<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           
       SEPTEMBER 30, 1996.

 ___   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 2,961,382  shares of  common stock, $.01  par value  per share,
outstanding as of November 8, 1996.


<PAGE>

                       Canterbury Park Holding Corporation

                                    INDEX

                                                                 Page
                                                                 ----
PART 1.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

     Consolidated Balance Sheets as of
     September 30, 1996 and December 31, 1995                       3

     Consolidated Statements of Operations for the periods ended
     September 30, 1996 and 1995                                    4

     Consolidated Statements of Cash Flows for the periods ended
     September 30, 1996 and 1995                                    5

     Notes to Consolidated Financial Statements                     6

     Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                       7


PART II.  OTHER INFORMATION                                        12

     Signatures                                                    12


<PAGE>

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 (UNAUDITED)


                                         SEPTEMBER 30,  DECEMBER 31,
                                             1996          1995
                                         -------------  ------------
ASSETS

CURRENT ASSETS
     Cash                                   $138,870      $388,571
     Accounts receivable, net of allowance
       for uncollectible accounts            267,374       237,928
     Inventory                                75,412        88,806
     Deposits                                 20,000        20,250
     Prepaid expenses                         48,304        89,198
                                         -------------  ------------
            Total current assets             549,960       824,753

PROPERTY AND EQUIPMENT, net of 
  accumulated depreciation of $1,767,613 
  and $1,186,073, respectively             8,805,587     9,143,662

INTANGIBLE ASSETS, net of accumulated
  amortization of $8,783 and 
  $5,378, respectively                        13,917        17,322
                                         -------------  ------------
                                          $9,369,464    $9,985,737
                                         -------------  ------------
                                         -------------  ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                        $  716,094    $  672,800
  Accrued wages and payroll taxes            124,974       144,052
  Accrued interest                           172,087       109,340
  Advance from shareholder (Note 2)        1,950,581     2,427,309
  Accrued property taxes                     481,563       386,124
  Payable to horsepersons                    462,765       533,711
                                         -------------  ------------
            Total current liabilities      3,908,064     4,273,336

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value,
  10,000,000 shares authorized,
  2,954,371 shares issued and
  outstanding                                  29,544       29,393

  Additional paid-in capital                7,865,466    7,837,004
  Accumulated deficit                      (2,433,610)  (2,153,996)
                                         -------------  ------------
            Total shareholders' equity      5,461,400    5,712,401
                                         -------------  ------------
                                           $9,369,464   $9,985,737
                                         -------------  ------------
                                         -------------  ------------


 See notes to consolidated financial statements.

                                      3



<PAGE>

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)


                       THREE MONTHS   THREE MONTHS   NINE MONTHS   NINE MONTHS
                         ENDED          ENDED           ENDED        ENDED
                      SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30, SEPTEMBER 30,
                          1996           1995           1996         1995
                      -------------  -------------  ------------  -------------
OPERATING REVENUES:
 Pari-mutuel             $4,162,694     $4,290,252   $10,875,363    $10,915,731
 Concessions                784,873        854,674     1,887,049      2,131,037
 Admissions and
   parking                  228,581        323,955       529,024        722,710
 Programs and racing
   forms                    275,702        296,215       692,315        741,172
 Other operating
   revenue                  117,355        105,402       272,449        316,128
                      -------------  -------------  ------------  -------------
                          5,569,205      5,870,498    14,256,200     14,826,778

OPERATING EXPENSES:
 Pari-mutuel expenses:
      Statutory purses    1,647,661      1,631,935     3,064,650      3,071,086
      Host track fees       426,583        431,538     1,375,368      1,336,403
      Pari-mutuel
       taxes                 19,735        254,069       414,031        650,117
      Minnesota
       breeders' fund       202,148        215,967       545,315        558,407
 Salaries and benefits    1,363,753      1,418,554     3,337,689      3,707,715
 Cost of concession
   sales                    235,192        212,648       554,175        535,921
 Cost of publication
   sales                    301,283        326,941       772,122        802,518
 Depreciation and
   amortization             202,515        195,190       597,959        548,017
 Utilities                  194,085        215,341       517,044        525,691
 Repairs, maintenance
   and supplies             113,434        105,008       339,234        557,354
 Property taxes              95,985        101,608       287,955        304,825
 Advertising and
  marketing                 260,475        229,983       910,619        948,719

