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


                       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: June 30, 2004

                                       OR

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

                        Commission File Number 333-63348

                      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, Choctaw, MS       39350
                 (Address of principal executive offices)    (Zip code)

                                 (601) 663-0226
              (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 ___

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act): Yes___ No _X_


<PAGE>

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE

                            INDEX TO QUARTERLY REPORT
--------------------------------------------------------------------------------


PART I -- FINANCIAL INFORMATION

Item 1 -- Financial Statements (unaudited)

          Consolidated Balance Sheets as of June 30, 2004
          and September 30, 2003.............................................3

          Consolidated Statements of Operations and Comprehensive Income
          for the Three and Nine Months Ended June 30, 2004 and 2003.........4

          Consolidated Statement of Owner's Equity for the Nine Months
          Ended June 30, 2004................................................5

          Consolidated Statements of Cash Flows for the Nine Months Ended
          June 30, 2004 and 2003.............................................6

          Notes to Consolidated Financial Statements ........................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............27

Item 4 -- Controls and Procedures...........................................28

PART II  -- OTHER INFORMATION...............................................29

Signatures  - ..............................................................30

<PAGE>


PART I. Financial Information
  Item 1  Financial Statements

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                      June 30, 2004 and September 30, 2003

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

<TABLE>

<CAPTION>
                                                                                  June 30,          September 30,
                                                                                    2004                 2003
                                                                           -------------------  --------------------

                                         Assets
Current assets:
<S>                                                                              <C>                  <C>
    Cash and cash equivalents                                                    $ 52,812,803         $  49,712,096
    Accounts receivable (net of allowance of
      $3,192,656 and $3,092,390)                                                    3,376,998             4,811,952
    Inventories                                                                     2,283,483             2,251,395
    Prepaid expenses and other                                                      3,424,877             1,804,452
                                                                           -------------------  --------------------
             Total current assets                                                  61,898,161            58,579,895

    Property and equipment, net                                                   402,761,520           423,192,331
    Deferred loan costs, net                                                        3,956,584             4,782,154
    Other assets                                                                    3,265,294             3,414,389
                                                                           -------------------  --------------------
             Total assets                                                        $471,881,559         $ 489,968,769
                                                                           -------------------  --------------------

                             Liabilities and Owner's Equity
Current liabilities:
    Current maturities of long-term debt                                         $ 25,000,000         $  20,000,000
    Accounts payable                                                                4,288,641             6,094,984
    Construction accounts payable                                                   7,112,356             7,167,306
    Due to Tribe                                                                           60                    86
    Accrued liabilities:
      Accrued payroll and related                                                   9,666,866             8,866,960
      Accrued expenses and other liabilities                                        9,699,792             8,647,980
      Accrued interest expense                                                      4,889,436             9,723,473
                                                                           -------------------  --------------------
             Total current liabilities                                             60,657,151            60,500,789

Long term debt, net of current maturities                                         256,250,000           275,000,000

Commitments and contingencies

Owner's equity:
    Contributed capital                                                           154,974,408           154,528,735
    Retained (deficit) earnings                                                             -                     -
    Accumulated other comprehensive loss                                                    -               (60,755)
                                                                           -------------------  --------------------
             Total owner's equity                                                 154,974,408           154,467,980
                                                                           -------------------  --------------------

             Total liabilities and owner's equity                                $471,881,559         $ 489,968,769
                                                                           -------------------  --------------------

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

                                       3
<PAGE>


                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
           For the Three and Nine Months Ended June 30, 2004 and 2003
--------------------------------------------------------------------------------


<TABLE>

<CAPTION>
                                                        Three Months Ended                    Nine Months Ended
                                                               June 30,                             June 30,
                                                 ---------------------------------   ------------------------------------
                                                      2004              2003               2004               2003
                                                 ----------------  ---------------   -----------------  -----------------
Revenue:
<S>                                                  <C>              <C>               <C>                 <C>
    Casino                                           $63,639,028      $65,633,685       $ 202,497,495       $197,613,301
    Food & beverage                                    8,257,385        7,926,909          24,724,891         23,559,304
    Rooms                                              4,604,420        4,433,946          12,616,196         11,912,443
    Other                                              5,483,889        5,246,760          11,643,441         12,158,023
                                                 ----------------  ---------------   -----------------  -----------------
             Gross revenue                            81,984,722       83,241,300         251,482,023        245,243,071
    Less: promotional allowances                      (8,875,450)      (8,922,037)        (26,730,603)       (26,700,709)
                                                 ----------------  ---------------   -----------------  -----------------
             Net revenue                              73,109,272       74,319,263         224,751,420        218,542,362
                                                 ----------------  ---------------   -----------------  -----------------

Costs and expenses:
    Casino                                            17,936,515       19,448,096          57,355,997         62,467,438
    Food & beverage                                    2,926,575        3,629,595           8,758,307         10,184,984
    Rooms                                                832,842        1,232,150           2,417,886          3,333,069
    Other                                              3,194,083        3,200,651           7,702,361          7,890,117
    Selling, general, and administrative              17,549,658       17,083,072          52,008,362         50,142,620
    Maintenance and utilities                          2,661,146        2,180,795           7,403,558          6,791,818
    Depreciation                                       7,924,662        7,805,939          23,830,866         22,684,871
                                                 ----------------  ---------------   -----------------  -----------------
             Total                                    53,025,481       54,580,298         159,477,337        163,494,917
                                                 ----------------  ---------------   -----------------  -----------------

Operating income                                      20,083,791       19,738,965          65,274,083         55,047,445
                                                 ----------------  ---------------   -----------------  -----------------

Other income (expense):
    Interest income                                       22,606           20,878              74,289            129,101
    Interest expense                                  (5,837,023)      (6,290,733)        (17,797,833)       (18,828,842)
    Other income                                               -          180,222              56,259            667,690
                                                 ----------------  ---------------   -----------------  -----------------
             Total                                    (5,814,417)      (6,089,633)        (17,667,285)       (18,032,051)
                                                 ----------------  ---------------   -----------------  -----------------

Net income                                            14,269,374       13,649,332          47,606,798         37,015,394

Other comprehensive income                                     -           43,758              60,755            128,690
                                                 ----------------  ---------------   -----------------  -----------------

Comprehensive income                                 $14,269,374      $13,693,090         $47,667,553        $37,144,084
                                                 ----------------  ---------------   -----------------  -----------------

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

                                       4
<PAGE>


                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                    CONSOLIDATED STATEMENT OF OWNER'S EQUITY
                                   (UNAUDITED)
                     For the Nine Months Ended June 30, 2004

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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

<S>                                         <C>                     <C>               <C>              <C>
Balances, September 30, 2003                $154,528,735            $      -          $  (60,755)      $154,467,980

    Net income                                         -          47,606,798                   -         47,606,798
    Contributed capital                          890,875                   -                   -            890,875
    Distributions                               (445,202)        (47,606,798)                  -        (48,052,000)
    Reclassification adjustment
      under SFAS 133                                   -                   -              60,755             60,755
                                        -----------------  ------------------  ------------------  -----------------


Balances, June 30, 2004                     $154,974,408            $      -             $     -       $154,974,408
                                        -----------------  ------------------  ------------------  -----------------

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

                                       5
<PAGE>

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                For the Nine Months Ended June 30, 2004 and 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                            June 30,
                                                                              ---------------        --------------
                                                                                   2004                   2003
                                                                              ---------------        --------------

