SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
                                   AMENDMENT 1
                                   (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,  2000,  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                                54-1719877
          ------------------------------             --------------------
         (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 (July 31, 2000). 9,300,381
Class  A  Units


                                        1
<PAGE>

                            EQUUS GAMING COMPANY L.P.
                                    FORM 10 Q
                                      INDEX

                                                          PAGE
                                                         NUMBER

PART  I  -  FINANCIAL  INFORMATION


Item 1. Consolidated  Financial  Statements

        Consolidated Statements of Operations for the Six Months and Three
        Months  ended  June  30,  2000  and  1999  (Unaudited)                 3

        Consolidated  Statements  of  Comprehensive Income (Loss) for the
        Six  months  and  Three  Months  Ended
        June  30,  2000  and  1999  (Unaudited)                                5

        Consolidated  Balance  Sheets  at  June  30,  2000  (Unaudited)
        and  December  31,  1999  (Audited)                                    6

        Consolidated Statement of Changes in Partners' Deficit for the
        Six  Months  Ended  June  30,  2000  (Unaudited)                       8

        Consolidated  Statements  of  Cash  Flows  for  the  Six
        Months  Ended  June  30,  2000  and  1999  (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                                               22
        Liquidity  and  Capital  Resources                                    26



PART II  -  OTHER  INFORMATION

Item 1. Legal  Proceedings                                                    29
Item 2. Material Modifications of Rights of Registrant's Securities           29
Item 3. Default  upon  Senior  Securities                                     29
Item 4. Submission  of  Matters  to  a  Vote  of  Security Holders            29
Item 5. Other  Information                                                    29
Item 6. Exhibits  and  Reports  on  Form  8-K                                 29

Signatures                                                                    80



                                        2
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE SIX MONTHS ENDED JUNE 30,

                                   (UNAUDITED)

                                                       2000          1999
                                                   ------------  ------------
                                                   (AS RESTATED)
<S>                                                <C>           <C>
 REVENUES:
   Commissions on wagering                         $32,428,432   $33,355,001
   Net revenues from lottery services                  170,348       265,538
   Other revenues                                    1,659,429     2,056,264
   Gain on sale of assets                              179,500             -
                                                   ------------  ------------
                                                    34,437,709    35,676,803
                                                   ------------  ------------
 EXPENSES:
   Payments to horseowners                          15,632,350    16,425,853
   Salaries, wages and employee benefits             5,010,090     5,473,900
   Operating expenses                                5,370,370     3,953,395
   General and administrative                        1,915,263     1,774,659
   Marketing, television and satellite costs         2,500,104     2,212,498
   Financial expenses                                4,902,172     4,147,602
   Depreciation and amortization                     1,915,688     1,722,287
                                                   ------------  ------------
                                                    37,246,037    35,710,194
                                                   ------------  ------------

 (LOSSES) EARNINGS BEFORE INCOME TAXES, MINORITY    (2,808,328)      (33,391)
 INTERST AND EXTRAORDINARY ITEMS
 PROVISION FOR INCOME TAXES                            198,071       329,914
                                                   ------------  ------------


 (LOSSES) EARNINGS BEFORE MINORITY INTEREST AND     (3,006,399)     (363,305)
 EXTRAODINARY ITEMS

 MINORITY INTEREST IN (LOSSES) EARNINGS               (193,450)     (430,705)
                                                   ------------  ------------


 (LOSSES) EARNINGS BEFORE EXTRAORDINARY ITEMS       (2,812,949)       67,400
 EXTRAORDINARY ITEMS - DISCOUNT ON EARLY
   REDEMPTION OF FIRST MORTGAGE NOTES                        -        22,680
                                                   ------------  ------------

NET (LOSSES) EARNINGS                              $(2,812,949)  $    90,080
                                                   ============  ============

 ALLOCATION OF NET (LOSSES) EARNINGS:
   General partners                                $   (28,129)  $       901
   Limited partners                                 (2,784,820)       89,179
                                                   ------------  ------------
                                                   $(2,812,949)  $    90,080
                                                   ------------  ------------
 BASIC AND DILUTED PER UNIT AMOUNTS:               $     (0.34)  $      0.01
                                                   ============  ============
 WEIGHTED AVERAGE UNITS OUTSTANDING                  8,364,824     7,141,891
                                                   ============  ============
</TABLE>


  The accompanying notes are an integral part of these consolidated statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                            EQUUS GAMING COMPANY L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTHS ENDED JUNE 30,

                                   (UNAUDITED)

                                                       2000          1999
                                                   ------------  ------------
                                                   (AS RESTATED)
<S>                                                <C>           <C>
 REVENUES:
   Commissions on wagering                         $15,912,221   $16,045,600
   Net revenues from lottery services                   62,461       123,045
   Other revenues                                      660,782       522,472
   Gain on sale of assets                              179,500             -
                                                   ------------  ------------
                                                    16,814,964    16,691,117
                                                   ------------  ------------
 EXPENSES:
   Payments to horseowners                           7,662,483     8,032,784
   Salaries, wages and employee benefits             2,561,563     2,561,110
   Operating expenses                                2,911,628     1,789,963
   General and administrative                          989,367       996,186
   Marketing, television and satellite costs         1,371,419     1,282,458
   Financial expenses                                2,456,338     2,073,647
   Depreciation and amortization                       960,605       846,343
                                                   ------------  ------------
                                                    18,913,403    17,582,491
                                                   ------------  ------------

 (LOSSES) EARNINGS BEFORE INCOME TAXES, MINORITY    (2,098,439)     (891,374)
 INTEREST AND EXTRAORDINARY ITEMS
 PROVISION (BENEFIT) FOR INCOME TAXES                   42,382        (8,573)
                                                   ------------  ------------


 (LOSSES) EARNINGS BEFORE MINORITY INTEREST AND     (2,140,821)     (882,801)
 EXTRAODINARY ITEMS

 MINORITY INTEREST IN (LOSSES) EARNINGS                 64,844      (370,243)
                                                   ------------  ------------


 (LOSSES) EARNINGS BEFORE EXTRAORDINARY ITEMS       (2,205,665)     (512,558)
 EXTRAORDINARY ITEMS - DISCOUNT ON EARLY
    REDEMPTION OF FIRST MORTAGE NOTES                        -        22,680
                                                   ------------  ------------

NET (LOSSES) EARNINGS                              $(2,205,665)  $  (489,878)
                                                   ============  ============

 ALLOCATION OF NET (LOSSES) EARNINGS:
   General partners                                $   (22,057)  $    (4,899)
   Limited partners                                 (2,183,608)     (484,979)
                                                   ------------  ------------
                                                   $(2,205,665)  $  (489,878)
                                                   ------------  ------------
 BASIC AND DILUTED PER UNIT AMOUNTS:               $     (0.26)  $     (0.06)
                                                   ============  ============
 WEIGHTED AVERAGE UNITS OUTSTANDING                  8,364,824     8,401,143
                                                   ============  ============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


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

                                   (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30,
                                            2000         1999
                                        ------------  ----------
                                       (AS RESTATED)
<S>                                     <C>           <C>
 NET (LOSSES) EARNINGS                  $(2,812,949)  $  90,080

 OTHER COMPREHENSIVE (LOSSES) INCOME:

  Currency translation adjustments          221,071     130,761

                                        ------------  ----------
COMPREHENSIVE (LOSSES) INCOME           $(2,591,878)  $ 220,841
                                        ------------  ----------


FOR THE THREE MONTHS ENDED JUNE 30,

                                            2000        1999
                                        ------------  ----------
                                       (AS RESTATED)
 NET (LOSSES) EARNINGS                  $(2,205,665)  $(489,878)

 OTHER COMPREHENSIVE (LOSSES) INCOME:

  Currency translation adjustments          337,033      65,239

                                        ------------  ----------
COMPREHENSIVE (LOSSES) INCOME           $(1,868,632)  $(424,639)
                                        ------------  ----------
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


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

                                        ASSETS


                                  JUNE 30,      DECEMBER  31,
                                    2000            1999
                                -------------  ---------------
                                 (UNAUDITED)     (AUDITED)
                                (AS RESTATED)
<S>                             <C>            <C>
  CASH AND CASH EQUIVALENTS:
    Unrestricted                $  1,725,446   $    1,888,995
    Restricted                       157,164          418,938
                                -------------  ---------------
                                   1,882,610        2,307,933
                                -------------  ---------------

  PROPERTY AND EQUIPMENT:
    Land                           7,705,446        7,786,980
    Building and improvements     56,910,950       56,512,072
    Equipment                     14,612,758       13,967,887
                                -------------  ---------------
                                  79,229,154       78,266,939
    Accumulated depreciation     (20,198,079)     (18,409,886)
                                -------------  ---------------
                                  59,031,075       59,857,053
                                -------------  ---------------

  DEFERRED COSTS, NET:
    Financing                      2,356,054        2,510,487
    Costs of Panama contract       1,925,000        1,980,000
    Other                            739,943          501,505
                                -------------  ---------------
                                   5,020,997        4,991,992
                                -------------  ---------------

  OTHER ASSETS:
    Accounts receivable, net       1,866,900        1,577,634
    Notes receivable               2,109,931        1,506,599
    Other assets                   1,420,131          701,362
                                -------------  ---------------
                                   5,396,962        3,785,595
                                -------------  ---------------

                                $ 71,331,644   $   70,942,573
                                =============  ===============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


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

                                        (continued)

                             LIABILITIES AND PARTNERS' DEFICIT


                                                           JUNE 30       DECEMBER 31
                                                             2000           1999
                                                        --------------  -------------
                                                         (UNAUDITED)      (AUDITED)
<S>                                                     <C>             <C>
  FIRST MORTGAGE NOTES:                                  (AS RESTATED)
    Principal, net of note discount of
      $736,611 and $885,446                             $  53,717,389   $ 53,568,554
    Accrued interest                                          265,900        265,900
                                                        --------------  -------------
                                                           53,983,289     53,834,454
                                                        --------------  -------------

  OTHER LIABILITIES:
    Accounts payable and accrued liabilities               15,581,853     11,660,824
    Outstanding winning tickets and refunds                   984,642      1,130,389
    Notes payable                                           6,032,781      6,226,082
    Bonds payable                                           4,000,000      4,000,000
    Capital lease obligations                               2,746,394      3,235,507
                                                        --------------  -------------
                                                           29,345,670     26,252,802
                                                        --------------  -------------

  DEFERRED INCOME TAXES                                     3,564,866      3,165,800
                                                        --------------  -------------

  MINORITY INTEREST                                         1,814,990      2,474,810
                                                        --------------  -------------

  COMMITMENTS AND CONTINGENCIES, SEE NOTE 2

  PARTNERS' DEFICIT
    General Partner                                          (807,797)      (781,879)
    Limited Partners - 10,383,617 units authorized:
     (9,300,381 units issued and outstanding of which
      935,557 are in treasury stock in 2000 and 1999)     (16,569,374)   (14,003,414)
                                                        --------------  -------------
                                                          (17,377,171)   (14,785,293)
                                                        --------------  -------------

                                                        $  71,331,644   $ 70,942,573
                                                        ==============  =============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                    EQUUS GAMING COMPANY L.P.
                      CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                              FOR THE SIX MONTHS ENDED JUNE 30, 2000

                                         (UNAUDITED)

                                                     GENERAL      LIMITED
                                                     PARTNERS     PARTNERS         TOTAL
                                                    ----------  -------------  -------------
<S>                                                 <C>         <C>            <C>
  BALANCES, DECEMBER 31, 1999                       $(781,879)  $(14,003,414)  $(14,785,293)

    Net losses for the period (As restated)           (28,129)    (2,784,820)    (2,812,949)

    Currency translation adjustments (As restated)      2,211        218,860        221,071

                                                    ----------  -------------  -------------
  BALANCES, JUNE 30, 2000 (AS RESTATED)             $(807,797)  $(16,569,374)  $(17,377,171)
                                                    ==========  =============  =============
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


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


                                                            2000          1999
                                                        ------------  ------------
                                                        (AS RESTATED)

<S>                                                     <C>           <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:

    Net (losses) earnings                               $(2,812,949)  $    90,080
                                                        ------------  ------------
    Adjustments to reconcile net (losses) earnings to
      net cash provided by operating activities-
        Depreciation and amortization                     2,373,958     2,064,747
        Deferred income tax provision                       198,071       277,772
        Currency translation adjustments                   (245,299)       66,243
        Minority interest                                  (193,450)       (6,961)
        Extraordinary item                                        -        22,680
    Decrease (increase) in assets-
        Accounts receivable                                (289,267)     (403,609)
        Prepayments and other assets                       (718,769)      478,482
       Deferred costs                                      (434,659)     (148,862)
    Increase (decrease) in liabilities-
        Accrued interest on first mortgage notes                  -       (51,106)
        Accounts payable and accrued liabilities          4,122,024    (1,876,911)
        Outstanding winning tickets and refunds            (145,747)      540,463

