . . . .               2,483        2,181
  Net operating losses. . . . . . . . . . .              34,305       43,319
  Other . . . . . . . . . . . . . . . . . .               7,077        4,893
                                             -------------------  -----------
Total deferred tax assets . . . . . . . . .              70,924       80,137
Valuation allowance on deferred tax assets.              (4,773)      (8,971)
                                             -------------------  -----------
Net deferred tax assets . . . . . . . . . .              66,151       71,166
                                             -------------------  -----------
Net deferred tax liabilities. . . . . . . .  $            1,026   $   10,596
                                             ===================  ===========

</TABLE>


     At April 29, 2001, the Company had alternative minimum tax credits that can
be  carried  forward  indefinitely  to  reduce  future  regular tax liabilities.
Additionally,  as  of April 29, 2001, the Company had federal net operating loss
carryforwards  of  $95.2  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.


14.  COMMON  STOCK

     Stock-based  compensation.

     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.

<PAGE>

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


14.  COMMON  STOCK  (CONTINUED)

Stock  options  outstanding  are  as  follows:


<TABLE>
<CAPTION>



<S>                                        <C>         <C>        <C>         <C>        <C>
                                                       WEIGHTED               WEIGHTED
                                                       AVERAGE                AVERAGE
                                                2001   EXERCISE     2000      EXERCISE        1999
                                             OPTIONS   PRICE       OPTIONS    PRICE         OPTIONS
                                             -------   --------    -------    --------      -------
Outstanding options at beginning of
     fiscal year. . . . . . . . . . . . .  3,920,498   $    5.29  3,959,487   $    4.48  2,718,199
Options granted . . . . . . . . . . . . .    611,250       15.47    518,200       10.25  1,342,500
Options exercised.. . . . . . . . . . . .   (246,374)       4.65   (380,989)       4.11          -
Options canceled. . . . . . . . . . . . .   (119,190)       8.87   (176,200)       4.49   (101,212)
                                           ----------             ----------             ----------
Outstanding options at end of fiscal year  4,166,184        6.72  3,920,498        5.29  3,959,487
                                           ==========             ==========             ==========

</TABLE>


Weighted  average  fair value of options granted during fiscal 2001 and 2000 was
$11.62  and  $6.78,  respectively.

The  following  table  summarizes information about stock options outstanding at
April  29,  2001:


<TABLE>
<CAPTION>



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

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


$.89 - $5.70 . .            2,505,124                 6.40  years           $       3.38       1,444,744  $ 3.54
5.88 - 11.25 . .              876,560                 6.55  years                   8.76         501,552    7.65
11.56 - 18.00. .              784,500                 7.59  years                  15.07         203,250   13.94
                  -------------------                                                     --------------
$.89 - $18.00. .            4,166,184                 6.65  years                   6.72       2,149,546    5.48
                  ===================                                                     ==============

</TABLE>




     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.  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  2001, 2000 and 1999 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:

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

14.  COMMON  STOCK  (CONTINUED)

<TABLE>
<CAPTION>



<S>                                <C>                                     <C>              <C>
                                                                       FISCAL YEAR ENDED
                                                        APRIL 29, 2001     APRIL 30, 2000   APRIL 25, 1999
                                   --------------------------------------  ---------------  ---------------
                                                        (In thousands, except per share data)

NET INCOME (LOSS)
  As reported . . . . . . . . . .  $                               25,144  $        31,071        ($24,176)
  Pro forma.. . . . . . . . . . .  $                               23,641  $        29,055        ($25,153)

EARNINGS (LOSS) PER COMMON SHARE
Basic
  As reported . . . . . . . . . .  $                                 0.84  $          1.18          ($1.03)
  Pro forma . . . . . . . . . . .  $                                 0.79  $          1.10          ($1.07)

Diluted
  As reported . . . . . . . . . .  $                                 0.80  $          1.11          ($1.01)
  Pro forma . . . . . . . . . . .  $                                 0.75  $          1.04          ($1.05)

</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 used for
grants  in  fiscal 2001, 2000 and 1999: options vesting at 20% per year for five
years;  dividend  yield  of 0%; weighted average expected volatility of .70, .70
and  .74,  respectively;  risk-free  interest  rate  of  5.06%,  5.8%  and 5.2%,
respectively;  and  expected  lives  of  6  years.

     The pro forma effect on net income (loss) for fiscal 2001, 2000 and 1999 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.

    Warrants

     At  April  29,  2001,  the  Company had the following outstanding warrants:


<TABLE>
<CAPTION>



<S>          <C>              <C>       <C>      <C>
                                 NUMBER OF       EXERCISE
                               ---------------
DATE ISSUED  EXPIRATION DATE  WARRANTS  SHARES   PRICE
-----------  ---------------  --------  -------  ------
June 1996 .  June 30, 2001           1   12,500  $ 5.88
June 1996 .  June 30, 2001           1   12,500  $ 5.88
May 1996. .  May 3, 2001       380,599  380,599  $10.00
May 1996. .  May 3, 2001             1  416,667  $12.00
August 1996  October 1, 2001   500,000  500,000  $10.50

</TABLE>


15.  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)

16.  PREOPENING  EXPENSES

     Preopening expenses of $.2 million, $3.4 million and $3.3 million represent
salaries,  benefits,  training, marketing and other costs incurred in connection
with the opening of the Isle-Boonville in December 2001, Isle-Tunica on July 26,
1999  and  Isle-Black  Hawk  on  December  30,  1998,  respectively.

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

17.  VALUATION  ALLOWANCE

     During  fiscal  2001,  the  Company recorded a valuation allowance totaling
$1.0  million.  The valuation allowance reflects the write-down of marine assets
held  for  development  or  sale.