Cash flows from operating activities:
<S>                                                                              <C>                  <C>
      Net income                                                                 $ 47,606,798         $ 37,015,394
      Adjustments to reconcile net income to net cash
        provided by operating activities:
      Depreciation and amortization                                                24,717,191           23,598,222
      Loss on disposal of property and equipment                                    1,046,947                2,205
      Change in operating assets and liabilities:
        Accounts receivable, net                                                    1,434,954            (764,212)
        Inventories                                                                  (32,088)            (150,795)
        Prepaid expenses and other                                                (1,620,425)            (944,438)
        Other assets                                                                   87,845            (802,480)
        Accounts payable and due to Tribe                                         (1,806,369)          (3,863,301)
        Accrued liabilities                                                       (2,982,319)          (3,205,717)
                                                                              ---------------        --------------
Net cash provided by operating activities                                         68,452,534           50,884,878
                                                                              ---------------        --------------
Cash flows from investing activities:
      Acquisitions of property and equipment, net of
        amounts in construction accounts payable                                  (7,219,210)         (40,131,842)
      Net proceeds from disposal of property and equipment                          2,778,508                    -
      Restricted cash                                                                       -            2,617,915
                                                                              ---------------        --------------
Net cash (used in) investing activities                                            (4,440,702)         (37,513,927)
                                                                              ---------------        --------------
Cash flows from financing activities:
      Borrowing under credit facilities                                                     -           25,000,000
      Repayment of long-term debt                                                (13,750,000)                    -
      Contributions of cash from Tribe                                                890,875              743,387
      Distributions to Tribe                                                     (48,052,000)         (62,729,288)
      Loan fees paid                                                                        -            (225,000)
                                                                              ---------------        --------------
Net cash (used in) financing activities                                          (60,911,125)         (37,210,901)
                                                                              ---------------        --------------
Net increase (decrease) in cash and cash equivalents                               3,100,707         (23,839,950)
Cash and cash equivalents at beginning of period                                  49,712,096           72,783,499
                                                                              ---------------        --------------
Cash and cash equivalents at end of period                                      $ 52,812,803         $ 48,943,549
                                                                              ---------------        --------------
Supplemental disclosure of cash flow information:
      Cash paid for interest                                                     $ 21,806,300         $ 22,668,744
                                                                              ---------------        --------------
Supplemental disclosure of non-cash investing and
   financing activities:
        Contributions of property and equipment from the Tribe                            $ -          $ 7,927,196
                                                                              ---------------        --------------
        Accounts payable for construction                                         $ 7,112,356          $ 7,522,468
                                                                              ---------------        --------------

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

                                       6

<PAGE>
                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (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.  The  operations  of the  Enterprise  are  collectively
referred to as the Pearl River  Resort.  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  has opened the Golden
Moon Hotel and Casino (the "Golden Moon") which  commenced  operations on August
26,  2002.  The Golden  Moon  operates a gaming,  hotel and  restaurant  complex
directly  across the highway from Silver Star. The Enterprise  also operates the
Dancing Rabbit Golf Club ("Dancing Rabbit"),  which opened April 1, 1997, Geyser
Falls Water Theme Park  ("Geyser  Falls"),  which  opened July 8, 2002,  and the
Choctaw Hospitality  Institute,  which opened November 9, 2001, for the training
of Pearl River  Resort  employees.  The  Dancing  Rabbit,  Geyser  Falls and the
Choctaw Hospitality  Institute were contributed to the Enterprise at the Tribe's
historical cost.

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
statement  have been  included.  Operating  results for the three and nine month
periods ended June 30, 2004 are not  necessarily  indicative of the results that
may be expected for the year ended  September  30, 2004.  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,
2003.

The consolidated  financial  statements  include the accounts of the Enterprise,
the Silver  Star,  the Golden Moon,  Geyser  Falls,  the Dancing  Rabbit and the
Choctaw  Hospitality  Institute.  All  necessary  eliminating  entries have been
recorded.

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 an original  maturity of three months or less to be
cash equivalents.

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.

                                       7
<PAGE>

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

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. The Enterprise periodically reviews the carrying value of property and
equipment to determine if circumstances exist indicating  impairment in carrying
value of the property and equipment.  If impairment is indicated,  an adjustment
will be made to the carrying value of the property and equipment.

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 $3,469,399 and $2,643,829 at June 30, 2004 and September 30, 2003,
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 3.

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,  (iii) cash to fund Golden Moon
construction and development and (iv) cash to fund  construction and development
of Geyser  Falls.  Contributed  capital is presented net of  distributions  when
distributions exceed retained earnings.

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.

                                       8
<PAGE>

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

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

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

<TABLE>
<CAPTION>

                                 Three Months Ended                     Nine Months Ended
                                       June 30,                               June 30,
                         ------------------------------------- ------------------------------------
                              2004                2003               2004                2003
                         ---------------    ------------------ -----------------    ---------------

<S>                          <C>                  <C>               <C>                <C>
Food and beverage            $5,178,866           $ 4,540,845       $15,444,279        $15,841,700
Rooms                         1,187,936               602,648         3,576,832          2,490,434
Other                           720,553               791,136         2,120,594          1,975,684
                         ---------------    ------------------ -----------------    ---------------
Total                        $7,087,355           $ 5,934,629       $21,141,705        $20,307,818
                         ---------------    ------------------ -----------------    ---------------


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


                                Three Months Ended                        Nine Months Ended
                                       June 30,                               June 30,
                         ------------------------------------- ------------------------------------
                              2004                2003               2004                2003
                         ---------------    ------------------ -----------------    ---------------

Food and beverage            $5,721,254           $ 5,435,508       $17,491,541        $16,554,747
Rooms                         2,483,670             2,663,714         7,123,132          7,688,955
Other                           670,519               822,815         2,115,923          2,457,007
                         ---------------    ------------------ -----------------    ---------------
Total                        $8,875,443           $ 8,922,037       $26,730,596        $26,700,709
                         ---------------    ------------------ -----------------    ---------------

</TABLE>

Income Taxes

The Enterprise is an  unincorporated  business  enterprise 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 or nine months ended June 30, 2004
and 2003.

Advertising Expense

Advertising  is expensed as incurred  and is included in selling,  general,  and
administrative  expense and casino costs and expenses.  Advertising  expense was
$1,921,650  and  $3,017,966  for the three  months ended June 30, 2004 and 2003,
respectively,  and  $4,130,679 and $7,227,583 for the nine months ended June 30,
2004 and 2003, 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.

                                       9
<PAGE>

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

Note 2--Property and Equipment

Property and equipment consists of the following:
<TABLE>
<CAPTION>
                                        Useful
                                         Lives             June 30,           September 30,
                                        (Years)              2004                 2003
                                    ----------------   ------------------  --------------------

<S>                                      <C>                     <C>                  <C>
Land and improvements                                       $ 16,914,879         $  16,819,796
Buildings and improvements               20-40               381,619,295           381,317,031
Golf course improvements                 5-15                  2,733,973             2,733,973
Furniture and equipment                  5-10                129,879,061           123,720,006
Aircraft                                  10                           -             4,551,215
Vehicles                                   3                   1,234,355             1,139,677
                                                       ------------------  --------------------
                                                             532,381,563           530,281,698
Less accumulated depreciation                                129,620,043           107,089,367
                                                       ------------------  --------------------
                                                           $ 402,761,520         $ 423,192,331
                                                       ------------------  --------------------

</TABLE>

On March 15,  2004 the  Enterprise  sold its 2000 model King Air  aircraft to an
unrelated third party for net sale proceeds of $2,778,508. A loss on disposal in
the amount of $944,090  representing  the  difference  between net sale proceeds
received  and the net book value of the aircraft was recorded and is included in
selling,  general and administrative  expense for the nine months ended June 30,
2004.