                                                        ------------  ------------
         Total adjustments                                4,666,862       962,938
                                                        ------------  ------------

  Net cash provided by operating activities               1,853,913     1,053,018
                                                        ------------  ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                   (758,127)   (6,123,358)
    (Increase) decrease  in notes receivable, net          (603,332)      386,042
                                                        ------------  ------------
  Net cash used in investing activities                  (1,361,459)   (5,737,316)
                                                        ------------  ------------
</TABLE>

  The accompanying notes are an integral part of these consolidated statements


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


                                                               2000          1999
                                                           ------------  ------------
                                                          (AS RESTATED)
<S>                                                        <C>           <C>
  CASH FLOWS FROM FINANCING ACTIVITIES:
    Redemption of First Mortgage Notes                     $         -   $(3,048,320)
    Contribution by minority stockholders                            -        40,158
    Payments to affiliates                                           -      (200,000)
    Loan proceeds from financial institutions                  720,000     1,075,000
    Payments on notes payable and capital
      lease obligations                                     (1,482,776)     (934,578)
    Increase in defered costs                                 (155,001)       (7,499)
    Issuance of units                                                -     3,051,600
    Cash distributions to minority partners of HDA                   -       (18,106)
                                                           ------------  ------------
  Net cash used in  financing activities                      (917,777)      (41,745)
                                                           ------------  ------------

  NET (DECREASE) INCREASE IN CASH AND
   CASH EQUIVALENTS                                           (425,323)   (4,726,043)

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR               2,307,933     6,637,267
                                                           ------------  ------------
  CASH AND CASH EQUIVALENTS, END OF YEAR                   $ 1,882,610   $ 1,911,224
                                                           ============  ============

  SUPPLEMENTAL INFORMATION:
    Interest paid                                          $ 4,497,528   $ 4,057,925
    Income taxes paid                                                -             -

  NON-CASH TRANSACTIONS:
    Equipment acquired through capital leases                   80,362       395,038
    Contribution of non-cash assets,  net of liabilities
      by Los Comuneros S.A. (see Note 1)                             -     1,959,842
</TABLE>

  The accompanying notes are an integral part of these consolidated 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 the
Caribbean,  Central  and  South  America.  Through its subsidiaries, the Company
operates  four  racetracks  and  manages  an extensive off-track betting ("OTB")
system  in  the  various  countries  where  the  Company  operates.

     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 has been
operated  since  January  1,  1998  by  the  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,
satellite  time  (contracted  from a third party), and leasing of video and data
telecommunication  equipment  to  transmit (or simulcast) live races from and to
the Company's racetracks and OTB agencies, including live races from outside the
Company's  operational  territories to the Company's agency distribution network
in  order  to  increase  the level of wagering revenues through the OTB systems.
ABN  is  establishing  and  operating  an  OTB 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  1999  a  controlling  50% interest in Equus
Comuneros S.A.  ("Equus-Comuneros"), the owner and operator of Los Comuneros for
approximately  $2.1  million.  In  1999  Equus-Comuneros  received  as a capital
contribution  from  the minority stockholder, Los Comuneros S.A., all assets and
liabilities  that  were  employed  by  the prior operator of Los Comuneros.  The
assets  mainly consisted of land, buildings and equipment for approximately $4.7
million and liabilities of approximately $2.6 million.  The liabilities included
mainly  accounts  payable  to  vendors  and  horseowners  and  certain financial
obligations  with  various  maturities  through  2004.

     CONSOLIDATION  AND  PRESENTATION


     The  consolidated  financial statements as of June 30, 2000 and for the six
months  ended  June  30, 2000 and 1999 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, 2000 are not
necessary  indicative  of  the  results  that may be expected for the year.  Net
earnings  (losses)  per  unit  are 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.


                                       11
<PAGE>
     In  this  amended  10Q,  the  Company  restated the financial statements to
correct  certain  information  primarily  related  to:  (1)  reclassification of
interest  income  from  other  revenues  to be netted with interest expense; (2)
recomputation  of  the  currency  translation  adjustment  for Colombia based on
revised  information.  This  adjustment  was  made  to operating expenses in the
statement  of  operations  and  also  to  the  comprehensive statement of income
(loss),  to  correct  information  not  properly computed in prior quarters; (3)
recomputation  of  cumulative  adjustments  for  minority interest which was not
calculated  properly  in  this  and  prior quarters; (4) increase in the federal
income  tax  provision  by  approximately  $40,000.

     Although  the  Company  had  the  option under Regulation S-K (requiring at
fiscal year end appropriate reconciliation and description of any adjustments to
quarterly  reports  previously  reported  in  a Form 10Q for any quarter (17 CFR
229.302  (a)  )) to report the effect of the above corrections at the end of the
fiscal  year,  the  Company  decided  to make the adjustments for this and prior
quarters  in  the  amended  10Q  of  June  30,  2000.

The  above  adjustments  (2)  ,(3)  and  (4)  resulted  in  the  following:

<TABLE>
<CAPTION>
                                        SIX MONTHS                 THREE MONTHS
                                       JUNE 30, 2000               JUNE 30, 2000

                               As Previously        As        As Previously        As
                                 Reported        Restated       Reported        Restated
                              ---------------  ------------  ---------------  ------------
<S>                           <C>              <C>           <C>              <C>
  Revenues                    $   34,882,048   $34,437,709   $   17,259,303   $16,814,964
  Expenses                        37,522,275    37,246,037       19,189,641    18,913,403
                              ---------------  ------------  ---------------  ------------
                                  (2,640,227)   (2,808,328)      (1,930,338)   (2,098,439)
  Provision for income taxes         157,803       198,071            2,114        42,382
                              ---------------  ------------  ---------------  ------------
                                  (2,798,030)   (3,006,399)      (1,932,452)   (2,140,821)
  Minority interest                 (588,343)     (193,450)        (330,049)        64844
                              ---------------  ------------  ---------------  ------------
  Net loss                    $   (2,209,687)  $(2,812,949)  $   (1,602,403)  $(2,205,665)
                              ===============  ============  ===============  ============

  Basic and diluted net
    loss per unit             $        (0.26)  $     (0.34)  $        (0.19)  $     (0.26)
</TABLE>


     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally accepted in the United States ('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  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,  1999.


                                       12
<PAGE>
     The  Company  consolidates  the  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
Equus-Comuneros.  Therefore, the Company recorded minority interest based on the
earnings  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,
                       ----------------------------------------------
                          2000        1999       2000        1999
                       ----------  ----------  ---------  ----------
<S>                    <C>         <C>         <C>        <C>
  SUBSIDIARY:
      HDA              $ (12,090)  $  22,110   $(13,586)  $  11,760
      Galapagos                -           -          -           -
      Equus-Panama       113,750     (49,923)    88,003     (79,073)
      Equus-Comuneros   (295,110)   (402,892)    (9,573)   (302,930)
                       ----------  ----------  ---------  ----------
                       $(193,450)  $(430,705)  $ 64,844   $(370,243)
                       ----------  ----------  ---------  ----------
</TABLE>


     In  general,  the  minority  interest  is calculated based on the ownership
interest  of  the  minority  partners.  HDA  has  a minority partner owning a 1%
interest.   Galapagos'  minority  partners own a 45% interest.   However, during
the  six  months  ended  June  30,  2000  and 1999 the Company did not recognize
minority  interest  in  Galapagos'  losses  amounting  to  $188,054 and $181,094
respectively,  because  the  minority  partners have no legal obligation to fund
such  losses in excess of their investment.  As of June 30, 2000 the accumulated
losses  not  allocated  to  the  minority  partners  amounts  to  $1,275,124.
Equus-Panama  minority  partners  own  a 49% interest.  Equus-Comuneros minority
partners  own  a  50%  interest.


CURRENCIES

     The  Company  consolidates  its accounts with Galapagos and Equus-Comuneros
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$")  and vice versa through commercial banks and/or the central banks of the
respective  countries.  The  Company  remeasures  the  monetary  assets  and
liabilities  of  the foreign subsidiaries that were recorded in US$ 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,  2000 and 1999, net exchange losses
resulting  from  re - measurement of accounts, together with losses from foreign
currency  transactions,  amounted  to  $235,846 and $91,126, respectively, which
amounts  are included as operating expenses.   Accumulated net loss 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, 2000 and
December  31,  1999  amounted  to  $435,430  and  $656,501,  respectively.


                                       13
<PAGE>
     The  current  exchange  rates in Dominican Republic as of June 30, 2000 and
December  31,  1999  were  US$1.00  to  FC$16.35  and  US$1.00  to  FC$16.00,
respectively.  The  average  exchange  rates  in  Dominican  Republic prevailing
during  the  six  months ended June 30, 2000 and 1999, were US$1.00 to FC$16.27,
US$1.00  to FC$16.00, respectively.  The current exchange rate in Colombia as of
June  30,  2000  and 1999 were US$1.00 to FC$2,139 and $US1.00 to FC$1,500.  The
average exchange rate in Colombia prevailing during the six months ended in June
30, 2000 and 1999 were US$1.00 to FC$2,016 and 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:

     HORSEOWNERS'  AGREEMENTS

     The  Company  has  separate  agreements with the horseowners association of
each  country  that  establishes  the amount payable to horseowners as purses in
exchange  for  the  availability of thoroughbred horses for races.   Payments to
horseowners  are,  in  general,  based  on  a  percentage  of  wagering.

     The  Panama  contract  expires  in  December 2007.  It provides for minimum
guaranteed  payments  to  horseowners  in 1999 and 1998 of $4.1 million and $3.8
million,  respectively  (including loans of $200,000 each year).   The Dominican
Republic  contract  expires  in December 2005.  The Colombia contract expires on
December  31,  2009.  It  provides  for  certain  minimum guaranteed payments to
horseowners  during  the  first  three years ($1.2 million in 2000, increased in
2001  and  2002  in  accordance  with  an  inflation  factor).


     The  new  Puerto  Rico  10-year  contract  expires on December 31, 2010. It
provides  for : (1) distribution of "Take" or commissions on wagering on a 50/50
basis  between  Horseowners and El Comandante Management Company (no change from
prior  contract) ; (2) a one-time payment made on July 31, 2000 of $1 million to
Horseowners  for  Autotote  fees charged in prior years ; (3) and a cost sharing
agreement  (generally  on  a  50/50 basis) to defray operating expenses totaling
$2.7  million, of which El Comandante will be responsible for $1.4 million, over
the  next  10 years. (copy of agreement included in Part II - Other Information)


     WAGERING  SERVICES  AGREEMENTS

     The  Company  has  separate  agreements  with  Autotote  Systems,  Inc.
("Autotote")  for  providing  wagering  services, software and equipment to each
racetrack,  necessary  for  the  operation  of  the  off-track  betting  system.
Payments  under  these  contracts  are  summarized  as  follows:

<TABLE>
<CAPTION>
                          EL COMANDANTE    V CENTENARIO      REMON       LOS COMUNEROS
                         ---------------  --------------  -------------  -------------
Expiration date            March 2005       March 2005    January 2008        (d)
<S>                      <C>              <C>             <C>            <C>
Cost of services, as a
 percentage of wagering            0.65%       0.65% (a)          1.00%          1.20%
Minimum amount per year  $      800,800   $ 200,000  (b)  $ 330,000 (c)  $          -
</TABLE>


                                       14
<PAGE>
(a)  Galapagos  also  receives  services  for  the distribution system of the
     electronic  lottery.  Fees to Autotote are 2% of gross sales at lottery
     agencies and  1%  of  gross  sales  at  OTB  agencies.

(b)  During  2000, management expects to renegotiate for a fixed fee over the
     handle  instead  of  a  guarantee  minimum  payment.

(c)  Based  on  a minimum monthly payment of $27,500 for 2000, increased each
     subsequent  year, up  to $36,000 in 2007.  For the year 1999 the minimum
     annual  payment  was  $300,000.  During  2000,  management  expects  to
     renegotiate for a fixed  fee  over  the  handle instead of  a guaranteed
     minimum  payment.

(d)  On  August  10,  2000,  the  Colombia  operations  communicated  the
     termination  of  its  contract  with  Autotote  for  failure  to provide
     required  equipment  and  services  under  the  existing  contract.  The
     resolution of this termination is being contested  at  the present time.

