<PAGE>

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    FORM 10-QSB


(Mark One)

XXX   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
---   ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998.

---   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
      ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO__________.

                           Commission File Number 0-24554
                                                  -------

                        Canterbury Park Holding Corporation
          ---------------------------------------------------------------
            (Exact name of business issuer as specified in its charter)


              Minnesota                                   41-1775532
   -------------------------------                   ----------------------
   (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                     Identification No.)


   1100 Canterbury Road, Shakopee, Minnesota     55379
   -----------------------------------------   ------------
    (Address of principal executive offices)     (Zip Code)

                                (612) 445-7223
                             -----------------------
                               (Issuer's Telephone
                                     Number)

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such report), 
and (2) has been subject to such filing requirements for the past 90 days. 
YES  X   NO
    ---     ---

The Company had 3,001,848 shares of common stock, $.01 par value per share, 
outstanding as of August 11, 1998.


<PAGE>

                        Canterbury Park Holding Corporation

                                       INDEX

<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----
<S>       <C>                                                         <C>
PART 1.   FINANCIAL INFORMATION

          Item 1.   FINANCIAL STATEMENTS

                    Consolidated Balance Sheets as of
                    June 30, 1998 and December 31, 1997. . . . . . . . . .3

                    Consolidated Statements of Operations for the
                    periods ended June 30, 1998 and 1997 . . . . . . . . .4

                    Consolidated Statements of Cash Flows
                    for the periods ended June 30, 1998 and 1997 . . . . .5

                    Notes to Consolidated Financial Statements . . . . . .6

          Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . .8


PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 13

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>


<PAGE>

                 CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 (UNAUDITED) AND DECEMBER 31, 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                 June 30,             December 31,
                                                                                  1998                    1997
<S>                                                                            <C>                    <C>
ASSETS

CURRENT ASSETS
     Cash                                                                      $   395,422            $   364,214
     Accounts receivable, net of allowance for uncollectible accounts              546,335                185,468
     Inventory                                                                     113,155                 76,657
     Deposits                                                                       20,000                 20,000
     Prepaid expenses                                                              198,034                106,381
                                                                               -----------            -----------
               Total current assets                                              1,272,946                752,720

PROPERTY AND EQUIPMENT, net of accumulated depreciation
     of $3,256,714 and $2,809,738, respectively                                  8,786,395              9,061,205

INTANGIBLE ASSETS, net of accumulated amortization of
     $17,497 and $14,875, respectively                                               6,872                  9,494
                                                                               -----------            -----------
                                                                               $10,066,213            $ 9,823,419
                                                                               -----------            -----------
                                                                               -----------            -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                          $ 1,518,581            $   715,062
     Accrued wages and payroll taxes                                               447,724                200,942
     Accrued interest                                                               86,420                103,184
     Advance from MHBPA                                                            706,947                709,573
     Advance from shareholder (Note 2)                                                                  1,651,942
     Borrowings under credit agreement                                             510,364
     Accrued property taxes                                                        319,729                305,032
     Payable to horsepersons                                                       124,993                 14,923
                                                                               -----------            -----------
               Total current liabilities                                         3,714,758              3,700,658

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY
     Common stock, $.01 par value, 10,000,000 shares authorized,
           3,001,848 and 2,998,848, respectively, shares issued and 
           outstanding                                                              30,019                 29,989
     Additional paid-in capital                                                  8,067,407              8,061,875
     Unearned compensation                                                                                (22,044)
     Accumulated deficit                                                        (1,745,971)            (1,947,059)
                                                                               -----------            -----------
               Total shareholders' equity                                        6,351,455              6,122,761
                                                                               -----------            -----------
                                                                               $10,066,213            $ 9,823,419
                                                                               -----------            -----------
                                                                               -----------            -----------
</TABLE>

 See notes to consolidated financial statements.