     During  fiscal  1999,  the  Company recorded a valuation allowance totaling
$5.1  million.  The  valuation  allowance reflects the write-down of assets held
for  development  or  sale of $2.4 million related to its two original riverboat
casino  vessels  and  land the Company was planning to develop in Cripple Creek,
Colorado.  During  the third quarter ended January 24, 1999, the Company entered
an  agreement  to  sell  one  of  its  two original riverboats for less than the
recorded  value.  This  sale closed during fiscal 2000, however, the Company had
adjusted  the valuation allowance related to both riverboats to reflect the fair
value,  based  on  the  agreed  upon  sales  price as of the third quarter ended
January  24,  1999.  Also,  management  delayed its plans to develop a casino on
land  it owns in Cripple Creek, Colorado.  Accordingly, during the third quarter
ended January 24, 1999, management established a valuation allowance on the land
it  owns  in  Cripple  Creek  to  reflect  the fair value as the carrying value.
Additionally,  the  valuation  allowance included $2.7 million related to future
obligations  under  an  operating  lease  related to its Cripple Creek, Colorado
project.

18.  OTHER  CHARGES

          Other  charges of $8.2 million includes a $3.0 million loss due to the
write  off of abandoned expansion projects assets at 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 (see Note 6), $1.4
million  buyout  of the Crowne Plaza license at the Isle-Biloxi, and $.9 million
loss  relating  to  the  write  off  of  the  theater  production  contracts  at
Isle-Tunica.

19.  EXTRAORDINARY  ITEM

     The  Company incurred pre-tax extraordinary losses totaling $1.6 million in
the  fiscal  year  2000 and $55.8 million in the fiscal year 1999.  These losses
are  associated  with  the  extinguishment  of  debt,  primarily related to debt
associated  with  the  acquisition  of  Lady  Luck  on  March  2,  2000  and the
refinancing  of  the Company's $315 million 12.5% Senior Secured Notes and other
debt  on  April 23, 1999.  These losses included early payment premiums, as well
as  the  write-off  of consent fees and debt acquisition costs.  The tax benefit
from  the extraordinary losses for fiscal 2000 and fiscal 1999 was approximately
$.6  million  and  $19.5  million,  respectively.

20.  DEFERRED  BONUS  PLAN

     In  the  second quarter of 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.  The nonvested stock issued
in  connection  with  the Plan totaled 380,681 shares as of April 29, 2001.  For
the  year  ended  April  29, 2001, 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  29,  2001.

21.  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.
As  of  April  29,  2001, a total of 2.0 million shares of common stock had been
repurchased  at  a  total  cost  of  $16.7  million.


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

22.  EMPLOYEE  BENEFIT  PLAN

     The  Company  has  a  defined-contribution,  profit-sharing plan, including
401(k)  plan  provisions,  covering  substantially  all  of  its  employees. The
Company's  contribution  expense  related  to  this  plan was approximately $1.8
million,  $.9  million and $.6 million for the years ended April 29, 2001, April
30,  2000  and April 25, 1999, respectively. The Company's contribution is based
on  a  percentage  of  employee  contributions  and  may  include  an additional
discretionary  amount.

<PAGE>

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

23.  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 million 8.75
%  Senior  Subordinated  Notes  due  2009.  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  29,  2001,  April  30,  2000  and  April  25, 1999.



<TABLE>
<CAPTION>



<S>                                                           <C>              <C>             <C>              <C>
                                   ISLE OF CAPRI CASINOS, INC.
                                   CONSOLIDATING CONDENSED GUARANTOR, NONGUARANTOR, AND PARENT
                                   COMPANY FINANCIAL INFORMATION
                                   AS OF APRIL 29, 2001, APRIL 30, 2000 AND APRIL 25, 1999
                                   (IN THOUSANDS)
                                                                                                   (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 29, 2001
Balance Sheet
------------------------------------------------------------
Current assets . . . . . . . . . . . . . . . . . . . . . . .  $       14,606   $      92,445   $       14,407   $            -
Intercompany receivables . . . . . . . . . . . . . . . . . .         858,629         130,130                3         (988,763)
Investments in subsidiaries. . . . . . . . . . . . . . . . .         256,497         256,877                -         (513,335)
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   $   (1,502,098)
                                                              ===============  ==============  ===============  ===============

Current liabilities. . . . . . . . . . . . . . . . . . . . .  $       36,682   $     110,457   $       12,406   $            1
Intercompany payables. . . . . . . . . . . . . . . . . . . .          23,884         962,691            2,188         (988,763)
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. . . . . . . . . . . . . . . . . . . . . .               -               -                -           13,902
Stockholders' equity . . . . . . . . . . . . . . . . . . . .         166,046         496,749           30,484         (527,238)
                                                              ---------------  --------------  ---------------  ---------------
Total liabilities and stockholders' equity . . . . . . . . .  $    1,164,796   $   1,598,975   $      121,234   $   (1,502,098)
                                                              ===============  ==============  ===============  ===============

<PAGE>
                                                                                                  (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 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 sale 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)
                                                              ===============  ==============  ===============  ===============

<PAGE>

                                                                                                   (b)
                                                              Isle of Capri     (a)            Non-Wholly
                                                              Casinos, Inc     Wholly          Owned            Consolidating
                                                              Guarantor        Owned           Non-             and
                                                              (Parent          Guarantor       Guarantor        Eliminating
                                                               Obligor)        Subsidiaries    Subsidiaries     Entries
                                                              ---------------  --------------  ---------------  ---------------

Statement of Cash Flows
------------------------------------------------------------
Net cash provided by (used in)
operating activities.. . . . . . . . . . . . . . . . . . . .  $     (183,107)  $     439,057   $       14,802   $     (196,602)
Net cash provided by (used in)
investing activities.. . . . . . . . . . . . . . . . . . . .          41,265        (453,984)          (8,570)         195,911
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . .          63,056          (4,129)             297              691
                                                              ---------------  --------------  ---------------  ---------------
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   $            -
                                                              ===============  ==============  ===============  ===============

