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

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

(Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
               For The Quarterly Period Ended: December 31, 2001

                                       OR

     __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
For the Transition Period From ________________________to ______________________

                       Commission File Number ____________

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
             (Exact name of registrant as specified in its charter)

Mississippi Band of Choctaw Indians                     64-0345731
   (State or other jurisdiction of                    (I.R.S. employer
   incorporation or organization)                  identification number)

               PO Box 6260, Choctaw Branch, Philadelphia, MS 39350
               (Address of principal executive offices) (Zip code)

                                 (601) 650-9294
              (Registrant's telephone number, including area code)

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


     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
                                               -----           ----
--------------------------------------------------------------------------------
<PAGE>

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE

                            INDEX TO QUARTERLY REPORT

    PART I -- FINANCIAL INFORMATION

    Item 1 -- Financial Statements

              Balance Sheets as of December 31, 2001 (unaudited) and
              September 30, 2001..............................................3

              Statements of Operations and Comprehensive Income for
              the Three Months Ended December 31, 2001 and 2000 (unaudited)...4

              Statement of Owner's Equity for the Three Months Ended
              December 31, 2001 (unaudited)...................................5

              Statements of Cash Flows for the Three Months Ended
              December 31, 2001 and 2000 (unaudited)..........................6

              Notes to Financial Statements (unaudited).......................7

    Item 2 -- Management's Discussion and Analysis of Financial
              Condition and Results of Operations............................16

    Item 3 -- Quantitative and Qualitative Disclosure of Market Risk.........21


    PART II  -- OTHER INFORMATION............................................22

    Signatures  - ...........................................................23

<PAGE>


<TABLE>
<CAPTION>
PART I. Financial Information
  Item 1  Financial Statements

                                                 CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                                            BALANCE SHEETS
                                              December 31, 2001 and September 30, 2001
--------------------------------------------------------------------------------------------------------------------

                                                                              December 31,         September 30
                                                                                  2001                 2001
                                                                           -------------------  --------------------
                                                                              (Unaudited)
                                         Assets
<S>                                                                              <C>                  <C>
Current assets:
    Cash and cash equivalents                                                    $122,721,346         $  81,822,543
    Short-term investments                                                          6,976,614            81,949,037
    Accounts receivable (net of allowance of
      $1,988,669 and $1,685,009)                                                    3,496,756             3,085,106
    Inventories                                                                     1,680,423             1,517,052
    Prepaid expenses and other                                                        871,987             1,784,209
                                                                           -------------------  --------------------
             Total current assets                                                 135,747,126           170,157,947

    Property and equipment, net                                                   246,702,191           206,222,932
    Restricted cash                                                                 2,583,935             2,568,256
    Deferred loan costs, net                                                        6,381,211             6,595,249
    Other assets                                                                    1,871,470             1,302,131
                                                                           -------------------  --------------------
             Total assets                                                        $393,285,933         $ 386,846,515
                                                                           -------------------  --------------------

                             Liabilities and Owner's Equity
Current liabilities:
    Current maturities of long-term debt                                            $ 300,000           $   300,000
    Accounts payable                                                                3,297,183             2,519,767
    Construction accounts payable                                                  22,019,591            15,883,132
    Due to Tribe                                                                    4,127,463                81,401
    Accrued liabilities:
      Accrued payroll and related                                                   5,346,968             5,247,757
      Accrued expenses and other liabilities                                        7,721,509             7,991,053
      Accrued interest expense                                                      4,848,097             9,597,633
                                                                           -------------------  --------------------
             Total current liabilities                                             47,660,811            41,620,743

Long term debt, net of current maturities                                         200,000,000           200,000,000

Commitments and contigencies                                                                -                     -

Owner's equity:
    Contributed capital                                                           181,552,126           181,552,126
    Retained earnings (deficit)                                                   (35,571,699)          (35,932,309)
    Accumulated other comprehensive loss                                             (355,305)             (394,045)
                                                                           -------------------  --------------------
             Total owner's equity                                                 145,625,122           145,225,772
                                                                           -------------------  --------------------

             Total liabilities and owner's equity                                $393,285,933         $ 386,846,515
                                                                           -------------------  --------------------

   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                         STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                      For the Three Months Ended December 31, 2001 and 2000
---------------------------------------------------------------------------------------------------------------

                                                                                     Three Months Ended
                                                                                        December 31,
                                                                             ----------------------------------
                                                                                  2001              2000
                                                                             ----------------  ----------------
                                                                               (Unaudited)       (Unaudited)
<S>                                                                             <C>               <C>
Revenue:
    Casino                                                                      $ 53,515,273      $ 53,307,881
    Food & beverage                                                                5,407,666         4,904,963
    Rooms                                                                          1,990,685         2,068,230
    Other                                                                          2,101,062         2,357,632
                                                                             ----------------  ----------------
             Gross revenue                                                        63,014,686        62,638,706
    Less: promotional allowances                                                  (5,820,938)       (5,482,451)
                                                                             ----------------  ----------------
             Net revenue                                                          57,193,748        57,156,255
                                                                             ----------------  ----------------

Costs and expenses:
    Casino                                                                        15,869,377        15,814,347
    Food & beverage                                                                1,603,442         1,797,768
    Rooms                                                                            354,643           237,121
    Other                                                                          1,955,082         1,681,157
    Selling, general, and administrative                                           9,841,737         8,204,532
    Maintenance and utilities                                                      1,356,050         1,172,853
    Depreciation                                                                   3,486,418         3,001,177
                                                                             ----------------  ----------------
             Total                                                                34,466,749        31,908,955
                                                                             ----------------  ----------------

Operating income                                                                  22,726,999        25,247,300
                                                                             ----------------  ----------------

Other income (expense):
    Interest income                                                                1,162,773           280,246
    Interest expense, net of interest capitalized                                 (4,143,186)       (1,401,655)
    Other income (expense)                                                           245,242          (664,557)
                                                                             ----------------  ----------------
             Total                                                                (2,735,171)       (1,785,966)
                                                                             ----------------  ----------------

Net income                                                                        19,991,828        23,461,334

Other comprehensive income (loss)                                                     38,740          (505,996)
                                                                             ----------------  ----------------

Comprehensive income                                                            $ 20,030,568      $ 22,955,338
                                                                             ----------------  ----------------

   The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                         CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                                              STATEMENT OF OWNER'S EQUITY
                                                    For the Three Months Ended December 31, 2001
                                                                       (Unaudited)
-------------------------------------------------------------------------------------------------------------------



