SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


          (Mark  One)

         /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER 30, 1999,  OR

         / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM  __________TO___________

                        Commission file number 000-25306

                            EQUUS GAMING COMPANY L.P.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Virginia                            52-1846102
          -------------------------------          -------------------
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)           Identification No.)

                             650 Munoz Rivera Avenue
                            Doral Building, 7th Floor
                               Hato Rey, PR  00918
              -----------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

                                 (787) 753-0676
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

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

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the latest practicable date. 8,389,824 Class A Units

<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                                    FORM 10 Q
                                      INDEX

                                                                         PAGE
PART I - FINANCIAL INFORMATION                                          NUMBER
<S>                                                                     <C>
Item 1 - Consolidated Financial Statements

Consolidated Statements of Loss for the Nine Months
Ended September 30, 1999 and 1998 (Unaudited)                             3
Consolidated Statements of Loss for the Three Months Ended
September 30, 1999 and 1998 (Unaudited)                                   4

Consolidated Statements of Comprehensive Loss for the Three and
the Nine Months Ended September 30, 1999 and 1998 (Unaudited)             5

Consolidated Balance Sheets at September 30, 1999 (Unaudited)
and December 31, 1998 (Audited)                                           6

Consolidated Statement of Changes in Partners' Deficit for the
Nine Months Ended September 30, 1999 (Unaudited)                          8

Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1999 and 1998 (Unaudited)                      9

Notes to Consolidated Financial Statements                                11

Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations                                                     17
Liquidity and Capital Resources                                           19

Item 3 - Quantitative and Qualitative Disclosure About Market Risk        23

PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings                                               23

Item 2 -  Material Modifications of Rights of Registrant's Securities     23

Item 3 -  Default upon Senior Securities                                  23

Item 4 -  Submission of Matters to a Vote of Security Holders             23

Item 5 -  Other Information                                               23

Item 6 -  Exhibits and Reports on Form 8-K                                23

Signatures                                                                24
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                         CONSOLIDATED STATEMENTS OF LOSS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)


                                                 1999          1998
                                             ------------  ------------
<S>                                          <C>           <C>
REVENUES:
  Commissions on wagering . . . . . . . . .  $49,594,091   $44,371,528
  Net revenues from lottery services. . . .      451,529       742,366
  Other revenues. . . . . . . . . . . . . .    2,889,234     3,015,508
                                             ------------  ------------
                                              52,934,854    48,129,402
                                             ------------  ------------
EXPENSES:
  Payments to horseowners . . . . . . . . .   24,366,335    21,860,903
  Salaries, wages and employee benefits . .    8,407,488     8,459,887
  Operating expenses. . . . . . . . . . . .    6,296,327     6,702,628
  General and administrative. . . . . . . .    2,660,922     1,796,349
  Marketing, television and satellite costs    3,208,836     2,769,058
  Financial expenses. . . . . . . . . . . .    6,302,269     6,749,252
  Depreciation and amortization . . . . . .    2,705,121     2,789,728
                                             ------------  ------------
                                              53,947,298    51,127,805
                                             ------------  ------------

LOSS BEFORE INCOME TAXES, MINORITY
  INTEREST AND EXTRAORDINARY ITEM . . . . .   (1,012,444)   (2,998,403)

PROVISION FOR INCOME TAXES. . . . . . . . .       53,872             -
                                             ------------  ------------

LOSS BEFORE MINORITY INTEREST AND
 EXTRAORDINARY ITEM . . . . . . . . . . . .   (1,066,316)   (2,998,403)

MINORITY INTEREST IN LOSSES . . . . . . . .     (705,701)      (27,321)
                                             ------------  ------------

LOSS BEFORE EXTRAORDINARY ITEM. . . . . . .     (360,615)   (2,971,082)

EXTRAORDINARY ITEM - discount on early
  redemption of First Mortgage Notes. . . .       22,680             -
                                             ------------  ------------

NET LOSS. . . . . . . . . . . . . . . . . .  $  (337,935)  $(2,971,082)
                                             ============  ============

ALLOCATION OF NET LOSS:
  General Partner . . . . . . . . . . . . .  $    (3,379)      (29,711)
  Limited Partners. . . . . . . . . . . . .     (334,556)   (2,941,371)
                                             ------------  ------------
                                             $  (337,935)  $(2,971,082)
                                             ============  ============

BASIC AND DILUTED PER UNIT NET LOSS . . . .  $     (0.04)  $     (0.47)
                                             ============  ============

WEIGHTED AVERAGE UNITS OUTSTANDING. . . . .    7,579,290     6,333,617
                                             ============  ============
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                         CONSOLIDATED STATEMENTS OF LOSS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)


                                                  1999          1998
                                              ------------  ------------
<S>                                           <C>           <C>
REVENUES:
  Commissions on wagering. . . . . . . . . .  $16,239,090   $13,198,149
  Net revenues from lottery services . . . .      185,991       120,410
  Other revenues . . . . . . . . . . . . . .      832,970     1,307,604
                                              ------------  ------------
                                               17,258,051    14,626,163
                                              ------------  ------------
OPERATING EXPENSES:
  Payments to horse owners . . . . . . . . .    7,940,482     6,646,898
  Salaries, wages and employee benefits. . .    2,933,588     2,861,418
  Operating expenses . . . . . . . . . . . .    2,342,932     2,188,225
  General and administrative . . . . . . . .      886,263       625,291
  Marketing and satellite transmission costs      996,338       835,735
  Financial expenses . . . . . . . . . . . .    2,154,667     2,299,662
  Depreciation and amortization. . . . . . .      982,834       966,735
                                              ------------  ------------
                                               18,237,104    16,423,964
                                              ------------  ------------

LOSS BEFORE INCOME TAXES AND MINORITY
   INTEREST. . . . . . . . . . . . . . . . .     (979,053)   (1,797,801)

INCOME TAX  BENEFIT. . . . . . . . . . . . .     (276,042)            -
                                              ------------  ------------
LOSS BEFORE MINORITY INTEREST. . . . . . . .     (703,011)   (1,797,801)

MINORITY INTEREST IN LOSSES. . . . . . . . .     (274,996)      (18,400)
                                              ------------  ------------

NET LOSS . . . . . . . . . . . . . . . . . .  $  (428,015)  $(1,779,401)
                                              ============  ============

ALLOCATION OF NET LOSS:
  General Partner. . . . . . . . . . . . . .  $    (4,280)  $   (17,794)
  Limited Partners . . . . . . . . . . . . .     (423,735)    1,761,607)
                                              ------------  ------------
                                              $  (428,015)  $(1,779,401)
                                              ------------  ------------

BASIC AND DILUTED NET LOSS PER UNIT. . . . .  $     (0.05)  $     (0.28)
                                              ============  ============

WEIGHTED AVERAGE UNITS OUTSTANDING . . . . .    8,439,824     6,333,617
                                              ============  ============
</TABLE>

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

                                        4
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE  LOSS
              FOR THE NINE AND THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)


FOR THE NINE MONTHS ENDED SEPTEMBER 30,       1999          1998
                                          ------------  ------------
<S>                                       <C>           <C>
  NET LOSS . . . . . . . . . . . . . . .  $  (337,935)  $(2,971,082)

  OTHER COMPREHENSIVE LOSS:
  Currency translation adjustments . . .     (736,253)      (40,470)
                                          ------------  ------------

COMPREHENSIVE LOSS . . . . . . . . . . .  $(1,074,188)  $(3,011,552)
                                          ============  ============