As of April 30, 2000
Balance Sheet
------------------------------------------------------------
Current assets . . . . . . . . . . . . . . . . . . . . . . .  $      130,939   $      99,785   $        7,609   $            -
Intercompany receivables.. . . . . . . . . . . . . . . . . .         584,189         238,811                4         (823,004)
Investments in subsidiaries. . . . . . . . . . . . . . . . .         371,070               -                -         (369,156)
Property and equipment, net. . . . . . . . . . . . . . . . .           5,229         595,306           98,711                -
Other assets.. . . . . . . . . . . . . . . . . . . . . . . .          46,724         315,729            3,568                -
                                                              ---------------  --------------  ---------------  ---------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $    1,138,151   $   1,249,631   $      109,892   $   (1,192,160)
                                                              ===============  ==============  ===============  ===============

Current liabilities. . . . . . . . . . . . . . . . . . . . .  $       44,474   $     103,698   $       13,769   $            -
Intercompany payable . . . . . . . . . . . . . . . . . . . .          23,904         794,475            4,731         (823,015)
Long-term debt, less current maturities. . . . . . . . . . .         854,973          15,528           75,000                -
Deferred income taxes. . . . . . . . . . . . . . . . . . . .         (14,801)         40,564                -                -
Other accrued liabilities. . . . . . . . . . . . . . . . . .               -           8,851                -                -
Minority interest. . . . . . . . . . . . . . . . . . . . . .               -               -                -            7,843
Stockholders' equity . . . . . . . . . . . . . . . . . . . .         229,601         286,515           16,392         (376,988)
                                                              ---------------  --------------  ---------------  ---------------
Total liabilities and stockholders' equity.. . . . . . . . .  $    1,138,151   $   1,249,631   $      109,892   $   (1,192,160)
                                                              ===============  ==============  ===============  ===============

<PAGE>

                                                                                                   (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 year ended April 30, 2000
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 sale of assets.. . . . . . . . . . . . . . . . . . .           3,092              14                -                -
Interest expense, net. . . . . . . . . . . . . . . . . . . .           2,804         (47,683)         (10,754)               -
Minority interest. . . . . . . . . . . . . . . . . . . . . .               -               -                -           (3,700)
Equity in income (loss) of
unconsolidated joint venture . . . . . . . . . . . . . . . .          44,686               -                -          (44,427)
                                                              ---------------  --------------  ---------------  ---------------
Income (loss) before income taxes
and extraordinary item.. . . . . . . . . . . . . . . . . . .          55,902          41,148            8,605          (48,127)
Income tax provision.. . . . . . . . . . . . . . . . . . . .          10,977          14,496                -                -
                                                              ---------------  --------------  ---------------  ---------------
Income (loss) before extraordinary item. . . . . . . . . . .          44,925          26,652            8,605          (48,127)
Extraordinary loss on extinguishment of debt
(net of applicable income tax benefit) . . . . . . . . . . .               -            (984)               -                -
                                                              ---------------  --------------  ---------------  ---------------
Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $       44,925   $      25,668   $        8,605   $      (48,127)
                                                              ===============  ==============  ===============  ===============

<PAGE>
                                                                                                   (b)
                                                              Isle of Capri     (a)            Non-Wholly
                                                              Casinos, Inc.    Wholly          Owned            Consolidating
                                                              Guarantor        Owned           Non-             and
                                                              (Parent          Guarantor       Guarantor        Eliminating
                                                               Obligor)        Subsidiaries    Subsidiaries     Entries

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

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   $            -
                                                              ===============  ==============  ===============  ===============

As of April 25, 1999
Balance Sheet
------------------------------------------------------------
Current assets.. . . . . . . . . . . . . . . . . . . . . . .  $       36,599   $      60,679   $       11,738   $            -
Intercompany receivables.. . . . . . . . . . . . . . . . . .         220,578         159,361                -         (379,939)
Investments in subsidiaries. . . . . . . . . . . . . . . . .         233,541               -                -         (231,690)
Property and equipment, net. . . . . . . . . . . . . . . . .           6,605         324,194           80,377                -
Other assets . . . . . . . . . . . . . . . . . . . . . . . .          44,377         103,916            6,148                -
                                                              ---------------  --------------  ---------------  ---------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $      541,700   $     648,150   $       98,263   $     (611,629)
                                                              ===============  ==============  ===============  ===============

Current liabilities. . . . . . . . . . . . . . . . . . . . .  $       13,395   $      56,074   $        9,419   $          (64)
Intercompany payable . . . . . . . . . . . . . . . . . . . .          24,593         349,994            5,289         (379,876)
Long-term debt, less current maturities. . . . . . . . . . .         441,757           9,348           75,768                -
Deferred income taxes. . . . . . . . . . . . . . . . . . . .               -           4,689                -                -
Minority interest. . . . . . . . . . . . . . . . . . . . . .               -               -                -            4,143
Stockholders' equity . . . . . . . . . . . . . . . . . . . .          61,955         228,045            7,787         (235,832)
                                                              ---------------  --------------  ---------------  ---------------
Total liabilities and stockholders' equity . . . . . . . . .  $      541,700   $     648,150   $       98,263   $     (611,629)
                                                              ===============  ==============  ===============  ===============

<PAGE>

                                                                                                   (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 year ended April 25, 1999
Statement of Operations
------------------------------------------------------------
Revenues:
Casino . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            -   $     403,700   $       20,679   $            -
Rooms, food, beverage and other. . . . . . . . . . . . . . .             429         103,208            2,422             (359)
Gross revenues . . . . . . . . . . . . . . . . . . . . . . .             429         506,908           23,101             (359)
Less: promotional allowances . . . . . . . . . . . . . . . .               -          70,984            2,212           73,196
                                                              ---------------  --------------  ---------------  ---------------
Net revenues.. . . . . . . . . . . . . . . . . . . . . . . .             429         435,924           20,889             (359)

Operating expenses:
Casino . . . . . . . . . . . . . . . . . . . . . . . . . . .               -          74,793            2,886                -
Gaming taxes.. . . . . . . . . . . . . . . . . . . . . . . .               -          82,925            3,930                -
Rooms, food, beverage and other. . . . . . . . . . . . . . .           4,390         170,227           13,067             (359)
Depreciation and amortization. . . . . . . . . . . . . . . .           3,439          31,853              985                -
                                                              ---------------  --------------  ---------------  ---------------
Total operating expenses . . . . . . . . . . . . . . . . . .           7,829         359,798           20,868             (359)
                                                              ---------------  --------------  ---------------  ---------------

