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: March 31,
                                      2002

                                       OR

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

                      Commission File Number _____________

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

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

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

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

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

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

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

                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE

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


PART I -- FINANCIAL INFORMATION

Item 1 -- Financial Statements

<TABLE>
<CAPTION>

<S>       <C>                                                                            <C>
          Balance Sheets as of March 31, 2002 (unaudited) and September 30, 2001............3

          Statements of Operations and Comprehensive Income for the Three and Six Months
          Ended March 31, 2002 and 2001 (unaudited).........................................4

          Statement of Owner's Equity for the Six Months Ended March 31, 2002 (unaudited)...5

          Statements of Cash Flows for the Six Months Ended March 31, 2002 and
          2001 (unaudited)..................................................................6

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

Item 2 -- Management's Discussion and Analysis of Financial Condition and
               Results of Operations.......................................................15

Item 3 -- Quantitative and Qualitative Disclosure of Market Risk...........................22


PART II  -- OTHER INFORMATION..............................................................23

Signatures  -..............................................................................24

</TABLE>

<PAGE>

PART I. Financial Information
  Item 1  Financial Statements

<TABLE>
<CAPTION>

                                        CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                                  BALANCE SHEETS
                                      March 31, 2002 and September 30, 2001

                                                                                     March 31,              September 30
                                                                                       2002                     2001
                                                                               ----------------------  -----------------------
                                                                                    (Unaudited)
                                                 Assets
<S>                                                                                     <C>                     <C>
Current assets:
    Cash and cash equivalents                                                           $ 74,244,394            $  81,822,543
    Short-term investments                                                                         -               81,949,037
    Accounts receivable (net of allowance of
       $2,130,050 and $1,685,009)                                                          2,858,356                3,085,106
    Inventories                                                                            1,578,386                1,517,052
    Prepaid expenses and other                                                             2,628,947                1,784,209
                                                                               ----------------------  -----------------------
               Total current assets                                                       81,310,083              170,157,947

    Property and equipment, net                                                          305,951,716              206,222,932
    Restricted cash                                                                        2,595,618                2,568,256
    Deferred loan costs, net                                                               6,126,475                6,595,249
    Other assets                                                                             679,848                1,302,131
                                                                               ----------------------  -----------------------
               Total assets                                                             $396,663,740            $ 386,846,515
                                                                               ----------------------  -----------------------

                                     Liabilities and Owner's Equity
Current liabilities:
    Current maturities of long-term debt                                                   $ 300,000              $   300,000
    Accounts payable                                                                       1,243,660                2,519,767
    Construction accounts payable                                                         15,963,989               15,883,132
    Due to Tribe                                                                           3,376,019                   81,401
    Accrued liabilities:
       Accrued payroll and related                                                         5,155,101                5,247,757
       Accrued expenses and other liabilities                                              7,500,068                7,991,053
       Accrued interest expense                                                            9,622,319                9,597,633
                                                                               ----------------------  -----------------------
               Total current liabilities                                                  43,161,156               41,620,743

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

Commitments and contigencies                                                                       -                        -

Owner's equity:
    Contributed capital                                                                  181,552,126              181,552,126
    Retained earnings (deficit)                                                          (27,733,918)             (35,932,309)
    Accumulated other comprehensive loss                                                    (315,624)                (394,045)
                                                                               ----------------------  -----------------------
               Total owner's equity                                                      153,502,584              145,225,772
                                                                               ----------------------  -----------------------

               Total liabilities and owner's equity                                     $396,663,740            $ 386,846,515
                                                                               ----------------------  -----------------------

</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                              CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                       STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   For the Three and Six Months Ended March 31, 2002 and 2001

                                                         Three Months Ended                        Six Months Ended
                                                             March 31,                                March 31,
                                              ---------------------------------------  ----------------------------------------
                                                     2002                2001                 2002                 2001
                                              -------------------  ------------------  -------------------  -------------------
                                                 (Unaudited)          (Unaudited)         (Unaudited)          (Unaudited)
<S>                                                 <C>                 <C>                  <C>                  <C>
Revenue:
    Casino                                          $ 59,140,612        $ 60,305,943         $112,655,885         $113,613,824
    Food & beverage                                    5,585,286           5,327,982           10,992,952           10,232,945
    Rooms                                              2,113,050           2,077,273            4,103,735            4,145,503
    Other                                              1,946,001           2,195,163            4,047,063            4,552,795
                                              -------------------  ------------------  -------------------  -------------------
               Gross revenue                          68,784,949          69,906,361          131,799,635          132,545,067
    Less: promotional allowances                      (5,716,902)         (5,804,552)         (11,537,840)         (11,287,003)
                                              -------------------  ------------------  -------------------  -------------------
               Net revenue                            63,068,047          64,101,809          120,261,795          121,258,064
                                              -------------------  ------------------  -------------------  -------------------

Costs and expenses:
    Casino                                            15,153,750          15,519,490           31,023,127           31,333,837
    Food & beverage                                    1,952,819           1,653,119            3,556,261            3,450,887
    Rooms                                                362,355             475,048              716,998              712,169
    Other                                              1,504,953           1,665,648            3,460,035            3,346,805
    Selling, general, and administrative               8,713,401           7,801,642           18,555,138           16,006,174
    Maintenance and utilities                          1,207,677           1,282,630            2,563,727            2,455,483
    Depreciation                                       3,541,494           3,155,853            7,027,912            6,157,030
                                              -------------------  ------------------  -------------------  -------------------
               Total                                  32,436,449          31,553,430           66,903,198           63,462,385
                                              -------------------  ------------------  -------------------  -------------------

Operating income                                      30,631,598          32,548,379           53,358,597           57,795,679
                                              -------------------  ------------------  -------------------  -------------------