FOR THE THREE MONTHS ENDED SEPTEMBER 30,

  NET LOSS . . . . . . . . . . . . . . .  $  (428,015)  $(1,779,401)

  OTHER COMPREHENSIVE LOSS:
  Currency translation adjustments . . .     (867,014)       (1,809)
                                          ------------  ------------

COMPREHENSIVE LOSS . . . . . . . . . . .  $(1,295,029)  $(1,781,210)
                                          ============  ============
</TABLE>

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

                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 EQUUS GAMING COMPANY L.P.
                                CONSOLIDATED BALANCE SHEETS


                          ASSETS
                                                             SEPTEMBER 30,    DECEMBER 31,
                                                                 1999             1998
                                                            ---------------  --------------
                                                              (Unaudited)      (Audited)
<S>                                                         <C>              <C>
CASH AND CASH EQUIVALENTS:
   Unrestricted. . . . . . . . . . . . . . . . . . . . . .  $    1,097,000   $   6,462,992
   Restricted. . . . . . . . . . . . . . . . . . . . . . .       1,399,165         174,275
                                                            ---------------  --------------
                                                                 2,496,165       6,637,267
                                                            ---------------  --------------

PROPERTY AND EQUIPMENT:
   Land. . . . . . . . . . . . . . . . . . . . . . . . . .       7,748,617       7,128,858
   Buildings and improvements. . . . . . . . . . . . . . .      55,092,389      44,615,936
   Equipment . . . . . . . . . . . . . . . . . . . . . . .      13,096,110      10,924,669
                                                            ---------------  --------------
                                                                75,937,116      62,669,463
   Less - accumulated depreciation . . . . . . . . . . . .     (17,525,437)    (15,199,341)
                                                            ---------------  --------------
                                                                58,411,679      47,470,122
                                                            ---------------  --------------

DEFERRED COSTS, NET:
   Financing . . . . . . . . . . . . . . . . . . . . . . .       2,591,042       3,075,706
   Costs of Panama contract. . . . . . . . . . . . . . . .       2,007,500       2,090,000
   Other . . . . . . . . . . . . . . . . . . . . . . . . .         541,414         209,852
                                                            ---------------  --------------
                                                                 5,139,956       5,375,558
                                                            ---------------  --------------
OTHER ASSETS:
   Accounts receivable, net. . . . . . . . . . . . . . . .       1,050,907       1,160,468
   Notes receivable. . . . . . . . . . . . . . . . . . . .       1,143,063       1,708,211
   Investment in Equus Comuneros S.A.("SECSA"), see Note 1               -         950,000
   Prepayments and other assets. . . . . . . . . . . . . .       1,146,541         737,580
                                                            ---------------  --------------
                                                                 3,340,511       4,556,259
                                                            ---------------  --------------
                                                            $   69,388,311   $  64,039,206
                                                            ===============  ==============
</TABLE>

                                   (continues)

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                   EQUUS GAMING COMPANY L.P.
                                  CONSOLIDATED BALANCE SHEETS

                                          (continued)


               LIABILITIES AND PARTNERS' DEFICIT
                                                                SEPTEMBER 30,    DECEMBER 31,
                                                                    1999             1998
                                                               ---------------  --------------
(Unaudited)                                                       (Audited)
<S>                                                            <C>              <C>
FIRST MORTGAGE NOTES:
  Principal, net of note discount of $932,725 and $1,068,540.  $   53,521,275   $  56,194,460
  Accrued interest. . . . . . . . . . . . . . . . . . . . . .       1,855,679         317,069
                                                               ---------------  --------------
                                                                   55,376,954      56,511,529
                                                               ---------------  --------------

OTHER LIABILITIES:
  Accounts payable and accrued liabilities. . . . . . . . . .       8,911,197       8,088,343
  Outstanding winning tickets and refunds . . . . . . . . . .       2,009,326         519,484
  Notes payable . . . . . . . . . . . . . . . . . . . . . . .       2,825,245       2,841,797
  Bonds payable . . . . . . . . . . . . . . . . . . . . . . .       4,000,000       4,000,000
  Capital lease obligations . . . . . . . . . . . . . . . . .       3,000,549       2,249,076
                                                               ---------------  --------------
                                                                   20,746,317      17,698,700
                                                               ---------------  --------------

DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . .       2,682,411       2,628,539
                                                               ---------------  --------------

MINORITY INTEREST . . . . . . . . . . . . . . . . . . . . . .       2,798,567       1,266,849
                                                               ---------------  --------------

PARTNERS' DEFICIT:
  General Partner . . . . . . . . . . . . . . . . . . . . . .        (756,186)       (745,444)
  Limited Partners - 10,383,617 units authorized;
    8,389,824 and 5,398,060 units issued and outstanding
    in 1999 and 1998, respectively. . . . . . . . . . . . . .     (11,459,752)    (13,320,967)
                                                               ---------------  --------------
                                                                  (12,215,938)    (14,066,411)
                                                               ---------------  --------------

                                                               $   69,388,311   $  64,039,206
                                                               ===============  ==============
</TABLE>

     The accompanying notes are an integral part of these consolidated balance
                                     sheets.

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                EQUUS GAMING COMPANY L.P.
                  CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                       FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                       (Unaudited)


                                                  GENERAL       LIMITED
                                                  PARTNER      PARTNERS         TOTAL
                                                 ----------  -------------  -------------
<S>                                              <C>         <C>            <C>
BALANCES, December 31, 1998 . . . . . . . . . .  $(745,444)  $(13,320,967)  $(14,066,411)

  Net loss for the period . . . . . . . . . . .     (3,379)      (334,556)      (337,935)

  Currency translation adjustments. . . . . . .     (7,363)      (728,890)      (736,253)

  Cash distributions to minority partner of HDA          -        (20,368)       (20,368)

  Issuance of Units, net of costs . . . . . . .          -      2,945,029      2,945,029
                                                 ----------  -------------  -------------

BALANCES, September 30, 1999. . . . . . . . . .  $(756,186)  $(11,459,752)  $(12,215,938)
                                                 ==========  =============  =============
</TABLE>

    The accompanying notes are an integral part of this consolidated financial
                                   statement.

                                        8
<PAGE>
<TABLE>
<CAPTION>
                              EQUUS GAMING COMPANY L.P.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                     (UNAUDITED)


                                                              1999          1998
                                                          ------------  ------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss . . . . . . . . . . . . . . . . . . . . . . .  $  (337,935)  $(2,971,082)
                                                          ------------  ------------

  Adjustments to reconcile net loss to net cash provided
  by operating activities-
    Depreciation and amortization. . . . . . . . . . . .    3,226,529     3,327,482
    Deferred income tax provision. . . . . . . . . . . .       42,343             -
    Currency translation adjustments . . . . . . . . . .      109,673       (40,470)
    Minority interest. . . . . . . . . . . . . . . . . .     (705,701)      (27,321)
    Extraordinary item . . . . . . . . . . . . . . . . .       22,680             -
  Decrease (increase) in assets-
  Accounts receivable. . . . . . . . . . . . . . . . . .      279,261    (1,162,623)
    Prepayments and other assets . . . . . . . . . . . .      425,443      (335,021)
  Increase (decrease) in liabilities-
    Accrued interest on first mortgage notes . . . . . .    1,538,610     1,919,929
    Accounts payable and accrued liabilities . . . . . .     (822,891)      404,498
    Outstanding winning tickets and refunds. . . . . . .    1,547,512      (336,063)
                                                          ------------  ------------
  Total adjustments. . . . . . . . . . . . . . . . . . .    5,663,459     3,750,411
                                                          ------------  ------------