     OTHER  LONG-TERM  AGREEMENTS

     The  Company  has  also  entered  in  other  long-term  contracts  that are
essential  for  the  operation of its racetracks such as to guarantee television
coverage  in  Puerto  Rico.  ECMC has an agreement with S&E Network, Inc. (S&E")
that  requires the purchase of television time for a minimum of 910 hours at the
rate of $725 (effective February 1997) per hour, adjusted annually by CPI, or at
the  rate  of $900 per hour, also subject to CPI adjustments, if television time
after  7:00 PM is needed.  The contract is non-cancelable by either party during
the  initial  term,  which  expires on December 2006.  The term is automatically
extended  for  successive  5  years  periods  by  request  of ECMC.  During this
extended  term, the contract can be canceled by S&E, upon payment of liquidating
damages  of  $2  million  plus  CPI  after  January  1997.



3.  FIRST  MORTGAGE  NOTES:

     On  December  15,  1993,  pursuant to a private offering, (i) 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 (the "Indenture") between ECCC, HDA
and Banco Popular de Puerto Rico, as trustee  (the  "Trustee"), and (ii) Housing
Development  Associates Management Company ("HDAMC") issued Warrants to purchase
68,000  shares  of  Class  A Common Stock of HDAMC.  In March 1995, the Warrants
automatically  became exercisable to purchase an aggregate of 1,205,232 units of
the  Company  from  HDAMC.  Upon  issuance  of  the  Warrants, HDA recorded note
discount  of  $2,040,000  equal  to  the  fair value of the Warrants.  Such note
discount is being amortized using the interest method over the term of the First
Mortgage  Notes.

     The  First  Mortgage Notes mature on December 15, 2003 and bear interest at
11.75%  payable semiannually.  Payment of the First Mortgage Notes is guaranteed
by  HDA.  The  First  Mortgage  Notes  are  secured  by  a  first mortgage on El
Comandante  and  by  certain other collateral which together encompass a lien on
(i)  the fee interests of HDA in the land and fixtures comprising El Comandante,
(ii)  all related equipment, structures, machinery and other property, including
intangible  property,  ancillary  to  the operations of El Comandante, and (iii)
substantially all of the other assets and property of HDA, including the capital
stock  of  ECCC  owned  by  HDA.


                                       15
<PAGE>
     During  the  past  three  years  HDA  has  made  early redemptions of First
Mortgage  Notes  in  connection with certain transactions.  The Company has also
purchased  in  the open market First Mortgage Notes which the Company intends to
hold  until maturity in cancellation of required partial redemptions in 2000 and
2001,  as  explained  below.  Following  is  a  summary  of  these transactions:


<TABLE>
<CAPTION>
                                                         HELD BY THE
                                               FACE      COMPANY AT   (PREMIUM)
  TYPE OF TRANSACTION               DATE       VALUE     30-JUN-2000   DISCOUNT
--------------------------------  --------  -----------  ------------  --------
<S>                               <C>       <C>          <C>          <C>
  Redemption                      Mar-1997  $   737,000  $        -   $        -
  Redemption                      Sep-1997    2,500,000           -     (250,000)
  Purchase in open market         Dec-1998    7,500,000   7,500,000    1,000,000
  Redemption, reduced by amount
    of notes held by the Company  Jan-1999    2,620,000    (380,000)    (262,000) (a)
  Purchase in open market         May-1999      189,000     189,000       22,680
                                            -----------  -----------
                                            $13,546,000  $7,309,000
                                            -----------  -----------
<FN>
     (a)  Recorded  as  an  expense  by  the  Company  in  1998
</TABLE>

     In  connection  with these transactions, the Company wrote-off a portion of
the  note  discount  and  deferred  financing  costs.

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

<TABLE>
<CAPTION>
 DUE DURING THE YEAR    GROSS     PURCHASED IN    NET
 ENDING DECEMBER 31,    AMOUNT    OPEN MARKET    AMOUNT
---------------------  --------  --------------  -------
<S>                    <C>       <C>            <C>
     2000              $    563   $      563    $     -
     2001                10,200        6,746      3,454
     2002                10,200            -     10,200
     2003                40,800            -     40,800
                       --------  --------------  -------
                         61,763        7,309     54,454
  Less - discount          (826)         (90)      (736)
                       --------  --------------  -------
                       $ 60,937   $    7,219    $53,718
                       --------  --------------  -------
</TABLE>

      HDA  may  also  redeem  First  Mortgage  Notes at the following redemption
prices  (expressed  as  percentages  of principal amount), in each case together
with  accrued  and  unpaid  interest:


     DURING THE 12 MONTH PERIOD
     BEGINNING ON DECEMBER  15,
     --------------------------
                2000                    101.50%
                2001                    100.00%

     HDA  is  required  to  purchase First Mortgage Notes, at face value, to the
extent  that HDA has accumulated excess cash flow, asset sales with net proceeds
in  excess of $5 million (to the extent these proceeds are not invested in HDA's
racing  business  within a year), or a total taking or casualty, or in the event
of  a  change  of  control  of  HDA.


                                       16
<PAGE>

     The Indenture contains certain covenants, one of which restricts the amount
of  distributions  by  HDA  to  its  partners, including the Company.  Permitted
distributions  are  limited  to  approximately  48%  of  HDA's  consolidated net
earnings.  In  connection  with  certain approval required from noteholders, HDA
agreed  to  temporarily  reduce these distributions by 17%.  HDA is permitted to
make additional cash distributions to partners and other Restricted Payments, as
defined  under  the Indenture, equal to 44.25% of the excess of HDA's cumulative
consolidated  net  income  after December 31, 1993 over the cumulative amount of
the  48%  Distributions, provided that HDA meets a certain minimum debt coverage
ratio.  HDA has not met this debt coverage ratio.  For the six months ended June
30,  2000  HDA  advanced  to  the  Company  approximately  $750,000  against its
allowable  future  distributions  of  profits,  which,  technically,  is  not in
conformity  with  the  terms of the Indenture.  HDA intends to cure this default
with  the  declaration  of  future  permitted  distributions.


4.  BONDS  AND  NOTES  PAYABLE  AND  CAPITAL  LEASES:

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

<TABLE>
<CAPTION>
                                                                          BALANCE AT
                                          MATURITY     INTEREST      JUNE 30,    DECEMBER 31,
  BORROWER          DESCRIPTION             DATE         RATE          2000          1999
-----------------  --------------       ------------  -----------  -------------  ----------
<S>                <C>                  <C>           <C>          <C>            <C>
  HDA/ECMC         Note payable     (a)  15-Dec-01     P+1.00%      $  4,875,000  $5,500,000
  HDA              Line of credit   (b)  15-Dec-01     P+1.00%           500,000           -
  Equus-Panama     Term loan        (c)  25-Apr-2000   10.75%                  -      56,364
  Equus-Panama     Line of credit   (d)  various       10.75%            293,725     204,955
  Equus-Comuneros  Term loans       (e)  various       variable          364,056     464,763
                                                                    ------------  ----------
                                                                    $  6,032,781  $6,226,082
                                                                    ------------  ----------
</TABLE>

     At  June  30,  2000 and December 31, 1999, the prime rate (P) was 9.50% and
8.50%,  respectively.


(a)  Considered  Refinancing  Indebtedness under the terms of the Indenture.
     Secured  by  First  Mortgage  Notes  purchased  in  the  open  market
     (see Note 3).  Payable  in  quarterly  installments commencing on March 31,
     2000.  The  principal  payment  due  on  June 30,  2000  of  $625,000  was
     extended by the bank and paid on August  24,  2000.  All  interest payments
     have  been paid on their due dates.

(b)  Revolving  line  of credit secured by the First  Mortgage  Notes  purchased
     in  the  open market ( See Note 3).  HDA has a $500,000 revolving  line  of
     credit available  until  December  15,  2001  for  its  operational  needs.
     Interest is calculated  on balances outstanding at a rate equivalent to one
     point over prime rate. Principal is due upon maturity on December 15, 2001.

(c)  The  loan  was  paid  off  on  April  25,  2000.

(d)  Available  to finance loans to Panama horseowners for  the  acquisition  of
     horses.  Payable  in  equal  monthly  installments, principal and interest,
     with various  maturity  dates  from  April  25, 2000  to December 26, 2000.


                                       17
<PAGE>
(e)  Secured  by  a certificate of deposit for $140,000, which  is  included  in
     the  accompanying  balance  sheet  as  of  December 31, 1999 as  restricted
     cash. Management  is  in  the  process of  renegotiating the terms of these
     financial  obligations.  Interest  rates  range  from  7% to  14.01%  over
     Colombia's Fixed Term Deposit (FTD)  rate. FTD at June 30, 2000 was 10.98%.


     The  Company  also  guarantees  a  $250,000  loan  of  the  operator of the
restaurant  at  Presidente  Remon.  The  proceeds  of  this  loan  were  used by
Equus-Panama  to  finance  improvements  to  the  restaurant.

     In October 1998, Equus-Panama issued $4 million in unsecured bonds pursuant
to  a public offering.  Interest is payable at 11% rate per annum on a quarterly
basis.  The  bonds  may  be redeemed by Equus-Panama prior to June 30, 2001 at a
redemption  price  of 102% of the principal amount and thereafter at par.  There
are  certain  restrictions  that  limit  the  capacity  of Equus-Panama to incur
indebtedness  and  pay  dividends  to  shareholders.


                                       18
<PAGE>
     The  following  table summarizes future minimum payments on capital leases,
notes  payable  and  bonds  of  the  Company  and its consolidated subsidiaries:



<TABLE>
<CAPTION>
DUE DURING THE TWELVE     CAPITAL       NOTES       BONDS
MONTHS ENDING JUNE 30,    LEASES       PAYABLE     PAYABLE
----------------------  -----------  -----------  ----------
<S>                     <C>          <C>          <C>
2001                    $1,330,987   $2,626,683   $        -
2002                       801,240    3,554,947      600,000
2003                       617,903       42,096    1,000,000
2004                       484,150       34,454    1,200,000
2005                        95,703        3,648    1,200,000
                        -----------  -----------  ----------
                         3,329,983    6,261,828    4,000,000
  Imputed interest        (583,589)    (229,047)           -
                        -----------  -----------  ----------
                        $2,746,394   $6,032,781   $4,000,000
                        -----------  -----------  ----------
</TABLE>


5.  RELATED  PARTY  TRANSACTIONS:


     The following represents a summary of amounts accrued for services rendered
by  or  from certain related parties, namely, EMC, American Community Properties
Trust  ("ACPT")  and  Interstate General Company L.P. ("IGC") during the six and
three  months  ended  June  30,  2000  and  1999:

<TABLE>
<CAPTION>
                                SIX  MONTHS       THREE MONTHS
                                ENDED JUNE 30     ENDED JUNE 30
NATURE OF SERVICE              2000      1999     2000     1999
---------------------------  --------  --------  -------  -------
<S>                          <C>       <C>       <C>      <C>
Support agreement            $ 16,200  $ 16,200  $ 8,100  $ 8,100
Rent office space              21,000    21,000   10,500   10,500
Director fees                  43,500    43,500   18,000   20,750
Services of James J. Wilson    67,500    67,500   33,750   33,750
                             --------  --------  -------  -------
                             $148,200  $148,200  $70,350  $73,100
                             ========  ========  =======  =======
</TABLE>


     On  June  13,  2000  the  Company  received  a cash advance from Interstate
Business Corporation (IBC) of $400,000.  This advance was not a loan and carried
no  interest.  The  advance  was  repaid by the Company to IBC prior to June 30,
2000.


6.  LEGAL  PROCEEDINGS:

     Certain  of the Company's subsidiaries are presently named as defendants in
various lawsuits and might be subject to certain other claims arising out of its
normal  business  operations.  Management,  based in part upon advice from legal
counsel,  believes  that  the  results  of such actions will not have a material
adverse  impact  on  the  Company's financial position or results of operations.


                                       19
<PAGE>
7.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

     As  of  June  30,  2000  the  fair  value  of  the First Mortgage Notes was
approximately  $47,920,000  (as compared with its carrying value of $53,717,389)
based  on  the  market price quoted  by  a  brokerage firm that trades the First
Mortgage  Notes.  The  carrying value of notes payable, capital leases and notes
receivable  approximates  fair  value because these obligations bear interest at
variable rates.   The carrying value of accounts receivable and accounts payable
approximates  fair  value  due  to  the  short-term  maturity  thereof.


