<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, 1997.

     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 2,972,382 shares of common stock, $.01 par value per share,
outstanding as of August 4, 1997.

<PAGE>

                       Canterbury Park Holding Corporation

                                      INDEX

                                                                          Page
                                                                          ----
PART 1.   FINANCIAL INFORMATION

          Item 1. FINANCIAL STATEMENTS

                  Consolidated Balance Sheets as of
                  June 30, 1997 and December 31, 1996 . . . . . . . . . .   3
               
                  Consolidated Statements of Operations for the periods 
                  ended June 30, 1997 and 1996. . . . . . . . . . . . . .   4
               
                  Consolidated Statements of Cash Flows for the periods 
                  ended June 30, 1997 and 1996. . . . . . . . . . . . . .   5
               
                  Notes to Consolidated Financial Statements. . . . . . .   6
               
          Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS. . . . . . . . . .   7


PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .  12

          Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .  13

<PAGE>

               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996 (UNAUDITED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             JUNE 30,        DECEMBER 31,
                                                                              1997             1996
<S>                                                                       <C>                <C>
ASSETS

CURRENT ASSETS
  Cash                                                                    $   432,644         $   296,671
  Accounts receivable, net of allowance for uncollectible accounts            269,761             186,834
  Inventory                                                                   109,875              72,731
  Deposits                                                                     41,553              20,000
  Prepaid expenses                                                            178,660              81,367
                                                                          -----------         -----------
      Total current assets                                                  1,032,493             657,603

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $2,378,743 and $1,981,468, respectively                                8,491,681           8,631,754

INTANGIBLE ASSETS, net of accumulated amortization of
  $12,193 and $9,925, respectively                                             12,175              12,775
                                                                          -----------         -----------
                                                                          $ 9,536,349         $ 9,302,132
                                                                          ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                       $  1,342,573          $  623,930
  Accrued wages and payroll taxes                                             403,953             161,272
  Accrued interest                                                             78,887             149,387
  Advance from shareholder (Note 2)                                           507,399           1,609,754
  Accrued property taxes                                                      374,038             370,916
  Payable to horsepersons                                                     845,665             560,555
                                                                          -----------         -----------
      Total current liabilities                                             3,552,515           3,475,814

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value, 10,000,000 shares authorized,
    2,972,382 and 2,961,382, respectively, shares issued and
    outstanding                                                                29,724              29,614
  Additional paid-in capital                                                7,899,003           7,879,551
  Accumulated deficit                                                      (1,944,893)         (2,082,847)
                                                                          -----------         -----------
      Total shareholders' equity                                            5,983,834           5,826,318
                                                                          -----------         -----------
                                                                          $ 9,536,349         $ 9,302,132
                                                                          ===========         ===========
</TABLE>


See notes to consolidated financial statements.


                                       3
<PAGE>

               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS
PERIODS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     THREE MONTHS      THREE MONTHS       SIX MONTHS        SIX MONTHS
                                        ENDED             ENDED             ENDED             ENDED
                                    JUNE 30, 1997     JUNE 30, 1996     JUNE 30, 1997      JUNE 30,1996
<S>                                 <C>               <C>               <C>                <C>
OPERATING REVENUES:
  Pari-mutuel                         $4,247,838        $4,077,679        $6,994,484        $6,712,670
  Concessions                            763,699           721,607         1,165,349         1,102,175
  Admissions and parking                 237,726           234,805           297,027           300,444
  Programs and racing forms              261,406           278,508           392,495           416,613
  Other operating revenue                115,312            83,663           177,193           155,093
                                      ----------        ----------        ----------        ----------
                                       5,625,981         5,396,262         9,026,548         8,686,995