  Net cash provided by operating activities. . . . . . .    5,325,524       779,329
                                                          ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures . . . . . . . . . . . . . . . . .   (8,942,056)   (6,153,072)
  Deferred costs . . . . . . . . . . . . . . . . . . . .     (378,082)      239,864
  Decrease (increase) in notes receivable, net . . . . .      565,148      (892,092)
  Acquisition of ECOC cash accounts upon
    termination of lease agreement . . . . . . . . . . .            -     1,061,239
                                                          ------------  ------------

  Net cash used in investing activities. . . . . . . . .   (8,754,990)   (5,744,061)
                                                          ------------  ------------
</TABLE>

                                   (continues)

                                        9
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

                                   (continued)


                                                       1999          1998
                                                   ------------  ------------
<S>                                                <C>           <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
  Redemption of First Mortgage Notes. . . . . . .  $(3,048,320)  $         -
  Contributions by minority stockholders. . . . .       40,158        33,410
  Repayment of loans to affiliates. . . . . . . .     (200,000)            -
  Loans from financial institutions . . . . . . .      825,000     6,667,090
  Payments on notes payable and capital
      lease obligations . . . . . . . . . . . . .   (1,352,206)   (1,341,773)
  Increase in deferred costs. . . . . . . . . . .       (7,500)      (18,553)
  Issuance of units . . . . . . . . . . . . . . .    3,051,600             -
  Cash distributions to minority
    partner of HDA. . . . . . . . . . . . . . . .      (20,368)            -
                                                   ------------  ------------
          Net cash (used in) provided by
          financing activities. . . . . . . . . .     (711,636)    5,340,174
                                                   ------------  ------------
NET (DECREASE) INCREASE IN CASH
  AND CASH EQUIVALENTS. . . . . . . . . . . . . .   (4,141,102)      375,442

CASH AND CASH EQUIVALENTS, beginning of year. . .    6,637,267       507,656
                                                   ------------  ------------

CASH AND CASH EQUIVALENTS, end of period. . . . .  $ 2,496,165   $   883,098
                                                   ============  ============
SUPPLEMENTAL INFORMATION:
  Interest paid . . . . . . . . . . . . . . . . .  $ 4,527,479   $ 4,192,496

  Income taxes paid . . . . . . . . . . . . . . .            -         2,480

NONCASH TRANSACTIONS:
  Equipment acquired through capital leases . . .    1,462,127       266,992

  Acquisition of ECOC's non cash accounts upon
      termination of lease agreement. . . . . . .            -    (4,719,572)

  Contribution of Los Comuneros non cash assets,
      net of liabilities (see Note 2) . . . . . .    1,959,842             -
</TABLE>

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

                                       10
<PAGE>
                            EQUUS GAMING COMPANY L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES:

     Equus  Gaming Company L.P. (the "Company"), a Virginia limited partnership,
is  engaged  in  thoroughbred  racing,  wagering  and other gaming businesses in
Central  and  South  America  and the Caribbean.   Through its subsidiaries, the
Company  operates  four  racetracks  and  manages  off-track  betting systems in
various  countries.  The  Company  is  also pursuing a license to operate a race
track  in Virginia through its wholly owned subsidiary, Virginia Turf Club, Inc.

     The  Company  has  a  99%  interest  in Housing Development Associates S.E.
("HDA"),  the  owner  of  El  Comandante  Race Track ("El Comandante"), the only
licensed thoroughbred racing facility in Puerto Rico.  El Comandante is operated
by  a  wholly-owned  subsidiary  of  HDA,  El Comandante Management Company, LLC
("ECMC").   HDA  has  recently  organized  two  wholly-owned  subsidiaries:
Satellites Services International, Inc. ("SSI") and Agency Betting Network, Inc.
("ABN").     SSI  will  provide up-link services and  satellite time (contracted
from  a  third  party) to certain race tracks (commencing with Presidente Remon)
necessary  for the transmission of their races in the simulcast operations.  ABN
is  establishing  and  operating the off-track betting agency system in Colombia
for  Los  Comuneros  Race  Track  in  Medellin,  Colombia  ("Los  Comuneros").

     The  Company  has  a  55%  interest  in  Galapagos, S.A. ("Galapagos"), the
operator  since  April  1995  of  the  V  Centenario Race Track in the Dominican
Republic  ("V  Centenario") and a 51% interest in Equus Entertainment de Panama,
S.A.  ("Equus-Panama"),  the  operator  since  January 1, 1998 of the Presidente
Remon  Race  Track  in  the  Republic  of  Panama  ("Presidente  Remon").  Both
racetracks are government-owned and operated by the Company's subsidiaries under
long-term  contracts.

     The  Company  also has since early 1999 a controlling 50% interest in Equus
Comuneros S.A. ("SECSA"), the owner and operator of Los Comuneros.   SECSA is in
the process of negotiating certain contracts in connection with the operation of
Los  Comuneros,  which  should  be  in effect during 1999.  In early 1999, SECSA
received  as  a  capital contribution from minority stockholders, all assets and
liabilities  that  were  employed  by  the prior operator of Los Comuneros.  The
assets consisted, mainly, of land, buildings and property for approximately $4.7
million  and  liabilities  of  approximately  $2.7  million.  The  liabilities
included,  mainly,  accounts  payable  to  vendors  and  horseowners and certain
financial  obligations with various maturities through 2004.  These obligations,
which  at  September 30, 1999 amounted to approximately $481,000 are recorded in
the  accompanying  consolidated  balance  sheet  as accounts payable and accrued
liabilities.

     CONSOLIDATION  AND  PRESENTATION

     The  consolidated financial statements as of September 30, 1999 and for the
nine and the three month periods ended September 30, 1999 and 1998 are unaudited
but  include  all adjustments (consisting of normal recurring adjustments) which
management  considers  necessary  for  a  fair  presentation  of  the results of
operations  of  the  interim periods.  The operating results for the nine months
ended  September 30, 1999 are not necessarily indicative of the results that may
be  expected  for  the  year.  Net income (loss) per Unit is calculated based on
weighted  average  of Units outstanding.  Outstanding warrants to purchase Units
do  not have a material dilutive effect on the calculation of earnings per Unit.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  ("GAAP") requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosure  of  contingent  assets  and  liabilities, if any, at the date of the

                                       11
<PAGE>
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

     These  unaudited  consolidated  financial  statements  have  been  prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and  note  disclosures  normally  included  in  financial
statements  prepared in accordance with generally accepted accounting principles
("GAAP")  have  been  condensed  or omitted.  While Management believes that the
disclosures presented are adequate to make the information not misleading, it is
suggested  that  these  financial  statements  be  read  in conjunction with the
financial  statements  and  the  notes  of the Company included in the Company's
Annual  Report  filed  on  Form  10-K  for  the  year  ended  December 31, 1998.

     The  Company  consolidates  in  its  financial  statements  the accounts of
entities  in which it has a controlling interest.  The accompanying consolidated
financial  statements  include  the accounts of the Company and its subsidiaries
after  eliminating  all  significant  inter-company  transactions.  All  of  the
entities  included  in  the  consolidated  financial  statements are hereinafter
referred  to  collectively,  when  practicable,  as  the  "Company".