8.  SEGMENT  INFORMATION:

     The  Company has identified four reportable segments, based on geographical
considerations:  Puerto  Rico,  Dominican  Republic,  Colombia  and Panama.  The
accounting  policies  of  the  segments  are  the same as those described in the
summary  of  accounting  policies.  The  Company  evaluates performance based on
profit  or loss before income taxes, not including nonrecurring gains and losses
and  foreign  exchange  gains  and  losses.  The  following presents the segment
information  for  the  six  and  three  months  ended June 30, 2000 and 1999 (in
thousands):


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                    PUERTO   DOMINICAN
2000  -  SIX  MONTHS                 RICO     REPUBLIC    COLOMBIA    PANAMA    TOTAL
                                   --------  ----------  ----------  --------  --------
<S>                                <C>       <C>         <C>         <C>       <C>
Commissions on wagering            $25,616   $   1,618   $     730   $ 4,464   $32,428
Total revenues                      26,758       2,042         839     4,799    34,438
Financial expenses                   4,421          15         160       306     4,902
Depreciation and amortization        1,326         172         109       309     1,916
Earnings (Loss) before income
  taxes and minority interest       (1,295)       (418)     (1,328)      232    (2,809)
Capital improvements                 1,289          45        (748)      173       759
Total assets                        54,332       1,865       5,568     9,566    71,331

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
Earnings (Loss) before income
  taxes and minority interest        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

2000 - QUARTER
Commissions on wagering            $12,487   $     833   $     365   $ 2,228   $15,913
Total revenues                      12,862       1,043         426     2,484    16,815
Financial expenses                   2,217           7          79       154     2,457
Depreciation and amortization          665          92          48       155       960
Earnings (Loss) before income
  taxes and minority interest       (1,395)       (119)       (764)      180    (2,098)
Capital improvements                   714          10        (786)      129        67

1999 - QUARTER
Commissions on wagering            $12,722   $     903   $     425   $ 1,996   $16,046
Total revenues                      13,336       1,127         166     2,061    16,690
Financial expenses                   1,876          12          42       143     2,073
Depreciation and amortization          582          64          60       140       846
Earnings (Loss) before income
  taxes and minority interest          208        (340)       (597)     (162)     (891)
Capital improvements                 3,216           6         243       199     3,664
</TABLE>

     Effective  January  1,  1998  EEC,  which is based in Puerto Rico, provides
management services to the foreign countries in connection with the operation of
the  racetracks  and  the  off-track  betting  system.  Fees  for these services
represent  intersegment  revenue.  For the six months ended June 30, 2000 Puerto
Rico  recognized  revenue  of  approximately  $80,000  attributable to Dominican
Republic,  and  $154,000  attributable  to  Panama.


                                       21
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          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.
("Equus-Comuneros").

     The  following discussion compares the results of operations of the Company
for the three months and six months ended June 30, 2000 with the results for the
three  months  and  six  months  ended  June  30,  1999.


                       THE COMPANY'S RESULTS OF OPERATIONS

   QUARTER AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO QUARTER AND SIX MONTHS
   -----------------------------------------------------------------------------
                               ENDED JUNE 30, 1999
                               -------------------

REVENUES


     Consolidated  Revenues  increased in the second quarter ended June 30, 2000
by  $124,000,  or 0.7%, as  compared to the same quarter in 1999. During the six
months ended June 30, 2000, revenues decreased $1,239,000, (3.5%), from the same
period  in  1999.  This  decrease  was  primarily  attributable  to  temporary
interruptions  in simulcast of live races from Puerto Rico to Dominican Republic
and  agency  operations  during  the  first  quarter.


     COMMISSIONS  ON  WAGERING

     Commissions  on wagering decreased by  $134,000, (0.8%), to $15,912,000 for
the  second quarter ended June 30, 2000 as compared to $16,046,000 in the second
quarter  of  1999.  During  the  six  months ended June 30, 2000, commissions on
wagering decreased $927,000, (2.8%), to $32,428,000 from $33,355,000 in the same
period  for  1999. The decrease in commissions was attributable to the following
operations:  El Comandante ($669,000) and Galapagos ($364,000).  However, Panama
and  Colombia  operations  reflect  an  increase  of  $38,000  and  $68,000,
respectively.

     In January 2000, the Puerto Rico horseowners unilaterally decided to cancel
the  approval  of  simulcast  of  live  races  from Puerto Rico to the Dominican
Republic  in  order to put pressure on recent contract negotiations.  It was not
until  the middle of February that this action was reversed by the Racing Board.
This  suspension  had  an adverse economic impact on commissions on wagering for
the  Dominican  Republic  and  Puerto  Rico.  This  resulted  in  a reduction in
commissions  on  wagering  of approximately $300,000 in the first quarter of the
year.  However, in July of 2000 the Puerto Rico Horseowners' Association reached
an  agreement  with  El Comandante Management Company and a new 10-year contract
was  signed  by  both  parties.

     PUERTO  RICO.  Commissions on wagering at El Comandante decreased $235,000,
(1.8%),  to $12,487,000 in the second quarter of 2000 as compared to $12,722,000
in  the  second  quarter  of  1999.  During  the six months ended June 30, 2000,
commissions  on  wagering decreased $669,000, (2.5%), to $25,616,000 as compared
to  $26,285,000  for  the  six  months  ended  June  30,  1999.  The decrease in
commissions was attributable to interruptions in simulcast of races to Dominican
Republic  and  agency  operations.


                                       22
<PAGE>
     PANAMA.  Commissions  on wagering at Presidente Remon increased by $232,000
(11.6%) to $2,228,000 in the second quarter of 2000 as compared to $1,996,000 in
the  second  quarter  of  1999.  During  the  six  months  ended  June 30, 2000,
commissions  on wagering increased $38,000, (0.9%), to $4,464,000 as compared to
$4,426,000  for the six months ended June 30, 1999. The increase is attributable
to  improved  racing programs and greater number of simulcast of live races from
the  United  States.

     DOMINICAN  REPUBLIC.  Commissions on wagering at V Centenario ("Galapagos")
decreased  by  $70,000  (7.8%)  to  $833,000  in  the  second quarter of 2000 as
compared to $903,000 in the second quarter of 1999.  During the six months ended
June  30,  2000,  commissions  on  wagering  decreased  $364,000,  (18.4%),  to
$1,618,000  as  compared  to  $1,982,000 for the six months ended June 30, 1999.
This  decrease  was  primarily  attributable  to a temporary interruption of the
simulcast  races  from  Puerto  Rico and its impact on the racing program in the
Dominican  Republic,  as  well  as  lower number of agencies in operation due to
transmission  and  telecommunications  interruptions.

     NET  REVENUES  FROM  LOTTERY  SERVICES

     Net  revenues  from lottery services by Galapagos in the Dominican Republic
during the three and the six months ended June 30, 2000 decreased by $61,000 and
$95,000, respectively, as compared to the same periods in 1999.  The decrease in
revenues  was due to a reduction in the amount billed to the lottery operator as
reimbursement  for  telephone  line  costs,  pursuant  to  an  amendment  to the
contract.


     On  June  30,  2000  Autotote  breached Galapagos' service agreement to the
Lottery  Operations  [Dominican International Electronic Lottery, Inc. (LEIDSA)]
by  providing  directly  the  same services and refusing to pay to Galapagos its
service  fees  under  the service contract. During the months of July and August
2000,  Galapagos  did  not  receive  any payments for the service fees under its
service  agreement.  In  late  August  2000,  the Company started the process of
preparing  for  legal  action for breach of contract to recover its service fees
under  the  service  agreement.

     OTHER  REVENUES

     Other  revenues  during  the  three  and the six months ended June 30, 2000
increased  by  $139,000, and decreased by $397,000, respectively, as compared to
the  same  period  in  1999.

     In  June  30, 2000 restated 10Q, there was also an adjustment reclassifying
approximately  $445,000  from other revenues, to be netted with interest expense
in  consolidated  statement  of  operations.


     GAIN  ON  SALE  OF  ASSETS

     The  gain of $179,500 is attributable to operations in Panama from the sale
of  television  license  for UHF channel no longer needed for agency operations.


                                       23
<PAGE>
EXPENSES


     Total  expenses  during  the  three  and the six months ended June 30, 2000
increased  by  $1,331,000  and $1,536,000, respectively, as compared to the same
periods  in  1999.


     PAYMENTS  TO  HORSEOWNERS

     Payments of purses to horseowners during the three and the six months ended
June  30,  2000 decreased by $371,000 (4.6%) and $794,000  (4.8%), respectively,
as  compared  to  the  same  period  in  1999.

     El  Comandante  contract  with horseowners expired in April 1998.  However,
the  Puerto  Rico Racing Board extended the contract as an interim measure until
the  Company  and  the  horseowners reach a new agreement.  In July of 2000, the
horseowners  reached  and  signed  a  new  10-year  contract  with El Comandante
Management  Company.

     FINANCIAL  EXPENSES


     Financial  expenses during the three and the six months ended June 30, 2000
increased by $382,000 (18%) and $755,000 (18%), respectively, as compared to the
same periods in 1999.  This increase is primarily attributable to use of line of
credit  facilities  for  development  of agency operations, including additional
agencies  and  improvements  in  simulcast  and  transmission  of  races.


     DEPRECIATION  AND  AMORTIZATION

      Depreciation  and  Amortization  during the three and the six months ended
June  30,  2000 increased by $115,000 (14%) and $193,000 (11%), respectively, as
compared  to  the  same  period  in  1999  primarily due to additions in capital
improvements  to  the  facilities  at  El  Comandante  during  1999.

     OTHER  EXPENSES


     Other  expenses  during  the  three  and the six months ended June 30, 2000
increased  by  $1,204,000  and $1,380,000, respectively, as compared to the same
period  in  1999.  This  increase  is  primarily attributable to new operations,
including  a  cost  reduction  and  restructuring plan implemented by management
during  the  first  quarter  of  2000.


<TABLE>
<CAPTION>
                                 OTHER EXPENSES BY COUNTRY
     INCREASE (DECREASE) IN SECOND QUARTER ENDED JUNE 30, 2000 WHEN COMPARED WITH 1999

                Salaries, wages  Operating    General and     Marketing , TV  Net (decrease)
Country          and benefits    expenses    administrative    and satellite    increase
--------------  --------------  ----------  ----------------  ---------------  -----------
<S>             <C>             <C>         <C>               <C>              <C>
Puerto Rico     $      26,000   $ 603,000   $       125,000   $       80,000   $  834,000
Dominican Rep.       (111,000)    (71,000)          (37,000)         (67,000)    (286,000)
Panama                 22,000     320,000           (48,000)          35,000      329,000
Colombia               64,000     110,000           112,000           41,000      327,000
                --------------  ----------  ----------------  ---------------  -----------
                $       1,000   $ 962,000   $       152,000   $       89,000   $1,204,000
                ==============  ==========  ================  ===============  ===========
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                 OTHER EXPENSES BY COUNTRY
       INCREASE (DECREASE) FOR SIX MONTHS ENDED JUNE 30, 2000 WHEN COMPARED WITH 1999

                Salaries, wages  Operating     General and     Marketing , TV  Net (decrease)
Country          and benefits    expenses     administrative    and satellite    increase
--------------  --------------  -----------  ----------------  ---------------  -----------
<S>             <C>             <C>          <C>               <C>              <C>
Puerto Rico     $    (373,000)  $  972,000   $       296,000   $      339,000   $1,234,000
Dominican Rep.       (180,000)     (92,000)            8,000         (140,000)    (404,000)
Panama                 60,000      239,000           (32,000)           6,000      273,000
Colombia               28,000       62,000           104,000           83,000      277,000
                --------------  ----------  ----------------  ---------------  -----------
                $    (465,000)  $1,181,000   $       376,000   $      288,000   $1,380,000
                ==============  ===========  ================  ===============  ===========
</TABLE>


OPERATING  AND  SATELLITE  EXPENSES  -  The  increase  in operating expenses and
marketing/satellite  expenses  for the three and six months ended June 30, 2000,
as  compared  to  the  same periods in 1999,  primarily relate to the additional
expenses  for  the  planning,  engineering  and startup expenses on the wagering
system  and  leased  satellite  time.  The Company was not able to recover these
additional  operating expenses since the new equipment is not yet in service and
the  fixed  monthly  lease cost for the satellite time has not been utilized and
recovered  in  revenues.


PROVISION  FOR  INCOME  TAXES

     The  provision  for income tax is primarily related to deferred Puerto Rico
income  taxes  on  the Company's income and losses related to its interest in El
Comandante,  without  taking  into  account  results of operations of Galapagos,
Equus-Panama  or  Equus-Comuneros.  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  and
Equus-Comuneros.  Since  the  accumulated  losses  of  Galapagos  allocable  to
minority  partners  had exceeded their investment, for the six months ended June
30,  2000 and 1999, the Company did not recognize minority interest in losses of
Galapagos  of  $188,054  and  $181,094,  respectively.  During 2000:  (i) if and
while  Galapagos continues generating losses, no minority interest in Galapagos'
net  losses  will  be recognized by the Company, and (ii) if Galapagos generates
profits, no minority interest in Galapagos' net income will be recognized by the
Company  up  to  $1,275,124.