Note 3--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 a $75
million  term loan (the  "Loan") and to finance the  construction  of the Golden
Moon.  The Notes bear  interest  at 9.25% 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 the Enterprise's  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 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 December  29, 2000,  the  Enterprise  entered  into a $125  million  reducing
revolving  credit  facility  (the  "Facility").  The  Facility  was  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.  As of June 30, 2004, a total of $81,250,000
is drawn and  outstanding on the Facility.  The Enterprise  pays commitment fees
based on 0.5% of the  available  balance of the  Facility.  For the three months
ended June 30, 2004 and 2003, the Enterprise  paid commitment fees totaling $729
and $127,667, respectively, on the Facility. The Enterprise paid commitment fees
totaling  $9,649 and  $271,208 for the nine months ended June 30, 2004 and 2003,
respectively, on the Facility.  Outstanding advances on the Facility at June 30,
2004 bear  interest  at LIBOR  plus a margin  rate of 2.75%.  At June 30,  2004,
outstanding  advances on the Facility bore LIBOR  interest at rates ranging from
1.14% to 1.87%.  During

                                       10
<PAGE>


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

the three and nine months  ended June 30,  2004,  the  Enterprise  recorded
interest  expense  totaling  $936,834  and  $3,017,358,   respectively,  on  the
outstanding balance of the Facility. During the three and nine months ended June
30, 2003, the  Enterprise  recorded  interest  expense  totaling  $1,181,948 and
$3,361,392, respectively, on the outstanding balance of 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  began
reducing  quarterly  beginning  on  December  31,  2002,  in the amount of $6.25
million per  quarter,  until the amount of the  Facility has been reduced to $40
million.  Accordingly,  borrowing capacity available under the Facility has been
reduced to  $81,250,000,  all of which was  outstanding  at June 30,  2004.  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.

During the three  months  ended  December  31,  2002,  the  Enterprise  violated
covenants  related to the Fixed  Charge  Coverage  Ratio and the Total  Leverage
Ratio under the  Facility.  The  Enterprise  received a waiver for such covenant
violations  from the Facility  lender.  The Enterprise is required to meet these
covenants each quarter. Accordingly the Enterprise entered negotiations relating
to  modification  of these covenants with the Facility lender in order to ensure
future compliance. On March 25, 2003 the Enterprise successfully completed these
negotiations,  which resulted in modification  of terms of the credit  facility.
Based  on the  amended  terms  of the  credit  facility,  the  Enterprise  is in
compliance  with the Fixed Charge Coverage Ratio and the Total Leverage Ratio at
June 30, 2004 and  management  believes the Enterprise  will achieve  compliance
with both the Fixed Charge  Coverage  Ratio and the Total  Leverage  Ratio going
forward.  As of June 30, 2004,  management  believes  that the  Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.

Maturities of long-tem debt are as follows:

Fiscal years ending September 30,
        2004                                                   $ 6,250,000
        2005                                                    25,000,000
        2006                                                    50,000,000
        2007                                                             -
        2008                                                             -
        Thereafter                                             200,000,000
                                                      ---------------------

        Total                                                $ 281,250,000
                                                      ---------------------

The  Enterprise  entered  into an  interest  rate  swap  agreement  with a major
financial  institution  for the purpose of fixing interest rates on a term loan,
thus reducing  exposure to interest  rate  fluctuations.  At June 30, 2004,  the
Enterprise's  interest  rate swap had a notional  amount of $-0- as the interest
swap agreement terminated January 31, 2004. This agreement effectively fixed the
interest rate on the term loan at 8.25%.  The notional  amount did not represent
amounts exchanged by the parties,  and thus was not a measure of exposure to the
Enterprise. The amount exchanged was based on the notional amount. The term 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  were
recognized as an adjustment to interest expense.


                                       11
<PAGE>

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

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

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, 2003 through  June 30,  2004,  the  Enterprise
recognized  other income of $56,259 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, 2003  through  June 30,  2004 are  $60,755.  During the period
October 1, 2002 through June 30, 2003, the Enterprise recognized other income of
$667,690  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, 2002 through June 30, 2003 were $128,690.

Note 4--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
$215,000,000 at June 30, 2004 based on quoted market prices on or about June 30,
2004. At June 30, 2004, the fair value of the Facility approximates its carrying
value because of the Facility's variable interest rate.

Note 5 - Enterprise Licensing and Regulation

The Tribe,  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 6 - Related Party Transactions

Distributions to the Tribe were $16,745,000 and $13,865,000 for the three months
ended June 30, 2004 and 2003,  respectively  and $48,052,000 and $62,729,288 for
the nine  months  ended  June 30,  2004 and 2003,  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 3.

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.

                                       12
<PAGE>

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

Future Annual Service payments under the Indenture are as follows:

Fiscal years ending September 30,
          2004                                         63,669,375
          2005                                         66,852,844
          2006                                         70,195,486
          2007                                         73,705,260
          2008                                         77,390,523
                                                 -----------------

         Total                                       $351,813,488
                                                 -----------------

Employees of the  Enterprise  are provided  health and life  insurance  coverage
through  the  Tribe's  health and life  insurance  plans.  The  Enterprise  paid
$2,405,599  and  $2,300,478  to the Tribe under this  arrangement  for the three
months ended June 30, 2004 and 2003,  respectively and $7,225,460 and $7,718,261
for the nine months ended June 30, 2004 and 2003, respectively.

The  Enterprise  collects and remits to the Tribe a 7% sales tax to the Tribe on
rooms, food,  beverage,  sundry and entertainment  revenue.  The total sales tax
paid was  $447,394  and  $385,494  for the three  months ended June 30, 2004 and
2003,  respectively.  The Enterprise paid sales tax of $1,211,787 and $1,055,374
for the nine months ended June 30, 2004 and 2003, respectively. During the three
and nine months ended June 30, 2004, the  Enterprise  paid rent for office space
and purchased  certain  goods and services from the Tribe and its  businesses in
the amount of $2,099,313 and $5,794,471, respectively. During the three and nine
months  ended June 30,  2003,  the  Enterprise  paid rent for  office  space and
purchased  certain goods and services  from the Tribe and its  businesses in the
amount of $1,144,854 and $4,060,097, respectively.

The Enterprise purchases coarse paper and janitorial supplies from Choctaw Paper
Company, Inc. in the ordinary course of business. Choctaw Paper Company, Inc. is
majority owned by a member of the  Enterprises'  board of directors.  During the
three and nine months  ended June 30, 2004,  the  Enterprise  made  purchases of
$399,968 and $1,205,807  respectively,  from Choctaw Paper Company,  Inc. During
the three and nine months ended June 30, 2003, the Enterprise  made purchases of
$387,687 and $1,116,534, respectively from Choctaw Paper Company, Inc.

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 June 30,
2004 and 2003, as required under the  Tribal-State  Compact.  The Choctaw Gaming
Commission  was paid  $734,402  and $720,781 for the three months ended June 30,
2004 and 2003,  respectively,  and $2,114,452 and $2,019,506 for the nine months
ended June 30, 2004 and 2003,  respectively,  for fees  assessed at 1% of gaming
revenues per the Tribal Code and employee  licensing  fees.  Amounts paid to the
Choctaw Gaming  Commission along with amounts paid to the  Tribal/State  Tourism
fund are included in selling,  general and administrative  expense for the three
and nine-month periods ended June 30, 2004 and 2003.

                                       13
<PAGE>

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

The Enterprise paid $-0- and $310,980 to the Choctaw Development  Enterprise,  a
wholly owned  enterprise  of the Tribe,  for  construction  services  related to
development of the beach club and sand beach adjacent to Geyser Falls during the
three and nine months ended June 30, 2004.  The Choctaw  Development  Enterprise
was paid  $1,111,216  for the three and nine months  ended June 30, 2003 for the
construction  services  related to  development of the beach club and sand beach
lagoon adjacent to Geyser Falls.