 Other operating
  expenses                  649,561        752,360    1,652,754       2,219,388
                       -------------  -------------  ------------  -------------
                          5,712,410      6,091,142   14,368,915      15,766,161

NONOPERATING (EXPENSES) 
 REVENUES:
 Interest  expense          (57,827)       (50,197)    (172,984)       (123,382)
 Other, net                     111                       6,085          13,719
                      -------------  -------------  ------------  -------------
                            (57,716)       (50,197)    (166,899)       (109,663)
                      -------------  -------------  ------------  -------------
LOSS BEFORE INCOME TAX
 BENEFIT                   (200,921)      (270,841)    (279,614)     (1,049,046)

INCOME TAX BENEFIT
                      -------------  -------------  ------------  -------------
NET LOSS                $ (200,921)    $  (270,841) $ (279,614)   $ (1,049,046)
                      -------------  -------------  ------------  -------------
                      -------------  -------------  ------------  -------------
NET LOSS PER COMMON &
 COMMON EQUIVALENT        
 SHARE                   $     (.07)    $      (.09) $     (.09)   $       (.36)
                      -------------  -------------  ------------  -------------
                      -------------  -------------  ------------  -------------
WEIGHTED AVERAGE NUMBER OF
 COMMON & COMMON
 EQUIVALENT SHARES
 OUTSTANDING              2,954,045      2,939,271     2,945,626      2,939,271
                      -------------  -------------  ------------  -------------
                      -------------  -------------  ------------  -------------

See notes to consolidated financial statements.

                                       4
<PAGE>


CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)


                                          NINE MONTHS     NINE MONTHS
                                             ENDED          ENDED
                                           SEPTEMBER 30,  SEPTEMBER 30,
                                              1996           1995
                                          -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                 $ (279,614)    $ (1,049,046)
                                        
   Adjustments to reconcile net  loss
     to net cash provided by (used
     in) operations:

     Depreciation and amortization             597,959          548,017
     Increase in accounts
       receivable                              (29,446)         (29,564)
     (Increase) decrease in other
       current assets                           54,538          (34,958)
     Increase in accounts payable
       and accrued expenses                     24,216          220,298
     Increase in accrued interest               62,747           51,977
     Increase (decrease) in accrued
       property taxes                           95,439         (171,891)
     Increase (decrease) in payable
       to horsepersons                         (70,946)         144,704
                                          -------------   -------------
       Net cash provided by (used in)
         operations                            454,893         (320,463)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Additions to property and equipment        (323,979)        (818,768)
   Proceeds from sale of property and
    equipment, net                              67,500
                                          -------------   -------------
   Net cash used in investing
    activities                                (256,479)        (816,768)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) on advance from
   shareholder, net                           (476,728)         864,020
   Proceeds on exercise of stock
    options                                     28,613
                                          -------------   -------------
   Net cash (used in) provided by
    financing activities                     (448,115)          864,020

NET DECREASE IN CASH                         (249,701)         (273,211)

CASH AT BEGINNING OF PERIOD                   388,571           323,259
                                          -------------   -------------
CASH AT END OF PERIOD                      $  138,870        $   50,048
                                          -------------   -------------
                                          -------------   -------------
                                                    


          See notes to consolidated financial statements.

                                   5
<PAGE>

CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1996 AND 1995 (UNAUDITED)


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of significant accounting policies  is included in the notes to
     consolidated financial statements in the 1995 Annual Report on Form 10-KSB.