Other income (expense):
    Interest income                                      338,489             393,146            1,501,262              673,392
    Interest expense, net of interest
     capitalized                                      (3,100,440)         (1,574,010)          (7,243,626)          (2,975,665)
    Other income (expense)                             3,542,971            (737,457)           3,788,213           (1,402,014)
                                              -------------------  ------------------  -------------------  -------------------
               Total                                     781,020          (1,918,321)          (1,954,151)          (3,704,287)
                                              -------------------  ------------------  -------------------  -------------------

Net income                                            31,412,618          30,630,058           51,404,446           54,091,392

Other comprehensive income (loss)                         39,681              36,680               78,421             (469,316)
                                              -------------------  ------------------  -------------------  -------------------

Comprehensive income                                $ 31,452,299        $ 30,666,738         $ 51,482,867         $ 53,622,076
                                              -------------------  ------------------  -------------------  -------------------

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

</TABLE>


                                       4
<PAGE>




<PAGE>

<TABLE>
<CAPTION>


                                          CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                               STATEMENT OF OWNER'S EQUITY
                                       For the Six Months Ended March 31, 2002
                                                     (Unaudited)

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

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

    Net income                                          -            51,404,446                      -             51,404,446
    Contributed capital                                 -                     -                      -                      -
    Distributions                                       -           (43,206,055)                     -            (43,206,055)
    Reclassification adjustment
      under SFAS 133                                    -                     -                 78,421                 78,421
                                      --------------------   -------------------   --------------------   --------------------


Balances, March 31, 2002                    $ 181,552,126         $ (27,733,918)          $   (315,624)         $ 153,502,584
                                      --------------------   -------------------   --------------------   --------------------

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                       5
<PAGE>

<PAGE>

<TABLE>
<CAPTION>


                                           CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                                                 STATEMENTS OF CASH FLOWS
                                       For the Six Months Ended March 31, 2002 and 2001

                                                                                Six Months Ended
                                                                                    March 31,
                                                                   ----------------------------------------------
                                                                           2002                    2001
                                                                   ----------------------  ----------------------
                                                                      (Unaudited)             (Unaudited)

<S>                                                                       <C>               <C>
Cash flows from operating activities:
    Net income                                                            $  51,404,446    $  54,091,392
    Adjustments to reconcile net income to net cash
       provided by operating activities:
    Cumulative effect of accounting change                                           --         (541,847)
    Depreciation and amortization                                             7,060,031        6,726,816
    Gain on disposal of property and equipment                                 (470,924)              --
    Change in operating assets and liabilities:
       Accounts receivable, net                                                 226,750         (309,389)
       Inventories                                                              (61,334)         (70,519)
       Prepaid expenses and other                                              (844,738)        (763,792)
       Other assets                                                             622,283           50,735
       Accounts payable and due to Tribe                                     (2,482,704)      (1,381,301)
       Accrued liabilities                                                     (558,955)       3,395,840
                                                                          -------------    -------------
Net cash provided by operating activities                                    54,894,855       61,197,935
                                                                          -------------    -------------

Cash flows from investing activities:
    Acquisitions of property and equipment, net of
       amounts in construction accounts payable                            (102,284,985)     (10,656,326)
    Proceeds from disposal of property and equipment                            571,710               --
    Proceeds from sale/maturity of short term investments                    82,513,481               --
    Restricted cash                                                             (27,362)    (206,698,841)
                                                                          -------------    -------------
Net cash used in investing activities                                       (19,227,156)    (217,355,167)
                                                                          -------------    -------------

Cash flows from financing activities:
    Proceeds from issuance of bonds                                                  --      200,000,000
    Repayment of long-term debt                                                      --       (9,375,000)
    Contributions of cash from Tribe                                                 --       21,794,027
    Distributions to Tribe                                                  (43,206,055)     (42,159,811)
    Loan fees paid                                                              (39,793)      (5,153,646)
                                                                          -------------    -------------
Net cash (used in) provided by financing activities                         (43,245,848)     165,105,570
                                                                          -------------    -------------

Net (decrease) increase in cash and cash equivalents                         (7,578,149)       8,948,338
Cash and cash equivalents at beginning of period                             81,822,543       34,779,920
                                                                          -------------    -------------
Cash and cash equivalents at end of period                                $  74,244,394    $  43,728,258
                                                                          -------------    -------------

Supplemental disclosure of cash flow information:
    Cash paid for interest                                                $  10,550,888    $   2,366,572
                                                                          -------------    -------------
Supplemental disclosure of non-cash investing and financing activities:
       Contributions of property and equipment from Tribe                 $          --    $   3,156,740
                                                                          -------------    -------------
       Due to Tribe for property and equipment                            $          --    $     816,468
                                                                          -------------    -------------
       Contributions of other assets from Tribe                           $          --    $   1,843,927
                                                                          -------------    -------------
       Accounts payable for construction                                  $  15,963,989    $          --
                                                                          -------------    -------------
       Exchange of property and equipment for a
          note due to Tribe                                               $   4,501,215    $          --
                                                                          -------------    -------------


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


                                       6
<PAGE>

</TABLE>



<PAGE>


                      CHOCTAW RESORT DEVELOPMENT ENTERPRISE
                          NOTES TO 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. Prior to July 1, 2001, the Silver Star Hotel and Casino
(the "Silver Star") was the sole operating entity of the Enterprise. The Silver
Star commenced operations of a gaming, hotel, conference center and restaurant
complex near Philadelphia, Mississippi on trust lands of the Tribe on July 1,
1994. In addition, the Enterprise is currently developing a second hotel and
casino, the Golden Moon (the "Golden Moon"), to be located adjacent to the
Silver Star.