OPERATING EXPENSES:
  Pari-mutuel expenses
    Statutory purses                   1,342,139         1,233,586         1,592,606         1,416,988
    Host track fees                      527,173           488,853           984,908           948,785
    Pari-mutuel taxes                      9,250           236,112            20,986           394,296
    Minnesota breeders' fund             211,565           202,897           354,131           343,167
  Salaries and benefits                1,479,539         1,379,089         2,189,006         1,973,936
  Cost of concession sales               226,471           226,458           344,598           318,984
  Cost of publication sales              288,463           305,639           441,257           470,839
  Depreciation and amortization          215,206           199,078           423,266           395,444
  Utilities                              158,110           174,390           316,003           322,959
  Repairs, maintenance and supplies      218,884           173,416           317,054           225,800
  Property taxes                          93,510            95,985           190,141           191,970
  Advertising and marketing              459,263           562,660           553,904           650,144
  Other operating expenses               745,482           671,724         1,090,729         1,003,194
                                      ----------        ----------        ----------        ----------
                                       5,975,055         5,949,887         8,818,589         8,656,506

NONOPERATING (EXPENSES) REVENUES:
  Interest expense                       (29,242)          (52,904)          (70,558)         (115,157)
  Other, net                                 550             5,055               553             5,975
                                      ----------        ----------        ----------        ----------
                                         (28,692)          (47,849)          (70,005)         (109,182)
                                      ----------        ----------        ----------        ----------

INCOME (LOSS) BEFORE INCOME TAX         (377,766)         (601,474)          137,954           (78,693)

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

NET INCOME (LOSS)                     $ (377,766)       $ (601,474)       $  137,954        $  (78,693)
                                      ==========        ==========        ==========        ==========

NET INCOME (LOSS) PER COMMON &
  COMMON EQUIVALENT SHARE             $     (.13)       $     (.20)       $      .05        $     (.03)
                                      ==========        ==========        ==========        ==========

WEIGHTED AVERAGE NUMBER OF COMMON 
  & COMMON EQUIVALENT SHARES 
  OUTSTANDING                          2,971,294         2,943,468         2,966,973         2,941,369
                                      ==========        ==========        ==========        ==========
</TABLE>


See notes to consolidated financial statements.


                                       4
<PAGE>

               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
PERIODS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    SIX MONTHS          SIX MONTHS
                                                                       ENDED               ENDED
                                                                   JUNE 30, 1997       JUNE 30, 1996
<S>                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (loss)                                                  $   137,954         $   (78,693)
  Adjustments to reconcile net income (loss)
   to net cash provided by operations:
     Depreciation and amortization                                       423,266             395,444
     Increase in accounts receivable                                     (82,927)            (91,432)
     Increase in other current assets                                   (155,990)            (85,595)
     Increase in accounts payable and accrued expenses                   961,324             828,478
     (Decrease) increase in accrued interest                            (70,500)             13,864
     Increase (decrease) in accrued property taxes                         3,122                (546)
     Increase in payable to horsepersons                                 285,110             227,627
                                                                     -----------         -----------
       Net cash provided by operations                                 1,501,359           1,209,147


CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment                                (331,642)           (320,689)
     Additions to intangible assets                                       (1,668)
     Proceeds from sale of property and equipment, net                    50,717              67,500
                                                                     -----------         -----------
       Net cash used in investing activities                            (282,593)           (253,189)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on advance from shareholder, net                         (1,102,355)           (657,201)
    Proceeds on exercise of options                                       19,562              19,238
                                                                     -----------         -----------
       Net cash used in financing activities                          (1,082,793)           (637,963)

NET INCREASE IN CASH                                                     135,973             317,995

CASH AT BEGINNING OF PERIOD                                              296,671             388,571
                                                                     -----------         -----------

CASH AT END OF PERIOD                                                $   432,644         $   706,566
                                                                     ===========         ===========
</TABLE>


See notes to consolidated financial statements.


                                       5

<PAGE>

               CANTERBURY PARK HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)
-------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The summary of significant accounting policies is included in the notes to
     consolidated financial statements in the 1996 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
     period ending June 30, 1997, income tax expense of approximately $92,000 is
     offset by a reduction in the valuation allowance recorded on the deferred
     tax asset related to the Company's net operating loss carryforward.

