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  JUNE  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>
                            EQUUS GAMING COMPANY L.P.
                                    FORM 10 Q

                                      INDEX

                                                                         PAGE
PART  I  -  FINANCIAL  INFORMATION                                       NUMBER
                                                                         ------
     Item  1  -  Consolidated  Financial  Statements

        Consolidated  Statements  of  Income  (Loss)  for  the
        Six  Months  Ended  June  30,  1999  and  1998  (Unaudited)          1

        Consolidated  Statement  of  Loss  for  the  Three
        Months  Ended  June  30,  1999  and  1998  (Unaudited)               2

        Consolidated  Statements  of  Comprehensive  Income
        (Loss)  for  the  Six  and  the  Three  Months  Ended
         June  30,  1999  and  1998  (Unaudited)                             3

        Consolidated  Balance  Sheets  at  June  30,  1999
        (Unaudited)  and  December  31,  1998  (Audited)                     4

        Consolidated  Statement  of  Changes  in  Partners'  Deficit
        for  the  Six  Months  Ended  June  30,  1999  (unaudited)           6

        Consolidated  Statements  of  Cash  Flows  for  the  Six
        Months  Ended  June  30,  1999  and  1998  (Unaudited)               7

        Notes  to  Consolidated  Financial  Statements                       9

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

        Results  of  Operations                                             15

        Liquidity  and  Capital  Resources                                  18

PART  II  -  OTHER  INFORMATION

     Item  1  -  Legal  Proceedings                                         22

     Item  2  -  Material  Modifications  of  Rights  of
                 Registrant's  Securities                                   22

     Item  3  -  Default  upon  Senior  Securities                          22

     Item  4  -  Submission  of  Matters to a Vote of
                 Security  Holders                                          22

     Item  5  -  Other  Information                                         22

     Item  6  -  Exhibits  and  Reports  on  Form  8-K                      22

Signatures                                                                  23

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


                                                  1999           1998
                                                -----------  -----------
<S>                                           <C>            <C>
REVENUES:
  Commissions on wagering                     $ 33,355,001   $31,173,379
  Net revenues from lottery services               265,538       621,956
  Other revenues                                 2,056,264     1,707,904
                                                -----------  -----------
                                                35,676,803    33,503,239
                                                -----------  -----------
EXPENSES:
  Payments to horseowners                       16,425,853    15,214,005
  Salaries, wages and employee benefits          5,473,900     5,598,469
  Operating expenses                             3,953,395     4,514,403
  General and administrative                     1,774,659     1,171,058
  Marketing, television and satellite costs      2,212,498     1,933,323
  Financial expenses                             4,147,602     4,449,590
  Depreciation and amortization                  1,722,287     1,822,993
                                                -----------  -----------
                                                35,710,194    34,703,841
                                                -----------  -----------
LOSS BEFORE INCOME TAXES, MINORITY INTEREST
  AND EXTRAORDINARY ITEM                           (33,391)   (1,200,602)

PROVISION FOR INCOME TAXES                         329,914             -
                                                -----------  -----------
LOSS BEFORE MINORITY INTEREST AND
 EXTRAORDINARY ITEM                               (363,305)   (1,200,602)

MINORITY INTEREST IN LOSSES                       (430,705)       (8,921)
                                                -----------  -----------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM             67,400    (1,191,681)

EXTRAORDINARY ITEM - discount on early
  redemption of First Mortgage Notes                22,680             -
                                                -----------  -----------
NET INCOME (LOSS)                             $     90,080   $(1,191,681)
                                                ===========  ===========
ALLOCATION OF NET INCOME (LOSS):
  General Partner                             $        901   $   (11,917)
  Limited Partners                                  89,179    (1,179,764)
                                                -----------  -----------
                                              $     90,080   $(1,191,681)
                                                ===========  ===========
BASIC AND DILUTED PER UNIT NET INCOME (LOSS)  $       0.01   $     (0.19)
                                                ===========  ===========
WEIGHTED AVERAGE UNITS OUTSTANDING               7,141,891     6,333,617
                                                ===========  ===========
</TABLE>