     UNCASHED  WINNING TICKETS- On April  11, 1996, legislation became effective
     in  Minnesota whereby  winning  pari-mutuel tickets  which  are not  cashed
     within one  year of the  end of the  respective race  meet will become  the
     property of the Company.  The legislation is effective through December 31,
     1999 after  which uncashed winning  tickets will again  be remitted  to the
     State of Minnesota.   The Company will  record revenue associated with  the
     uncashed  winning tickets at the  time that management  estimates, based on
     historical experience,  that management can reasonably  estimate the amount
     of additional winning tickets from  a race meet that will be  presented for
     payment.    For the  nine months  ended  September 30,  1996, approximately
     $74,000  has  been recorded  in  pari-mutuel  revenue related  to  uncashed
     tickets.

     PARI-MUTUEL TAXES-  The legislation referred  to above also  provided that,
     beginning July 1, 1996, the first $12  million of pari-mutuel revenue would
     be exempt from the 6% pari-mutuel tax.  The legislation  is effective until
     July 1, 1999 and will benefit the  horsepersons' purse fund as well as  the
     Company.  Effective July 1, 1996, pari-mutuel taxes are being estimated for
     each 12 month period  from July 1 through June 30,  and an estimated annual
     effective  rate is being applied to all pari-mutuel commission and breakage
     revenues.

     UNAUDITED  FINANCIAL STATEMENTS  -  The consolidated  balance  sheet as  of
     September 30, 1996, the consolidated statements of operations for the three
     and  nine  months  ended September  30,  1996  and  1995, the  consolidated
     statements of cash  flows for the nine months ended  September 30, 1996 and
     1995,  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.

2.   RELATED-PARTY TRANSACTIONS

     At  September 30,  1996, the  Company had  a $3,000,000  unsecured line  of
     credit  arrangement  with  the  Company's majority  shareholder,  of  which
     $1,950,581 was outstanding.   The  interest rate for  borrowings under  the
     line of  credit is prime plus 2%.  Management believes that funds available
     under this line of credit,  or any other line of credit  which replaces it,
     along with funds generated from simulcast operations, will be sufficient to
     satisfy  its liquidity and capital  resource requirements during  1996.  If
     the line of credit is not replaced, the  Company's majority shareholder has
     agreed not to terminate this line of credit prior to March 31, 1997.

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>

                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     Canterbury  Park  Holding Corporation  (the  "Company")  owns and  operates
Canterbury Park (the "Racetrack"), the only pari-mutuel horse racing facility in
the State of Minnesota.  The  Company's revenues for the period from  January 1,
1996  to September 30, 1996 were derived  primarily from pari-mutuel take-out on
races simulcast to Canterbury Park from racetracks throughout the country during
234 days of simulcast racing.  The Company intends to conduct over 300 simulcast
racing days during 1996.  Additional pari-mutuel revenues were earned during the
Company's  1996  51-day   live  racing  meet  which  featured  thoroughbred  and
quarterhorse racing at Canterbury Park from May 25, 1996 to August 18, 1996.  In
addition  to   pari-mutuel  revenues,   the  Company  generates   revenues  from
admissions, advertising, parking, publication sales, concessions, special events
and other sources of revenue.

RESULTS  OF OPERATIONS FOR THE THREE MONTHS  AND NINE MONTHS ENDED SEPTEMBER 30,
1996 AND SEPTEMBER 30, 1995:

     While pari-mutuel revenues  for the  nine months ended  September 30,  1996
were flat compared to the same period in 1995, and total revenues decreased more
than $500,000, the net loss for the 1996 period was only  $279,614 compared to a
loss of $1,049,046  for the same period in 1995.  The significant improvement in
operating results for the first  nine months of 1996 compared to  the first nine
months of 1995 is due primarily  to an 8.9% decrease in operating expenses.   At
September 30, 1996, the Company had concluded its second live racing meet in two
years.   Experience  gained during  the 1995  live meet  enabled the  Company to
reduce expenses, particularly labor costs, in 1996.