     EARNINGS PER SHARE - In February 1997, the Financial Accounting Standards
     Board issued Statement of Financial Accounting Standards No. 128 (SFAS 128)
     "Earnings Per Share," which is effective for periods ending after December
     15, 1997.  SFAS 128 revises the standards for computing and presenting
     earnings per share (EPS).  The Company will continue to apply APB Opinion
     No. 15 to compute the EPS through the effective date.  EPS for the first
     six months of 1997 computed under SFAS 128 would have resulted in basic and
     diluted earnings per share of $.05 and $.04, respectively.
     
     UNAUDITED FINANCIAL STATEMENTS - The consolidated balance sheet as of June
     30, 1997, the consolidated statements of operations for the three and six
     months ended June 30, 1997 and 1996, the consolidated statements of cash
     flows for the six months ended June 30, 1997 and 1996, 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 June 30, 1997, the Company had a $3,000,000 line of credit arrangement
     with the Company's majority shareholder, of which $507,399 was outstanding.
     The interest rate for borrowings under the line of credit was 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 1997.  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, 1998.
     
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

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,
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 175
days of simulcast racing and from 25 days of live racing conducted at Canterbury
Park.  In 1997 the Company intends to conduct over 300 simulcast racing days and
53 days of live racing featuring thoroughbred and quarter horse racing at
Canterbury Park as the Company conducts its live racing meet from May 17, 1997
to August 17, 1997.  In addition, the Company will conduct three days of live
harness racing over the 1997 Labor Day weekend.  During live race meets, the
Company earns pari-mutuel take-out on live Thoroughbred, Quarter Horse and
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, advertising, parking, publication sales, concessions, special events
and other sources of revenue.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996:
     
     Operating revenues increased approximately 4% during the six months 
ended June 30, 1997, compared to the six months ended June 30, 1996. The 
increase is due primarily to higher pari-mutuel revenues, but also to higher 
concession sales and space rental revenues.


                                       7
<PAGE>

     Pari-mutuel revenue is higher due partly to higher on-track handle 
during the first six months and the second quarter of 1997 compared to the 
same periods in 1996.  As illustrated in the table below, total handle for 
the six months ended June 30, 1997 increased 2% to $38.1 million from $37.4 
million for the six months ended June 30, 1996.  The increase is due 
primarily to increased simulcast wagering on live race days, partially as a 
result of two additional live racing days in the 1997 second quarter.

     SUMMARY OF OPERATING DATA:
<TABLE>
<CAPTION>
                                      Six Months     Six Months
                                         Ended         Ended
                                     June 30, 1997  June 30, 1996
<S>                                  <C>            <C>
RACING DAYS
   Simulcast only days                        150            132
   Live and simulcast days                     25             23
                                      -----------    -----------
               Total Racing Days              175            155
                                      

ATTENDANCE
   Simulcast only days                     70,876         73,162
   Live and simulcast days                 87,994         85,645
                                      -----------    -----------
                Total Attendance          158,870        158,807

ON-TRACK HANDLE
   Simulcast only days                $22,647,000    $22,732,000
   Live and simulcast days
     Live racing                        5,200,000      5,552,000
     Simulcast racing                   5,847,000      4,734,000
OUT-OF-STATE LIVE HANDLE                4,450,000      4,389,000
                                      -----------    -----------
                 Total Handle         $38,144,000    $37,407,000

AVERAGE DAILY ATTENDANCE
   Simulcast only days                        473            554
   Live and simulcast days                  3,520          3,724

ON-TRACK PER CAPITA WAGERING
   Simulcast only days                $       320    $       311
   Live and simulcast days                    126            120

ON-TRACK AVERAGE DAILY HANDLE
   Simulcast only days                $   150,980    $   172,212
   Live and simulcast days                441,880        447,217

</TABLE>

     Since February of 1997, the Company has conducted simulcast racing seven
days a week, compared to six days per week during the first half of 1996.  This
change was in 


                                       8
<PAGE>

response to patron requests to provide simulcast racing on Tuesdays.  While 
attendance on Tuesdays has met management's expectations, average attendance 
on these Tuesdays was lower than the average attendance on all other days, 
thus contributing to the lower average daily attendance and handle figures 
for 1997 compared to 1996. On-track per-capita wagering  has increased 
compared to the same period in 1996.