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

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


                                                  1999           1998
                                              -------------  -------------
<S>                                           <C>            <C>
REVENUES:
  Commissions on wagering                     $ 16,045,600   $ 14,796,612
  Net revenues from lottery services               123,045        393,389
  Other revenues                                   522,472        876,337
                                              -------------  -------------
                                                16,691,117     16,066,338
                                              -------------  -------------
OPERATING EXPENSES:
  Payments to horse owners                       8,032,784      7,235,852
  Salaries, wages and employee benefits          2,561,110      2,822,028
  Operating expenses                             1,789,963      2,309,818
  General and administrative                       996,186        605,043
  Marketing and satellite transmission costs     1,282,458        991,851
  Financial expenses                             2,073,647      2,244,609
  Depreciation and amortization                    846,343        907,576
                                              -------------  -------------
                                                17,582,491     17,116,777
                                              -------------  -------------
LOSS BEFORE INCOME TAXES, MINORITY INTEREST
   AND EXTRAORDINARY ITEM                         (891,374)    (1,050,439)

INCOME TAX BENEFIT                                  (8,573)       (99,500)
                                              -------------  -------------
LOSS BEFORE MINORITY INTEREST AND
  EXTRAORDINARY ITEM                              (882,801)      (950,939)

MINORITY INTEREST IN LOSSES                       (370,243)        (9,124)
                                              -------------  -------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM           (512,558)      (941,815)

EXTRAORDINARY ITEM - discount on early
  redemption of First Mortgage Notes                22,680              -
                                              -------------  -------------
                                              $   (489,878)  $   (941,815)
NET LOSS                                      =============  =============

ALLOCATION OF NET LOSS:
  General Partners                            $     (4,899)  $     (9,418)
  Limited Partners                                (484,979)      (932,397)
                                              -------------  -------------
                                              $   (489,878)  $   (941,815)
                                              =============  =============
BASIC AND DILUTED NET LOSS PER UNIT           $      (0.06)  $      (0.15)
                                              =============  =============
WEIGHTED AVERAGE UNITS OUTSTANDING               8,401,143      6,333,617
                                              =============  =============
</TABLE>

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

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


FOR THE SIX MONTHS ENDED JUNE 30,          1999           1998
                                       -------------  -------------
<S>                                    <C>            <C>
  NET INCOME (LOSS)                    $     90,080   $(1,191,681)

  OTHER COMPREHENSIVE INCOME (LOSS):

    Currency translation adjustments        130,761       (38,661)
                                       -------------  -------------
  COMPREHENSIVE INCOME (LOSS)          $    220,841   $(1,230,342)
                                       =============  =============


FOR THE THREE MONTHS ENDED JUNE 30,

  NET LOSS                             $   (489,878)  $  (941,815)

  OTHER COMPREHENSIVE INCOME (LOSS):

    Currency translation adjustments         65,239       (28,326)
                                       -------------  -------------
  COMPREHENSIVE LOSS                   $   (424,639)  $  (970,141)
                                       =============  =============
</TABLE>

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

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


                                     ASSETS


                                                  JUNE 30,      DECEMBER 31,
                                                    1999            1998
                                               --------------  --------------
                                                 (Unaudited)     (Audited)
<S>                                            <C>             <C>
CASH AND CASH EQUIVALENTS:
   Unrestricted                                $   1,287,585   $   6,462,992
   Restricted                                        623,639         174,275
                                               --------------  --------------
                                                   1,911,224       6,637,267
                                               --------------  --------------

PROPERTY AND EQUIPMENT:
  Land                                             7,924,549       7,128,858
  Buildings and improvements                      53,460,518      44,615,936
  Equipment                                       12,058,114      10,924,669
                                               --------------  --------------
                                                  73,443,181      62,669,463
  Less - accumulated depreciation                (16,605,218)    (15,199,341)
                                               --------------  --------------
                                                  56,837,963      47,470,122
                                               --------------  --------------

DEFERRED COSTS, NET:
  Financing                                        2,723,187       3,075,706
  Costs of Panama contract                         2,035,000       2,090,000
  Other                                              383,635         209,852
                                               --------------  --------------
                                                   5,141,822       5,375,558
                                               --------------  --------------

OTHER ASSETS:
  Accounts receivable, net                         1,826,958       1,160,468
  Notes receivable                                 1,322,169       1,708,211
  Investment in Equus Comuneros S.A.("SECSA")              -         950,000
  Prepayments and other assets                       830,325         737,580
                                               --------------  --------------
                                                   3,979,452       4,556,259
                                               --------------  --------------
                                               $  67,870,461   $  64,039,206
                                               ==============  ==============
</TABLE>