Operating income (loss). . . . . . . . . . . . . . . . . . .          (7,400)         76,126               21                -
Interest expense, net. . . . . . . . . . . . . . . . . . . .          (5,671)        (34,853)          (5,207)               -
Minority interest. . . . . . . . . . . . . . . . . . . . . .               -               -                -            2,209
Equity in income (loss) of
unconsolidated joint venture.. . . . . . . . . . . . . . . .          36,955               -                -          (38,295)
                                                              ---------------  --------------  ---------------  ---------------
Income (loss) before income taxes
and extraordinary item . . . . . . . . . . . . . . . . . . .          23,884          41,272           (5,186)         (36,086)
Income tax provision (benefit) . . . . . . . . . . . . . . .          11,775           2,374                -           (2,374)
                                                              ---------------  --------------  ---------------  ---------------
Income (loss) before extraordinary item. . . . . . . . . . .          12,109          38,898           (5,186)         (33,712)
Extraordinary loss on extinguishment of
  debt (net of applicable income tax benefit). . . . . . . .         (36,285)              -                -                -
                                                              ---------------  --------------  ---------------  ---------------
Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $      (24,176)  $      38,898   $       (5,186)  $      (33,712)
                                                              ===============  ==============  ===============  ===============

<PAGE>

                                                                                                   (b)
                                                              Isle of Capri     (a)            Non-Wholly
                                                              Casinos, Inc.    Wholly          Owned            Consolidating
                                                              Guarantor        Owned           Non-             and
                                                              (Parent          Guarantor       Guarantor        Eliminating
                                                               Obligor)        Subsidiaries    Subsidiaries     Entries
                                                              ---------------  --------------  ---------------  ---------------
Statement of Cash Flows
------------------------------------------------------------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . . . . . . . . .  $      (33,503)  $      94,689   $        2,757   $        1,275
Net cash provided by (used in)
investing activities . . . . . . . . . . . . . . . . . . . .          (7,465)        (49,368)           6,092           (1,275)
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . .          56,773         (38,840)           1,522                -
                                                              ---------------  --------------  ---------------  ---------------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . .          15,805           6,481           10,371                -
Cash and cash equivalents at
beginning of the year. . . . . . . . . . . . . . . . . . . .          20,021          31,892              547                -
                                                              ---------------  --------------  ---------------  ---------------
Cash and cash equivalents at
end of the year. . . . . . . . . . . . . . . . . . . . . . .  $       35,826   $      38,373   $       10,918   $            -
                                                              ===============  ==============  ===============  ===============



<S>                                                           <C>
ISLE OF CAPRI CASINOS, INC.
CONSOLIDATING CONDENSED GUARANTOR, NONGUARANTOR, AND PARENT
   COMPANY FINANCIAL INFORMATION
AS OF APRIL 29, 2001, APRIL 30, 2000 AND APRIL 25, 1999
(IN THOUSANDS)



                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              ---------------

As of April 29, 2001
Balance Sheet
------------------------------------------------------------
Current assets . . . . . . . . . . . . . . . . . . . . . . .  $      121,458
Intercompany receivables . . . . . . . . . . . . . . . . . .              (1)
Investments in subsidiaries. . . . . . . . . . . . . . . . .              39
Property and equipment, net. . . . . . . . . . . . . . . . .         872,168
Other assets . . . . . . . . . . . . . . . . . . . . . . . .         389,243
                                                              ---------------
Total assets.. . . . . . . . . . . . . . . . . . . . . . . .  $    1,382,907
                                                              ===============

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

<PAGE>
                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              ------------

For the 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. . . . . . . . . . . . . . . . . . . .         (98,943)
Interest Income. . . . . . . . . . . . . . . . . . . . . . .           5,107
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
                                                              ===============

<PAGE>

                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              -------------

Statement of Cash Flows
------------------------------------------------------------
Net cash provided by (used in)
operating activities.. . . . . . . . . . . . . . . . . . . .  $       74,150
Net cash provided by (used in)
investing activities.. . . . . . . . . . . . . . . . . . . .        (225,378)
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . .          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
                                                              ===============

As of April 30, 2000
Balance Sheet
------------------------------------------------------------
Current assets . . . . . . . . . . . . . . . . . . . . . . .  $      238,333
Intercompany receivables.. . . . . . . . . . . . . . . . . .               -
Investments in subsidiaries. . . . . . . . . . . . . . . . .           1,914
Property and equipment, net. . . . . . . . . . . . . . . . .         699,246
Other assets.. . . . . . . . . . . . . . . . . . . . . . . .         366,021
                                                              ---------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $    1,305,514
                                                              ===============

Current liabilities. . . . . . . . . . . . . . . . . . . . .  $      161,941
Intercompany payable . . . . . . . . . . . . . . . . . . . .              95
Long-term debt, less current maturities. . . . . . . . . . .         945,501
Deferred income taxes. . . . . . . . . . . . . . . . . . . .          25,763
Other accrued liabilities. . . . . . . . . . . . . . . . . .           8,851
Minority interest. . . . . . . . . . . . . . . . . . . . . .           7,843
Stockholders' equity . . . . . . . . . . . . . . . . . . . .         155,520
                                                              ---------------
Total liabilities and stockholders' equity.. . . . . . . . .  $    1,305,514
                                                              ===============

<PAGE>

                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              ------------

For the year ended April 30, 2000
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)
Equity in income (loss) of
unconsolidated joint venture . . . . . . . . . . . . . . . .             259
                                                              ---------------
Income (loss) before income taxes
and extraordinary item.. . . . . . . . . . . . . . . . . . .          57,528
Income tax provision.. . . . . . . . . . . . . . . . . . . .          25,473
                                                              ---------------
Income (loss) before extraordinary item. . . . . . . . . . .          32,055
Extraordinary loss on extinguishment of debt
(net of applicable income tax benefit) . . . . . . . . . . .            (984)
                                                              ---------------
Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $       31,071
                                                              ===============