During  the  three  months  and  nine  months  ended  June 30,  2004  the  Tribe
contributed  $-0- and $890,875 in cash,  respectively to fund  construction  and
development  of Geyser  Falls.  During the three and nine months  ended June 30,
2003 the Tribe  contributed  $50,000 and $743,387 in cash,  respectively to fund
construction  and development of Geyser Falls.  During the three and nine months
ended  June 30,  2003,  the Tribe  contributed  property  and  equipment  to the
Enterprise at the Tribe's cost of $6,941,034 and $7,927,196, respectively.

Note 7--Employee Benefit Plans

Employees of the  Enterprise  are eligible to  participate in the Tribe's 401(k)
plan. The  Enterprise  expensed  contributions  of $529,389 and $472,724 for the
three  months  ended June 30, 2004 and 2003,  respectively  and  $1,668,438  and
$1,528,043 for the nine months ended June 30, 2004 and 2003, respectively.

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

Note 8 --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.

Note 9--Subsequent Events

On August 2, 2004 the Enterprise distributed $2,700,000 to the Tribe.

Note 10--Recently Issued Accounting Pronouncements

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
This  interpretation  addresses the  requirements  for business  enterprises  to
consolidate  related  entities  in which they are  determined  to be the primary
economic  beneficiary  as a result of their  variable  economic  interests.  The
interpretation  is intended to provide  guidance  in judging  multiple  economic
interests  in  an  entity  and  in  determining  the  primary  beneficiary.  The
interpretation  outlines disclosure  requirements for VIEs created after January
31, 2003. The Enterprise  has reviewed its major  relationships  and its overall
economic interests with other companies  consisting of related parties and other
suppliers to determine  the extent of its variable  economic  interest in theses
parties.  The Enterprise adopted FIN 46 effective December 31, 2003. Adoption of
FIN 46 did not have any impact on the financial statements of the Enterprise.

                                       14
<PAGE>


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

In May 2003, the Financial  Accounting Standards Board issued Statement No. 150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and Equity (SFAS 150).  SFAS 150  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some circumstances). Since the Enterprise has no publicly traded equity
securities,  it is a nonpublic entity as defined by SFAS 150. Nonpublic entities
are subject to the provisions of SFAS 150 for the first fiscal period  beginning
after  December 15, 2003.  The  Enterprise  adopted the  provisions  of SFAS 150
effective March 31, 2004, which had no impact on our financial position, results
of operations or cash flows as the  Enterprise  does not have any such financial
instruments.

                                       15

<PAGE>

Item 2.
                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
              Compared to Three and Nine Months Ended June 30, 2003

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

The  following  business  overview,  discussion  and  analysis of the  financial
condition  and results of  operations  is a summary and should be read  together
with the consolidated financial statements and notes thereto and the Enterprises
prior filings.

Overview.

The Enterprise is a business enterprise of the Tribe that was created on October
12,  1999 to operate  the Silver Star and to develop and operate the Golden Moon
and  related  businesses.  Effective  July 1, 2001,  the Tribe  contributed  the
Dancing  Rabbit  to the  Enterprise  and  effective  July  8,  2002,  the  Tribe
contributed  the Geyser  Falls to the  Enterprise.  No  consideration  was or is
intended to be given to the Tribe for such  contributions.  Choctaw  Hospitality
Institute ("CHI")  officially opened November 9, 2001. CHI and its staff provide
classroom  and  hands-on  training  for  gaming,  hospitality  and  professional
employees of the Enterprise.

The Enterprise's  primary focus is casino  operations.  The other properties are
used as  amenities  to promote and make more  attractive  the casinos to new and
existing patrons. The Enterprise's primary business focus is the maximization of
casino revenue growth while minimizing operating expenses.  The Enterprise seeks
to achieve  these goals  through  aggressive  promotion of its  properties.  The
Enterprise markets the Silver Star, Golden Moon, Dancing Rabbit and Geyser Falls
under the Pearl River Resort trade name and intends to continue to promote these
collective  properties  as a  premier  regional  entertainment  and  destination
resort.

The Silver Star Hotel and Casino

The Silver Star is a full service gaming and entertainment  complex located on a
32-acre site on the Tribe's reservation.  The Silver Star, along with the Golden
Moon, are currently the only  land-based  casinos in the state.  The Silver Star
opened in July 1994 and is an  approximately  518,000 square foot facility that,
as of June 30, 2004,  featured:  a 12-story hotel with 496 rooms;  approximately
82,500 square feet of gaming space with 2,826 slot machines,  45 table games and
11 poker  tables;  approximately  30,000  square feet of meeting and  convention
space,  which also serves as a 2,000 seat live  entertainment  and sports  venue
with sky boxes; six restaurants; three lounges; three retail outlets; an arcade;
an outdoor  swimming pool; a full-service  spa;  fitness  facilities;  and guest
access to the adjacent Dancing Rabbit Golf Club and Geyser Falls.

The Golden Moon Hotel & Casino

The Golden Moon is a full service gaming and entertainment  complex located on a
15 acre site that opened on August 26, 2002. The Golden Moon,  located  directly
across from the Silver  Star,  is  connected  to the Silver Star via an enclosed
walkway bridge that spans the highway separating the two casinos.  The bridge is
enclosed and climate  controlled and features moving ramps to ease movement from
one casino to the other. The Golden Moon is an approximately 843,000 square foot
facility that, as of June 30, 2004,  featured:  a 28-story hotel with 571 rooms;
approximately  90,000 square feet of gaming and related  circulation  area space
with 1,867 slot machines and 40 table games; approximately 11,600 square feet of
meeting space; six restaurants; five lounges; approximately 8,000 square feet of
retail space;  a 315-foot tower topped by an 80-foot  geodesic  sphere housing a
restaurant  and  lounge;  an  aqua-scape,  including  fountains  and other water
effects; an indoor/outdoor  swimming pool; fitness facilities;  and guest access
to the nearby Dancing Rabbit Golf Club and Geyser Falls.

                                       16
<PAGE>

Item 2.
                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
              Compared to Three and Nine Months Ended June 30, 2003

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

Non GAAP Financial Measures

Management of the Enterprise uses EBITDA as one measure of financial performance
and  operational  efficiency.  EBITDA means  earnings  before  interest,  taxes,
depreciation,  amortization, certain non-cash expenses and certain non-recurring
items.  During the nine months ended June 30, 2004, the only  non-recurring item
was the loss on disposal of the Enterprise's aircraft. See further discussion at
Note 2 to the consolidated  financial  statements.  EBITDA is presented  because
management  believes it is widely used as a measure of operating  performance in
the gaming industry. EBITDA is not a measure under generally accepted accounting
principles  ("GAAP") and should not be construed as an  alternative to operating
income (as determined in accordance  with GAAP) as an indicator of cash flows or
a measure  of  liquidity.  All  companies  do not  calculate  EBITDA in the same
manner.  As a  result,  EBITDA  as  presented  here may not be  comparable  to a
similarly titled measure presented by other companies.

EBITDA for the three and nine months  ended June 30, 2004 was $28.0  million and
$90.0  million,  respectively  compared  to $27.5  million  and  $77.7  million,
respectively  for the three and nine months ended June 30, 2003,  an increase of
$0.5 million and $12.3 million or 1.8% and 15.8%, respectively.  As a percentage
of net  revenue,  EBITDA was 38.3% and 40.1% for the three and nine months ended
June 30, 2004, respectively,  compared to 37.1% and 35.6% for the three and nine
months ended June 30, 2003, respectively.