     The  Company  has  minority  partners  in  HDA, Galapagos, Equus-Panama and
SECSA.  Therefore,  the  Company  recorded minority interest based on the income
and  (losses)  of  these  consolidated subsidiaries that are attributable to the
minority  partners,  as  follows:

<TABLE>
<CAPTION>
                     For the Nine Months    For the Three Months
                     Ended September 30,    Ended September 30,
                    ---------------------  ---------------------
Subsidiary             1999       1998        1999       1998
                    ----------  ---------  ----------  ---------
<S>                 <C>         <C>        <C>         <C>
      HDA. . . . .  $  21,710   $(27,231)  $    (400)  $(18,400)
      Galapagos. .          -          -           -
      Equus-Panama    (99,604)         -     (49,681)         -
      SECSA. . . .   (627,807)         -    (224,915)         -
                    ----------  ---------  ----------  ---------
                    $(705,701)  $(27,231)  $(274,996)  $(18,400)
                    ==========  =========  ==========  =========
</TABLE>

     In  general,  the  minority  interest  is calculated based on the ownership
interest  of  the  minority  partners:  1%  in  HDA,  45%  in  Galapagos, 49% in
Equus-Panama  (effective  October  22,  1998  after  the  issuance  of new stock
pursuant to a public offering in Panama) and 50% in SECSA.   However, during the
nine  months  ended  September  30, 1999 and 1998, the Company did not recognize
minority  interest  in  Galapagos'  losses  amounting  to $275,758 and $195,500,
respectively,  because  the  minority  partners have no legal obligation to fund
such  losses  in  excess  of  their  investment.

     On  May  14,  1999, the Company issued 80,000 units to accredited investors
for  $81,600  pursuant  to  the  terms  of a private offerring that commenced in
December  1998.

                                       12
<PAGE>
      NEW  ACCOUNTING  PRONOUNCEMENT

     In  September  1998,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  ("SFAS  133").   SFAS  133  establishes
accounting  and  reporting  standards requiring that every derivative instrument
be  recorded  in  the balance sheet as either an asset or liability measured  at
its  fair value.   SFAS 133 requires that changes in the derivative's fair value
be  recognized  currently  in earnings unless specific hedge accounting criteria
are met.  SFAS 133 cannot be applied retroactively.  The Company will adopt SFAS
133  beginning  January  1, 2001.  Adoption of this statement is not expected to
have  a  material  impact  on  the  Company's consolidated financial position or
results  of  operations.

     CURRENCIES

     The  Company  consolidates  its  accounts  with  Galapagos  and SECSA whose
functional  currency  are  the  Dominican  Republic peso and the Colombian peso,
respectively.  The  United  States dollars ("US$") are also a recording currency
in these countries.  US$ are exchanged into these foreign currencies ("FC$") and
vice  versa  through  commercial  banks  and/or  the central banks.  The Company
remeasures  the monetary assets and liabilities of the foreign subsidiaries that
were  recorded  in  US$  into  the FC$ using the exchange rates in effect at the
balance sheet date (the "current rate") and all other assets and liabilities and
capital  accounts,  at  the  historical  rates.  The Company then translates the
financial  statements  of  the  foreign subsidiaries from FC$ into US$ using the
current  rates,  for  all assets and liabilities, and the average exchange rates
prevailing  during  the  year,  for  revenues  and  expenses.

     For  the nine months ended September 30, 1999 and 1998, net exchange losses
resulting  from  remeasurement  of  accounts,  together with losses from foreign
currency  transactions,  amounted  to  $50,011  and $55,385, respectively, which
amounts  are  included as general and administrative expenses.   Accumulated net
losses  from  changes  in  exchange  rates  due to the translation of assets and
liabilities of the foreign subsidiaries are included in partners' deficit and at
September  30,  1999  and  December  31,  1998 amounted to $839,608 and $103,350
(including  $35,590  at  December  31,  1998  from  unsettled  intercompany
transactions),  respectively.  The  exchange  rates  in Dominican Republic as of
September 30, 1999 and December 31, 1998 were US$1.00 to FC$16.10 and US$1.00 to
FC$15.85,  respectively.  The  average  exchange  rates  in  Dominican  Republic
prevailing  during  the  nine  months  ended  September  30, 1999 and 1998, were
US$1.00 to FC$16.00 and US$1.00 to FC$15.27, respectively.  The exchange rate in
Colombia  as  of  September  30,  1999  and  December 31, 1998 was approximately
US$1.00 to FC$1,990 and US$1.00 to FC$1,500, respectively.  The average exchange
rate  in Colombia prevailing during the nine months ended September 30, 1999 was
US$1.00  to  FC$1,700.

     The  Company  also  consolidates  its  accounts  with  Equus-Panama  whose
functional  currencies  are  the  Panama  balboas  and  the US$.   Because these
currencies  are  of  equivalent  value, there is no effect attributed to foreign
currency  transactions  of  Equus-Panama.

2.   FIRST  MORTGAGE  NOTES:

     Pursuant  to  a  private  offering, El Comandante Capital Corp. ("ECCC"), a
single-purpose  wholly  owned  subsidiary of HDA, issued first mortgage notes in
the aggregate principal amount of $68 million (the "First Mortgage Notes") under
an  indenture  dated  December  15, 1993 (the "Indenture").   The First Mortgage
Notes  mature  on  December  15,  2003  and  bear  interest  at  11.75%, payable
semiannually.  On  January  5,  1999, HDA redeemed at 110% of par First Mortgage
Notes  in  the  principal  amount  of  $3  million (of which $380,000 were Notes
purchased  by  ECMC  in  December  1998).

                                       13
<PAGE>
     In June 1999, the Company purchased in the open market First Mortgage Notes
in the principal amount of $189,000, at a discount.  The Company intends to hold
these  First  Mortgage  Notes until maturity in cancellation of required partial
redemptions  in  future  years,  as  shown  below.  In  connection  with  this
transaction,  the  Company  recognized as income $22,680 for the discount on the
Notes,  which is included in the accompanying consolidated statements of loss as
an  extraordinary  item.

     HDA  is  required to redeem First Mortgage Notes commencing on December 15,
2000.  The  stated maturities of the First Mortgage Notes at September 30, 1999,
reduced  by  prior  redemptions,  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
YEAR ENDING                GROSS     PURCHASED IN     NET
SEPTEMBER 30,              AMOUNT    OPEN MARKET     AMOUNT
------------------------  --------  --------------  --------
<S>                       <C>       <C>             <C>
   2000. . . . . . . . .  $     -   $           -   $     -
   2001. . . . . . . . .      563             563         -
   2002. . . . . . . . .   10,200           6,746     3,454
   2003. . . . . . . . .   10,200               -    10,200
   2004. . . . . . . . .   40,800               -    40,800
                          --------  --------------  --------
                           61,763           7,309    54,454
      Less note discount     (998)            (65)     (933)
                          --------  --------------  --------
                          $60,765   $       7,244   $53,521
                          ========  ==============  ========
</TABLE>

     As  of  November  12,  1999,  HDA has advanced to the Company approximately
$500,000  against  its  allowable  future  distributions  of  profits,  which
technically is not in conformity with the terms of the Indenture. HDA expects to
cure  this  default  with  the  declaration  of  future  distributions.

3.   BONDS  AND  NOTES  PAYABLE  AND  CAPITAL  LEASES:

     The  Company's  outstanding  notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>
                                                     BALANCE
                                            -------------------------
                                  MATURITY  INTEREST   SEPTEMBER 30,   DECEMBER 31,
BORROWER         DESCRIPTION        DATE      RATE          1999           1998
------------  ------------------  --------  ---------  --------------  -------------
<S>           <C>                 <C>       <C>        <C>             <C>
ECMC . . . .  Note payable (a)     1/05/00  P+1.0%     $      193,270  $     649,100
ECMC . . . .  Term loan (b)        1/05/00  P+0.75%         2,500,000      1,850,000
Equus-Panama  Line of credit (c)   5/25/00     10.75%          34,362        142,697
Equus-Panama  Term loan            4/25/00     10.75%          97,613              -
The Company.  Loan (d)                   -  P+1.0%                  -        200,000
                                                       --------------  -------------

                                                       $    2,825,245  $   2,841,797
                                                       ==============  =============
</TABLE>

     At  September  30, 1999 and December 31, 1998, prime rate (P) was 8.25% and
7.75%,  respectively.