                                                                                Accumulated
                                                               Retained            Other               Total
                                          Contributed          Earnings        Comprehensive          Owner's
                                            Capital           (Deficit)             Loss               Equity
                                        -----------------  -----------------  -----------------   -----------------

<S>                                        <C>                <C>                 <C>                <C>
Balances, September 30, 2001               $ 181,552,126      $ (35,932,309)      $   (394,045)      $ 145,225,772

    Net income                                         -         19,991,828                  -          19,991,828
    Contributed capital                                -                  -                  -                   -
    Distributions                                      -        (19,631,218)                 -         (19,631,218)
    Reclassification adjustment
      under SFAS 133                                   -                  -             38,740              38,740
                                        -----------------  -----------------  -----------------   -----------------


Balances, December 31, 2001                $ 181,552,126      $ (35,571,699)      $   (355,305)      $ 145,625,122
                                        -----------------  -----------------  -----------------   -----------------

   The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                  CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                                                         STATEMENTS OF CASH FLOWS
                                                          For the Three Months Ended December 31, 2001 and 2000
-------------------------------------------------------------------------------------------------------------------


                                                                                      Three Months Ended
                                                                                        December 31,
                                                                           ----------------------------------------
                                                                                  2001                 2000
                                                                           -------------------  -------------------
                                                                              (Unaudited)          (Unaudited)

<S>                                                                            <C>                  <C>
Cash flows from operating activities:
    Net income                                                                 $   19,991,828       $   23,461,334
    Adjustments to reconcile net income to net cash
      provided by operating activities:
    Cumulative effect of accounting change                                                  -             (541,847)
    Depreciation and amortization                                                   4,184,090            3,098,608
    Loss on disposal of property and equipment                                         29,507                    -
    Change in operating assets and liabilities:
      Accounts receivable, net                                                       (411,650)            (538,935)
      Inventories                                                                    (163,371)              24,014
      Prepaid expenses and other                                                      912,222             (536,595)
      Other assets                                                                   (569,339)             100,532
      Accounts payable and due to Tribe                                               322,263             (328,508)
      Accrued liabilities                                                          (4,919,869)             831,107
                                                                           -------------------  -------------------
Net cash provided by operating activities                                          19,375,681           25,569,710
                                                                           -------------------  -------------------

Cash flows from investing activities:
    Acquisitions of property and equipment, net of
      amounts in construction accounts payable                                    (33,357,509)          (2,614,079)
    Proceeds from sales and maturities short term investments                      74,567,321                    -
    Restricted cash                                                                   (15,679)             (39,555)
                                                                           -------------------  -------------------
Net cash provided by (used in) investing activities                                41,194,133           (2,653,634)
                                                                           -------------------  -------------------

Cash flows from financing activities:
    Repayment of long-term debt                                                             -           (4,687,500)
    Distributions to Tribe                                                        (19,631,218)         (13,764,151)
    Loan fees paid                                                                    (39,793)                   -
                                                                           -------------------  -------------------
Net cash used in financing activities                                             (19,671,011)         (18,451,651)
                                                                           -------------------  -------------------

Net increase in cash and cash equivalents                                          40,898,803            4,464,425
Cash and cash equivalents at beginning of period                                   81,822,543           34,779,920
                                                                           -------------------  -------------------
Cash and cash equivalents at end of period                                     $  122,721,346       $   39,244,345
                                                                           -------------------  -------------------

Supplemental disclosure of cash flow information:
    Cash paid for interest                                                     $   10,064,043        $   1,370,618
                                                                           -------------------  -------------------
Supplemental disclosure of non-cash investing and financing activities:
      Contributions of property and equipment from Tribe                           $        -        $   1,446,678
                                                                           -------------------  -------------------
      Due to Tribe for property and equipment                                      $        -         $    198,651
                                                                           -------------------  -------------------
      Contributions of other assets from Tribe                                     $        -        $   1,756,748
                                                                           -------------------  -------------------
      Accounts payable for construction                                        $   22,019,591           $        -
                                                                           -------------------  -------------------
      Exchange of property and equipment for a
        note due to Tribe                                                       $   4,501,215           $        -
                                                                           -------------------  -------------------

   The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>



                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)
--------------------------------------------------------------------------------

Note 1--Summary of Significant Accounting Policies

Description of Operations

The Choctaw Resort Development Enterprise (the "Enterprise") is an enterprise of
the Mississippi Band of Choctaw Indians (the "Tribe"). The Enterprise was
established on October 12, 1999 by the Tribe for the purpose of managing the
existing and future Tribal gaming and other resort operations at the Tribe's
Pearl River Community. Prior to July 1, 2001, the Silver Star Hotel and Casino
(the "Silver Star") was the sole operating entity of the Enterprise. The Silver
Star commenced operations of a gaming, hotel, conference center and restaurant
complex near Philadelphia, Mississippi on trust lands of the Tribe on July 1,
1994. In addition, the Enterprise is currently developing a second hotel and
casino, the Golden Moon (the "Golden Moon"), to be located adjacent to the
Silver Star.

In connection with the development of the Silver Star, the Tribe entered into a
seven-year management agreement (the "Management Agreement") with Boyd
Mississippi, Inc., a subsidiary of Boyd Gaming Corporation ("Boyd"), to
construct and operate the Silver Star. The Tribe entered into a termination
agreement (the "Termination Agreement") with Boyd to terminate the Management
Agreement on January 31, 2000. Pursuant to the provisions of the Termination
Agreement, the Enterprise made a one-time termination payment to Boyd (the
"Termination Fee") in the amount of $72 million on February 1, 2000.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended December 31, 2001 are not necessarily indicative of the results that may
be expected for the year ended September 30, 2002. The interim financial
statements and notes thereto should be read in conjunction with the Enterprise's
audited financial statements and notes thereto for the year ended September 30,
2001.

Prior to the establishment of the Enterprise, the Silver Star operated as a
separate, wholly owned unincorporated business enterprise of the Tribe. On
October 12, 1999, the Tribe contributed the Silver Star to the Enterprise. Due
to the common control of the Silver Star and the Enterprise, the contribution
was accounted for as a reorganization of entities under common control.

Effective July 1, 2001, the Tribe contributed Dancing Rabbit Golf Club (the
"Dancing Rabbit") to the Enterprise. Prior to its contribution to the
Enterprise, the Dancing Rabbit operated as a separate, wholly owned
unincorporated business enterprise of the Tribe. Due to common control of the
Dancing Rabbit and the Enterprise the contribution was accounted for as a
reorganization of entities under common control.