     The slight increase in out-of-state handle for the 1997 period is due to
continued efforts to "sell" live races to out-of-state locations.  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. Statutory purse expense increased $175,618 or 12.4% for the six 
months ended June 30, 1997 compared to the same period in 1996.  Purse 
expense increased $108,553 for the three months ended June 30, 1997 compared 
to the same period in 1996.  These increases are due partly to higher 
on-track wagering compared to 1996, but are due primarily to the legislation 
exempting the first $12 million of take-out from the State of Minnesota 
pari-mutuel tax. This legislation which became effective in Minnesota 
beginning July 1, 1996 is effective until July 1, 1999 and benefits the 
horsepersons' purse fund as well as the Company during a statutorily mandated 
twelve-month period beginning July 1 and ending the following June 30. The 
effect of this legislation during the first six months of 1997 was to 
increase the Racetrack's net pari-mutuel revenue, thereby increasing the 
amounts paid to the horsepersons for purses. During the quarterly interim 
periods since July 1, 1996, pari-mutuel taxes have been estimated and an 
estimated annual effective tax rate had been applied to pari-mutuel take-out. 
Total pari-mutuel tax expense incurred for the three month and six month 
periods ended June 30, 1997 was $9,250 and $20,986, respectively,  compared 
to $236,112 and $394,296 for the respective periods ended June 30, 1996.

     The legislation described above also provided that 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 expires 
December 31, 1999.  The Company is recording revenue associated with the 
uncashed winning tickets at the time, 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.  Revenue recognized from 
uncashed winning tickets for the six months ended June 30, 1997 and June 30, 
1996 was $96,405 and $16,765, respectively.

     The legislative changes enacted in 1996, which expire in December 1999, 
have enabled the Company to make changes necessary to improve customer 
service and upgrade the Racetrack.  These changes have resulted in increased  
salary and benefit expenses as well as increased expenditures for repairs and 
maintenance. 

     Advertising and marketing expenses were lower during the first six months
and second quarter of 1997 compared to 1996 because the advertising campaign for
the 1997 live race meet included only minimal television advertising in contrast
to the 1996 television blitz prior to the live meet.  In addition,  the Company
has reduced overall advertising costs by focusing on more targeted print and
direct mail advertising in 1997.

                                       9
<PAGE>

     Net interest expense decreased 45% and 39% for the three-month and 
six-month periods ending June 30, 1997, respectively, compared to the 
comparable periods in 1996.  Positive cash flows from operations have allowed 
the Company to reduce its advances on a line of credit with Mr. Curtis 
Sampson, the Company's Chairman and largest shareholder.  The average daily 
balance of advances on the line of credit was approximately $853,000 for the 
first half of 1997, compared to $1.8 million for the first half of 1996. The 
average interest rate on the line of credit was 10.38% in 1997 compared to 
10.39% for the 1996 period.  The average daily balance of amounts payable to 
Horsepersons was approximately $670,000 for the six months ended June 30, 
1997 compared to approximately $475,000 for the six months ended June 30, 
1996.  The weighted average interest rate on amounts due to Horsepersons was 
8.0% during the first six months of 1997 compared to an average of 8.25% for 
the same period in 1996.

     There is no estimated income tax expense for the six months ended June 
30, 1997 because the net operating loss carryforwards of $1,649,000 available 
at December 31, 1996 are substantially more than anticipated net income for 
the year ended 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 
operating profits during the third quarter of fiscal year 1997.

     Net income for the six months ended June 30, 1997 was $137,954 compared 
to a loss of $78,693 for the six months ended June 30, 1996.  The net loss of 
$601,474 during the quarter ended June 30, 1996 was reduced by $223,708 to a 
loss of $377,766 for the quarter ended June 30, 1997.  The improvement in 
both the three-month and six-month periods is attributable primarily to 
higher pari-mutuel revenues, lower advertising and marketing expenses,  lower 
pari-mutuel tax expense and lower interest expense.  These improvements are 
partially offset by higher statutory purse expense, higher salaries and 
benefits expense and higher repairs, maintenance and supplies expenses.