The accompanying table reconciles EBITDA to net income for the three and nine
months ended June 30, 2004 and 2003:

<TABLE>
<CAPTION>


                                                 Three Months Ended                            Nine Months Ended
                                                     June 30,                                       June 30,
                                 ----------------------------------------      ------------------------------------------
                                           2004                  2003                    2004                  2003
                                 --------------------   -----------------      -------------------   --------------------

<S>                                     <C>                 <C>                      <C>                    <C>
Net Income                              $ 14,269,374        $ 13,649,332             $ 47,606,798           $ 37,015,394

Depreciation                               7,924,662           7,805,939               23,830,866             22,684,871

Other income (expense)                     5,814,417           6,089,633               17,667,285             18,032,051

Loss on disposal of aircraft                       -                   -                  944,090                      -
                                 --------------------   -----------------      -------------------   --------------------

EBITDA                                  $ 28,008,453        $ 27,544,904             $ 90,049,039           $ 77,732,316
                                 --------------------   -----------------      -------------------   --------------------


</TABLE>

                                       17
<PAGE>

Item 2.
                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
              Compared to Three and Nine Months Ended June 30, 2003

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

Net  Revenues.  Net revenues  were $73.1 million for the quarter ended June
30, 2004 compared to $74.3 million for the quarter ended June 30, 2003. The $1.2
million,  or 1.6%  decrease in net revenue was  primarily  due to  decreases  in
gaming revenue offset somewhat by increases in room, food and other revenue. Net
revenues were $224.8 million for the nine months ended June 30, 2004 compared to
$218.5  million for the nine months ended June 30, 2003.  The $6.3  million,  or
2.8% increase in net revenue was primarily due to increases in gaming,  room and
food revenue attributable to improved operations of the Golden Moon, offset by a
slight decrease in other revenue.  Complimentary  revenues are included in gross
revenues but are deducted as a promotional allowance to arrive at net revenues.

Casino.  Casino revenues  decreased $2.0 million,  or 3.0%, to $63.6 million for
the quarter  ended June 30, 2004 from $65.6  million for the quarter  ended June
30, 2003. Casino revenues were $202.5 million for the nine months ended June 30,
2004  compared to $197.6  million for the nine months  ended June 30,  2003,  an
increase of $4.9 million, or 2.5%.

In early April 2004,  management  reduced the number of casino  table games from
127 to 86 in an effort to better  match our table game  offerings  with  current
customer   demand  and  to   increase   departmental   operating   efficiencies.
Accordingly, table game activity has decreased as reflected in table games drop.
The table  game drop was $41.7  million  for the  quarter  ended  June 30,  2004
compared  to table game drop of $55.7  million  for the  quarter  ended June 30,
2003.  This reflects a decrease in table activity of $14.0 million or 25.1% over
the  corresponding  period in 2003.  Table game revenue was $8.4 million for the
quarter  ended June 30, 2004 compared to $8.6 million for the quarter ended June
30,  2003,  a decrease  of $0.2  million,  or 2.3%.  The  decrease in revenue is
primarily due to the decreased table game drop offset somewhat by a higher table
game hold percentage. Table game hold percentage was 20.1% for the quarter ended
June 30, 2004 compared to 15.4% for the quarter  ended June 30, 2003.  The table
game drop was $146.9 million for the nine months ended June 30, 2004 compared to
table game drop of $159.1 million for the nine months ended June 30, 2003.  This
reflects  a  decrease  in table  activity  of  $12.2  million  or 7.7%  over the
corresponding  period in 2003. Table game revenue was $27.0 million for the nine
months ended June 30, 2004  compared to $26.9  million for the nine months ended
June 30, 2003,  an increase of $0.1  million,  or 0.4%.  The slight  increase in
revenue is  primarily  due to a higher table game hold  percentage  for the nine
months ended June 30, 2004 when compared to the nine months ended June 30, 2004.
Table game hold  percentage  was 18.4% for the nine  months  ended June 30, 2004
compared  to 16.9% for the nine  months  ended  June 30,  2003.  Table game hold
percentage  is  reasonably  predictable  over the  long-term,  but can fluctuate
significantly from quarter to quarter, affecting table games revenue.

Slot revenues were $54.6 million for the quarter ended June 30, 2004 compared to
$56.6 million for the quarter ended June 30, 2003, a decrease of $2.0 million or
3.5%.  The  decrease is due to a decrease in coin in for the quarter  ended June
30, 2004 compared to the quarter ended June 30, 2003.  Slot revenues were $173.6
million for the nine months ended June 30, 2004  compared to $169.4  million for
the nine months  ended June 30, 2003,  an increase of $4.2 million or 2.5%.  The
increase is  primarily  due to an increase in coin-in for the nine months  ended
June 30,  2004,  compared to the same period in the prior year.  The increase in
coin in during the nine months ended June 30, 2004 is primarily  attributable to
improved operations of the Golden Moon.

                                       18
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

Food and  Beverage.  For the  quarter  ended June 30,  2004,  food and  beverage
revenues were $8.3 million,  an increase of approximately $0.4 million, or 5.1%,
from $7.9 million for the quarter ended June 30, 2003.  During the quarter ended
June 30,  2004,  the Silver Star and Golden Moon turned  562,000  covers with an
average  revenue per cover of $11.02.  For the quarter ended June 30, 2003,  the
Silver Star and Golden Moon turned  523,000  covers with an average  revenue per
cover of $11.46.  For the nine months  ended June 30,  2004,  food and  beverage
revenues were $24.7 million, an increase of approximately $1.1 million, or 4.7%,
from $23.6  million for the nine  months  ended June 30,  2003.  During the nine
months  ended June 30,  2003,  the Silver Star and Golden Moon turned  1,636,000
covers with an average revenue per cover of $10.96 compared to 1,490,000  covers
with an average  revenue per cover of $11.78  during the nine months  ended June
30, 2003.

Rooms.  Room  revenues  were $4.6  million for the  quarter  ended June 30, 2004
compared  to $4.4  million  for the  quarter  ended June 30,  2003.  There was a
decrease in the average daily room rate to $52.70 for the quarter ended June 30,
2004 from $57.82 for the quarter  ended June 30, 2003.  Our  occupancy  rate was
90.7% for the  quarter  ended June 30,  2004  compared  to 80.0% for the quarter
ended June 30, 2003.  During the quarter ended June 30, 2004, 52.7% of our hotel
revenue  was  attributable  to rooms  occupied  by Silver  Star and Golden  Moon
customers on a complimentary  basis compared to 60.5% for the quarter ended June
30, 2003. Room revenues were $12.6 million and $11.9 million for the nine months
ended June 30, 2004 and 2003, respectively.

Other. Other  revenues  increased  $0.3 million to $5.5 million for the quarter
ended June 30, 2004 from $5.2 million for the quarter ended June 30, 2003. Other
revenues are  comprised  primarily of revenue from the casino's  various  retail
outlets,  the  convention  center,  fees earned from cash advances to customers,
other  miscellaneous  items,  Dancing  Rabbit,  Geyser  Falls  and  the  Choctaw
Hospitality  Institute.  The increase in other revenue is primarily attributable
to an  increase in water park  revenue  offset by  decreases  in retail and golf
revenues. Retail revenues were down $0.1 million or 8.3% to $1.1 million for the
quarter  ended June 30, 2004 compared to $1.2 million for the quarter ended June
30, 2003.  For the quarter  ended June 30, 2004 golf  revenues  from the Dancing
Rabbit Golf Club were $1.3 million, down $0.4 million or 23.5% from $1.7 million
for the  quarter  ended June 30,  2003.  The  decrease  in golf  revenue for the
quarter  is  attributable  to  decreased  golf  rounds as a result of  inclement
weather as well as a decrease in merchandise sales.  Revenue generated by Geyser
Falls was $1.9  million  for the quarter  ended June 30,  2004  compared to $1.3
million for quarter ended June 30, 2003,  and increase of $0.6 million or 46.2%.
Revenue  generated by the Choctaw  Hospitality  Institute were unchanged at $0.2
million for both the quarters  ended June 30, 2004 and 2003.  Convention  center
revenues for the quarter ended June 30, 2004 were  unchanged at $0.4 million for
both  the  quarters  ended  June 30,  2004 and  2003.  Other  revenue  including
telephone, spa charges and miscellaneous items was unchanged at $0.4 million for
both the quarters ended June 30, 2004 and 2003.