The financial statements of the Enterprise for all periods are presented as if
the contributions described above occurred at the beginning of the earliest
period presented and include the accounts of the Enterprise, the Silver Star,
and the Dancing Rabbit on a historical cost basis, in a manner similar to a
pooling of interests.


Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit with banks and
other financial institutions. The Enterprise considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.

Short-term Investments

Short-term investments include debt securities and other investments, which
mature within one year but do not qualify as cash equivalents. All short-term
investments are classified as held-to-maturity because the Enterprise has the
positive intent and ability to hold the securities to maturity. Held-to-maturity
securities are stated at amortized cost.

Inventories

Inventories, consisting primarily of food, beverage, and gift shop merchandise,
are stated at the lower of cost or market. Cost is determined using the
first-in, first-out inventory method.

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Costs of
major construction, including interest incurred during construction of new
facilities, are capitalized; costs of normal repairs and maintenance are charged
to expense as incurred. Gains or losses on disposals of assets are recognized as
incurred.

Deferred Loan Costs

Deferred loan costs consist of costs incurred in the issuance of long-term debt.
Amortization of deferred loan costs is computed using the interest method over
the stated maturity of long-term debt. Accumulated amortization of the deferred
loan costs is $ 819,772 and $ 565,941 at December 31, 2001 and September 30,
2001, respectively.

Accounting for Derivative Instruments and Hedging Activities

On October 1, 2000, the Enterprise adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments
and Hedging Activities", as amended by Statement of Financial Accounting
Standards No. 138. See Note 4.

Contributed Capital

Contributed capital consists of (i) equipment and facilities related primarily
to various construction and expansion projects since the Silver Star opened
which have been funded by the Tribe and contributed upon their completion at the
Tribe's cost, (ii) certain development costs for the Golden Moon, also funded by
the Tribe and contributed at the Tribe's cost and (iii) cash to fund Golden Moon
construction and development.

Casino and Other Revenue

Casino revenue is net win from gaming activities, which is the difference
between gaming wins and losses. Gross revenues include the estimated retail
value of rooms, food and beverage, and other goods and services provided to
customers on a complimentary basis. Such amounts are then deducted as
promotional allowances.

The estimated cost of providing these promotional allowances is charged to the
casino department in the following amounts:

<TABLE>
<CAPTION>


                                                      Three Months Ended
                                                        December 31,
                                               -------------------------------
                                                   2001             2000
                                               --------------   --------------

<S>                                              <C>              <C>
Food and beverage                                $ 4,166,093      $ 3,882,914
Rooms                                                854,703          784,655
Other                                                581,999          726,611
                                               --------------   --------------
Total                                            $ 5,602,795      $ 5,394,180
                                               --------------   --------------


</TABLE>

Complimentary revenues have been earned in the following casino departments as
follows:


<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                         December 31,
                                               -------------------------------
                                                   2001             2000
                                               --------------   --------------

<S>                                              <C>              <C>
Food and beverage                                $ 4,016,300      $ 3,505,195
Rooms                                              1,252,735        1,227,574
Other                                                551,903          749,682
                                               --------------   --------------
Total                                            $ 5,820,938      $ 5,482,451
                                               --------------   --------------
</TABLE>

Income Taxes

The Enterprise is a business enterprise owned by the Mississippi Band of Choctaw
Indians, a federally recognized Indian Tribe located on reservation land held in
trust by the United States of America; therefore, the Enterprise was not subject
to federal or state income taxes for the three months ended December 31, 2001
and 2000.

Advertising Expense

Advertising is expensed as incurred and is included in selling, general, and
administrative expense and casino costs and expenses. Advertising expense was
$1,116,107 and $1,494,667 for the three months ended December 31, 2001 and 2000,
respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates used by the Enterprise
include the estimated useful lives of depreciable assets and the estimated
allowance for doubtful accounts receivable. Actual results could differ from
those estimates.

Preopening Expenses

Preopening costs are expensed as incurred and are included in selling, general,
and administrative cost. Preopening costs incurred during the three months ended
December 31, 2001 and 2000 were $325,774 and $ -0-, respectively.

Note 2--Property and Equipment

Property and equipment consists of the following:


<TABLE>
<CAPTION>


                                                                Useful
                                                                 Lives           December 31,        September 30
                                                                (Years)              2001                2001
                                                            ----------------   ------------------  -----------------

<S>                                                              <C>                <C>                 <C>
Land and improvements                                                               $ 16,799,809        $16,799,809
Buildings and improvements                                       20-40               127,271,300        124,375,524
Golf course improvements                                         5-15                  2,723,984          2,723,984
Furniture and equipment                                          5-10                 66,065,773         63,447,006
Aircraft                                                          10                   4,551,215                  -
Vehicles                                                           3                     928,506            928,407
                                                                               ------------------  -----------------
                                                                                     218,340,587        208,274,730
Less accumulated depreciation                                                         69,202,744         65,804,004
                                                                               ------------------  -----------------
                                                                                     149,137,843        142,470,726
Construction in progress                                                              97,564,348         63,752,206
                                                                               ------------------  -----------------
                                                                                    $246,702,191      $ 206,222,932
                                                                               ------------------  -----------------
</TABLE>

At December 31, 2001, construction in progress consists of $94,913,424 incurred
related to the development of the Golden Moon which includes $2,650,924 of
interest capitalized as of December 31, 2001. The Enterprise capitalized
interest in the amount of $1,425,152 in the three months ended December 31,
2001.

Note 3--Restricted Cash

The Enterprise had $ 2,583,935 and $ 2,568,256 of restricted cash as of December
31, 2001 and September 30, 2001, respectively. The balances at December 31, 2001
and September 30, 2001 are required by the Management Agreement for employment,
workers compensation and other third party claims not otherwise covered by
insurance proceeds (the "Claims Reserve") that may be filed or become due after
the Management Agreement termination date. The Claims Reserve will survive for
three years after the Termination Agreement and is governed by the terms of the
Management Agreement. Any unused portion of the Claims Reserve at the end of the
three-year period will become unrestricted.

