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 27, 2003

          OR

[    ]     TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
 FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________

               Commission  File  Number  0-20538
                                         -------

                           ISLE OF CAPRI CASINOS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)
                          Delaware          41-1659606
                          --------          ----------

             (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
        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 the registrant is an accelerated file (as defined in
Rule  12b-2  of  the  Act).  Yes  [X]  No  [  ]

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates(1) of the Company is $190,681,101, based on the last reported
sale price of $13.00 per share on October 27, 2002 on the NASDAQ Stock Market;
multiplied  by  14,667,777  shares  of  Common  Stock  outstanding  and  held by
non-affiliates  of  the  Company  on  such  date.

As  of  June  12,  2003,  the Company had a total of 29,102,281 shares of Common
Stock  outstanding  (which  excludes  3,293,223  shares held by us in treasury).

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]

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

<PAGE>

                       DOCUMENT INCORPORATED BY REFERENCE:

                          Document     Part of Form 10-K into which Incorporated
                          --------     -----------------------------------------
Isle  of Capri Casinos, Inc.'s Definitive Proxy Statement
for its Annual Meeting of Stockholders to be held October 7, 2003.      Part III

<PAGE>


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

                                                                            PAGE
PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
------

  ITEM 1.     BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . .      2

  ITEM 2.     PROPERTIES . . . . . . . . .  . . . . . . . . . . . . . . .     35

  ITEM 3.     LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . .     39

  ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . .     41

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     42
-------

  ITEM 5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
             STOCKHOLDER  MATTERS . . . . . . . . . . . . . . . . . . . .     42

  ITEM 6.     SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA. . . . . . .     43

  ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
            CONDITION  AND  RESULTS  OF  OPERATIONS . . . . . . . . . . .     45

  ITEM 7A.    QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
            ABOUT  MARKET  RISK . . . . . . . . . . . . . . . . . . . . .     59

  ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . .     60

  ITEM 9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
            ACCOUNTING  AND  FINANCIAL  DISCLOSURE. . . . . . . . . . . .    112

PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    112
--------

  ITEM 10.   DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . .    112

  ITEM 11.   EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . .    112

  ITEM 12.   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
           MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . .      112

  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . .      112

<PAGE>

  ITEM 14.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . .      113
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      114
-------

  ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS
            ON  FORM  8-K . . . . . . . . . . . . . . . . . . . . . . .      114

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      115

CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      116

<PAGE>
                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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

<PAGE>

PART  I
-------

ITEM  1.          BUSINESS.

OVERVIEW

     We  were  incorporated  in  Delaware  in  February  1990.  We are a leading
developer,  owner  and operator of branded gaming facilities and related lodging
and entertainment facilities in growing markets in the United States.  We wholly
own  and  operate  eleven  gaming facilities located in Lake Charles and Bossier
City,  Louisiana;  Lula, Biloxi, Vicksburg and Natchez, Mississippi; Kansas City
and Boonville, Missouri; Bettendorf, Davenport and Marquette, Iowa.  We also own
a  57%  interest  in  and  receive  management  fees  for  operating  two gaming
facilities  in  Black  Hawk,  Colorado  and  a gaming facility in Cripple Creek,
Colorado.  All  but  three of our gaming facilities operate under the name "Isle
of  Capri"  and  feature our distinctive tropical island theme.  In addition, we
wholly  own  and operate a pari-mutuel harness racing facility in Pompano Beach,
Florida.

     Our  Internet  website  is  http://www.islecorp.com.  We  make  our filings
                                 -----------------------
available free of charge on our Internet website as soon as reasonably practical
after  we  electronically  file  such reports with, or furnish them to, the SEC.

COMPETITIVE  STRENGTHS

     Strong Brand Identity.  All of our casino properties, with the exception of
our Davenport, Cripple Creek and one of our Black Hawk properties, operate under
the  "Isle  of  Capri" name, and the facilities were designed to incorporate our
distinctive  tropical  island  theme.  Most  of  our  gaming  facilities contain
similar  amenities,  including  hotels, one or more of our trademark restaurants
(Farraddays' fine dining restaurant, Calypso's buffet, Kitt's Kitchen restaurant
and  Tradewinds  Marketplace),  a  Banana Cabana gift shop, an entertainment
center  for performances and meetings and ample parking.  Each of our  uniquely
branded  facilities also offers all customers membership in their themed rewards
program,  which  rewards  loyal  customers  with  points  and complimentaries
which can  be redeemed  at  any  of our properties by using a players club card.
These programs are named IsleOne Players Club, the Fan Club, and  the Fast Track
Club at the Isle of Capri properties, Rhythm City-Davenport and Colorado Central
Station properties, respectively.  We believe our brand name conveys excitement,
entertainment,  consistent  high-quality service and value  to  our  customers.

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

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

     Substantial  Capital Investment in Our Properties.  We completed five years
of  expansion  with  the  most  recent  acquisitions  of  the  Colorado  Central
Station-Black  Hawk  and the Colorado Grande-Cripple Creek on April 22, 2003, by
the  Isle-Black  Hawk.  During  that  time,  Isle  of  Capri  grew  from four to
fourteen gaming facilities.  Although we sold two gaming facilities during the
fiscal year ended April  27,  2003,  the  Isle-Black  Hawk  also  acquired  the
two  additional facilities in Colorado.  We believe the substantial investment
in our properties has improved the competitive position of many of our
properties.

<PAGE>

     Effective  Utilization  of  Proprietary  Database.   We  have  developed an
extensive  proprietary database of primarily slot-oriented customers that allows
us  to create effective targeted marketing and promotional programs, merchandise
giveaways,  game  tournaments  and  other  special  events.  To  date,  we  have
implemented  the first and second phases of our IsleOne marketing system.  Phase
I  allows  our  customers  to use our players club card at all of our properties
other  than  Colorado  Grande-Cripple  Creek.  Phase II of our IsleOne marketing
system  was  implemented in June 2002, and includes our IsleMiles program, which
includes  rewards  through  a  partnership  with  Carnival  Cruise Lines.  These
promotional  programs  are designed to reward customer loyalty and maintain high
recognition  of  our  Isle  of  Capri brand.  As of April 27, 2003, our database
contained  approximately  4.7 million members, of whom approximately 1.4 million
receive  regular  communications from us.  We have effectively used our database
to  encourage  repeat visits, increase customers' length of stay and improve our
operating  results.

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

CASINO  PROPERTIES

Here  is  an  overview  of  our existing casino properties as of April 27, 2003:

<TABLE>
<CAPTION>



                                                   DATE OPENED OR  SLOT      TABLE  HOTEL  PARKING
PROPERTY                                           ACQUIRED        MACHINES  GAMES  ROOMS  SPACES
-------------------------------------------------  --------------  --------  -----  -----  -------
<S>                                                <C>             <C>       <C>    <C>    <C>
Louisiana
  Isle-Bossier City . . . . . . . . . . . . . . .  May 1994           1,090     34    530    2,005
  Isle-Lake Charles.. . . . . . . . . . . . . . .  July 1995          1,512     70    493    2,200
Mississippi
  Isle-Biloxi . . . . . . . . . . . . . . . . . .  August 1992        1,177     28    367      709
  Isle-Lula.. . . . . . . . . . . . . . . . . . .  March 2000         1,560     29    486    1,780
  Isle-Natchez. . . . . . . . . . . . . . . . . .  March 2000           687     13    143      908
  Isle-Vicksburg. . . . . . . . . . . . . . . . .  August 1993          767     18    122    1,100
Missouri
  Isle-Boonville. . . . . . . . . . . . . . . . .  December 2001        899     27      -    1,101
  Isle-Kansas City. . . . . . . . . . . . . . . .  June 2000          1,149     25      -    2,054
Iowa
  Isle-Bettendorf.. . . . . . . . . . . . . . . .  March 2000         1,065     36    256    1,539
  Isle-Marquette. . . . . . . . . . . . . . . . .  March 2000           750     13     25      750
  Rhythm City-Davenport.. . . . . . . . . . . . .  October 2000       1,003     19    191      984
Colorado
  Isle-Black Hawk (57% owned) . . . . . . . . . .  December 1998      1,119     14    237    1,100
  Colorado Central Station-Black Hawk (57% owned)  April 2003           754      9      -      546
  Colorado Grande-Cripple Creek (57% owned).. . .  April 2003           223      -      4       44

</TABLE>

<PAGE>

LOUISIANA

The  Isle-Bossier  City

     The  Isle-Bossier  City, which commenced operations in May 1994, is located
on  a  38-acre  site  along  the  Red  River  approximately one-quarter mile off
Interstate  20,  the  main highway connecting Dallas/Ft. Worth, Texas to Bossier
City/Shreveport, Louisiana.  The property consists of a dockside casino offering
1,090  slot  machines  and  34  table  games, a 305-room on-site deluxe hotel, a
225-room  off-site  hotel  located  approximately  two  miles from the casino, a
39,000  square  foot  land-based  pavilion  and  entertainment center, and 2,005
parking spaces including approximately 900 spaces in an attached parking garage.
The  pavilion  and  entertainment  center  offer  a  wide  variety of non-gaming
amenities,  including  a  77-seat  Farraddays'  restaurant, a 301-seat Calypso's
buffet, a 30-seat Tradewinds Marketplace and Caribbean Cove, which features free
live  entertainment and can accommodate 563 customers.  We are in the process of
constructing an additional 265 rooms, a multi-purpose room which can accommodate
1,100  guests,  a  resort  swimming  pool and a rum bar restaurant called Kitt's
Kitchen , all of which are expected to be completed by March 2004.

     The  Bossier  City/Shreveport  market  consists  of  five  dockside  gaming
facilities,  which, in the aggregate, generated gaming revenues of approximately
$824.0  million in calendar 2002.  Among  the other operators of dockside gaming
facilities  in  this  market  are  Harrah's  Entertainment,  Hollywood  Casinos,
Horseshoe  Gaming,  and Pinnacle Entertainment (branded Boomtown). Additionally,
Louisiana  Downs,  a  pari-mutuel  facility  located  six  miles  east  of  the
Isle-Bossier  City, was purchased by Harrah's Entertainment in December 2002 and
opened  900  slot  machines in May 2003.  Bossier City/Shreveport is the closest
gaming  market  to  the  Dallas/Ft.  Worth, Texas metropolitan area, which has a
population  of  approximately 5.2 million and is located approximately 190 miles
west of Bossier City/Shreveport.  We believe that the Isle-Bossier City attracts
customers  primarily  from the local area, northeastern Texas and the Dallas/Ft.
Worth  metropolitan  area.  Approximately  550,000 and 1.8 million people reside
within  50  and  100  miles,  respectively,  of  the  Isle-Bossier  City.

The  Isle-Lake  Charles

     The  Isle-Lake Charles, which commenced operations in July 1995, is located
on a 19-acre site along Interstate 10, the main thoroughfare connecting Houston,
Texas to Lake Charles, Louisiana.  The property consists of two dockside casinos
offering  1,512  slot  machines  and  70 table games, a 252-room deluxe hotel, a
separate  241-room  hotel,  a  105,000  square  foot  land-based  pavilion  and
entertainment  center,  and  2,200 parking spaces, including approximately 1,400
spaces  in  an  attached  parking garage.  The pavilion and entertainment center
offers  customers  a  wide  variety of non-gaming amenities, including a 97-seat
Farraddays'  restaurant,  a  360-seat  Calypso's  buffet,  a 165 seat Tradewinds
Marketplace, a 140-seat Kitt's Kitchen restaurant, a 64-seat Lucky Wins oriental
restaurant and  Caribbean  Cove, which features free live entertainment and can
accommodate 180  customers.  The  pavilion  also  has  a  14,750 square foot
activity center comprised  of  a  1,100-seat  special  events  center  designed
for live boxing, televised  pay-per-view  events,  concerts,  banquets and other
events, meeting facilities  and  administrative  offices.

     The  Lake  Charles  market  consists of two dockside gaming facilities (the
other  of which is operated by Harrah's Entertainment), a Native American casino
and  a  pari-mutuel  facility  (which  is operated by Boyd Gaming) that operates
1,494  slot  machines.  In addition, the last remaining license in Louisiana was
awarded  to Pinnacle Entertainment for a new development which is expected to be
operational  in  the first half of 2005.  The two dockside gaming facilities, in
the  aggregate,  generated  gaming  revenues  of approximately $439.5 million in
calendar  2002.  Lake  Charles  is  the  closest  gaming  market  to the Houston
metropolitan  area,  which  has a population of approximately 4.7 million and is
located  approximately  140  miles  west  of  Lake Charles.  We believe that the
Isle-Lake  Charles  attracts customers primarily from southeast Texas, including
Houston,  Beaumont,  Galveston,  Orange  and  Port  Arthur  and  from local area
residents.  Approximately  490,000  and  1.6 million people reside within 50 and
100  miles,  respectively,  of  the  Isle-Lake  Charles.

<PAGE>

MISSISSIPPI

The  Isle-Biloxi

     The Isle-Biloxi, which commenced operations in August 1992, is located on a
17-acre site at the eastern end of a cluster of facilities known as "Casino Row"
in  Biloxi,  Mississippi,  and  is the first property reached by visitors coming
from  Alabama,  Florida  and  Georgia via Highway 90. The property consists of a
dockside  casino  offering  1,177  slot  machines and 28 table games, a 367-room
hotel,  a 90-seat Farraddays' restaurant, a 425-seat Calypso's buffet, a 64-seat
Tradewinds  Marketplace and 709 parking spaces. An estimated $ 79.0 million will
be  spent  over the next 24 months to expand and enhance the Isle- Biloxi. Plans
include  an  additional  400  hotel  rooms,  an  Isle-branded  Kitt's  Kitchen
restaurant, a 12,000 square-foot multi-purpose center, and expanded pool and spa
area  and  a  1,000-space parking garage, which will provide a podium for future
expansion  for  an  additional  hotel tower. Construction commenced earlier this
fiscal  year.

     The  Mississippi Gulf Coast market (which includes Biloxi, Gulfport and Bay
St.  Louis)  is  one  of  the  largest  gaming  markets in the United States and
consists  of  12  dockside  gaming facilities which, in the aggregate, generated
gaming  revenues of approximately $1.2 billion in calendar 2002. Among the other
operators  of  dockside  gaming  facilities  in this market are MGM Mirage, Park
Place  Entertainment,  Penn  National  Gaming  and  Pinnacle  Entertainment. The
Mississippi  Gulf  Coast,  a regional tourist destination, is the closest gaming
market  to  the  Mobile,  Alabama  metropolitan  area, which has a population of
approximately  540,000 and is located approximately 60 miles east of Biloxi.  We
believe  that  the  Isle-Biloxi attracts customers from the local area, Alabama,
Florida,  Georgia  and  southeastern  Louisiana, including New Orleans and Baton
Rouge.  Approximately  800,000  and  2.9  million people reside within 50 to 100
miles,  respectively,  of  the  Isle-Biloxi.

The  Isle-Lula

     The  Isle-Lula,  which was acquired in March 2000, is strategically located
off of Highway 49, the only road crossing the Mississippi River from Mississippi
to Arkansas for more than 50 miles in either direction. The property consists of
two  dockside  casinos  containing  1,560  slot machines and 29 table games, two
on-site  hotels  with  a  total  of  486  rooms,  a  land-based  pavilion  and
entertainment  center,  and 1,780 parking spaces. The pavilion and entertainment
center  offer  a  wide  variety  of  non-gaming  amenities, including a 100-seat
Farraddays'  restaurant,  a  300-seat  Calypso's buffet and a 48-seat Tradewinds
Marketplace.

     The  Isle-Lula  is  the  only  gaming  facility  in  the  Coahoma  County,
Mississippi  market and generated gaming revenues of approximately $95.0 million
in  calendar  2002.  The  Isle-Lula is the closest gaming facility to the Little
Rock,  Arkansas  metropolitan  area,  which  has  a  population of approximately
580,000  and  is  located  approximately  120  miles  northwest of the property.
Coahoma  County  is  also  located  approximately 60 miles southwest of Memphis,
Tennessee,  which  is  primarily  served  by  10 casinos in Tunica, Mississippi.
Approximately  850,000  people reside within 150 miles of the property's primary
target  market.

The  Isle-Natchez

      The  Isle-Natchez,  which  was  acquired  in March 2000, is located off of
Highways  84  and 85 in western Mississippi. The property consists of a dockside
casino  offering  687 slot machines and 13 table games, a 143-room hotel located
approximately  one  mile  from  the  casino, a 150-seat Calypso's buffet and 908
parking  spaces.

<PAGE>

     The  Isle-Natchez  is  the  only  gaming facility in the Natchez market and
generated  gaming  revenues  of approximately $34.3 million in calendar 2002. We
believe  that  the  Isle-Natchez  attracts  customers  primarily  from among the
110,000  people  residing  within  50  miles  of  the  Isle-Natchez.

The  Isle-Vicksburg

     The  Isle-Vicksburg,  which commenced operations in August 1993, is located
on  an 18-acre site approximately one-mile north of Interstate 20, the main road
connecting Jackson, Mississippi  to  Vicksburg,  Mississippi.  The  property
consists of a dockside casino offering 767 slot machines and 18 table games, a
122-room hotel, a 12,483 square foot land-based pavilion and entertainment
center, 1,100 parking spaces and  a  67-space  recreational vehicle park, a
68-seat Farraddays' restaurant, a 340-seat  Calypso's  buffet,  a  Tradewinds
Marketplace and live entertainment.

     The  Vicksburg  market consists of four dockside gaming facilities that, in
the  aggregate,  generated  gaming  revenues  of approximately $243.7 million in
calendar  2002.  Among the other operators of dockside gaming facilities in this
market  are  Alliance  Gaming, Ameristar Casinos and Harrah's Entertainment. The
Jackson  metropolitan  area is also served by a Native American gaming facility.
Vicksburg  is the closest gaming market to the Jackson, Mississippi metropolitan
area,  which  has  a  population  of  approximately  440,000  and  is  located
approximately  40  miles  east  of Vicksburg. We believe that the Isle-Vicksburg
attracts  customers  primarily  from  the  local  area, Jackson and northeastern
Louisiana.  Approximately  530,000  people  reside  within  50  miles  of  the
Isle-Vicksburg.

MISSOURI

The  Isle-Boonville

     The  Isle-Boonville,  which  opened  on December 6, 2001, is located off of
Interstate  70,  approximately  halfway  between  Kansas City and St. Louis. The
property  consists  of a dockside casino offering 899 slot machines and 27 table
games,  a 32,396 square foot pavilion and entertainment center and 1,101 parking
spaces. The pavilion and entertainment center offers customers a wide variety of
non-gaming  amenities,  including  a  60-seat Farraddays' restaurant, a 282-seat
Calypso's  buffet, a 36-seat Tradewinds Marketplace and a historic display area.

     The  Isle-Boonville is the only gaming facility in the Boonville market and
generated  gaming  revenues  of  approximately $62.0 million in calendar 2002.We
believe the Isle-Boonville attracts most of its customers from the approximately
733,000  persons  living  within a 75-mile radius in central Missouri, including
Jefferson  City  and  Columbia.

The  Isle-Kansas  City

     We  acquired the Isle-Kansas City in June 2000. The facility is the closest
facility  to  downtown  Kansas  City  and consists of a dockside casino offering
1,149  slot  machines  and  25  table games, a 72-seat Farraddays' restaurant, a
325-seat  Calypso's  buffet,  a 24-seat Tradewinds Marketplace and 2,054 parking
spaces.

     The Kansas City market consists of four dockside gaming facilities that, in
the  aggregate,  generated  gaming  revenues  of approximately $612.1 million in
calendar  2002.  Among the other operators of dockside gaming facilities in this
market  are  Ameristar  Casinos,  Argosy  Gaming  and Harrah's Entertainment. We
believe  that  the Isle-Kansas City attracts customers primarily from the Kansas
City  metropolitan  area,  which  has  approximately  1.7  million  residents.

<PAGE>

IOWA

The  Isle-Bettendorf

     The  Isle-Bettendorf,  which  we  acquired in March 2000, is located off of
Interstate  74, an interstate highway serving the Quad Cities metropolitan area.
The  property consists of a riverboat casino offering 1,065 slot machines and 36
table  games,  a  256-room  hotel,  approximately  104,056  square  feet  of
convention/banquet  space,  a  140-seat  Farraddays'  restaurant,  a  320-seat
Calypso's  buffet,  a  30-seat  Tradewinds Marketplace and 1,539 parking spaces.

     The  Quad Cities metropolitan area, consisting of Bettendorf and Davenport,
Iowa  and  Moline  and  Rock  Island,  Illinois,  currently  has  three  gaming
operations;  Our two gaming facilities, the Isle-Bettendorf and the Rhythm City-
Davenport,  and  one  smaller  operator. The three operations in the Quad Cities
generated,  in the aggregate, gaming revenues of approximately $201.7 million in
calendar  2002. In addition to the Quad Cities metropolitan area, our operations
in  the  Quad  Cities  also  compete with gaming operations in Peoria, Illinois;
Dubuque, Clinton and Des Moines, Iowa; and to a lesser extent, gaming operations
in  Chicago,  Illinois.

The  Isle-Marquette

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

     The  Isle-Marquette  is  the  only  gaming  facility in the Marquette, Iowa
market, and generated gaming revenues of approximately $40.3 million in calendar
2002.  We  believe the Isle-Marquette draws most of its customers from northeast
Iowa and Wisconsin and to some extent, competes for those customers with another
riverboat  facility and a racetrack with slot machines, both of which are in the
Dubuque  area.

The  Rhythm  City-Davenport

     The  Rhythm  City-Davenport,  which we acquired in October 2000, is located
between Interstates 74, 80 and 280.  The property consists of a riverboat gaming
facility  offering  1,003  slot  machines  and  19 table games, a 191-room hotel
located approximately four blocks from the casino, a 290-seat Hit Parade buffet,
a  76-seat  Rock  Around  the  Clock  diner  and  984  parking  spaces.

COLORADO

The  Isle-Black  Hawk

     The Isle-Black Hawk, which commenced operation in December 1998, is located
on  an  approximately  10-acre  site  and  is one of the first gaming facilities
reached by customers arriving from Denver via Highway 119, the main thoroughfare
connecting Denver to Black Hawk. The property currently consists of a land-based
casino  with  1,119 slot machines and 14 table games, a 237-room hotel and 1,100
parking  spaces  in  an attached parking garage. The Isle-Black Hawk also offers
customers  a  wide  variety  of  non-gaming  amenities,  including  a  78-seat
Farraddays'  restaurant,  a  228-seat  Calypso's  buffet,  a  32-seat Tradewinds
Marketplace  and  a 4,000 square foot event center that can be used for meetings
and  entertainment.  We  own  57% of the Isle-Black Hawk through an unrestricted
subsidiary  and  receive  a  management  fee  for  operating  the  facility.

<PAGE>

     The  Black  Hawk/Central City market consists of 25 gaming facilities (nine
of  which  have  more  than  600  slot machines), which, in aggregate, generated
gaming  revenues of approximately $577.0 million in calendar 2002. Black Hawk is
the closest gaming market to the Denver, Colorado metropolitan area, which has a
population  of  approximately  2.5 million and is located approximately 40 miles
east  of  Black  Hawk.  We  believe  that the Isle-Black Hawk attracts customers
primarily  from Denver, Boulder, Fort Collins and Golden, Colorado and Cheyenne,
Wyoming.

The  Colorado  Central  Station-Black  Hawk

     The  Colorado  Central Station-Black Hawk, which we acquired in April 2003,
is  located  across  the  intersection  of  Main Street and Mill Street from the
Isle-Black  Hawk.  The  property  currently consists of a land-based casino with
754  slot  machines,  9  table  games  and 546 parking spaces across two parking
areas.  The  property  also  offers  guests  three  dining options including the
Whistle Stop buffet, Fire Box restaurant, and the Chew Chew deli.  We own 57% of
the  Colorado  Central Station-Black Hawk through an unrestricted subsidiary and
receive  a  management  fee  for  operating  the  facility.

The  Colorado  Grande-Cripple  Creek

     The  Colorado  Grande-Cripple  Creek,  which  we acquired in April 2003, is
located  at a primary intersection, near the center of the Cripple Creek market.
The property currently consists of a land-based casino with 223 slot machines,
no table games,  a 4-room hotel  and  44 parking spaces.  The property offers
guests dining at Maggie's restaurant.  We own 57% of the Colorado Grande-Cripple
Creek  through  an  unrestricted  subsidiary  and  receive  a management fee for
operating  the  facility.

     The  Cripple  Creek  market  consists of 17 gaming facilities and generated
gaming revenues of approximately $142.4 million in calendar 2002.  Cripple Creek
is  40  miles  west  of  Colorado  Springs, Colorado, which is 30 miles south of
Denver, Colorado, a metropolitan area that has a population of approximately 2.5
million.  We  believe  that the Colorado Grande-Cripple Creek attracts customers
primarily  from Colorado Springs, Fort Carson and smaller areas south of Denver.

POMPANO  PARK

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

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

MARKETING

     We attract customers to our casinos by designing and implementing marketing
and  promotional  programs  that  emphasize  our  Isle of Capri, Rhythm City and
Colorado Central Station brands and reward loyal customers. We have developed an
extensive  proprietary database of primarily slot-oriented customers that allows
us  to create effective targeted marketing and promotional programs, merchandise
giveaways,  game  tournaments  and  other  special  events.  These  programs are
designed to reward customer loyalty, attract new customers to our properties and
maintain high recognition of our brands.  Also phase II of our IsleOne marketing
system  was  implemented in June 2002, and includes our IsleMiles program, which
includes  rewards  through  a  partnership  with  Carnival  Cruise  Lines.

<PAGE>

     As  of  April  27,  2003,  our database contained approximately 4.7 million
members,  of whom approximately 1.4 million receive regular mailings. To develop
this database, we offer  all  of our customers membership in the IsleOne Players
Club at Isle of Capri properties,  the Fan Club at the Rhythm City-Davenport and
the Fast Track Club  at  the Colorado Central Station properties. These programs
reward loyal customers  with  IsleOne points that can be redeemed at our casinos
by using our players  club  card.  Currently,  the  players  club card allows us
to track the members'  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.

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

EMPLOYEES

     As of April 27, 2003, we employed approximately 11,000 people.  None of our
employees are subject to a collective bargaining agreement.  We believe that our
relationship  with  our  employees  is  satisfactory.

SEASONALITY

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

<PAGE>

RISK  FACTORS

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

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

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

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

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

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

<PAGE>

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

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

WE  ARE  SUBJECT  TO  THE  POSSIBILITY  OF  AN  INCREASE  IN  GAMING  TAXES.

     State  and  local authorities raise a significant amount of revenue through
taxes  and  fees  on  gaming  activities.  We  believe  that  the  prospect  of
significant  revenue  is  one  of  the primary reasons that jurisdictions permit
legalized  gaming.  As  a  result,  gaming  companies  are  typically subject to
significant  taxes  and  fees  in  addition  to normal federal, state, local and
provincial  income taxes, and such taxes and fees are subject to increase at any
time.  We  pay  substantial taxes and fees with respect to our operations.  From
time  to  time,  federal,  state, local and provincial legislators and officials
have  proposed  changes  in  tax  laws,  or  in the administration of such laws,
affecting the gaming industry.  In addition, worsening economic conditions could
intensify  the  efforts of state and local governments to raise revenues through
increases  in  gaming  taxes.  For example, in June 2002 and again in June 2003,
the state legislature in Illinois, a state in which we do not own or operate any
casinos, voted to increase gaming taxes to fund a budget shortfall.  Some of the
states  in  which  we own or operate casinos also have budget shortfalls and may
increase  gaming  taxes  to raise more revenue.  It is not possible to determine
with certainty the likelihood of changes in tax laws or in the administration of
such  laws.  Such  changes,  if adopted, could have a material adverse effect on
our  business,  financial  condition  and  results  of  operations.

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

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

<PAGE>

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

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

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

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

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

     Our  continued  success will depend, among other things, on the efforts and
skills  of  a  few  key  executive  officers  and the experience of our property
managers  as  well  as  our  ability  to  attract  and  retain additional highly
qualified personnel with gaming industry experience and qualifications to obtain
the  requisite  licenses.  On  January  22,  2003,  we announced that Timothy M.
Hinkley,  currently  our  Senior  Vice  President  of  Operations, would succeed
President  and  Chief  Operating  Officer  John  M. Gallaway upon his retirement
effective  July  1, 2003.  We do not maintain ''key man'' life insurance for any
of  our  employees.  There  is no assurance that we would be able to attract and
hire  suitable  replacements  for  any  of  our key employees. We need qualified
executives,  managers  and  skilled employees with gaming industry experience to
continue  to successfully operate our business. We believe a shortage of skilled
labor in the gaming industry may make it increasingly difficult and expensive to
attract  and retain qualified employees. We expect that increased competition in
the  gaming  industry  will  intensify  this  problem.

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

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

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

<PAGE>

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

WE  EXPERIENCE  QUARTERLY  FLUCTUATIONS  IN  RESULTS  OF  OPERATIONS.

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

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

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

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

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

OUR  SUBSTANTIAL  INDEBTEDNESS  COULD  ADVERSELY  AFFECT  OUR  FINANCIAL HEALTH.

     We  now have a significant amount of indebtedness. As of April 27, 2003, we
had  $1.03  billion  of  total  debt  outstanding.

     Our  significant  indebtedness  could have important consequences, such as:

-     limiting  our  ability  to obtain additional financing to fund our working
capital  requirements,  capital expenditures, debt service, general corporate or
other  obligations,  including  our  obligations  with  respect  to  the  notes;
-     limiting  our  ability  to  use  operating cash flow in other areas of our
business  because  we must dedicate a significant portion of these funds to make
principal  and  interest  payments  on  our  indebtedness;
-     increasing  our  interest  expense  if  there is a rise in interest rates,
because a portion of our borrowings under our senior secured credit facility are
subject  to interest rate periods with short-term durations (typically 30 to 180
days)  that  require  ongoing  refunding  at the then current rates of interest;
-     causing our failure to comply with the financial and restrictive covenants
contained in the indenture and agreements

<PAGE>

governing the notes, and the indenture and agreements governing the 8.75% senior
subordinated notes due 2009, the 9.00% senior  subordinated  notes due 2012, our
senior secured credit facility and our other  indebtedness  which  could  cause
a  default under those instruments and which,  if  not  cured or  waived,  could
have a material adverse effect on us;
-     placing us at a competitive disadvantage to our competitors who are not as
highly  leveraged;  and
-     increasing  our  vulnerability  to  and  limiting  our ability to react to
changing  market  conditions,  changes  in  our industry and economic downturns.

     Any of the factors listed above could have a material adverse effect on our
business,  financial  condition  and  results  of operations. In addition, as of
April  27, 2003, we had the capacity to issue additional indebtedness, including
the  ability  to incur additional indebtedness under all of our lines of credit,
of  approximately  $288.1  million,  subject  to  the limitations imposed by the
covenants in the senior secured credit facility and the indentures governing our
notes.  The indenture governing our notes and the senior secured credit facility
contain  financial  and other restrictive covenants, but will not fully prohibit
us  from incurring additional debt. If new debt is added to our current level of
indebtedness,  related  risks  that  we  and  you  now  face  could  increase.

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

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

REGULATION  AND  LICENSING

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

<PAGE>

LOUISIANA

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

-     licensees  must  have  adequate  protection  and  indemnity  insurance;

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

-     receive  dividends  or  interest  on  securities  of  the  corporation;

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

-     receive  remuneration  or  economic  benefit  from  the  licensee;

-     exercise  significant  influence  over  activities  of  the  licensee;  or

-     continue  its  ownership  or  economic  interest  in  the  licensee.