(a)  Balance  outstanding  under a $750,000 line of credit, available to finance
     loans  to  Puerto  Rico  horseowners  for  the  acquisition  of  horses.
(b)  Maximum  outstanding  balance is $2.5 million.  Collateralized by the First
     Mortgage  Notes  purchased  in  the  open  market  (see  Note  2).
(c)  Maximum  outstanding  balance  is  $250,000.  Available to finance loans to
     Panama  horseowners  for  the  acquisition  of  horses.
(d)  Loan  made  by  an  affiliate  in  1998  and  repaid  in  March,  1999.

                                       14
<PAGE>
     Pursuant  to a public offering, Equus-Panama issued $4 million in unsecured
bonds  in  October  1998.  Interest  is  payable at 11% per annum on a quarterly
basis.

     The  following  table summarizes future minimum payments on capital leases,
notes payable and bond payable of the Company and its consolidated subsidiaries:

<TABLE>
<CAPTION>
DUE DURING THE YEAR     CAPITAL      NOTES       BONDS
ENDING SEPTEMBER 30,    LEASES      PAYABLE     PAYABLE
--------------------  -----------  ----------  ----------
<S>                   <C>          <C>         <C>
   2000. . . . . . .  $1,303,500   $2,825,245  $        -
   2001. . . . . . .     953,151            -     600,000
   2002. . . . . . .     585,764            -   1,000,000
   2003. . . . . . .     440,506            -   1,200,000
   2004. . . . . . .     301,146            -   1,200,000
  Thereafter . . . .       8,529            -           -
                      -----------  ----------  ----------
                       3,592,596    2,825,245   4,000,000
  Less-interest. . .    (592,047)           -           -
                      -----------  ----------  ----------
                      $3,000,549   $2,825,245  $4,000,000
                      ===========  ==========  ==========
</TABLE>

4.  RELATED  PARTY  TRANSACTIONS:

     The  following  represents  a  summary  of  amounts  incurred  for services
rendered  by  certain related parties, namely, Equus Management Company ("EMC"),
general  partner  of the Company, American Community Property Trust ("ACPT") and
Interstate  General  Company  L.P.  ("IGC"):

<TABLE>
<CAPTION>
                                          For the Nine       For the Three
                                          Months Ended       Months Ended
  Services Rendered                       September 30,      September 30,
  -----------------                     -----------------  ----------------
  To            By        Nature          1999     1998     1999     1998
-------------  ----  -----------------  --------  -------  -------  -------
<S>            <C>   <C>                <C>       <C>      <C>      <C>
  The Company  ACPT  Support agreement  $ 24,300  $18,340  $ 8,100  $10,680
  The Company  EMC   Directors fees       64,250   65,500   20,750   19,000
  ECMC         IGC   Services of James
                     J. Wilson           101,250        -   33,750        -
  The Company  ACPT  Rent office space    31,500   31,500   10,500   10,500
</TABLE>

5.  SEGMENT  INFORMATION  (UNAUDITED):

     The  Company has identified four reportable segments, based on geographical
considerations:  Puerto  Rico,  Dominican  Republic,  Colombia  and Panama.  The
following  present  the  segment  information  for the nine and the three months
ended  September  30,  1999,  and  1998  (in  thousands):

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                 PUERTO    DOMINICAN
                                  RICO     REPUBLIC     COLOMBIA    PANAMA    TOTAL
                                --------  -----------  ----------  --------  --------
<S>                             <C>       <C>          <C>         <C>       <C>
1999- NINE MONTHS:

Commissions on wagering. . . .  $38,796   $    2,895   $   1,048   $ 6,855   $49,594
Total revenues . . . . . . . .   40,617        4,027       1,204     7,087    52,935
Financial expenses . . . . . .    5,646           38         192       426     6,302
Depreciation and amortization.    1,818          307         157       423     2,705
Income (loss) before income
   taxes, minority interest
   and extraordinary item. . .    1,048         (613)     (1,244)     (203)   (1,012)
Capital expenditures . . . . .    8,081           42         614       205     8,942
Total assets . . . . . . . . .   54,731        1,534       4,326     8,797    69,388

1998 - NINE MONTHS:

Commissions on wagering. . . .  $35,544   $    2,955   $       -   $ 5,873   $44,372
Total revenues . . . . . . . .   37,598        4,509           -     6,021    48,129
Financial expenses . . . . . .    6,343          109           -       297     6,749
Depreciation and amortization.    2,066          408           -       315     2,790
Loss before income taxes and
   minority interest . . . . .   (1,421)        (434)          -    (1,144)   (2,998)
Capital expenditures . . . . .    1,545            -           -     4,608     6,153

1999 - QUARTER:

Commissions on wagering. . . .  $12,511   $      913   $     386   $ 2,429   $16,239
Total revenues . . . . . . . .   13,067        1,349         329     2,513    17,258
Financial expenses . . . . . .    1,913           10          87       145     2,155
Depreciation and amortization.      663          142          32       146       983
Loss before income taxes and
  minority interest. . . . . .     (221)        (210)       (447)     (101)     (979)

1998 - QUARTER:

Commissions on wagering. . . .  $10,218   $      815   $       -   $ 2,165   $13,198
Total revenues . . . . . . . .   11,163        1,238           -     2,225    14,626
Financial expenses . . . . . .    2,150           47           -       103     2,300
Depreciation and amortization.      708          130           -       129       967
Income (loss) before income
   taxes and minority interest     (908)        (314)          -      (576)   (1,798)
</TABLE>

                                       16
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS
-----------------------
     The  Company's  results  of  operations  are  principally attributed to its
interests  in thoroughbred horse race tracks in four countries, each of which is
owned  and/or operated by a subsidiary:  (i) El Comandante in Puerto Rico, owned
by  Housing  Development  Associates  S.E.("HDA") and  operated since January 1,
1998 by El Comandante Management Company, LLC ("ECMC"), (ii) V Centenario in the
Dominican  Republic,  operated  since  April  1995  by  Galapagos  S.A.,  (iii)
Presidente  Remon  in  Panama,  operated  since  January  1,  1998  by  Equus
Entertainment  de  Panama,  S.A.  ("Equus-Panama")  and  (iv)  Los  Comuneros in
Medellin, Colombia, owned and operated since early 1999 by Equus Comuneros, S.A.
("SECSA").

     The  following discussion compares the results of operations of the Company
for  the nine and the three months ended September 30, 1999, with the results of
operations  for  the  nine  and  the  three  months  ended  September  30, 1998.

REVENUES

     Revenues  increased  in  the  third  quarter  of  1999  by $2,632,000 (18%,
including $329,000 of revenues earned by SECSA) compared to the third quarter of
1998  due  principally  to  increase  in  wagering commissions.  During the nine
months  ended  September 30, 1999, revenues increased $4,805,000 (10%, including
$1,204,000  of revenues earned by SECSA) from the comparative period of 1998 due
principally  to  increase  in  wagering  commissions.