Note 4--Long-Term Debt

In March 2001, the Enterprise issued unsecured senior notes (the "Notes") in the
amount of $200,000,000. The proceeds of the offering were used to retire the $75
million term loan described below and are being used to finance the construction
of the Golden Moon. The Notes bear interest at 9 1/4% and require semiannual
payments of interest beginning with the first payment on October 1, 2001 with
the Notes maturing on April 1, 2009. The indenture governing the Notes (the
"Indenture") contains certain financial covenants which restrict our ability to
borrow money, pay dividends or make distributions, make investments, create
liens, enter into certain transactions with affiliates and sell specific assets
or merge with or into another entity. Under specific circumstances, the covenant
limiting our ability to make certain payments, distributions and investments
will be suspended.

After April 1, 2005, the Enterprise may redeem all or a part of the Notes at
specified redemption prices plus accrued and unpaid interest on the redemption
date. The Notes are subject to redemption requirements imposed by certain gaming
laws and regulations.

On February 1, 2000, the Enterprise entered into an installment note agreement
(the "Loan") with Bank of America, N.A. in the amount of $75 million, using $72
million of the proceeds to terminate the Management Agreement described in Note
1. On April 24, 2001, the Loan was repaid from proceeds of the Notes.

On December 29, 2000, the Enterprise entered into a $125 million reducing
revolving credit facility (the "Facility). The Facility will be used by the
Enterprise to (i) finance the construction of the Golden Moon, (ii) provide
working capital, (iii) finance permitted capital expenditures, and (iv) for
general purposes of the Enterprise. At December 31, 2001, there were no amounts
drawn on the Facility. For the three months ended December 31, 2001, the
Enterprise paid commitment fees totaling $145,347 on the Facility.

The Facility is collateralized by the personal property of and the revenue
generated by the Silver Star and the Golden Moon. The Facility has a maturity
date of December 28, 2005. Borrowings available under the Facility will reduce
quarterly beginning on the earlier of December 31, 2002 or the last day of the
first full fiscal quarter following the completion of the Golden Moon, in the
amount of $6.25 million per quarter, until the amount of the Facility has been
reduced to $40 million. The interest rate on the facility varies based upon the
Enterprise's total recourse debt to gaming EBITDA ratio, as defined. The
Facility contains certain affirmative and negative covenants, including limiting
the Enterprise's Total Leverage Ratio and Fixed Charge Coverage Ratio, as
defined, during the term of the agreement. Additionally, the Enterprise is not
permitted to expend more than $325 million for the completion of the Golden Moon
project and has agreed to cause the Golden Moon to be open and available for
gaming patrons by September 30, 2002.

On October 26, 1999, the Enterprise entered into a note agreement with MBCI
Resort and Capital Fund, a related party, in the amount of $300,000 that is
payable on demand with annual interest of 6% due monthly.

As of December 31, 2001, management believes that the Enterprise is in
compliance with all debt covenants under the Notes and the Facility.

The Enterprise entered into an interest rate swap agreement for the purpose of
fixing interest rates on the Loan, thus reducing exposure to interest rate
fluctuations. At December 31, 2001, the Enterprise's interest rate swap had a
notional amount of $40,625,000. This agreement effectively fixed the interest
rate on the Loan at 8.25%. The notional amount does not represent amounts
exchanged by the parties, and thus is not a measure of exposure to the
Enterprise. The amount exchanged is based on the notional amount. The term of
the interest rate swap agreement is through January 31, 2004. As discussed
above, the Loan was repaid on April 24, 2001, however, the Enterprise did not
concurrently settle the interest rate swap agreement. The differences to be paid
or received by the Enterprise under the terms of the interest rate swap
agreement are recognized as an adjustment to interest expense. The agreement is
with a major financial institution, which is expected to fully perform under the
terms of the agreement.

Effective October 1, 2000, the Enterprise adopted SFAS 133. The interest rate
swap agreement described above is defined as a derivative instrument under SFAS
133. In accordance with the transition provisions of SFAS 133, the Enterprise
recorded a cumulative-effect-type transition adjustment of $541,847 in other
comprehensive loss and in accrued expenses and other liabilities to recognize
the fair value of the Enterprise's liability under this swap agreement on
October 1, 2000. Although the Enterprise had designated this swap agreement as a
hedge since its inception on February 1, 2000, the Enterprise did not elect to
seek hedge accounting for this agreement upon adoption of SFAS 133. Accordingly,
during the period from October 1, 2001 through December 31, 2001, the Enterprise
recognized other income of $245,242 and a related decrease in accrued expenses
and other liabilities representing the effect during this period of interest
rate changes. Reclassifications to other comprehensive income during the period
from October 1, 2001 through December 31, 2001 are $38,740.

Note 5--Fair Value of Financial Instruments

The carrying values of the Enterprise's cash and cash equivalents, accounts
receivable, note payable, and accounts payable approximate fair value because of
the short maturity of those instruments. Estimated fair value of the Notes is
$206,000,000 at December 31, 2001 based on quoted market prices on or about
December 31, 2001.

Fair value of the Enterprise's interest rate swap agreement is based on the
termination value of the agreement using quotes from the Enterprise's
counterparty. The fair value liability of the Enterprise's interest rate swap at
December 31, 2001 was $1,948,864 and is included in accrued expenses and other
liabilities.

Note 6--Enterprise Licensing and Regulation

The Mississippi Band of Choctaw Indians, by vote of the Tribal members,
authorized casino gaming on Tribal lands located in Mississippi. In accordance
with the Indian Gaming Regulatory Act, the Tribe signed a Tribal-State Compact
with the State of Mississippi on December 4, 1992 and enacted ordinances
authorizing bingo (Class II) and casino-type (Class III) gaming. The Tribal
Council created the Choctaw Gaming Commission and authorized it as the
regulatory agency responsible for the licensing of the Casino and the on-site
regulation of the gaming operations. The Choctaw Gaming Commission has
promulgated regulations that govern the gaming operations.

Note 7--Related Party Transactions

Net distributions to the Tribe were $19,631,218 and $13,764,151 for the three
months ended December 31, 2001 and 2000, respectively. Subsequent to January 31,
2000, the Enterprise makes distributions to the Tribe at the Tribe's discretion
subject to the distribution restrictions under the Notes described in Note 4.

Employees of the Enterprise are provided health coverage through the Tribe's
health plan. The Enterprise and its employees paid $2,084,901 and $1,925,606 to
the Tribe under this arrangement for the three months ended December 31, 2001
and 2000, respectively.