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

<PAGE>

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

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

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 that may be utilized for
gaming.  There  are  no limitations on the number of gaming licenses that may be
issued  in  Mississippi.

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

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

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

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

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

-     prevent  cheating  and  fraudulent  practices;  and

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

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

     We  are  registered  as a publicly traded corporation under the Mississippi
Gaming  Control  Act.  Our  gaming  operations  in  Mississippi  are  subject to
regulatory  control  by  the  Mississippi  Gaming

<PAGE>

Commission,  the  State  Tax Commission and various other local, city and county
regulatory  agencies  (collectively  referred  to  as  the  "Mississippi  Gaming
Authorities").  Our  subsidiaries  have  obtained  gaming  licenses  from  the
Mississippi  Gaming  Authorities.  Any  proposed  gaming  operations  outside of
Mississippi  are  also subject to approval by the Mississippi Gaming Commission.
The licenses held by our Mississippi gaming operations have terms of three years
and  are  not transferable. The Isle-Biloxi received a renewal gaming license in
May  2000,  and the Isle-Vicksburg obtained a renewal gaming license in February
2001.  The  Isle-Tunica  obtained  a  renewal  gaming  license  in  May 2001 and
surrendered that license in October 2002.  The Isle-Natchez received its current
license  in  June  2000,  and the Isle-Lula received its current license in July
2000. There is no assurance that new licenses can be obtained at the end of each
three-year period of a license. Moreover, the Mississippi Gaming Commission may,
at  any time, and for any cause it deems reasonable, revoke, suspend, condition,
limit  or  restrict  a  license  or  approval  to  own  shares  of  stock in our
subsidiaries  that  operate  in  Mississippi.

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

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

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

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

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

<PAGE>

     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 corporation's stock. However, the Mississippi Gaming
Commission  has  adopted  a  regulation  that may permit certain "institutional"
investors  to  obtain  waivers  that allow them to beneficially own, directly or
indirectly,  up  to  15%  (19%  in  certain  specific  instances)  of the voting
securities  of  a  registered  publicly  traded corporation 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. We believe that compliance by us with the
licensing  procedures  and  regulatory  requirements  of  the Mississippi Gaming
Commission will not affect the marketability of our securities. Any person found
unsuitable  who  holds,  directly or indirectly, any beneficial ownership of our
securities  beyond such time as the Mississippi Gaming Commission prescribes may
be  guilty  of  a  misdemeanor.  We are subject to disciplinary action if, after
receiving  notice that a person is unsuitable to be a stockholder or to have any
other relationship with us or our subsidiaries operating casinos in Mississippi,
we:

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

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

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

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

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

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

<PAGE>

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

     We  must  maintain in the State of Mississippi current stock ledgers, which
may  be  examined  by  the  Mississippi  Gaming  Authorities at any time. If any
securities  are held in trust by an agent or by a nominee, the record holder may
be  required to disclose the identity of the beneficial owner to the Mississippi
Gaming Authorities. A failure to make such disclosure may be grounds for finding
the  record  holder unsuitable. We must render maximum assistance in determining
the  identity  of  the  beneficial  owner.

     Mississippi  law  requires  that  certificates  representing  shares of our
common stock bear a legend to the general effect that the securities are subject
to  the Mississippi Gaming Control Act and regulations of the Mississippi Gaming
Commission.  The  Mississippi  Gaming  Commission  has  the authority to grant a
waiver  from  the  legend  requirement,  which we have obtained. The Mississippi
Gaming  Commission,  through  the  power  to regulate licenses, has the power to
impose  additional  restrictions  on  the holders of our securities at any time.

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

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

-     theme  parks;

-     golf  courses;

-     marinas;

-     entertainment  facilities;

-     tennis  complexes;  and

-     any  other  facilities  approved  by  the  Mississippi  Gaming Commission.

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

     License  fees  and taxes are payable to the State of Mississippi and to the
counties  and  cities  in  which  a  Mississippi  gaming subsidiary's respective
operations  will  be  conducted.  The  license  fee  payable  to  the  state  of
Mississippi  is  based  upon gross revenue of the licensee (generally defined as
gaming  receipts  less

<PAGE>

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

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

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

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

MISSOURI

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

     In  order  to  obtain  a  riverboat  gaming license, the proposed operating
business  entity must complete a Class A Riverboat Gaming Application, comprised
of  comprehensive  application  forms,  including corroborating attachments, and
undergo an extensive background investigation by the Missouri Gaming Commission.
In addition, each key person associated with the applicant (including directors,
officers,  managers  and  owners of a significant direct or indirect interest in
the applicant) must complete a Riverboat Gaming Application Form I and undergo a
background  investigation.  Certain key business entities closely related to the
applicant  or  "business  entity key persons" must undergo a similar application
process  and  background  check.  An  applicant  will  not  receive a license to
conduct  gambling  games  and  to  operate  an  excursion  gambling  boat if the
applicant  and  its  key  persons  have  not  established

<PAGE>

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  related  facilities.

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

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

     Any  transfer  or  issuance of ownership interest in a publicly held gaming
licensee  or  its  holding company that results in an entity owning, directly or
indirectly,  an  aggregate  ownership  interest  of  5%  or  more  in  the
gaming  licensee must be reported to the Missouri Gaming Commission within seven
days.  Further,  any  pledge  or  hypothecation  of  five percent or more of the
ownership  interest  in  a  publicly held gaming licensee or its holding company
must  be  reported  to  the  Missouri  Gaming  Commission  within  seven  days.

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

     Riverboat  gaming operations may only be conducted on the Missouri River or
Mississippi River. Although, all of the excursion gambling boats in Missouri are
permanently  moored  boats  or barges, a two hour simulated cruise is imposed in
order  to  ensure  the  enforcement  of  loss  limit  restrictions.  Missouri

<PAGE>

law  imposes  a  maximum loss per person per cruise of $500. Minimum and maximum
wagers  on games are set by the licensee and wagering may be conducted only with
a  cashless  wagering  system,  whereby money is converted to tokens, electronic
cards or chips that can only be used for wagering. No person under the age of 21
is  permitted  to wager, and wagers may only be taken from a person present on a
licensed  excursion  gambling  boat.

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

     The  Missouri  Riverboat  Gambling  Act  also requires that licensees pay a
$2.00  admission  tax to the Missouri Gaming Commission for each person admitted
to  a  gaming  cruise.  The  licensee  is  required to maintain public books and
records  clearly  showing amounts received from admission fees, the total amount
of gross receipts and the total amount of adjusted gross receipts.  In addition,
all  local  income,  earnings,  use,  property and sales taxes are applicable to
licensees.  There  are  currently  pending  before the Missouri General Assembly
several  proposed  bills which individually or in combination would, if adopted,
(1)  remove  the  loss  limit restriction, (2) adjust the amount of wagering tax
imposed  on adjusted gross receipts of licensees and/or (3) adjust the amount of
admission tax paid by the licensee for each person admitted for a gaming cruise.
The  Missouri  General  Assembly  concludes  its  current  session in June 2003.

IOWA

     In  1989,  the  State of Iowa legalized riverboat gaming on the Mississippi
River  and  other  waterways  located  in  Iowa.  The legislation authorized the
granting of licenses to non-profit corporations that, in turn, are permitted
to  enter  into  operating  agreements  with qualified persons who also actually
conduct  riverboat  gaming  operations. Such operators must likewise be approved
and  licensed  by  the  Iowa  Racing  and  Gaming  Commission  (the "Iowa Gaming
Commission").

     The Isle-Bettendorf has the right to renew its operator's contract with the
Riverbend  Regional  Authority,  a  non-profit corporation organized for the
purpose  of  facilitating  riverboat  gaming in Bettendorf, Iowa, for succeeding
three-year  periods  as  long  as  Scott  County  voters  approve  gaming in the
jurisdiction.  Under  the  operator's  contract,  the  Isle-Bettendorf  pays the
Riverbend Regional Authority a fee equal to 4.1% of the adjusted gross receipts.
Further,  the Isle-Bettendorf generally must pay a fee to the City of Bettendorf
equal  to  1.65%  of  adjusted  gross  receipts.

     In  June  1994,  Upper  Mississippi  Gaming  Corporation,  a non-profit
corporation  organized  for  the  purpose  of  facilitating  riverboat gaming in
Marquette, Iowa, entered into an operator's agreement for the Isle-Marquette for
a  period  of  twenty-five years. Under the management agreement, the non-profit
organization  is to be paid a fee of $0.50 per passenger. Further, pursuant to a
dock  site  agreement  (which  also  has  a  term  of  twenty-five  years),  the
Isle-Marquette  is  required to pay a fee to the City of Marquette in the amount
of  $1.00  per  passenger,  plus a fixed amount of $15,000 per month and 2.5% of
gaming  revenues (less state wagering taxes) in excess of $20.0 million but less
than  $40.0 million; 5% of gaming revenues (less state wagering taxes) in excess
of  $40.0 million but less than $60.0 million; and 7.5% of gaming revenues (less
state  wagering  taxes)  in  excess  of  $60.0  million.

     On  October  2000,  the  Riverboat  Development Authority, a non-profit
corporation  organized  for  the  purpose  of  facilitating  riverboat gaming in
Davenport, Iowa, entered into an operator's agreement with the Isle-Davenport to
conduct  riverboat  gaming  in Davenport, Iowa. The operating agreement requires
the  Isle-Davenport  to  make  weekly  payments  to  the  qualified  sponsoring
organization equal to 4.1% of each week's adjusted gross receipts (as defined in
the  enabling  legislation)  or  $38,461.54,  whichever  is  greater.

<PAGE>

This agreement will remain in effect through March 31, 2009 and may be extended
by the Isle-Davenport so long as it holds a license to conduct gaming.  In
addition, the Isle-Davenport pays a docking fee, gaming tax and a payment in
lieu of taxes to the City of Davenport. Pursuant to a development agreement with
the  City,  the  Isle-Davenport  has exclusive docking privileges in the City of
Davenport until March 31, 2017 in consideration of this docking fee. The docking
fee has both a fixed base and a per passenger increment. The fixed fee commenced
April  1,  1994  at  $111,759  and  increases  annually  by  4%. The incremental
component is a $0.10 charge for each passenger in excess of 1,117,579 passengers
(which  charge  also  increases  by 4% per year). The City is also guaranteed an
annual  gaming  tax  of $558,789.50 per year (based on a minimum passenger floor
count  of  1,117,579  passengers  at  $0.50  per  passenger).  Finally,  the
Isle-Davenport  is  obligated  to  pay a payment in lieu of taxes to support the
downtown  development district. This annual lump sum payment is in the amount of
$123,516  plus  $0.20  per  passenger  in  excess  of 1,117,579 passengers. This
payment  in  lieu  of  taxes  is  further subject to a minimum $226,179 per year
payment.

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

     All Iowa licenses  were approved for  renewal at the March 6, 2003, Iowa
Gaming  Commission meeting. These licenses are not transferable and will need to
be renewed in March 2004 and prior to the commencement of each subsequent annual
renewal  period.

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

     Gaming  licenses  granted  to  individuals  must be renewed every year, and
licensing  authorities  have  broad  discretion  with  regard  to such renewals.
Licenses  are  not transferable. The Iowa gaming operations must submit detailed
financial and operating reports to the Iowa Gaming Commission. Certain contracts
of licensees in excess of $100,000 must be submitted to and approved by the Iowa
Gaming  Commission.

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

<PAGE>

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

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

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

-     is  not  the  true  owner  of  the  enterprise;

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

COLORADO

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

     The  Colorado  Commission  is  empowered  to issue five types of gaming and
gaming-related licenses, and has delegated authority to the Colorado Director to
issue  certain  types  of licenses and approve certain changes in ownership. The
licenses  are  revocable  and  non-transferable. The failure or inability of the
Isle-Black  Hawk,  the  Colorado  Central  Station-Black  Hawk  or  the Colorado
Grande-Cripple  Creek  (the  "Colorado  Casino"  or  collectively, the "Colorado
Casinos"),  or  the  failure  or  inability of others associated with any of the
Colorado  Casinos,  including  us,  to  maintain  necessary  gaming  licenses or
approvals  would  have  a material adverse effect on our operations. All persons
employed  by  any of the Colorado Casinos, and involved, directly or indirectly,
in  gaming  operations in Colorado also are required to obtain a Colorado gaming
license. All licenses must be renewed annually, except those for key and support
employees,  which  must  be  renewed  every  two  years.

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

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

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

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

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

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

-     a registered broker or dealer acts as a  market  maker  for the stock of a
publicly traded

<PAGE>

licensee  or  of  a publicly traded company affiliated with a licensee and
exercises  voting rights in less than 5% of the outstanding voting securities of
the  publicly  traded  licensee  or  publicly  traded  company affiliated with a
licensee;

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

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

-     a  person's  sole  ownership  interest  is less than 5% of the outstanding
voting  securities  of  the  publicly traded licensee or publicly traded company
affiliated  with  a  licensee.

     Because  we own the Colorado Casinos, our business opportunities, and those
of  persons  with an "ownership interest" in us, or any of the Colorado Casinos,
are  limited  to  interests  that  comply  with the Colorado Regulations and the
Colorado  Commission's  rule.

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

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

     Under  the  Colorado Regulations, any person or entity having any direct or
indirect  interest  in  a  gaming licensee or an applicant for a gaming license,
including, but not limited to, us, Casino America of Colorado, Inc., IC Holdings
Colorado,  Inc.,  CCSC/Blackhawk, Inc., Colorado Grande Enterprises, Inc. or any
of  the  three  Colorado  Casinos and their security holders, may be required to
supply  the Colorado Commission with substantial information, including, but not
limited  to,  background  information,  source  of  funding information, a sworn
statement  that such person or entity is not holding his or her interest for any
other party, and fingerprints. Such information, investigation and licensing (or
finding of suitability) as an "associated person" automatically will be required
of  all  persons  (other  than  certain institutional investors discussed below)
which  directly  or  indirectly  beneficially  own  10%  or  more of a direct or
indirect  beneficial ownership or interest in any of the three Colorado Casinos,
through  their  beneficial  ownership  of  any class of voting securities of us,
Casino  America  of  Colorado, Inc., IC Holdings Colorado, Inc., CCSC/Blackhawk,
Inc.,  Colorado  Grande  Enterprises, Inc. or any of the three Colorado Casinos.
Those  persons  must  report  their interest within 10 days and file appropriate
applications  within 45 days after acquiring that interest. Persons who directly
or  indirectly  beneficially  own  5% or more (but less than 10%) of a direct or
indirect  beneficial ownership or interest in any of the three Colorado Casinos,
through  their  beneficial  ownership  of  any class of voting securities of us,
Casino  America  of  Colorado, Inc., IC Holdings Colorado, Inc., CCSC/Blackhawk,
Inc.,  Colorado  Grande  Enterprises, Inc. or any of the three Colorado Casinos,
must  report  their  interest  to  the  Colorado  Commission  within  10  days

<PAGE>

after  acquiring  that  interest  and  may  be  required  to  provide additional
information  and to be found suitable. (It is the current practice of the gaming
regulators to require findings of suitability for persons beneficially owning 5%
or  more  of  a  direct or indirect beneficial ownership or interest, other than
certain  institutional  investors  discussed  below.)  If  certain institutional
investors  provide  specified  information  to  the  Colorado Commission and are
holding  for  investment  purposes  only,  those  investors,  in  the  Colorado
Commission's  discretion,  may  be permitted to own up to 14.99% of the Colorado
Casinos  through their beneficial ownership in any class of voting of securities
of  us,  Casino  America  of  Colorado,  Inc.,  IC  Holdings  Colorado,  Inc.,
CCSC/Blackhawk,  Inc.,  Colorado  Grande  Enterprises,  Inc. or any of the three
Colorado  Casinos, before being required to be found suitable. All licensing and
investigation  fees  will  have  to  be  paid  by  the  person  in question. The
associated  person  investigation  fee  currently  is  $62  per  hour.

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

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

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

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

     The  Colorado  Commission  and  the  Colorado Division have interpreted the
Colorado  Regulations  to permit the Colorado Commission to investigate and find
suitable persons or entities providing financing to or acquiring securities from
us,  Casino  America  of  Colorado,  Inc.,  IC  Holdings  Colorado,  Inc.,
CCSC/Blackhawk,  Inc.,  Colorado  Grande  Enterprises,  Inc. or any of the three
Colorado  Casinos.  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

<PAGE>

not  require  the  prior  approval  for  the  execution  of credit facilities or
issuance  of  debt  securities,  the  Colorado  regulators  reserve the right to
approve,  require  changes  to  or  require  the  termination  of any financing,
including  if  a  person  or  entity is required to be found suitable and is not
found  suitable.  In  any  event,  lenders,  note  holders, and others providing
financing  will  not be able to exercise certain rights and remedies without the
prior approval of the Colorado gaming authorities. Information regarding lenders
and  holders  of securities will be periodically reported to the Colorado gaming
authorities.

     Except  under  certain  limited  circumstances  relating  to  slot  machine
manufacturers and distributors, every person supplying goods, equipment, devices
or services to any licensee in return for payment of a percentage, or calculated
upon  a percentage, of limited gaming activity or income must obtain an operator
license  or  be  listed  on  the  retailer's license where such gaming will take
place.

     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 us, Casino America of Colorado, Inc.,
IC  Holdings  Colorado, Inc., CCSC/Blackhawk, Inc., Colorado Grande Enterprises,
Inc.  or  any of the three Colorado Casinos, one or more of the Colorado Casinos
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  us,  Casino  America of Colorado, Inc., IC Holdings
Colorado, Inc., CCSC/Blackhawk, Inc., or Colorado Grande Enterprises, 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, each of the Colorado Casinos may repurchase its
voting  securities  from  anyone  found  unsuitable  at  the  lesser of the cash
equivalent  to  the  original investment in any of the three Colorado Casinos 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

<PAGE>

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  us,  Casino America of Colorado, Inc., IC Holdings Colorado,
Inc.,  CCSC/Blackhawk,  Inc., or Colorado Grande Enterprises, Inc. or any of the
three  Colorado Casinos, to file for a finding of suitability if required by the
Colorado  Commission.

     Because  of  their  authority  to  deny  an  application  for  a license or
suitability,  the  Colorado Commission and the Colorado Director effectively can
disapprove  a change in corporate position of a licensee and with respect to any
entity  which  is  required  to be found unsuitable, or indirectly can cause us,
Casino  America  of  Colorado, Inc., IC Holdings Colorado, Inc., CCSC/Blackhawk,
Inc.,  or Colorado Grande Enterprises, Inc. or the applicable Colorado Casino 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  a  Colorado  Casino  is  subject  to  the approval of the Colorado
Commission.  Under  some  circumstances,  we  may  not  sell any interest in our
Colorado  gaming  operations  without  the  prior  approval  of  the  Colorado
Commission.  On  April  1,  2002,  the Colorado Division requested comments with
respect  to  a proposed amendment to the Colorado Gaming Regulations.  Under the
proposed  regulation,  a  publicly  traded  corporation  could  not  directly or
indirectly  acquire  control  of  a licensed publicly traded corporation or of a
publicly  traded  corporation  which  is  an  affiliated  company,  without  a
determination  by  the  Colorado  Division  as  to whether prior approval by the
Colorado  Commission  would  be required.  Under the proposal, information would
need to  be submitted to the Division within ten business days after the signing
or  completion  of  a  contract or proposed offer with respect to the changes in
management,  and  general source of funding.  Within fifteen business days after
receipt  of  the  documentation, the Colorado Division would notify the licensee
whether  the  acquisition  would  require  the  prior  approval  of the Colorado
Commission.  There  is no assurance that the proposal will be adopted or that it
will  not  be  amended,  for  example  to  include  any person, in addition to a
publicly  traded  corporation,  seeking  to  acquire control of a licensee or to
include  additional  information  to  be  submitted  to  the  Colorado Division.

     Each  Colorado  Casino must meet specified architectural requirements, fire
safety  standards  and  standards for access for disabled persons. Each Colorado
Casino also must not exceed specified gaming square footage limits as a total of
each  floor and the full building. Each Colorado Casino 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.  No  Colorado  Casino  may  provide credit to its gaming
patrons.

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

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

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

<PAGE>

     The  Colorado  Constitution  permits  a gaming tax of up to 40% on adjusted
gross gaming proceeds, and authorizes the Colorado Commission to change the rate
annually. The current gaming tax rate is 0.25% on adjusted gross gaming proceeds
of  up  to  and including $2.0 million, 2% over $2.0 million up to and including
$4.0 million, 4% over $4.0 million up to and including $5.0 million, 11% over
$5.0 million up to and including $10.0 million, 16% over $10.0 million up to and
including  $15.0  million and 20% on adjusted gross gaming proceeds in excess of
$15.0  million.  The City of Black Hawk has imposed an annual device fee of $750
per  gaming  device  and  may  revise  it  from time to time.  Cripple Creek has
imposed  an annual device fee of $1,200 per gaming device and may revise it from
time  to  time.

     Colorado  participates  in  multi-state  lotteries.

     The  sale  of  alcoholic  beverages  is  subject  to licensing, control and
regulation  by  the  Colorado  liquor  agencies.  All  persons  who  directly or
indirectly  hold  a  10%  or  more interest in, or 10% or more of the issued and
outstanding  capital  stock  of,  any  of  the  Colorado  Casinos, through their
ownership  of  us, Casino America of Colorado, Inc., IC Holdings Colorado, Inc.,
CCSC/Blackhawk,  Inc.,  Colorado  Grande  Enterprises,  Inc. or any of the three
Colorado  Casinos,  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 us,
Casino  America  of  Colorado, Inc., IC Holdings Colorado, Inc., CCSC/Blackhawk,
Inc., Colorado Grande Enterprises, Inc. or the applicable Colorado Casino.  Each
Colorado  Casino  holds  a  retail  gaming tavern liquor license for its casino,
hotel  and  restaurant  operations.

NEVADA

     Accordingly,  no  person  directly  or  indirectly interested in any of the
Colorado Casinos may be directly or indirectly interested in most other types of
liquor  licenses.  Further,  no  person  can  hold more than three retail gaming
tavern  liquor  licenses.  The  remedies  of  certain  lenders may be limited by
applicable  liquor  laws  and  regulations.

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

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

<PAGE>

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 155 live
evening  performances  for  the  season beginning July 1, 2002 to June 30, 2003.
Although  we  do not presently intend to conduct quarter horse racing operations
at  Pompano  Park,  we  may  do  so  in  the future, subject to Florida Division
approval. The Florida Division must approve any transfer of 10% or more of stock
of  a  pari-mutuel  racing  permit  holder  such  as  Pompano  Park.

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

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

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

NON-GAMING  REGULATION

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

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

<PAGE>

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

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

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

<PAGE>

ITEM  2.        PROPERTIES.

The  Isle-Bossier  City

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

The  Isle-Lake  Charles

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

The  Isle-Biloxi

     We lease the Biloxi berth from the Biloxi Port Commission at an annual rent
of  the  greater  of $500,000 or 1% of the gross gaming revenue net of state and
local  gaming taxes. The lease terminates on July 1, 2004 and we have the option
to  renew  it for seven additional terms of five years each subject to increases
based  on  the  CPI,  limited  to  6%  for  each  renewal  period.

     We  lease  our  land-based  facilities  from  the  City  of  Biloxi and the
Mississippi  Secretary  of State 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  CPI,  limited to 6% for each renewal period. In April
1994,  we  entered  into an addendum to this lease that requires us to pay 4% of
our  gross  non-gaming revenue, net of sales tax, complimentaries and discounts.
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  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, we entered
into  a lease for additional land adjoining the Isle-Biloxi. This lease with the
City  of Biloxi and the Mississippi Secretary of State 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  CPI.  The annual rent is adjusted
after  each  five-year  period  based  on increases in the CPI, 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  CPI.

     In  August 2002, we entered into a lease for two additional parcels of land
adjoining  the  Isle-Biloxi  and  also  the  hotel.  On the parcel adjoining the
Isle-Biloxi,  we  are  constructing  a multi-level parking garage that will have
approximately  1,000  parking  spaces.  We  expect  that  this  garage  will  be
completed  and  in  operation  by  early 2004.  There is additional ground level
parking  on a parcel of land in front of the garage, also subject to this lease,
with approximately 600 parking spaces.  We plan to construct a 400 room addition
to  the  existing  hotel  on  the  parcel leased next to the existing hotel.  In
addition,  we  may  construct a hotel above the parking garage.  This lease with
the City of Biloxi and the Mississippi

<PAGE>

Secretary of State is for an initial term of  40 years, with one option to renew
for an additional 25 years and additional options  thereafter,  with the consent
of the Mississippi Secretary of State, consistent  with  the  term of  the lease
described in the preceding paragraph.  When combined with the base and
percentage rents described for the leases in the preceding  two  paragraphs,
annual  rent  under those two leases and this lease initially  will  be at least
a minimum amount of $2,500,000 for the lease year ending  July  31,  2003,  such
minimum  to  increase  thereafter  over  time in accordance  with  a  formula
based  on anticipated timing for completion of the parking  garage construction
and the hotel construction, up to a minimum rent of $3,733,000.  Such  amounts
are  subject to decreases due to market adjustments and increases based on the
CPI.  Also, we are responsible for annual rent  equal to  4%  of  gross  retail
revenue  and  gross cash  revenue  (as  defined  in the lease), but without
double counting.  If the rent  minimum  described  in the preceding sentences is
not otherwise satisfied from  other  rents,  then this percentage rent is not in
addition to the minimum rent,  but  rather  is  to be applied to that minimum.
We have a further annual rent obligation under this lease capped at $125,000
(although it may be a lesser amount) for up to two years; this rent obligation
is not included in the minimum rent  calculations.

     In  connection with and pursuant to a settlement between the City of Biloxi
and  the  State  of Mississippi concerning the control and management area where
the  Isle-Biloxi  is  located,  we  also have agreed to pay the City of Biloxi's
lease  obligations  to  the  State  of Mississippi.  This amount is $500,000 per
year, payable on June 30, subject to increases based on the CPI and decreases if
there  are  other  tenants  of the subject property.  This obligation ends after
June  2018,  but  may  be  renewed  for  30  years.

     We  have  also  entered  into  a  joint  venture  arrangement  to  sublease
property containing  a two-level parking  garage next to the  Isle-Biloxi.  Our
annual rent under  this  lease is approximately $200,000.  The  current term is
for two  years expiring  December  31, 2004, with a  renewal option for another
two  years  (under  which  our  annual  rent  would  increase  to  approximately
$212,500).

The  Isle-Lula

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

The  Isle-Natchez

     Through  numerous lease agreements, we lease approximately 64 acres of land
in  Natchez,  Mississippi  that is used in connection with the operations of the
Isle-Natchez.  Unless  terminated by us at an earlier date, the lease expiration
dates vary from 2002-2037.  Rents under the leases currently total approximately
$97,000  per  month.  We  also  lease  approximately  7.5  acres of land that is
utilized  for  parking  at  the  facility.  We  own  approximately  6 acres  of
property  in  Natchez, Mississippi, as well as the property upon which our hotel
is  located.

The  Isle-Vicksburg

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

The  Isle-Boonville

     We lease the site from the City of Boonville under a lease agreement, which
has  a  term  of  99 years.  We were required to pay $1.7 million to the City of
Boonville  as  a lump sum rent payment during construction of the casino.  There
was  no  rent  due  after  the  casino  opening  date.

<PAGE>

     In addition, in the first year after the casino opened, we were required to
pay  the  City  of  Boonville  a  minimum of $0.8 million based on a 3.5% tax on
gaming  revenue.  For  every dollar in excess of the minimum $0.8 million in tax
payments received by the City of Boonville, up to a maximum of $1.0 million, the
City of Boonville would be required to pay a dollar for dollar rebate up to $0.2
million.  We  received the $0.2 million rebate from the City of Boonville during
the  fiscal  year  ended  April  27,  2003,  from  the  admission  fees.

<PAGE>

The  Isle-Kansas  City

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

The  Isle-Bettendorf

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

The  Isle-Marquette

     We  lease  the dock site in Marquette, Iowa that is used in connection with
the operations of the Isle-Marquette.  The lease expires in 2019, and rent under
the lease is currently $15,000 per month, plus $0.50 per passenger, plus 2.5% of
gaming  revenues (less state wagering taxes) in excess of $20.0 million but less
than  $40.0 million; 5% of gaming revenues (less state wagering taxes) in excess
of  $40.0 million but less than $60.0 million; and 7.5% of gaming revenues (less
state  wagering taxes) in excess of $60.0 million.  We also rent approximately 5
acres  of  land  used  for  the  employee parking lot.  That is a month-to-month
rental  of  $833.  We  also own approximately 25 acres of land for the pavilion,
hotel,  satellite  offices,  warehouse,  lots by the marina, and other property.

The  Rhythm  City-Davenport

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

The  Isle-Black  Hawk

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

The  Colorado  Central  Station-Black  Hawk

     We  own  and  lease approximately 7.1 acres of land in Black Hawk, Colorado
for  use  in  connection with the Colorado Central Station-Black Hawk.  We lease
additional parcels of land adjoining the Colorado Central Station-Black Hawk for
parking.  This  lease  is for an initial term of ten years with options to renew
for  nine  additional  terms  of  ten  years  each  with the final option period
concluding June 1, 2094. Annual rent is $370,000 and renewals are subject to 20%
rent  increases over the rate of the previous term. We also entered into a lease
for  additional  parking.  This  lease is for an initial term of nine years with
options to renew for eighteen additional terms of five years each with the final
option  period  concluding  June 1, 2094. Annual rent is $1.5 million indexed to
correspond  to  any  rise  or  fall  in the cost of living at one-year intervals
beginning  June  1,  1996,  not to exceed 3% difference from the previous year's
rate.

<PAGE>

The  Colorado  Grande-Cripple  Creek

     We  lease approximately 0.57 acres of land in Cripple Creek, Colorado for
use  in  connection  with  our  land-based  facilities. We lease this land at an
annual  rent at the greater of $144,000 or 5% of Colorado Grande-Cripple Creek's
adjusted gross gaming revenues, as defined, with an annual cap of $400,000. This
lease  is  for  an  initial  term  of  sixteen years with an option to renew for
fifteen  years  with  the  final  option  period  concluding  January  31, 2021.

Pompano  Park

     We  own  approximately  220  acres  at  Pompano  Park.

Other

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

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

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

<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.  This
district  court  recently  denied  the  Motion for Class Certification, but this
decision  has  been  appealed.  Therefore,  we  are still unable at this time to
determine what effect, if any, the suit would have on our consolidated financial
position or results of operations.  The gaming industry defendants are committed
to  continuing  a  vigorous  defense  of  all  claims  asserted  in this matter.

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

     Lady  Luck  and  several joint venture partners are defendants in a lawsuit
brought  by  the  country  of  Greece  through  its  Minister  of  Tourism  (now
Development)  and Finance. The action alleges that the defendants failed to make
specified payments in connection with the gaming license bid process for Patras,
Greece.  The  payment  we  are  alleged to have been required to make aggregates
approximately  6.5  million  Euros  (which  was approximately $7.2 million as of
April  27,  2003 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 action. The
Athens Civil Court of First Instance granted judgment in our favor and dismissed
the  lawsuit, but the Ministry of Tourism has appealed the matter and the appeal
was heard in April 2002.  There has been no announcement as to whether there has
been a decision on the appeal.  Also, the Ministry of Tourism is proceeding with
an  appeal  from a dismissal of its action by the Athens Administrative Court of
First  Instance.  An  appeal of this matter was heard on January 22, 2003, which
has  been  rejected.  A further appeal is possible.  Accordingly, the outcome of
this  matter  is  still  in  doubt  and  cannot  be predicted with any degree of
certainty. We believe the claims against us to be without merit and we intend to
continue  a  vigorous  and  appropriate  defense  to the claims asserted in this
matter.