     The net  loss for the  three months ended  September 30, 1996  was $200,921
compared  to a net loss of $270,841  during the same three-month period in 1995.
Despite  a decrease in  total revenues of  more than $300,000, or  5.1%, for the
third quarter  of 1996  compared to  the 1995 period,  the Company  was able  to
improve its  operating results due primarily to a $234,000, or 92%, reduction in
pari-mutuel  tax expense.   The  reductions in  all sources  of revenues  is due
primarily to conducting  only 28 days of live racing during the third quarter of
1996 compared to 31 days during the third quarter of 1995.

     Concessions  revenues,  along  with  admissions,  parking and  publications
revenues, were lower during the nine months ended September 30, 1996 compared to
the nine  months ended September 30,  1995 due primarily to  lower average daily
attendance (refer  to Summary of Operating  Data below), and to  four fewer live
racing days  in 1996.   Admission revenues  are also lower  than the  comparable
period in  1995 due to more  free admission and reduced  admission promotions in
1996.  A rate decrease in 1996 contributed to  lower valet and preferred parking
revenues.

     Pari-mutuel  tax expense is $236,000, or  36%, lower during the nine months
ended September  30, 1996 compared to  the nine months ended  September 30, 1995
due  primarily  to  legislation  which became  effective  July  1,  1996.   This
legislation provides  that, beginning  July 1,  1996, the  first $12 million  of
pari-mutuel  revenue  in a  12-month  period  is exempt  from  the  6% State  of
Minnesota pari-mutuel tax.  The legislation is effective until July  1, 1999 and
benefits 

                                         7
<PAGE>

the  horsepersons'  purse  fund  as  well  as  the  Company.  Pari-mutuel  
taxes have been  estimated  for the  12-month  period ending  June  30, 1997  
and  the estimated  annual effective  rate of  .50% has  been applied to  all 
pari-mutuel commission and  breakage revenues effective  July 1, 1996.   The 
impact  of this legislation during the  third quarter has  been to  reduce 
pari-mutuel taxes  by approximately $217,000. Of this amount, $157,000 is an 
expense reduction to the Company and $60,000 represents an increase in 
amounts payable for horsepersons' purses.

     The  legislation referred to above  also provided that  effective April 11,
1996 winning pari-mutuel tickets which are not cashed within one year of the end
of  the respective  race  meet will  become the  property of  the Company.   The
legislation  is effective through December 31, 1999 after which uncashed winning
tickets  will again  be remitted  to the  State of  Minnesota.   The Company  is
recording revenue associated with the uncashed winning tickets at  the time that
management  estimates,  based  on  historical experience,  that  management  can
reasonably estimate  the amount of additional  winning tickets from  a race meet
that will  be  presented for  payment.   For  the three  and nine  months  ended
September 30, 1996,  approximately $54,000 and  $74,000, respectively, has  been
recorded in pari-mutuel revenue related to uncashed tickets.

SUMMARY OF OPERATING DATA:
                                             NINE MONTHS       NINE MONTHS
                                                ENDED             ENDED
                                              SEPTEMBER 30,    SEPTEMBER 30,
                                                  1996              1995
                                               
RACING DAYS
     Simulcast only days                           183               180
     Live and simulcast day                         51                55
                                           ---------------   -------------
       Total Racing Days                           234               235
                                
ATTENDANCE
     Simulcast only days                        93,969            95,128
     Live and simulcast days                   192,481           217,993
                                           ---------------   -------------
       Total Attendance                        286,450           313,121
                                
ON-TRACK HANDLE
     Simulcast only days                   $29,714,000       $27,931,000
     Live and simulcast days  
          Live racing                       12,251,000        14,287,000
          Simulcast racing                  10,396,000        11,675,000
OUT-OF-STATE LIVE HANDLE                   $ 9,895,000       $ 3,339,000
                                           ---------------   -------------
       Total Handle                        $62,256,000       $57,232,000

AVERAGE DAILY ATTENDANCE
     Simulcast only days                           513               528
     Live and simulcast days                     3,774             3,964

ON-TRACK PER CAPITA WAGERING
     Simulcast only days                   $       316       $       294
     Live and simulcast days                       118               119

ON-TRACK AVERAGE DAILY HANDLE
     Simulcast only days                   $   162,372       $   155,172
     Live and simulcast days                   444,059           472,036




                                           8
<PAGE>


     As illustrated  in the preceeding table, attendance  on simulcast only days
for the nine  months ended September 30, 1996 was slightly  lower than the first
nine  months of  1995.   However, average  daily handle  on simulcast  only days
increased by 4.6% due to an increase in per capita wagering from $294 in 1995 to
$316 in 1996.