<PAGE>

                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated

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

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
                                                              ===============

As of April 25, 1999
Balance Sheet
------------------------------------------------------------
Current assets.. . . . . . . . . . . . . . . . . . . . . . .  $      109,016
Intercompany receivables.. . . . . . . . . . . . . . . . . .               -
Investments in subsidiaries. . . . . . . . . . . . . . . . .           1,851
Property and equipment, net. . . . . . . . . . . . . . . . .         411,176
Other assets . . . . . . . . . . . . . . . . . . . . . . . .         154,441
                                                              ---------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $      676,484
                                                              ===============

Current liabilities. . . . . . . . . . . . . . . . . . . . .  $       78,824
Intercompany payable . . . . . . . . . . . . . . . . . . . .               -
Long-term debt, less current maturities. . . . . . . . . . .         526,873
Deferred income taxes. . . . . . . . . . . . . . . . . . . .           4,689
Minority interest. . . . . . . . . . . . . . . . . . . . . .           4,143
Stockholders' equity . . . . . . . . . . . . . . . . . . . .          61,955
                                                              ---------------
Total liabilities and stockholders' equity . . . . . . . . .  $      676,484
                                                              ===============

<PAGE>

                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              ------------

For the year ended April 25, 1999
Statement of Operations
------------------------------------------------------------
Revenues:
Casino . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      424,379
Rooms, food, beverage and other. . . . . . . . . . . . . . .         105,700
Gross revenues . . . . . . . . . . . . . . . . . . . . . . .         530,079
Less: promotional allowances

Net revenues.. . . . . . . . . . . . . . . . . . . . . . . .         456,883

Operating expenses:
Casino . . . . . . . . . . . . . . . . . . . . . . . . . . .          77,679
Gaming taxes.. . . . . . . . . . . . . . . . . . . . . . . .          86,855
Rooms, food, beverage and other. . . . . . . . . . . . . . .         187,325
Depreciation and amortization. . . . . . . . . . . . . . . .          36,277
                                                              ---------------
Total operating expenses . . . . . . . . . . . . . . . . . .         388,136
                                                              ---------------

Operating income (loss). . . . . . . . . . . . . . . . . . .          68,746
Interest expense, net. . . . . . . . . . . . . . . . . . . .         (45,731)
Minority interest. . . . . . . . . . . . . . . . . . . . . .           2,209
Equity in income (loss) of
unconsolidated joint venture.. . . . . . . . . . . . . . . .          (1,340)
                                                              ---------------
Income (loss) before income taxes
and extraordinary item . . . . . . . . . . . . . . . . . . .          23,884
Income tax provision (benefit) . . . . . . . . . . . . . . .          11,775
                                                              ---------------
Income (loss) before extraordinary item. . . . . . . . . . .          12,109
Extraordinary loss on extinguishment of
  debt (net of applicable income tax benefit). . . . . . . .         (36,285)
                                                              ---------------
Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $      (24,176)
                                                              ===============

<PAGE>

                                                              Isle of Capri
                                                              Casinos, Inc.
                                                              Consolidated
                                                              ------------
Statement of Cash Flows
------------------------------------------------------------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . . . . . . . . .  $       65,218
Net cash provided by (used in)
investing activities . . . . . . . . . . . . . . . . . . . .         (52,016)
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . . . . .          19,455
                                                              ---------------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . . . .          32,657
Cash and cash equivalents at
beginning of the year. . . . . . . . . . . . . . . . . . . .          52,460
                                                              ---------------
Cash and cash equivalents at
end of the year. . . . . . . . . . . . . . . . . . . . . . .  $       85,117
                                                              ===============

</TABLE>


(a)     Certain  of  the  Company's wholly owned subsidiaries were guarantors on
the  8.75 %  Senior  Subordinated Notes, including the following:  Isle-Biloxi,
Isle-Vicksburg,  Isle-Tunica, Isle-Bossier City, Isle-Lake Charles and PPI, Inc.
Isle-Natchez,  Isle-Lula,  Isle-Bettendorf, and Isle-Marquette became guarantors
as  of  March 2, 2000, the date of the acquisition.  Isle-Boonville, Isle-Kansas
City,  Lady  Luck  Las  Vegas  and  Isle-Davenport became guarantors as of their
respective  dates  of  acquisition  (see  note  7).
(b)     The  following  non-wholly owned subsidiaries were not guarantors on the
8.75 % Senior Subordinated Notes:     Isle of Capri Black Hawk L.L.C. and Isle
of  Capri  Black  Hawk  Capital  Corp.

<PAGE>

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

24.  SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)

<TABLE>
<CAPTION>



<S>                                    <C>                      <C>           <C>            <C>
                                                          FISCAL QUARTERS ENDED
                                                              (IN THOUSANDS)
                                       -----------------------------------------------------------------
                                             JULY 30,            OCTOBER 29,    JANUARY 28,    APRIL 29,
                                               2000                   2000          2001         2001
                                       -----------------------  ------------  -------------  -----------
Net revenue . . . . . . . . . . . . .  $               235,667  $    233,794  $    237,509   $  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

                                                          FISCAL QUARTERS ENDED
                                                              (IN THOUSANDS)
                                       -----------------------------------------------------------------
                                            JULY 25,             OCTOBER 24,    JANUARY 23,   APRIL 30,
                                              1999                   1999          2000          2000
                                       -----------------------  ------------  -------------  -----------
Net revenue . . . . . . . . . . . . .  $               135,192  $    146,341  $    144,538   $  220,633
Operating income. . . . . . . . . . .                   20,989        23,770        23,084       45,653
Net income before extraordinary item.                    6,528         6,632         4,881       14,014
Extraordinary item, net . . . . . . .                        -             -             -         (984)
Net income. . . . . . . . . . . . . .                    6,528         6,632         4,881       13,030
Net income per share:
  before extraordinary item:
  Basic . . . . . . . . . . . . . . .                     0.28          0.28          0.20         0.47
  Diluted . . . . . . . . . . . . . .                     0.26          0.26          0.19         0.44
Net income per common share:
  Basic . . . . . . . . . . . . . . .                     0.28          0.28          0.20         0.44
  Diluted . . . . . . . . . . . . . .                     0.26          0.26          0.19         0.41

</TABLE>


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

     The  first  quarter  of  fiscal  2000  includes the following non-recurring
items:  a gain of $3.1 million related to the sale of an option to purchase land
adjacent  to  the  Pompano  Park,  Inc. facility and preopening expenses of $3.4
million  related  to  expenses  incurred  with  the  opening of the Isle-Tunica.