                                       25
<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

     OVERVIEW

     The  Company  is  the  owner of HDA and its consolidated subsidiaries.  The
principal  source  of  cash of Equus Gaming Company L.P. (the "Company" or, when
referred to the individual entity, "Equus") is related to its ownership interest
in  Housing Development Associates S.E. ("HDA"), the owner and operator (through
its wholly owned subsidiary, El Comandante Management Company LLC, "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  restricted  to  ensure  payment  of interest and certain obligations on such
First  Mortgage  Notes.

     The following is a discussion of the liquidity and capital resources of the
Company,  including  HDA and its consolidated subsidiaries, ECMC, Agency Betting
Network,  Inc.  ("ABN"),  and  Satellites  Services International, Inc. ("SSI").
The  net  cash  flows  from the other foreign subsidiaries of the Company (Equus
Comuneros, S.A., Equus Entertainment de Panama, S.A. and Galapagos, S.A) did not
materially  affect  the consolidated cash flows of the Company for the three and
six  months  ended  June  30,  2000

LIQUIDITY  AND  CAPITAL  RESOURCES  OF  THE  COMPANY  (AND  ITS  CONSOLIDATED
SUBSIDIARIES)

     Cash  and cash equivalents of the Company and its consolidated subsidiaries
increased  by  APPROXIMATELY  $600,000  DURING  the second quarter of 2000.  The
Company  has  historically  met its liquidity requirements principally from cash
flow  generated by (i) the operations of El Comandante Race Track in Puerto Rico
and  (ii)  short-term loans and capital leases for acquisition of new equipment.

      During  the three and six months ended June 30, 2000 the principal uses of
cash  of  the  Company  and  its consolidated subsidiaries for its financing and
investing  activities  were  as  follows:


(i)   Capital  improvements and acquisition of equipment for El Comandante  for
      approximately  $1,289,000,  for  the  Dominican Republic $45,000, and for
      Panama $173,000.

(ii)  Payments  on  capital  leases  for  equipment  used  in  El  Comandante
      operations.

(iii) The  Company continues to invest in Colombia through ABN, wholly-owned
      subsidiary  of  HDA.  For  the  six  months  ended June 30, 2000 the
      Company has invested  $1.6  million.


In  addition  to  cash available to the Company at the beginning of the year and
cash  flows  from  operations during 2000, the Company obtained additional funds
for  its  financing  and investing transactions (as described above) principally
from  the  following  sources:

(i)   $500,000  in  advances  taken  under  a  line  of  credit.

(ii)  Capital  leases  to purchase equipment for El Comandante operations and
      certain  equipment  for  the  operations  of SSI, consisting of an up-link
      earth station  located  in Panama, necessary to carry races via satellite
      in simulcast operations.

For  the  remainder of the year 2000 the projected principal uses of cash of the
Company's  activities,  other  than  operating activities of El Comandante, are:


                                       26
<PAGE>

(i)   Capital  improvements to El Comandante race track and principal payments
      on  existing  capital  leases.

(ii)  Principal  payments  amounting  to  $1,250,000 on the $5.5 million term
      loan.

(iii) Additional  investments  in  ABN  for  its  Colombian  operations  and
      reduction of certain financial obligations  assumed  from Equus-Comuneros
      of approximately  $1  million.

(iv)  Additional  investments  in SSI, principally for the acquisition of the
      VSAT  equipment  and system for the agencies within the Company's OTB
      system and the payment of satellite time contracted from a third party.


     In  addition  to  cash flow from operating activities of El Comandante, the
Company  expects  to  obtain  funds  for  its  other  transactions  from  credit
facilities  with certain financial institutions.  Also, the Company is currently
negotiating  a  $2  million credit facility with a financial institution so that
HDA  and the Company are able to properly fund the development and operations of
the  off-track  betting  for  ABN  in  Colombia  and  meet the expected level of
increased  wagering  from  this  operation.

     INVESTMENTS  IN  TELECOMMUNICATIONS  EQUIPMENT  AND  MARKET  EXPANSION

The  Company's  top  management has developed and recently implemented strategic
financial  plans  designed  to  improve capital resources, liquidity and capital
investments  in  the  Company's  distribution  network  and  core  assets.

     As  a  result,  the Company is in the process of securing credit facilities
with  a financial institution to (1) finance the acquisition and installation of
high-technology  video and data transmission system (VSAT) with a communications
center  or  HUB  that  will  be  cheaper,  more  efficient  and  reliable  than
conventional  phone  lines  and  television  air  time,  and  (2) to finance the
purchase  of  outstanding notes (over $54 million) in order to allow the Company
to  make  the  necessary  capital  investments to increase the level of wagering
through  a  combination  of increase in the number of off-track betting agencies
and  improved  racing  program,  including  simulcast  of  live  races from many
jurisdictions  to  our  network.

     The  Company's operational plans call for the installation over the next 12
to  18  months  of more than 2,000 VSAT (video and data communication) units for
the  OTB  agencies  in  all  of its operations, including Puerto Rico, Dominican
Republic,  Panama  and  Colombia with a communications up-link satellite control
center  based  in Puerto Rico.  Satellite Services International, Inc.  (SSI), a
wholly-owned  subsidiary  of  HDA  (HUB)  and  the  Company, will be the service
provider  for  all  telecommunications and satellite usage time, and will charge
each  of  its  affiliated  companies  a fee for the equipment and satellite time
usage  for  transmissions  (simulcast)  of  races  from  several  countries.

     As a result of these capital  investments  in high-technology and extensive
high-tech  distribution  network,  improved cash flow from better financing, and
market  expansion  efforts,  the Company plans to increase consolidated wagering
commissions  during  2000  and  future  years.

     LONG-TERM  COMMITMENTS.  In  addition  to  capital  leases,  long-term cash
commitments  of  the Company (excluding foreign subsidiaries) are a $5.5 million
term  loan  and  the  First  Mortgage  Notes.


                                       27
<PAGE>

     In  December  1999  HDA  obtained  a  $5.5  million  term  loan, considered
Refinancing  Indebtedness under the terms of the indenture.  The loan is secured
by  the  First  Mortgage  Notes  purchased  by  the  Company in the open market.
Interest  is  payable monthly at a rate equivalent to one point over prime rate.
Principal  is  payable  in  quarterly  installments commencing on March 31, 2000
until  maturity  on  December  15, 2001.   Two principal payments of $625,000 on
this  term  loan  were made on March 31, 2000 and August 24, 2000. The remaining
maturity  dates  of  this  term  loan  are  as  follows  (in  thousands):

      YEAR  ENDING
      DECEMBER  31,      AMOUNT
     --------------     --------
          2000          $  1,250
          2001             3,000
                        --------
                        $  4,250
                        ========


     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 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
the  open  market,  are  as  follows  (in  thousands):

      YEAR  ENDING       NET AMOUNT
      DECEMBER  31,     (FACE VALUE)
     --------------     ------------
         2001            $     3,454
         2002                 10,200
         2003                 40,800
                        ------------
                         $    54,454
                        ============

     To  the  extent First Mortgage Notes are not acquired in the open market or
redeemed,  Management  expects  to  refinance  this  obligation  not  later than
December  2002.

     For the six months ended June 30, 2000, HDA advanced to Equus approximately
$750,000  against  its  allowable  future  distributions  of  profits,  which
technically  is  not  in  conformity  with  the  terms  of  the  Indenture.


     NEW  HORSEOWNERS'  CONTRACT  IN PUERTO RICO.  The new contract is effective
July  1,  2000  and  expires  on  December  31,  2010.  El  Comandante  and  the
Horseowners  settled  their  dispute  regarding  the Autotote fees allocated and
charged  to Horseowners from April 1998 to December 1999. El Comandante paid the
Horseowners  $1,037,403  on July 31, 2000   to settle the allocation of Autotote
fees  to  Horseowners.  In return, the Horseowners agreed to increase the racing
program  by  adding  three  imported  races  per live racing day, increasing the
number  of  races  per day from 7 to 8, and guaranteeing a minimum of at least 8
horses  in  each  race.  Additionally,  the Horseowners agreed to complement the
live racing program in Puerto Rico with simulcast of races from other racetracks
to  Puerto Rico. El Comandante Race Track will receive three simulcast races per
racing  day  from  tracks  located in the United States and other jurisdictions.



                                       28
<PAGE>
     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  El  Comandante'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 three persons appointed to four-year terms by the Governor of Puerto
Rico.  The Governor also appoints the Racing Administrator for a four-year term.

FORWARD-LOOKING  STATEMENT

     Certain  matters  discussed  and  statements made within this Form 10-Q 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  EXHIBIT  A  -  PUERTO  RICO  HORSEOWNERS' AGREEMENT DATED JULY 1, 2000


                                       29
<PAGE>
                                     CONTRACT
                                    ---------


     In  San  Juan,  Puerto  Rico,  this  1st.  day  of  July,  2000.


                                     APPEAR
                                     ------


     As Party of the First Part: CONFEDERACION H PICA DE PUERTO RICO INC., a non
     --------------------------
for  profit  corporation  organized  and  operating  under  the  laws  of  the
Commonwealth  of Puerto Rico, represented in this act by its president Mr. Rub n
Valdez,  of  legal age, married, engineer and resident of Guaynabo, Puerto Rico,
hereinafter  referred  to  as  CONFEDERACION  or  THE  CONFEDERACION.

     As  Party  of  the Second Part:   EL COMANDANTE MANAGEMENT COMPANY, LLC., a
     ------------------------------
limited  liability  company, established under the laws of the State of Delaware
and  legally  registered  to  do  business  in  the Commonwealth of Puerto Rico,
represented  in  this  act  by  its  President Mr. Gerald Wiemann, of legal age,
businessman, married and resident of San Juan, Puerto Rico, hereinafter referred
to  as  ECMC.

     Both parties have the legal capacity to enter into the present contract and
thus  freely


                                       30
<PAGE>
                                      STATE


ONE:   The  owner  of  the license to operate El Comandante Racetrack is Housing
---
Development  Associates,  S. E. (HDA) which in turn is possessed in 99% by Equus
Entertainment  Corporation  (Equus) and in 1% by Interstate Business Corporation
(IBC).  These  three  entities will also execute this contract to agree, signify
and represent that they will, jointly with ECMC , be obliged under this contract
and  will  jointly  be  responsible  of executing and complying with all and any
obligations that emerge from the present contract, and further will execute this
contract  to comply with the order of the Racing Board entered on the 5th of May
1998  on  case  No.  JH-97-50 ("Reorganizacion de las Operaciones y Gerencia del
Hipodromo  El  Nuevo  Comandante").

     HDA  is  a  special  partnership established under the laws of the state of
Virginia  and  duly authorized to do business in the Commonwealth of Puerto Rico
(ELA)  represented  in  this  act  by  Richard  C.  Voories,  who  has been duly
authorized  by  the partnership to appear in this act and execute this contract.

     IBC  is  a  corporation established under the laws of the State of Delaware
and  duly  authorized  to  do  business  in  the ELA, represented in this act by
Richard C. Voories, who has been duly authorized by the corporation to appear in
this  act  and  execute  this  contract.


                                       31
<PAGE>
     EQUUS  is a corporation established and operating under the laws of the ELA
represented  in  this act by Richard C. Voories, who has been duly authorized by
the Board of Directors of the corporation to appear in this act and execute this
contract.

     The  corresponding documents and certifications empowering the persons that
will  sign this contract representing the entities named in this numeral will be
made  available to all other parties at the moment of signing and executing this
contract.

TWO:       DEFINITIONS.  In addition to the words and terms elsewhere defined in
----       -----------
this  Agreement, the following words and terms hereinbefore and hereinafter used
shall  have  the  following  meanings:

     ACT.     Law  No.  83  of  the Legislature of Puerto Rico, approved July 2,
     ---
1987, as amended, and all future acts supplemental hereto or amendatory thereof.


                                       32
<PAGE>
     BASE YEAR BUDGET.  Is defined as the budget which is based upon actual past
     -----------------
experience  and  agreed  to  by  the  parties  as  a means to provide a level of
understanding  and  guidance  for  the  parties  on  which to base future annual
budgets.  The  "Base  Year  Budget"  is  not  to be considered by the parties as
either  a  minimum  budget  or a maximum budget (unless stated otherwise in this
contract).  It  is  understood  that  anywhere in this contract that a base year
budget  is  established  that  funding  for  these budgets will be made in equal
amounts  on  a  monthly basis (unless stated otherwise in this contract) by both
parties into a separate trust account for said budget.  Payments from said Trust
account  will require signatures and/or authorization of both parties.  The Base
Year  Budget  will  be  considered  the  Annual Budget for the First Year of the
Contract.