<PAGE>

     On  December  6, 2002, a panel of arbitrators in St. Louis, Missouri issued
an  award  that  we were liable for $4.5 million in damages in connection with a
lease  of  real  estate  located near Kimmswick, Jefferson County, Missouri.  We
have filed a motion in the United States District Court for the Eastern District
of Missouri seeking to vacate the arbitration award.  The case has been moved to
the state court.  We recognized an additional $1.8 million in expense during the
second  quarter  ended  October  27,  2002,  in  order to bring the total amount
accrued for this loss contingency to $4.5 million, notwithstanding the motion to
vacate.

     On December 30, 2002, the County of Jefferson, Missouri initiated a lawsuit
in the Circuit Court of Jefferson County, Missouri, against us and a subsidiary,
alleging  a  breach  of  a  1993  contract  entered  into  by  the  County, that
subsidiary, and guaranteed by Lady Luck Gaming Corporation (now our wholly owned
subsidiary)  relating  to  the  development  of  a  casino-site  near Kimmswick,
Missouri.  The  suit  alleges damages in excess of  $10.0 million.  The case has
been  moved  to the state court.  The outcome of this matter cannot be predicted
with  any  degree  of certainty.  We believe the claims against us to be without
merit  and  we intend to vigorously and appropriately defend the claims asserted
in  this  matter.

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

<PAGE>

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

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

     The  Annual  Meeting of Stockholders was held October 8, 2002 at which time
the  following  matters  were  submitted  to  a  vote  of  the  stockholders:

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

(2)     To  ratify the Company's selection of Ernst & Young LLP as the Company's
independent  auditors  for  the  fiscal  year  ending  April  27,  2003.

     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
disqualifications:

<TABLE>
<CAPTION>



NAME                 FOR         WITHHOLD   AGAINST
-------------------  ----------  ---------  -------
<S>                  <C>         <C>        <C>
Bernard Goldstein .  24,257,694  2,066,374        -
John M. Gallaway. .  24,422,803  1,901,265        -
Allan B. Solomon. .  24,422,803  1,901,265        -
Robert S. Goldstein  25,524,083    799,985        -
Alan J. Glazer. . .  25,491,303    832,765        -
Emanuel Crystal . .  25,524,083    799,985        -
Randolph Baker. . .  25,491,303    832,765        -
Jeffrey Goldstein..  25,491,303    832,765        -
</TABLE>

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

<TABLE>
<CAPTION>



MATTER                          FOR         WITHHOLD  AGAINST
------------------------------  ----------  --------  -------
<S>                             <C>         <C>       <C>
Selection of Ernst & Young LLP  25,674,308  5,899     641,231
</TABLE>

<PAGE>

                                     PART II
                                     -------

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

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

<TABLE>
<CAPTION>



<S>                                    <C>     <C>
                                       HIGH    LOW
                                       ------  ------
Fiscal Year Ended April 25, 2004
First Quarter (through June 12, 2003)  $14.54  $12.83

Fiscal Year Ended April 27, 2003
First Quarter . . . . . . . . . . . .  $22.89  $16.00
Second Quarter. . . . . . . . . . . .   22.65   12.05
Third Quarter . . . . . . . . . . . .   14.06   11.75
Fourth Quarter. . . . . . . . . . . .   13.01   11.14

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

(b)     Holders  of Common Stock.  As of June 12, 2003, there were 1,526 holders
        ------------------------
of  record  of  our  common  stock.

(c)     Dividends.  We have never declared or paid any dividends with respect to
        ---------
our  common  stock and the current policy of our board of directors is to retain
earnings  to  provide  for  the  growth of the company.  In addition, our Senior
Secured  Credit  Facility  and  the  indentures  governing  our  8.75%  Senior
Subordinated  Notes and our 9.00% Senior Subordinated Notes limit our ability to
pay  dividends.  See "Item 8-Financial Statements and Supplementary Data-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-Regulation  and  Licensing."

(d)     Equity Compensation Plans.  Information concerning our equity
        -------------------------
compensation plans is contained in "Item 12 - Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters."

<PAGE>

ITEM  6.    SELECTED  CONSOLIDATED  FINANCIAL  AND  OTHER  DATA.

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

<TABLE>
<CAPTION>




                                                           FISCAL YEAR ENDED (1)
                                               ---------------------------------------------
                                                                 APRIL 27,                     APRIL 28,    APRIL 29,
                                                                   2003                          2002         2001
                                               ---------------------------------------------  -----------  -----------
INCOME STATEMENT DATA:                         (dollars in millions, except per share data)
<S>                                            <C>                                            <C>          <C>
Operating revenues:
  Casino. . . . . . . . . . . . . . . . . . .  $                                    1,051.5   $  1,057.0   $    957.1
  Rooms . . . . . . . . . . . . . . . . . . .                                          49.2         56.0         50.7
  Pari-mutuel commissions and fees. . . . . .                                          23.9         23.5         22.2
  Food, beverage and other. . . . . . . . . .                                         140.8        152.1        148.3
                                               ---------------------------------------------  -----------  -----------
    Gross revenues. . . . . . . . . . . . . .                                       1,265.4      1,288.6      1,178.3
    Less promotional allowances . . . . . . .                                         199.7        203.3        195.5
                                               ---------------------------------------------  -----------  -----------
      Net revenues. . . . . . . . . . . . . .                                       1,065.7      1,085.3        982.8
Operating costs and expenses:
  Casino. . . . . . . . . . . . . . . . . . .                                         191.8        203.9        192.2
  Gaming taxes. . . . . . . . . . . . . . . .                                         229.5        227.0        192.6
  Rooms.. . . . . . . . . . . . . . . . . . .                                          11.6         13.3         12.1
  Pari-mutuel.. . . . . . . . . . . . . . . .                                          16.9         16.8         16.2
  Food, beverage and other. . . . . . . . . .                                          34.1         35.8         32.0
  Marine and facilities . . . . . . . . . . .                                          65.9         70.0         63.6
  Marketing and administrative. . . . . . . .                                         273.6        277.0        249.6
  Valuation charge. . . . . . . . . . . . . .                                           1.9         61.4          1.0
  Preopening expenses . . . . . . . . . . . .                                             -          3.9          0.2
  Other charges . . . . . . . . . . . . . . .                                             -            -          8.2
  Depreciation and amortization.. . . . . . .                                          76.6         72.1         69.1
                                               ---------------------------------------------  -----------  -----------
    Total operating expenses. . . . . . . . .                                         901.9        981.2        836.8
                                               ---------------------------------------------  -----------  -----------
Operating income. . . . . . . . . . . . . . .                                         163.8        104.1        146.0
  Interest expense. . . . . . . . . . . . . .                                         (82.6)       (89.2)       (98.9)
  Interest income . . . . . . . . . . . . . .                                           0.6          0.9          5.1
  Minority interest . . . . . . . . . . . . .                                          (9.5)        (7.7)        (6.4)
  Equity in income (loss) of
    unconsolidated joint ventures . . . . . .                                             -            -         (0.2)
                                               ---------------------------------------------  -----------  -----------
Income before income taxes and
  extraordinary loss. . . . . . . . . . . . .                                          72.3          8.1         45.6
    Income tax provision. . . . . . . . . . .                                          26.7          3.8         20.5
                                               ---------------------------------------------  -----------  -----------
Income before extraordinary loss. . . . . . .                                          45.6          4.3         25.1
  Extraordinary loss on extinguishment
    of debt, net of applicable income tax
    benefit . . . . . . . . . . . . . . . . .                                             -         (4.3)           -
                                               ---------------------------------------------  -----------  -----------
Net income (loss).. . . . . . . . . . . . . .  $                                       45.6   $        -   $     25.1
                                               =============================================  ===========  ===========
Adjusted income before extraordinary loss (2)                                           N/A          N/A   $     35.0
                                                                                                           ===========
Adjusted net income (loss) (2). . . . . . . .                                           N/A          N/A   $     35.0
                                                                                                           ===========

                            (Footnotes follow table)




                                                APRIL 30,    APRIL 25,
                                                  2000         1999
                                               -----------  -----------
INCOME STATEMENT DATA:
<S>                                            <C>          <C>
Operating revenues:
  Casino. . . . . . . . . . . . . . . . . . .  $    619.4   $    424.4
  Rooms . . . . . . . . . . . . . . . . . . .        24.8         19.1
  Pari-mutuel commissions and fees. . . . . .        22.0         21.4
  Food, beverage and other. . . . . . . . . .        93.6         65.2
                                               -----------  -----------
    Gross revenues. . . . . . . . . . . . . .       759.8        530.1
    Less promotional allowances . . . . . . .       113.1         73.2
                                               -----------  -----------
      Net revenues. . . . . . . . . . . . . .       646.7        456.9
Operating costs and expenses:
  Casino. . . . . . . . . . . . . . . . . . .       116.1         77.7
  Gaming taxes. . . . . . . . . . . . . . . .       122.6         86.9
  Rooms.. . . . . . . . . . . . . . . . . . .         5.8          3.9
  Pari-mutuel.. . . . . . . . . . . . . . . .        16.4         15.7
  Food, beverage and other. . . . . . . . . .        19.1         14.2
  Marine and facilities . . . . . . . . . . .        39.9         28.2
  Marketing and administrative. . . . . . . .       164.5        116.9
  Valuation charge. . . . . . . . . . . . . .           -          5.1
  Preopening expenses . . . . . . . . . . . .         3.4          3.3
  Other charges . . . . . . . . . . . . . . .           -            -
  Depreciation and amortization.. . . . . . .        42.3         36.3
                                               -----------  -----------
    Total operating expenses. . . . . . . . .       530.1        388.2
                                               -----------  -----------
Operating income. . . . . . . . . . . . . . .       116.6         68.7
  Interest expense. . . . . . . . . . . . . .       (60.4)       (48.6)
  Interest income . . . . . . . . . . . . . .         4.7          2.9
  Minority interest . . . . . . . . . . . . .        (3.7)         2.2
  Equity in income (loss) of
    unconsolidated joint ventures . . . . . .         0.3         (1.3)
                                               -----------  -----------
Income before income taxes and
  extraordinary loss. . . . . . . . . . . . .        57.5         23.9
    Income tax provision. . . . . . . . . . .        25.4         11.8
                                               -----------  -----------
Income before extraordinary loss. . . . . . .        32.1         12.1
  Extraordinary loss on extinguishment
    of debt, net of applicable income tax
    benefit . . . . . . . . . . . . . . . . .        (1.0)       (36.3)
                                               -----------  -----------
Net income (loss).. . . . . . . . . . . . . .  $     31.1   $    (24.2)
                                               ===========  ===========
Adjusted income before extraordinary loss (2)  $     37.7           N/A
                                               ===========
Adjusted net income (loss) (2). . . . . . . .  $     36.7           N/A
                                               ===========
</TABLE>

                            (Footnotes follow table)

<PAGE>

<TABLE>
<CAPTION>




                                                        FISCAL YEAR ENDED (1)
                                            ---------------------------------------------
                                                              APRIL 27,                     APRIL 28,    APRIL 29,    APRIL 30,
                                                                2003                          2002         2001         2000
                                            ---------------------------------------------  -----------  -----------  -----------
INCOME STATEMENT DATA (CONTINUED):          (dollars in millions, except per share data)
<S>                                         <C>                                            <C>          <C>          <C>
Income (loss) per common share:
  Basic. . . . . . . . . . . . . . . . . .  $                                       1.57   $        -   $     0.84   $     1.18
  Diluted. . . . . . . . . . . . . . . . .  $                                       1.50   $        -   $     0.80   $     1.11
Adjusted income per common share before
   extraordinary loss:
  Basic (2). . . . . . . . . . . . . . . .  $                                       1.57   $     0.15   $     1.17   $     1.43
  Diluted (2). . . . . . . . . . . . . . .  $                                       1.50   $     0.15   $     1.11   $     1.35
Adjusted income per common share:
  Basic (2). . . . . . . . . . . . . . . .  $                                       1.57   $        -   $     1.17   $     1.40
  Diluted (2). . . . . . . . . . . . . . .  $                                       1.50   $        -   $     1.11   $     1.32

OTHER DATA:
Net cash provided by (used in):
  Operating activities . . . . . . . . . .  $                                      138.2   $    153.6   $     74.2   $    130.5
  Investing activities.. . . . . . . . . .  $                                     (140.6)  $   (100.5)  $   (225.4)  $   (258.0)
  Financing activities . . . . . . . . . .  $                                        6.4   $     53.2   $     59.9   $    210.3
Capital expenditures . . . . . . . . . . .  $                                       58.4   $     98.3   $    159.3   $    104.6

OPERATING DATA:
Number of slot machines (3). . . . . . . .                                        13,755       14,649       13,604       12,018
Number of table games (3). . . . . . . . .                                           335          383          395          413
Number of hotel rooms (3). . . . . . . . .                                         2,854        3,869        3,912        2,538
Average daily occupancy rate(4). . . . . .                                          78.9%        85.0%        85.3%        84.9%

BALANCE SHEET DATA:
Cash and cash equivalents. . . . . . . . .  $                                       80.6   $     76.6   $     76.7   $    168.0
Total assets.. . . . . . . . . . . . . . .                                       1,408.2      1,345.6      1,382.9      1,305.5
Long-term debt, including current portion.                                       1,028.0      1,009.3      1,039.1        962.9
Stockholders' equity.. . . . . . . . . . .                                         203.9        159.2        166.0        155.5





                                             APRIL 25,
                                               1999
                                            -----------
INCOME STATEMENT DATA (CONTINUED):
<S>                                         <C>
Income (loss) per common share:
  Basic. . . . . . . . . . . . . . . . . .  $    (1.03)
  Diluted. . . . . . . . . . . . . . . . .  $    (1.01)
Adjusted income per common share before
   extraordinary loss:
  Basic (2). . . . . . . . . . . . . . . .          N/A
  Diluted (2). . . . . . . . . . . . . . .          N/A
Adjusted income per common share:
  Basic (2). . . . . . . . . . . . . . . .          N/A
  Diluted (2). . . . . . . . . . . . . . .          N/A

OTHER DATA:
Net cash provided by (used in):
  Operating activities . . . . . . . . . .  $     65.2
  Investing activities.. . . . . . . . . .  $    (52.0)
  Financing activities . . . . . . . . . .  $     19.5
Capital expenditures . . . . . . . . . . .  $     95.0

OPERATING DATA:
Number of slot machines (3). . . . . . . .       6,009
Number of table games (3). . . . . . . . .         217
Number of hotel rooms (3). . . . . . . . .       1,271
Average daily occupancy rate.. . . . . . .        93.4%

BALANCE SHEET DATA:
Cash and cash equivalents. . . . . . . . .  $     85.1
Total assets.. . . . . . . . . . . . . . .       676.5
Long-term debt, including current portion.       532.8
Stockholders' equity.. . . . . . . . . . .        62.0

</TABLE>

  (1)  The operating results and data presented  for  fiscal  year 1999 are not
  comparable to  other  fiscal  years  presented  because they do not include
  the operating results  of  the Isle-Tunica that opened July 26, 1999 and the
  Isle-Natchez, the Isle-Lula, the Isle-Bettendorf, and the Isle-Marquette that
  we acquired on March 2, 2000.  The operating results and data presented for
  fiscal  years  prior to fiscal 2001 are not comparable  to  other  fiscal
  years  presented  because they do not include the operating  results of the
  Isle-Kansas City that we acquired on June 6, 2000, the Lady  Luck-Las  Vegas
  that  we  acquired  on September 12, 2000, and the Rhythm City-Davenport that
  we acquired on  October 10, 2000. The operating results and data presented for
  fiscal  years  prior  to fiscal  2002 are not comparable to other fiscal years
  presented  because they do not  include  the operating  results  of  the Isle-
  Boonville  that opened on December 6, 2001.  The operating results and data
  presented  for  fiscal  years prior to fiscal 2003 are not comparable to other
  fiscal years presented as we ceased operations at the Isle-Tunica on September
  3, 2002,  and acquired the Colorado Central Station-Black Hawk and the
  Colorado Grande-Cripple  Creek  on April  22,  2003.

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

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

  (4)  The data presented for fiscal years prior to 2003 is not comparable to
  other fiscal years presented due to the exclusion of the 227 Isle-Tunica and
  the 792 Lady Luck-Las Vegas hotel rooms.

  N/A Not applicable.

<PAGE>

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

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

CRITICAL  ACCOUNTING  POLICIES

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

GOODWILL

     At  April  27,  2003, we had goodwill and other intangible assets of $401.7
million, representing 29% of total assets.  Effective April 30, 2001, we adopted
Statement  of  Financial  Accounting  Standards  No. 142  "Goodwill  and  Other
Intangible  Assets"  ("SFAS  142"),  which  established  a new method of testing
goodwill  and other intangible assets using a fair-value based approach and does
not  permit amortization of goodwill as was previously required.  Upon adoption,
amortization  of  goodwill  and  other  intangible  assets  ceased.

     SFAS  142  requires that goodwill and other intangible assets be tested for
impairment  annually  or  if  an  event  occurs or circumstances change that may
reduce the fair value of the Company below its book value.  Should circumstances
change or events occur to indicate that the fair market value of the Company has
fallen  below  its  book  value, management must then compare the estimated fair
value  of goodwill and other intangible assets to book value.  If the book value
exceeds  the  estimated fair value, an impairment loss would be recognized in an
amount  equal  to that excess.  Such an impairment loss would be recognized as a
non-cash  component of operating income. We completed our annual impairment test
as  required  under SFAS 142 in the fourth quarter of fiscal 2003 and determined
that  goodwill  and  other indefinite lived intangible assets were not impaired.
This  test  required  comparison of the estimated fair value of each property to
book  value,  including goodwill and other intangible assets. The estimated fair
value  includes  estimates of future cash flows that are based on reasonable and
supportable  assumptions  and  represent  our  best  estimates of the cash flows
expected  to  result  from the use of the assets and their eventual disposition.
Changes  in  estimates or application of alternative assumptions and definitions
could  produce  significantly  different  results.

PROPERTY  AND  EQUIPMENT

     At  April  27,  2003,  we  had  property  and  equipment of $841.3 million,
representing  60%  of  total  assets.  We  capitalize  the  cost of property and
equipment.  Maintenance  and repairs that neither materially add to the value of
the  property  nor  appreciably  prolong  its  life  are  charged  to expense as
incurred.  Costs incurred in connection with the Company's "all properties other
capital  improvements,"  program include individual capital expenditures related
to  the  purchase  of  furniture  and  equipment  and  upgrade  of  hotel rooms,
restaurants  and  other  areas  of  our  properties.  We depreciate property and
equipment  on  a  straight-line  basis  over  their estimated useful lives.  The
estimated  useful  lives  are  based  on the nature of the assets as well as our
current  operating  strategy.  Future  events  such  as property expansions, new
competition  and new regulations could result in a change in the manner in which
we  are using certain assets requiring a change in the estimated useful lives of
such  assets.  Effective  April  29,  2002,  we  adopted  Statement of Financial
Accounting  Standards  No. 144,  "Accounting  for  the  Impairment  or Disposal
of  Long-Lived  Assets"  ("SFAS  144"),  which  addresses  financial accounting
and reporting for the impairment or disposal of long-lived assets and supercedes
SFAS  No.  121,  "Accounting  for  the

<PAGE>

Impairment  of  Long-Lived  Assets and for Long-Lived Assets to be Disposed Of,"
and  the  accounting  and reporting provisions of APB Opinion No. 30, "Reporting
the  Results  of  Operations  for  a  Disposal  of a Segment of a Business."  In
assessing the recoverability of the carrying value of property and equipment, we
make  assumptions  regarding  future  cash  flows  and  other factors.  If these
estimates or the related assumptions change in the future, we may be required to
record  impairment  loss  for  these  assets.  Such  an impairment loss would be
recognized  as  a  non-cash  component  of  operating  income.

SELF-INSURANCE  LIABILITIES

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

INCOME  TAX  ASSETS  AND  LIABILITIES

     We  account  for  income  taxes  in  accordance with Statement of Financial
Accounting  Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").  SFAS
109  requires  that  we  recognize  a  current  tax  asset  or liability for the
estimated  taxes payable or refundable based upon application of the enacted tax
rates  to  taxable income in the current year.  Additionally, we are required to
recognize a deferred tax liability or asset for the estimated future tax effects
attributable  to  temporary  differences.  Temporary  differences  occur  when
differences arise between: (a) the amount of taxable income and pretax financial
income  for  a  year  and  (b)  the tax bases of assets or liabilities and their
reported  amounts  in  financial  statements.  SFAS  109  also requires that any
deferred  tax  asset recognized must be reduced by a valuation allowance for any
tax benefits that, in our judgment and based upon available evidence, may not be
realizable.

     The  deferred  tax  assets  and  liabilities,  as  well  as  the need for a
valuation  allowance,  are evaluated  on  a  quarterly  basis  and  adjusted  if
necessary.  We  use forecasted future operating results and consider enacted tax
laws  and  rates  in  determining  if the valuation allowance is sufficient.  We
operate  in  multiple  taxing jurisdictions and are therefore subject to varying
tax laws and potential audits, which could impact our assessments and estimates.

CONTINGENCIES

     We  are  involved  in various legal proceedings and have identified certain
loss  contingencies.  We  record liabilities related to these contingencies when
it  is  determined  that  a  loss  is probable and reasonably estimable.   These
assessments  are  based on our knowledge and experience as well as the advice of
legal  counsel  regarding current and past events.   Any such estimates are also
subject  to  future  events, court rulings, negotiations between the parties and
other uncertainties.  If an actual loss differs from our estimate, or the actual
outcome  of  any  of  the legal proceedings differs from expectations, operating
results  could  be  impacted.

     The  Company  routinely  faces  challenges  from  federal  and  other  tax
authorities  regarding  the  amount  of  taxes  due.  These  challenges  include
questions  regarding  the  timing and amount of deductions and the allocation of
income  among  various  tax  jurisdictions.  The  Company  records  reserves for
probable  exposures  associated  with  the  various  filing  positions.

<PAGE>

SLOT  CLUB  AWARDS

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

GENERAL

     Our  results  of  operations  for  the  twelve months ended April 27, 2003,
reflect the consolidated operations of all of our subsidiaries, and includes the
following  properties:  the  Isle-Bossier  City,  the  Isle-Lake  Charles,  the
Isle-Biloxi,  the  Isle-Lula,  the  Isle-Natchez,  the  Isle-Tunica,  the
Isle-Vicksburg,  the  Isle-Kansas City, the Isle-Boonville, the Isle-Bettendorf,
the  Isle-Marquette,  the  Rhythm  City-Davenport, the Isle-Black Hawk, the Lady
Luck-Las  Vegas  and  Pompano  Park.  Isle-Tunica  ceased  casino  operations on
September  3, 2002, which was 33 days prior to the sale of assets to Boyd Casino
Strip,  LLC  on  October 7, 2002.  On October 30, 2002, we completed the sale of
the  Lady  Luck-Las  Vegas  but  will  continue  to operate the casino until the
purchaser's  designated  gaming  operator receives regulatory approval.  Results
also  include  the  Colorado  Central  Station-Black  Hawk  and  the  Colorado
Grande-Cripple  Creek  subsequent  to  their  acquisition  on  April  22,  2003.

     Our  results  of  operations  for  the  twelve months ended April 28, 2002,
reflect the consolidated operations of all of our subsidiaries, and includes the
following  properties:  the  Isle-Bossier  City,  the  Isle-Lake  Charles,  the
Isle-Biloxi,  the  Isle-Lula,  the  Isle-Natchez,  the  Isle-Tunica,  the
Isle-Vicksburg,  the  Isle-Kansas City, the Isle-Bettendorf, the Isle-Marquette,
the  Rhythm  City-Davenport,  the  Isle-Black  Hawk, the Lady Luck-Las Vegas and
Pompano Park.  Results also include the Isle-Boonville subsequent to its opening
on  December  6,  2001.

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

     On  April  22,  2003,  the  Isle-Black  Hawk  acquired  the Colorado casino
operations  of  International  Game  Technology,  Inc. ("IGT") for $84.0 million
adjusted  for  certain  working  capital  adjustments.  The  Colorado  casino
operations of IGT consist of the Colorado Central Station-Black Hawk, located in
Black  Hawk,  and  the  Colorado Grande-Cripple Creek, located in Cripple Creek.
The Isle-Black Hawk plans to invest approximately $75.0 million in Black Hawk to
significantly  increase  covered  parking  for  both  properties; add additional
casino  space,  hotel rooms and restaurants; and connect the properties by means
of  a skywalk that can service both the Isle-Black Hawk and the Colorado Central
Station-Black  Hawk.  This expansion has been delayed until after the outcome of
a  proposed  statewide  referendum  on  Video Lottery Terminals ("VLTs")  at
racetracks in Colorado has been determined  in  November  2003.

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

     We  believe  that  our  operating  results  are  affected  by  the economy,
seasonality  and  weather.  Seasonality  has  historically  caused the operating
results  for  our  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.

<PAGE>

RESULTS  OF  OPERATIONS

FISCAL  YEAR  ENDED  APRIL 27, 2003 COMPARED TO FISCAL YEAR ENDED APRIL 28, 2002

     Gross revenues for the fiscal year ended April 27, 2003, were $1.3 billion,
which  included  $1.1 billion of casino revenue, $49.2 million of rooms revenue,
$23.9  million  of  pari-mutuel commissions and $140.9 million of food, beverage
and  other  revenue.  This  compares to gross revenues for the fiscal year ended
April  28,  2002 of $1.3 billion, which included $1.1 billion of casino revenue,
$56.0  million  of  rooms  revenue, $23.5 million of pari-mutuel commissions and
$152.2  million  of  food,  beverage  and  other  revenue.

     Casino revenue remained constant year over year on a company-wide basis.  A
$38.4  million  increase in revenue attributable to a full year of operations at
the  Isle-Boonville  was  offset  by a $23.0 million decrease in revenue at the
Isle-Lake  Charles  due  to  new competition and a $22.7 million decrease at the
Isle-Tunica  attributable  to  closing  the  property  on  September  3,  2002.

    Rooms  revenue  decreased $6.7 million or 12.0% compared to prior year.  The
decrease  was  primarily attributed to a decrease of 1,019 hotel rooms resulting
from  the  sale  of  the  Isle-Tunica  and  the  Lady  Luck-Las  Vegas.

     Food,  beverage,  pari-mutuel  and other revenue decreased $11.0 million or
6.2%  when  compared  to the prior year primarily as a result of the sale of the
Isle-Tunica  and  the  Lady  Luck-Las  Vegas.

     Casino  operating expenses for the fiscal year ended April 27, 2003 totaled
$191.8  million,  or 18.2% of casino revenue, versus $203.9 million, or 19.3% of
casino  revenue,  for  the fiscal year ended April 28, 2002.  These expenses are
primarily comprised of salaries, wages and benefits and other operating expenses
of  the  casinos.  The  decrease  in  casino operating expenses is primarily the
result of closing  the  Isle-Tunica,  a  low  margin  property.

     For  the  fiscal  year  ended  April 27, 2003, state and local gaming taxes
totaled  $229.5 million, or 21.8% of casino revenue, compared to $227.1 million,
or  21.5%  of casino revenue, for the fiscal year ended April 28, 2002, which is
consistent  with  each  state's gaming tax rate for the applicable fiscal years.
Gaming  taxes  increased  because  a larger percentage of our casino revenue was
earned  in Missouri, a higher gaming tax jurisdiction, than in the previous year
due  to the opening of the Isle-Boonville and a 1.0% increase in the tax rate at
the  Isle-Bossier  City effective April 1, 2002.  An additional 1.0% increase in
the  tax  rate  at  the  Isle-Bossier  City  became  effective on April 1, 2003.

     Operating  expenses for the fiscal year ended April 27, 2003, also included
room expenses of $11.6 million, or 23.5% of gross room revenue compared to $13.3
million or 23.8% of gross room revenue for the fiscal year ended April 28, 2002.
The  $1.8  million  or  13.3%  decrease  in  rooms expense was comparable to the
decrease  in  rooms  revenue.

     Pari-mutuel  operating  costs of Pompano Park totaled $16.9 million for the
fiscal  year ended April 27, 2003, compared to $16.8 million for the fiscal year
ended  April  28, 2002.  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  70.7% for the fiscal year ended April 27, 2003, compared to 71.4% in
the  prior  fiscal  year.

     Food, beverage and other expenses totaled $34.1 million for the fiscal year
ended  April 27, 2003, compared to $35.8 million for the fiscal year ended April
28, 2002.  These expenses consist primarily of the cost of goods sold, salaries,
wages  and  benefits  and  other  operating  expenses.  Food, beverage and other
operating  expenses  as  a percentage of gross food, beverage and other revenues
increased  from 23.5% for the fiscal year ended April 28, 2002, to 24.2% for the
fiscal  year  ended  April  27,  2003  as  a result of the start up costs of the
restaurants  at  the  Isle-Boonville.

<PAGE>

     Marine  and  facilities  expenses  totaled  $65.9  million,  or 6.2% of net
revenue, for the fiscal year ended April 27, 2003, versus $70.0 million, or 6.5%
of  net  revenue  for  the  fiscal  year  ended  April 28, 2002.  These expenses
included  salaries,  wages and benefits, operating expenses of the marine crews,
insurance,  housekeeping  and general maintenance of the riverboats and floating
pavilions.  The  $4.1  million, or 5.9% decrease was primarily the result of the
sale  of  the  Isle-Tunica  and  the  Lady  Luck-Las  Vegas.

     Marketing  and  administrative expenses totaled $273.6 million, or 25.7% of
net  revenue for the fiscal year ended April 27, 2003, versus $277.0 million, or
25.5%  of  net  revenue  for  the  fiscal  year  ended April 28, 2002. Marketing
expenses  included  salaries,  wages  and  benefits  of  the marketing and sales
departments,  as  well  as  promotions,  advertising,  special  events  and
entertainment.  Administrative  expenses  included  administration  and  human
resource  department  expenses,  rent,  new development activities, professional
fees  and  property  taxes.  The  $3.4  million  decrease  in  marketing  and
administrative  expenses,  or  0.3%  of  net revenue, is primarily due to a $2.6
million  litigation  settlement  at  the  Isle-Lake Charles that was expensed in
fiscal  2002  and  recovered  as income in fiscal 2003, offset by a $1.7 million
increase  due  to  increased  competition.