     The  fourth quarter of fiscal 2000 includes an extraordinary item after-tax
charge  of  $1.0  million  associated with the extinguishment of debt, primarily
related  to  debt  associated  with  acquisition  of Lady Luck on March 2, 2000.

     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  Isle-Biloxi.

     The  fourth  quarter  of fiscal 2001 includes other charges of $4.9 million
related  to $3.0 write off of abandoned expansion project assets at Isle-Biloxi,
$.9  million  relating  to  the write off of the theater production contracts at
Isle-Tunica  and  $1.0  write  down  of  marine  assets.
<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  44  to  82  of  this Form 10-K:

                    ISLE  OF  CAPRI  CASINOS,  INC.

                    Report  of  Independent  Auditors
                    Consolidated  Balance Sheets - April 29, 2001 and April
                    30,  2000
                    Consolidated  Statements  of Operations - Fiscal Years
                    ended April 29, 2001,  April  30, 2000
                    and  April  25,  1999
                    Consolidated  Statements  of  Stockholders'  Equity - Fiscal
                    Years ended April  29, 2001 and  April  30,  2000
                    and  April  25,  1999
                    Consolidated  Statements  of  Cash  Flows - Fiscal
                    Years  ended  April  29,  2001,  April  30,
                    2000  and  April  25,  1999
                    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 29, 2001, the Company filed the following
reports  on  Form  8-K:

Current  Report  on  Form  8-K  filed  on  June  15, 2000, regarding Item 5 that
announced  the  Company's  earnings for the fourth quarter and fiscal year ended
April  30,  2000.

Current  Report  on  Form  8-K  filed  on August 22, 2000, regarding Item 5 that
announced  the  Company's  earnings  for  the first quarter ended July 30, 2000.

Current  Report  on  Form  8-K filed on November 21, 2000, regarding Item 5 that
announced  the Company's earnings for the second quarter ended October 29, 2000.

Current  Report  on  Form  8-K  filed  on January 9, 2001, regarding Item 5 that
announced  its  expected earnings shortfall for the third quarter ending January
28,  2001.

Current  Report  on  Form  8-K  filed on January 11, 2001, regarding Item 5 that
announced  the  registrant's  plans  to repurchase up to an additional 1,500,000
shares  of  its  common  stock.


<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  30,  2001     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  30,  2001      /s/  Bernard  Goldstein
                            ------------------------
          Bernard  Goldstein,  Chairman  of  the  Board,
          Chief  Executive  Officer  and  Director
          (Principal  Executive  Officer)


Dated:  July  30,  2001      /s/  John  M.  Gallaway
                            ------------------------
          John  M.  Gallaway,  President,  Chief  Operating Officer and Director


Dated:  July  30,  2001      /s/  Rexford  A.  Yeisley
                            --------------------------
          Rexford  A.  Yeisley,  Chief  Financial  Officer
          (Principal  Financial  and  Accounting  Officer)


Dated:  July  30,  2001      /s/  Allan  B.  Solomon
                            ------------------------
          Allan  B.  Solomon,  Executive  Vice  President,
          Secretary,  General  Counsel  and  Director


Dated:  July  30,  2001      /s/  Emanuel  Crystal
                            ----------------------
          Emanuel  Crystal,  Director


Dated:  July  30,  2001      /s/  Robert  S.  Goldstein
                            ---------------------------
          Robert  S.  Goldstein,  Director


Dated:  July  30,  2001      /s/  Alan  J.  Glazer
                            ----------------------
          Alan  J.  Glazer,  Director


Dated:  July  30,  2001      /s/  W.  Randolph  Baker
                            -------------------------
          W.  Randolph  Baker,  Director

<PAGE>
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>



<S>      <C>                                      <C>
EXHIBIT
NUMBER        EXHIBIT
-------       --------
2.1           Agreement and Plan of Merger, dated as of October 5, 1999. (21)

2.1A          Agreement and Plan of Merger, dated as of December 19, 1999. (22)

3.1           Certificate of Incorporation of Casino America, Inc., as amended. (5)

3.1A          Amendment to the Company's Certificate of Incorporation dated September 28, 1998. (18)

3.2           Bylaws of Casino America, Inc., as amended. (5)

3.2A          Amendments to Bylaws of Casino America, Inc. dated as of February 7, 1997. (14)

4.1           Specimen Certificate of Common Stock. (2)

4.2A          Specimen Warrant Agreement with respect to warrants to purchase 900,000 shares of Isle of Capri Casinos, Inc. Co

4.2B          Form of Warrant Agreement with respect to warrants to purchase 500,000 shares of Isle of Capri Casinos, Inc. Com

4.3A          Warrant, dated June 9, 1995, of Crown Casino Corporation to purchase up to 416,667 shares of Common Stock of Isl

4.3B          Warrant, dated May 3, 1996, of Crown Casino Corporation to purchase up to 416,667 shares of Common Stock of Isle

4.4A          Indenture dated as of August 1, 1996 between Casino America, Inc. and Fleet National Bank, as Trustee. (8)

4.4B          First Supplemental Indenture dated as of April 21, 1999, between Isle of Capri Casinos, Inc. and Fleet National

4.5           Isle of Capri Casinos, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request,

4.6           Rights Agreement dated as of February 7, 1997 between Casino America, Inc. and Norwest Bank Minnesota, N.A., as R

4.7           Indenture, dated as of April 23, 1999, among the Company, the Subsidiary Guarantors named therein and State Stree

4.8           Registration Rights Agreement dated as of April 23, 1999, among Isle of Capri Casinos, Inc., the Subsidiary Guara