     On  51 live racing  days during the  nine months ended  September 30, 1996,
average  daily attendance  declined  by  4.8%  and  average  on-track  live  and
simulcast handle decreased by 5.9% compared to the 55 live racing days conducted
during the nine months ended September 30, 1995.

     While on-track  handle during the live  meet showed a decline  for the 1996
period compared  to 1995, total average daily handle on live and simulcast days,
which includes amounts wagered on Canterbury Park live races transmitted to out-
of-state simulcast sites,  increased by  almost 20% from  $533,000 to  $638,000.
The 196% increase  in out-of-state handle for the 1996 period is due to a change
to night racing on Thursday, Friday and Saturday as well  as greater interest in
the  Canterbury Park racing program  by simulcast sites  throughout the country.
While the gains in out-of-state handle represent a positive trend, the Company's
profit  margin on  wagers placed on  Canterbury Park live  races at out-of-state
locations  is substantially less than the margin  on wagers placed at Canterbury
Park.

     One  of the Company's largest single expense items is horsepersons' purses,
which Minnesota law requires to  be set aside from pari-mutuel revenues.   Purse
liabilities  from live racing are calculated at  8.4% of live handle while purse
liabilities from simulcast wagering are calculated as a percentage of retainage.
Retainage is  the balance of  pari-mutuel revenues remaining  after statutorily-
mandated deductions for the State of Minnesota pari-mutuel tax and the Minnesota
Breeders'  Fund  as  well as  payments  to  the  host  racetrack.   The  minimum
percentage required  by law to  be set  aside for purses  from simulcast  racing
varies  substantially depending  on the  time of  the year  the  simulcasting is
conducted.   For  a  25  week  period  beginning  in early  May,  which  is  the
statutorily-established "Racing Season," 50% of  the net retainage is  allocated
to a fund for the payment of purses  during the live meet.  For the remaining 27
weeks of  the year, November through  April, funds accumulate for  purses at the
rate  of 25%  of retainage  after deducting  an 8%  expense factor.   Therefore,
during  the first  four months and  last two  months of  any calendar  year, the
Company benefits from the lower "non-racing season" purse rate.

     During the  first nine  months of 1996,  Canterbury Park  hosted two  major
competitive snowmobile  races and a three-day  arts and crafts  fair, drawing an
average of  more than 15,000 spectators per event.  During the comparable period
in 1995, Canterbury Park hosted one snowmobile race and an arts and crafts fair.
None of these  events occurred during the three months  ended September 30, 1996
or September 30, 1995.  The snowmobile race in 1995, although gaining Canterbury
Park  a reputation as one of the  premier snowmobile racing venues in the world,
was not profitable.  The Company hosted a series of three snowmobiling events at
the facility  during the 1995-1996 winter  season.  This allowed  the Company to
allocate the  cost of preparing the  racing surface to three  events compared to
only the  single event in  February of 1995.   In addition, the  Company did not
directly  promote the  events in  1996, but  rather leased  the facility  to the
promoters.  This reduced the Company's risk and eliminated approximately $75,000
of other operating expenses  related to the 1995 race.   These expenses are  not

                                       9
<PAGE>

reflected in the 1996 financial  statements as the costs were paid  directly by,
or were reimbursed by, the promoters.

     Salaries  and benefits are  lower for the  three and nine  month periods of
1996  compared to  1995 due  to a  shorter live  racing season  in 1996,  and to
operating efficiencies  gained primarily in  the concessions and  mutuels areas.
In addition, after the 1995 live meet,  certain reductions and consolidations of
full-time staff were enacted to reduce wage expenses for the Company.