     CONFEDERATION.  Collectively  or  individually,  as  the  case  may  be,
     --------------
Confederacion  Hipica de Puerto Rico, Inc., each of its present members and each
of the persons becoming members of the Confederacion Hipica de Puerto Rico, Inc.
during  the  Term.

     EL  COMANDANTE  RACE  TRACK.  The  race  track owned by Housing Development
     ---------------------------
Associates,  S.E.  and  operated  by  ECMC  located  in  Canovanas, Puerto Rico.

     HANDLE.  The  total  amount  of moneys wagered on races less any/all voids,
     -------
cancellations  and/or  refunds.

     HORSE  OWNER.  An  individual,  a  partnership  or  a  corporation and/or a
     -------------
syndicate,  owner  of any race horse or race horses, duly licensed as such owner
by  the  appropriate  Puerto  Rico  Governmental  Body.


                                       33
<PAGE>
     LICENSE.  The  license  issued  by  the  Puerto  Rico  Racing Commission to
     --------
operate  the  El  Comandante  Race  Track.

     ORDER.  Any award, decision, injunction, judgment, order, ruling, subpoena,
     ------
or verdict entered, issued, made, or rendered by any Governmental Body or by any
arbitrator.

     PROGRAM  PURSES.  The  purses  established  from time to time by the Puerto
     ----------------
Rico  Racing Commission to be awarded on each particular race which is run in El
Comandante  Race  Track.

     PUERTO  RICO.  The  Commonwealth  of  Puerto  Rico.
     ------------

     PURSES.  Collectively,  the  Program  Purses  and  the Supplemental Purses,
     -------
including  the  Horse  Owners'  revenue  from  Simulcasting,  Impresos  and
Entertainment  Center.

     RACING DAY.  Any day or night during which a full racing program shall have
     ----------
been  run.

     RACING  YEAR.  The  calendar  year.
     -------------

     SIMULCAST/SIMULCASTING.  Is  the  live  audio  and visual transmission of a
     -----------------------
race or races to and/or from another location for para-mutuel wagering purposes.

     SUPPLEMENTAL  PURSES  (RETROACTIVE/RETROACTIVO  PURSES). The balance of the
     --------------------------------------------------------
Horse Owners share of the Take as defined in this Agreement, after the deduction
for  the  regular authorized purses (commonly known as "program purses") and any
other  deductions  authorized  as  part  of  this  contract.

     TAKE.  The  aggregate  dollar  amount  to be deducted, pursuant to the Act,
     -----
from  the  Handle  to be divided between ECMC and the Horse Owners in accordance
with  this  Agreement.


                                       34
<PAGE>
     TERM.  As  defined  in  Paragraph  Five  (5).
     -----

     TRI-PARTY  COMMITTEE.  A  three party committee composed of Horse Owner(s),
     --------------------
the  track  management  and  the  Racing Administrator's representative(s).  The
primary  objective  of  which  is to plan, schedule and prepare the Daily Racing
Program,  Conditions  Book  and  the  Racing  Plan.

THREE:  ECMC,  HDA,  IBC  and Equus are the owners and operators "El Comandante"
-----
race  track  located  in  Canovanas,  Puerto  Rico.  From  here on they shall be
referred  to,  in  group  as  ECMC".

FOUR:  THE  CONFEDERACION  states  that  it appears as the representative of not
-----
less  than  Two  Thirds (2/3) of all of the owners of race horses in Puerto Rico
presently licensed as such, which race at El Comandante, and that it enters into
this  Contract  on its own behalf and on behalf of each of said individual horse
owners.  ECMC  agrees,  that so long as this contract shall be in force, and THE
CONFEDERACION  continues  to  represent  no  less  than  two thirds (2/3) of all
horseowners,  it  will  recognize  CONFEDERACION  as  the  exclusive  agent  and
representative  of  said horse owners for the negotiation of any problems common
to  all  or  a  majority  of  the  horse  owners  at  "EL  COMANDANTE".


                                       35
<PAGE>

FIVE:   Terms  of the Contract: The Contract will commence on July 1st, 2000 and
-----   ----------------------
expire  on  December  31,  2010.

     a.  If  the  Racing  License  now  held  by  ECMC  and/or  its  affiliates,
subsidiaries  or parent companies is not renewed, then this contract will expire
on  December  31,  2004.

SIX:   Distribution  of  Take:  The  "take"  as  defined  by  the Racing Law and
---   -----------------------
Regulations will be divided in a proportion of 50% for THE CONFEDERACION and 50%
for  ECMC.  It is specifically understood and agreed that the obligation of ECMC
to  pay  the purse moneys referred to in this paragraph and to make the payments
to  THE  CONFEDERACION  referred  to  in  paragraph ten (10), shall be expressly
subject  to and conditioned upon each and every one of the following conditions:


                                       36
<PAGE>
     a)     That  the present license of ECMC to operate a race track granted by
Resolution  of the Racing Board of Puerto Rico is maintained throughout the term
of  this  contract  or renewed by appropriate resolution of the Racing Board for
the  extended  term of this contract, if any.  Said licence to include the terms
providing  for the right to operate a racetrack in the San Juan Region of Puerto
Rico and the right to conduct all types of authorized betting, both at the track
and  off track, anywhere in the Commonwealth of Puerto Rico, based on races held
at  El  Comandante, and the number of racing days at El Comandante as authorized
by  the  Racing  Board.

     b)     El  Comandante  shall not have any option to terminate this Contract
under paragraph 6(a) above in the event the renewal of its license is granted on
a  non-exclusive  basis,  as long as no other racetrack is authorized in the San
Juan  Region  during  the  term  of  this  Contract.

     c)     The  obligation  of  ECMC  to make the payments to THE CONFEDERACION
referred  to  above  shall  also  be expressly subject to and conditioned to THE
CONFEDERACION  continuing  to  have as members 2/3 of all licensed horse owners.
If at any time during the term of this Contract THE CONFEDERACION ceases to have
as  its members 2/3 of the licensed horse owners, the obligation of ECMC to make
the  payments  referred to in this paragraph hereof shall cease and terminate at
the  option  of ECMC.  THE CONFEDERACION agrees to provide ECMC, at its request,
from  time  to  time,  with  an  up-to-date  listing  of  the  membership of THE
CONFEDERACION.


                                       37
<PAGE>
SEVEN:  Additional  Guarantees:  EL  COMANDANTE MANAGEMENT COMPANY,  (ECMC) will
-----   ----------------------
guarantee to THE CONFEDERACION and/or Horse Owners an amount for purses of up to
an  added  one  million  dollars for the years 2000 and 2001 under the following
terms:

     a)     Adopt  1999  as  the  base  year  for  calculation of the guarantee.
During  that  year,  ECMC  distributed  to  THE  CONFEDERACION  $25,032.256.75
(including  the  Horse  Owners share of simulcasting fees) as their share of the
Take.

     b)     In  the  event  that THE CONFEDERACION'S /Horse Owners' share of the
Take for each of the years 2000 and 2001 is equal to or below that of 1999, ECMC
will  contribute  to  the  Horse  Owners/CONFEDERACION the amount of ONE MILLION
DOLLARS  ($1,000,000)  for  purses.

     c)     In  the event, that THE CONFEDERACION/Horse Owners share of the Take
for  the  years  2000  and 2001 is higher than the amount distributed to them in
1999,  the  added  one  million dollar guarantee will be reduced on a dollar for
dollar  basis  accordingly.


                                       38
<PAGE>
EIGHT:  PAYMENT  AND  DISTRIBUTION OF PURSES: The take and/or purse monies to be
-----
distributed  by  ECMC  during  any  contract  year of this Contract, as provided
herein,  shall  be  allocated  as  between the various classes and categories of
horses  and  the various races run each racing day during the racing year and as
between  the  horses  participating  in  each  race in accordance with the Horse
Racing  Law  and  its Regulations, the Regulations of the Racing Board of Puerto
Rico  and  the  Racing  Plan  (Plan de Carreras) issued in connection therewith.

     Except  as  may  be  otherwise required or requested by the Racing Board of
Puerto  Rico  or  other  appropriate governmental authority, the aforesaid purse
monies  allocated  as aforesaid, less deductions therefrom which may be required
by  law (such as the excise tax on purses) and less other required or authorized
deductions,  shall  be  paid  as  follows:

          (1)  The  excise taxes on purses deducted by ECMC from any of the said
monies  shall  be  paid  by  it to the Secretary of the Treasury of Puerto Rico.

          (2)  Pay  to THE CONFEDERACION the dues payable by every member of THE
CONFEDERACION,  the deduction of which is hereby authorized by THE CONFEDERACION
and by all the members of THE CONFEDERACION.  THE CONFEDERACION will inform ECMC
the  name  of every new member of THE CONFEDERACION so that the deduction of the
dues  may  be  done promptly by ECMC.  THE CONFEDERACION will hold ECMC harmless
with  respect  to  any claims made as a result of any such deduction of dues and
payment  of  the  same  to  THE  CONFEDERACION.


                                       39
<PAGE>
          (3)  The  balance  of the regular authorized purses (commonly known as
"program  purses")  remaining  after  the  deductions  aforesaid  and  any other
deductions  which may be required or authorized, shall be made available by ECMC
to  be  paid  directly  to the horse owners within forty eight (48) hours of the
time  they  are earned, or at such later time in accordance with the regulations
of  the Racing Administration, as the net regular purses to the individual horse
owners  entitled  thereto.

          (4)  Additional  purses  (retroactivo) -calculated so that the regular
purses  and  the  additional  purses total fifty per cent (50%) of the "take" as
provided  herein-  less  the aforesaid deductions and any other deductions which
may  be  required or authorized, including payments duly authorized by owners on
horse  financing  loans,  shall  be paid by ECMC to THE CONFEDERACION and to the
members  of  THE  CONFEDERACION on or before the first five (5) business days of
the  month  following  the  month in which the applicable racing days were held,
provided further that ECMC will make three weekly advances of  25% of the amount
of  the  additional  purses  paid  for the previous month, to be adjusted at the
final payment for the month, and subject to increase or reduction of the advance
payments  if  an  increase  or  reduction  in  the  current  month's  payment is
reasonably  anticipated  by  ECMC,  with  excise  taxes  and  other  required or
authorized  payments  deducted  therefrom,  towards  payment  of said additional
purses.


                                       40
<PAGE>
          (5)  There  shall be a recapitulation at the end of each contract year
of  all  purse  monies  paid  by  ECMC  during  such  year.

               A.      In  the  event  that  the  aggregate of all such payments
shall  have  exceeded  the  percentage  of  ECMC's "take" during such year, such
excess  shall  be  repaid  to  ECMC  by  THE  CONFEDERACION  (to  the extent the
overpayment  has  been  made to THE CONFEDERACION as opposed to horse owners who
were  not  members of THE CONFEDERACION) within ten (10) business days after the
end of such racing year.  In the Alternative, ECMC may, at its option, on notice
to THE CONFEDERACION, reimburse itself for such excess from any monies which may
be or thereafter become payable to THE CONFEDERACION (or its members) under this
contract.


                                       41
<PAGE>
               B.      In  the  event  that  the  aggregate of all such payments
shall  have been less than the percentage of ECMC's "take" during such year then
ECMC  will  pay  such  difference to THE CONFEDERACION within the first ten (10)
business  days  after  the  end  of  such  contract  year.

NINE:   Veterinary Clinic: THE CONFEDERACION / Horse Owners and ECMC  will share
----    -----------------
(half  and  half)  the payment of the debt, including interests, incurred by THE
CONFEDERACION  with Banco Popular de Puerto Rico for capital Improvements of the
veterinary  clinic,  amounting to the principal amount remaining of the original
loan  amount  of  $591,006.23.  As of June 30, 2000 the balance of principal  is
$526,006.23  and  the  accrued  interests  amount  to  $56,308.12  or the amount
currently  certified by Banco Popular de Puerto Rico).  ECMC will also share 50%
of  the  cost of any new equipment purchased for the Veterinary Clinic since the
date in which the Clinic was remodelled, but only to the extent of the equipment
that  was  paid  in  total from CONFEDERACION funds, as evidenced by Exhibit "C"
which  amounts  to $134,493.77.  The cost of this equipment must be supported by
actual invoices, documented payments (cancelled checks) by THE CONFEDERACION and
an  actual  physical  inventory  on  premises.