     The  valuation charge for the fiscal year ended April 27, 2003, totaling
$1.9  million is a reserve for a loss contingency against the investment to date
in  Ardent  Gaming, L.L.C., an unrelated third party. The system being developed
under  the joint venture is substantially past due and we believe it is probable
that  we  will  not  recover our investment. The valuation charge for the fiscal
year ended April 28, 2002, totaling $61.4 million reflects the impairment charge
of  $59.2 million related to the write-down of our assets at the Isle-Tunica and
the  Lady  Luck-Las Vegas. On March 14, 2002, our Board of Directors resolved to
sell  or  otherwise dispose of the property and equipment at the Isle-Tunica and
the  Lady Luck-Las Vegas. As such, we recorded an impairment write-down of $59.2
million,  representing  the  difference  between  the Isle-Tunica's and the Lady
Luck-Las Vegas' carrying values of $80.7 million and their estimated fair values
(less  estimated costs to sell) of $21.5 million. We ceased casino operations at
the  Isle-Tunica  on  September  3, 2002, which was 33 days prior to the sale of
assets  to  Boyd  Casino  Strip, LLC on October 7, 2002. On October 30, 2002, we
completed  the  sale of the Lady Luck-Las Vegas but will continue to operate the
casino  until  the  purchaser's  designated  gaming operator receives regulatory
approval.  As  a result, the results of operations include the gaming operations
for  the  Lady Luck-Las Vegas for the periods presented. Also included in fiscal
2002  was  an  impairment  charge of $2.2 million relating to marine assets that
have  been in storage for future development and are currently offered for sale.

     Depreciation and amortization expense was $76.6 million for the fiscal year
ended  April  27,  2003,  and  $72.1 million for the fiscal year ended April 28,
2002.  These  expenses  relate  to property and equipment.  Depreciation expense
increased  by  $4.6  million  in  fiscal  2003  as  compared  to  the prior year
consistent  with  an  increase  in fixed assets placed into service or acquired.
During  the fourth quarter of fiscal 2002, we reclassified the Isle-Tunica's and
the  Lady  Luck-Las  Vegas' property and equipment as assets held for sale under
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" due
to  the  impairment  of  the  assets.  Under  this  classification,  we  ceased
depreciating  these  assets.  We  estimate  that  the  benefit  from  suspending
depreciation  associated  with  the  assets held for sale was approximately $7.1
million  in  fiscal  2003.

     Interest expense was $82.0 million for the fiscal year ended April 27, 2003
net  of capitalized interest of $0.2 million and interest income of $0.6 million
versus $88.3 million for the fiscal year ended April 28, 2002 net of capitalized
interest  of $1.3 million and interest income of $0.9 million.  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 $5.6 million net of interest income of $0.1
million  related  to the Isle-Black Hawk is included in interest expense for the
fiscal  year  ended  April  27, 2003.  This compares to interest expense of $9.7
million  net  of interest income of $0.2 million for the fiscal year ended April
28,  2002.

<PAGE>

     Our  effective tax rate was 37.0% for the fiscal year ended April 27, 2003,
as  compared  to  46.5%  prior  to extraordinary items for the fiscal year ended
April  28,  2002,  which  includes  the  effects  of  non-deductible  goodwill
amortization for income tax purposes. The effective tax rate for the fiscal year
ended April 28, 2002, was high as a result of the relatively lower pretax book
earnings related to  the valuation charge for the Isle-Tunica and the Lady
Luck-Las Vegas and low state  income  tax  benefit  rate  related  to  the
impairment of these assets.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

     Marketing  and  administrative expenses totaled $277.0 million, or 25.5% of
net revenue, for the fiscal year ended April 28, 2002, versus $249.9 million, or
25.4%  of  net  revenue,  for  the  fiscal year ended April 29, 2001.  Marketing
expenses  included  salaries,  wages  and  benefits  of  the marketing and sales
departments,  as  well  as  promotions,  advertising,  special  events  and
entertainment.  Administrative  expenses  included  administration  and  human
resource  department  expenses,  rent,  new development activities, professional
fees  and  property  taxes.  The $24.7 million or 9.9% increase in marketing and
administrative expense is comparable with the increase in net revenue. A $2.6
million litigation settlement was expenses at the Isle-Lake Charles.  Marketing
and administrative expenses as a percentage of net revenue have remained stable.

     During  the  fourth  quarter  of  fiscal 2002, we recorded a valuation
charge  totaling  $61.4  million  that  reflects  the impairment charge of $59.2
million  related to the write-down of our assets at the Isle-Tunica and the Lady
Luck-Las  Vegas.  We  acquired  the  Isle-Tunica  in  fiscal  2000  and the Lady
Luck-Las  Vegas  in connection with the purchase of Lady Luck Gaming Corporation
in  fiscal  2001.  These  properties  were marginal performers since the date of
their  acquisition;  however,  we  continued  to  invest  in  these  properties,
primarily  the  Isle-Tunica  where  we  invested  in a hotel and theaters at the
casino  location.  Although some improvement in the operations was realized as a
result of these actions, these properties were not projected to have substantial
growth  in  profits  as  compared  to  other  Isle  properties.  Further,  these
properties  required  substantial amounts of management resources and additional
capital  investments  to  achieve  the  earnings  levels  that  were  originally
envisioned  when we purchased these properties.  As a result, we began a process
of  evaluating  our  options,  including  retaining  an advisor to assist in the
assessment,  as  disclosed  in  our  third  quarter  2002  Form  10-Q.

<PAGE>

     During  the time we held these properties, while the operating results were
marginal,  management  continued  to  believe  that  these  properties  were not
impaired.  In  addition,  we  had considered whether indicators of impairment of
long-lived  assets  at the Isle-Tunica and the Lady Luck-Las Vegas were present.
We  considered  operating  losses and negative cash flows at these properties as
indicators  of  impairment  and  further  evaluated  the  sum  of  the estimated
undiscounted  future  cash  flows  attributable  to  the  assets  in question to
determine  if  these  cash flows were less than their carrying amounts.  Some of
the  assumptions  that were used in connection with the estimate of undiscounted
cash flows included current operating results, costs associated with the ongoing
maintenance and improvements of the assets, other operating expenses trends, and
prospects,  as well as the effect of obsolescence, demand, competition and other
economic  factors.  Based  on  this  evaluation and other factors considered, we
determined  that a lower valuation of these properties was not appropriate prior
to  the  write-off  in  the  fourth  quarter  of  fiscal  2002.

     At  the  end of our fiscal 2002 third quarter, we continued to be committed
to  turning  both of these properties around and had begun the process resulting
in  modest  positive cash flow at the Isle-Tunica and reduced losses at the Lady
Luck-Las  Vegas  during  the  fourth  quarter  of  fiscal  2002.  Our efforts to
increase  these properties' performance included focused marketing campaigns and
extensive  cost  reductions.  However, on March 14, 2002, our Board of Directors
resolved  to  sell  or  otherwise  dispose  of the property and equipment at the
Isle-Tunica  and  the  Lady  Luck-Las  Vegas.  This  decision  was  made  in
consideration  of  the  substantial  and  disproportionate  amount of management
resources devoted to the turnaround of these properties, the lack of significant
growth  potential, current tax benefits to be derived from a sale or disposition
and  the  additional  capital required to improve these properties in Tunica and
Las  Vegas.

     Under  the provisions of SFAS No. 121, we determined in connection with the
Board's  directive  that  we would not be able to recover the carrying values of
the  Isle-Tunica  or  the  Lady  Luck-Las Vegas based on current real estate and
market  conditions  in  these  markets.   As  such,  we  recorded  an impairment
write-down  of  $59.2  million,  representing  the  difference  between  the
Isle-Tunica's  and the Lady Luck-Las Vegas' carrying values of $80.7 million and
their  estimated  fair  values  less  estimated  costs to sell of $21.5 million.
Fair  values  were  based  on  our  estimate  of the likely sale price for these
assets,  in  response  to  our Board's decision.  In addition, we committed to a
disposal  plan  in  the  fourth quarter of 2002 and began aggressively seeking a
buyer  of  the  Isle-Tunica  and  the  Lady  Luck-Las  Vegas.

     Also included in fiscal 2002 was an impairment  charge  of  $2.2 million
relating to marine assets that have been in storage  for  future  development
that will be offered for sale in fiscal 2003.  The  valuation  charge  for  the
fiscal year ended April 29, 2001 totaling $1.0 million  consisted  of  the
write-down  of  certain  marine  assets  held  for development  or sale to their
estimated fair value less estimated costs to sell.

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

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

<PAGE>

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

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

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

<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  April  27,  2003,  we  had  cash and cash equivalents of $80.6 million,
compared  to  cash  and cash equivalents of $76.6 million at April 28, 2002. The
$4.0  million  increase in cash and cash equivalents is the net result of $138.2
million  net cash provided by operating activities, $140.6 million net cash used
in investing activities and $6.4 million net cash provided by financing
activities.

INVESTING  ACTIVITIES

     We  invested $58.4 million in property and equipment during the fiscal year
ended  April  27,  2003.  The following  table  reflects  expenditures  for
property  and  equipment on major projects in fiscal 2003 and 2002 and projected
expenditures for these projects.

<TABLE>
<CAPTION>




                                                                            ACTUAL                        PROJECTED
                                                                ------------------------------  -------------------------
                                                                  FISCAL YEAR     FISCAL YEAR      FISCAL YEAR
                                                                   ENDED 4/28/02  ENDED 4/27/03  ENDING 4/25/04 REMAINING
                                                                -----------------------------   ----------     ----------
                               (DOLLARS IN MILLIONS)
PROPERTY                                      PROJECT
---------------------------  -----------------------------------------
<S>                          <C>                                        <C>             <C>             <C>         <C>
Isle-Biloxi . . . . . . . .  Construct hotel & parking facility . . . . $            -  $          6.0  $     25.7  $45.8
Isle-Bossier City . . . . .  Construct hotel & entertainment center . .              -             6.4        43.6      -
Isle-Bossier City . . . . .  Renovate casino. . . . . . . . . . . . . .              -               -         2.0    3.0
Isle-Marquette. . . . . . .  Construct hotel. . . . . . . . . . . . . .              -             0.1         0.8    5.2
Isle-Lake Charles . . . . .  Construct hotel. . . . . . . . . . . . . .            0.4             1.0           -      -
Isle-Lake Charles . . . . .  Renovate & expand casino . . . . . . . . .              -               -        12.1    2.9
Isle-Kansas City. . . . . .  Renovate & expand casino . . . . . . . . .            1.5               -        10.0      -
Isle-Boonville. . . . . . .  Develop casino . . . . . . . . . . . . . .           35.7             0.9           -      -
Rhythm City-Davenport . . .  Renovations . . . . . . . . . .  . . . . .            1.6               -           -      -
Isle-Black Hawk(57% owned).  Expansion . . . . . . . . . . . . .  . . .              -             1.4         8.4   64.7
All . . . . . . . . . . . .  Slot program . . . . . . . . . . . . . . .           32.7            24.1        32.4      -
All . . . . . . . . . . . .  Other capital improvements . . . . . . . .           26.4            18.5        34.2      -
                                                                        --------------  --------------  ----------  -----
                      Total . . . . . . . . . . . . . . . . . . . . . .        $  98.3         $  58.4     $ 169.2 $121.6
                                                                        ==============  ============== ===========  =====
</TABLE>

     For the twelve months ended April 27, 2003, we spent $18.5 million on other
capital  improvements  and  $24.1 million on our slot program. The other capital
improvements  at all of our properties consists of numerous capital expenditures
related  to  the purchase of furniture and equipment and upgrade of hotel rooms,
restaurants  and  other areas of our properties. We expect to make $34.2 million
in  capital  improvements  to  maintain  our  existing  facilities  and  remain
competitive  in  our  markets;  $32.4  million  for  our slot program; and $30.0
million for renovations and/or expansion to our casino areas at the Isle-Bossier
City,  the  Isle-Lake  Charles  and  the  Isle-Kansas  City.

     In  August 2002, we announced plans for a $135.0 million expansion at three
of  our  casinos  of which $12.5 million was spent during fiscal 2003.  The plan
will  include  upgraded  and  additional  amenities  at  the  Isle-Biloxi,  the
Isle-Bossier  City  and  the Isle-Marquette.  This plan, which will utilize cash
flow  from  operations,  reinforces  our  commitment to develop our portfolio of
properties  to  feature  a  more  resort-oriented  product.

     The  Isle-Biloxi  plan,  estimated  at  $79.0  million,  will  include  an
additional  400 hotel rooms, an Isle-branded Kitt's Kitchen restaurant, a 12,000
square-foot  multi-purpose  center,  an  expanded  pool  and  spa  area  and  a
1,000-space  parking  facility.  The  parking  garage  will provide a podium for
future  expansion for an additional hotel tower.  Construction began this winter
with  a  projected  construction  period  of  approximately  24  months.

<PAGE>

      The  Isle-Bossier  City plan, estimated at $50.0 million, features a hotel
tower,  with  265 rooms, a Kitt's Kitchen restaurant, a new pool and deck, and a
12,000  square-foot  convention/entertainment  center.  Construction  began  in
October  2002  and  will  span  about  18  months.

      The Isle-Marquette property phase of the plan will include $6.0 million in
improvements  including  a  60-room  Inn-at-the-Isle  and improved parking.  The
construction  will  commence  once we have received local and regulatory permits
and  will  last  approximately  16  months.

     The  Isle-Black  Hawk  plans to invest approximately $75.0 million in Black
Hawk  to  significantly  increase  covered  parking  for  both  properties;  add
additional casino space, hotel rooms and restaurants; and connect the properties
by means of a skywalk that can service both the Isle-Black Hawk and the Colorado
Central Station-Black  Hawk.  It is expected that approximately $22.0 million of
special improvement bonds will be issued by a business improvement district of
the City of Black Hawk to fund public improvements which include extending Main
Street to connect directly to Colorado Route 119, approximately one half mile
closer to Denver.  These bonds will be paid from increased property taxes on
each of the casinos benefiting from the improvements.  This  expansion  has been
delayed until after the outcome of a proposed statewide referendum on VLTs at
racetracks in Colorado has been  determined  in  November  2003.

     On July 29, 2002, we entered into an agreement to sell the Isle-Tunica for
a  cash  payment  of  $7.5  million and were entitled to retain certain personal
property  valued  at  $4.7  million.  We  ceased operation at the Isle-Tunica on
September  3,  2002.

     On October 30, 2002, we completed the sale of the Lady Luck-Las Vegas and
received  a  cash payment of $4.4 million and notes receivable of $6.8 million,
which  were  paid  in  May  2003.  A  subsidiary of the Company will continue to
operate the casino pending the receipt of regulatory approval by the purchaser's
designated  gaming  operator.  As a result, the results of operations for fiscal
2003  include  the  gaming  operations of the Lady Luck-Las Vegas.

     The  proceeds  from  these  sales  approximated  the  carrying value of the
assets.  We  have  presented the sales of the Isle-Tunica and the Lady Luck-Las
Vegas in accordance with SFAS 121 as the Company's commitment to a plan of sale
was initiated prior to the effective date of SFAS 144.

     On  April  22,  2003,  the  Isle-Black  Hawk  acquired  the Colorado casino
operations  of  International  Game  Technology,  Inc. ("IGT") for $84.0 million
adjusted  for  certain  working  capital  adjustments.  The  Colorado  casino
operations of IGT consist of the Colorado Central Station-Black Hawk, located in
Black  Hawk,  and  the  Colorado Grande-Cripple Creek, located in Cripple Creek.

     All of our 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.

<PAGE>

FINANCING  ACTIVITIES

CONTRACTUAL  OBLIGATIONS  AND  COMMERCIAL  COMMITMENTS

     The  following  table  provides  information  at  April 27, 2003, about our
contractual  obligations  and  commercial  commitments.  The  table  presents
contractual  obligations  (in  millions)  by  due  dates and related contractual
commitments  by  expiration  dates.

<TABLE>
<CAPTION>




                                                            PAYMENTS DUE BY PERIOD
                                                             (dollars in millions)
                                                            -----------------------
CONTRACTUAL OBLIGATIONS                        TOTAL           LESS THAN1 YEAR  1-3 YEARS  4-5 YEARS  AFTER 5 YEARS
                                   -----------------------  -------------------  ---------  ---------  ------------
<S>                                   <C>                   <C>                  <C>        <C>        <C>
  Long-Term Debt (1)                  $      1,025.6              $24.7             $38.9      $368.8      $  593.2
                                      -------------------         -----             -----      ------      --------
  Capital Lease Obligations (2)                  2.4                0.1               0.1         0.2           2.0
                                      -------------------          -----            -----      ------      --------
  Operating Leases (2)                       1,163.7               14.3              26.9        22.3       1,100.2
                                      -------------------         -----             -----      ------      --------
  Total Contractual Cash Obligations. $      2,191.7              $39.1             $65.9      $391.3      $1,695.4
-----------------------------------------------------------  ---------------        -----      ------      --------

</TABLE>



<TABLE>
<CAPTION>





                                          AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
                                                      (dollars in millions)
                                          -------------------------------------------
OTHER COMMERCIAL COMMITMENTS        TOTAL AMOUNTS COMMITTED    LESS THAN 1 YEAR    1-3 YEARS    4-5 YEARS    OVER 5 YEARS
                                   -------------------------   ----------------    ---------    ---------    ------------
<S>                                <C>                         <C>                 <C>         <C>           <C>
  Lines of Credit (1)                          $  294.0           $ 4.0                 $ -       $290.0             $-
                                   -------------------------   ----------------    ---------    ---------    ------------
  Standby Letters of Credit (3)                     9.0             9.0                   -            -              -
                                   -------------------------   ----------------    ---------    ---------    ------------
  Total Commercial Commitments                 $  303.0           $13.0                 $ -       $290.0             $-
                                   -------------------------   ----------------    ---------    ---------    ------------

</TABLE>




(1)  See  Note   9,  Long-Term  Debt,  in the accompanying notes to consolidated
financial  statements.
(2)  See  Note  10,  Commitments,  in  the  accompanying  notes  to consolidated
financial  statements.
(3)  Standby  letters  of  credit  consists  of the following:  $3.7 million for
gaming  taxes,  $4.5 million for  workers' compensation and $0.8 million for
other.

     During  the  twelve  months ended April 27, 2003, we received net cash
of $6.4 million  primarily  in  the  following  financing  activities:

-     We received proceeds from the issuance of new debt of $105.0 million.
-     We  made  net  reductions  to our Revolving Credit Facilities and lines of
credit  of  $69.1  million.
-     We made principal payments on our Senior Secured Credit Facility and other
debt  of  $18.0  million.
-     We purchased and retired 0.5 million shares of our common stock at a total
cost  of  $5.4  million.
-     We  made  cash  distributions to a minority partner totaling $5.6 million.

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

<PAGE>

     Our  Senior  Secured  Credit  Facility,  among  other things, limits our
ability  to  borrow  money, make capital expenditures, use assets as security in
other  transactions,  make  restricted payments or restricted investments, incur
contingent  obligations, sell assets and enter into leases and transactions with
affiliates.  In  addition,  our  credit  facility  requires  us  to meet certain
financial  ratios and tests, including: a minimum consolidated net worth test, a
maximum consolidated total leverage test, a maximum consolidated senior leverage
test,  and  a  minimum  consolidated  fixed  charge  coverage  test.

     We  expect  that available cash and cash from future operations, as well as
borrowings  under our Senior Secured Credit Facility and lines of credit will be
sufficient  to  fund  future expansion and planned capital expenditures, service
senior  debt,  and  meet working capital requirements.  As of April 27, 2003, we
had  $247.0 million of unused credit capacity with the revolving loan commitment
on  our  Senior Secured Credit Facility, $40.0 million of unused credit capacity
with  the  Isle-Black  Hawk's Senior Secured Credit Facility and $1.1 million of
available credit from other lines of credit.  The revolving loan commitment is a
variable  rate  instrument based on, at our option, either LIBOR or our lender's
prime  rate  plus  the applicable interest rate spread, and is effective through
April  2007.  Our  lines  of  credit  are  also  at  variable rates based on our
lender's  prime  rate  and are subject to annual renewal.  There is no assurance
that  these  sources  will in fact provide adequate funding for the expenditures
described  above or that planned capital investments will be sufficient to allow
us  to  remain  competitive  in  our  existing  markets.

     We  are  currently in compliance with all covenants contained in our senior
and  subordinated  debt instruments as of April 27, 2003.  If we do not maintain
compliance  with  these  covenants,  the lenders under the Senior Secured Credit
Facility  have  the  option  (in some cases, after the expiration of contractual
grace  periods), but not the obligation, to demand immediate repayment of all or
any  portion  of  the  obligations  outstanding  under the Senior Secured Credit
Facility.  Any significant deterioration of earnings could affect certain of our
covenants.  Adverse changes in our credit rating or stock price would not impact
our  borrowing  costs  or  covenant  compliance under existing debt instruments.
Future  events, such as a significant increase in interest rates can be expected
to  increase  our  costs  of borrowing under our Senior Secured Credit Facility.
The  indentures  governing  our  8.75%  notes and our 9.0% notes limit, among
other  things,  our  ability  to  borrow  money,  create  liens, make restricted
payments,  and  sell  assets.

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

RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In  April  2002,  the  Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards ("SFAS") No. 145, "Rescission of
FASB  Statements  No.  4,  44  and  64,  Amendment of FASB No. 13, and Technical
Corrections,"  ("SFAS  145").  SFAS  145  will  require  gains  and  losses  on
extinguishments  of  debt  to  be  classified  as income or loss from continuing
operations  rather than as extraordinary items as previously required under SFAS
No.  4  "Reporting  Gains  and  Losses from Extinguishment of Debt," ("SFAS 4").
SFAS  145  will  be effective for fiscal years beginning after May 15, 2002.  We
will  adopt SFAS 145 at the beginning of fiscal 2004, April 28, 2003.  Losses on
extinguishment  of  debt  previously classified as extraordinary charges will be
reclassified  to  conform  to  the  provisions  of SFAS 145.  Upon adoption, the
extraordinary  loss  on  extinguishment  of debt recorded in fiscal 2002 of $4.3
million,  net  of  income tax benefit of $2.7 million, would be reclassified and
included  in  income  from operation on a pre-tax basis.  As a result, operating
income for fiscal 2002 would decrease from $104.1 million to $97.1 million.  Net
income  and  earnings  per  share  for  fiscal  2002  will  remain  unchanged.

<PAGE>

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition and Disclosure," ("SFAS 148").  SFAS 148 amends FASB
Statement  No.  123,  "Accounting for Stock-Based Compensation," ("SFAS 123") to
provide  alternative  methods for an entity that voluntarily changes to the fair
value  based  method  of  accounting  for  stock-based  compensation, amends the
disclosure  provisions  of  SFAS  123  and  amends  APB Opinion No. 28, "Interim
Financial  Reporting,"  to  require  disclosure  about  those effects in interim
financial information.  The transition guidance and annual disclosure provisions
of  SFAS 148 are effective for fiscal years ending after December 15, 2002.  The
interim  disclosure  provisions  are  effective for financial reports containing
financial  statements for interim periods beginning after December 15, 2002.  We
have  adopted  SFAS 148 transition guidance and annual disclosure provisions for
the  fiscal  year  ending  April  27,  2003.  We  will  adopt  SFAS  148 interim
disclosure  provisions for the fiscal quarter ending July 27, 2003, which is the
first  interim  reporting  period  beginning  after  December  15, 2002.  We are
currently assessing the impact of the various alternative methods under SFAS 148
and  have  not  yet  determined  the  effect  of the adoption of this statement.

     In  November  2002,  the  FASB  issued  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45").  This Interpretation addresses
the  disclosures  to  be made by a guarantor in its interim and annual financial
statements  about its obligations under guarantees.  The disclosure requirements
of  FIN  45  are effective for financial statements of interim or annual periods
ending  after December 15, 2002.  Additionally, the Interpretation clarifies the
requirements  related  to  the  recognition  of a liability, for the fair market
value  of  an  obligation,  by  a  guarantor  at  the  inception of a guarantee,
including the required disclosures of that information in its interim and annual
financial  statements.  If  applicable,  the  initial  recognition  and  initial
measurement  provisions  of  FIN  45  are  applicable  on a prospective basis to
guarantees  issued  or modified after December 31, 2002.  The adoption of FIN 45
is  not  expected  to  have  a  material  impact  on our consolidated results of
operations,  financial  position  or  cash  flows.

     In  January 2003, the FASB issued Interpretation No. 46, " Consolidation of
Variable  Interest  Entities"  ("FIN  46").  This  Interpretation  clarifies the
application  of  Accounting  Research  Bulletin  No. 51, "Consolidated Financial
Statements"  ("ARB  51"),  which  currently  requires  inclusion in consolidated
financial  statements  of  subsidiaries  in  which  an enterprise has a majority
voting  interest.  FIN  46 broadens application of ARB 51 to certain entities in
which  equity  investors  do  not  have  the  characteristics  of  a controlling
financial  interest  or  do not have sufficient equity at risk for the entity to
finance  its  activities  without additional subordinated financial support from
other parties.  FIN 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an enterprise
obtains  an  interest  after  that  date.  For  the first fiscal year or interim
period  beginning  after  June  15,  2003,  the  enterprise  must  apply  the
Interpretation  to  variable  interest  entities  in  which  it holds a variable
interest acquired prior to February 1, 2003.  We do not expect FIN 46 to have a
significant effect  on  our  consolidated  financial  statements.

<PAGE>

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

     Market  risk  is  the  risk  of loss arising from adverse changes in market
rates  and  prices,  including  interest rates, foreign currency exchange rates,
commodity  prices  and  equity  prices.  Our  primary exposure to market risk is
interest  rate  risk  associated with our Senior Secured Credit Facility and the
Isle-Black  Hawk  Senior  Secured  Credit  Facility.

SENIOR  SECURED  CREDIT  FACILITY
     We  entered  into three interest rate swap agreements in the fourth quarter
of  fiscal  2001  and  one  interest rate swap agreement in the first quarter of
fiscal  2002  that  effectively  convert portions of our variable rate debt to a
fixed-rate  basis  for  the next year, thus reducing the impact of interest rate
changes  on  future interest expense.  The notional value of the swaps that were
designated  as cash flow hedges was $150.0 million or 60.6% of our variable rate
term  debt  outstanding under our Senior Secured Credit Facility as of April 27,
2003.  We evaluate the effectiveness of these hedged transactions on a quarterly
basis.  We terminated $50.0 million  of interest rate swaps in fiscal 2003.  The
remaining  $150.0 million in interest rate swaps terminate in 2004.  We found no
portion  of  the  hedging  instruments  to be ineffective during the fiscal year
ended  April  27, 2003.  Accordingly, no gains or losses have been recognized on
these  cash  flow  hedges.

ISLE-BLACK  HAWK  SENIOR  SECURED  CREDIT  FACILITY
     The Isle-Black Hawk entered into three interest rate swap agreements in the
fourth  quarter  of  fiscal  2002  that  effectively  convert  portions of their
variable  rate  debt to a fixed-rate basis for the next two years, thus reducing
the  impact  of  interest rate changes on future interest expense.  The notional
value of the swaps that were designated as cash flow hedges was $40.0 million or
23.4%  of  their  variable  rate term debt outstanding under the Isle-Black Hawk
Senior  Secured  Credit  Facility as of April 27, 2003.  The interest rate swaps
terminate  in  2005.  We evaluate the effectiveness of these hedged transactions
on  a  quarterly  basis.  We  found  no portion of the hedging instruments to be
ineffective  during  the fiscal year ended April 27, 2003.  Accordingly, no
gains or  losses  have  been  recognized  on  these  cash  flow  hedges.

     The  following  table  provides  information  at  April 27, 2003, about our
financial  instruments  that  are  sensitive  to changes in interest rates.  The
table  presents  principal cash flows (in millions) and related weighted average
interest  rates  by  expected  maturity  dates.

<TABLE>
<CAPTION>




INTEREST RATE SENSITIVITY
PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
AVERAGE INTEREST (SWAP) RATE

FISCAL YEAR
(dollars in millions)                                                   2004    2005    2006     2007     2008   THEREAFTER
---------------------------------------------------------------  ------------  ------  ------  -------  -------  ----------
<S>                                                              <C>           <C>     <C>     <C>      <C>      <C>
LIABILITIES
Long-term debt, including current portion
   Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . .  $       2.8   $ 2.5   $ 1.5   $  0.9   $  1.0   $    595.2
   Average interest rate. . . . . . . . . . . . . . . . . . . .          8.8%    8.8%    8.8%     8.8%     8.8%        8.9%

   Variable rate. . . . . . . . . . . . . . . . . . . . . . . .  $      22.0   $14.5   $20.6   $129.6   $237.5   $        -
   Average interest rate (1). . . . . . . . . . . . . . . . . .          4.3%    4.7%    5.5%     6.3%     6.5%  $        -

INTEREST RATE DERIVATIVE FINANCIAL INSTRUMENTS RELATED TO DEBT
Interest rate swaps
   Pay fixed/receive variable . . . . . . . . . . . . . . . . .  $     150.0   $40.0   $   -   $    -   $    -            -
   Average pay rate . . . . . . . . . . . . . . . . . . . . . .          4.8%    4.2%      -        -        -            -
   Average receive rate . . . . . . . . . . . . . . . . . . . .          1.2%    1.6%      -        -        -            -


INTEREST RATE SENSITIVITY
PRINCIPAL (NOTIONAL) AMOUNT BY EXPECTED MATURITY
AVERAGE INTEREST (SWAP) RATE

FISCAL YEAR                                                                FAIR VALUE
(dollars in millions)                                            TOTAL     4/27/2003
---------------------------------------------------------------  -------  ----------
<S>                                                              <C>      <C>         <C>

LIABILITIES
Long-term debt, including current portion
   Fixed rate . . . . . . . . . . . . . . . . . . . . . . . . .  $ 603.9  $633.8
   Average interest rate. . . . . . . . . . . . . . . . . . . .

   Variable rate. . . . . . . . . . . . . . . . . . . . . . . .  $ 424.1  $424.1
   Average interest rate (1). . . . . . . . . . . . . . . . . .

INTEREST RATE DERIVATIVE FINANCIAL INSTRUMENTS RELATED TO DEBT
Interest rate swaps
   Pay fixed/receive variable . . . . . . . . . . . . . . . . .  $ 190.0  $ (5.9)
   Average pay rate . . . . . . . . . . . . . . . . . . . . . .
   Average receive rate . . . . . . . . . . . . . . . . . . . .
</TABLE>

(1) Represents the annual average LIBOR from the forward yield curve at April
27, 2003, plus the weighted average margin above LIBOR on all consolidated
variable rate debt.

<PAGE>

ITEM  8.       FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.