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

                                   (continued)

                        LIABILITIES AND PARTNERS' DEFICIT


                                                JUNE 30,      DECEMBER 31,
                                                  1999            1998
                                             --------------  --------------
                                               (Unaudited)     (Audited)
<S>                                          <C>             <C>
FIRST MORTGAGE NOTES:
  Principal, net of note discount of
    $975,240 and $1,068,540                  $  53,478,760   $  56,194,460
  Accrued interest                                 265,963         317,069
                                             --------------  --------------
                                                53,744,723      56,511,529
                                             --------------  --------------

OTHER LIABILITIES:
  Accounts payable and accrued liabilities       8,526,089       8,088,343
  Outstanding winning tickets and refunds        1,059,947         519,484
  Notes payable                                  2,878,374       2,841,797
  Bonds payable                                  4,000,000       4,000,000
  Capital lease obligations                      2,547,959       2,249,076
                                             --------------  --------------
                                                19,012,369      17,698,700
                                             --------------  --------------

DEFERRED INCOME TAXES                            2,958,453       2,628,539
                                             --------------  --------------

MINORITY INTEREST                                3,073,563       1,266,849
                                             --------------  --------------
COMMITMENTS AND CONTINGENCIES, see Note 2

PARTNERS' DEFICIT:
  General Partners                                (743,235)       (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                       (10,175,412)    (13,320,967)
                                             --------------  --------------
                                               (10,918,647)    (14,066,411)
                                             --------------  --------------
                                             $  67,870,461   $  64,039,206
                                             ==============  ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
              CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                      FOR THE SIX MONTHS ENDED JUNE 30, 1999


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


  Net income for the period                  901          89,179          90,080

  Currency translation adjustments         1,308         129,453         130,761

  Cash distributions to minority
    partner of HDA                             -         (18,106)        (18,106)

Issuance of units, net of costs                -       2,945,029       2,945,029
                                    -------------  --------------  --------------
BALANCES, June 30, 1999             $   (743,235)  $ (10,175,412)  $ (10,918,647)
                                    =============  ==============  ==============
</TABLE>

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

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


                                                          1999          1998
                                                      ------------  ------------
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss). . . . . . . . . . . . . . . . .  $    90,080   $(1,191,681)
                                                      ------------  ------------

  Adjustments to reconcile net income
    (loss) to net cash provided
      by operating activities-
        Depreciation and amortization. . . . . . . .    2,064,747     2,175,550
      Deferred income tax provision. . . . . . . . .      277,772             -
      Currency translation adjustments . . . . . . .       66,243       (38,661)
      Minority interest. . . . . . . . . . . . . . .       (6,961)       (8,921)
        Extraordinary item . . . . . . . . . . . . .       22,680             -
      Decrease (increase) in assets-
        Accounts receivable. . . . . . . . . . . . .     (403,609)     (850,490)
          Prepayments and other assets . . . . . . .      478,482      (235,514)
        Deferred costs . . . . . . . . . . . . . . .     (148,862)      339,937
        Increase (decrease) in liabilities-
        Accrued interest on first mortgage notes . .      (51,106)       16,735
           Accounts payable and accrued liabilities.   (1,876,911)      923,411
        Outstanding winning tickets and refunds. . .      540,463        (2,047)
         Other obligations . . . . . . . . . . . . .            -      (150,000)
                                                      ------------  ------------

       Total adjustments . . . . . . . . . . . . . .      962,938     2,170,000
                                                      ------------  ------------

       Net cash provided by operating activities . .    1,053,018       978,319
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures . . . . . . . . . . . . . . .   (6,123,358)   (5,804,239)
      Decrease (increase) in notes receivable, net .      386,042      (467,473)
  Acquisition of ECOC cash accounts upon
    termination of lease agreement . . . . . . . . .            -     1,061,239
                                                      ------------  ------------

        Net cash used in investing activities. . . .   (5,737,316)   (5,210,473)
                                                      ------------  ------------
</TABLE>

                                   (continues)

<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 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 . . . . . . .    1,075,000     5,802,920
    Payments on notes payable and capital
    lease obligations . . . . . . . . . . . . . .     (934,578)     (817,091)
  Increase in deferred costs. . . . . . . . . . .       (7,499)      (20,242)
  Issuance of units . . . . . . . . . . . . . . .    3,051,600             -
  Cash distributions to minority
    partners of HDA . . . . . . . . . . . . . . .      (18,106)            -
                                                   ------------  ------------