     COMMISSIONS  ON  WAGERING

     Commissions  on wagering increased $3,041,000 (23%) in the third quarter of
1999  as  compared  to  the third quarter of 1998.  During the nine months ended
September 30, 1999, commissions on wagering increased by $5,222,000 (11.8%) from
the  comparative  period  of 1998.  The increase in commissions during the three
and the nine-month periods was attributed in part to commissions earned by SECSA
on  races  held  at  Los  Comuneros  of  approximately  $386,000 and $1,048,000,
respectively.  Live  racing at Los Comuneros has been conducted only one day per
week  while  the  off-track  betting ("OTB") operation is being upgraded and the
racetrack  improved.

     During  the three and the nine month periods, commissions on wagering at El
Comandante  increased  by $2,293,000 and $3,252,000, respectively.  The increase
in  wagering  during the nine-month period was mainly due to the fact that races
are  being  held  on Saturdays instead of Thursday since November 14, 1998, when
races  resumed  after  Hurricane  Georges.  The  third  quarter  of  1998  was
particularly  affected  by  Hurricane  Georges  which  caused significant damage
island  wide  in  Puerto  Rico  forcing  suspension  of  racing  operations from
September  20  until  November 14, 1998 (eight racing dates in the third quarter
were  cancelled).  The  Hurricane caused significant damage to the racetrack and
Puerto Rico's electrical and telecommunications infrastructure, interrupting the
live racing operations and resulting in an increase in wagering during the third
quarter  of  1999,  when  compared  to  the  third  quarter  of  1998.

     During  the  three  and  the nine-month periods, commissions on wagering at
Presidente Remon increased by $264,000 and $982,000, respectively.  The increase
in  wagering  was  directly  related to more OTB agencies on line, and more race
days  during  the  1999 periods (live racing commenced on February 14, 1998 with
two  race  days  per  week,  increasing  to  three  days  in  April  1998).

     Wagering  at  V  Centenario has remained at the same level, attributable in
part  to the competition posed by the government-licensed electronic lottery and
to  technical  difficulties  in  arranging  for  live  broadcasting  of races by
commercial  television  with  broad  island-wide  penetration.

                                       17
<PAGE>
     NET  REVENUES  FROM  LOTTERY  SERVICES

     Net  revenues  from  lottery  services  by  Galapagos in Dominican Republic
during  the  third  quarter  of 1999 increased by $66,000 while revenues for the
nine  months period decreased by $290,000, from the comparative periods of 1998.
The  decrease  in revenues during the nine month period was principally due to a
reduction  in the amount billed to the lottery operator as reimbursement for the
telephone  line  costs, as a result of an amendment to the contract effective in
late  1998.

     OTHER  REVENUES

     During  the  three  and  the  nine-month  periods, other revenues decreased
$475,000 and $127,000, respectively, from the comparative periods of 1998.  This
decrease  was  principally attributed to an income of $500,000 recognized in the
third  quarter  of 1998 from the business interruption claim filed in connection
with  damage  caused  by  Hurricane  Georges.

     EXPENSES

     Expenses  increased  in  the  third  quarter  of  1999  by $1,813,000 (11%)
compared  to  the third quarter of 1998.  During the nine months ended September
30, 1999, expenses increased $2,819,000 from the comparative period of 1998. The
increase  in  each  of  the  three  and  the nine-month periods was attributable
partially  to  approximately  $775,000 and $2,447,000, respectively, to expenses
of  SECSA,  net  of  decreases  in  various  categories of expenses of the other
racetracks.

     PAYMENTS  TO  HORSEOWNERS

     Payments  to horseowners increased $1,293,000 in the third quarter of 1999,
as  compared  to  the  third  quarter  of  1998.  During  the  nine months ended
September  30,  1999 these payments increased by $2,505,000 from the comparative
period  of  1998.  Excluding payments to horseowners of Los Comuneros, there was
an  increase  during  the  three  and  the nine months periods of $1,118,000 and
$1,891,000,  respectively,  which  was  principally  related to net increases in
wagering.

     El  Comandante  contract  expired  in April 1998.  However, the Puerto Rico
Racing  Board  has extended the contract as an interim measure until the Company
and  the  horseowners  reach  a  new  agreement.  The Company is presently under
negotiations  with  horseowners.

     FINANCIAL  EXPENSES

     Financial  expenses  during  the  three  and  the nine months periods ended
September  30,  1999  decreased  $145,000  and  $447,000, respectively, from the
comparative periods of 1998.  Excluding financial expenses of SECSA, there was a
decrease  during the three and the nine months periods of $232,000 and $639,000,
respectively.  The  decrease  is  primarily  attributable  to  a  reduction  in
financing  costs  of  the  First Mortgage Notes, due to the purchase in December
1998  by  ECMC  of  $7.5  million  in  principal amount of Notes (treated in the
consolidated  financial  statements  of  the  Company  as  a redemption) and the
redemption  in  January 5, 1999 of $3 million in principal amount of Notes.  The
decrease  was offset in part by an increase due to interest on the $4 million in
unsecured  bonds  issued  by  Equus-Panama  in  October  1998.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation in the third quarter of 1999 remained at the same level as the
comparative  quarter  of 1998.  During the nine months ended September 30, 1999,
depreciation  decreased  $85,000 from the comparative period of 1998.  Excluding
depreciation  and  amortization  of SECSA, there was a decrease during the three
and  the nine-month periods of $16,000 and $242,000, respectively.  The decrease
was  principally  attributed  to  a  reduction  in  depreciation of assets of El
Comandante  due  to  the  write-off  of  the  book  value of property damaged by
Hurricane Georges in late 1998.  Property at the racetrack is being replaced and
depreciation  on  new  property  should commence  in the fourth quarter of 1999,
when  all  capital  improvement  projects  are  expected  to  be  completed.

                                       18
<PAGE>
     OTHER  EXPENSES

     Other  expenses  increased  $649,000  to $7,159,000 in the third quarter of
1999 from $6,510,000 in the third quarter of 1998.  During the nine months ended
September  30,  1999,  other  expenses  increased  $846,000  to $20,574,000 from
$19,728,000  in the comparative period of 1998.  Excluding the expenses of SECSA
during  the  three  and the nine months ended September 30, 1999 of $481,000 and
$1,484,000,  respectively,  there  was  an increase in other expenses during the
third  quarter  of  $168,000  and a decrease of $638,000, respectively.  The net
increase  during  the  quarter  of  1998  was  attributable  to a combination of
factors:  (i)  decrease  in  salaries  and payroll costs of El Comandante due to
reduction  of  personnel  in  various  departments because of partial closing of
several  areas  at  the  race track (such as mutuels department and print shop),
(ii)  increase  in  marketing  costs  due  to a strong advertising and promotion
campaign in Puerto Rico, (iii) increase in insurance premiums after heavy damage
caused  by  Hurricane  Georges  and  (iv)  increase in legal fees due to current
negotiations by El Comandante of the contract with horseowners, which expired in
April,  1998.

PROVISION  FOR  INCOME  TAXES

     The  provision  for  income  tax is primarily related to Puerto Rico income
taxes  on the Company's income related to its interest in El Comandante, without
taking  into  account results of operations of Galapagos, Equus-Panama or SECSA.
Due  to  accumulated  losses,  none  of  these  foreign  subsidiaries requires a
provision  for  income  taxes.

MINORITY  INTEREST

     The  Company's  minority  interest  is  attributed to the income and losses
allocable  to  the minority partners of  HDA, Galapagos, Equus-Panama (effective
October,  1998) and SECSA (effective January, 1999).  Because accumulated losses
of  Galapagos  allocable  to  minority  partners  had exceeded their investment,
during  the  nine  months ended September 30, 1999 and 1998, the Company did not
recognize  minority  interest  in  losses of Galapagos of $275,758 and $195,500,
respectively.