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

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . .    61
Consolidated Balance Sheets, April 27, 2003 and April 28, 2002 . . . . . .    62
Consolidated  Statements  of  Operations,  Years ended April 27, 2003,
     April 28, 2002 and April 29, 2001 . . . . . . . . . . . . . . . . . .    63
Consolidated  Statements  of  Stockholders'  Equity, Years ended
     April 27, 2003, April  28,  2002 and  April  29,  2001. . . . . . . .    64
Consolidated  Statements  of  Cash  Flows, Years ended April 27, 2003,
     April 28, 2002 and April 29, 2001 . . . . . . . . . . . . . . . . . .    65
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . .    67
<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 27, 2003 and April 28, 2002, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  ended  April  27,  2003,  April  28,  2002 and April 29, 2001.  Our
audits also included the financial statement schedule listed in the index at
Item 15(a).  These financial  statements and schedule  are  the  responsibility
of  the  Company's management. Our  responsibility  is  to express an opinion on
these financial statements and schedule 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 27, 2003 and April 28, 2002, and the consolidated results
of  its  operations and its cash flows for the years ended April 27, 2003, April
28,  2002 and April 29, 2001 in conformity with accounting principles generally
accepted  in  the  United  States.  Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

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

                                                            ERNST  &  YOUNG  LLP

New  Orleans,  Louisiana
June  12,  2003

<PAGE>

<TABLE>
<CAPTION>



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

                                                        ASSETS                                  APRIL 27,    APRIL 28,
                                                                                                 2003          2002
                                                                                              -----------  -----------
Current assets:
<S>                                                                                           <C>          <C>
     Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   80,639   $   76,597
     Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13,987            -
     Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,786        9,857
     Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,658            -
     Income tax receivable.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,260            -
     Deferred income taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,433       10,235
     Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .      17,361       15,113
     Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         371            -
     Property held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         250       24,572
                                                                                              -----------  -----------
               Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     135,745      136,374
Property and equipment - net.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     841,332      803,507
Other assets:
     Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     326,309      305,850
     Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      75,344       58,744
     Deferred financing costs, net of accumulated amortization of $11,500 in 2003 and
          $7,984 in 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22,962       23,730
     Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,551        3,677
     Prepaid deposits and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,961        4,944
     Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -        8,812
                                                                                              -----------  -----------
               Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,408,204   $1,345,638
                                                                                              ===========  ===========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------------------
Current liabilities:
     Current maturities of long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . .  $   24,757   $   14,176
     Accounts payable trade. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18,630       22,541
     Accrued liabilities:
           Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,132        5,276
           Payroll and related.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      45,578       47,186
           Property and other taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      17,852       15,673
           Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -       13,993
           Progressive jackpots and slot club awards.. . . . . . . . . . . . . . . . . . . .      15,583       11,903
           Other.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      26,639       27,862
                                                                                              -----------  -----------
               Total current liabilities.. . . . . . . . . . . . . . . . . . . . . . . . . .     156,171      158,610
Long-term debt, less current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . .   1,003,230      995,123
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,700            -
Deferred state income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,675        5,415
Other accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13,347       16,302
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14,177       10,990
Stockholders' equity:
          Preferred stock, $.01 par value; 2,000 shares authorized; none issued. . . . . . .           -            -
          Common stock, $.01 par value; 45,000 shares authorized; shares issued and
             outstanding: 32,377 at April 27, 2003 and 31,826 at April 28, 2002. . . . . . .         322          314
          Class B common stock, $.01 par value; 3,000 shares authorized; none issued . . . .           -            -
          Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .     137,542      135,432
          Unearned compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1,498)      (1,352)
          Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     100,346       54,753
          Accumulated other comprehensive loss, net of income tax benefit of $2,527 in 2003
             and $2,364 in 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (4,284)      (4,061)
                                                                                              -----------  -----------
                                                                                                 232,428      185,086
          Treasury stock, 3,293 shares at April 27, 2003 and 3,107 shares at April 28, 2002      (28,524)     (25,888)
                                                                                              -----------  -----------
          Total stockholders' equity.. . . . . . . . . . . . . . . . . . . . . . . . . . . .     203,904      159,198
                                                                                              -----------  -----------
          Total liabilities and stockholders' equity.. . . . . . . . . . . . . . . . . . . .  $1,408,204   $1,345,638
                                                                                              ===========  ===========

</TABLE>
See notes to consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>



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

                                                                                 FISCAL YEAR ENDED
                                                                                -------------------
                                                                        APRIL 27,        APRIL 28,    APRIL 29,
                                                                           2003            2002         2001
                                                                  -------------------  -----------  -----------
<S>                                                               <C>                  <C>          <C>
Revenues:
     Casino. . . . . . . . . . . . . . . . . . . . . . . . . . .  $        1,051,485   $1,056,967   $  957,147
     Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . .              49,217       55,957       50,734
     Pari-mutuel commissions and fees. . . . . . . . . . . . . .              23,894       23,534       22,152
     Food, beverage and other. . . . . . . . . . . . . . . . . .             140,862      152,187      148,315
                                                                  -------------------  -----------  -----------
          Gross revenues . . . . . . . . . . . . . . . . . . . .           1,265,458    1,288,645    1,178,348
          Less promotional allowances. . . . . . . . . . . . . .             199,727      203,334      195,547
                                                                  -------------------  -----------  -----------
                  Net revenues . . . . . . . . . . . . . . . . .           1,065,731    1,085,311      982,801
Operating expenses:
     Casino. . . . . . . . . . . . . . . . . . . . . . . . . . .             191,826      203,855      192,209
     Gaming taxes. . . . . . . . . . . . . . . . . . . . . . . .             229,477      227,067      192,571
     Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . .              11,573       13,345       12,072
     Pari-mutuel . . . . . . . . . . . . . . . . . . . . . . . .              16,889       16,806       16,212
     Food, beverage and other. . . . . . . . . . . . . . . . . .              34,149       35,774       31,988
     Marine and facilities . . . . . . . . . . . . . . . . . . .              65,915       70,024       63,644
     Marketing and administrative. . . . . . . . . . . . . . . .             273,584      277,035      249,617
     Valuation charge. . . . . . . . . . . . . . . . . . . . . .               1,923       61,362        1,032
     Preopening expenses . . . . . . . . . . . . . . . . . . . .                   -        3,871          176
     Other charges . . . . . . . . . . . . . . . . . . . . . . .                   -            -        8,165
     Depreciation and amortization . . . . . . . . . . . . . . .              76,626       72,064       69,112
                                                                  -------------------  -----------  -----------
          Total operating expenses . . . . . . . . . . . . . . .             901,962      981,203      836,798
                                                                  -------------------  -----------  -----------
Operating income . . . . . . . . . . . . . . . . . . . . . . . .             163,769      104,108      146,003
     Interest expense. . . . . . . . . . . . . . . . . . . . . .             (82,565)     (89,177)     (98,943)
     Interest income . . . . . . . . . . . . . . . . . . . . . .                 562          850        5,107
     Minority interest.. . . . . . . . . . . . . . . . . . . . .              (9,451)      (7,676)      (6,357)
     Equity in loss of unconsolidated joint ventures.. . . . . .                   -          (38)        (162)
                                                                  -------------------  -----------  -----------

Income before income taxes and extraordinary loss. . . . . . . .              72,315        8,067       45,648
     Income tax provision. . . . . . . . . . . . . . . . . . . .              26,722        3,753       20,504
                                                                  -------------------  -----------  -----------
Income before extraordinary loss . . . . . . . . . . . . . . . .              45,593        4,314       25,144
Extraordinary loss on extinguishment of debt, net of income tax
     benefit of $2,672 in 2002 . . . . . . . . . . . . . . . . .                   -       (4,349)           -
                                                                  -------------------  -----------  -----------
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . .  $           45,593   $      (35)  $   25,144
                                                                  ===================  ===========  ===========


Earnings (loss) per common share - basic:
  Income before extraordinary loss . . . . . . . . . . . . . . .  $             1.57   $     0.15   $     0.84
  Extraordinary loss, net of income taxes. . . . . . . . . . . .                   -        (0.15)           -
                                                                  -------------------  -----------  -----------
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . .  $             1.57   $     0.00   $     0.84
                                                                  ===================  ===========  ===========

Earnings (loss) per common share - assuming dilution:
  Income before extraordinary loss . . . . . . . . . . . . . . .  $             1.50   $     0.15   $     0.80
  Extraordinary loss, net of income taxes. . . . . . . . . . . .                   -        (0.15)           -
                                                                  -------------------  -----------  -----------
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . .  $             1.50   $     0.00   $     0.80
                                                                  ===================  ===========  ===========

  Weighted average basic shares. . . . . . . . . . . . . . . . .              28,984       28,162       29,894
  Weighted average diluted shares. . . . . . . . . . . . . . . .              30,452       29,765       31,513

</TABLE>

See  notes  to  consolidated  financial  statements

<PAGE>

<TABLE>
<CAPTION>



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

                                                                                                                ACCUM.
                                                                                                                 OTHER
                                                  SHARES OF               ADDITIONAL   UNEARNED     RETAINED    COMPRE-
                                                  COMMON      COMMON        PAID-IN     COMPEN-     EARNINGS    HENSIVE
                                                  STOCK       STOCK         CAPITAL     SATION       (DEFICIT)  LOSS
                                                  ----------  ------------  ----------  ----------  ----------  ---------
<S>                                               <C>         <C>           <C>         <C>         <C>         <C>
Balance, April 30, 2000. . . . . . . . . . . . .     30,369   $       304   $ 125,572   $       -   $  29,644   $      -
Net income . . . . . . . . . . . . . . . . . . .          -             -           -           -      25,144          -
Exercise of stock options. . . . . . . . . . . .        246             2       1,136           -           -          -
Grant of nonvested stock . . . . . . . . . . . .          -             -       2,700      (2,700)          -          -
Purchase of treasury stock . . . . . . . . . . .          -             -           -           -           -          -
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -             -           -         900           -          -
                                                  ----------  ------------  ----------  ----------  ----------  ---------
Balance, April 29, 2001. . . . . . . . . . . . .     30,615           306     129,408      (1,800)     54,788          -
Net loss . . . . . . . . . . . . . . . . . . . .          -             -           -           -         (35)         -
Unrealized loss on interest
   rate swap contracts.. . . . . . . . . . . . .          -             -           -           -           -     (4,061)

Comprehensive loss, net of
   income taxes of $2,364. . . . . . . . . . . .          -             -           -           -           -          -
Exercise of stock options, net of
   income tax benefit of $891. . . . . . . . . .      1,211             8       6,096           -           -          -
Grant of nonvested stock . . . . . . . . . . . .          -             -         (72)         72           -          -
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -             -           -         376           -          -
Purchase of treasury stock . . . . . . . . . . .          -             -           -           -           -          -
                                                  ----------  ------------  ----------  ----------  ----------  ---------
Balance, April 28, 2002. . . . . . . . . . . . .     31,826           314     135,432      (1,352)     54,753     (4,061)
Net income.. . . . . . . . . . . . . . . . . . .          -             -           -           -      45,593          -
Unrealized loss on interest
   rate swap contract. . . . . . . . . . . . . .          -             -           -           -           -       (223)

Comprehensive income, net of
   income taxes of $2,527. . . . . . . . . . . .          -             -           -           -           -          -
Exercise of stock options, net of
   income tax benefit of $1,611. . . . . . . . .        998            12       6,772           -           -          -
Purchase of treasury stock . . . . . . . . . . .          -             -           -           -           -          -
Treasury stock retired . . . . . . . . . . . . .       (447)           (4)     (5,425)          -           -          -
Grant of nonvested stock . . . . . . . . . . . .          -             -         763        (763)          -          -
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -             -           -         617           -          -
                                                  ----------  ------------  ----------  ----------  ----------  ---------
Balance, April 27, 2003. . . . . . . . . . . . .     32,377   $       322   $ 137,542   $  (1,498)  $ 100,346   $ (4,284)
                                                  ==========  ============  ==========  ==========  ==========  =========

See notes to consolidated financial statements




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



                                                              TOTAL
                                                  TREASURY    STOCKHOLDERS'
                                                  STOCK       EQUITY
                                                  ----------  ---------------
<S>                                               <C>         <C>
Balance, April 30, 2000. . . . . . . . . . . . .  $       -   $      155,520
Net income . . . . . . . . . . . . . . . . . . .                      25,144
Exercise of stock options. . . . . . . . . . . .                       1,138
Grant of nonvested stock
Purchase of treasury stock . . . . . . . . . . .    (16,661)         (16,661)
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -              900
                                                  ----------  ---------------
Balance, April 29, 2001. . . . . . . . . . . . .    (16,661)         166,041
Net loss . . . . . . . . . . . . . . . . . . . .          -              (35)
Unrealized loss on interest
   rate swap contracts.. . . . . . . . . . . . .          -           (4,061)
                                                                   ----------
Comprehensive loss, net of
   income taxes of $2,364. . . . . . . . . . . .          -           (4,096)
Exercise of stock options, net of
   income tax benefit of $891. . . . . . . . . .     (1,205)           4,899
Grant of nonvested stock . . . . . . . . . . . .          -                -
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -              376
Purchase of treasury stock . . . . . . . . . . .     (8,022)          (8,022)
                                                  ----------  ---------------
Balance, April 28, 2002. . . . . . . . . . . . .    (25,888)         159,198
Net income.. . . . . . . . . . . . . . . . . . .          -           45,593
Unrealized loss on interest
   rate swap contract. . . . . . . . . . . . . .          -             (223)
                                                              ---------------
Comprehensive income, net of
   income taxes of $2,527. . . . . . . . . . . .          -           45,370
Exercise of stock options, net of
   income tax benefit of $1,611. . . . . . . . .     (2,636)           4,148
Purchase of treasury stock . . . . . . . . . . .     (5,429)          (5,429)
Treasury stock retired . . . . . . . . . . . . .      5,429                -
Grant of nonvested stock . . . . . . . . . . . .          -                -
Amortization of unearned
   compensation. . . . . . . . . . . . . . . . .          -              617
                                                  ----------  ---------------
Balance, April 27, 2003. . . . . . . . . . . . .  $ (28,524)  $      203,904
                                                  ==========  ===============

</TABLE>
See notes to consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>



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

                                                                          FISCAL YEAR ENDED
                                                          ---------------------------------------------
                                                                    APRIL 27,    APRIL 28,    APRIL 29,
                                                          -------------------  -----------  -----------
                                                                        2003         2002         2001
                                                          -------------------  -----------  -----------
<S>                                                       <C>                  <C>          <C>
OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . .  $           45,593   $      (35)  $   25,144
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
     Depreciation and amortization . . . . . . . . . . .              76,626       72,064       69,112
     Amortization of deferred financing costs. . . . . .               3,704        3,863        4,388
     Amortization of unearned compensation . . . . . . .                 617          376          900
     Gain on disposal of assets. . . . . . . . . . . . .                   -         (125)        (271)
     Other charges.. . . . . . . . . . . . . . . . . . .                   -            -        8,165
     Valuation charge. . . . . . . . . . . . . . . . . .               1,923       61,362        1,032
     Deferred income taxes . . . . . . . . . . . . . . .              23,574       12,291       11,068
     Equity in loss of unconsolidated joint venture. . .                   -           38          162
     Extraordinary loss (net of income taxes). . . . . .                   -        4,349            -
     Minority interest . . . . . . . . . . . . . . . . .               9,451        7,676        6,358
     Changes in current assets and liabilities:
          Accounts receivable. . . . . . . . . . . . . .               2,200         (654)      (2,020)
          Income tax receivable. . . . . . . . . . . . .              (2,260)       4,700       (4,700)
          Prepaid expenses and other assets. . . . . . .              (1,045)       1,246       (6,475)
          Accounts payable and accrued liabilities.. . .             (22,196)     (13,536)     (38,713)
                                                          -------------------  -----------  -----------
Net cash provided by operating activities. . . . . . . .             138,187      153,615       74,150

INVESTING ACTIVITIES:
Purchase of property and equipment.. . . . . . . . . . .             (58,358)     (98,344)    (159,326)
Net cash paid for acquisitions . . . . . . . . . . . . .             (80,313)           -     (111,399)
(Purchase) sale of short-term investments. . . . . . . .             (13,987)           -       39,044
Proceeds from sales of assets. . . . . . . . . . . . . .              11,961          125          271
Investments in and advances to joint ventures. . . . . .                (927)      (1,055)      (1,324)
Restricted cash. . . . . . . . . . . . . . . . . . . . .                 855          623        1,256
Prepaid deposits and other . . . . . . . . . . . . . . .                (569)      (1,827)       6,100
Net payments on notes receivable . . . . . . . . . . . .                 753            -            -
                                                          -------------------  -----------  -----------
Net cash used in investing activities. . . . . . . . . .            (140,585)    (100,478)    (225,378)

FINANCING ACTIVITIES:
Proceeds from debt . . . . . . . . . . . . . . . . . . .             105,030      580,000        2,238
Net proceeds from (reduction in) line of credit. . . . .             (69,086)     (18,000)      93,000
Principal payments on debt and cash paid to retire debt.             (17,967)    (596,697)     (19,021)
Deferred financing costs . . . . . . . . . . . . . . . .              (2,936)      (7,631)        (779)
Purchase of treasury stock . . . . . . . . . . . . . . .              (5,429)      (8,022)     (16,659)
Proceeds from exercise of stock options and warrants . .               2,383        4,830        1,136
Cash distribution to minority partner. . . . . . . . . .              (5,555)      (7,679)           -
                                                          -------------------  -----------  -----------
Net cash (used in) provided by financing activities. . .               6,440      (53,199)      59,915

Net increase (decrease) in cash and cash equivalents . .               4,042          (62)     (91,313)
Cash and cash equivalents at beginning of period . . . .              76,597       76,659      167,972
                                                          -------------------  -----------  -----------
Cash and cash equivalents at end of period . . . . . . .  $           80,639   $   76,597   $   76,659
                                                          ===================  ===========  ===========

</TABLE>

See  notes  to  consolidated  financial  statements

<PAGE>

<TABLE>
<CAPTION>



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

                                                                        FISCAL YEAR ENDED
                                                           ---------------------------------------------
                                                                    APRIL 27,     APRIL 28,    APRIL 29,
                                                                         2003         2002         2001
                                                           -------------------  -----------  -----------
<S>                                                        <C>                  <C>          <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash payments (receipts) for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . .  $           77,172   $   77,821   $   99,620
  Income taxes. . . . . . . . . . . . . . . . . . . . . .              18,066       (7,711)      21,523

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
Other:
  Construction costs funded through accounts payable
     and notes payable. . . . . . . . . . . . . . . . .                 2,875            -        2,809
Acquisitions of businesses:
     Fair value of assets acquired. . . . . . . . . . . .              86,065            -      189,772
     Less fair value of liabilities assumed . . . . . . .              (5,752)           -      (78,373)
                                                           -------------------  -----------  -----------
     Net cash payment . . . . . . . . . . . . . . . . . .              80,313            -      111,399
  Sale of businesses:
     Fair value of assets disposed. . . . . . . . . . . .              11,870            -            -
     Less fair value of liabilities sold. . . . . . . . .                   -            -            -
                                                           -------------------  -----------  -----------
     Net cash received. . . . . . . . . . . . . . . . . .              11,870            -            -

</TABLE>

See notes to consolidated financial statements


<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

FISCAL  YEAR-END
The  Company's  fiscal  year  ends on the last Sunday in April. This fiscal year
creates  more  comparability of the Company's quarterly operations, by generally
having  an  equal  number  of weeks (13) and week-end days (26) in each quarter.
Periodically,  this  system  necessitates a 53-week year and fiscal 2000 was one
such year.  Fiscal 2003 commenced on April 29, 2002 and ended on April 27, 2003.

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

USE  OF  ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities, and
disclosure  of  contingent  assets and liabilities, at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

CAGE CASH

CASH  AND  CASH  EQUIVALENTS
The  Company  considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  as cash equivalents. Cash equivalents are
placed  primarily  with high-credit-quality financial institutions. The carrying
amount of cash equivalents approximates fair value because of the short maturity
of  these  instruments.  Cash  includes  the  minimum  cash balances required by
state  regulatory  bodies  which  totaled  approximately  $29.4  million  and
$29.9 million at April 27, 2003, and April 28, 2002, respectively.

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

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

PROPERTY  AND  EQUIPMENT
Property  and equipment are stated at cost.  The Company capitalizes the cost of
purchases  of property and equipment and capitalizes the cost of improvements to
property  and equipment which increases the value or extends the useful lives of
the  assets.  Costs  of normal repairs and maintenance are charged to expense as
incurred.  Gains  or  losses  on  dispositions  of  property  and  equipment are
included  in  the  determination  of income.  Depreciation is computed using the
straight-line  method  over  the following estimated useful lives of the assets:

<TABLE>
<CAPTION>



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

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

GOODWILL  AND  OTHER  INTANGIBLE  ASSETS
Goodwill, representing the excess of the cost over the net identifiable tangible
and  intangible  assets  of  acquired  businesses,  is  stated  at  cost.  Other
intangible assets represent the license value attributed to the Louisiana gaming
licenses  acquired  through  the  Company's  acquisition  of  St. Charles Gaming
Company, Grand Palais Riverboat, Inc. and Louisiana Riverboat Gaming Partnership
(the  "Licenses"),  the  value  of the Lady Luck trademarks and player databases
acquired in the acquisition of Lady Luck Gaming Corporation and the value of the
Colorado  Central  Station  trademarks  acquired  in  the  acquisition  of
CCSC/Blackhawk,  Inc.  and  Colorado  Grande  Enterprises, Inc.  Prior to fiscal
2002,  the  Company  estimated  that the Licenses had a useful life of 25 years.
Beginning  in  fiscal  year  2002,  the  Company concluded that the Licenses had
indefinite  lives as the Company determined that there are no legal, regulatory,
contractual,  economic  or other factors that would limit the useful life of the
Licenses,  and  the  Company  intends  to  renew  and  operate  the  Licenses
indefinitely.  In  addition,  other key factors in the Company's assessment that
these  Licenses  have  an  indefinite  life  include:  (1) the Company's license
renewal  experience  confirmed  that  the  renewal  process  is  perfunctory and
renewals would not be withheld except under extraordinary circumstances; (2) the
renewals  related  to  these  Licenses  confirmed  the Company's belief that the
renewal process could be completed without substantial cost and without material
modification  of  the  Licenses;  (3) the economic performance of the operations
related  to  the  Licenses  support  the  Company's  intention  of operating the
Licenses  indefinitely;  and  (4) the continued limitation of gaming licenses in
the  State  of  Louisiana  limits  competition  in the jurisdictions where these
Licenses  are  maintained.

Effective  April  30,  2001,  the  Company  adopted  Statements  of  Financial
Accounting Standards No. 141, "Business Combinations," ("SFAS 141") and No. 142,
"Goodwill  and  Other  Intangible  Assets,"  ("SFAS  142").

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

GOODWILL  AND  OTHER  INTANGIBLE  ASSETS  (CONTINUED)
  SFAS  141  requires  that  the  purchase  method of accounting be used for all
business  combinations  initiated after June 30, 2001.  Under SFAS 142, goodwill
and  intangible  assets  with  indefinite  useful lives are no longer subject to
amortization.  SFAS 142 requires that these assets be reviewed for impairment at
least annually.  Based on its review, the Company believes that, as of April 27,
2003,  there  were  no  impairments  of  its goodwill and other indefinite lived
intangible  assets.  However,  the  Company  intends  to  continue  to  evaluate
intangible  assets  that  are not being amortized at least annually to determine
whether  events and circumstances continue to support an indefinite useful life.
If  these  assets are subsequently determined to have a finite useful life, they
will  be  tested  for  impairment,  and  then  amortized  prospectively over the
estimated  remaining  useful lives and accounted for in the same manner as other
intangible  assets  that  are  subject  to  amortization.

LONG-LIVED  ASSETS
Effective  April 29, 2002, the Company adopted Statement of Financial Accounting
Standards  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets  and  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30,  "Reporting  the  Results  of  Operations  for  a Disposal of a Segment of a
Business."  The  Company periodically evaluates the carrying value of long-lived
assets  to  be  held  and  used  in accordance with SFAS 144.  SFAS 144 requires
impairment  losses  to  be recorded on long-lived assets used in operations when
indicators  of  impairment are present and the undiscounted cash flows estimated
to  be generated by those assets are less than the assets' carrying amounts.  In
that  event,  a  loss  is  recognized  based on the amount by which the carrying
amount  exceeds  the  fair  market  value  of  the  long-lived  assets.  Loss on
long-lived  assets  to  be disposed of is determined in a similar manner, except
that  fair  market  values  are  reduced for the cost of disposal.  Based on its
review,  other  than  the  asset  impairment  write-downs  noted in Note 15, the
Company  believes  that,  as  of  April  27,  2003,  there  were  no significant
impairments  of  its  long-lived  assets.

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

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

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

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

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

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

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

<TABLE>
<CAPTION>




                                                    FISCAL YEAR ENDED
                                        ------------------------------------------
                                               APRIL 27,    APRIL 28,   APRIL 29,
                                                  2003        2002        2001
                                        ------------------  ----------  ----------
                                                         (In thousands)
<S>                                     <C>                 <C>         <C>
     Rooms . . . . . . . . . . . . . .  $           26,139  $   30,569  $   25,856
     Food and beverage . . . . . . . .              86,188      93,192      95,325
     Other . . . . . . . . . . . . . .               2,915       3,336       3,555
     Customer loyalty programs . . . .              84,485      76,237      70,811
         Total promotional allowances.  $          199,727  $  203,334  $  195,547
                                        ==================  ==========  ==========

</TABLE>

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

<TABLE>
<CAPTION>




                                                           FISCAL YEAR ENDED
                                                ------------------------------------------
                                                     APRIL 27,     APRIL 28,   APRIL 29,
                                                        2003         2002        2001
                                                ------------------  ----------  ----------
                                                              (In thousands)
<S>                                             <C>                 <C>         <C>
     Rooms . . . . . . . . . . . . . . . . . .  $           12,753  $   15,315  $   12,620
     Food and beverage . . . . . . . . . . . .              66,420      72,052      72,166
     Other . . . . . . . . . . . . . . . . . .                 807       1,100       1,263
         Total cost of complimentary services.  $           79,980  $   88,467  $   86,049
                                                ==================  ==========  ==========

</TABLE>

The Company records the redemption of coupons and points for cash as a reduction
of  revenue.

ADVERTISING
Advertising  costs are expensed the first time such advertisement appears. Total
advertising costs (including direct mail marketing) were $10.8 million in fiscal
2003,  $18.7  million  in  fiscal  2002  and  $21.1  million  in  fiscal  2001.

PREOPENING  EXPENSE
Preopening,  pre-operating  and  organizational  costs are expensed as incurred.

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

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

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

INCOME  TAXES
Income  taxes  are  accounted  for  in  accordance  with  the provisions of FASB
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes" ("SFAS 109").  Deferred tax assets and liabilities are recognized for the
future  tax  consequences  attributable  to  differences  between  the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax  bases.  Deferred  tax assets and liabilities are measured using
enacted  tax  rates  expected  to  apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.  The effect
of  a  change  in  tax  rates  related to deferred tax assets and liabilities is
recognized  in  income  in  the  period  that  includes  the  enactment  date.

The  Company  routinely  faces challenges from federal and other tax authorities
regarding  the amount of taxes due. These challenges include questions regarding
the  timing  and amount of deductions and the allocation of income among various
tax  jurisdictions.  The  Company  records  reserves  for  probable  exposures
associated  with  the  various  filing  positions.

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

STOCK-BASED  COMPENSATION
The  Company  has  three  stock-based  employee  compensation  plans,  which are
described  more  fully  in  Note  12.  The  Company  applies the recognition and
measurement  principles  of  APB Opinion No. 25, "Accounting for Stock Issued to
Employees,"  and  related  Interpretations  in  accounting  for those plans.  No
stock-based  employee  compensation  expense  is  reflected in net income as all
options  granted  under  those  plans  had an exercise price equal to the market
value  of the underlying common stock on the date of grant.  The following table
illustrates  the  effect  on net income and earnings per share as if the Company
had applied the fair value recognition provisions of FASB Statement of Financial
Accounting  Standards  No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"),  to  stock-based  employee  compensation.

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

STOCK-BASED  COMPENSATION  (CONTINUED)

<TABLE>
<CAPTION>



                                                                          FISCAL YEAR ENDED
                                                           APRIL 27, 2003                 APRIL 28, 2002    APRIL 29, 2001
                                                 --------------------------------------  ----------------  ----------------
                                                                      (In thousands, except per share data)
<S>                                              <C>                                     <C>               <C>
Net income (loss), as reported. . . . . . . . .  $                              45,593   $           (35)  $        25,144
Deduct:  total stock-based employee
     compensation expense determined under fair
     value based method for all awards, net of
     related tax effects. . . . . . . . . . . .  $                              (5,332)  $        (3,370)  $        (1,503)
                                                 --------------------------------------  ----------------  ----------------

Pro forma net income (loss).. . . . . . . . . .  $                              40,261   $        (3,405)  $        23,641
                                                 ======================================  ================  ================

Earnings (loss) per common share:
  Basic - as reported . . . . . . . . . . . . .  $                                1.57   $             -   $          0.84
                                                 ======================================  ----------------  ================
  Basic - pro forma . . . . . . . . . . . . . .  $                                1.39   $         (0.12)  $          0.79
                                                 ======================================  ================  ================


  Diluted - as reported . . . . . . . . . . . .  $                                1.50   $             -   $          0.80
                                                 ======================================  ----------------  ================
  Diluted - pro forma . . . . . . . . . . . . .  $                                1.32   $         (0.11)  $          0.75
                                                 ======================================  ================  ================

</TABLE>

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

<TABLE>
<CAPTION>




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

      2003           2.97%         6.14 years      58.4%         None
      2002           4.49%         5.00 years      70.0%         None
      2001           5.06%         5.00 years      70.0%         None

</TABLE>

The  pro  forma  effect  on  net  income (loss) for fiscal 2003, fiscal 2002 and
fiscal  2001  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 or future forfeitures.

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

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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

RECENTLY  ISSUED  ACCOUNTING  STANDARDS
     In  April  2002,  the  Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards ("SFAS") No. 145, "Rescission of
FASB  Statements  No.  4,  44  and  64,  Amendment of FASB No. 13, and Technical
Corrections,"  ("SFAS  145").  SFAS  145  will  require  gains  and  losses  on
extinguishments  of  debt  to  be  classified  as income or loss from continuing
operations  rather than as extraordinary items as previously required under SFAS
No.  4  "Reporting  Gains  and  Losses from Extinguishment of Debt," ("SFAS 4").
SFAS  145  will  be effective for fiscal years beginning after May 15, 2002.  We
will  adopt  SFAS 145 at the beginning of fiscal 2004.  Losses on extinguishment
of  debt  previously classified as extraordinary charges will be reclassified to
conform to the provisions of SFAS 145.  Upon adoption, the extraordinary loss on
extinguishment  of  debt  recorded in fiscal 2002 of $4.3 million, net of income
tax  benefit  of  $2.7 million, will be reclassified and included in income from
operation  on  a  pre-tax  basis.  As a result, operating income for fiscal 2002
will decrease from $104.1 million to $97.1 million.  Net income and earnings per
share  for  fiscal  2002  will  remain  unchanged.

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
Associated  with Exit of Disposal Activities" ("SFAS 146") which requires that a
liability  for  a  cost  associated  with  an  exit or disposal activity must be
recognized  and initially measured at its fair value as incurred versus the date
of  an  entity's  commitment  to an exit plan.  This Statement was effective for
exit  or disposal activities initiated after December 31, 2002.  The adoption of
SFAS  146  had  no  material  impact  on  our consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition and Disclosure," ("SFAS 148").  SFAS 148 amends FASB
Statement  No.  123,  "Accounting for Stock-Based Compensation," ("SFAS 123") to
provide  alternative  methods for an entity that voluntarily changes to the fair
value  based  method  of  accounting  for  stock-based  compensation, amends the
disclosure  provisions  of  SFAS  123  and  amends  APB Opinion No. 28, "Interim
Financial  Reporting,"

<PAGE>

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

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

RECENTLY  ISSUED  ACCOUNTING  STANDARDS  (CONTINUED)
to require disclosure about those effects in interim financial information.  The
transition  guidance  and annual disclosure provisions of SFAS 148 are effective
for  fiscal  years  ending  after  December  15,  2002.  The  interim disclosure
provisions  are  effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002.  We have adopted SFAS 148
transition  guidance and annual disclosure provisions for the fiscal year ending
April  27,  2003.  We  will adopt SFAS 148 interim disclosure provisions for the
fiscal quarter ending July 27, 2003, which is the first interim reporting period
beginning after December 15, 2002.  We are currently assessing the impact of the
various  alternative  methods  under  SFAS  148  and have not yet determined the
effect  of  the  adoption  of  this  statement.