The Enterprise collects and remits a 7% sales tax to the Tribe on rooms, food,
beverage, sundry and entertainment revenue. The total sales tax paid was
$207,868 and $204,361 for the three months ended December 31, 2001 and 2000,
respectively. During the three months ended December 31, 2001, the Enterprise
also paid rent for office space and purchased certain goods and services from
the Tribe and its businesses in the amount of $1,362,197. For the three months
ended December 31, 2000, the Enterprise paid rent for office space and purchased
certain goods and services from the Tribe and its businesses in the amount of
$7,667,032 (which includes $5,760,759 payable at December 31, 2000 for the
construction of a parking garage).

The Enterprise paid $62,500 to the Tribal/State Tourism Fund for the promotion
of tourism in Mississippi for each of the three month periods ended December 31,
2001 and 2000 under the Tribal-State Compact. The Choctaw Gaming Commission was
paid $562,671 and $533,079 for the three months ended December 31, 2001 and
2000, respectively, for fees assessed at 1% of gaming revenues per the Tribal
Code.

The Enterprise paid Choctaw Development Enterprise $729,430 for the construction
of administrative offices and a hospitality institute and $57,000 for
construction related to the Golden Moon project during the three months ended
December 31, 2001.

During the three months ended December 31, 2001 the Tribe did not contribute
property and equipment or other assets to the Enterprise. During the three
months ended December 31, 2000, the Tribe contributed property and equipment to
the Enterprise at the Tribe's cost of $1,446,678. During the three months ended
December 31, 2000, the Tribe contributed other assets to the Enterprise at the
Tribe's cost of $1,756,748.

As of December 31, 2001 and September 30, 2001 the Tribe had outstanding
liabilities of $5.3 million and $5.5 million, respectively, under credit
facilities with $4.9 million and $8.0 million, respectively, available in
borrowings, which did not preclude recourse to assets held by the Enterprise.

During November 2001, the Tribe purchased on behalf of the Enterprise a 2000
model King Air aircraft. The total purchase price of this aircraft was
$4,551,215, of which $4,501,215 was paid by the Tribe. At the time of purchase,
the aircraft was contributed to the Enterprise and a corresponding non-interest
bearing payable to the Tribe was established. Repayment to the Tribe is to occur
in 12 equal monthly installments commencing in December 2001. During the three
months ended December 31, 2001 the Enterprise has made payments to the Tribe
totaling $375,101 in connection with this purchase.

Note 8--Employee Benefit Plans

Employees of the Enterprise are eligible to participate in the Tribe's 401(k)
plan. The Enterprise expensed contributions of $495,446 and $454,308 for the
three months ended December 31, 2001 and 2000, respectively.

The Enterprise has no formal commitments to provide post-retirement health care
benefits to retirees.

Note 9 --Contingencies

The Enterprise is subject to various claims and litigation in the normal course
of business. In the opinion of management, all pending legal matters are either
adequately covered by insurance or, if not insured, will not have a material
adverse impact on the Enterprise's financial position, results of operations or
cash flows.

On July 26, 2001, a lawsuit was filed in a Mississippi state court by Eddie
Fears, "a citizen and taxpayer", against Ronnie Musgrove, Governor of the State
of Mississippi, the Mississippi Gaming Commission and the members of the
Mississippi Gaming Commission. The lawsuit alleges that the Tribal-State Compact
entered into by the State of Mississippi and the Tribe is invalid for a number
of reasons, including that the then-Governor of the State of Mississippi did not
have the legal power to bind the State to the terms of the Compact. In 1994, the
same legal issue was addressed by the United States District Court for the
Southern District of Mississippi in Brantley Willis v. Governor Kirk Fordice, et
al., U.S.D.C. Southern District of Mississippi, Jackson Division, Civ. No.
3:93-CV-818BN (1994). The Court ruled on April 8, 1994 that the Governor had the
authority to enter into the Compact. The Tribe believes that the Federal Court's
ruling in that case was correct and that the Compact is valid. On December 18,
2001, the court denied the defendants' motion to dismiss for lack of standing to
bring the action. No further hearings on the claim have been scheduled. It is
not possible to predict the outcome of this lawsuit, and management is unable to
make a meaningful estimate of the amount or range of loss, if any, that could
result from an unfavorable outcome of this lawsuit.

The Enterprise has entered into a guaranteed maximum price contract with W.G.
Yates & Sons Construction ("Yates"), which covers $146.8 million of the "hard"
costs of constructing the Golden Moon. This contract requires Yates to provide a
payment and performance bond for the entire contract price of $146.8 million.
Yates may require modifications to plans and specifications, including some
changes arising from proposed change orders by the Enterprise, provided that no
such modifications may be inconsistent with the description of the Golden Moon
contained in the contract or with budgeted line items. The Enterprise is
required to approve any change order.

The remaining $142.5 million of budgeted costs includes Enterprise-managed
construction (approximately $26.0 million), additional furniture, fixtures and
equipment, certain "soft" costs, which include fees of the architect, attorneys
and other professionals, pre-opening expenses, capitalized interest and other
costs that are not "hard" costs. Accordingly, neither the construction
contract's guaranteed maximum price nor other safeguards against cost overruns,
other than the Enterprise's budget contingency of $13.0 million, will provide
any guarantee against increased costs relative to excluded items.

Note 10--Subsequent Events

On February 1, 2002, the Enterprise made a distribution of $6,144,793 to the
Tribe.

On January 10, 2002 a settlement agreement for the insurance claim related to
the April 2000 flood was entered into between the Enterprise and the insurance
carriers. The amount of the settlement agreement with the excess carriers was
$2,775,000. No amounts for this settlement have been recognized as of December
31, 2001. The entire amount of the settlement is expected to be received during
the quarter ended March 31, 2002.

On January 8, 2001, the Enterprise entered a joint venture agreement with
Miziker Entertainment Group, Ltd. ("Miziker") to form the "StarCars Joint
Venture" ("Joint Venture"). The principal business of the Joint Venture is the
operation of the StarCars famous automobiles exhibition and attraction to be
located at the Silver Star. The Enterprise and Miziker each have a 50% ownership
interest in the Joint Venture. The net profits from ticket sales, as defined,
will be allocated and distributed 50% to the Enterprise and 50% to Miziker. The
joint venture agreement requires the Enterprise to make a capital contribution
of cash in the amount of $345,000. The joint venture agreement requires Miziker
to make a capital contribution consisting of goods, services, materials and
exhibition acquisitions (including a minimum of twenty-five cars for use in the
attraction) in lieu of cash. The joint venture agreement also requires that the
Joint Venture enter into a formal lease agreement with the Enterprise for the
leasing of building space for an initial term of one year in the amount of
$100,000 per year. The lease may be extended by unanimous action of the Board of
Directors of the Joint Venture. Miziker will be paid a management fee of $20,000
per year as compensation for operating the exhibit.