                                       42
<PAGE>
     This  operation will maintain a standard schedule of charges to be assessed
to  any/all  veterinarians  for  use  of  this  facility.

     ECMC  will  be  solely  responsible  for  the maintenance and repair of the
physical  structure  (building,  roof)  as  well  as  the  surrounding  grounds.

     THE  CONFEDERACION  will  be  solely  responsible  for  the  operation  and
management of the Clinic, including repairs and maintenance of the equipment and
the  interior  of  said  veterinary  clinic  facilities.  Said  facility must be
maintained  in  a  first  class  operating  condition.

     THE  CONFEDERACION  and  ECMC  agree  to  fund  the  annual  budget for the
operation,  maintenance  and repair of  the veterinary clinic on a 50 / 50 basis
for the duration of this contract.  THE CONFEDERACION and  ECMC herein establish
the amount of $457,156.00 as the "Base Year Budget" detailed in Exhibit A.  This
amount  will  serve  as  a  minimum  for the parties to establish  future annual
budgets  throughout  the life of this contract.  The "Base Year Budget" and each
future  annual budget for the veterinary clinic, will include but not be limited


                                       43
<PAGE>
to,  such  cost   as;  labor cost, purchase and repair of equipment, repairs and
maintenance of said veterinary clinic.  However, the budget will not include any
                                                                ----
drugs,  medicine, food, bandages, wraps and/or any other horse or animal related
material  /  supplies.  The annual budget for the subsequent calendar years must
be  prepared  by THE CONFEDERACION, with complete documentation and details, and
submitted  to  ECMC for review and approval no later than September 30th of each
year.  Once the annual budget has been finalized and approved, ECMC will have no
liability  to make up any budget deficit in the operation and management of said
facilities.  In order to maintain accountability, THE CONFEDERACION will provide
to  ECMC,  twice  a  year, a Profit and Loss Statement of the Veterinary Clinic.
The  statement  will also include a comparison of  to the approved annual budget
and  will  be certified by an Officer of THE CONFEDERACION as to it being a true
and  actual  representation  of the financial position of the Veterinary Clinic.

TEN:  Administrative  Expenses:  ECMC  will contribute to THE CONFEDERACION each
      ------------------------
year  during  the  term  of  this  contract  an  amount  of  $90,000  for  their
administrative  expenses.  ECMC  will  have  the  right  to  request  supporting
documentation for the use of this money anytime it is considered necessary. ECMC
will  pay  these  monies  in  equal  monthly  instalments.


                                       44
<PAGE>
ELEVEN:   Other  Contributions to Horse Owners: For the duration of the contract
          ------------------------------------
ECMC  and  THE CONFEDERACION agree to fund on a 50/50 basis the monies necessary
to  pay:

          A.  The premium of the health plan for the Jockeys (medical plan, life
insurance  and  accident insurance) and Trainers (medical plan only).  Note: the
Jockeys may substitute, on a dollar for dollar basis, the cost of valets in lieu
of  the  cost  of  the  Life  Insurance.

          B.  The  State  Insurance  Fund  policy  for  the  Jockeys.

          THE CONFEDERACION and ECMC herein establish as "Base Year Budgets" for
item  "A"  the  following  amounts  $251,000.00 for the jockeys' health plan and
$272,000.00  for  the  trainers'  health  plan.  The  future  Annual budgets for
"A"  will  be  considered  maximum  budgets  and  any cost over runs will be the
responsibility  of  the  respective  Trainers  or  Jockey  Associations.

          The  amounts  to be paid in "A" will be based upon a jointly (ECMC and
CONFEDERACION)  approved  annual  budget.  When  requested  to  do  so  by  THE
CONFEDERACION,  ECMC  will  remit  its 50% share of the amount due in "B" above,


                                       45
<PAGE>
directly  to THE CONFEDERACION for payment by THE CONFEDERACION.  Actual payment
for  the amounts due, in "A" will only be made upon submittal of actual invoices
by  the  Jockeys Association and Trainers Association.  THE CONFEDERACION agrees
that  its  50%  share of all amounts due in ""A" above, will be remitted by ECMC
directly  to  the  Jockeys  Association or Trainers Association respectively. If
requested,  ECMC will provide evidence to THE CONFEDERACION that supports actual
payments  made  to the Jockeys Association or Trainers Association.  ECMC and/or
THE  CONFEDERACION  will  have  the  right  to audit  the records of the Jockeys
Association  and  Trainers  Association to insure compliance with payment of the
Health  Insurance  Plans  by  these  Associations.  ECMC  will have the right to
request  documentation  from  THE CONFEDERACION to show proof of payment for the
State  Insurance  Fund  Policy  for  the  Jockeys.

TWELVE:  CLASICO  DEL  CARIBE  -  HORSE RACING HALL OF FAME - CAMARERO. AWARDS -
         -----------------------------------------------------------------------
OTHER  ACTIVITIES
-----------------

     The  cost  for the Clasico del Caribe, Racing Hall of Fame, Camarero Awards
and  other  special  activities will be borne on a 50 -50 basis by both parties,
based  upon  a  jointly  prepared and mutually agreed upon annual budget.  It is
agreed  by  both parties that the cost to finance the Clasico del Caribe will be
borne by both parties in this way, both when Puerto Rico is the host country and
when  Puerto  Rico  is  a  visiting  country.


                                       46
<PAGE>
     ECMC and THE CONFEDERACION agree to share these costs in the aforementioned
way  (50  -  50), after the deduction of any sponsorship income (cash and/or the
value  of  any  other  form  of  sponsorship)  related  to  same.

     THE  CONFEDERACION  and  ECMC, as hereinafter detailed, establish the "Base
Year Budgets" which will also be used as a level of understanding and guidelines
by  both  parties  to  establish  the future annual budgets for the items and/or
events object of this section.  The "Base Year Budgets", as detailed in Exhibits
B(i),  B(ii), B(iii) and B(iv), agreed to by the parties are the following:  (i)
Clasico del Caribe (Host Country) $500,000.00; (ii) Camarero Awards: $26,000.00;
(iii)  Horse  Racing Hall of Fame: $32,000.00;(iv) Clasico Del Caribe, (Visiting
Country):  $60,000.00.

     The  Clasico  del  Caribe,  when  held  outside  of  Puerto  Rico  will  be
simulcasted,  and  both ECMC and THE CONFEDERACION agree to jointly petition the
Racing  Board to approve said simulcasting, and to accept wagers for the same in
Puerto  Rico.  This  simulcast  will include any other special races approved by
The  Confederacion  del  Caribe.


                                       47
<PAGE>
THIRTEEN:   Settlement  of Autotote Account: CONFEDERACION and ECMC will jointly
            -------------------------------
desist  from  the  case  now  pending  before  the  Supreme Court of Puerto Rico
regarding  the Autotote fees that were deducted from the purse account (Case no.
CC-1999-0305).  ECMC  will  comply with the Order of the Racing Board on the SEA
HIPICO  case (Case No. JH-98-48).  El Comandante Management Company will pay THE
CONFEDERACION  the  total  of  all  the  monies  deducted  to the aforementioned
institution  from  April  1st,  1998  to present (without interests).  From this
date,  ECMC  will  not  deduct  from  the  Horse  Owners  share  of the Take any
contribution  for payment of the Autotote account.  Payment of the Autotote fees
which  amounts  to  $1,037,403.27 will be made to THE CONFEDERACION on or before
July  31,  2000.

FOURTEEN:  Racetrack  and Backstretch Investment: ECMC will invest an additional
--------   -------------------------------------
$3,000,000 in the racetrack including the backstretch and stable area during the
period  of  the  contract.

FIFTEEN:  Telephone  Betting:  THE CONFEDERACION and ECMC will together request,
-------   ------------------
from the Racing Board, the approval of Telephone Account Betting.  The Telephone
Account  Betting system is to be established in order to attract new racing fans
(women,  business people, younger adults) and bettors whom currently will not or
cannot  go to the Sea-Hipico Agency or attend the race track.  It is agreed that
the current agency fee received by the Sea-Hipico Agencies will be retained by a
separate  entity that will own and operate the Telephone Account Betting system.
This  agency fee to the Telephone Account Betting entity will always be the same
as  the  Sea-Hipico  Agency  fee.


                                       48
<PAGE>

SIXTEEN:  Tax  Incentives:  THE  CONFEDERACION and ECMC will promote and request
--------  ----------------
from  the Central Government, the Legislature, the Racing Administration and the
Racing  Board,  Tax Incentives for the racing industry including but not limited
to:

          a.  Investment tax credits for the acquisition of Thoroughbred horses.

          b.  Allow  the horse owners to charge their losses in the operation of
their  stables  against  the  income of other business or their personal income.

          c.  Eliminate  the  six  percent  (6%)  excise  tax  to  purses.

          d.  Elimination or reduction of the Government share of the "Impresos"
service charge.  The amount of the reduction received, if any, to be split 50/50
between  THE  CONFEDERACION  and  ECMC.


                                       49
<PAGE>
SEVENTEEN:  Illegal  Horse  Betting:  THE  CONFEDERACION  and  ECMC will promote
----------  ------------------------
changes  in the Penal Code to establish higher penalties for persons involved in
illegal horse betting.  ECMC and THE CONFEDERACION will also seek enforcement of
such  legislation.

EIGHTEEN:  Financing:  ECMC  will  increase,  to  $2,000,000  the  financing for
---------  ----------
eligible  Horse  Owners,  to  buy  imported  and  native  Thoroughbred  horses.

NINETEEN:  Impresos: Effective on the date of the signing of this contract, ECMC
---------  --------
agrees  to  share  with  THE CONFEDERACION, on a 50/50, basis the revenue and/or
monies  received  from the "Impresos" service charge.  THE CONFEDERACION / Horse
Owners  further  agree that in exchange for these monies THE CONFEDERACION will;

          a)  Immediately  submit  a  request to the Racing Board and the Racing
Administrator to schedule a minimum of forty (40) live races per race week (or 8
live  races  per  race  day)  and,

          b)  Guarantee  to  ECMC a minimum of at least eight (8) horses in each
race,  for a maximum of seven (7) of the eight (8) live races per race day.  The
guarantee  will  be  subject  to  Acts  of  God, such as Hurricanes or horse flu
epidemics.  The guarantee will not apply when the races are officially cancelled
due to acts of God or for any other reason, or when the cause for non-compliance
is  due  to  the  fault  of  the  Operating Company, or when the races cannot be
celebrated  because  of  a labor strike, war or any other justifiable emergency,
that  impedes  the  celebration  of  the  races  at  El  Comandante.


                                       50
<PAGE>
          c)  To  ensure  this guarantee, THE CONFEDERACION agrees that for each
race  over  the  One (l) race allowed per race day that contains less than eight
(8)  horses,  ECMC will be permitted to reduce by four hundred dollars ($400.00)
the  amount  of  the  "Impresos"  service  charge  payable  for  that day to THE
CONFEDERACION/Horse  Owners,  up  to a maximum of $1,200.00 per each racing day.
(There  will  be  no  deficit  carryover from one racing day to the next.)  This
guarantee  will  end  on  June  30,  2004 and at that moment the deductions will
cease.  Stakes  and  Handicap  races  will  be  exempted  from  the  guarantee.

TWENTY:  Simulcasting:  THE  CONFEDERACION  and  Horse Owners represented by THE
------   -------------
CONFEDERACION  will  consent  to the Simulcasting of races held at El Comandante
Racetrack  to  the jurisdiction accorded to with ECMC, under the following terms
and  conditions:

          a.  Non-commingled  Simulcast  Races  -  ECMC  will  distribute to THE
              --------------------------------
CONFEDERACION  as  purses  from non-commingled simulcast a minimum of 50% of the
simulcast  fee  negotiated with the receiving jurisdiction.  The Racing Industry
Standard in the United States for non-commingled simulcast races will be used as
the  guideline  for  negotiating  the  simulcast  fee.


                                       51
<PAGE>
          b.  Commingled  Simulcast  Races(related party facilities where Equus,
              ----------------------------
ECMC  or  any related entity has an ownership interest): ECMC will distribute to
THE  CONFEDERACION  as  purses on Commingled Simulcast Races, an amount equal to
50%  of  the  following,  minimum  simulcast  fees,  received from the receiving
jurisdiction:

     Pick  6  and  Pick  3             8.0%

     Trifecta*,  Quiniela,  Exacta     6.0%

     Win/Place                         3.0%

     *  in  Panama                     8.0%

     c.  Commingled  Simulcast  Races  -  (non-related  party facilities wherein
         -------------------------------
Equus,  ECMC  or  any  related  entity  has  no ownership interest): - ECMC will
distribute to THE CONFEDERACION as purses from the commingled simulcast races to
non-related  party  facilities  a minimum of 50% of the simulcast fee negotiated
with  the  receiving  jurisdiction.