        Net cash (used in) provided by
          financing activities. . . . . . . . . .      (41,745)    4,998,997
                                                   ------------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . .   (4,726,043)      766,843

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

CASH AND CASH EQUIVALENTS, end of period. . . . .  $ 1,911,224   $ 1,274,499
                                                   ============  ============


SUPPLEMENTAL INFORMATION:
  Interest paid . . . . . . . . . . . . . . . . .  $ 4,057,925   $ 4,043,948

  Income taxes paid . . . . . . . . . . . . . . .            -         1,240

NONCASH TRANSACTIONS:
  Equipment acquired through capital leases . . .      395,038       217,492

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

  Units appreciation rights . . . . . . . . . . .            -        48,457

  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.

<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  America  and  the  Caribbean.   Through  its subsidiaries,  the Company
operates four race tracks and manages its off-track betting systems in different
countries.

     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").

     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 race
tracks  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  Race  Track  in  Medellin,  Colombia  ("Los  Comuneros").

     CONSOLIDATION  AND  PRESENTATION

     The  consolidated  financial statements as of June 30, 1999 and for the six
and  the  three  month  periods  ended  June 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 six months
ended  June  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
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.

<PAGE>
     The  Company  consolidates  in  its  financial  statements  the accounts of
entities  in  which  it  has  a  controlling  interest  in  excess  of  50%. 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 Six Months    For the Three Months
                    Ended June 30,        Ended June 30
                 --------------------  --------------------
Subsidiary. . .     1999       1998       1999       1998
                 ----------  --------  ----------  --------
<S>              <C>         <C>       <C>         <C>

   HDA. . . . .  $  22,110   $(8,921)  $  11,760   $(9,124)
   Galapagos. .          -         -           -         -
   Equus-Panama    (49,923)        -     (79,073)        -
   SECSA. . . .   (402,892)        -    (302,930)        -
                 ----------  --------  ----------  --------

                 $(430,705)  $(8,921)  $(370,243)  $(9,124)
                 ==========  ========  ==========  ========
</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
six  months ended June 30, 1999 and 1998, the Company did not recognize minority
interest  in  Galapagos' losses amounting to $181,094 and $53,945, 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 accredited investors
pursuant  to  the  terms  of  a  private  offer that commenced in December 1998.

     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

<PAGE>
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  six  months  ended  June  30,  1999 and 1998, net exchange losses
resulting  from  remeasurement  of  accounts,  together with losses from foreign
currency  transactions,  amounted  to  $91,126  and $71,936, 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  June  30,  1999  and  December  31,  1998  amounted  to $27,406 and $103,350
(including $35,590 from unsettled intercompany transactions), respectively.  The
exchange  rates  in Dominican Republic as of June 30, 1999 and December 31, 1998
were  US$1.00  to  FC$16.30  and US$1.00 to FC$15.85, respectively.  The average
exchange rates in Dominican Republic prevailing during the six months ended June
30,  1999  and  1998,  were  US$1.00  to  FC$16.15  and  US$1.00  to  FC$15.09,
respectively.  The  exchange  rate  in Colombia as of June 30, 1999 and December
31,  1998  was  approximately  US$1.00  to  FC$1,500.

     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.  COMMITMENTS  AND  CONTINGENCIES:

     LOS  COMUNEROS  RACETRACK

     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.

     The  liabilities  included,  mainly,  accounts  payable  to  vendors  and
horseowners  and  certain  financial obligations with various maturities through
2004.  These  obligations,  which  at  June  30,  1999 amounted to approximately
$483,000 are recorded in the accompanying consolidated balance sheet as accounts
payable  and  accrued  liabilities.


3.  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").

<PAGE>
     The  First  Mortgage Notes mature on December 15, 2003 and bear interest at
11.75%,  payable  semiannually.  On  January  5,  1999,  HDA  redeemed  First

Mortgage  Notes  in  the  principal  amount  of  $3  million  (of which $380,000
corresponded  to  the  Notes purchased by ECMC in December 1998) at 110% of par.