     In  November  2002,  the  FASB  issued  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  ("FIN  45").  FIN  45  addresses  the
disclosures  to  be  made  by  a  guarantor  in its interim and annual financial
statements  about its obligations under guarantees.  The disclosure requirements
of  FIN  45  are effective for financial statements of interim or annual periods
ending after December 15, 2002.  Additionally, FIN 45 clarifies the requirements
related  to  the  recognition  of  a  liability, for the fair market value of an
obligation,  by  a  guarantor  at  the  inception  of a guarantee, including the
required  disclosures  of  that  information in its interim and annual financial
statements.  If  applicable,  the  initial  recognition  and initial measurement
provisions  of FIN 45 are applicable on a prospective basis to guarantees issued
or  modified after December 31, 2002.  The adoption of FIN 45 is not expected to
have  a  material  impact  on  our consolidated results of operations, financial
position  or  cash  flows.

     In  January 2003, the FASB issued Interpretation No. 46, " Consolidation of
Variable  Interest  Entities"  ("FIN  46").  FIN 46 clarifies the application of
Accounting  Research  Bulletin No. 51, "Consolidated Financial Statements" ("ARB
51"), which currently requires inclusion in consolidated financial statements of
subsidiaries  in  which  an  enterprise  has a majority voting interest.  FIN 46
broadens  application of ARB 51 to certain entities in which equity investors do
not  have the characteristics of a controlling financial interest or do not have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  subordinated  financial  support from other parties.  FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date.  For  the  first  fiscal  year  or interim period beginning after June 15,
2003, the enterprise must apply the Interpretation to variable interest entities
in which it holds a variable interest acquired prior to February 1, 2003.  We do
not  expect  FIN  46  to have a significant effect on our consolidated financial
statements.

<PAGE>

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

2.  SHORT-TERM  INVESTMENTS

Short-term  investments  consist primarily of short-term commercial paper at the
Isle of Capri Black Hawk, L.L.C. (the "Isle-Black Hawk"). The carrying amount of
short-term  investments approximates fair value because of the short maturity of
these  instruments.

3.  RESTRICTED  CASH

Long-term  restricted cash includes workers' compensation deposits in the amount
of  $0.2  million  and  various  other  deposits  totaling  $2.4  million.

4.  PROPERTY  HELD  FOR  SALE

During  fiscal  2002,  the  Company  recorded  a valuation charge totaling $59.2
million related to the write-down of the Company's assets at the Isle-Tunica and
the  Lady  Luck-Las  Vegas representing the difference between the Isle-Tunica's
and  the  Lady  Luck-Las  Vegas'  carrying  values  of  $80.7  million and their
estimated  fair  values,  less  estimated costs to sell, of $21.5 million.  Fair
values  were  based on the Company's estimate of the likely sale price for these
assets.

On  July  16,  2002,  the  Company  entered  into  an agreement to sell the Lady
Luck-Las Vegas, subject to certain conditions.  On October 30, 2002, the Company
completed  the  sale  of  the Lady Luck-Las Vegas and received a cash payment of
$4.4 million and $6.8 million in notes receivable due October 2003.  These notes
were paid in May 2003.  A subsidiary of the Company will continue to operate the
casino  pending the receipt of regulatory approval by the purchaser's designated
gaming  operator.  As  a  result,  the  results  of  operations  for fiscal 2003
includes the gaming operations  of the Lady Luck-Las Vegas.  Property held for
sale  at  April  27,  2003,  includes  the gaming equipment at the Lady Luck-Las
Vegas.

On July 29, 2002, the Company entered into an agreement to sell the Isle-Tunica.
The  agreement  provided  that  the Company would receive a cash payment of $7.5
million and would be entitled to retain certain personal property, including all
gaming  equipment, valued at approximately $4.7 million.  The Isle-Tunica ceased
casino  operations  on  September  3,  2002.  The  hotel  and support facilities
remained  open  until  the  closing  of the transaction on October 7, 2002.

The  proceeds  from  these  sales approximated the carrying value of the assets.
We have  presented  the  sales  of  the  Isle-Tunica and the Lady Luck-Las Vegas
in accordance  with  SFAS  121  as  the  Company's commitment to a plan of sale
 was initiated  prior  to  the  effective  date  of  SFAS  144.

<PAGE>

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

4.  PROPERTY  HELD  FOR  SALE  (CONTINUED)

The table below presents the results of operations for the Isle-Tunica for
the  following:

<TABLE>
<CAPTION>


                                Fiscal Year Ended
                 --------------------------------------------
                         April 27,     April 28,    April 29,
                              2003         2002         2001
                -------------------  -----------  -----------
<S>             <C>                  <C>          <C>
Net revenues .  $            8,900   $   30,350   $   28,175
Operating loss  $           (3,408)  $  (58,380)  $  (13,995)
</TABLE>

In  connection  with the property dispositions, approximately 600 employees were
terminated  at  the  Isle-Tunica  and  approximately  400  employees of the Lady
Luck-Las  Vegas  became  employees  of  the  new  company  on  October 30, 2002.
Employee  termination  costs  were  estimated at $0.4 million.  These costs were
accrued  during the first quarter 2003 and were recorded in "Operating expenses"
for  the  appropriate  department in the accompanying consolidated statements of
operations.  In  addition,  the  disposition plan included lease termination and
other  business  exit  costs  estimated  at $1.4 million.  These costs were also
accrued  during  the  first  quarter  2003  and  were  recorded  in  "Operating
expenses-marketing  and  administrative"  in  the  accompanying  consolidated
statements  of  operations.  The following table shows the expenditures incurred
for  the  disposition  plan  as  of  April  27,  2003:

<TABLE>
<CAPTION>



                                               Disposition    2003        2003      Disposition
                                               Reserve at   Disposition   Cash      Reserve at
                                            April 28, 2002  Charges     Payments   April 27, 2003
                                           ---------------  ---------  ---------------  ----
                                                             (In thousands)
<S>                                           <C>           <C>        <C>              <C>
Severance and other employee costs.. . . . .  $          -  $     367  $           367  $  -
Lease terminations and business exit costs..             -      1,367              838   529
                                              ------------  ---------  ---------------  ----
      Total disposition costs. . . . . . . .  $          -  $   1,734  $         1,205  $529
                                              ============  =========  ===============  ====

</TABLE>

<PAGE>

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

5.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>



                                                       APRIL 27,  APRIL 28,
                                                         2003        2002
                                                     ----------  ----------
                                                          (In thousands)
<S>                                                  <C>         <C>
Property and equipment:
   Land and land improvements . . . . . . . . . . .  $  154,989  $  126,456
   Leasehold improvements.. . . . . . . . . . . . .     120,858     117,849
   Buildings and improvements.. . . . . . . . . . .     390,708     372,933
   Riverboats and floating pavilions. . . . . . . .     163,980     163,399
   Furniture, fixtures and equipment. . . . . . . .     312,663     259,201
   Construction in progress . . . . . . . . . . . .      13,381       6,261
                                                     ----------  ----------
   Total property and equipment . . . . . . . . . .   1,156,579   1,046,099
   Less accumulated depreciation and amortization..     315,247     242,592
                                                     ----------  ----------
   Property and equipment, net. . . . . . . . . . .  $  841,332  $  803,507
                                                     ==========  ==========

</TABLE>

Interest capitalized totaled $0.2 million in fiscal 2003, $1.3 million in fiscal
2002 and $3.8 million in fiscal 2001.  Depreciation and amortization expense for
property  and  equipment  and capital leases totaled $76.6 million in fiscal
2003,  $72.1  million  in  fiscal 2002 and $54.7 million in fiscal 2001.

6.  ISLE  OF  CAPRI  BLACK  HAWK,  L.L.C.

On  April  25, 1997, a wholly owned subsidiary of the Company, Casino America of
Colorado,  formed the Isle-Black Hawk, with Blackhawk Gold, Ltd., a wholly owned
subsidiary  of Nevada Gold & Casinos, Inc.  The Isle-Black Hawk owns a casino in
Black  Hawk, Colorado which opened on December 30, 1998.  Additionally, on April
22,  2003,  the Isle-Black Hawk through its wholly owned subsidiary, IC Holdings
Colorado,  Inc.,  acquired  CCSC/Blackhawk,  Inc.  (the  "Colorado  Central
Station-Black  Hawk")  and  Colorado  Grand  Enterprises,  Inc.,  (the "Colorado
Grande-Cripple  Creek").  The  Company  has a 57% indirect ownership interest in
the  Isle-Black  Hawk.  The Company manages all three casinos under separate
management agreements.  The management fee in each case is equal to two percent
of revenues, as defined in the  management  agreements, plus ten  percent of
of operating income, but not to exceed four percent of revenues.

Colorado  Central  Station-Black  Hawk
On  April  22,  2003,  the  Company, through the Isle-Black Hawk, acquired a 57%
indirect ownership interest in CCSC/Blackhawk, Inc., which owns and operates the
Colorado  Central  Station-Black  Hawk,  for  $74.0 million adjusted for certain
working  capital  adjustments  of  approximately  $0.1  million.

<PAGE>

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

6.  ISLE  OF  CAPRI  BLACK  HAWK,  L.L.C.  (CONTINUED)

Colorado  Grande-Cripple  Creek
On  April  22,  2003,  the  Company, through the Isle-Black Hawk, acquired a 57%
indirect ownership interest in Colorado Grande Enterprises, Inc., which owns and
operates  the  Colorado  Grande-Cripple  Creek,  for  $10.0 million adjusted for
certain  working  capital  adjustments.

These acquisitions were accounted for as purchase business combinations with the
purchase price preliminarily allocated to the fair values of the assets acquired
and  liabilities  assumed resulting in preliminary goodwill of $20.5 million and
other  intangible  assets  of  $16.6 million for the value of certain trademarks
acquired  with the properties. Preliminary goodwill will be fully deductible for
income  tax  purposes.  The  results  of  operations  of  the  Colorado  Central
Station-Black  Hawk  and  the  Colorado Grande-Cripple Creek are included in the
consolidated  statements  of  operations  since  the  acquisition  date.

The  following table summarizes the estimated fair values of the assets acquired
and  liabilities  assumed  at the date of acquisition.  We are in the process of
obtaining  third  party  valuations of certain assets and expect to finalize the
allocation  during  fiscal  2004;  thus  the  allocation  is  subject to change.

<TABLE>
<CAPTION>



                                                                                    COLORADO
                                                                   CCSC/             GRANDE
                                                              BLACKHAWK, INC.   ENTERPRISES, INC.
                                                              ----------------  -------------------
<S>                                                           <C>               <C>
Current assets . . . . . . . . . . . . . . . . . . . . . . .  $          5,674  $              844
Property and equipment, net. . . . . . . . . . . . . . . . .            44,608               2,460
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . .            15,463               4,996
Intangible assets. . . . . . . . . . . . . . . . . . . . . .            14,100               2,500
Prepaid deposits and other . . . . . . . . . . . . . . . . .               113                   -
                                                              ----------------  -------------------
               Total assets acquired.. . . . . . . . . . . .  $         79,958  $           10,800

Current liabilities. . . . . . . . . . . . . . . . . . . . .             4,959                 793
                                                              ----------------  -------------------
               Net assets acquired . . . . . . . . . . . . .  $         74,999  $           10,007
                                                              ================  ===================

</TABLE>

<PAGE>


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

7.  GOODWILL

The changes in the carrying amount of goodwill are as follows (in thousands):

<TABLE>
<CAPTION>



<S>                                                                   <C>


Balance at April 30, 2001. . . . . . . . . . . . . . . . . . . . . .  $319,534
     Adjustments to goodwill:
     Final purchase accounting adjustments related to the Lady Luck-
     Las Vegas , the Isle-Boonville and the Rhythm City-Davenport
     and elimination of valuation allowance. . . . . . . . . . . . .    10,602
                                                                      --------
Balance at April 28, 2002. . . . . . . . . . . . . . . . . . . . . .  $330,136
     Acquired goodwill . . . . . . . . . . . . . . . . . . . . . . .    20,459
                                                                      --------
Balance at April 27, 2003. . . . . . . . . . . . . . . . . . . . . .  $350,595
                                                                      ========

</TABLE>





<PAGE>


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

7.  GOODWILL (CONTINUED)

Through  April  29,  2001,  goodwill  and  other  intangible  assets  were being
amortized  over  a  twenty-five year period using the straight-line method.  The
following  table  sets forth the pro forma effect of adoption of SFAS 142, which
became  effective  April  30,  2001, for the period prior to its effective date:

<TABLE>
<CAPTION>


                                             APRIL 29,
                                                2001
                                            ----------
<S>                                         <C>
Reported income before extraordinary loss.  $   25,144
Amortization expense, net of income taxes.  $    9,852
Adjusted income before extraordinary loss.  $   34,996
                                            ==========

Reported net income (loss) . . . . . . . .  $   25,144
Amortization expense, net of taxes . . . .  $    9,852
Adjusted net income (loss).. . . . . . . .  $   34,996
                                            ==========

Reported income per common share
    before extraordinary loss:
    Basic. . . . . . . . . . . . . . . . .  $     0.84
                                            ==========
    Diluted. . . . . . . . . . . . . . . .  $     0.80
                                            ==========
Reported net income per common share:
     Basic . . . . . . . . . . . . . . . .  $     0.84
                                            ==========
     Diluted . . . . . . . . . . . . . . .  $     0.80
                                            ==========
Adjusted income per common share
    before extraordinary loss:
    Basic. . . . . . . . . . . . . . . . .  $     1.17
                                            ==========
    Diluted. . . . . . . . . . . . . . . .  $     1.11
                                            ==========
Adjusted net income per common share:
     Basic . . . . . . . . . . . . . . . .  $     1.17
                                            ==========
     Diluted.. . . . . . . . . . . . . . .  $     1.11
                                            ==========

</TABLE>

8.  SELF  INSURANCE  LIABILITIES

The  Company's  employee-related  health  care  benefits  program,  workers'
compensation  insurance  and general liability insurance are self-funded up to a
maximum  amount  per  claim.  Claims in excess of this maximum are fully insured
through a stop-loss insurance policy.  The liabilities are based on claims filed
and  estimates  of claims incurred but not reported.  For the fiscal years ended
April  27,  2003  and  April  28, 2002, the Company's liabilities for unpaid and
incurred  but  not  reported  claims  totaled  $16.2  million and $17.7 million,
respectively,  and  are  included in "Accrued liabilities - payroll and related"
for  health  care  benefits  and workers' compensation insurance and in "Accrued
liabilities  -  other"  for  general  liability  insurance  in  the accompanying
consolidated balance sheets.  While the total cost of claims incurred depends on
future  developments, in management's opinion, recorded reserves are adequate to
cover  future  claims'  payments.

<PAGE>

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

9.  LONG-TERM  DEBT

<TABLE>
<CAPTION>



                                                                                APRIL 27,        APRIL 28,
                                                                                   2003            2002
                                                                                ---------------  ----------
                                                                                        (In thousands)
<S>                                                                             <C>              <C>
Long-term debt consists of the following:
8.75 % Senior Subordinated Notes (described below) . . . . . . . . . . . . . .  $       390,000  $  390,000
9.00 % Senior Subordinated Notes (described below) . . . . . . . . . . . . . .          200,000     200,000
Senior Secured Credit Facility (described below):
   Variable rate term loan . . . . . . . . . . . . . . . . . . . . . . . . . .          247,500     250,000
   Revolver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            3,000      75,000
Isle-Black Hawk Senior Secured Credit Facility, non-recourse to Isle of Capri
   Casinos, Inc. (described below):
      Variable rate term loan Tranche A. . . . . . . . . . . . . . . . . . . .           27,922      38,000
      Variable rate term loan Tranche B. . . . . . . . . . . . . . . . . . . .          142,732      39,900
Special Assessment BID Bonds (described below) . . . . . . . . . . . . . . . .              816           -
Variable rate TIF Bonds due to City of Bettendorf (described below). . . . . .            5,306       5,929
12.5 % note payable, due in monthly installments of $125,000, including
   interest, beginning October 1997 through October 2005.. . . . . . . . . . .            3,022       4,072
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            7,689       6,398
                                                                                ---------------  ----------
                                                                                      1,027,987   1,009,299
Less current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . .           24,757      14,176
Long-term debt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     1,003,230  $  995,123
                                                                                ===============  ==========


</TABLE>

<PAGE>

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

9.  LONG-TERM  DEBT  (CONTINUED)

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

<TABLE>
<CAPTION>



YEAR                  PERCENTAGE
--------------------  -----------
<S>                   <C>
2004.. . . . . . . .     104.375%
2005.. . . . . . . .     102.917%
2006.. . . . . . . .     101.458%
2007 and thereafter.     100.000%
</TABLE>

The  Company  issued  the  8.75%  Senior  Subordinated  Notes under an indenture
between  the  Company,  the subsidiary guarantors and a trustee.  The indenture,
among  other  things,  limits  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  limited  in  its  ability  to  issue  and sell capital stock of its
subsidiaries and in its ability to sell assets in excess of specified amounts or
merge  with  or  into  other  companies.

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

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

<PAGE>


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

9.  LONG-TERM  DEBT  (CONTINUED)

<TABLE>
<CAPTION>



YEAR                  PERCENTAGE
--------------------  -----------
<S>                   <C>
2007.. . . . . . . .     104.500%
2008.. . . . . . . .     103.000%
2009.. . . . . . . .     101.500%
2010 and thereafter.     100.000%
</TABLE>

Additionally,  the  Company  may  redeem a portion of the 9% Senior Subordinated
Notes  with  the  proceeds  of  specified  equity  offerings.

The  Company  issued the 9% Senior Subordinated Notes under an indenture between
the  Company,  the  subsidiary  guarantors  and a trustee.  The indenture, among
other  things,  limits  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  limited  in  its  ability  to  issue  and  sell  capital  stock  of its
subsidiaries and in its ability to sell assets in excess of specified amounts or
merge  with  or  into  other  companies.

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

SENIOR  SECURED  CREDIT  FACILITY
The  Senior  Secured  Credit  Facility  provides  for a $250.0 million revolving
credit  facility  maturing  on  April  25,  2007  and a $250.0 million term loan
facility  maturing  on  April  25, 2008.  At the Company's option, the revolving
credit  facility  may bear interest at  (1) the higher of 0.05% in excess of the
federal funds effective rate or the rate that the bank group announces from time
to  time  as its prime lending rate plus an applicable margin of up to 1.75%, or
(2)  a  rate tied to a LIBOR rate plus an applicable margin of up to 2.75%.  The
term  loan  may bear interest at the Company's option at (1) the higher of 0.05%
in  excess  of  the federal funds effective rate or the rate that the bank group
announces  from time to time as its prime lending rate plus an applicable margin
of  up  to 1.50% or (2) a rate tied to a LIBOR rate plus an applicable margin of
up  to  2.50%.

The  Senior  Secured  Credit  Facility provides for certain covenants, including
those  of  a financial nature.  The Senior Secured 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.,
the  Isle-Black  Hawk,  the  Colorado  Central  Station-Black Hawk, the Colorado
Grande-Cripple  Creek  and  their  subsidiaries.

The weighted average effective interest rate of total debt outstanding under the
Senior  Secured  Credit  Facility  at  April  27,  2003  was  6.03%.

<PAGE>

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

9.  LONG-TERM  DEBT  (CONTINUED)

ISLE-BLACK  HAWK  SENIOR  SECURED  CREDIT  FACILITY

Isle-Black  Hawk  Secured  Credit  Facility
On  November  16,  2001 the Isle-Black Hawk entered into a $90.0 million secured
credit  facility  (the  "Isle-Black  Hawk  Secured  Credit  Facility"), that was
non-recourse  debt  to  the  Isle  of Capri.  The Isle-Black Hawk Secured Credit
Facility provided for a $10.0 million revolving credit facility, a $40.0 million
Tranche  A term loan maturing on November 16, 2005 and a $40.0 million Tranche B
term loan maturing on November 16, 2006.  On April 22, 2003, the Isle-Black Hawk
amended the Isle-Black Hawk Secured Credit Facility with a $210.7 million Senior
Secured  Credit Facility (the "Isle-Black Hawk Senior Secured Credit Facility").

Isle-Black  Hawk  Senior  Secured  Credit  Facility
The  Isle-Black Hawk Senior Secured Credit Facility provides for a $40.0 million
revolving credit facility maturing on November 16, 2005, a $27.9 million Tranche
A  term  loan maturing on November 16, 2005, and a $142.8 million Tranche B term
loan  maturing  on  November  16,  2006.  The  proceeds  from the $105.0 million
increase  of  the  Tranche  B  term  loan were used to provide financing for the
acquisitions  of the CCSC/Blackhawk, Inc. casino in Black Hawk, Colorado and the
Colorado  Grande  Enterprises,  Inc.  casino  in  Cripple  Creek, Colorado.  The
Isle-Black  Hawk  is  required  to make quarterly principal payments on the term
loan  portions  of  the Isle-Black Hawk Senior Secured Credit Facility that will
commence  in June 2003.  Such payments on the Tranche A term loan initially will
be $2.5 million per quarter with scheduled increases to $3.0 million per quarter
commencing  March 2005 with a balloon payment of $1.4 million due upon maturity.
Such  payments on the Tranche B term loan initially will be $362,500 per quarter
with a scheduled increase to $9.9 million per quarter commencing March 2006 with
a  balloon  payment  of  $109.2  million  due  upon  maturity.

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

The  Isle-Black  Hawk  Senior  Secured  Credit  Facility  provides  for  certain
covenants,  including  those  of a financial nature.  The Isle-Black Hawk was in
compliance  with  these  covenants  as  of  April 27, 2003.  The Isle-Black Hawk
Senior  Secured  Credit  Facility  is  secured  by  liens  on  the assets of the
Isle-Black  Hawk,  including  the  Colorado  Central  Station-Black Hawk and the
Colorado  Grande-Cripple  Creek.

The weighted average effective interest rate of total debt outstanding under the
Isle-Black  Hawk  Senior  Secured  Credit  Facility at April 27, 2003 was 5.94%.

<PAGE>

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

9.  LONG-TERM  DEBT  (CONTINUED)

INTEREST  RATE  SWAPS
The  Company  entered  into  three  interest  rate swap agreements in the fourth
quarter  of  fiscal  2001  and four interest rate swap agreements in fiscal 2002
that  effectively  convert  portions  of  the  floating  rate  term  loans  to a
fixed-rate, thus reducing the impact of interest-rate changes on future interest
expense.  The  notional  value  of the swaps, which were designated as cash flow
hedges,  was  $190.0  million or 45.4% of the Isle of Capri's variable rate term
loans  as  of  April  27,  2003.  The  interest rate swaps terminate as follows:
$150.0  million  in fiscal 2004 and $40.0 million in fiscal 2005.  $50.0 million
of  interest  rate  swaps  terminated  in  fiscal  2003.

For the fiscal year ended April 27, 2003, comprehensive income was $45.4 million
compared  to  a  $4.1 million comprehensive loss for the fiscal year ended April
28,  2002.  At  April  27,  2003,  other  comprehensive income consists of  $4.3
million  for  changes  in the fair value of derivative instruments for cash flow
hedges.  The  fair  value  of  the  estimated  interest differential between the
applicable future variable rates and the interest rate swap contracts, expressed
in present value terms totals $6.8 million, of which $5.7 million is recorded in
other  accrued current liabilities and $1.1 million is recorded in other accrued
long-term  liabilities  in  the accompanying consolidated balance sheets.  There
was  no  effect  on  income  related  to  hedge  ineffectiveness.
At  April  27,  2003,  the  Company  does not expect to reclassify any net gains
(losses)  on  derivative instruments from accumulated other comprehensive income
to  earnings  during  the  next  twelve  months  due  to the payment of variable
interest  associated  with  the  floating  rate  debt.

ISLE-BLACK  HAWK  SPECIAL  ASSESSMENT  BID  BONDS
In  July  1998, the Black Hawk Business Improvement District (the "BID"), issued
$2.9 million in 6.00% bonds due on December 1, 2009.  The proceeds from the sale
of  the  bonds  were  used  to fund road and utility improvements in the Special
Improvement  District  1997-1  (the  "SID"),  of  which the Isle-Black Hawk is a
member.  The  total  costs of the improvements amounted to $2.2 million with the
excess proceeds being returned to the bondholders by the BID. Isle-Black Hawk is
responsible  for  50%  of  this amount plus interest, and in April 2000 made the
first  of  twenty  semi-annual  payments  of $0.1 million in the form of special
property  tax  assessments  levied  on  the  improvement project. This amount is
calculated  by  amortizing  $1.1  million  or 50% of the net bond proceeds, over
twenty  periods  at  an interest rate of 6.25%.  The difference between the bond
rate of 6.00% and the 6.25% assessed is to cover administrative costs of the BID
related  to  the  issuance.

BETTENDORF  TIF  BONDS
As part of the City of Bettendorf Development Agreement dated June 17, 1997, the
City of Bettendorf ("the City") issued $9.5 million in tax incremental financing
bonds  ("TIF  Bonds"),  $7.5 million of which was used by the 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,  the 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 the Isle-Bettendorf and over 100 other tax paying
entities.  As the TIF District will repay the TIF Bonds, the 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,  the Isle-Bettendorf will pay the City $0.25 per person for
each  person  entering  the  boat  until  the remaining balance has been repaid.

<PAGE>

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

9.  LONG-TERM  DEBT  (CONTINUED)

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

<TABLE>
<CAPTION>


       FISCAL YEAR ENDING
       -------------------
(In thousands)
<S>                  <C>
2004. . . . . . . .  $ 24,757
2005. . . . . . . .    16,977
2006. . . . . . . .    22,045
2007. . . . . . . .   130,489
2008. . . . . . . .   238,515
Thereafter. . . . .   595,204
                  -----------
                   $1,027,987
                  ===========

</TABLE>

As  of  April 27, 2003, the Company had $5.9 million outstanding under its lines
of  credit  leaving  $288.1  million  available.

At  April  27,  2003,  the  Company  was  in compliance with all debt covenants.

10.  COMMITMENTS

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

Isle-Biloxi
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 CPI, 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  CPI,  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

<PAGE>

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

10.  COMMITMENTS  (CONTINUED)

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 CPI, 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  CPI.

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

Isle-Natchez
Through  numerous lease agreements, the Company leases approximately 64 acres of
land  in Natchez, Mississippi, which is used in connection with the operation of
the  Isle-Natchez.  Unless  terminated  by  the  Company at an earlier date, the
lease  expiration  dates  vary from 2002-2037.  Rents under the leases currently
total  approximately  $97,000  per month.  The Company also leases approximately
7.5  acres  of  land,  which  is  utilized  for  parking  at  the  facility.

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

In  addition, in the first year after the casino opened, we were required to pay
the  City  of  Boonville a minimum of $0.8 million based on a 3.5% tax on gaming
revenue.  For every dollar in excess of the minimum $0.8 million in tax payments
received  by the City of Boonville, up to a maximum of $1.0 million, the City of
Boonville  would  be  required  to  pay  a  dollar  for dollar rebate up to $0.2
million.  The  Company received a $0.2 million rebate from the City of Boonville
during  the  fiscal  year  ended  April  27,  2003,  from  the  admission  fees.

<PAGE>

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

10.  COMMITMENTS  (CONTINUED)

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

Isle-Davenport
The  Company leases approximately 12 acres of land from the City of Davenport in
connection  with  the operations of Rhythm City-Davenport through a docking fee.
Pursuant  to  a  development  agreement  with  the  City, the Isle-Davenport has
exclusive  docking  privileges in the City of Davenport until March 31, 2017, in
consideration  of  this docking fee. The docking fee has both a fixed base and a
per  passenger  increment. The fixed fee commenced April 1, 1994 at $111,759 and
increases  annually  by 4%. The incremental component is a $0.10 charge for each
passenger  in  excess of 1,117,579 passengers (which charge also increases by 4%
per  year).

Isle-Marquette
The  Company  leases  riverfront  land from the City of Marquette, Iowa, under a
lease  agreement.  This  agreement  expires  in  December  2019.  Annual rent is
$180,000  payable  in equal monthly installments due on the first of each month.
In  addition  to the base rent, the Company must also pay the following amounts:
(1)  $0.50  per  customer  per day due the 15th day following each month and (2)
2.5%  of net gambling receipts, as defined, from $20.0 million to $40.0 million,
plus  5%  of  net  gambling  receipts,  as  defined, from $40.0 million to $60.0
million, plus 7.5% of  net gambling receipts, as defined, in excess of $60.0
million,  due  annually.

Colorado  Central  Station-Black  Hawk
We lease additional parcels of land adjoining the Colorado Central Station-Black
Hawk for parking. This lease is for an initial term of ten years with options to
renew  for  nine additional terms of ten years each with the final option period
concluding June 1, 2094. Annual rent is $370,000 and renewals are subject to 20%
rent  increases over the rate of the previous term. We also entered into a lease
for  additional  parking.  This  lease is for an initial term of nine years with
options to renew for eighteen additional terms of five years each with the final
option  period  concluding  June 1, 2094. Annual rent is $1.5 million indexed to
correspond  to  any  rise  or  fall  in the cost of living at one-year intervals
beginning  June  1,  1996,  not to exceed 3% difference from the previous year's
rate.

Colorado  Grande-Cripple  Creek
We  lease approximately 0.57 acres of land in Cripple Creek, Colorado for use in
connection  with our land-based facilities. We lease this land at an annual rent
of  the  greater  of  $144,000 or 5% of Colorado Grande-Cripple Creek's adjusted
gross gaming revenues, as defined, with an annual cap of $400,000. This lease is
for  an  initial term of sixteen years with an option to renew for fifteen years
with  the  final  option  period  concluding  January  31,  2021.
<PAGE>

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

10.  COMMITMENTS  (CONTINUED)

Other
In  February  1995,  in  conjunction  with  a  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  $300,000.  After  seven  years,  and every two years
thereafter,  the  annual rent is adjusted based on increases in the CPI, limited
to  a  4%  increase  in  any  two-year  period.

Future  minimum payments under capital leases and noncancelable operating leases
with  initial  terms of one year or more consisted of the following at April 27,
2003:

<TABLE>
<CAPTION>



                                               CAPITAL          OPERATING
                                                LEASES           LEASES
                                              ---------------  ----------
                                                     (In thousands)
<S>                                           <C>              <C>
2004 . . . . . . . . . . . . . . . . . . . .  $          316   $   14,308
2005 . . . . . . . . . . . . . . . . . . . .             312       13,720
2006 . . . . . . . . . . . . . . . . . . . .             312       13,180
2007 . . . . . . . . . . . . . . . . . . . .             312       11,383
2008 . . . . . . . . . . . . . . . . . . . .             312       10,993
Thereafter . . . . . . . . . . . . . . . . .           3,692    1,100,155
                                              ---------------  ----------
Total minimum lease payments . . . . . . . .  $        5,256   $1,163,739
                                                               ==========
Amounts representing interest. . . . . . . .          (2,851)
                                              ---------------
Present value of net minimum lease payments.  $        2,405
                                              ===============

</TABLE>

All  future  operating  minimum  lease  payments  include  long-term  land lease
payments  which have various renewal options varying between 5 to 10 years.  The
Company  expects  that  the  Company's properties will continue in operation and
these  leases  will  be  renewed  for the next 80 to 90 years.  Rent expense for
operating  leases  was approximately $34.6 million in fiscal 2003, $39.8 million
in fiscal 2002 and $36.6 million in fiscal 2001. Such amounts include contingent
rentals  of  $9.4  million in fiscal 2003, $12.1 million in fiscal 2002 and $8.5
million  in  fiscal  2001.