                                       3

<PAGE>

                 CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                  Three Months     Three Months      Six Months          Six Months
                                                     Ended            Ended            Ended               Ended
                                                 June 30, 1998    June 30, 1997    June 30, 1998       June 30, 1997
<S>                                              <C>              <C>              <C>                 <C>
 OPERATING REVENUES:
      Pari-mutuel                                  $4,263,175       $4,247,838       $6,995,194          $6,994,484
      Concessions                                     765,172          763,699        1,179,042           1,165,349
      Admissions and parking                          206,489          237,726          260,597             297,027
      Programs and racing forms                       241,309          261,406          364,628             392,495
      Other operating revenue                         397,853          115,312          588,256             177,193
                                                   ----------       ----------       ----------          ----------
                                                    5,873,998        5,625,981        9,387,717           9,026,548
         
 OPERATING EXPENSES:
      Pari-mutuel expenses
           Statutory purses                         1,367,087        1,342,139        1,622,806           1,592,606
           Host track fees                            519,091          527,173          976,806             984,908
           Pari-mutuel taxes                            7,417            9,250           29,137              20,986
           Minnesota breeders' fund                   213,532          211,565          357,480             354,131
      Salaries and benefits                         1,503,868        1,479,539        2,289,345           2,189,006
      Cost of concession sales                        263,096          226,471          365,959             344,598
      Cost of publication sales                       260,264          288,463          393,563             441,257
      Depreciation and amortization                   228,320          215,206          450,408             423,266
      Utilities                                       188,819          158,110          337,713             316,003
      Repairs, maintenance and supplies               263,497          218,884          368,239             317,054
      Property taxes                                  105,652           93,510          191,708             190,141
      Advertising and marketing                       497,558          459,263          586,279             553,904
      Other operating expenses                        750,648          745,482        1,148,228           1,090,729
                                                   ----------       ----------       ----------          ----------
                                                    6,168,849        5,975,055        9,117,671           8,818,589

 NONOPERATING (EXPENSES)
   REVENUES:
      Interest  expense                               (29,428)         (29,242)         (70,177)            (70,558)
      Other, net                                        1,219              550            1,219                 553
                                                   ----------       ----------       ----------          ----------
                                                      (28,209)         (28,692)         (68,958)            (70,005)
                                                   ----------       ----------       ----------          ----------

 (LOSS) INCOME BEFORE INCOME TAX                     (323,060)        (377,766)         201,088             137,954

 INCOME TAX  (Note 1)
                                                   ----------       ----------       ----------          ----------

 NET (LOSS) INCOME                                 $ (323,060)      $ (377,766)      $  201,088          $  137,954
                                                   ----------       ----------       ----------          ----------
                                                   ----------       ----------       ----------          ----------

 BASIC NET (LOSS) INCOME PER
      COMMON SHARE  (Note 1)                       $     (.11)      $     (.13)      $      .07          $      .05
                                                   ----------       ----------       ----------          ----------
                                                   ----------       ----------       ----------          ----------

 DILUTED NET (LOSS) INCOME  PER
      COMMON SHARE  (Note 1)                       $     (.11)      $     (.13)      $      .07          $      .05
                                                   ----------       ----------       ----------          ----------
                                                   ----------       ----------       ----------          ----------
</TABLE>

See notes to consolidated financial statements.


                                       4

<PAGE>

                  CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                               Six Months            Six Months
                                                                                  Ended                 Ended
                                                                              June 30, 1998         June 31, 1997
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                                $   201,088           $   137,954
     Adjustments to reconcile net  income (loss) to net cash
       provided by operations:
         Depreciation and amortization                                             450,408               423,266
         Stock options issued for consulting services                               22,044
         Increase in accounts receivable                                          (360,867)              (82,927)
         Increase in other current assets                                         (128,151)             (155,990)
         Increase in accounts payable and accrued expenses                       1,160,371             1,009,895
         Decrease in accrued interest                                              (16,764)              (70,500)
         Increase in accrued property taxes                                         14,697                 3,122
                                                                               -----------           -----------
           Net cash provided by operations                                       1,342,826             1,264,820


CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment                                          (173,568)             (331,642)
     Proceeds from sale of property and equipment, net                                 592                50,717
     Additions to intangible assets                                                                       (1,668)
                                                                               -----------           -----------
          Net cash used in investing activities                                   (172,976)             (282,593)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                                          5,562                19,562
     (Payment on) proceeds from advance from MHBPA, net                             (2,626)              236,539
     Payments on advance from shareholder, net                                  (1,651,942)           (1,102,355)
     Proceeds from borrowings under credit agreement, net                          510,364
                                                                               -----------           -----------
           Net cash used in financing activities                                (1,138,642)             (846,254)

NET INCREASE IN CASH                                                                31,208               135,973

CASH AT BEGINNING OF PERIOD                                                        364,214               296,671
                                                                               -----------           -----------
CASH AT END OF PERIOD                                                          $   395,422           $   432,644
                                                                               -----------           -----------
                                                                               -----------           -----------
</TABLE>


See notes to consolidated financial statements.


                                       5
<PAGE>

                  CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
-------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of significant accounting policies is included in the notes to
     consolidated financial statements in the 1997 Annual Report on form 10-KSB.

     INCOME TAXES - Income tax expense is computed by applying the estimated
     annual effective tax rate to the year-to-date income (if any).  For the six
     month periods ending June 30, 1998 and 1997, income tax expense of
     approximately $99,000 and $92,000, respectively, is offset by a reduction
     in the valuation allowance recorded on the deferred tax asset related to
     the Company's net operating loss carryforward.

     NET INCOME PER SHARE - Effective December 15, 1997, the Company adopted the
     provisions of Statement of Financial Accounting Standards No. 128 "Earnings
     per Share".  The Statement requires the Company to present its net income
     per share in basic and diluted forms and to restate net income per share
     from prior periods to conform with the new statement.  Basic net income per
     common share is based on the weighted average number of common shares
     outstanding during each year.  Diluted net income per common share takes
     into effect the dilutive effect of potential common shares outstanding.
     The Company's only potential common shares outstanding are stock options
     and warrants.

     UNAUDITED FINANCIAL STATEMENTS - The consolidated balance sheet as of June
     30, 1998, the consolidated statements of operations for the three and six
     months ended June 30, 1998 and 1997, the consolidated statements of cash
     flows for the six months ended June 30, 1998 and 1997, and the related
     information contained in these notes have been prepared by management
     without audit.  In the opinion of management, all accruals (consisting of
     normal recurring accruals) which are necessary for a fair presentation of
     financial position and results of operations for such periods have been
     made.  Results for an interim period should not be considered as indicative
     of results for a full year.

     RECLASSIFICATION - Certain reclassifications have been made to the 1997
     consolidated financial statements to conform to the presentation adopted in
     the 1998 consolidated financial statements.  The reclassifications had no
     effect on stockholders' equity and net income or loss as previously
     reported.

2.   RELATED-PARTY TRANSACTIONS

     The Company entered into a general credit and security agreement with
     Bremer, a financial institution located in South Saint Paul, Minnesota on
     June 3, 1998.  The commercial revolving credit line provides for maximum
     advances of $2,250,000 with interest at the prime rate (8.50%) at June 30,
     1998.  On June 11, 1998, the Company paid off its line of credit balance
     with the Company's majority shareholder, of which $899,679 was outstanding.

3.   CONTINGENCIES

     In accordance with an Earn Out Note, given to the prior owner of the
     racetrack as part of the consideration paid by the Company to acquire the
     racetrack, if (i) off-track betting becomes legally permissible in the
     State of Minnesota and (ii) the Company begins to conduct off-track betting
     with respect to or in connection with its operations, the Company will be
     required to pay to the IMR Fund, L.P. the greater of $700,000 per operating
     year, as defined, or 20% of the net pretax profit, as defined, for each of
     five operating years.  At the date (if any) that these two conditions are
     met, the five minimum payments will be discounted back to their present
     value and the sum of those discounted payments will be recorded as an
     increase to the purchase price.  The purchase price will be further
     increased if payments become due under the 20% of Net Pre-Tax Profit
     calculation.  The first payment is to be made 90 days after the end of the
     third operating year in which off-track betting is conducted by the
     Company.  Remaining payments would be made within 90 days of the end of
     each of the next four operating years.