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

Basis of Presentation

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

Effective July 1, 2001, the Tribe contributed Dancing Rabbit Golf Club (the
"Dancing Rabbit") to the Enterprise. Prior to its contribution to the
Enterprise, the Dancing Rabbit operated as a separate, wholly owned
unincorporated business enterprise of the Tribe. Due to common control of the
Dancing Rabbit and the Enterprise the contribution was accounted for as a
reorganization of entities under common control. The financial statements of the
Enterprise for all periods are presented as if the contribution described above
occurred at the beginning of the earliest period presented and include the
accounts of the Enterprise and the Dancing Rabbit on a historical cost basis, in
a manner similar to a pooling of interests.


Cash and Cash Equivalents

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


                                       7
<PAGE>

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

Short-term Investments

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

Inventories

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

Property and Equipment

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

Deferred Loan Costs

Deferred loan costs consist of costs incurred in the issuance of long-term debt.
Amortization of deferred loan costs is computed using the interest method over
the stated maturity of long-term debt. Accumulated amortization of the deferred
loan costs is $1,074,508 and $565,941 at March 31, 2002 and September 30, 2001,
respectively.

Accounting for Derivative Instruments and Hedging Activities

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

Contributed Capital

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

Casino and Other Revenue

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

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


                                       8
<PAGE>

<TABLE>
<CAPTION>

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



                                             Three Months Ended                        Six Months Ended
                                                  March 31,                               March 31,
                                     ------------------------------------   ---------------------------------------
                                           2002               2001                2002                 2001
                                     -----------------  -----------------   ------------------   ------------------

<S>                                       <C>                <C>                   <C>                  <C>
Food and beverage                         $ 4,122,710        $ 4,080,382           $8,288,803           $7,963,296
Rooms                                         832,560            734,202            1,687,263            1,679,558
Other                                         460,844            540,682            1,042,843            1,267,293
                                     -----------------  -----------------   ------------------   ------------------
Total                                     $ 5,416,114        $ 5,355,266          $11,018,909          $10,910,147
                                     -----------------  -----------------   ------------------   ------------------

</TABLE>



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

<TABLE>
<CAPTION>
                                              Three Months Ended                      Six Months Ended
                                                  March 31,                               March 31,
                                    ------------------------------------   ---------------------------------------

                                          2002               2001                2002                 2001
                                    -----------------  -----------------   ------------------   ------------------


<S>                                       <C>                <C>                   <C>                  <C>
Food and beverage                         $ 4,314,563        $ 4,285,128           $8,330,863           $7,790,323
Rooms                                       1,217,559          1,271,357            2,470,294            2,498,931
Other                                         184,780            248,067              736,683              997,749

                                    -----------------  -----------------   ------------------   ------------------
Total                                     $ 5,716,902        $ 5,804,552          $11,537,840          $11,287,003
                                    -----------------  -----------------   ------------------   ------------------

</TABLE>

Income Taxes

The Enterprise is a business enterprise owned by the Mississippi Band of Choctaw
Indians, a federally recognized Indian Tribe located on reservation land held in
trust by the United States of America; therefore, the Enterprise was not subject
to federal or state income taxes for the three or six months ended March 31,
2002 and 2001.

Advertising Expense

Advertising is expensed as incurred and is included in selling, general, and
administrative expense and casino costs and expenses. Advertising expense was
$585,771 and $1,054,415 for the three months ended March 31, 2002 and 2001,
respectively, and $1,701,878 and $2,549,082 for the six months ended March 31,
2002 and 2001, 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 FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)


Preopening Expenses

Preopening costs are expensed as incurred and are included in selling, general,
and administrative cost. Preopening costs incurred during the three months ended
March 31, 2002 and 2001 were $114,808 and $-0-, respectively. Preopening costs
incurred during the six months ended March 31, 2002 and 2001 were $440,582 and $
-0-, respectively.


<TABLE>
<CAPTION>



Note 2--Property and Equipment

Property and equipment consists of the following:


                                                     Useful
                                                     Lives                March 31,             September 30
                                                    (Years)                  2002                   2001
                                               -------------------   ---------------------   --------------------

<S>                                                  <C>                      <C>                    <C>
Land and improvements                                                        $ 16,799,809            $16,799,809
Buildings and improvements                           20-40                    127,672,682            124,375,524
Golf course improvements                              5-15                      2,723,984              2,723,984
Furniture and equipment                               5-10                     71,984,159             63,447,006
Aircraft                                               10                       4,551,215                      -
Vehicles                                               3                        1,044,625                928,407
                                                                     ---------------------   --------------------
                                                                              224,776,474            208,274,730
Less accumulated depreciation                                                  72,430,727             65,804,004
                                                                     ---------------------   --------------------
                                                                              152,345,747            142,470,726
Construction in progress                                                      153,605,969             63,752,206
                                                                     ---------------------   --------------------
                                                                             $305,951,716          $ 206,222,932
                                                                     ---------------------   --------------------

</TABLE>

At March 31, 2002, construction in progress consists of $148,493,249 incurred
related to the development of the Golden Moon which includes $5,066,286 of
interest capitalized as of March 31, 2002. The Enterprise capitalized interest
in the amount of $2,415,362 and $3,840,515 in the three and six months ended
March 31, 2002, respectively.

Note 3--Restricted Cash

The Enterprise had $ 2,595,618 and $ 2,568,256 of restricted cash as of March
31, 2002 and September 30, 2001, respectively. The balances at March 31, 2002
and September 30, 2001 are required by the Management Agreement for employment,
workers compensation and other third party claims not otherwise covered by
insurance proceeds (the "Claims Reserve") that may be filed or become due after
the Management Agreement termination date. The Claims Reserve will survive for
three years after the Termination Agreement and is governed by the terms of the
Management Agreement. Any unused portion of the Claims Reserve at the end of the
three-year period will become unrestricted.