EXTRAORDINARY  ITEM

     The  extraordinary item recorded during the nine months ended September 30,
1999  represents the discount on the purchase in the open market in June 1999 of
$189,000  of  First  Mortgage  Notes.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     OVERVIEW

     The  principal  source  of cash of Equus Gaming Company L.P. (the "Company"
or,  when  referred  to  the  individual entity, "Equus") has been distributions
related  to  its  ownership interest in HDA, the owner and operator (through its
wholly  owned subsidiary, ECMC) of El Comandante race track in Puerto Rico.  Due
to  certain  restrictions  under  HDA's indenture for the issuance of its 11.75%
First  Mortgage  Notes  due  2003  (the  "Indenture"),  cash  held by HDA or its
consolidated  subsidiaries  (including  ECMC) is not readily available to Equus.
Therefore,  capital  resources  and liquidity of Equus are discussed separately,
excluding the cash flows and operations of (i) HDA and (ii) Equus' other foreign
subsidiaries.  A  separate  discussion of the capital resources and liquidity of
HDA  (including  ECMC)  is  also  presented.

                                       19
<PAGE>
     Because  the liquidity and capital resources discussion is not presented on
a  consolidated  basis,  some of the discussion relates to transactions that are
eliminated  in  the  Company's  consolidated  financial  statements.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  EQUUS

     Cash  and  cash  equivalents  of  Equus increased by $2,000 during the nine
months  ended  September  30,  1999.  Equus's  liquidity  mainly  depends on (i)
advances  and  cash  distributions  from HDA and (ii) cash flow from operations,
attributable  to agreements that Equus has (through its wholly-owned subsidiary,
EEC) to provide management services and technical assistance in the operation of
the  race  tracks  operated  by  Equus'  subsidiaries  in Puerto Rico, Dominican
Republic,  Panama,  and,  Colombia.

     During  1999  the Company issued 2,991,764 units pursuant to the terms of a
private  offering for $3,051,600 to accredited investors, principally The Wilson
Family  Limited  Partnership,  a major unitholder of the Company.  Proceeds from
the  private offering were used by Equus to (i) purchase HDA's 37.5% interest in
Equus-Panama  (including  a  receivable)  and  HDA's  55%  interest in Galapagos
(including  a  receivable) for an aggregate price of $1.85 million, (ii) repay a
$200,000  short-term  loan  from  an  affiliate,  and  (iii) invest funds in Los
Comuneros,  principally  during its start-up period and for certain improvements
to  the  race  track.

     During  the  nine  months  ended  September  30, 1999, the Company has also
incurred  approximately  $200,000  of costs in relation to an application by its
wholly-owned  subsidiary,  Virginia Turf Club, Inc. ("VTC"), for licenses to own
and operate a horse race track in Prince William County, Virginia (the "Virginia
License").  These costs are mainly for professional services and include options
to  purchase  a  piece  of  land.  On  November  17,  1999  the  Virginia Racing
Commission  will  make a final decision on the application to award the Virginia
License.

     For  the quarter ending December 31, 1999, Equus expects to make additional
investments  in  Los  Comuneros and incur additional cost in connection with the
application  of  the  Virginia  Licenses.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  HDA  (AND ITS CONSOLIDATED SUBSIDIARIES)

     Cash  and  cash  equivalents  of  HDA  and  its  consolidated  subsidiaries
decreased  by  $4.6  million  during the nine months ended September 30, 1999 to
$1.9  million.  HDA  has historically met its liquidity requirements principally
from  cash  flow  generated  by (i) the operations of El Comandante racetrack in
Puerto  Rico and (ii) short-term loans and capital leases for acquisition of new
equipment.

     The  principal  uses  of  cash of HDA and its consolidated subsidiaries for
its  financing  and  investing activities during the nine months ended September
30,  1999  were  as  follows:

(i)  Capital  improvements  to  El Comandante race track of $6.8 million (of the
     $12  million  budget),  principally incurred to replace property damaged by
     Hurricane  Georges  in  September  1998  (in  November  1998  HDA  received
     insurance compensation  of  approximately $11 million for property damage).
(ii) Payments  on capital leases for equipment used in El Comandante operations.
(iii)Redemption  on  January  5,  1999  of First Mortgage Notes in the principal
     amount  of  $3 million at 110% of par and the purchase in September 1999 in
     the open market of First Mortgage Notes in the principal amount of $189,000
     for  $166,000.  The  net  cost  of  these  transactions  was  $3,048,320.
(iv) Cash  distributions  to  Equus  of $1,670,200, based on consolidated income
     generated  by  HDA  through  September  30,  1999.  HDA's  distributions to
     partners,  including Equus, are based on a percentage of HDA's consolidated
     book income (calculated on a cumulative basis since January 1, 1994). As of
     Novemeber  12,  1999,  HAD  has  advanced  to  Equus approximately $500,000
     against its allowable future  distribution of profits, which technically is
     not  in  conformity  with  the  terms  of  the  Indenture.
(v)  Investment of approximately $640,000 in a new wholly-owned subsidiary named
     Agency  Betting  Network,  Inc  ("ABN"),  created  for  the  purpose  of
     establishing  and operating the off-track betting agency system in Colombia
     for  Los  Comuneros  race  track.

                                       20
<PAGE>
     In  addition  to cash available to HDA at the beginning of the year of $6.5
million  and  cash  flows  provided  by  operations during the nine months ended
September  30,  1999,  HDA  obtained  additional  funds  for  its  financing and
investing  transactions  (as  described  above)  principally  from  $650,000  in
advances  drawn  under  a  $2.5  million line of credit and the sale to Equus of
HDA's interest in Equus-Panama (including a receivable) and Galapagos (including
a  receivable)  for an aggregate price of $1.85 million.  During the period, HDA
also  obtained capital leases to purchase equipment for El Comandante operations
and  certain equipment for the operations of a new wholly-owned subsidiary named
Satellites  Services International, Inc. ("SSI").  The equipment of SSI consists
of  an  up-link  earth  station  located in Panama, necessary to carry races via
satellite  in  simulcast operations.  SSI's will also provide the satellite time
(contracted  from  a third party) and charge a fee for the transmission of races
in  the  simulcast  operations.

     For  the  quarter ending December 31, 1999, the projected principal uses of
cash  for  the  financing  and  investing activities of HDA and its consolidated
subsidiaries  are: (i) capital improvements to continue the reconstruction of El
Comandante  race  track from damage caused by Hurricane Georges of approximately
$1.7  million,  (ii)  principal  payments on capital leases for operations of El
Comandante  and  SSI,  and  (iii)  cash  distributions  to  partners.

     From  the  $11  million of insurance proceeds received in November 1998 for
property  damage,  ECMC used approximately $6.5 million to purchase $7.5 million
(face  value)  of  the  11.75%  First Mortgage Notes of El Comandante.   HDA has
requested from a financial institution a $5.5 million credit facility (including
the  $2.5  originally borrowed against the ECMC's Notes), to recover part of the
funds  used  to  purchase  ECMC's  Notes.   These  funds  are needed to complete
capital  improvements to El Comandante by the end of the year and to meet  other
obligations  of  HDA.  Management  expects  a  decision  from  the  financial
institution  by  the  end  of  November.

     LONG-TERM  COMMITMENTS.   In  addition  to  capital  leases, long-term cash
commitments  of  HDA and ECMC are certain charitable contributions and repayment
of  First  Mortgage  Notes.