10.1          Amended and Restated Berth Rental Agreement dated May 12, 1992 between the Biloxi Port Commission and Riverboat

10.2          Biloxi Waterfront Project Lease dated May 12, 1986 with Point Cadet Development Corporation. (2)

10.3          Addendum to Lease Agreement, dated August 1, 1992, between the City of Biloxi, Mississippi, Point Cadet Developm

10.3A         Second Addendum to Lease, dated April 9, 1994, by and between the City of Biloxi, Mississippi, Point Cadet Deve

10.3B         Third Addendum to Casino Lease, dated April 26, 1995, by and between the City of Biloxi, Mississippi, Point Cad

10.4          Declaration of Shared Facilities Agreement for the Isle of Capri Casino and Hotel, Biloxi, Mississippi, dated as

10.5          Agreement for Sale and Purchase by and between Casino America, Inc. and Pompano Park Associates, Limited Partner

10.6          Variable Gaming Adjustment Covenant made as of June 30, 1995 by PPI, Inc. in favor of Pompano Park Associates, L

*10.7         Casino America, Inc. 1992 Stock Option Plan. (1)

*10.8         Casino America, Inc. 1992 Stock Option Plan Amendment. (3)

*10.9         Casino America, Inc. 1993 Stock Option Plan, as amended. (7)

*10.10        Casino America, Inc. description of Employee Bonus Plan. (3)

10.11         Management Agreement dated January 4, 1993 between Riverboat Services, Inc. and Louisiana Riverboat Gaming Part

10.12         Management Agreement dated as of March 2, 1995 between Riverboat Services, Inc. and St. Charles Gaming Company, Inc.
              (7)

*10.13        Casino America, Inc. Retirement Trust and Savings Plan. (3)

*10.14        Director's Option Plan. (6)

10.15         Biloxi Waterfront Project Lease dated April 9, 1994 by and between the City of Biloxi, Mississippi and Riverboa

10.15A        First Amendment to Biloxi Waterfront Project Lease (Hotel Lease), dated April 26, 1995, by and between Riverbo

10.16         Crowne Plaza Resort New Development License Agreement between Holiday Inns Franchising, Inc. and Riverboat Corp

10.17         Security Agreement - Pledge dated as of June 9, 1995, between Louisiana Riverboat Gaming Partnership and Crown

10.18         Shareholders Agreement, dated as of June 9, 1995 by and between Crown Casino Corporation and Louisiana Riverboa

10.19         Amended and Restated Lease between Port Resources, Inc. and CRU, Inc., as landlords and St. Charles Gaming Comp

10.20         Development Agreement between St. Charles Gaming Company, Inc. and Calcasieu Parish Police Jury dated June 5, 1995.
              (7)

10.21         Note Purchase Agreement, dated as of July 20, 1995, by and among Louisiana Riverboat Gaming Partnership, St. Ch

10.22         Lease between Pompano Park Associates, Inc., as Lessor, and Casino America, Inc., as Lessee, dated as of July 1

10.23         Promissory Note dated June 29, 1995 by and between PPI, Inc. and Capital Bank. (9)

*10.24        Employment Agreement dated January 6, 1999 between Isle of Capri Casinos, Inc. and John M. Gallaway. (18)

*10.25        Employment Agreement dated January 6, 1999 between Isle of Capri Casinos, Inc. and Allan B. Solomon. (18)

*10.26        Employment Agreement dated January 6, 1999 by and between Isle of Capri Casinos, Inc. and Rexford A. Yeisley. (18)

*10.27        Employment Agreement dated January 6, 1999 by and between Isle of Capri Casinos, Inc. and Timothy M. Hinkley. (18)

10.28         Management Agreement dated April 25, 1997 between Casino America, Inc. and ICB, L.L.C. (15)

10.29         Operating Agreement of ICB, L.L.C. dated as of April 25, 1997 between Casino America of Colorado, Inc. and Blac

10.30         Amended Casino America, Inc. 1992 Stock Option Plan. (11)

10.31         Amended Casino America, Inc. l993 Stock Option Plan. (11)

10.32         Management Agreement dated July 29, 1997 between Casino America, Inc. and Isle of Capri Black Hawk, L.L.C. (16)

10.33         Joint Venture Agreement of Capri Cruises between Commodore Cruises Limited and Isle of Capri Casino Corporation. (18)

*10.34        Amended Casino America, Inc. 1993 Stock Option Plan. (15)

*10.35        Amended Casino America, Inc. 1993 Stock Option Plan. (17)

10.36         Asset Purchase Agreement by and between Tunica Partners, LP and Isle of Capri Casino - Tunica, Inc. and Isle of

10.37         Amendment No. 1 to Asset Purchase Agreement dated December 7, 1998. (19)

10.38         Amendment No. 2 to Asset Purchase Agreement dated February 24, 1999. (19)

*10.39        Employment Agreement dated January 6, 1999 between Isle of Capri Casinos, Inc. and Bernard Goldstein. (18)

10.40         Purchase Agreement, dated as of April 20, 1999, among Isle of Capri Casinos, Inc., the Subsidiary Guarantors na

10.41         Amended and Restated Credit Agreement, dated as of March 2, 2000, among Isle of Capri Casinos, Inc., the lender

10.42         Leases of part of casino site in Natchez, Mississippi dated October 28, 1991 between Lady Luck Mississippi, Inc

10.43         Silver Land, Inc. Amended and Restated Lease Agreement dated December 31, 1992.  Incorporated by reference to E

10.44         Option to purchase site in Jefferson County, Missouri dated July 8, 1993 by and between Lady Luck Kimmswick, In

10.45         Lease in Coahoma, Mississippi dated November 30, 1993 (sic) by and among Roger Allen Johnson, Jr., Charles Brya

10.46         Addendum to Lease dated November 30, 1993 between Roger Allen Johnson, Jr., Charles Bryant Johnson and Magnolia

10.47         Second addendum to lease entered into on November 30, 1993, and amended by that addendum to Lease dated June 22