11.  RELATED  PARTY  TRANSACTIONS

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

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

<PAGE>

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

11.  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

In  November  2002,  the  Company,  through its wholly owned subsidiary, Isle of
Capri  Bettendorf, L.C., awarded a contract to dredge the Bettendorf Marina, the
location of the Isle-Bettendorf property, to Blackhawk Fleet of Davenport, Iowa.
Blackhawk  Fleet  is an affiliate of the Alter Company, which is owned by Robert
S.  Goldstein,  Jeffrey  D. Goldstein and other members of the Goldstein family.
The  dredging  contract  was awarded based on competitive bids submitted by four
qualified  bidders,  with  Blackhawk  Fleet's  bid of $118,750 being the lowest.

In  March  2003,  the  Company,  through  its wholly owned subsidiary, Lady Luck
Vicksburg,  Inc.,  sold  three barges  to  the Alter Company, which is owned by
Robert S. Goldstein, Jeffrey D. Goldstein and other members of the Goldstein
family.  The barges were previously classified  as  property  held for sale  and
sold  for  $100,000.

<PAGE>

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

12.  COMMON  STOCK

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

<TABLE>
<CAPTION>


                                                                           FISCAL YEAR ENDED
                                                                  -----------------------------------------
                                                                     APRIL 27,        APRIL 28,   APRIL 29,
                                                                        2003            2002         2001
                                                                 ------------------  -----------  ----------
<S>                                                              <C>                 <C>          <C>
  (In thousands, except per share data)
Numerator:
     Income before extraordinary loss . . . . . . . . . . . . .  $           45,593  $    4,314   $   25,144
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .                   -      (4,349)           -
                                                                 ------------------  -----------  ----------
     Net income (loss). . . . . . . . . . . . . . . . . . . . .  $           45,593  $      (35)  $   25,144
                                                                 ==================  ===========  ==========
     Numerator for basic earnings (loss) per share - income
          (loss) available to common stockholders . . . . . . .  $           45,593  $      (35)  $   25,144
     Effect of diluted securities.. . . . . . . . . . . . . . .                   -           -            -
                                                                 ------------------  -----------  ----------
     Numerator for diluted earnings (loss) per share-
          income (loss) available to common stockholders after
               assumed conversions. . . . . . . . . . . . . . .  $           45,593  $      (35)  $   25,144
                                                                 ==================  ===========  ==========

Denominator:
     Denominator for basic earnings (loss) per share -
          weighted - average shares . . . . . . . . . . . . . .              28,984      28,162       29,894
     Effect of dilutive securities
          Employee stock options
             and nonvested restricted stock . . . . . . . . . .               1,468       1,603        1,619
                                                                 ------------------  -----------  ----------
     Denominator for diluted earnings (loss) per share -
          adjusted weighted - average shares and
               assumed conversions. . . . . . . . . . . . . . .              30,452      29,765       31,513
                                                                 ==================  ===========  ==========

     BASIC EARNINGS (LOSS) PER SHARE
     Income before extraordinary loss.. . . . . . . . . . . . .  $             1.57  $     0.15   $     0.84
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .                   -       (0.15)           -
                                                                 ------------------  -----------  ----------
     Net income.. . . . . . . . . . . . . . . . . . . . . . . .  $             1.57  $        -   $     0.84
                                                                 ==================  ===========  ==========

     DILUTED EARNINGS (LOSS) PER SHARE
     Income before extraordinary loss.. . . . . . . . . . . . .  $             1.50  $     0.15   $     0.80
     Extraordinary loss, net. . . . . . . . . . . . . . . . . .                   -       (0.15)           -
                                                                 ------------------  -----------  ----------
     Net income.. . . . . . . . . . . . . . . . . . . . . . . .  $             1.50  $        -   $     0.80
                                                                 ==================  ===========  ==========

</TABLE>

<PAGE>

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

12.  COMMON  STOCK  (CONTINUED)

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

Stock  options  outstanding  are  as  follows:

<TABLE>
<CAPTION>



                                                         WEIGHTED                WEIGHTED                WEIGHTED
                                                         AVERAGE                 AVERAGE                 AVERAGE
                                                2003     EXERCISE       2002     EXERCISE      2001      EXERCISE
                                              OPTIONS      PRICE        OPTIONS    PRICE       OPTIONS    PRICE
-----------------------------------------  -----------  ---------  ------------  ---------  ----------  ----------
<S>                                        <C>          <C>        <C>           <C>        <C>         <C>
Outstanding options at beginning of
     fiscal year. . . . . . . . . . . . .   3,944,851   $    7.32    4,166,184   $    6.72  3,920,498   $    5.29
Options granted . . . . . . . . . . . . .     780,148       15.06    1,345,384        7.15    611,250       15.47
Options exercised.. . . . . . . . . . . .    (997,717)       4.23   (1,202,357)       5.05   (246,374)       4.65
Options canceled. . . . . . . . . . . . .    (155,199)       9.07     (364,360)       7.34   (119,190)       8.87
                                           -----------             ------------             ----------
Outstanding options at end of fiscal year   3,572,083   $    9.80    3,944,851   $    7.32  4,166,184   $    6.72
                                           ===========             ============             ==========
Weighted average fair value of
     options granted. . . . . . . . . . .  $     8.82               $    4.21               $  11.62

</TABLE>

The  following  table  summarizes information about stock options outstanding at
April  27,  2003:

<TABLE>
<CAPTION>




                                                        OPTIONS OUTSTANDING  OPTIONS EXERCISABLE
                                                        -------------------  -------------------
                                        WEIGHTED AVERAGE       WEIGHTED                    WEIGHTED
   RANGES OF            NUMBER              REMAINING          AVERAGE         NUMBER       AVERAGE
EXERCISE PRICES       OUTSTANDING       CONTRACTUAL LIFE    EXERCISE PRICE  EXERCISABLE   EXERCISE PRICE
----------------  -------------------  -------------------  --------------  ------------  --------------
<S>               <C>                  <C>                  <C>             <C>           <C>
$   2.11 - $4.21             605,929            5.0 years   $       3.15         383,629  $ 3.21
    4.21 - 6.32               25,125            2.9 years           6.25          25,125    6.25
    6.32 - 8.42            1,192,094            7.7 years           6.67         326,094    7.13
    8.42 - 10.53             330,902            6.4 years          10.25         165,382   10.25
   10.53 - 12.63              64,003            4.4 years          12.20          64,003   12.20
   12.63 - 14.74             181,145            2.6 years          13.74         181,145   13.74
   14.74 - 16.84           1,150,216            8.3 years          15.54         229,466   15.63
   16.84 - 18.95               5,966            3.0 years          18.03           5,966   18.03
   18.95 - 21.05              16,703            4.7 years          20.80          16,703   20.80
                  -------------------                                       --------------
$   2.11 - $21.05          3,572,083            6.9 years   $       9.80       1,397,513  $ 9.10
                  ===================                                       ==============

</TABLE>

<PAGE>

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

12.  COMMON  STOCK  (CONTINUED)

STOCK-BASED  COMPENSATION  -  DEFERRED  BONUS  PLAN
In the fiscal 2001, the Company's stockholders approved the Deferred Bonus Plan.
The  Plan  provides for the issuance of nonvested stock to eligible officers and
employees  who agree to receive a deferred bonus in the form of nonvested stock.
The  vesting of the stock is dependent upon continued service to the Company for
a  period  of  five  years.  At  April  27,  2003, the nonvested stock issued in
connection  with  the  Plan  totaled 375,307 shares, of which 46,477 shares were
issued  during fiscal year ended April 27, 2003, at $20.19, the weighted-average
fair  value of the nonvested stock at the grant date.  For the fiscal year ended
April  27, 2003, 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  27,  2003.  Compensation  expense  related to
stock-based  compensation  under  the  Deferred  Bonus  Plan totaled $617,000 in
fiscal  2003,  $376,000  in  fiscal  2002,  and  $900,000  in  fiscal  2001.

STOCK  REPURCHASE
On  October  25,  2002,  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.  As  of  April  27,  2003,  the  Company
repurchased  and  retired  447,300  shares  of  common stock under this program.

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.

13.  EMPLOYEE  BENEFIT  PLANS

401(K)  PLAN
The  Company  has a 401(k) plan covering substantially all of its employees. The
Company's contribution expense related to the 401(k) plan was approximately $1.5
million  in  fiscal 2003, $2.0 million in fiscal 2002 and $1.8 million in fiscal
2001.  The  Company's  contribution  is  based  on  a  percentage  of  employee
contributions  and  may  include an additional discretionary amount.  The 401(k)
plan  allows  employees  to  invest no more than 5% of their contribution in the
Company's  common  stock.

<PAGE>

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

13.  EMPLOYEE  BENEFIT  PLANS  (CONTINUED)

INSURANCE  PLAN
The  Company  has a qualified employee insurance plan covering all employees who
work  an  average  of  32  hours or more per week on a regular basis.  The plan,
which  is  self-funded  by  the  Company  with respect to claims below a certain
maximum  amount,  requires  contributions  from  eligible  employees  and  their
dependents.  The  Company's  contribution expense for the plan was approximately
$37.9  million in fiscal 2003, $40.3 million in fiscal 2002 and $28.8 million in
fiscal  2001.

14.  BUSINESS  INTERRUPTION  INSURANCE  RECOVERIES

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

15.  VALUATION  CHARGE

The  valuation  charge  for  fiscal  April  27, 2003, totaling $1.9 million is a
reserve  for a loss contingency against the investment to date in Ardent Gaming,
L.L.C.,  an  unrelated  third  party. The system being developed under the joint
venture  is  substantially past due and the Company believes it is probable that
it  will  not  recover  its  investment.

During  the  fourth  quarter  of  fiscal  2002, the Company recorded a valuation
charge  totaling  $59.2  million  related to the write-down of the assets at the
Isle-Tunica  and  the  Lady  Luck-Las  Vegas.  Although both properties had been
operating  with  losses,  the  Company was committed to improving the results at
these  properties  with  additional  capital  spending and had begun the process
resulting  in modest positive cash flow at the Isle-Tunica and reduced losses at
the  Lady  Luck-Las  Vegas  during  the  fourth quarter of fiscal 2002.  Isle of
Capri's  efforts  to  increase  these  properties'  performance included focused
marketing  campaigns and extensive cost reductions.  However, on March 14, 2002,
the Board resolved to sell or otherwise dispose of the property and equipment at
the  Isle-Tunica and the Lady Luck-Las Vegas.  Under the provisions of SFAS 121,
the  Company  then  determined that it would not be able to recover the carrying
value of the Isle-Tunica or the Lady Luck-Las Vegas based on current real estate
and  market  conditions in these markets.   As such, the Company recorded in the
line  item  "Valuation  charge"  in  the accompanying consolidated statements of
operations  an  impairment  write-down  of  $59.2  million,  representing  the
difference  between  the  Isle-Tunica's  and  the  Lady Luck-Las Vegas' carrying
values  of $80.7 million and their estimated fair values less estimated costs to
sell  of  $21.5  million.   Fair  values  were based on the most recent offer to
purchase  the  assets.  In addition, as the Company committed to a disposal plan
in  the  fourth  quarter  of  2002 and begun aggressively seeking a buyer of the
Isle-Tunica  and  the Lady Luck-Las Vegas, the Company reclassified the carrying
value  of  these  properties  to  "Property  held  for sale" in the accompanying
consolidated  balance  sheets  as  of April 28, 2002.  The Company completed the
disposal  of  the  Isle-Tunica  and  the  Lady  Luck-Las  Vegas  in fiscal 2003.

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

<PAGE>

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

16.  PREOPENING  EXPENSES

Preopening  expenses  of  $3.9 million in fiscal 2002 and $0.2 million in fiscal
2001  represent salaries, benefits, training, marketing and other costs incurred
in  connection  with  the  opening  of  the  Isle-Boonville on December 6, 2001.

17.  OTHER  CHARGES

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

<PAGE>

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

18.  INCOME  TAXES

Income  tax  provision  consists  of  the  following:
<TABLE>
<CAPTION>



<S>                  <C>                 <C>          <C>
                                 FISCAL YEAR ENDED
                     ------------------------------------------
                             APRIL 27,    APRIL 28,    APRIL 29,
                                 2003        2002         2001
                     ------------------  -----------  ----------
                                  (In thousands)
<S>                  <C>                 <C>          <C>
Current:
Federal . . . . . .  $            2,001  $  (13,176)  $   10,430
State . . . . . . .               1,147       1,966          506
                     ------------------  -----------  ----------
                                  3,148     (11,210)      10,936
Deferred:
Federal . . . . . .              22,552      12,307        8,705
State . . . . . . .               1,022         (16)         863
                     ------------------  -----------  ----------
                                 23,574      12,291        9,568
                     ------------------  -----------  ----------
                                 26,722       1,081       20,504
Extraordinary loss.                   -      (2,672)           -
                     ------------------  -----------  ----------
                     $           26,722  $    3,753   $   20,504
                     ==================  ===========  ==========

</TABLE>

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

<TABLE>
<CAPTION>



                                             FISCAL YEAR ENDED
                            ---------------------------------------------
                                     APRIL 27,     APRIL 28,    APRIL 29,
                                       2003         2002         2001
                            -------------------  -----------  -----------
                                             (In thousands)
<S>                         <C>                  <C>          <C>
Statutory tax provision. .  $           25,278   $      364   $   16,033
Effects of :
   State taxes . . . . . .               1,410        1,267          890
   Goodwill. . . . . . . .                   -            -        3,355
   Fines and penalties.. .                 105          439          120
   Employment tax credits.                (391)      (1,164)        (148)
   Other . . . . . . . . .                 320          175          254
                            -------------------  -----------  -----------
                            $           26,722   $    1,081   $   20,504
                            ===================  ===========  ===========

</TABLE>

<PAGE>

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

18.  INCOME  TAXES  (CONTINUED)

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

<TABLE>
<CAPTION>



                                                  FISCAL YEAR ENDED
                                      --------------------------------
                                                APRIL 27,       APRIL 28,
                                                    2003        2002
                                      ------------------  -----------
                                                  (In thousands)
<S>                                   <C>                 <C>          <C>
Deferred tax liabilities:
Property and equipment . . . . . . .  $           66,280  $   48,586
Other. . . . . . . . . . . . . . . .               2,882      (6,647)
                                      ------------------  -----------
Total deferred tax liabilities . . .              69,162       41,939
Deferred tax assets:
Hedging transactions . . . . . . . .               2,527       2,364
Accrued expenses . . . . . . . . . .              10,452      12,771
Charitable contribution carryover. .                 116         116
Alternative minimum tax credit . . .               3,787       3,787
Employment tax credits . . . . . . .               2,040       1,163
Net operating losses . . . . . . . .              30,426      30,463
Other. . . . . . . . . . . . . . . .               9,872       4,907
                                      ------------------  -----------
Total deferred tax assets. . . . . .              59,220       55,571
                                      ------------------  -----------
Net deferred tax (asset)/ liability.  $            9,942  $  (13,632)
                                      ==================  ===========

</TABLE>

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

At  April  27, 2003, the Company had alternative minimum tax credits that can be
carried  forward  indefinitely  to  reduce  future  regular  tax  liabilities.
Additionally,  as  of April 27, 2003, the Company had federal net operating loss
carryforwards  of  $86.9  million for income tax purposes, with expiration dates
from  2008 to 2023. The net operating losses are subject to limitation under the
income tax regulations, which may limit the amount ultimately utilized; however,
the  Company  believes  that  all net operating losses will be utilized prior to
expiration.

The  Internal  Revenue Service ("IRS") has completed examinations of our federal
consolidated  income  tax  returns  for  fiscal years ending April 1994-1997 and
currently is examining the returns for fiscal years ending April 1998-2001.  The
IRS  has  proposed adjustments in connection with the examinations for the April
1994-1998  returns but a final determination has not been made.  We believe that
the  Company's positions comply with the applicable tax law and intend to defend
the  Company's  positions vigorously.  The ultimate disposition of these matters
could  require the Company to make additional payments to the IRS.  Nonetheless,
we believe that the Company has adequately provided for any foreseeable payments
related  to  these  matters  and  consequently  do  not  anticipate any material
earnings  impact  from  the  ultimate  resolution  of  these  matters.

<PAGE>

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

19.  EXTRAORDINARY  LOSS

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

20.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

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

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

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

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

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

<PAGE>

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

20.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS (CONTINUED)

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

<TABLE>
<CAPTION>



                                                           APRIL 27, 2003    APRIL 28, 2002
                                                          ----------------  ---------------
                                                CARRYING                          CARRYING
                                                AMOUNT            FAIR VALUE       AMOUNT    FAIR VALUE
                                                ----------------  ---------------  --------  -----------
                                                                    (IN THOUSANDS)
<S>                                             <C>               <C>              <C>       <C>
FINANCIAL ASSETS:
Cash and cash equivalents. . . . . . . . . . .  $         80,639  $        80,639  $ 76,597  $    76,597
Short-term investments . . . . . . . . . . . .            13,987           13,987         -            -
Restricted cash. . . . . . . . . . . . . . . .             2,922            2,922     3,677        3,677

FINANCIAL LIABILITIES:
8.75% Senior subordinated notes. . . . . . . .  $        390,000  $       407,550  $390,000  $   401,700
9.00% Senior subordinated notes. . . . . . . .           200,000          212,000   200,000      206,000
Senior secured credit facility . . . . . . . .           250,500          250,500   325,000      326,625
Isle-Black Hawk senior secured credit facility           170,654          170,654    77,900       77,900
TIF bonds. . . . . . . . . . . . . . . . . . .             5,306            5,667     5,929        5,929
BID bonds. . . . . . . . . . . . . . . . . . .               816              828         -            -
Other long-term debt . . . . . . . . . . . . .            10,711           10,711    10,470       10,470

</TABLE>

21.  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.  The district court recently denied the Motion for Class
Certification,  but  this  decision has been appealed. Therefore, the Company is
still  unable at this time to determine what effect, if any, the suit would have
on  its  consolidated  financial  position or results of operations.  The gaming
industry defendants are committed to continuing a vigorous defense of all claims
asserted  in  this  matter.

In  August  1997, a lawsuit was filed which seeks to nullify a contract to which
Louisiana  Riverboat  Gaming  Partnership  is a party. Pursuant to the contract,
Louisiana  Riverboat Gaming Partnership pays a fixed amount plus a percentage of
revenue  to  various  local  governmental  entities,  including  the  City  of
Bossier  and  the  Bossier  Parish  School  Board,  in  lieu  of  payment  of  a
per-passenger  boarding  fee.  Summary  judgment in favor of Louisiana Riverboat
Gaming  Partnership  was granted on June 4, 1998. That judgment was not appealed
and  is  now  final.  On  June  11, 1998, a similar suit was filed and the lower

<PAGE>

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

21.  CONTINGENCIES  (CONTINUED)

court  rendered  judgment in the Company's favor on September 16, 1999. The case
was  reversed on appeal and remanded to the lower court for further proceedings;
however, on October 8, 2001, the trial court dismissed the case again, this time
on  the basis that the plaintiffs lack standing. The plaintiffs have amended the
petition  and  continue to pursue this matter. The Company intends to vigorously
defend  this  suit. In addition, a similar action was recently filed against the
City  of  Bossier City, challenging the validity of its contracts with Louisiana
Riverboat  Gaming  Partnership  and  other  casinos.  Exceptions have been filed
requiring  joinder  of  all  interested  parties,  including Louisiana Riverboat
Gaming  Partnership.  The  Company  believes  the  claims  are without merit and
intends  to  continue  to  vigorously  defend  this  suit  along  with the other
interested  parties.

Lady Luck and several joint venture partners are defendants in a lawsuit brought
by  the  country of Greece through its Minister of Tourism (now Development) and
Finance.  The  action  alleges  that  the  defendants  failed  to make specified
payments  in  connection with the gaming license bid process for Patras, Greece.
The  payment  the  Company  is  alleged to have been required to make aggregates
approximately  6.5  million  Euros  (which  was approximately $7.2 million as of
April  27, 2003, 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 action. The
Athens Civil Court of First Instance granted judgment in the Company's favor and
dismissed  the  lawsuit, but the Ministry of Tourism has appealed the matter and
the  appeal  was  heard  in  April  2002.  There  has been no announcement as to
whether  there has been a decision on the appeal.  Also, the Ministry of Tourism
is  proceeding  with  an  appeal  from  a  dismissal of its action by the Athens
Administrative  Court  of First Instance.  An appeal of this matter was heard on
January  22,  2003,  which  has  been  rejected.  A  further appeal is possible.
Accordingly,  the  outcome  of  this  matter  is  still  in  doubt and cannot be
predicted with any degree of certainty.  The Company believes the claims against
it  to  be  without  merit  and  intends  to continue a vigorous and appropriate
defense  to  the  claims  asserted  in  this  matter.

On  December 6,  2002,  a panel of arbitrators in St. Louis, Missouri, issued an
award that the Company was liable for $4.5 million in damages in connection with
a  lease of real estate located near Kimmswick, Jefferson County, Missouri.  The
Company  has  filed  a  motion  in  the  United  States  District  Court for the
Eastern  District of Missouri seeking to vacate the arbitration award.  The case
has  now  been  moved  to the state court.  The Company recognized an additional
$1.8  million  in  expense  during the second quarter ended October 27, 2002, in
order  to  bring  the  total  amount  accrued  for this loss contingency to $4.5
million,  notwithstanding  the  motion  to  vacate.

On  December 30, 2002, the County of Jefferson, Missouri, initiated a lawsuit in
the  Circuit  Court  of  Jefferson  County,  Missouri, against the Company and a
subsidiary,  alleging  a  breach  of a 1993 contract entered into by the County,
that  subsidiary  and  guaranteed  by Lady Luck Gaming Corporation (now a wholly
owned  subsidiary  of  the Company) relating to the development of a casino-site
near Kimmswick, Missouri.  The suit alleges damages in excess of  $10.0 million.
The  case  has  now  been  moved to the state court.  The outcome of this matter
cannot  be  predicted  with  any  degree of certainty.  The Company believes the
claims  against  it  to  be  without  merit  and  intends  to  vigorously  and
appropriately  defend  the  claims  asserted  in  this  matter.

<PAGE>

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

21.  CONTINGENCIES  (CONTINUED)

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 its
consolidated  financial  position  or  results  of  operations.

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

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION

Certain  of the Company's subsidiaries have fully and unconditionally guaranteed
the  payment  of all obligations under the Company's $390.0 million 8.75% Senior
Subordinated  Notes  due  2009,  $200.0 million 9% Senior Subordinated Notes due
2012  and  $500.0  million  Senior Secured Credit Facility.  The following table
presents  the  consolidating  condensed  financial  information of Isle of Capri
Casinos,  Inc.,  as  the  parent  company,  its  guarantor  subsidiaries and its
non-guarantor  subsidiaries  as  of April 27, 2003, April 28, 2002 and April 29,
2001.

   CONSOLIDATING CONDENSED GUARANTOR, NONGUARANTOR AND PARENT COMPANY FINANCIAL
                                   INFORMATION
 AS OF APRIL 27, 2003 AND APRIL 28, 2002 AND FOR THE YEARS ENDED APRIL 27, 2003,
                        APRIL 28, 2002 AND APRIL 29, 2001
                                (IN  THOUSANDS)

<TABLE>
<CAPTION>


                                                                                           (B)
                                                 ISLE OF CAPRI            (A)          NON-WHOLLY
                                                 CASINOS, INC.           WHOLLY          OWNED        CONSOLIDATING
                                                   GUARANTOR             OWNED            NON-             AND
                                                    (PARENT            GUARANTOR       GUARANTOR       ELIMINATING
                                                   OBLIGOR)           SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                            -----------------------  --------------  --------------  ---------------
<S>                                         <C>                      <C>             <C>             <C>
                                                                   AS OF  APRIL 27, 2003
BALANCE SHEET
------------------------------------------
Current assets . . . . . . . . . . . . . .  $               14,611   $       89,199  $      33,604   $       (1,669)
Intercompany receivables . . . . . . . . .                (173,730)         206,680        (32,950)               -
Investments in subsidiaries. . . . . . . .                 253,227          282,930        170,276         (706,433)
Property and equipment, net. . . . . . . .                   3,760          668,683        168,889                -
Other assets . . . . . . . . . . . . . . .                 972,264          369,438        140,962       (1,051,537)
                                            -----------------------  --------------  --------------  ---------------
Total assets.. . . . . . . . . . . . . . .  $            1,070,132   $    1,616,930  $     480,781   $   (1,759,639)
                                            =======================  ==============  ==============  ===============

Current liabilities. . . . . . . . . . . .  $               24,691   $       90,777  $      42,372   $       (1,669)
Intercompany payables. . . . . . . . . . .                  14,900          936,731         99,906       (1,051,537)
Long-term debt,
   less current maturities.. . . . . . . .                 835,000            6,581        161,649                -
Deferred state income taxes. . . . . . . .                       -            7,557            118                -
Other accrued liabilities. . . . . . . . .                  (9,503)          53,375        (20,825)               -
Minority interest. . . . . . . . . . . . .                       -                -              -           14,177
Stockholders' equity . . . . . . . . . . .                 205,044          521,909        197,561         (720,610)
                                            -----------------------  --------------  --------------  ---------------
Total liabilities and stockholders' equity  $            1,070,132   $    1,616,930  $     480,781   $   (1,759,639)
                                            =======================  ==============  ==============  ===============




                                            ISLE OF CAPRI
                                            CASINOS, INC.
                                             CONSOLIDATED
                                            --------------
<S>                                         <C>        <C>
BALANCE SHEET
------------------------------------------
Current assets . . . . . . . . . . . . . .  $      135,745
Intercompany receivables . . . . . . . . .               -
Investments in subsidiaries. . . . . . . .               -
Property and equipment, net. . . . . . . .         841,332
Other assets . . . . . . . . . . . . . . .         431,127
                                            --------------
Total assets.. . . . . . . . . . . . . . .  $    1,408,204
                                            ==============

Current liabilities. . . . . . . . . . . .  $      156,171
Intercompany payables. . . . . . . . . . .               -
Long-term debt,
   less current maturities.. . . . . . . .       1,003,230
Deferred state income taxes. . . . . . . .           7,675
Other accrued liabilities. . . . . . . . .          23,047
Minority interest. . . . . . . . . . . . .          14,177
Stockholders' equity . . . . . . . . . . .         203,904
                                            --------------
Total liabilities and stockholders' equity  $    1,408,204
                                            ==============
</TABLE>

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)
<TABLE>
<CAPTION>


                                                                                                      (B)
                                                   ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                   CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                     GUARANTOR                       OWNED            NON-             AND
                                                      (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                      OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                     ------------------------------------------  --------------  --------------  ---------------
<S>                                  <C>                                         <C>             <C>             <C>
                                                                     FOR THE FISCAL YEAR ENDED APRIL 27, 2003
STATEMENT OF OPERATIONS
-----------------------------------
Revenues:
Casino. . . . . . . . . . . . . . .  $                    -                      $     942,695   $     108,790   $            -
Rooms, food, beverage and other . .                      839                           192,331          20,803                -
                                     ------------------------------------------  --------------  --------------  ---------------
Gross revenues. . . . . . . . . . .                      839                         1,135,026         129,593                -
Less promotional allowances.. . . .                                          -         176,575          23,152                -
                                     ------------------------------------------  --------------  --------------  ---------------
Net revenues. . . . . . . . . . . .                      839                           958,451         106,441                -

Operating expenses:
Casino. . . . . . . . . . . . . . .                                          -         176,210          15,616                -
Gaming taxes. . . . . . . . . . . .                                          -         208,697          20,780                -
Rooms, food, beverage and other.. .                   19,501                           348,629          33,980                -
Valuation charge. . . . . . . . . .                    1,923                                 -               -                -
Management fee expense (revenue). .                  (34,570)                           31,164           3,406                -
Depreciation and amortization . . .                    1,174                            69,285           6,167                -
                                     ------------------------------------------  --------------  --------------  ---------------
Total operating expenses. . . . . .                  (11,972)                          833,985          79,949                -
                                     ------------------------------------------  --------------  --------------  ---------------

Operating income. . . . . . . . . .                   12,811                           124,466          26,492                -
Interest expense. . . . . . . . . .                  (78,483)                         (113,008)         (8,656)         117,582
Interest income.. . . . . . . . . .                  112,875                             3,650           1,619         (117,582)
Minority interest.. . . . . . . . .                      -                                   -               -           (9,451)
Dividend Income.. . . . . . . . . .                   6,441                                  -               -           (6,441)
Equity in income (loss) of
    unconsolidated joint venture. .                  12,489                              9,586            (160)         (21,915)
                                     ------------------------------------------  --------------  --------------  ---------------

Income (loss) before income taxes..                  66,133                             24,694          19,295          (37,807)
Income tax provision. . . . . . . .                  20,540                              5,971             211                -
                                     ------------------------------------------  --------------  --------------  ---------------
Net income (loss) . . . . . . . . .  $               45,593                      $      18,723   $      19,084   $      (37,807)
                                     ==========================================  ==============  ==============  ===============




                                      ISLE OF CAPRI
                                      CASINOS, INC.
                                      CONSOLIDATED
                                     ---------------
<S>                                  <C>
STATEMENT OF OPERATIONS
-----------------------------------
Revenues:
Casino. . . . . . . . . . . . . . .  $    1,051,485
Rooms, food, beverage and other . .         213,973
                                     ---------------
Gross revenues. . . . . . . . . . .       1,265,458
Less promotional allowances.. . . .         199,727
                                     ---------------
Net revenues. . . . . . . . . . . .       1,065,731

Operating expenses:
Casino. . . . . . . . . . . . . . .         191,826
Gaming taxes. . . . . . . . . . . .         229,477
Rooms, food, beverage and other.. .         402,110
Valuation charge. . . . . . . . . .           1,923
Management fee expense (revenue). .               -
Depreciation and amortization . . .          76,626
                                     ---------------
Total operating expenses. . . . . .         901,962
                                     ---------------

Operating income. . . . . . . . . .         163,769
Interest expense. . . . . . . . . .         (82,565)
Interest income.. . . . . . . . . .             562
Minority interest.. . . . . . . . .          (9,451)
Dividend Income.. . . . . . . . . .               -
Equity in income (loss) of
    unconsolidated joint venture. .               -
                                     ---------------

Income (loss) before income taxes..          72,315
Income tax provision. . . . . . . .          26,722
                                     ---------------
Net income (loss) . . . . . . . . .  $       45,593
                                     ===============
</TABLE>

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                       (B)
                                                    ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                    CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                      GUARANTOR                       OWNED            NON-             AND
                                                       (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                       OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                      ------------------------------------------  --------------  --------------  ---------------
                                                                      FOR THE FISCAL YEAR ENDED APRIL 27, 2003
<S>                                                    <C>                           <C>             <C>             <C>
STATEMENT OF CASH FLOWS
------------------------------------
Net cash provided by (used in)
operating activities . . . . . . . . . .             $147,708                      $44,508         $28,437         $(82,466)
Net cash provided by (used in)
investing activities . . . . . . . . . .              (66,434)                     (49,889)       (101,065)          76,803
Net cash provided by (used in )
financing activities . . . . . . . . . .              (78,263)                         336          77,084            7,283
                                      ------------------------------------------  --------------  --------------  ---------------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . .                3,011                       (5,045)          4,456           1,620
Cash and cash equivalents at
beginning of the period . . . . . . . .                 2,690                       58,312          15,738             (143)
                                      ------------------------------------------  --------------  --------------  ---------------
Cash and cash equivalents at
end of the period . . . . . . . . . . .                $5,701                      $53,267         $20,194           $1,477
                                      ==========================================  ==============  ==============  ===============