Note 4--Long-Term Debt

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


                                       10
<PAGE>

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


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

On December 29, 2000, the Enterprise entered into a $125 million reducing
revolving credit facility (the "Facility). The Facility will be used by the
Enterprise to (i) finance the construction of the Golden Moon, (ii) provide
working capital, (iii) finance permitted capital expenditures, and (iv) for
general purposes of the Enterprise. At March 31, 2002, there were no amounts
drawn on the Facility. For the three and six months ended March 31, 2002, the
Enterprise paid commitment fees totaling $145,347 and $320,694, respectively, on
the Facility.

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

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

As of March 31, 2002, management believes that the Enterprise is in compliance
with all debt covenants under the Notes and the Facility.

The Enterprise entered into an interest rate swap agreement for the purpose of
fixing interest rates on the term loan which was retired with proceeds from the
notes, thus reducing exposure to interest rate fluctuations. At March 31, 2002,
the Enterprise's interest rate swap had a notional amount of $35,937,500. This
agreement effectively fixed the interest rate on the term loan at 8.25%. The
notional amount does not represent amounts exchanged by the parties, and thus is
not a measure of exposure to the Enterprise. The amount exchanged is based on
the notional amount. The term of the interest rate swap agreement is through
January 31, 2004. As discussed above, the 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 are recognized as an adjustment to
interest expense. The agreement is with a major financial institution, which is
expected to fully perform under the terms of the agreement.

Effective October 1, 2000, the Enterprise adopted SFAS 133. The interest rate
swap agreement described above is defined as a derivative instrument under SFAS
133. In accordance with the transition provisions of SFAS 133, the Enterprise
recorded a cumulative-effect-type transition adjustment of $541,847 in other
comprehensive loss and in accrued expenses and other liabilities to recognize
the fair value of the Enterprise's liability under this swap agreement on
October 1, 2000. Although the Enterprise had designated this swap agreement as a
hedge since its inception on February 1, 2000, the Enterprise did not elect to
seek hedge accounting for this agreement upon adoption of SFAS 133. Accordingly,
during the period from October 1, 2001 through March 31, 2002, the Enterprise
recognized other income of $739,965 and a related decrease in accrued expenses
and other liabilities representing the effect during this period of interest
rate changes. Reclassifications to other comprehensive income during the period
from October 1, 2001 through March 31, 2002 are $78,421.


                                       11
<PAGE>

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


Note 5--Fair Value of Financial Instruments

The carrying values of the Enterprise's cash and cash equivalents, accounts
receivable, note payable, and accounts payable approximate fair value because of
the short maturity of those instruments. Estimated fair value of the Notes is
$208,000,000 at March 31, 2002 based on quoted market prices on or about March
31, 2002.

Fair value of the Enterprise's interest rate swap agreement is based on the
termination value of the agreement using quotes from the Enterprise's
counterparty. The fair value liability of the Enterprise's interest rate swap at
March 31, 2002 was $1,414,460 and is included in accrued expenses and other
liabilities.

Note 6--Enterprise Licensing and Regulation

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

Note 7--Related Party Transactions

Net distributions to the Tribe were $23,574,837 and $28,395,660 for the three
months ended March 31, 2002 and 2001, respectively and $43,206,055 and
$42,159,811 for the six months ended March 31, 2002 and 2001, respectively.
Subsequent to January 31, 2000, the Enterprise makes distributions to the Tribe
at the Tribe's discretion subject to the distribution restrictions under the
Notes described in Note 4.

Employees of the Enterprise are provided health coverage through the Tribe's
health plan. The Enterprise and its employees paid $2,177,991 and $1,904,654 to
the Tribe under this arrangement for the three months ended March 31, 2002 and
2001, respectively and $4,262,892 and $3,830,260 for the six months ended March
31, 2002 and 2001, respectively.

The Enterprise collects and remits a 7% sales tax to the Tribe on rooms, food,
beverage, sundry and entertainment revenue. The total sales tax paid was
$183,745 and $189,432 for the three months ended March 31, 2002 and 2001,
respectively. The Enterprise paid sales tax of $391,613 and $393,793 for the six
months ended March 31, 2002 and 2001, respectively. During the three and six
months ended March 31, 2002, the Enterprise also paid rent for office space and
purchased certain goods and services from the Tribe and its businesses in the
amounts of $618,454 and $1,980,650, respectively. For the three and six months
ended March 31, 2001, the Enterprise paid rent for office space and purchased
certain goods and services from the Tribe and its businesses in the amounts of
$600,708 and $7,667,032 respectively. The amount for the six months ended March
31, 2001 includes $6,577,227 for the construction of a parking garage.

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 six months ended March 31, 2002 the Enterprise made purchases of
$233,905 and $388,228 from Choctaw Paper Company, Inc.


                                       12
<PAGE>

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


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 March 31,
2002 and 2001 under the Tribal-State Compact. The Choctaw Gaming Commission was
paid $548,679 and $603,059 for the three months ended March 31, 2002 and 2001,
respectively, and $1,111,350 and $1,136,138 for the six months ended March 31,
2002 and 2001, respectively, for fees assessed at 1% of gaming revenues per the
Tribal Code.

The Enterprise paid Choctaw Development Enterprise $291,772 and $1,021,202 for
the construction of administrative offices and a hospitality institute and $ -0-
and $57,000 for construction related to the Golden Moon project during the three
and six months ended March 31, 2002, respectively.