                                       6
<PAGE>

4.   CURRENT ACCOUNTING PRONOUNCEMENTS

     Effective January 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS 130),
     which establishes standards for the reporting of comprehensive income and
     its components.  Comprehensive income is defined as the change in equity
     during the period from transactions and other events and circumstances from
     non-owner sources.  Implementation of SFAS 130 did not have a material
     effect on the Company's financial statements.


                                       7
<PAGE>

                        MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

     Canterbury Park Holding Corporation (the "Company") owns and operates
Canterbury Park, the only pari-mutuel horse racing facility in the State of
Minnesota (the "Racetrack").  The Company's revenues for the periods from
January 1, 1998 to June 30, 1998 and January 1, 1997 to June 30, 1997 were
derived primarily from pari-mutuel take-out on races simulcast to Canterbury
Park from racetracks throughout the country during 157 days of simulcast racing
and from 24 days of live and simulcast racing conducted at Canterbury Park.  In
1998 the Company intends to conduct approximately 364 simulcast racing days.  In
addition, from May 16 through August 16, 1998 the Company is conducting its 1998
55-day live race meet featuring thoroughbred and quarter horse racing.  The
Company will host three days of live harness racing over the 1998 Labor Day
weekend.  During live race meets, the Company earns pari-mutuel take-out on live
thoroughbred, quarter horse and standardbred harness races at the Racetrack.
The Company earns additional pari-mutuel revenue from broadcasting its live
races to out-of-state racetracks around the country.

     In addition to pari-mutuel revenues, the Company generates revenues from
admissions, parking, publication sales, concessions, special events, advertising
and other sources.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997:

     Total operating revenues increased approximately 4% during the six months
ended June 30, 1998, compared to the six months ended June 30, 1997 and 4.4% for
the three months ended June 30, 1998 compared to the three months ended June 30,
1997.  Other operating revenues increased 232% and 245% for the six month and
three month periods ended June 30, 1998, respectively, due to increased space
rental revenues generated by leasing underutilized areas of the Racetrack
grounds for vehicle storage during the first six months of 1998.  Vehicle
storage revenues were approximately $335,000 and $252,000, respectively, for the
six month and three month periods ended June 30, 1998.

     Total pari-mutuel revenues remained consistent for the six and three month
periods ended June 30, 1998 compared to same periods in 1997 despite a decrease
in total handle of approximately 3.4%.  A switch in 1998 from Saturday evening
to Saturday afternoon live racing caused a reduction in import handle during the
1998 live meet resulting in a reduction in guest fees of $43,000 compared to the
same period in 1997.  Import handle decreased from approximately $4.5 million
during the second quarter of 1997 to approximately $3.1 million for the same
period in 1998. The reduction in out-of-state handle was anticipated due to the
simulcast market on Saturday afternoon being much more competitive than Saturday
evening.  The switch from evening racing on Saturdays to afternoon racing during
the 1998 live meet was intended to increase on-track attendance and wagering to
maximize revenues per dollar wagered.  On-track wagers provide substantially
higher margins to the Company than wagers placed at out-of-state locations.  The
reduction in guest fees is offset by higher live racing pari-mutuel revenues 
resulting from an increase in live handle to $5.4 million during the six 
months and three months ended June 30, 1998 compared to $5.2 million for the 
six and three month periods ended June 30, 1997.

                                       8
<PAGE>

SUMMARY OF OPERATING DATA:

<TABLE>
<CAPTION>

                                           Six Months          Six Months
                                              Ended               Ended
                                          June 30, 1998       June 30, 1997
<S>                                       <C>                 <C>
    RACING DAYS
         Simulcast only days                       157                 150
         Live and simulcast days                    24                  25
                                           -----------         -----------
                  Total Racing Days                181                 175

    ATTENDANCE
         Simulcast only days                    72,143              70,876
         Live and simulcast days                83,638              87,994
                                           -----------         -----------
                   Total Attendance            155,781             158,870

    ON-TRACK HANDLE
         Simulcast only days               $22,604,000         $22,647,000
         Live and simulcast days
            Live racing                      5,354,000           5,200,000
            Simulcast racing                 5,813,000           5,847,000
    OUT-OF-STATE LIVE HANDLE                 3,082,000           4,450,000
                                           -----------         -----------
                       Total Handle        $36,853,000         $38,144,000