For the nine  months  ended June 30,  2004  other  revenues  were $11.6  million
compared  to $12.2  million  for the nine  months  ended June 30,  2003,  a $0.6
million  or  4.9%   decrease.   The  decrease  in  other  revenue  is  primarily
attributable  to a decrease  in revenue  generated  by the  Choctaw  Hospitality
Institute and a decrease in retail and golf revenue offset somewhat by increases
in convention  center and water park revenue.  Retail revenues were $3.4 million
for the nine months  ended June 30, 2004  compared to $3.6  million for the nine
months ended June 30, 2003, a $0.2 million or 5.6% decrease.  Golf revenues from
the Dancing  Rabbit Golf Club were $2.7  million for the nine months  ended June
30, 2004  compared to $3.1  million for the nine months  ended June 30,  2003, a
$0.4  million or 12.9%  decrease.  Revenues  generated

                                       19
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

by Geyser  Falls were $1.9  million for the nine months ended June 30, 2004
compared  to $1.3  million  for the nine  months  ended June 30,  2003.  Revenue
generated  by the Choctaw  Hospitality  Institute  was $0.4 million for the nine
months  ended June 30, 2004  compared to $1.3  million for the nine months ended
June 30,  2003.  Convention  center  revenues for the nine months ended June 30,
2004 were up $0.2  million to $1.6 million from $1.4 million for the nine months
ended  June 30,  2003.  Other  revenue  including  telephone,  spa  charges  and
miscellaneous  items were  unchanged  at $1.3  million  for both the nine months
ended June 30, 2004 and 2003.

Promotional  Allowances.  Promotional  allowances  totaled  $8.9 million for the
quarter  ended June 30, 2004,  unchanged  from  promotional  allowances  of $8.9
million for the quarter ended June 30, 2003. Promotional allowances as a percent
of casino  revenues were 14.0% for the three months ended June 30, 2004 compared
to 13.6% for the three months ended June 30, 2003.  Promotional  allowances were
$26.7  million  for  the  nine  months  ended  June  30,  2003,  unchanged  from
promotional  allowances of $26.7 for the nine months ended June 30, 2003. During
the nine months ended June 30, 2004,  promotional  allowances decreased to 13.2%
of casino revenues from 13.5%  during the nine months ended June 30, 2003.
Promotional  allowances  are used to reward  existing  guests and generate
visits from new  customers in our outer markets in an effort to increase
revenues and market share.

Costs and Expenses.  Total costs and expenses were $53.0 million for the quarter
ended June 30,  2004  compared to $54.6  million for the quarter  ended June 30,
2003, a decrease of $1.6 million or 2.9%.  Total costs and expenses  were $159.5
million for the nine months ended June 30, 2004  compared to $163.5  million for
the nine months ended June 30,  2003,  a decrease of $4.0  million or 2.4%.  The
decrease  for both  periods is primarily  attributable  to  increased  operating
efficiencies and cost control measures instituted by management.

Casino.  Casino costs and expenses were $17.9 million for the quarter ended June
30,  2004,  compared to $19.4  million for the quarter  ended June 30,  2003,  a
decrease of $1.5 million or 7.7%.  Casino costs and expenses  were $57.4 million
for the nine months ended June 30, 2004,  compared to $62.5 million for the nine
months ended June 30, 2003, a decrease of $5.1 million or 8.2%. The decrease for
both the quarter and nine-month  period is primarily  attributable  to increased
operating efficiencies, consolidation of certain casino functions and other cost
control measures instituted by management.

Food and  Beverage.  Food and  beverage  costs were $2.9 million for the quarter
ended June 30,  2004  compared to $3.6  million  for the quarter  ended June 30,
2003,  a decrease of $0.7 million or 19.4%.  Food and  beverage  costs were $8.8
million for the nine months  ended June 30, 2004  compared to $10.2  million for
the nine  months  ended June 30,  2003.  The  decrease  for both the quarter and
nine-month period is primarily attributable to increased operating efficiencies,
reduced  employee   headcount  and  food  cost  control  efforts  instituted  by
management.

Rooms.  Room costs and expenses were $0.8 million for the quarter ended June 30,
2004 compared to $1.2 million for the quarter ended June 30, 2003, a decrease of
$0.4 million or 33.3%.  Room costs and  expenses  were $2.4 million for the nine
months  ended June 30, 2004  compared to $3.3  million for the nine months ended
June 30, 2003,  a decrease of $0.9  million or 27.3%.  The decrease for both the
quarter  and  nine-month  period  is  primarily   attributable  to  management's
allocation  to  casino  expense,   a  portion  of  room  costs  associated  with
complementary rooms provided casino patrons. To a lesser extent, the decrease in
expense  is also  attributable  to  increased  operating  efficiencies,  reduced
employee headcount and room cost control efforts instituted by management.

                                       20
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

Other.  Other costs and  expenses  were $3.2  million  for both the  three-month
periods ended June 30, 2004 and 2003. Other costs and expenses were $7.7 million
for the nine months ended June 30,  2004,  compared to $7.9 million for the nine
months ended June 30, 2003, a decrease of $0.2 million,  or 2.5%. Other expenses
are  comprised  of the costs  related to the  operation of retail  outlets,  the
convention  center, the Dancing Rabbit and Geyser Falls. Golf operating expenses
were $1.2 million the three months ended June 30, 2004  compared to $1.3 million
for the three months  ended June 30, 2003.  Golf  operating  expenses  were $3.5
million for both the  nine-month  periods  ended June 30, 2004 and 2003.  Geyser
Falls operating  expenses were $1.2 million and $2.0 million,  respectively  for
the three and nine month  periods  ended June 30, 2004  compared to $1.2 million
and $1.9 million respectively for the comparable periods of the prior year.

Selling,  General and Administrative.  Selling, general and administrative costs
and expenses  were $17.5 million for the quarter ended June 30, 2004 compared to
$17.1  million for the quarter  ended June 30, 2003, an increase of $0.4 million
or 2.3%.  Selling,  general and  administrative  costs and  expenses  were $52.0
million for the nine months  ended June 30, 2004  compared to $50.1  million for
the nine months  ended June 30, 2003,  an increase of $1.9 million or 3.8%.  The
increase in selling, general and administrative expense for both the quarter and
nine months ended June 30, 2004 is primarily  attributable  to increased  direct
casino patron marketing efforts as well as other administrative costs associated
with the operation of the Golden Moon and Silver Star and the loss on disposal
related to the sale of the Enterprise's aircraft. See Note 2 to the consolidated
financial statements.

Depreciation.  Depreciation  expense was $7.9 million for the quarter ended June
30,  2004  compared  to $7.8  million  for the  quarter  ended  June  30,  2003.
Depreciation  expense was $23.8  million for the nine months ended June 30, 2004
compared to $22.7 million for the nine months ended June 30, 2003.  The increase
for both the  quarter  and nine  months  ended  are  primarily  attributable  to
additional depreciation related to property and equipment and construction costs
incurred for Golden Moon and Geyser Falls.

Operating  Income  (loss).  Operating  income was $20.1  million for the quarter
ended June 30,  2004  compared to $19.7  million for the quarter  ended June 30,
2003, an increase of $0.4 million,  or 2.0%.  Operating income was $65.3 million
for the nine months ended June 30, 2004  compared to $55.0  million for the nine
months ended June 30, 2003, an increase of $10.3 million, or 18.7%. The increase
is  primarily   attributable  to  increased  casino  revenue,   the  operational
efficiencies and cost control measures  instituted by management and to a lesser
extent, the revenue and expense variations previously discussed.