During the three and six months ended March 31, 2002 the Tribe did not
contribute property and equipment or other assets to the Enterprise. During the
three and six months ended March 31, 2001, the Tribe contributed property and
equipment to the Enterprise at the Tribe's cost of $1,710,062 and $3,156,740
respectively. During the three and six months ended March 31, 2001, the Tribe
contributed other assets to the Enterprise at the Tribe's cost of $87,179 and
$1,843,927, respectively.

As of March 31, 2002 and September 30, 2001 the Tribe had outstanding
liabilities of $5.0 million and $5.5 million, respectively, under credit
facilities with $4.0 million and $8.0 million, respectively, available in
borrowings, which did not preclude recourse to assets held by the Enterprise.

During November 2001, the Tribe purchased on behalf of the Enterprise a 2000
model King Air aircraft. The total purchase price of this aircraft was
$4,551,215, of which $4,501,215 was paid by the Tribe. At the time of purchase,
the aircraft was contributed to the Enterprise and a corresponding non-interest
bearing payable to the Tribe was established. Repayment to the Tribe is to occur
in 12 equal monthly installments commencing in December 2001. During the three
and six months ended March 31, 2002 the Enterprise has made payments to the
Tribe totaling $750,205 and $1,125,306, respectively, in connection with this
purchase.

Note 8--Employee Benefit Plans

Employees of the Enterprise are eligible to participate in the Tribe's 401(k)
plan. The Enterprise expensed contributions of $464,885 and $407,450 for the
three months ended March 31, 2002 and 2001, respectively, and $960,331 and
$861,758 for the six months ended March 31, 2002 and 2001, respectively.

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

Note 9 --Contingencies

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

On July 26, 2001, a lawsuit was filed in a Mississippi state court by Eddie
Fears, "a citizen and taxpayer", against Ronnie Musgrove, Governor of the State
of Mississippi, the Mississippi Gaming Commission and members of the Mississippi
Gaming Commission. The lawsuit alleged that the Tribal-State Compact entered
into by the State of Mississippi and the Tribe is invalid for a number of
reasons, including that the then-Governor of the State of Mississippi did not
have the legal power to bind the State to the terms of the Compact. On February
21, 2002 this lawsuit was dismissed upon the filing of a notice of dismissal by
the Plaintiff in the Chancery Court of Hinds County, Mississippi.

                                       13
<PAGE>

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

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

The remaining $142.1 million of budgeted costs includes Enterprise-managed
construction (approximately $26.0 million), additional furniture, fixtures and
equipment, certain "soft" costs, which include fees of the architect, attorneys
and other professionals, pre-opening expenses, capitalized interest and other
costs that are not "hard" costs. Accordingly, neither the construction
contract's guaranteed maximum price nor other safeguards against cost overruns,
other than the Enterprise's budget contingency of $13.0 million, will provide
any guarantee against increased costs relative to excluded items.

Note 10--Subsequent Events

On April 24, 2002 and May 1, 2002, the Enterprise made distributions of
$9,261,350 and $2,086,712 respectively, to the Tribe.

Note 11--Insurance Proceeds

On January 10, 2002 a settlement agreement for the insurance claim related to
the April 2001 flood was entered into between the Enterprise and the insurance
carriers. The amount of the settlement agreement with the excess carriers was
$2,775,000. The Enterprise received $3,023,322, which represents the entire
amount of the settlement, during the quarter ended March 31, 2002. During the
quarter ended March 31, 2002 the Enterprise recognized $2,473,293 of other
income and $550,029 as a gain on assets related to the insurance settlement.

Note 12--Recently Issued Accounting Pronouncements

On January 1, 2001, the Enterprise adopted Emerging Issues Task Force Issues
00-14 and 00-22 ("EITF 00-14 and 00-22"). EITF 00-14 and 00-22 require that cash
discounts and other cash incentives related to gaming play be recorded as a
reduction to gross casino revenues. The adoption of EITF 00-14 and 00-22 did not
have a material effect on the Enterprise's financial statements. There is no
effect on previously reported net income.

In August 2001, the Financial Accounting Standards Board ("FASB") approved SFAS
No. 144. "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Statement requires that long-lived assets to be disposed of other than by sale
be accounted for under the requirements of SFAS No. 121 which requires that such
assets be measured at the lower of carrying amounts or fair value less cost to
sell and to cease depreciation. SFAS No. 144 requires a probability-weighted
cash flow estimation approach with situations in which alternative courses of
action to recover the carrying amount of a long-lived asset are under
consideration or a range of possible future cash flow amounts are estimated. As
a result, discontinued operations will no longer be measured on a net realizable
basis, and future operating losses will no longer be recognized before they
occur. Additionally, goodwill will be removed from the scope of SFAS No. 144 and
as a result will no longer be required to be allocated to long-lived assets to
be tested for impairment. The Statement is effective for financial statements
issued for fiscal years beginning after December 15, 2001, and interim periods
within those fiscal years. The Enterprise is not currently affected by the
Statement's requirements.

                                       14
<PAGE>


                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
              Compared to Three and Six Months Ended March 31, 2001

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

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

Net Revenues. Net revenues were $63.1 million for the quarter ended March 31,
2002 compared to $64.1 million for the quarter ended March 31, 2001. The $1.0
million, or 1.6% decrease in net revenue was primarily due to a decrease in
gaming revenue. Net revenues were $120.3 million for the six months ended March
31, 2002 compared to $121.3 million for the six months ended March 31, 2001. The
$1.0 million, or 0.8% decrease in net revenue was primarily due to a decrease in
gaming revenue. Complimentary revenues are included in gross revenues but are
deducted as a promotional allowance to arrive at net revenues.

Casino. Casino revenues decreased $1.2 million, or 2.0%, to $59.1 million for
the quarter ended March 31, 2002 from $60.3 million for the quarter ended March
31, 2001. Casino revenues were $112.7 million for the six months ended March 31,
2002 compared to $113.6 million for the six months ended March 31, 2001, a
decrease of $ 0.9 million, or 0.9%.