     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 income
(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 June 30, 1999,
reduced  by  prior  redemptions,  are  as  follows  (in  thousands):


               YEAR ENDING   GROSS   PURCHASED IN    NET
                JUNE 30,     AMOUNT  OPEN MARKET    AMOUNT
               ----------  ---------  ----------  ---------
                  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     (1,052)         (77)       (975)
                          --------  -----------  -----------
                           $60,711     $  7,232     $53,479
                          ========  ===========  ===========

     As of August 12, 1999, HDA has advanced Equus approximately $500,000, which
technically  is  not in conformity with the terms of the Indenture.  HDA expects
to  cure this default with the declaration of distributions in the future, based
on  income  generated  by  HDA.


4.   BONDS  AND  NOTES  PAYABLE  AND  CAPITAL  LEASES:

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

<TABLE>
<CAPTION>

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

                                                                     Balance
                                                              -----------------------
                                    Maturity      Interest     June 30,   December 31,
Borrower         Description          Date           Rate        1999        1998
------------  ------------------  -------------  -----------  ----------  -----------
<S>           <C>                 <C>            <C>          <C>         <C>
ECMC          Line of Credit(a)         5/21/00       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)         8/25/99        10.5%      13,822      142,697
Equus-Panama  Line of credit (c)        5/25/00        10.5%      46,282            -
Equus-Panama  Term loan                 4/12/00        10.5%     125,000            -
The Company   Loan (d)                     -          P+1.0%           -      200,000
                                                              ----------  -----------
                                                              $2,878,374  $ 2,841,797
                                                              ==========  ===========
</TABLE>


     At  June  30,  1999 and December 31, 1998, prime rate (P) was 8% and 7.75%,
respectively.

 (a)     Maximum outstanding balance is $750,000.  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  3).

 (c)     Maximum outstanding balance is $250,000.  Available to finance loans to
         Panama  horseowners  for  the  acquisition  of  horses.

 (d)     Loan  made  by  IBC  in  1998  and  repaid  in  March,  1999.

     Pursuant  to a public offering, Equus-Panama issued $4 million in unsecured
bonds in October 1998.  Interest is payable at 11% rate 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 JUNE 30,          LEASES       PAYABLE     PAYABLE
--------------------  ------------  -----------  ----------
<S>                   <C>           <C>          <C>
   2000               $ 1,177,044   $ 2,878,374  $        -
   2001                   899,862             -     600,000
   2002                   459,368             -   1,000,000
   2003                   278,662             -   1,200,000
--------------------  ------------  -----------  ----------
                        2,967,087     2,878,374   4,000,000
  Less-interest          (419,128)            -
                      ------------  -----------  ----------
                        2,547,959   $ 2,878,374 $ 4,000,000
                      ============  ===========  ==========
</TABLE>

<PAGE>
5.  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 Six        For the Three
                                          Months  Ended      Months Ended
Services  Rendered                           June  30,        June  30,
                                        ----------------  ----------------
To              By        Concept        1999     1998     1999     1998
-------------  ----  -----------------  -------  -------  -------  -------
<S>            <C>   <C>                <C>      <C>      <C>      <C>
The Company    ACPT  Support agreement  $16,200  $ 7,500  $ 8,100  $ 4,000
The Company    EMC   Directors fees      43,500   46,500   20,750   23,750
ECMC           IGC   Services of James
                        J. Wilson        67,500        -   33,750        -
EEC            ACPT  Rent office space   21,000   21,000   10,500   10,500
</TABLE>

6.  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 three and the six months ended
June  30,  1999,  and  1998  (in  thousands):

<TABLE>
<CAPTION>
                                 PUERTO    DOMINICAN
                                  RICO     REPUBLIC     COLOMBIA    PANAMA    TOTAL
                                --------  -----------  ----------  --------  --------
<S>                             <C>       <C>          <C>         <C>       <C>
1999- SIX MONTHS:
Commissions on wagering. . . .  $26,285   $    1,982   $     662   $ 4,426   $33,355
Total revenues . . . . . . . .   27,549        2,678         875     4,574    35,676
Financial expenses . . . . . .    3,733           28         105       281     4,147
Depreciation and amortization.    1,154          165         126       277     1,722
Income (loss) before income
   taxes, minority interest
   and extraordinary item. . .    1,268         (402)       (797)     (102)      (33)
Capital improvements . . . . .    4,911           16         866       330     6,123
Total assets . . . . . . . . .   51,243        1,569       6,195     8,864    67,871