LIQUIDITY AND CAPITAL RESOURCES

     During the period January 1, 1997 through June 30, 1997, cash provided 
by operating activities was $1,501,359, which resulted principally from an 
increase in accounts payable and accrued expenses of $961,324, and 
depreciation and amortization of $423,266.  Other items providing cash from 
operations included an increase in the payable to horsepersons of $285,110 
and net income of $137,954. These items were partially offset by an increase 
in accounts receivable and other current assets of $238,917, and a decrease 
in accrued interest of $70,500.

     During the period January 1, 1997 through June 30, 1997, cash used in
financing activities was $1,082,793, which was primarily the result of payments
reducing the Company's line of credit with Mr. Curtis Sampson.

     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 six months ended June 30, 1997, the Company has
transferred into a trust account or paid directly to the horsepersons
approximately $1,290,200.  At June 30, 1997, the Company had an additional
$845,665 liability to the horsepersons which will be paid with interest in 1997
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 an institutional 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 an 
institutional lender, then he will keep his line of credit in place until at 
least March 31, 1998.  As of August 4, 1997, borrowings under the line of 
credit were approximately $756,000.

                                       10
<PAGE>

OPERATING PLAN:

     At June 30, 1997, the Company was in the middle of its 1997 live race 
meet which consists of a 26-day mixed meet of Thoroughbred and Quarter Horse 
racing, a 27-day Thoroughbred-only meet, and three days of live harness 
racing over Labor Day weekend.

     The Company's ability to operate profitably during the remainder of 1997
will largely depend on its ability to maintain levels of attendance and wagering
handle for live and simulcast racing at levels similar to 1996.  The Company
will also need to maintain operating expenses at levels similar to 1996.  In
addition, the Company is emphasizing the expansion of special events in order to
maximize the potential of the facility year-round.  Legislation which became
effective in 1996 relating to the pari-mutuel tax and uncashed winning tickets
has supplemented cash flows in 1997, the first full fiscal year that the
legislation has been in effect.

     Legislation which would permit the Minnesota State Lottery to operate up 
to 1,500 video lottery terminals (VLT's) at Canterbury Park was  introduced 
during the 1997 session of the Minnesota Legislature.  This proposal was 
primarily structured to provide a source of financing for a new outdoor 
baseball stadium for the Minnesota Twins.  Public polling during that period 
indicated that public support was strong for funding the stadium bill using 
income from VLT's at Canterbury Park. However, the legislative session ended 
without resolution of the issue.  The stadium issue is currently being 
studied by a committee which will report to the Legislature during a special 
session expected to convene in September of 1997 to deal with the stadium 
issue. The Company has engaged various consultants to research and report to 
the committee and the legislature on the viability and potential 
profitability of additional gaming at Canterbury Park. No assurance can be 
given that any stadium funding legislation authorizing additional gaming at 
the Racetrack will be enacted and, if enacted, the Company is unable to 
provide any estimates as to the financial impact this legislation would have 
on the Company.

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.


                                       11
<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 5, 1997. 
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 2,893,135 
shares (approximately 97% of all outstanding shares) were voted in favor of 
the reelection of each of the directors.

In addition, shareholders approved an amendment of the Company's 1994 Stock 
Plan increasing the total number of shares issuable pursuant to stock options 
or stock grants under the Plan from 250,000 shares to 500,000 shares. A total 
of 2,216,966 shares were voted for the proposed amendment of the Plan; 30,930 
shares were voted against the proposal; and, 5,000 shares abstained.

Item 5.   OTHER INFORMATION

          None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)       Reports on Form 8-K

                    None

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<PAGE>

                                   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 7, 1997        /s/ Randall D. Sampson
                              ------------------------------------------------
                              Randall D. Sampson, 
                              President, Chief Executive Officer and Treasurer


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