Note 11--Recently Issued Accounting Pronouncements

On January 1, 2001, the Enterprise adopted Emerging Issues Task Force Issue
00-14 ("EITF 00-14"). EITF 00-14 requires that cash discounts and other cash
incentives related to gaming play be recorded as a reduction to gross casino
revenues. The adoption of EITF 00-14 did not have a material effect on the
Enterprise's financial statements. There is no effect on previously reported net
income.

The Securities and Exchange Commission has issued Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" ("SAB 101"). The Enterprise
adopted SAB 101 during the fiscal year ended September 30, 2000 and such
adoption had no impact on the Enterprise's financial statements.
<PAGE>



                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                      Three Months Ended December 31, 2001
                Compared to Three Months Ended December 31, 2000

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

The following discussion and analysis of the financial condition and results of
operations should be read together with the financial statements and notes
thereto.

Net Revenues. Net revenues were $57.2 million for the quarters ended December
31, 2001 and 2000. Complimentary revenues are included in gross revenues but are
deducted as a promotional allowance to arrive at net revenues.

Casino. Casino revenues increased $200,000, or 0.4%, to $53.5 million for the
quarter ended December 31, 2001 from $53.3 million for the quarter ended
December 31, 2000.

Table game activity decreased as reflected in table games drop. The table game
drop was $43.5 million for the quarter ended December 31, 2001 compared to table
game drop of $44.2 million for the quarter ended December 31, 2000. This
reflects a decrease in table activity of $700,000 or 1.6 % over the
corresponding period in 2000. Table game revenue was $8.4 million for the
quarter ended December 31, 2001 compared to $8.7 million for the quarter ended
December 31, 2000, a decrease of $300,000, or 3.4%. The decrease in revenue is
primarily due to the decrease in table game drop combined with a slightly lower
hold percentage for the quarter ended December 31, 2001 as compared to the
quarter ended December 31, 2000. Table game hold percentage was 19.31% for the
quarter ended December 31, 2001 compared to 19.68% for the quarter ended
December 31, 2000.

Slot revenues were $44.8 million for the quarter ended December 31, 2001
compared to $44.3 million for the quarter ended December 31, 2000, an increase
of $500,000 or 1.1%. An increase in coin-in for the quarter ended December 31,
2001 contributed to increased slot revenues.

Food and Beverage. For the quarter ended December 31, 2001, food and beverage
revenues were $5.4 million, an increase of approximately $500,000, or 10.2%,
from $4.9 million for the quarter ended December 31, 2000. During the quarter
ended December 31, 2001, the Silver Star turned 318,000 covers with an average
revenue per cover of $12.92 compared to 310,000 covers with an average revenue
per cover of $11.86 during the quarter ended December 31, 2000.

Rooms. Room revenues were $2.0 million for the quarter ended December 31, 2001
compared to $2.1 million for the quarter ended December 31, 2000, a decrease of
$100,000 or 4.8%. There was a decrease in the average daily room rate to $51.63
for the quarter ended December 31, 2001 from $52.97 for the quarter ended
December 31, 2000. Our occupancy rate was 86.6% for the quarter ended December
31, 2001 compared to 85.2% for the quarter ended December 31, 2000. During the
quarter ended December 31, 2001, 62.93% of our hotel revenue was attributable to
rooms occupied by Silver Star customers on a complimentary basis compared to
59.35% for the quarter ended December 31, 2000. The increase in the percentage
of hotel rooms provided on a complimentary basis is directly attributable to
increased promotional activity for the quarter ended December 31, 2001 that was
aimed at increasing casino traffic.

Other. Other revenues decreased $300,000 to $2.1 million for the quarter ended
December 31, 2001 from $2.4 for the quarter ended December 31, 2000. The
decrease in other revenue is attributable to declines in sales from our various
retail outlets, and the convention center during the three months ended December
31, 2001. Other revenues are comprised primarily of revenue from our various
retail outlets, the convention center, fees earned from cash advances to
customers and other miscellaneous items. Also included in other revenue is the
revenue from the Dancing Rabbit. Golf revenues were $758,000 for the quarter
ended December 31, 2001 compared to $666,000 for the quarter ended December 31,
2000, an increase of $92,000 or 13.8%. The increase in golf revenue is
attributable to increased golf rounds due to combined marketing efforts of the
Dancing Rabbit and the casino.

Promotional Allowances. Promotional allowances totaled $5.8 million for the
quarter ended December 31, 2001, representing a $300,000 or 5.5% increase over
promotional allowances of $5.5 million for the quarter ended December 31, 2000.
This increase is due to our increased promotional activity as described above.
During the quarter ended December 31, 2001, promotional allowances increased
slightly to 10.8% of casino revenues, from 10.3% during the quarter ended
December 31, 2000.

Costs and Expenses. Total costs and expenses were $34.5 million for the quarter
ended December 31, 2001 compared to $31.9 million for the quarter ended December
31, 2000, an increase of $2.6 million or 8.2%. The increase is primarily due to
the increase in selling, general and administrative expenses that are described
below.

Casino. Casino costs and expenses were $15.9 million for the quarter ended
December 31, 2001, compared to $15.8 million for the quarter ended December 31,
2000, an increase of $100,000 or 0.3%. This increase is attributable to the
increase in slot machine activity.

Other. Other costs and expenses were $2.0 million for the three months ended
December 31, 2001, compared to $1.7 million for the three months ended December
31, 2000, an increase of $300,000, or 17.6%. Other expenses are comprised of the
costs related to the operation of retail outlets and the convention center. Also
included in other expenses are the operating expenses of the Dancing Rabbit.
Golf operating expenses were $1.1 million for the three months ended December
31, 2001 compared to $800,000 for the three months ended December 31, 2000, an
increase of $300,000 or 37.5%. The increase in golf operating expenses is
attributable to increased golf rounds as noted earlier.