Table game activity decreased as reflected in table games drop. The table game
drop was $42.4 million for the quarter ended March 31, 2002 compared to table
game drop of $45.9 million for the quarter ended March 31, 2001. This reflects a
decrease in table activity of $3.5 million or 7.6% over the corresponding period
in 2001. Table game revenue was $7.8 million for the quarter ended March 31,
2002 compared to $10.0 million for the quarter ended March 31, 2001, a decrease
of $2.2 million, or 22.0%. The decrease in revenue is primarily due to the
decrease in table game drop combined with a lower hold percentage for the
quarter ended March 31, 2002 as compared to the quarter ended March 31, 2001.
Table game hold percentage was 18.4% for the quarter ended March 31, 2002
compared to 21.8% for the quarter ended March 31, 2001. The table game drop was
$85.9 million for the six months ended March 31, 2002 compared to table game
drop of $90.1 million for the six months ended March 31, 2001. This reflects a
decrease in table activity of $4.2 million or 4.7% over the corresponding period
in 2001. Table game revenue was $16.2 million for the six months ended March 31,
2002 compared to $18.7 million for the six months ended March 31, 2001, a
decrease of $2.5 million, or 13.4%. The decrease in revenue is primarily due to
the decrease in table game drop combined with a lower hold percentage for the
six months ended March 31, 2002 as compared to the six months ended March 31,
2001. Table game hold percentage was 18.9% for the six months ended March 31,
2002 compared to 20.8% for the six months ended March 31, 2001.

Slot revenues were $51.0 million for the quarter ended March 31, 2002 compared
to $49.9 million for the quarter ended March 31, 2001, an increase of $1.1
million or 2.2%. The increase is due to an increase in coin-in for the quarter
ended March 31, 2002. Slot revenues were $95.8 million for the six months ended
March 31, 2002 compared to $94.2 million for the six months ended March 31,
2001, an increase of $1.6 million or 1.7%. The increase is primarily due to an
increase in coin-in for the six months ended March 31, 2002, compared to the
same period in the prior year.

Food and Beverage. For the quarter ended March 31, 2002, food and beverage
revenues were $5.6 million, an increase of approximately $0.3 million, or 5.7%,
from $5.3 million for the quarter ended March 31, 2001. During the quarter ended
March 31, 2002, the Silver Star turned 354,500 covers with an average revenue
per cover of $11.70 compared to 341,000 covers with an average revenue per cover
of $11.66 during the quarter ended March 31, 2001. For the six months ended
March 31, 2002, food and

                                       15
<PAGE>



                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)

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


beverage revenues were $11.0 million, an increase of approximately $0.8 million,
or 7.8%, from $10.2 million for the six months ended March 31, 2001. During the
six months ended March 31, 2002, the Silver Star turned 672,500 covers with an
average revenue per cover of $12.28 compared to 650,900 covers with an average
revenue per cover of $11.76 during the six months ended March 31, 2001.

Rooms. Room revenues remained constant at $2.1 million for the quarters ended
March 31, 2002 and March 31, 2001. There was a decrease in the average daily
room rate to $52.32 for the quarter ended March 31, 2002 from $53.13 for the
quarter ended March 31, 2001. Our occupancy rate was 90.5% for the quarter ended
March 31, 2002 compared to 87.9% for the quarter ended March 31, 2001. During
the quarter ended March 31, 2002, 57.62% of our hotel revenue was attributable
to rooms occupied by Silver Star customers on a complimentary basis compared to
61.20% for the quarter ended March 31, 2001. Room revenues remained constant at
$4.1 million for the six months ended March 31, 2002 and 2001.

Other. Other revenues decreased $200,000 to $2.0 million for the quarter ended
March 31, 2002 from $2.2 million for the quarter ended March 31, 2001. The
decrease in other revenue is attributable to declines in sales from our various
retail outlets, and the convention center during the three months ended March
31, 2002. Other revenues decreased $600,000 to $4.0 million for the six months
ended March 31, 2002 from $4.6 million for the six months ended March 31, 2001.
The decrease in other revenue is attributable to declines in sales from our
various retail outlets, and the convention center during the six months ended
March 31, 2002. Other revenues are comprised primarily of revenue from our
various retail outlets, the convention center, fees earned from cash advances to
customers and other miscellaneous items. Also included in other revenue is the
revenue from the Dancing Rabbit. Golf revenues were $597,000 for the quarter
ended March 31, 2002 compared to $676,000 for the quarter ended March 31, 2001,
a decrease of $79,000 or 11.7%. The decrease in golf revenue for the quarter is
attributable to a decrease in golf rounds as well as a decline in merchandise
sales. Golf revenues were $1,355,000 for the six months ended March 31, 2002
compared to $1,342,000 for the six months ended March 31, 2001, an increase of
$13,000 or 1.0%.

Promotional Allowances. Promotional allowances totaled $5.7 million for the
quarter ended March 31, 2002, representing a $100,000 or 1.8% decrease over
promotional allowances of $5.8 million for the quarter ended March 31, 2001.
During the quarters ended March 31, 2002 and March 31, 2001, promotional
allowances remained constant at 9.6% of casino revenues. Promotional allowances
were $11.5 million for the six months ended March 31, 2002, representing a
$200,000 or 1.7% increase over promotional allowances of $11.3 million for the
six months ended March 31, 2001. During the six months ended March 31, 2002,
promotional allowances increased slightly to 10.2% of casino revenues, from 9.9%
during the six months ended March 31, 2001.