Other Income  (Expense).  Other income (expense) is comprised of interest income
minus interest expense and other expense. Other expense was $5.8 million for the
quarter  ended June 30, 2004  compared to other  expense of $6.1 million for the
quarter ended June 30, 2003,  representing a decrease in expense of $0.3 million
which is primarily attributed to a decrease in interest expense of approximately
$0.5 million and a $0.2 million  decrease in other income  related to the effect
of  interest  rate  changes on the  interest  swap  agreement.  The  decrease in
interest  expense for the quarter ended June 30, 2004 is primarily the result of
reduced  commitment fees related to the revolving  credit facility and decreased
interest  expense in  connection  with the interest rate swap  agreement.  Other
expense was $17.7  million for the nine months  ended June 30, 2004  compared to
other expense of approximately  $18.0 million for the nine months ended June 30,
2003,  representing a decrease in expense of $0.3 million which is attributed to
a decrease in interest expense of approximately $1.0 million, and a $0.6 million
decrease in other income  related to the effect of interest  rate changes on the
interest swap agreement.

                                       21
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

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
June 30,  2004 and 2003,  the  Enterprise  recognized  other  income of $-0- and
$200,000 respectively,  attributed to the effect of interest rate changes on the
interest  rate swap  agreement.  During the nine months  ended June 30, 2004 and
2003,  the  Enterprise   recognized   other  income  of  $56,000  and  $700,000,
respectively,  attributed to the effect of interest rate changes on the interest
rate swap agreement.

Critical Accounting Policies

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 recorded amount of
assets and liabilities at the date of the financial  statements and revenues and
expenses  during the period.  Significant  accounting  policies  employed by the
Enterprise,  including the use of estimates and assumptions are presented in the
Notes to the Consolidated  Financial Statements.  Management bases its estimates
on its historical experience,  together with other relevant factors, in order to
form the basis for making  judgments  which will  affect the  carrying  value of
assets and liabilities.  On an ongoing basis, management evaluates its estimates
and makes changes to carrying values as deemed  necessary and  appropriate.  The
Enterprise believes that estimates related to the following areas involve a high
degree of judgment  and/or  complexity;  the  allowance  for  doubtful  accounts
receivable,  estimated  accruals for slot  jackpots and slot club bonus  points,
self insurance  related to employee  health plans and  contingencies  related to
customer claims in the ordinary course of business.

The Enterprise maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required  payments,  which
results in bad debt  expense.  The  Enterprise  determines  the adequacy of this
allowance  by  periodically   evaluating  individual  customer  receivables  and
considering  the  customer's  financial  condition,  credit  history and current
economic   conditions.   If  the  financial   condition  of  customers  were  to
deteriorate,  resulting in an impairment of their ability to make payments,  the
Enterprise may increase the allowance.

The  Enterprise   maintains   accruals  for  health  and  workers   compensation
self-insurance,  slot  jackpots  and  slot  club  point  redemption,  which  are
classified  as  accrued  liabilities  in  the  balance  sheets.  The  Enterprise
determines  the  adequacy  of these  accruals  by  periodically  evaluating  the
historical  experience and projected  trends related to these accruals.  If such
information  indicates that these accruals are  overstated or  understated,  the
Enterprise will adjust the assumptions  utilized in the methodologies and reduce
or provide for additional accruals as appropriate.


                                       22
<PAGE>


                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

The  Enterprise  is subject to various  claims and legal actions in the ordinary
course of business. Some of these matters include personal injuries to customers
and damage to customers' personal assets. The Enterprise  estimates guest claims
and  accrues  for such  liability  based on  historical  experience  in  accrued
liabilities in the balance sheets.

Liquidity and Capital Resources

As of June 30, 2004,  the  Enterprise  held cash and cash  equivalents  of $52.8
million.  Our principal  sources of liquidity have consisted of cash provided by
operating  activities and debt financing.  Cash provided by operating activities
was $68.5  million in the nine  months  ended June 30,  2004  compared  to $50.9
million in the nine months  ended June 30, 2003.  The increase of $17.6  million
was due  primarily  to the  increase in net income to $47.6  million in the nine
months ended June 30, 2004 from $37.0  million in the nine months ended June 30,
2003.

Cash used in investing activities in the nine months ended June 30, 2004 totaled
$4.4  million of which  $7.2  million  was for  capital  expenditures  primarily
related to upgrades  and  maintenance  of the Silver Star and Golden  Moon.  The
Enterprise  received net sales  proceeds of $2.8 million  related to disposal of
its 2000 model King Air  aircraft  as  discussed  in Note 2 to the  consolidated
financial statements. Cash used in investing activities in the nine months ended
June 30,  2003  totaled  $37.5  million of which  $40.1  million was for capital
expenditures  primarily  related to construction  activities for Golden Moon and
Geyser  Falls.  During the nine  months  ended June 30,  2003 cash  provided  by
investing  activities  totaled  $2.6  million  and was the  result of changes in
restricted cash.

The Enterprise's  outstanding revolving credit facility restricts our ability to
make capital expenditures. The Enterprise 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 and Golden Moon 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.

Cash used in financing activities was $60.9 million in the nine months ended
June 30, 2004 compared to $37.2 million cash used in the nine months ended June
30, 2003. The primary use of cash in each period was distributions to the Tribe
of $48.1 million and $62.7 million in the nine months ended June 30, 2004 and
2003, respectively. Additionally, during the nine months ended June 30, 2004 the
Enterprise made repayments of long-term debt totaling $13.8 million on the
revolving credit facility. The primary source of funds provided by financing
activities during the nine months ended June 30, 2003 was $25.0 million drawn on
the revolving credit facility. In addition, during the nine months ended June
30, 2004 and 2003 the Tribe contributed cash of $0.9 million and $0.7 million,
respectively, to the Enterprise related to construction and development of
Geyser Falls. During the nine months ended June 30, 2003 the Enterprise paid
$225,000 in loan fees related the credit facility. This amount, net of
amortization, is included in Deferred loan costs at June 30, 2004 and 2003.

On August 2, 2004, the Enterprise distributed $2,700,000 to the Tribe.

                                       23
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

On December 19, 2000,  the  Enterprise  entered into a $125.0  million  reducing
senior secured  revolving credit  facility.  The Facility has a maturity date of
December 28, 2005.  Borrowings  available  under the Facility  reduce  quarterly
beginning  on December  31,  2002,  in the amount of $6.25  million per quarter,
until the amount of the facility  has been reduced to $40 million.  Accordingly,
borrowing capacity available under Facility has been reduced to $81,250,000, all
of which was  outstanding  at June 30, 2004.  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.

The  terms  of  the  notes  and  the  revolving  credit  facility  restrict  the
Enterprise's  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 and Golden Moon.

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.

During the three  months  ended  December  31,  2002,  the  Enterprise  violated
covenants  related to the Fixed  Charge  Coverage  Ratio and the Total  Leverage
Ratio under the  Facility.  The  Enterprise  received a waiver for such covenant
violations  from the Facility  lender.  The Enterprise is required to meet these
covenants each quarter. Accordingly the Enterprise entered negotiations relating
to modification of this covenant with the Facility lender in order to ensure
future compliance. On March 25, 2003 the Enterprise successfully completed these
negotiations,  which resulted in modification  of terms of the credit  facility.
Based  on the  amended  terms  of the  credit  facility,  the  Enterprise  is in
compliance  with the Fixed Charge Coverage Ratio and the Total Leverage Ratio at
June 30, 2004 and  management  believes the Enterprise  will achieve  compliance
with both the Fixed Charge  Coverage  Ratio and the Total  Leverage  Ratio going
forward.  As of June 30, 2004,  management  believes  that the  Enterprise is in
compliance with all other debt covenants under the Notes and the Facility.