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

STATEMENT OF CASH FLOWS
------------------------------------
Net cash provided by (used in)
operating activities . . . . . . . .     $138,187
Net cash provided by (used in)
investing activities . . . . . . . .     (140,585)
Net cash provided by (used in )
financing activities . . . . . . . .        6,440
                                      ---------------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . .        4,042
Cash and cash equivalents at
beginning of the period . . . . . .        76,597
                                      ---------------
Cash and cash equivalents at
end of the period . . . . . . . . .       $80,639
                                      ===============

</TABLE>



<TABLE>
<CAPTION>


                                                                                         (B)
                                                ISLE OF CAPRI            (A)          NON-WHOLLY
                                                CASINOS, INC.           WHOLLY          OWNED        CONSOLIDATING
                                                  GUARANTOR             OWNED            NON-             AND
                                                   (PARENT            GUARANTOR       GUARANTOR       ELIMINATING
                                                   OBLIGOR)          SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                            ----------------------  --------------  --------------  ---------------
<S>                                         <C>                     <C>             <C>             <C>
                                                                       AS OF APRIL 28, 2002
BALANCE SHEET
------------------------------------------
Current assets . . . . . . . . . . . . . .  $                7,475  $      113,900  $      14,999   $            -
Intercompany receivables . . . . . . . . .                 925,523          97,986        (12,183)      (1,011,326)
Investments in subsidiaries. . . . . . . .                 190,389         273,342            425         (463,100)
Property and equipment, net. . . . . . . .                   2,093         687,252        114,162                -
Other assets . . . . . . . . . . . . . . .                  22,630         346,831         35,240                -
                                            ----------------------  --------------  --------------  ---------------
Total assets.. . . . . . . . . . . . . . .  $            1,148,110  $    1,519,311  $     152,643   $   (1,474,426)
                                            ======================  ==============  ==============  ===============

Current liabilities. . . . . . . . . . . .  $               32,391  $       98,919  $      27,302   $           (2)
Intercompany payables. . . . . . . . . . .                  38,791         956,216         16,319       (1,011,326)
Long-term debt,
   less current maturities.. . . . . . . .                 912,500           8,731         73,892                -
Deferred state income taxes. . . . . . . .                       -           5,392             23                -
Other accrued liabilities. . . . . . . . .                   5,027           1,000         10,275                -
Minority interest. . . . . . . . . . . . .                       -               -              -           10,990
Stockholders' equity . . . . . . . . . . .                 159,401         449,053         24,832         (474,088)
                                            ----------------------  --------------  --------------  ---------------
Total liabilities and stockholders' equity  $            1,148,110  $    1,519,311  $     152,643   $   (1,474,426)
                                            ======================  ==============  ==============  ===============




                                            ISLE OF CAPRI
                                            CASINOS, INC.
                                             CONSOLIDATED
                                            --------------
<S>                                         <C>
BALANCE SHEET
------------------------------------------
Current assets . . . . . . . . . . . . . .  $      136,374
Intercompany receivables . . . . . . . . .               -
Investments in subsidiaries. . . . . . . .           1,056
Property and equipment, net. . . . . . . .         803,507
Other assets . . . . . . . . . . . . . . .         404,701
                                            --------------
Total assets.. . . . . . . . . . . . . . .  $    1,345,638
                                            ==============

Current liabilities. . . . . . . . . . . .  $      158,610
Intercompany payables. . . . . . . . . . .               -
Long-term debt,
   less current maturities.. . . . . . . .         995,123
Deferred state income taxes. . . . . . . .           5,415
Other accrued liabilities. . . . . . . . .          16,302
Minority interest. . . . . . . . . . . . .          10,990
Stockholders' equity . . . . . . . . . . .         159,198
                                            --------------
Total liabilities and stockholders' equity  $    1,345,638
                                            ==============
</TABLE>

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


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

Operating expenses:
Casino.. . . . . . . . . . . . . . . . .                                          -         187,513          16,342
Gaming taxes . . . . . . . . . . . . . .                                          -         205,358          21,709
Rooms, food, beverage and other. . . . .                                     16,131         364,780          35,944
Valuation charge . . . . . . . . . . . .                                          -          61,282              80
Management fee expense (revenue) . . . .                                    (36,315)         31,556           4,759
Depreciation and amortization. . . . . .                                        785          66,820           4,459
                                          ------------------------------------------  --------------  --------------
Total operating expenses . . . . . . . .                                    (19,399)        917,309          83,293
                                          ------------------------------------------  --------------  --------------

Operating income.. . . . . . . . . . . .                                     20,136          56,648          27,324
Interest expense . . . . . . . . . . . .                                    (81,016)        (98,625)        (11,157)
Interest income. . . . . . . . . . . . .                                     98,013           4,242             216
Minority interest. . . . . . . . . . . .                                          -               -               -
Dividend income. . . . . . . . . . . . .                                     26,000               -               -
Equity in income (loss) of
    unconsolidated joint venture.. . . .                                    (46,376)         16,830             (30)
                                          ------------------------------------------  --------------  --------------

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



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

Operating expenses:
Casino.. . . . . . . . . . . . . . . . .               -          203,855
Gaming taxes . . . . . . . . . . . . . .               -          227,067
Rooms, food, beverage and other. . . . .               -          416,855
Valuation charge . . . . . . . . . . . .               -           61,362
Management fee expense (revenue) . . . .               -                -
Depreciation and amortization. . . . . .               -           72,064
                                          ---------------  ---------------
Total operating expenses . . . . . . . .               -          981,203
                                          ---------------  ---------------

Operating income.. . . . . . . . . . . .               -          104,108
Interest expense . . . . . . . . . . . .         101,621          (89,177)
Interest income. . . . . . . . . . . . .        (101,621)             850
Minority interest. . . . . . . . . . . .          (7,676)          (7,676)
Dividend income. . . . . . . . . . . . .         (26,000)               -
Equity in income (loss) of
    unconsolidated joint venture.. . . .          29,538              (38)
                                          ---------------  ---------------

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

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)


<TABLE>
<CAPTION>


                                                                                                       (B)
                                                    ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                    CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                      GUARANTOR                       OWNED            NON-             AND
                                                       (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                       OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                      ------------------------------------------  --------------  --------------  ---------------
                                                                      FOR THE FISCAL YEAR ENDED APRIL 28, 2002
<S>                                   <C>                                         <C>             <C>             <C>
STATEMENT OF CASH FLOWS
------------------------------------
Net cash provided by
   operating activities. . . . . . .  $                                   2,450   $     110,392   $      32,083   $        8,690
Net cash provided by (used in)
   investing activities. . . . . . .                                     38,360        (108,299)        (27,154)          (3,385)
Net cash used in
   financing activities. . . . . . .                                    (38,279)         (2,764)         (7,075)          (5,081)
                                      ------------------------------------------  --------------  --------------  ---------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . .                                      2,531            (671)         (2,146)             224
Cash and cash equivalents at
   beginning of the year . . . . . .                                        159          59,005          13,170            4,325
                                      ------------------------------------------  --------------  --------------  ---------------
Cash and cash equivalents at
   end of the year . . . . . . . . .  $                                   2,690   $      58,334   $      11,024   $        4,549
                                      ==========================================  ==============  ==============  ===============




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

<S>                                   <C>
STATEMENT OF CASH FLOWS
------------------------------------
Net cash provided by
   operating activities. . . . . . .  $      153,615
Net cash provided by (used in)
   investing activities. . . . . . .        (100,478)
Net cash used in
   financing activities. . . . . . .         (53,199)
                                      ---------------
Net increase (decrease) in cash and
   cash equivalents. . . . . . . . .             (62)
Cash and cash equivalents at
   beginning of the year . . . . . .          76,659
                                      ---------------
Cash and cash equivalents at
   end of the year . . . . . . . . .  $       76,597
                                      ===============
</TABLE>

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                    (B)
                                                 ISLE OF CAPRI                      (A)          NON-WHOLLY
                                                 CASINOS, INC.                     WHOLLY          OWNED        CONSOLIDATING
                                                   GUARANTOR                       OWNED            NON-             AND
                                                    (PARENT                      GUARANTOR       GUARANTOR       ELIMINATING
                                                    OBLIGOR)                    SUBSIDIARIES    SUBSIDIARIES       ENTRIES
                                   ------------------------------------------  --------------  --------------  ---------------
                                                                    FOR THE FISCAL YEAR ENDED APRIL 29, 2001
<S>                                <C>                                         <C>             <C>             <C>
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)        348,719          35,596                -
Depreciation and amortization . .                                      1,179          64,597           3,336                -
                                   ------------------------------------------  --------------  --------------  ---------------
Total operating expenses. . . . .                                       (230)        763,197          73,831                -

Operating income. . . . . . . . .                                        758         118,957          26,288                -
Interest expense. . . . . . . . .                                    (92,129)        (96,415)        (11,688)         101,289
Interest income.. . . . . . . . .                                    100,688           5,524             184         (101,289)
Minority interest.. . . . . . . .                                          -               -               -           (6,357)
Dividend income . . . . . . . . .                                          -          14,819               -          (14,819)
Equity in income (loss) of
   unconsolidated joint venture..                                     31,236          29,046               -          (60,444)
                                   ------------------------------------------  --------------  --------------  ---------------
Income (loss) before income taxes                                     40,553          71,931          14,784          (81,620)
Income tax provision. . . . . . .                                     15,418           5,086               -                -
                                   ------------------------------------------  --------------  --------------  ---------------
Net income (loss).. . . . . . . .  $                                  25,135   $      66,845   $      14,784   $      (81,620)
                                   ==========================================  ==============  ==============  ===============




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

<S>                                <C>
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..         382,906
Depreciation and amortization . .          69,112
                                   ---------------
Total operating expenses. . . . .         836,798

Operating income. . . . . . . . .         146,003
Interest expense. . . . . . . . .         (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
                                   ===============
</TABLE>

<PAGE>

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

22.  CONSOLIDATING  CONDENSED  FINANCIAL  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>


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




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

<S>                                   <C>
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
                                      ===============
</TABLE>

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

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

<PAGE>


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

23.  SELECTED  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)

<TABLE>
<CAPTION>



<S>                                             <C>                     <C>           <C>            <C>
                                                                             FISCAL QUARTERS ENDED
                                                ----------------------------------------------------------------
                                                               JULY 28,    OCTOBER 27,   JANUARY 26,   APRIL 27,
                                                                  2002          2002          2003         2003
                                                ----------------------  ------------  -------------  -----------
                                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net revenues . . . . . . . . . . . . . . . . .  $              276,663  $    260,113  $    253,078   $  275,877
Operating income . . . . . . . . . . . . . . .                  42,908        33,661        36,071       51,129
Net income . . . . . . . . . . . . . . . . . .                  12,173         6,787         8,395       18,238
Net income per common share:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.42          0.24          0.29         0.62
Diluted. . . . . . . . . . . . . . . . . . . .                    0.40          0.22          0.28         0.60

                                                                               FISCAL QUARTERS ENDED
                                                ----------------------------------------------------------------
                                                               JULY 29,   OCTOBER 28,   JANUARY 27,    APRIL 28,
                                                                  2001          2001          2002         2002
                                                ----------------------  ------------  -------------  -----------
                                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net revenues . . . . . . . . . . . . . . . . .  $              262,936  $    260,506  $    262,135   $  299,734
Operating income (loss). . . . . . . . . . . .                  34,492        40,580        35,906       (6,870)
Income (loss) before extraordinary loss. . . .                   5,854        10,435         8,082      (20,057)
Extraordinary loss, net of income tax benefit.                       -             -        (2,438)      (1,911)
Net income (loss). . . . . . . . . . . . . . .                   5,854        10,435         5,644      (21,968)
Net income (loss) per common share before
     extraordinary loss:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.21          0.37          0.29        (0.71)
Diluted. . . . . . . . . . . . . . . . . . . .                    0.20          0.35          0.27        (0.71)
Net income (loss) per common share:
Basic. . . . . . . . . . . . . . . . . . . . .                    0.21          0.37          0.20        (0.78)
Diluted. . . . . . . . . . . . . . . . . . . .                    0.20          0.35          0.19        (0.78)

</TABLE>

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

The  fourth  quarter  of  fiscal 2003 includes $2.6 million related to insurance
proceeds  for a litigation settlement that was expensed in the fourth quarter of
fiscal  2002  at  the Isle-Lake Charles.  Also included in the fourth quarter of
fiscal  2003,  is  a $1.9 million valuation charge related to a write-off of the
investment  to  date  in  Ardent  Gaming,  L.L.C., an unrelated third party.  In
connection  with  its  analysis  of  estimated  accruals,  the  Company adjusted
reserves  related  to  its  health,  workers' compensation and general liability
insurance  programs  which  resulted  in  a $3.5 million increase to net income.

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

<PAGE>

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

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

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

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

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

<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 AND RELATED STOCKHOLDER MATTERS.

The  following  table  provides  information about  securities  authorized for
issuance under our 1992, 1993 and 2000 Employee Stock Option Plans, and our
Deferred Bonus Plan, for the fiscal year ended April 27, 2003.

<TABLE>
<CAPTION>
                            (a)                                  (b)                        (c)
-------------------------------------------------------------------------------------------------------------
     Plan category     Number of securities to be         Weighted-average exercise   Number of securities
                       issued upon exercise of            price of outstanding        remaining available for
                       outstanding options, warrants      options, warrants and       future issuance under
                       and rights                         rights                    equity compensation plans
                                                                                     (excluding securities
                                                                                     reflected in column (a))
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                                 <C>                       <C>
Equity compensation
plans approved by
security holders . . . . . . . . . 3,947,390               $                 9.70                          -
-------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders . . . . . . .         -                                     -                          -
-------------------------------------------------------------------------------------------------------------
Total. . . . . . . . . . . . . . . 3,947,390               $                 9.70                          -
-------------------------------------------------------------------------------------------------------------
</TABLE>

     The remaining information required by 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>

ITEM  14.   CONTROLS  AND  PROCEDURES.

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     We  maintain disclosure controls and procedures that are designed to ensure
that  information  required  to  be  disclosed  in  our  Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in  the  SEC's  rules  and  forms,  and that such information is accumulated and
communicated  to our management, including our Chief Executive Officer and Chief
Financial  Officer, as appropriate, to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that  any  controls  and  procedures, no matter how well
designed  and  operated,  can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment  in  evaluating  the cost-benefit relationship of possible controls and
procedures.

     Within  90  days  prior  to  the  date  of  this  report, we carried out an
evaluation,  under the supervision and with the participation of our management,
including  our  Chief  Executive  Officer  and  Chief  Financial Officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  pursuant  to  Exchange Act Rule 13a-14.  Based on the foregoing, our
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls  and  procedures  were  effective.

CHANGES  IN  INTERNAL  CONTROLS

     There  have not been any significant changes in our internal controls or in
other  factors  that could significantly affect these controls subsequent to the
date  of  their  evaluation.  There were no significant deficiencies or material
weaknesses,  and  therefore  no  corrective  actions  were  taken.

<PAGE>

                                     PART IV
                                     -------

ITEM  15.  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 61  to  111  of this Form 10-K:

                    ISLE  OF  CAPRI  CASINOS,  INC.

                    Report  of  Independent  Auditors
                    Consolidated  Balance Sheets - April 27, 2003 and
                    April 28,  2002
                    Consolidated  Statements  of Operations - Fiscal Years ended
                    April 27, 2003, April  28,  2002  and  April  29,  2001
                    Consolidated  Statements  of  Stockholders'  Equity - Fiscal
                    Years  ended
                    April  27,  2003,  April  28,  2002  and  April  29,  2001
                    Consolidated  Statements  of  Cash  Flows - Fiscal
                    Years ended April 27, 2003, April 28, 2002 and April 29,2001
                    Notes  to  Consolidated  Financial  Statements

          2.     Financial  Statements  Schedule.
                 --------------------------------
                 The following financial statement schedule is filed on page 118
                 of this Form 10-K and should be read in conjunction with the
                 financial statements included under Item 8.

                          Schedule  II- Valuation  and  Qualifying  Accounts

                All other schedules are omitted because they are not applicable
                or not required or because the required information is
                included in the Consolidated Financial Statements or Notes.

          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 27, 2003, the Company filed the
                following reports  on Form  8-K:

                Current  Report  on  Form  8-K filed on December 10, 2002,
                regarding Item 5 that announced the decision reached by a panel
                of arbitrators regarding the Company's lease  of  real  estate
                located  in Jefferson  County,  Missouri.

<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  1,  2003             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  1,  2003             /s/  Bernard  Goldstein
                                   ------------------------
                                   Bernard  Goldstein, Chairman  of  the  Board,
                                   Chief  Executive  Officer  and  Director
                                  (Principal  Executive  Officer)

Dated:  July  1,  2003            /s/  John  M.  Gallaway
                                  ------------------------
                                  John  M.  Gallaway,  President,
                                  Chief  Operating Officer and Director

Dated:  July  1,  2003            /s/  Rexford  A.  Yeisley
                                  --------------------------
                                  Rexford  A. Yeisley, Chief  Financial  Officer
                                 (Principal Financial  and  Accounting  Officer)

Dated:  July  1,  2003            /s/  Allan  B.  Solomon
                                  ------------------------
                                  Allan  B. Solomon, Executive  Vice  President,
                                  Secretary,  General  Counsel  and  Director

Dated:  July  1,  2003            /s/  Robert  S.  Goldstein
                                  ---------------------------
                                  Robert  S.  Goldstein,  Director

Dated:  July  1,  2003            /s/  Alan  J.  Glazer
                                  ----------------------
                                  Alan  J.  Glazer,  Director

Dated:  July  1,  2003            /s/  Emanuel  Crystal
                                  ----------------------
                                  Emanuel  Crystal,  Director

Dated:  July  1,  2003            /s/  W.  Randolph  Baker
                                  -------------------------
                                  W.  Randolph  Baker,  Director

Dated:  July  1,  2003            /s/  Jeffrey  Goldstein
                                  ------------------------
                                  Jeffrey  Goldstein,  Director

<PAGE>
<PAGE>

                                 CERTIFICATIONS

I,  Bernard  Goldstein,  Chief Executive Officer of Isle of Capri Casinos, Inc.,
certify  that:

1.  I  have  reviewed  this annual report on Form 10-K of Isle of Capri Casinos,
Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

(a)  designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

(b)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

(c)  presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
the  registrant's  board  of  directors  or  persons  performing  the equivalent
functions:

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

(b)  any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  July  1,  2003                                  /s/  Bernard  Goldstein
                                                       -----------------------
                                                       Bernard  Goldstein
                                                       Chief  Executive  Officer

<PAGE>

I,  Rexford  A. Yeisley, Chief Financial Officer of Isle of Capri Casinos, Inc.,
certify  that:

1.  I  have  reviewed  this annual report on Form 10-K of Isle of Capri Casinos,
Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

(a)  designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;

(b)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

(c)  presented  in this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
the  registrant's  board  of  directors  or  persons  performing  the equivalent
functions:

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

(b)  any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  July  1,  2003                                  /s/  Rexford  A.  Yeisley
                                                       -------------------------
                                                       Rexford  A.  Yeisley
                                                       Chief  Financial  Officer

<PAGE>

<TABLE>
<CAPTION>

SCHEDULE II
ISLE OF CAPRI CASINOS, INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<S>                                                <C>                              <C>
                                                                                            ADDITIONS

                                                   BALANCE AT BEGINNING OF PERIOD   CHARGED TO COSTS AND EXPENSES
                                                   -------------------------------  -------------------------------
  YEAR ENDED APRIL 27, 2003

  Allowance for doubtful accounts . . . . . . . .  $                         3,192  $                            -

  Reserve against investments in and advances
       to non-consolidated affiliates (1) . . . .  $                             -  $                        1,923

  Reserve for impairment of long-lived assets (2)  $                        78,873  $                            -


  YEAR ENDED APRIL 28, 2002

  Allowance for doubtful accounts . . . . . . . .  $                         2,855  $                          337

  Reserve against investments in and advances
       to non-consolidated affiliates . . . . . .  $                             -  $                            -

  Reserve for impairment of long-lived assets (2)  $                        17,511  $                       61,362


  YEAR ENDED APRIL 29, 2001

  Allowance for doubtful accounts . . . . . . . .  $                         2,539  $                          316

  Reserve against investments in and advances
       to non-consolidated affiliates . . . . . .  $                             -  $                            -

  Reserve for impairment of long-lived assets (3)  $                        16,479  $                        1,032


SCHEDULE II
ISLE OF CAPRI CASINOS, INC.
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<S>                                                <C>                         <C>                        <C>
                                                         ADDITIONS
                                                   CHARGED TO OTHER ACCOUNTS   DEDUCTIONS FROM RESERVES   BALANCE AT END OF PERIOD
                                                   --------------------------  -------------------------  -------------------------


  Allowance for doubtful accounts . . . . . . . .  $                        -  $                      589 $                  2,603

  Reserve against investments in and advances
       to non-consolidated affiliates (1) . . . .  $                        -  $                       -  $                  1,923

  Reserve for impairment of long-lived assets (2)  $                        -  $                   61,362 $                 17,511

  YEAR ENDED APRIL 28, 2002

  Allowance for doubtful accounts . . . . . . . .  $                        -  $                       -  $                  3,192

  Reserve against investments in and advances
       to non-consolidated affiliates . . . . . . .$                        -  $                       -  $                     -

  Reserve for impairment of long-lived assets (2)  $                        -  $                       -  $                 78,873

  YEAR ENDED APRIL 29, 2001

  Allowance for doubtful accounts . . . . . . . .  $                        -  $                       -  $                  2,855

  Reserve against investments in and advances
       to non-consolidated affiliates . . . . . . .$                        -  $                       -  $                     -

  Reserve for impairment of long-lived assets (3)  $                        -  $                       -  $                 17,511

</TABLE>

(1)    Valuation  charge for the fiscal year ended April 27, 2003, represents an
amount  that  is  fully reserved as a loss contingency against the investment to
date  in  Ardent  Gaming,  L.L.C.,  an  unrelated third-party.  The system being
developed  under  the  joint  venture  is  substantially past due and management
believes  it  is  probable  that  it  will  not  recover  its  investment.
(2)    Valuation  charge  for  the fiscal year ended April 28, 2002, consists of
impairment charges of $59.2 million for the difference between net book value of
the  Lady  Luck-Las  Vegas  and the Isle-Tunica and fair value less any costs to
sell, and $2.2 million for a barge and hulls that had been in storage for future
development  and  offered  for sale.  These assets were sold in fiscal 2003, and
the  valuation charge was reversed against the asset accounts.
(3)    Valuation  charge  for the fiscal year ended April 29, 2001, reflects the
write-down  of  marine  assets  held  for  sale.

<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                    DESCRIPTION

3.1A    Certificate  of  Incorporation  of  Casino  America,  Inc.  (4)
3.1B    Amendment  to Certificate of Incorporation of Casino America, Inc. (13)
3.2A    By-laws  of  Casino  America,  Inc.  (4)
3.2B    Amendments  to  By-laws of Casino America, Inc., dated February 7, 1997
         (10)
4.1     Specimen  Certificate  of  common  Stock  (1)
4.2     Isle  of  Capri  Casinos,  Inc.  agrees to furnish to the Securities and
        Exchange  Commission,  upon  its request, the instruments defining the
        rights  of  holders  of  long  term  debt  where  the  total  amount  of
        securities authorized thereunder  does not  exceed 10%  of  the  Isle of
        Capri Casinos, Inc.'s total consolidated  assets  (16)
4.3     Indenture, dated as of March 27, 2002 among Isle of Capri Casinos, Inc.,
        the subsidiary guarantors named therein and State Street Bank and Trust
        company, as  trustee  (16)
4.4     Registration  Rights Agreement, dated as of March 27, 2002 among Isle of
        Capri  Casinos,  Inc.,  the  subsidiary  guarantors  named  therein and
        Dresdner Kleinwort  Wasserstein-Grantschester,  Inc.  for itself and as
        representative of the  other  initial  purchasers  (16)
4.5A    Indenture,  dated  as  of  April 23, 1999, among Isle of Capri Casinos,
        Inc.  the  subsidiary guarantors named therein and State Street Bank and
        Trust Company,  as  trustee  (10)
4.5B    First Supplemental Indenture, dated as of September 16,1999, among Isle
        of Capri Casinos, Inc. the subsidiary guarantors named therein and State
        Street Bank  and  Trust  Company,  as  trustee  (13)
4.5C    Second  Supplemental  Indenture, dated as of April 30, 2001, among Isle
        of  Capri  Casinos,  Inc.,  as  trustee  (16)
4.6.1   Registration  Rights Agreement, dated as of April 23, 1999, among Isle
        of  Capri  Casinos,  Inc.,  the  subsidiary guarantors named therein and
        Merrill Lynch,  Pierce, Fenner &  Smith  Incorporated and Wasserstein
        Perella Securities, Inc.,  for  themselves  and  on  behalf  of  the
        other  initial purchasers (10)
4.6.2   Rights Agreement, dated as of February 7,1997, between Casino America,
        Inc.  and  Norwest  Bank  Minnesota,  N.A.,  as  rights  agent  (9)
10.1    Casino  America,  Inc.  1992  Stock  Option  Plan  (2)
10.2    Casino  America,  Inc.  1992  Stock  Option  Plan  Amendment  (3)
10.3    Casino  America,  Inc.  1993  Stock  Option  Plan,  as  amended  (7)
10.4    Casino  America,  Inc.  description  of  Employee  Bonus  Plan  (3)
10.5    Casino  America,  Inc.  Retirement  Trust  and  Savings  Plan  (3)
10.6    Director's  Option  Plan  (6)
10.7    Biloxi  Waterfront  Project  Lease  dated  as  of  April 9, 1994 by and
        between the City of Biloxi, Mississippi and Riverboat Corporation of
        Mississippi (5)
10.8    First Amendment to Biloxi Waterfront Project Lease (Hotel Lease), dated
        as  of  April  26, 1995, by and between Riverboat Corporation of
        Mississippi (7)
10.9    Amended  and  Restated  Lease,  dated  as of April 19, 1999, among Port
        Resources,  Inc.  and  CRU,  Inc.,  as landlords and St. Charles Gaming
        Company, Inc.,  as  tenant  (13)
10.10   Amended  Casino  America,  Inc.  1992  Stock  Option  Plan  (8)
10.11   Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (8)
10.12   Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (11)
10.13   Amended  Casino  America,  Inc.  1993  Stock  Option  Plan  (12)
10.14   Lease  of  property  in  Coahoma, Mississippi dated as of November 16,
        1993  by and among Roger Allen Johnson, Jr., Charles Bryant Johnson and
        Magnolia Lady,  Inc.  (17)
10.15   Addendum  to  Lease  dated as of June 22, 1994 by and among Roger
        Allen Johnson, Jr.,  Charles  Bryant  Johnson  and  Magnolia  Lady, Inc.
       (14)

<PAGE>

10.16   Second  addendum  to  Lease  dated  as of October 17, 1995 by and among
        Roger  Allen  Johnson,  Jr., Charles Bryant Johnson and Magnolia Lady,
        Inc. (14)
10.17   Amended  and  Restated Operating Agreement of Isle of Capri Black Hawk,
        L.L.C.,  dated as of July 29, 1997, between Casino America of Colorado,
        Inc. and Blackhawk  Gold,  Ltd.  as  amended  (17)
10.18   Development  Agreement  dated  as  of  June  17,  1997, between City of
        Bettendorf,  Lady  Luck  Bettendorf,  Lady Luck Quad Cities, Inc. and
        Bettendorf Riverboat  Development,  LC  (17)
10.19   Operator's  Contract,  dated as of December 28, 1989, between Riverboat
        Development  Authority  and  the  Connelley Group, LP, as amended on
        February 9, 1990,  March 1, 1990, January 1, 1991, September 30, 1994
        and March 1, 1998 (17)
10.20   Isle  of  Capri  Casinos, Inc. 2000 Long-Term Stock Incentive Plan (15)
10.21   Isle  of  Capri  Casinos,  Inc.  Deferred  Bonus  Plan  (15)
10.22   Employment  Agreement dated as of January 1, 2002 between Isle of Capri
        Casinos,  Inc.  and  John  M. Gallaway  (17)
10.23   Employment  Agreement dated as of January 1, 2002 between Isle of Capri
        Casinos,  Inc.  and  Allan  B.  Solomon  (17)
10.24   Employment  Agreement dated as of January 1, 2002 between Isle of Capri
        Casinos,  Inc.  and  Rexford  A. Yeisley  (17)
10.25   Employment Agreement dated as of January 1, 2002 between Isle of Capri
        Casinos,  Inc.  and  Timothy  M.  Hinkley  (17)
10.26   Employment Agreement dated as of January 1, 2002 between Isle of Capri
        Casinos,  Inc.  and  Bernard  Goldstein  (17)
10.27   Second  Amended  and  restated Credit Agreement, dated as of April 26,
        2002,  among  Isle  of Capri Casinos, Inc., the lenders listed therein,
        Canadian Imperial  Bank of Commerce, as administrative agent and issuing
        lender, Dresdner Bank  AG,  New  York  and  Grand  Cayman Branches and
        Deutsche Bank Trust Company Americas,  as co-syndication  agents, Credit
        Lyonnais Los Angeles Branch, Wells Fargo  Bank, N.A.  and The CIT Group/
        Equipment  Financing,  Inc.,  as co-documentation  agents  and  CIBC
        World  Market  Corp., as lead arranger (16)
21.1    Subsidiaries  of  Isle  of  Capri  Casinos,  Inc.
23.1    Consent  of  Ernst  &  Young  LLP
99.1    Certification  of Chief Executive Officer pursuant to 18 U.S.C. Section
        1350,  as  adopted  pursuant to  section  906  of  the  Sarbanes-
        Oxley  Act  of  2002.
99.2    Certification  of Chief Financial Officer pursuant to 18 U.S.C. Section
        1350,  as  adopted  pursuant to  section  906  of  the  Sarbanes-Oxley
        Act  of  2002.
(1)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
        for  the  fiscal year ended  April  30,  1992  (File  No.  0-20538)  and
        incorporated  herein by reference.
(2)     Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-k
        filed  June  17, 1992 (File  No.  0-20538)  and  incorporated  herein by
        reference.
(3)     Filed as an exhibit to Casino America, Inc.'s Annual Report on form 10-k
        for the fiscal year ended April 30, 1993 (File No. 0-20538) and
        incorporated herein  by  reference.
(4)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
        Form  S-1  filed  September 3,  1993,  as  amended (Reg. No. 33-68434),
        and  incorporated  herein  by  reference.
(5)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
        for fiscal year ended April 30, 1994 (File No. 0-20538) and incorporated
        herein  by  reference.
(6)     Filed  as an exhibit to Casino America, Inc.'s Registration Statement on
        Form  S-8 filed June 30, 1994 (File No. 33-80918) and incorporated
        herein by reference.
(7)     Filed as an exhibit to Casino America, Inc.'s Annual Report on Form 10-K
        for fiscal year ended April 30, 1995 (File No. 0-20538) and incorporated
        herein  by  reference.
(8)     Filed  as  an  exhibit to Casino America, Inc.'s Proxy Statement for the
        fiscal  year ended April 30,  1996 (File No. 0-20538) and incorporated
        herein by  reference.
(9)     Filed as an exhibit to Casino America, Inc.'s Current Report on Form 8-K
        filed  on February  14, 1997  (File No. 0-20538) and incorporated herein
        by reference.

<PAGE>

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

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