     Depreciation and amortization have  increased from the 1995 periods  due to
the acquisition of significant amounts of video equipment in the  second quarter
of 1995 and other asset acquisitions and building improvements since that time.

     Repairs  and  maintenance expense  for  the  1996  nine-month  period  were
substantially  lower  than the  prior year  due to  the significant  repairs and
maintenance necessary  during the first six months of 1995 to return live racing
to the  facility in  May of  1995  for the  first time  in almost  three  years.
Repairs and maintenance expense for the three months ended September 30, 1996 is
comparable to the expense during the same period in 1995.

     Other  operating expense levels  were lower  for the  three and  nine month
periods  in  1996 due  to  stabilization of  operations  and increased  focus on
expense control in 1996.

     Interest  expense  for  the   three-month  and  nine-month  periods  ending
September 30, 1996  has increased  15% and  40%, respectively,  compared to  the
three-month and nine-month periods ending September 30, 1995 due to increases in
amounts payable  to horsepersons and  in advances on a  line of credit  with Mr.
Curtis Sampson, the Company's Chairman.   The average daily balance  of advances
on  the line of credit was approximately  $1.8 million for the first nine months
of 1996, compared to $1.3 million for the first nine months of 1995. The average
interest rate on  the line of credit was  10.28% in 1996 compared to  10.85% for
the 1995 period.   The average daily balance of  amounts payable to Horsepersons
was approximately $445,000 for the nine months ended September 30, 1996 compared
to  approximately $415,000  for the nine  months ended  September 30,  1995.  In
addition, the  interest rate paid on  amounts due to Horsepersons  has increased
from 6.0% during the  first nine months of 1995  to an average of 8.28%  for the
comparable period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

     During the period January 1, 1996 through September 30, 1996, cash provided
by  operating   activities  was   $454,893,  which  resulted   principally  from
depreciation  and  amortization  (a  noncash  expense)  of  $597,959  which  was
partially offset by the net loss from operations of $279,614.

     During the period January 1, 1996 through September 30, 1996,  cash used in
financing  activities was $448,115, which  was primarily the  result of payments
reducing the  Company's line of credit with the Company's Chairman of the Board.
During   the  1995  period,  the   $864,020  provided  by  financing  activities
represented net proceeds from advances on the line of credit.

     Net cash used  in investing activities for the nine  months ended September
30, 1996 was  $256,479, which reflected the net result  of additions to property
and equipment of $323,979 and 

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<PAGE>

the proceeds of the  sale  of  excess  video  equipment  of  $67,500.   For  the
comparable  1995  period net  cash  used  in  investing activities was  $818,768
which  was  primarily the purchase  of video  production equipment necessary for
live racing.

     Under its agreement  with the  horsepersons' associations   the Company  is
required  to segregate purse funds received from simulcasting for future payment
as purses  for live racing or for  other uses of the  horsepersons.  Pursuant to
this agreement, during the nine months ended September 30, 1996, the Company has
transferred   into  a  trust  account  or  paid  directly  to  the  horsepersons
approximately $3,127,000.  At September 30, 1996, the  Company had an additional
$462,765 liability to the horsepersons which  will be paid with interest in 1996
in accordance with the agreement.

     The  Company  believes  that the  funds  to  be  generated from  operations
together  with  funds available  under its  $3,000,000 line  of credit  with Mr.
Sampson  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.    The Company  is  also
attempting to  obtain a credit facility from a traditional lender to replace the
line of credit with Mr. Sampson.  Mr. Sampson has advised the Company that if it
is unable to  obtain a credit facility  from a traditional lender,  then he will
keep his line of credit in place until  at least March 31, 1997.  As of November
8, 1996, borrowings under the line of credit were $2,130,195.


















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<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

          None

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:  November 8, 1996       /s/ Randall D. Sampson
                              ----------------------------------
                              Randall D. Sampson, 
                              President, Chief Executive Officer and Treasurer




















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