                                       24
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

As of June 30, 2004 and September 30, 2003 the Tribe had outstanding liabilities
of $1.5 million and $1.9 million,  respectively,  under credit  facilities  with
$1.7 million and $2.4 million, respectively,  available in borrowings, which did
not preclude recourse to assets held by the Enterprise.

The  Enterprise  believes 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 and  foreseeable
capital expenditure requirements at the Silver Star and Golden Moon.

Presently,  the  Enterprise  has fully drawn on the  Facility  and does not have
other  existing  lines of credit  available  for use.  The  Enterprise  does not
anticipate the need for further credit  availability in the short-term.  However
in the event that short-term credit is desired,  the Enterprise believes that it
could  obtain  such  financing  on  favorable  terms  from  commercial   lending
institutions.

The following  table presents the long-term  debt  maturities and future minimum
lease payments under non-cancellable leases at June 30, 2004.


<TABLE>
<CAPTION>

                Fiscal years ending September 30,

                ----------------------------------------------------------------------------------------------
                 2004          2005          2006        2007         2008       Thereafter       Total
                ------------ ------------- ------------ ------------ ----------- -------------- --------------

<S>             <C>          <C>           <C>                  <C>         <C>   <C>           <C>
Long-term debt  $ 6,250,000  $ 25,000,000  $50,000,000          $ -         $ -   $200,000,000  $ 281,250,000
Operating leases    132,028       141,590            -            -           -              -        273,618

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

                $ 6,382,028  $ 25,141,590  $50,000,000          $ -         $ -   $200,000,000  $ 281,523,618
                ============ ============= ============ ============ =========== ============== ==============

</TABLE>

Additionally  and in accordance  with the Tribal law, the Enterprise is required
to remit to the Choctaw  Gaming  Commission  a monthly fee equal to 1% of gaming
revenues.  Also, and in accordance with the Tribal-State  Compact the Enterprise
is required to provide $250,000 annually to the Tribal-State  Tourism Fund to be
used for advertising and tourism promotional activities.

Recently Issued Accounting Pronouncements

In January  2003,  the  Financial  Accounting  Standards  Board issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
This  interpretation  addresses the  requirements  for business  enterprises  to
consolidate  related  entities  in which they are  determined  to be the primary
economic  beneficiary  as a result of their  variable  economic  interests.  The
interpretation  is intended to provide  guidance  in judging  multiple  economic
interests  in  an  entity  and  in  determining  the  primary  beneficiary.  The
interpretation  outlines disclosure  requirements for VIEs created after January
31, 2003. The Enterprise  has reviewed its major  relationships  and its overall
economic interests with other companies  consisting of related parties and other
suppliers to determine  the extent of its variable  economic  interest in theses
parties.  The Enterprise adopted FIN 46 effective December 31, 2003. Adoption of
FIN 46 did not have any impact on the financial statements of the Enterprise.

                                       25
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Nine Months Ended June 30, 2004
        Compared to Three and Nine Months Ended June 30, 2003 (Continued)

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

In May 2003, the Financial  Accounting Standards Board issued Statement No. 150,
Accounting  for  Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities  and Equity (SFAS 150).  SFAS 150  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some circumstances). Since the Enterprise has no publicly traded equity
securities,  it is a nonpublic entity as defined by SFAS 150. Nonpublic entities
are subject to the provisions of SFAS 150 for the first fiscal period  beginning
after  December 15, 2003.  The  Enterprise  adopted the  provisions  of SFAS 150
effective March 31, 2004, which had no impact on our financial position, results
of operations or cash flows as the  Enterprise  does not have any such financial
instruments.

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 and Golden  Moon are  subject to  extensive  regulation  by the
Choctaw Gaming Commission.  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  or nine  month  periods  ended  June  30,  2004 or  2003,  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).

                                       26

<PAGE>


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.  The Enterprise's  primary exposure to market risk is interest rate risk
associated with our long-term  debt. The Enterprise 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,  the  Enterprise  did not  settle  the  existing  interest  rate swap
agreement.  At June 30, 2004,  the interest  rate swap  agreement had a notional
amount of $-0- as the interest rate swap agreement  terminated January 31, 2004.
The notional amount did not represent amounts exchanged by the parties, and thus
was not a measure of exposure to the Enterprise.  The amount exchanged was based
on the notional  amount.  The fair value liability of our interest rate swap was
based on the cash  termination  value of the  agreement  using  quotes  from our
counter-party  and was $-0- at June 30, 2004. If the floating rate had increased
25 basis points,  interest  expense  under the swap  agreement for the three and
nine  months  ended June 30,  2004  would  have been  lower by $-0- and  $3,375,
respectively.  Additionally,  current  borrowings  under  the  revolving  credit
facility  bear  interest at the LIBOR base rate plus a margin rate of 2.75%.  If
the LIBOR base rate had  increased 25 basis points,  interest  expense under the
revolving  credit  facility would been higher by $54,991 and $174,514 during the
three and nine months ended June 30, 2004, respectively.

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.


                                       27
<PAGE>

Item 4. Controls and Procedures

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

The Enterprise maintains disclosure controls and procedures that are designed to
ensure that  information  required to be disclosed in the  Enterprise's  reports
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), 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 the Enterprise's  management,  including its Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding required  disclosure.  Management  necessarily applied its judgment in
assessing the costs and benefits of such controls and procedures which, by their
nature, can provide only reasonable  assurance  regarding  management's  control
objectives.

As of the end of the period covered by this Form 10-Q,  the  Enterprise  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Enterprise management,  including the Enterprise's Chief Executive Officer along
with the  Enterprise's  Chief Financial  Officer,  of the  effectiveness  of the
design and  operation of the  Enterprise's  disclosure  controls and  procedures
pursuant  to  Exchange  Act  Rule  13a-15(e)  and 15d -  15(e).  Based  upon the
foregoing,  the Enterprise's Chief Executive Officer along with the Enterprise's
Chief Financial Officer concluded that the Enterprise's  disclosure controls and
procedures  provide  reasonable   assurance  that  information  required  to  be
disclosed  by the  Enterprise  in  reports  that it files or  submits  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified in the  Securities and Exchange  Commission  rules and forms.
There have been no significant changes in the Enterprise's  internal controls or
in other factors which could  significantly  affect internal controls subsequent
to the date the Enterprise carried out its evaluation.


                                       28
<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.

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





                                       29
<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: August 13, 2004             Choctaw Resort Development Enterprise


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

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











                                       30
<PAGE>


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

                           CERTIFICATION OF PRESIDENT

I, Jay Dorris, certify that:

1. I have  reviewed  this  quarterly  report  on  Form  10-Q of  Choctaw  Resort
Development Enterprise;

2. Based on my  knowledge,  this  quarterly  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 quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

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

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls  to  be  designed  under  our  supervision,  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 quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

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

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls which are reasonably  likely to adversely affect
the  registrant's  ability to record,  process,  summarize and report  financial
information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

August 13, 2004

                                    /s/ Jay Dorris
                                    --------------
                                        Jay Dorris
                                        President (Principal Executive Officer)



                                       31
<PAGE>


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

                CERTIFICATION OF VICE PRESIDENT OF RESORT FINANCE

I, Michael A. Donald, certify that:

1. I have  reviewed  this  quarterly  report  on  Form  10-Q of  Choctaw  Resort
Development Enterprise;

2. Based on my  knowledge,  this  quarterly  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 quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

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

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls  to  be  designed  under  our  supervision,  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 quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting; and

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

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls which are reasonably  likely to adversely affect
the  registrant's  ability to record,  process,  summarize and report  financial
information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

August 13, 2004
                                      /s/ Michael A. Donald
                                          ----------------------
                                          Michael A. Donald
                                          Vice President of Resort Finance
                                          (Principal Financial and Accounting
                                          Officer)



                                       32