Costs and Expenses. Total costs and expenses were $32.4 million for the quarter
ended March 31, 2002 compared to $31.6 million for the quarter ended March 31,
2001, an increase of $0.8 million or 2.5%. Total costs and expenses were $66.9
million for the six months ended March 31, 2002 compared to $63.5 million for
the six months ended March 31, 2001, an increase of $3.4 million or 5.4%. The
increase for both periods is primarily due to the increase in selling, general
and administrative expenses that are described below.

Casino. Casino costs and expenses were $15.2 million for the quarter ended March
31, 2002, compared to $15.5 million for the quarter ended March 31, 2001, a
decrease of $300,000 or 1.9%. Casino costs and expenses were $31.0 million for
the six months ended March 31, 2002, compared to $31.3 million for the six
months ended March 31, 2001, a decrease of $300,000 or 1.0%. The decrease for
both the quarter and six-month period is attributable to the decline in table
game activity as well as management's effort to control operating costs and
expense.


                                       16
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)


Other. Other costs and expenses were $1.5 million for the three months ended
March 31, 2002, compared to $1.7 million for the three months ended March 31,
2001, a decrease of $200,000, or 11.8%. Other costs and expenses were $3.5
million for the six months ended March 31, 2002, compared to $3.3 million for
the six months ended March 31, 2001, an increase of $200,000, or 6.1%. Other
expenses are comprised of the costs related to the operation of retail outlets
and the convention center. Also included in other expenses are the operating
expenses of the Dancing Rabbit. Golf operating expenses were $855,000 for the
three months ended March 31, 2002 and $942,000 for the three months ended March
31, 2001, a decrease of $87,000, or 9.2%. Golf operating expenses were $2.0
million for the six months ended March 31, 2002 compared to $1.8 million for the
six months ended March 31, 2001, an increase of $200,000 or 11.1%. The increase
in golf operating expenses for the six-month period is attributable to increased
golf rounds during the first quarter.

Selling, General and Administrative. Selling, general and administrative costs
and expenses were $8.7 million for the quarter ended March 31, 2002 compared to
$7.8 million for the quarter ended March 31, 2001, an increase of $900,000, or
11.5%. Approximately $100,000 of the increase is attributable to pre-opening
expenses incurred during the quarter ended March 31, 2002 that are included in
selling, general and administrative costs and expenses. There were no
pre-opening expenses incurred for the quarter ended March 31, 2001. Selling,
general and administrative costs and expenses related to the Silver Star were
$7.7 million for the quarter ended March 31, 2002 compared to $7.6 million for
the quarter ended March 31, 2001. Selling, general and administrative costs and
expenses related to the operations of the Enterprise administrative office and
training center were $1.0 million for the quarter ended March 31, 2002 compared
to $200,000 for the quarter ended March 31, 2001, an increase of $800,000. The
training center was opened on November 9, 2001 and the administrative office has
52 employees as of March 31, 2002 compared to none at March 31, 2001.

Selling, general and administrative costs and expenses were $18.6 million for
the six months ended March 31, 2002 compared to $16.0 million for the six months
ended March 31, 2001, an increase of $2.6 million, or 16.3%. Approximately $1.0
million of this increase is due to the payment during the six months ended March
31, 2002 as required by the "Settlement and General Release Agreement" with the
former Chief Executive Officer of the Silver Star. Approximately $440,000 of the
increase is attributable to pre-opening expenses incurred during the six months
ended March 31, 2002 that are included in selling, general and administrative
costs and expenses. There were no pre-opening expenses incurred for the six
months ended March 31, 2001. Selling, general and administrative costs and
expenses related to the Silver Star (excluding the $1.0 million described above)
were $16.0 million for the six months ended March 31, 2002 compared to $15.8
million for the six months ended March 31, 2001, a decrease of $200,000 or 1.3%.
Selling, general and administrative costs and expenses related to the operations
of the Enterprise administrative office and training center were $1.6 million
for the six months ended March 31, 2002 compared to $200,000 for the six months
ended March 31, 2001, an increase of $1.4 million. The training center was
opened on November 9, 2001 and the administrative office has 52 employees as of
March 31, 2002 compared to none at March 31, 2001.


                                       17
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)

Operating Income (loss). Operating income was $30.6 million for the quarter
ended March 31, 2002 compared to $32.5 million for the quarter ended March 31,
2001, a decrease of $1.9 million, or 5.8%. Operating income was $53.4 million
for the six months ended March 31, 2002 compared to $57.8 million for the six
months ended March 31, 2001, a decrease of $4.4 million, or 7.6%. The decrease
for the both periods was primarily due to the revenue and expense variations
previously discussed.

Other Income (Expense). Other income was $800,000 for the quarter ended March
31, 2002 compared to other expense of $1.9 million for the quarter ended March
31, 2001, representing an increase in income of $2.7 million which is primarily
attributed to an increase in interest expense of approximately $1.5 million, a
decrease in interest income of $100,000, the recognition of $3.0 million of
other income during the quarter ended March 31, 2002, due to the insurance
settlement described below and $1.2 million increase in other income related to
the effect of interest rate changes on the interest swap agreement. Other
expense was $2.0 million for the six months ended March 31, 2002 compared to
other expense of approximately $3.7 million for the six months ended March 31,
2001, representing a decrease in expense of $1.7 million which is attributed to
an increase in interest expense of approximately $4.2 million offset by an
increase in interest income of $800,000, the recognition of $3.0 million of
other income due to the insurance settlement described below and $2.1 million
increase in other income related to the effect of interest rate changes on the
interest swap agreement. Other income (expense) is comprised of interest income
minus interest expense (net of capitalized interest) and other expense. On
January 10, 2002 a settlement agreement for the insurance claim related to the
April 2000 flood was entered into between the Enterprise and the insurance
carriers. During the quarter ended March 31, 2002, the Enterprise received $3.0
million which represents the entire amount of the settlement. During the quarter
ended March 31, 2002 the Enterprise recognized $2.5 million of other income and
$550,000 as a gain on disposal of assets related to the insurance settlement.