Selling, General and Administrative. Selling, general and administrative costs
and expenses were $9.8 million for the quarter ended December 31, 2001 compared
to $8.2 million for the quarter ended December 31, 2000, a increase of $1.6
million, or 19.5%. Approximately $1.0 million of this increase is due to the
payment during the quarter ended December 31, 2001 as required by the
"Settlement and General Release Agreement" with the former Chief Executive
Officer of the Silver Star. Approximately $300,000 of the increase is
attributable to pre-opening expenses incurred during the quarter ended December
31, 2001 that are included in selling, general and administrative costs and
expenses. There were no pre-opening expenses incurred for the quarter ended
December 31, 2000. Selling, general and administrative costs and expenses
related to the Silver Star (excluding the $1.0 million described above) were
$7.9 million for the quarter ended December 31, 2001 compared to $8.1 million
for the quarter ended December 31, 2000, a decrease of $200,000 or 2.5%.
Selling, general and administrative costs and expenses related to the operations
of the Enterprise administrative office and training center were $600,000 for
the quarter ended December 31, 2001 compared to $100,000 for the quarter ended
December 31, 2000, an increase of $500,000. The training center was opened on
November 9, 2001 and the administrative office has 14 employees as of December
31, 2001 compared to none at December 31, 2000.

Operating Income (loss). Operating income was $22.7 million for the quarter
ended December 31, 2001 compared to $25.2 million for the quarter ended December
31, 2000, a decrease of $2.5 million, or 9.9%. The decrease for the quarter was
primarily due to the revenue and expense variations previously discussed.

Other Income (Expense). Other expense was $2.7 million for the quarter ended
December 31, 2001 compared to other expense of approximately $1.8 million for
the quarter ended December 31, 2000, representing an increase of $900,000 which
is attributed to an increase in interest expense of approximately $2.7 million
offset by an increase in interest income of $900,000. Other income (expense) is
comprised of interest income minus interest expense (net of capitalized
interest) and other expense.

Effective October 1, 2000, the Enterprise adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133") "Accounting for Derivative Instruments
and Hedging Activities", as amended by Statement of Financial Accounting
Standards No. 138. The interest rate swap agreement referred to above is defined
as a derivative instrument under SFAS 133. Although the Enterprise had
designated this interest rate swap agreement as a hedge since its inception on
February 1, 2000, the Enterprise did not elect to seek hedge accounting for this
agreement upon adoption of SFAS 133. Accordingly, during the three months ended
December 31, 2001 and 2000, the Enterprise recognized other income of $200,000
and other expense of $700,000, respectively, attributed to the effect of
interest rate changes on the interest rate swap agreement.

Liquidity and Capital Resources

As of December 31, 2001, we held cash and cash equivalents of $122.7 million.
Our principal sources of liquidity have consisted of cash provided by operating
activities and debt financing. Cash provided by operating activities was $19.4
million in the three months ended December 31, 2001 compared to $25.6 million in
the three months ended December 31, 2000. The decrease of $6.2 million was due
primarily to the decrease in net income to $20.0 million in the three months
ended December 31, 2001 from $23.5 million in the three months ended December
31, 2000.

Cash used in investing activities in the three months ended December 31, 2001
for capital expenditures totaled $33.3 million. The Enterprise received $74.6
million from the sale of short-term investments in the three months ended
December 31, 2001. Cash used in investing activities in the three months ended
December 31, 2000 was primarily for capital expenditures and totaled $2.6
million.

Our outstanding revolving credit facility restricts our ability to make capital
expenditures. We may not spend more than $10 million on capital expenditures and
improvements in any fiscal year for each of the Silver Star and Golden Moon
(following its opening). In addition, we are limited to a maximum construction
expenditure, exclusive of the Golden Moon project, which includes the parking
garage adjacent to the Silver Star, of $25 million during the term of this loan.
In the ordinary course of business, we will continue to maintain and improve the
Silver Star as necessary to continue to provide a competitive and attractive
facility to our customers. We intend to make capital expenditures up to the
amounts permitted under our credit facilities to maintain the property.

We had $2.6 million of restricted cash as of December 31, 2001 and September 30,
2001. The balances are required by the Boyd management agreement for employment,
workers compensation and other third party claims not otherwise covered by
insurance proceeds that may be filed or become due after the date the management
agreement was terminated. The claims reserve will survive for three years after
the date of the termination of the management agreement. Any unused portion of
the claims reserve at the end of the three-year period will become unrestricted.

Cash used in financing activities was $19.7 million in the three months ended
December 31, 2001 compared to $18.5 million in the three months ended December
31, 2000. The primary use of cash in each period was distributions to the Tribe
of $19.6 million and $13.8 million in the three months ended December 31, 2001
and 2000, respectively. During the three months ended December 31, 2000, the
Enterprise also repaid $4.7 million of long term debt.

Pursuant to the Indenture, we used a portion of the proceeds from the offering
of the notes to repay the remaining outstanding balance under the term loan and
will use the remaining proceeds (currently held as cash and short-term
investments) to finance the construction of the Golden Moon. On December 19,
2000, we entered into a $125.0 million reducing senior secured revolving credit
facility and amended our outstanding amortizing senior secured term loan. At
December 31, 2001 no amounts were drawn on this facility. We anticipate that the
revolving credit facility will remain un-drawn until March 2002, when it will
become necessary to use the proceeds from this facility, together with the net
proceeds of the offering of the notes, to complete the Golden Moon.

The terms of the notes and the revolving credit facility restrict our ability to
sell or dispose of assets, incur additional debt or contingent obligations,
extend credit, make investments, commingle our assets with the assets of other
Tribal business enterprises, require us to maintain certain financial ratios,
limit our ability to make distributions to the Tribe and limit the amount of
capital expenditures we may incur related to the Silver Star.

Through December 31, 2001, $94.9 million of the budgeted $290.6 million Golden
Moon construction has been completed through proceeds from the $200.0 million
note offering, and contributions of cash and property and equipment from the
Tribe. We anticipate the remaining $195.7 of budgeted expenditures to be
financed from cash on hand and short-term investments, which includes the
balance of the proceeds from the $200.0 million note offering and the $125.0
million revolving credit facility. The Golden Moon is expected to be completed
and opened in August 2002.

The notes contain certain covenants that restrict our ability to borrow
additional money, pay dividends or make other distributions, make investments,
create liens, enter into certain transactions with affiliates, and sell certain
assets or merge with or into another person. Under specific circumstances, the
covenant limiting our ability to make certain payments, distributions and
investments will be suspended. The indenture prescribes that the Enterprise may
make an annual distribution to the Tribe (the "Annual Service Payment") in the
amount of $55 million per year (payable in equal monthly installments), which
amount is increased annually on each September 30, commencing with September 30,
2001, by 5% per annum. Any distributions to the Tribe are made at the Tribe's
discretion, but distributions other than the Annual Service Payment (referred to
as "Restricted Payments") are limited by the covenants of the Indenture. The
most significant of such covenants limit Restricted Payments such that the
cumulative Restricted Payments from inception of the Indenture shall not exceed
50% of the Enterprise's cumulative net income (with measurement commencing on
January 1, 2001) plus $75 million. Restricted Payments are further limited by
the Indenture's requirement for the Enterprise to maintain a minimum Fixed
Charge Coverage Ratio (as defined) of 2.5 to 1 (increasing to 3.0 to 1 after
December 31, 2001), and thus limiting the Enterprise's ability to incur
additional debt to make Restricted Payments.