     In  connection with the termination of the lease agreement of El Comandante
effective  January  1,  1998,  HDA  assumed commitments to make contributions to
certain  charitable  and  educational  institutions.  Amounts  due  under  these
commitments  are:  $150,000 in 2000 and $200,000 in 2001.  Management expects to
satisfy  these  obligations.

     HDA's First Mortgage Notes bear interest at 11.75%, payable semiannually on
September15 and December 15, and are secured by El Comandante assets.  The First
Mortgage  Notes  are  redeemable,  at  the  option  of HDA, at redemption prices
(expressed as percentages of principal amount):  if redeemed during the 12-month
period beginning December 15 of years 1998 at 104.125%, 1999 at 102.75%, 2000 at
101.5%,  and  2001  and  thereafter  at  100%  of principal amount, in each case
together  with  accrued and unpaid interest.  The stated maturity dates of First
Mortgage  Notes,  as  reduced  by prior redemptions made by HDA and by the Notes
purchased  by  ECMC  in  December  1998  in  the  open  market,  are as follows:

                                       21
<PAGE>
<TABLE>
<CAPTION>
 YEAR ENDING    NET AMOUNT
SEPTEMBER 30,  (FACE VALUE)
-------------  -------------
<S>            <C>
2002. . . . .  $       3,454
2003. . . . .         10,200
2004. . . . .         40,800
               -------------

               $      54,454
               =============
</TABLE>

     To  the extent First Mortgage Notes are not previously acquired, Management
expects  to  refinance  this  obligation  not  later  than  December  2002.

     GOVERNMENT  MATTERS.  El Comandante's horse racing and pari-mutuel wagering
operations  are  subject  to substantial government regulation.  Pursuant to the
Puerto  Rico  Horse Racing Industry and Sport Act (the "Racing Act"), the Racing
Board  and  the  Puerto  Rico  Racing Administrator (the "Racing Administrator")
exercises  regulatory  control  over ECOC's racing and wagering operations.  For
example,  the  Racing Administrator determines the monthly racing program for El
Comandante  and  approves  the  number  of  annual  race  days  in excess of the
statutory  minimum  of  180.  The  Racing Act also apportions payments of monies
wagered  that  would  be  available  as  commissions  to  ECMC. The Racing Board
consists  of nine persons appointed to four-year terms by the Governor of Puerto
Rico.  The Governor also appoints the Racing Administrator for a four-year term.

YEAR  2000  COMPUTER  ISSUE

     WHAT  IS  YEAR  2000.  The  Year  2000  ("Y2K") issue is the result of many
computer  systems  and  applications and other electronically controlled systems
and  equipment  using  two-digit fields rather than four to designate a year. As
the  century  date  occurs,  date  sensitive  systems  with  this deficiency may
recognize the year 2000 as year 1900 or not at all.  This inability to recognize
or  properly  treat  the  year  2000  can  cause  the system to process critical
financial  information  and  operations  information incorrectly, disrupting the
normal  business  activities  of  companies.
The  Company has assessed and continues to assess the impact of the Y2K issue on
its  reporting  systems  and  operations.

     STATE  OF  READINESS.  The  systems  and  applications  that can affect the
Company's  operations  due  to Y2K issue are its financial reporting systems and
the  wagering  system.  The  administrative  applications  (word  processing,
spreadsheet)  and  software  financial applications utilized by the Company have
been  certified  by  the  various  publishers  to  be  Y2K  compliant.

     The  hardware  component  of  the  Company's  financial systems consists of
industry  standard  PC  operating  systems,  servers,  desktop  computers  and
networking  hardware.  The  systems  have  been  evaluated  and  the Company has
determined  that  some of its subsidiaries will be required to modify or replace
significant  portions  of its hardware and software so that its computer systems
will  properly  utilize  dates  beyond  December  31,  1999.

     THIRD  PARTY  IMPACT  ON  OPERATIONS.  The  Company  utilizes  software and
related  computer  technologies  essential  to  the  wagering operations and the
off-tack  betting  system  of  its  race tracks, which is provided by an outside
firm.  This  firm  has  confirmed  that  its  equipment  and  software  are  Y2K
compatible.  The Company also utilizes certain telecommunication systems for the
transmission of data between the race tracks and its off-track betting agencies.
The  Company  continues  formal  communications  with  all  of  its  significant
suppliers  to  determine  the extent to which the Company is vulnerable to those
third  parties  failure  to  remediate  their  own  Y2K  issue.

                                       22
<PAGE>
     COSTS  TO  ACHIEVE Y2K COMPLIANCE.  The Company has estimated total cost of
the  Y2K  project in less than $100,000 for acquisition of equipment and systems
upgrades.  These  costs  are  being  funded through operating cash flows at each
race  track,  mostly  attributable  to  the  acquisition of equipment, are being
capitalized. The costs of the project and the date on which the Company plans to
complete  the  Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events including the
continued  availability of certain resources, third party modification plans and
other  factors.

     RISKS  OF  Y2K  ISSUE.  The  failure of the Company's financial systems and
accounting  operations  will affect the Company's reporting functions.  However,
these functions are not considered detrimental to the Company's operations.  The
failure  of  the  wagering  computer system and software, provided by an outside
firm, will not allow the racetracks to process wagering or take bets through its
off-track  betting  system,  resulting  in the loss of revenues. This risk would
seriously  affect  the  financial  condition  of  the  Company.

     CONTINGENCY PLANS.  The Company is evaluating various alternative scenarios
in  order to complete prior to the end of the year a contingent operational work
plan  to  continue  business  operations beyond 1999.  Said plan will attempt to
achieve,  mainly,  the continuance of the wagering operations of the racetracks.

FORWARD-LOOKING  STATEMENT

     Certain  matters  discussed  and  statements made within this Form 10-K are
forward-looking  statements  within the meaning of the Private Litigation Reform
Act  of 1995 and as such may involve known and unknown risks, uncertainties, and
other  factors that may cause the actual results, performance or achievements of
the Company to be different from any future results, performance or achievements
expressed  or  implied by such forward-looking statements.  Although the Company
believes the expectations reflected in such forward-looking statements are based
on  reasonable  assumptions, it can give no assurance that its expectations will
be attained.  These risks are detailed from time to time in the Company's filing
within  the  Securities  and  Exchange  Commission  or  other public statements.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISKS

     The  Company  is  exposed  to  the  impact  of interest rate changes.  Such
exposure  to  market  risk  is  inherent  in  certain of the Company's financial
instruments  which  arise from transactions entered into in the normal course of
business.  The  Company is subject to interest rate risk on its outstanding note
payable  and  any  future  financing  requirements.  The  Company's  fixed  rate
indebtedness  consists  of  certain  capital lease obligations requiring monthly
payments  of  principal and interest with terms maturing through 2005, the First
Mortgage  Notes  and  certain  bonds  payable  by  a  subsidiary of the Company.


PART  II  -  OTHER  INFORMATION

Items  1-6   None

                                       23
<PAGE>
                                   SIGNATURES

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


                                   EQUUS  GAMING  COMPANY  L.P.
                                   ----------------------------
                                           (Registrant)

                                   By:  Equus  Management  Company
                                   ----------------------------
                                        Managing  General  Partner



November  12,  1999                /s/  Thomas  B.  Wilson
-------------------                ----------------------------
Date                               Thomas  B.  Wilson
                                   President and Chief Executive Officer



November  12,  1999                /s/  Gretchen  Gronau
-------------------                ----------------------------
Date                               Gretchen  Gronau
                                   Vice President and Chief Financial Officer

                                       24
<PAGE>