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
March 31, 2002 and 2001, the Enterprise recognized other income of $500,000 and
$200,000, respectively, attributed to the effect of interest rate changes on the
interest rate swap agreement. During the six months ended March 31, 2002 and
2001, the Enterprise recognized other income of $700,000 and other expense of
$500,000, 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 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 it 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 jackpots and slot club bonus points and self insurance related to
employee health plans.

                                       18
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)


Liquidity and Capital Resources

As of March 31, 2002, we held cash and cash equivalents of $74.2 million. Our
principal sources of liquidity have consisted of cash provided by operating
activities and debt financing. Cash provided by operating activities was $55.3
million in the six months ended March 31, 2002 compared to $61.1 million in the
six months ended March 31, 2001. The decrease of $5.8 million was due primarily
to the decrease in net income to $51.4 million in the six months ended March 31,
2002 from $54.1 million in the six months ended March 31, 2001.

Cash used in investing activities in the six months ended March 31, 2002 for
capital expenditures totaled $102.3 million. The Enterprise received $82.0
million from the sale of short-term investments in the six months ended March
31, 2002. Cash used in investing activities in the six months ended March 31,
2001 was primarily for changes in restricted cash and capital expenditures
totaling $206.7 million and $10.7 million respectively.

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

We had $2.6 million of restricted cash as of March 31, 2002 and September 30,
2001. The balances are required by the Boyd management agreement for employment,
workers compensation and other third party claims not otherwise covered by
insurance proceeds that may be filed or become due after the date the management
agreement was terminated. The claims reserve will survive for until January 31,
2003. Any unused portion of the claims reserve at the end of the three-year
period will become unrestricted.

Cash used in financing activities was $43.2 million in the six months ended
March 31, 2002 compared to $165.1 million cash provided in the six months ended
March 31, 2001. The primary use of cash in each period was distributions to the
Tribe of $43.2 million and $42.2 million in the six months ended March 31, 2002
and 2001, respectively. The primary source of cash provided in the six months
ended March 31, 2001 was proceeds from the issuance of $200 million of long-term
debt. During the six months ended March 31, 2001, the Enterprise also repaid
$9.4 million of long-term debt.

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


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<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)

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

Through March 31, 2002, $148.5 million of the budgeted $290.6 million Golden
Moon construction has been completed through proceeds from the $200.0 million
note offering, and contributions of cash and property and equipment from the
Tribe. We anticipate the remaining $142.1 million of budgeted expenditures to be
financed from cash on hand and short-term investments, which includes the
balance of the proceeds from the $200.0 million note offering and the $125.0
million revolving credit facility. The Golden Moon is expected to be completed
and opened in August 2002.

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

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

During March 2002 the Tribe began construction of a water theme park.
Construction of the water theme park is expected to be completed in late June
2002 and at that time, it is anticipated that the Tribe will contribute the
water theme park to the Enterprise. The total estimated cost of construction is
estimated at $19.9 million of which a total of $46,000 has been incurred through
March 31, 2002.

                                       20
<PAGE>

                     Management's Discussion And Analysis Of
                  Financial Condition And Results Of Operations
                    Three and Six Months Ended March 31, 2002
        Compared to Three and Six Months Ended March 31, 2001 (Continued)

Impact of Inflation

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

Regulation and Taxes

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

The Enterprise is owned by the Tribe, a federally recognized Indian Tribe
located on reservation land held in trust by the United States of America;
therefore, the Enterprise was not subject to federal or state income taxes for
the three or six month periods ended March 31, 2002 or 2001, 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).

                                       21
<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. Our primary exposure to market risk is interest rate risk associated
with our long-term debt. We had previously entered into an interest rate swap
agreement to fix the interest rate on our term loan at 8.25%. Pursuant to the
Indenture dated March 30, 2001, we used a portion of the proceeds from the
offering of the Notes to repay the remaining outstanding balance under the Loan.
Upon the prepayment of the related installment note agreement we did not settle
the existing interest rate swap agreement. At March 31, 2002, the interest rate
swap agreement had a notional amount of $35.9 million. The notional amount does
not represent amounts exchanged by the parties, and thus is not a measure of
exposure to the Enterprise. The amount exchanged is based on the notional
amount. The term of the interest rate swap agreement is through January 31,
2004. The fair value liability of our interest rate swap is based on the cash
termination value of the agreement using quotes from our counter-party and was
approximately $1.4 million at March 31, 2002. If the floating rate increased 25
basis points, interest expense under the swap agreement for the three and six
months ended March 31, 2002 would have been lower by $23,416 and $49,750
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.

                                       22
<PAGE>



PART II Other Information

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

Item 1.         Legal Proceedings.

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

On July 26, 2001, a lawsuit was filed in a Mississippi state court by Eddie
Fears, "a citizen and taxpayer", against Ronnie Musgrove, Governor of the State
of Mississippi, the Mississippi Gaming Commission and members of the Mississippi
Gaming Commission. The lawsuit alleged that the Tribal-State Compact entered
into by the State of Mississippi and the Tribe is invalid for a number of
reasons, including that the then-Governor of the State of Mississippi did not
have the legal power to bind the State to the terms of the Compact. On February
21, 2002 this lawsuit was dismissed upon the filing of a notice of dismissal by
the Plaintiff in the Chancery Court of Hinds County, Mississippi.


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


                                       23
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                                   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:      May 10, 2002        Choctaw Resort Development Enterprise

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

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


                                       24
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