    AVERAGE DAILY ATTENDANCE
         Simulcast only days                       460                 473
         Live and simulcast days                 3,485               3,520

    ON-TRACK PER CAPITA WAGERING
         Simulcast only days               $       313         $       320
         Live and simulcast days                   134                 126

    ON-TRACK AVERAGE DAILY HANDLE
         Simulcast only days               $   143,975         $   150,980
         Live and simulcast days               465,292             441,880

</TABLE>

     As shown in the table above, total handle for the six months ended June 30,
1998 is 3.4% lower than total handle during the comparable period in 1997 due
primarily to the reduction in import handle.  On-track handle on live racing
days in 1998 is up approximately 1.1% compared to 1997 although the Company
conducted one less live racing day in the 1998 period.  Average daily on-track
handle on live racing days increased approximately 5.3% in 1998 compared to 1997
due to an increase in per capita wagering.

     Average daily attendance, on-track per capita wagering and average daily
handle on simulcast only days are down slightly from the same period in 1997.
However, total attendance on simulcast only days is up from the comparable
periods in 1997 due primarily to the seven additional simulcast only race days
in 1998.


                                       9
<PAGE>

     Operating expenses increased 3.4% during the six month period ended June
30, 1998 compared to the six month period ended June 30, 1997, and 3.2% during
the three months ended June 30, 1998 compared to the three month period ended
June 30, 1997.

     Repair and maintenance expenditures have increased 16.1% and 20.4% for the
six month and three month periods ended June 30, 1998 compared to the same
periods in 1997.  The increase is primarily due to upgrades to the facility's
valet entrance and to other repairs of facility systems and video equipment

     Salary and benefit expenses have increased by approximately $24,000 and
$100,000 for the three month and six month periods ended June 30, 1998 compared
to the the three and six month periods ended June 30, 1997.  In general, salary
expenditures are higher due to investments in guest service and facility
maintenance personnel.  Utility costs are higher due to general rate increases,
and advertising and marketing expenses were higher primarily due to timing of
promotions and the Company's continuing efforts to maintain attendance of loyal
patrons while also attracting new patrons.

     The increase in other operating expenses is due primarily to new
associations with trade organizations such as the NTRA, the TRA and the TRPB in
1998, additional spending on employee training and recruitment and higher
shareholder communication costs.

     Net income was $201,088 for the six months ended June 30, 1998 compared to
net income of $137,954 for the six months ended June 30, 1997.  The net loss for
the quarter ended June 30, 1998 was $323,060 compared to a net loss of $377,766
for the quarter ended June 30, 1997.  There is no estimated income tax expense
for the six month and three month periods ended June 30, 1998 and June 30, 1997
because management does not anticipate taxable income for the year ended
December 31, 1998 to exceed the net operating loss carryforward of $1,185,000
available at December 31, 1997.  In addition, due to the seasonality of purse
expense and to the additional expenses that will be incurred in connection with
live racing, the Company does not expect to generate an operating profit during
the third quarter of fiscal year 1998.

LIQUIDITY AND CAPITAL RESOURCES

     During the period January 1, 1998 through June 30, 1998, cash provided by
operating activities was $1,342,826, which resulted principally from an increase
in accounts payable and accrued expenses of $1,160,371, depreciation and
amortization of $450,408 and net income of $201,088.  These items were partially
offset by an increase in accounts receivable and other current assets of
$489,018, and a decrease in accrued interest of $16,764.

     Net cash used in investing activities for the first six months of 1998
results primarily from acquisitions of furniture, fixtures, machinery and
equipment of $173,568, compared to investments in equipment and building
improvements of $331,642 during the six month period ended June 30, 1997.  The
equipment purchases were partially offset by proceeds received upon the sale of
equipment of $592 and $50,717 during the six month periods ended June 30, 1998
and 1997, respectively.