1998 - SIX MONTHS:

Commissions on wagering. . . .  $25,326   $    2,139   $       -   $ 3,708   $31,173
Total revenues . . . . . . . .   26,436        3,272           -     3,796    33,504
Financial expenses . . . . . .    4,193           62           -       194     4,449
Depreciation and amortization.    1,358          278           -       186     1,822
Loss before income taxes and
   minority interest . . . . .     (513)        (120)          -      (568)   (1,201)
Capital improvements . . . . .    1,349          (26)          -     4,481     5,804
Total assets . . . . . . . . .   53,476        2,549           -     8,120    64,145

1999 - QUARTER:

Commissions on wagering. . . .  $12,722   $      903   $     425   $ 1,996   $16,046
Total revenues . . . . . . . .   13,336        1,127         167     2,061    16,691
Financial expenses . . . . . .    1,875           12          42       144     2,073
Depreciation and amortization.      582           64          60       140       846
Income (loss) before income
   taxes, minority interest
   and extraordinary item. . .      208         (340)       (597)     (161)     (891)
Capital improvements . . . . .    3,216            6         243       199     3,664

1998 - QUARTER:

Commissions on wagering. . . .  $11,926   $      912   $       -   $ 1,958   $14,796
Total revenues . . . . . . . .   12,451        1,621           -     1,995    16,067
Financial expenses . . . . . .    2,063           23           -       158     2,244
Depreciation and amortization.      678          134           -        95       907
Income (loss) before income
   taxes and minority interest     (632)          83           -      (502)   (1,051)
Capital improvements . . . . .      829            -           -     1,742     2,571
</TABLE>

<PAGE>
ITEM  7.  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 Los Comuneros in 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  six  and  the  three  months  ended June 30, 1999, with the results of
operations  for  the  six  months  and  the  three  months  ended June 30, 1998.

REVENUES

     Revenues  increased  in  the  second  quarter  of  1999  by $625,000 (3.9%)
compared  to  the  second quarter of 1998.  During the six months ended June 30,
1999,  revenues increased $2,174,000 (6.5%) from the comparative period of 1998.
The  increase  in  revenues  during  the  three  and  the  six month periods was
attributed  in  part  to  revenues earned by SECSA of approximately $166,000 and
$875,000,  respectively,  which commenced operating Los Comuneros in early 1999.

     COMMISSIONS  ON  WAGERING

     Commissions  on  wagering increased $1,249,000 (8.4%) in the second quarter
of  1999 as compared to the second quarter of 1998.  During the six months ended
June  30,  1999,  commissions  on wagering increased by $2,182,000 (7%) from the

<PAGE>
comparative  period  of  1998.  The  increase was the net result of increases in
wagering  on  races  held  at El Comandante, Presidente Remon and Los Comuneros,
offset  by  a  decrease  in  wagering  at  V  Centenario.

     During  the  three and the six month periods, commissions on wagering at El
Comandante  increased  by  $796,000 and $959,000, respectively.  The increase in
wagering  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.  Also, the 1998 periods (particularly the second quarter) were affected
by  a  strike  of union workers opposing to the privatization of the Puerto Rico
Telephone  Company ("PRTC"), an event that disrupted operations at the telephone
company,  due  to damage to the telephone lines, causing a reduction of wagering
at  the  off-track  betting  ("OTB")  agency  network.

     During  the  three  and  the  six month periods, commissions on wagering at
Presidente  Remon increased by $37,000 and $718,000, 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).

     The  decline  in  wagering  at V Centenario continues to be attributable in
part  to the competition posed by the government-licensed electronic lottery and
to  the  difficulties  in arranging for live broadcasting of races by commercial
television  with  broad  island-wide  penetration.

     During the three and the six month periods ended June 30, 1999, commissions
on  wagering  at  Los Comuneros amounted to $425,000 and $662,000, respectively.
Live  racing at Los Comuneros has been conducted only one day per week while the
OTB  betting  operation  is  upgraded  and  the  race  track  improved.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     Net  revenues  from  lottery  services  by  Galapagos in Dominican Republic
during  the  three  and the six months ended June 30, 1999 decreased by $270,000
and  $356,000, respectively, from the comparative periods of 1998.  The decrease
in  revenues  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

     Other  revenues  decreased  $354,000  in  the  second  quarter  of 1999, as
compared  to  the  second  quarter  of  1998.  This  decrease  was  principally
attributed to a correction to the revenues recognized by SECSCA during the first
quarter.  During the six months ended June 30, 1999, other revenues increased by
$348,000  from  the  comparative period of 1998.  Excluding revenues of SECSA of
$213,000,  the increase was $135,000, principally attributed to more revenues of
the  Panama  operation,  where the race track was reopened in February 14, 1998,
and  additional  income  for El Comandante from the leasing of an unused area of
the  parking  lot  at  the  race  track  since  February  1999.