We believe that existing cash balances, operating cash flow and anticipated
borrowings under the credit facilities and the offering of the Notes will
provide sufficient resources to fund operations and to meet our debt payment
obligations and expected distributions to the Tribe, foreseeable capital
expenditure requirements at the Silver Star and construction, development and
opening costs of the Golden Moon.

Impact of Inflation

Absent changes in competitive and economic conditions or in specific prices
affecting the industry, we do not expect that inflation will have a significant
impact on our operations. Changes in specific prices, such as fuel and
transportation prices, relative to the general rate of inflation may have a
material adverse effect on the hotel and casino industry in general.

Regulation and Taxes

The Silver Star is subject to extensive regulation by the Choctaw Gaming
Commission and the Golden Moon will also be subject to such regulation. Changes
in applicable laws or regulations could have a significant impact on our
operations.

The Enterprise is owned by the Tribe, a federally recognized Indian Tribe
located on reservation land held in trust by the United States of America;
therefore, the Enterprise was not subject to federal or state income taxes for
the three-month periods ended December 31, 2001 or 2000, nor is it anticipated
that the Enterprise will be subject to such taxes in the future. Various efforts
have been made in the United States Congress over the past several years to
enact legislation that would subject the income of tribal business entities,
such as the Enterprise, to federal income tax. Although no such legislation has
been enacted, similar legislation could be passed in the future. A change in our
non-taxable status could have a material adverse affect on our cash flows from
operations.

Disclosure Regarding Forward-Looking Statements

Certain information included in this Quarterly report and other materials filed
or to be filed by the Enterprise with the Securities and Exchange Commission
contains forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934. Such statements include information relating to
plans for future expansion and other business development activities as well as
other capital spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements made by or on
behalf of the Enterprise. These risks and uncertainties include, but are not
limited to, those relating to development and construction activities,
dependence on existing management, leverage and debt service, domestic or global
economic conditions, pending litigation, changes in federal tax laws or the
administration of such laws and changes in gaming laws or regulations (including
the legalization of gaming in certain jurisdictions).

Item 3.  Quantitative and Qualitative Disclosure About Market Risk
--------------------------------------------------------------------------------

Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates and commodity
prices. Our primary exposure to market risk is interest rate risk associated
with our long-term debt. We had previously entered into an interest rate swap
agreement to fix the interest rate on our term loan at 8.25%. Pursuant to the
Indenture dated March 30, 2001, we used a portion of the proceeds from the
offering of the Notes to repay the remaining outstanding balance under the Loan.
Upon the prepayment of the related installment note agreement we did not settle
the existing interest rate swap agreement. At December 31, 2001, the interest
rate swap agreement had a notional amount of $40.6 million. The notional amount
does not represent amounts exchanged by the parties, and thus is not a measure
of exposure to the Enterprise. The amount exchanged is based on the notional
amount. The term of the interest rate swap agreement is through January 31,
2004. The fair value liability of our interest rate swap is based on the cash
termination value of the agreement using quotes from our counter-party and was
approximately $1.9 million at December 31, 2001.

Management has and will continue to limit our exposure to interest rate risk by
maintaining a conservative ratio of fixed rate, long-term debt to total debt
such that variable rate exposure is kept at an acceptable level and fixing
certain long-term variable rate debt through the use of interest rate swaps or
interest rate caps with appropriately matching maturities.

<PAGE>


PART II Other Information
--------------------------------------------------------------------------------

Item 1.       Legal Proceedings.

The Enterprise is subject to various claims and litigation in the normal course
of business. In the opinion of management, all pending legal matters are either
adequately covered by insurance or, if not insured, will not have a material
adverse impact on the Enterprise's financial position, results of operations or
cash flows.

On July 26, 2001, a lawsuit was filed in a Mississippi state court by Eddie
Fears, "a citizen and taxpayer", against Ronnie Musgrove, Governor of the State
of Mississippi, the Mississippi Gaming Commission and the members of the
Mississippi Gaming Commission. The lawsuit alleges that the Tribal-State Compact
entered into by the State of Mississippi and the Tribe is invalid for a number
of reasons, including that the then-Governor of the State of Mississippi did not
have the legal power to bind the State to the terms of the Compact. In 1994, the
same legal issue was addressed by the United States District Court for the
Southern District of Mississippi in Brantley Willis v. Governor Kirk Fordice, et
al., U.S.D.C. Southern District of Mississippi, Jackson Division, Civ. No.
3:93-CV-818BN (1994). The Court ruled on April 8, 1994 that the Governor had the
authority to enter into the Compact. The Tribe believes that the Federal Court's
ruling in that case was correct and that the Compact is valid. On December 18,
2001, the court denied the defendants' motion to dismiss for lack of standing to
bring the action. No further hearings on the claim have been scheduled. It is
not possible to predict the outcome of this lawsuit, and management is unable to
make a meaningful estimate of the amount or range of loss, if any, that could
result from an unfavorable outcome of this lawsuit.


Item 2.       Changes in Securities.

              None

Item 3.       Defaults Upon Senior Securities.

              None

Item 4.       Submission of Matters to a Vote of Security Holders.

              Not applicable

Note 5.       Other Information.

              None

Item 6.       Exhibits and Reports on Form 8-K:
              (a)      Exhibits.

                       None

              (b)      Reports on Form 8-K.

                       None



<PAGE>


                                   SIGNATURES
--------------------------------------------------------------------------------

Pursuant to the requirements of the Indenture, the Enterprise has duly caused
this Quarterly Report to be signed on its behalf by the undersigned thereunto
duly authorized.


Date:    February 12, 2002                Choctaw Resort Development Enterprise




                               By:  /s/ Jay Dorris
                                    ------------------------------
                                    Jay Dorris
                                    President
                                    Choctaw Resort Development Enterprise

                               By:  /s/ Michael A. Donald
                                    ------------------------------
                                    Michael A. Donald, CPA
                                    Vice President of Resort Finance
                                    Choctaw Resort Development Enterprise
                                    (Principal Financial and Accounting Officer)