10.48         Agreement dated July 18, 1994 by and among Green Bridge Company, an Iowa corporation, Bettendorf Riverfront Dev

10.49         Letter Agreement dated October 24, 1994 by and between Alain Uboldi and Lady Luck Gaming Corporation.  Incorpor

10.50         Letter Agreement dated October 24, 1994 by and between Rory J. Reid and Lady Luck Gaming Corporation.  Incorpor

10.51         Real Estate Lease dated January 12, 1995 by and among Green Bridge Company, an Iowa corporation, Bettendorf Riv

10.52         Operation Agreement dated December 2, 1994 by and between Lady Luck Quad Cities, Inc. a Delaware corporation an

10.53         Services Agreement dated as of January 1, 1996 among Lady Luck Gaming Corporation and Marco Polo International

10.54         Stockholder Support Agreement, dated as of October 5, 1999, by Andrew H. Tompkins to and for the benefit of Isl

10.55         Consulting, Advisory and Noncompetition Agreement dated as of October 5, 1999 by and between Isle of Capri Casi

10.56         Form of Credit Agreement between Gamblers Supply Management Company as the Borrower, and Isle of Capri Casinos,

10.57         Amended and Restated Lease Agreement by and between The Port Authority of Kansas City, Missouri and Hilton Hote

10.58         Assignment and Assumption by and among Hilton Hotels Corporation, a Delaware corporation, Isle of Capri Casinos

10.59         Members Agreement of Ardent Gaming, L.L.C. dated as of May 15, 2001 between Isle of Capri Casinos, Inc. and Ard

   21         Subsidiaries of Isle of Capri Casinos, Inc. (18)

 23.1.        Consent of Ernst & Young LLP.



</TABLE>


___________________________
(1)     Filed as an exhibit to the Casino America, Inc.'s Current Report on Form
8-K  filed  June  17,  1992 (File No. 0-20538), and incorporated into the Casino
America,  Inc.'s  Form  10-K  for  the  year ended April 27, 1997, by reference.

(2)     Filed  as  an exhibit to the Casino America Inc.'s Annual Report on Form
10-K  for  the  fiscal  year  ended  April  30,  1992  (File  No.  0-20538), and
incorporated  into the Casino America, Inc.'s Form 10-K for the year ended April
27,  1997,  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
into  Casino  America,  Inc.'s  Form  10-K for the year ended April 27, 1997, by
reference.

(4)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
for  the  fiscal  year ended April 30, 1994 (File No. 0-20538), and incorporated
into  Casino  America,  Inc.'s  Form  10-K for the year ended April 27, 1997, by
reference.

(5)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
Form  S-1  filed  September  3,  1993,  as  amended  (File  No.  33-68434),  and
incorporated  into Casino America, Inc.'s Form 10-K for the year ended April 27,
1997,  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 into Casino
America,  Inc.'s  Form  10-K  for  the  year ended April 27, 1997, by reference.

(7)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
for  the  fiscal  year ended April 30, 1995 (File No. 0-20538), and incorporated
into  Casino  America,  Inc.'s  Form  10-K for the year ended April 26, 1998, by
reference.

(8)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
Form  S-3  filed on March 21, 1996 (No. 333-02610), and incorporated into Casino
America,  Inc.'s  Form  10-K  for  the  year ended April 27, 1997, by reference.

(9)     Filed  as  an exhibit to Casino America, Inc.'s Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 1995, and incorporated into Casino
America,  Inc.'s  Form  10-K  for  the  fiscal  year  ended  April  27, 1997, by
reference.

(10)     Filed  as an exhibit to Casino America, Inc.'s Quarterly Report on Form
10-Q for the fiscal quarter ended January 31, 1996, and incorporated into Casino
America,  Inc.'s  Form  10-K  for  the  fiscal  year  ended  April  27, 1997, by
reference.

(11)     Filed  as  an exhibit to Casino America, Inc.'s Proxy Statement for the
fiscal  year  ended  April  30,  1996,  by  reference.

(12)     Filed  as  an  exhibit  to Casino America, Inc.'s Annual Report on Form
10-K  for  the  fiscal  year  ended  April  30,  1996,  by  reference.

(13)     Filed  as  an  exhibit to Casino America, Inc.'s Current Report on Form
8-K  filed  on  February  24, 1997, and incorporated into Casino America, Inc.'s
Form  10-K  for  the  fiscal  year  ended  April  27,  1997,  by  reference.

(14)     Filed  as  an  exhibit  to Casino America, Inc.'s Annual Report on Form
10-K  for  the  fiscal  year  ended  April  27,  1997,  by  reference.

(15)     Filed  as  an exhibit to Casino America, Inc.'s Proxy Statement for the
fiscal  year  ended  April  27,  1997,  by     reference.

(16)     Filed  as  an  exhibit  to  the Isle of Capri Black Hawk L.L.C./Isle of
Capri  Black Hawk Capital Corp. Registration Statement on Form S-4 (registration
number  333-38093),  and  incorporated into Casino America, Inc.'s Form 10-K for
the  year  ended  April  26,  1998,  by  reference.

(17)     Filed  as  an Exhibit to the Casino America, Inc.'s Proxy Statement for
the  fiscal  year  ended  April  26,  1998,  by  reference.

(18)     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), by
reference.

(19)     Filed  as  an  Exhibit  to  the  Isle of Capri Casinos, Inc.  Quarterly
Report  on  form  10-Q  for  the fiscal quarter ended January 24, 1999 (File No.
0-20538),  by  reference.

(20)     Filed  as  an  Exhibit  to  the  Isle of Capri Casinos, Inc.  Quarterly
Report  on  form  10-Q  for  the fiscal quarter ended January 23, 2000 (File No.
0-20538),  by  reference.

(21)     Filed  as  an Exhibit to the Isle of Capri Casinos, Inc. Current Report
on  Form  8-K  filed  on  October  5,  1999.

(22)     Filed  as  an Exhibit to the Isle of Capri Casinos, Inc. Current Report
on  Form  8-K  filed  on  December  19,  1999.

(23)     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), by
reference.

*Management  contract  or  compensatory  plan.