<PAGE>
EXPENSES

     Expenses  increased  in  the  second  quarter  of  1999  by $465,000 (2.7%)
compared  to  the  second quarter of 1998.  During the six months ended June 30,
1999,  expenses  increased  $1,006,000  from the comparative period of 1998. The
increase  in  each  of  the  three and the six month periods was attributable to
approximately  $763,000  and $1,674,000, respectively, in expenses of SECSA, net
of  decreases  in  various  categories  of  expenses  of  the other race tracks.

     PAYMENTS  TO  HORSEOWNERS

     Payments  to  horseowners increased $797,000 in the second quarter of 1999,
as compared to the second quarter of 1998.  During the six months ended June 30,
1999 these payments increased by $1,212,000 from the comparative period of 1998.
Excluding payments to horseowners of Los Comuneros, there was an increase during
the  three  and  the  six months periods of $548,000 and $773,000, respectively,
which  was  principally  related  to  the  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 six months periods ended June
30,  1999  decreased  $171,000  and $302,000, respectively, from the comparative
periods  of  1998.  Excluding  financial expenses of SECSA, there was a decrease
during  the  three  and  the  six  months  periods  of  $213,000  and  $407,000,
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 decreased $61,000 in the second quarter of 1999 as compared to
the  second  quarter  of  1998.  During  the  six  months  ended  June 30, 1999,
depreciation  decreased $101,000 from the comparative period of 1998.  Excluding
depreciation  and  amortization of SECSA, there was a decrease  during the three
and  the six month periods of $120,000 and $227,000, 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.

     OTHER  EXPENSES

     Other  expenses  decreased  $100,000 to $6,629,000 in the second quarter of
1999 from $6,729,000 in the second quarter of 1998.  During the six months ended
June 30, 1999, other expenses increased $197,000 to $13,414,000 from $13,217,000
in  the  comparative period of 1998.  Excluding the expenses of SECSA during the

<PAGE>
three  and  the  six  month  ended  June  30,  1999  of $413,000 and $1,004,000,
respectively,  there  was  a  decrease  in  other  expenses for these periods of
$513,000  and  $807,000,  respectively.  The  net decrease was attributable to a
combination  of factors:  (i) a full period of operations of Equus-Panama during
1999  (live  racing  operations  at  Presidente  Remon commenced in February 14,
1998),  (ii)  decrease  in  salaries  and  payroll costs of El Comandante due to
reduction  of personnel in various departments due to partial closing of several
areas  at  the  race  track  (such  as mutuels department and print shop), (iii)
reduction  in  satellite costs incurred for the simulcast of El Comandante races
to  Dominican  Republic  due  to  change  to  a digital signal in mid-1998, (iv)
reduction  in  repair  and  maintenance  work  at  El  Comandante,  as there are
currently  major  renovations  and  improvements  underway  for damage caused by
Hurricane  Georges  in  September 1998, (v) increase in marketing costs due to a
strong  advertising  and  promotion  campaign  in  Puerto Rico, (vi) increase in
insurance  premiums  after  heavy  damage  caused by Hurricane Georges and (vii)
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 from Puerto Rico sources 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  Galapagos,  Equus-Panama  (effective
October,  1998) and SECSA (effective January, 1999).  Because accumulated losses
of  Galapagos  allocable to minority partners had exceeded their investment, the
Company  did  not recognize minority interest of $181,094 and $53,945, in losses
of  Galapagos  for  the  six  months  ended  June  30,  1999  and  1998.

EXTRAORDINARY  ITEM

     The  extraordinary  item  recorded  during  the  second  quarter  of  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 and/or ECMC is

<PAGE>
not  readily  available to Equus.  Therefore, capital resources and liquidity of
Equus  are  discussed separately, excluding the cash flows and operations of HDA
(including ECMC) and its other foreign subsidiaries, which funds are not readily
available  to  the  Company.  A separate discussion of the capital resources and
liquidity  of  HDA  (including  ECMC)  is  also  presented.