                                       10
<PAGE>

     During the period January 1, 1998 through June 30, 1998, cash used in
financing activities was $1,138,642, resulting primarily from the pay off of the
Company's line of credit with Mr. Curtis Sampson, the Company's Chairman of the
Board.  The proceeds from a new revolving line of credit agreement with a local
financial institution provided cash for financing activities and partially
offset the cash used in paying off the Sampson line of credit.

     The Company entered into a general credit and security agreement with 
Bremer, a financial institution located in South Saint Paul, Minnesota on 
June 3, 1998.  The commercial revolving credit line provides for maximum 
advances of $2,250,000 with interest at the prime rate (8.50%) at June 30, 
1998.  The new lending arrangement also includes a term loan commitment of 
$750,000.

     The Company is required by statute to segregate purse funds received from
wagering on simulcast and live horse races for future payment as purses for live
horse races at the Racetrack or other uses of Minnesota's horsepersons'
association.  Pursuant to an agreement with the Minnesota Horseman's Benevolent
and Protective Association, Inc. ("MHBPA"), during the six months ended June 30,
1998 and 1997, the Company has transferred into a trust account or paid directly
to the MHBPA approximately $1,400,000 and $1,290,200, respectively.  At June 30,
1998, the Company had an additional $706,947 liability to the MHBPA which will
be paid with interest in 1998 in accordance with the agreement.

     The Company believes that the funds to be generated from operations
together with funds available under its $2,250,000 line of credit with a local
financial institution will be sufficient to satisfy its liquidity and capital
resource requirements for the next twelve months.  The Company anticipates that
it may pay down a portion of the borrowings under the line of credit with funds
generated from operations and borrow additional amounts under the line of credit
as funds are needed for working capital purposes.  As of August 3, 1998,
borrowings under the line of credit were approximately $524,000.

OPERATING PLAN:

     At June 30, 1998, the Company was in the middle of its 1998 live race meet
which consists of a 24-day mixed meet of thoroughbred and quarter horse racing,
a 28-day thoroughbred-only meet, and three days of live harness racing over the
1998 Labor Day weekend.

     The Company's ability to operate profitably during the remainder of 1998
will largely depend on its ability to maintain levels of attendance and wagering
handle for live and simulcast racing at levels similar to 1997.  The Company
will also need to maintain operating expenses at levels similar to 1997.  In
addition, the Company continues to emphasize the expansion of special events and
leasing of underutilized Racetrack space in order to maximize the potential of
the facility year-round.


                                       11
<PAGE>

               FACTORS AFFECTING FUTURE PERFORMANCE:

     From time to time, in reports filed with the Securities and Exchange
Commission, in press releases, and in other communications to shareholders or
the investing public, the Company may comment on anticipated future financial
performance.  Such forward-looking statements, including statements contained in
this Report on Form 10-QSB, are subject to risks and uncertainties which may
adversely affect future financial performance, including, but not limited to,
fluctuations in attendance at the Racetrack, changes in the level of wagering by
patrons, legislative and regulatory changes, the impact of wagering products
introduced by competitors, higher than expected expenses, and other risks
applicable to the horse racing industry generally.


                                       12
<PAGE>

                                      PART II
                                 OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

          None

Item 2.   CHANGES IN SECURITIES

          None

Item 3.   DEFAULTS UPON SENIOR SECURITIES

          None

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

          The Company held its Annual Meeting of Shareholders on June 4, 1998.
          Shareholders reelected the following directors for a one year term:
          Brian C. Barenscheer, Gibson Carothers, Terence McWilliams, Carin
          Offerman, Curtis A. Sampson, Randall D. Sampson, and Dale H. Schenian.
          Not less than 2,472,338 shares were voted in favor of the reelection
          of each of the directors (approximately 82% of all shares eligible
          to vote).

Item 5.   OTHER INFORMATION

          None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)   Reports on Form 8-K

                None

                                     SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly cause this report to be signed on its behalf by 
the undersigned thereunto duly authorized.

                               Canterbury Park Holding Corporation

Dated:  August 11, 1998        /s/ Randall D. Sampson
                               --------------------------------------------
                               Randall D. Sampson,
                               President, Chief Executive Officer and Treasurer


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