     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 $6,000 during the six
months  ended  June  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  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 Equus.  Proceeds from the
private  offering  were  used  by  Equus to (i) purchase HDA's 37.5% interest in
Equus-Panama  (including  receivable)  and  HDA's  55%  interest  in  Galapagos
(including  receivable) for $1.85 million, (ii) repay a $200,000 short-term loan
from  an  affiliate, and (iii) invest approximately $1 million in Los Comuneros.

     For the balance of the year, Equus expects to make an additional investment
of  approximately  $650,000  in  Los  Comuneros, mainly for the expansion of the
off-track betting agency system throughout Colombia.  Equus made arrangements to
purchase  certain  equipment necessary to carry races via satellite in simulcast
operations for a fee.  These investments, and any additional funding required by
the  Dominican  Republic  operation, will be funded from a credit facility to be
requested  by  Equus  and  from  cash  distributions  from  HDA.

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  HDA  AND  ECMC

     Cash and cash equivalents of HDA and ECMC, decreased by $4.6 million during
the  six  months  ended  June 30, 1999 to $1.5 million.  HDA's principal uses of
cash  for financing and investing activities during the period, were as follows:

     (i)  Capital  improvements  to  El  Comandante  race track of $4.2 million,
principally  incurred  as  a  result  of  damage  caused by Hurricane Georges in
September  1998.

     (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,  reduced  by  the portion
corresponding  to  the  notes  purchased  by  ECMC  in December 1998.  Also, the

<PAGE>
purchase  in  June  1999  in  the  open  market  of  First Mortgage Notes in the
principal  amount of $189,000 for $166,000. The net effect of these transactions
was  $3,048,320.

     (iv)  Cash distributions to Equus of $960,000, based on income generated by
HDA,  on  a  consolidated  basis, through June 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).

     In  addition  to cash available at the beginning of the year and cash flows
provided  by  operations,  HDA  and  ECMC  obtained  funds for its financing and
investing  transactions  principally  from  $650,000 in advances drawn under its
$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
$1.85  million.

     For the remaining part of the year the projected principal uses of cash for
financing  and  investing  activities  of  HDA  and  ECMC,  are:  (i)  capital
improvements  to  continue  the  reconstruction of El Comandante race track from
damage caused by Hurricane Georges of approximately $3.7 million, (ii) principal
payments  on capital leases for El Comandante operations, and (iii) advances and
cash  distributions  to  partners,  including  Equus.

     As  of  August  12, 1999, HDA has advanced to Equus approximately $500,000,
which  technically  is  not  in conformity with the terms of the Indenture.  HDA
expects  to  cure  this  default  with  the  declaration of distributions in the
future,  based  on  income  generated  by  HDA.

     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
June  15  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:

                    YEAR ENDING      NET AMOUNT
                     JUNE 30,       (FACE VALUE)
                    -----------     ------------
                       2002         $      3,454
                       2003               10,200
                       2004               40,800
                                    ------------
                                    $     54,454
                                    ============

<PAGE>
     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  six persons appointed to four-year terms by the Governor of Puerto
Rico.  The  Racing  Administrator  is  also  appointed  by  the  Governor  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.  The Company plans to complete
the  Y2K  project  approximately  by  September  30,  1999.

     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

<PAGE>
compatible.  The Company also utilized certain telecommunication systems for the
transmission of data between the race tracks and its off-track betting agencies.
The  Company  has  initiated  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.

     COSTS TO ACHIEVE Y2K COMPLIANCE.  The Company has estimated total remaining
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, which will
be 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 race tracks to process wagering or take bets through
its  off-track  betting  system,  resulting  in the lost 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  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 race tracks.  The contingent plan
is  expected  to  be  completed  by  September  30,  1999.

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.

PART  II  -  OTHER  INFORMATION

Items  1-6   None

<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


August 16, 1999                    /s/ Thomas B. Wilson
-----------------                  ------------------------
Date                               Thomas B. Wilson
                                   President & Chief Executive Officer


August 16, 1999                    /s/ Gretchen Gronau
-----------------                  -----------------------------
Date                               Gretchen Gronau
                                   Vice President and
                                   Chief  Financial  Officer

<PAGE>