     If  at a minimum, the above percentages in a, b and/or c above, are adhered
to,  then THE CONFEDERACION will not withhold its consent to the Simulcasting in
question.  Both  parties  know  and understand that there are other factors that
are  of  essence to Simulcasting.TWENTY-A:  Receiving Simulcast Races From Other
                                 --------   ------------------------------------
Race  Tracks:
-------------


                                       52
<PAGE>
     a)  THE  CONFEDERACION  and  ECMC  agree that El Comandante Race Track will
receive  three  simulcast  races from tracks located in the United States or any
other  previously accorded jurisdiction, only on official racing days as defined
by  The Horse Racing Law, its Regulation and the Racing Plan (Plan de Carreras).

     b)  The  three  simulcast  races  will constitute part of the official race
program  and  will  form a part of and be published in the program in accordance
with  The  Horse  Racing  Law and its Regulation and also in accordance with any
disposition  applicable  in  The  Racing  Plan  (Plan  de  Carreras).  The  past
performances  for  the  horses running in said races should be made available to
the  public  at  the  same  time that the past performances for the local races.

     c)  The  Tri-Party  Committee,  as  hereinafter defined, will determine the
positioning of said three races in the official program but these races will not
constitute part of any pick 3 or pick 6 unless previously approved in writing by
both  parties;


                                       53
<PAGE>
     d) ECMC will pay to THE CONFEDERACION/ Horse Owners, as purses,  50% of the
"Take" after the negotiated Host Simulcast Fee (fee received by track where race
was  actually  raced  or  the Host Track's Agent) has been deducted for the Host
Track  where  the race was actually raced.  No satellite cost will be in any way
allocated  to  THE  CONFEDERACION/HORSEOWNERS.

     e)  ECMC  and THE CONFEDERACION will jointly request the approval  from the
Racing  Board to accept simulcasting of Triple Crown events in the United States
as  well  as  the  Breeders'  Cup  program.

TWENTY  -  B:  Principles  Applicable  to  All  Simulcastings.
------------   ----------------------------------------------

     (i)  For all kinds of simulcasting, ECMC grants The Confederation the right
          -----------------------------
to  audit the Totalisator system (at the sole cost of CONFEDERACION) in order to
verify  the  total  amounts  wagered,  and  to  verify  any  other  information
CONFEDERACION  deems  necessary  and/or pertinent to protect its interests.  The
audits  must  be requested in writing during normal business operating hours and
may  not  interfere  with daily operations.  This audit will be performed by THE
CONFEDERACION  CPA  firm,  at  its  own  cost.

     (ii)  ECMC  will  provide any and all detailed breakdown of the bets in any
jurisdiction,  and  any  and  all  detailed  information deemed necessary and/or
pertinent  by CONFEDERACION to determine if the amounts paid to CONFEDERACION by
ECMC  are  correct and in accordance with the corresponding Simulcast Agreement.


                                       54
<PAGE>
     (iii)  THE  CONFEDERACION will notify, in writing, to ECMC of any suspected
violations/errors in simulcasting related to the total amount of reported wagers
and/or  payments  due  to THE CONFEDERACION relative to any simulcast agreement.
ECMC will then have thirty (30) days from the date of receipt of notification to
explain  and/or  correct  any violation and/or errors.  In the case of an actual
violation  of the simulcasting contract which is not corrected within the thirty
(30)  days  grace period, then THE CONFEDERACION will have the right to withdraw
its  approval  to the actual simulcast contract in question, and ECMC agrees not
to  contend in any way THE CONFEDERACION'S withdrawal of approval, including but
not  limited to, actions before The Junta Hippie and State and Federal Courts of
all  levels.

     (iv)  Each  Simulcasting  agreement will be separate from this contract and
will  contain  a  commencement  and termination date, and a copy of the Contract
between  ECMC  and  the  receiving  or  transmitting  entity will be immediately
delivered  to  THE  CONFEDERACION.

     (v)  Every Simulcasting Agreement will have a duration term of one (1) year
and  both  parties now and here agree to perform said contracts for their entire
period,  unless  both  parties  agree  to  an  earlier  termination.


                                       55
<PAGE>
     (vi)  Each simulcasting agreement will be renewed automatically for similar
one  (1)  year terms.  For each individual contract, THE CONFEDERACION will have
the  right  to inform and notify ECMC, in writing, its intention to withdraw its
approval  to  the  contract  in  question for just cause.  Said notice should be
given  to  ECMC  in writing at least 180 before the termination of the simulcast
contract  in  question.

     (vii)  All  simulcast  fees  will  be  calculated based on the total actual
amount  wagered  (less  voids,  refunds  and/or cancellations) in each receiving
jurisdiction  on  races  simulcasted from Puerto Rico including, but not limited
to,  the  cost of service of the "impresos" and the "impresos" themselves, where
ECMC or a related party is the recipient in whole or in part of said services or
costs.  When  applicable,  the  calculations will be based on the daily currency
exchange  rate based on U.S. dollars according to the local Governmental Bank or
Authority.

     (viii)  ECMC  agrees that it will cover all the expenses, including the use
of  any and all satellites, for the simulcasting of races in/out of Puerto Rico.
No satellite cost will be in any way allocated to THE CONFEDERACION and/or Horse
Owners.


                                       56
<PAGE>
     (ix)   When  commingled  simulcast  wagering  and  non-commingled simulcast
wagering are conducted on Puerto Rico races at the same facility and at the same
time, then the wagering format for the non-commingled simulcast wagers shall not
be  identical  to  the  wagering  format  of  the  commingled  simulcast wagers.

TWENTY  ONE: Creation of Syndicates: THE CONFEDERACION will support the creation
-----------  ----------------------
of  syndicates  to  buy  imported  and native Thoroughbred horses.  ECMC and THE
CONFEDERACION  will  request  from  the  Racing  Administrator  to  license  the
syndicate  as  long  as  the  General  Manager  of the syndicate fulfils all the
requirements to be licensed and there are no adverse reports on the integrity of
all  the  other  syndicate  members.

TWENTY  TWO:  Twilight  Racing: THE CONFEDERACION and ECMC together will request
-----------   -----------------
from  the  Racing  Administrator changes in post times to allow for at least one
(1)  race day per week of twilight racing at El Comandante.  The first race on a
twilight  race  day  will  start  between  4:00  P.  M.  and  6:00  P.  M.


                                       57
<PAGE>
TWENTY  THREE:  Daily Racing Program: The Racing program at El Comandante is the
-------------   --------------------
basis  for  attracting and keeping fans.  The fundamental objective of a race is
to  have  as  many  horses of equal ability in each race.  Therefore, the Racing
Plan, Daily Racing Program and Condition Book should be prepared and approved by
a tri-party committee composed by horsemen, the track management, and the racing
administration  office,  with  the  primary  objective  of  meeting the public's
expectations.  If the Racing Commission and/or Racing Administrator does not set
up  the  aforementioned  tri-party  committee  for scheduling and planning races
(Conditions  Book,  Daily  Racing Program, Racing Plan), THE CONFEDERACION/Horse
Owners  will  support  El  Comandante  in  a petition to the Legislature for the
development of a law which implements the tri-party approach for the development
of  the  Racing  Plan  and  Daily  Racing  Program.

TWENTY FOUR: Entertainment Center: THE CONFEDERACION will endorse ECMC's actions
-----------  --------------------
to  transform the El Comandante site into an entertainment center, including but
not  limited  to the approval of other types of gaming in the premises, such as,
slots  machines,  bingo  and/or  Keno.  If  slot  machines  are approved for the
Operating  Company  at the race track and the slot machine operation is operated
by  the  Operating  Company,  then  fifteen percent (15%) or the Racing Industry


                                       58
<PAGE>
Standard  percentage,  whichever  is  greater,  of the "Gross Gaming Win" (total
wagers  less  payback to winners and net of any government taxes on Win), or 50%
of the commissions received by the Operating Company from a third party operator
of said slot operations, will be distributed as purses to the Horse Owners.  The
balance  of the "Gross Gaming Win" will be retained by the Operating Company (if
slot  machine  operations are operated by the Operating Company) for the cost of
the  capital  investment and the ongoing operating costs of the slot operations.

     THE  CONFEDERACION  agrees to approach positively any governmental agencies
to  support  the  establishment  of an entertainment center at the El Comandante
premises.

TWENTY  FIVE:  Auditing:  ECMC  will  permit  the  Accountant or CPA Firm of THE
------------   ---------
CONFEDERACION  to  review/audit  any  and  all documents related directly to the
amount  of  wagering,  "Take"  and their methods of calculation.  The request to
conduct  such review / audit must be made at least fifteen (15) days in advance,
be  in  writing,  explain the purpose and / or intent of such review / audit, be
conducted  during  normal  business  days  and during normal hours of operation,
state  specifically  the period in time ( the specific race days) and be for the


                                       59
<PAGE>
current and / or most recent calendar year completed.  Any such audits / reviews
will  be  conducted  at  the premises and in the offices of El Comandante and in
such  a  manner  so  as not to interfere with day-to-day operations.  ECMC  will
cooperate  with  providing  copies  of  any/all  directly related documentation.
Originals  will  not  be  permitted  to  be  removed  from  the  premises.

TWENTY  SIX:  Incomplete  Racing  Programs:  If  for any reason less than a full
-----------   ----------------------------
racing  program  shall  be  run  during any scheduled racing day, only the purse
scheduled  for  each  race which shall actually have been run shall be paid; and
the purse for each race or races not actually run on such day shall be paid when
such  race  or  races (or substitute races thereof) are run on another race day,
either as added races or as part of a separate race day; and when such suspended
race  or  races  (or race or races substituted) are so held, then the originally
scheduled  racing day shall be deemed to have been completed for the purposes of
this  contract.

TWENTY  SEVEN:  Stalls  and  Barns
-------------   ------------------

     (a)  The  occupancy  of  all  stalls  at  "El  Comandante",  including  the
allotment,  re-allotment,  and  use  thereof, shall be controlled exclusively by
ECMC  under  such  rules  as  it  may  promulgate  from  time to time in its own
exclusive  discretion.  ECMC  agrees  that  in  the  event of a controversy with
respect  to  allotment of any such stalls, no decision with respect thereto will
be implemented by it without providing THE CONFEDERACION with prior notification
concerning  the  same.


                                       60
<PAGE>
     (b)   Any changes, additions, or improvements in the stalls hereof shall be
made  only  with  the written consent of ECMC and at the cost and expense of the
horse  owners  occupying  the  same.  It is acknowledged that the stalls and all
improvements  made  or  to be made thereto by anyone whatsoever are and shall be
the  property  of  ECMC.

     (c)    All stalls at "El Comandante" and the interior of the barns shall be
maintained  by  the  horse  owners  and/or  the  person  to whom it was assigned
occupying  the  same  in good and sanitary conditions at their cost and expense,
except  structural  or  major repairs whose cost shall be borne by ECMC, (unless
made  necessary  by the fault or negligence of the horse owner), and every horse
owner  shall  be  responsible  for  the  facilities  contained  in the barn area
occupied  by  him.

TWENTY  EIGHT:  Racing  Strips:  ECMC shall continue to maintain the main racing
-------------   --------------
strip  as  well  as  the  training track at "El Comandante" in the best possible
condition.


                                       61
<PAGE>
     At  least  every  two (2) years the parties will contract a track expert to
evaluate  and  make  recommendations  concerning the conditions of the track, if
any.  The  parties  will  agree  on  the  course  of  action  to be taken and El
Comandante will correct any deficiencies, if any, at its own cost.  The fees for
the  expert  will  be  paid  by  both  parties  on  a  50-50  basis.

TWENTY NINE: Office Space:  Office space presently utilized by THE CONFEDERACION
-----------  -------------
in the barn area at "El Comandante" shall continue to be made available, free of
charge, during the term of this Contract.  All interior partitions, furnishings,
and  all  interior  care and maintenance and the telephones shall be provided by
THE  CONFEDERACION  at  its  cost  and  expense.  Plumbing and electrical lines,
toilet  facilities, air conditioning, water and electric power shall continue to
be  provided  by  ECMC,  free  of  cost  to  CONFEDERACION.

THIRTY:   HORSE  POOL  AND  AMBULANCE:  It  is  further  agreed  that ECMC shall
-------   ----------------------------
provide  a  horse  pool  and  maintenance thereof; and will also provide a horse
ambulance  for  use  in  case  of  injury  to  any  horse.


                                       62
<PAGE>
THIRTY  ONE:  Owner's  Room:  ECMC shall continue to make available a room at El
------------  -------------
Comandante  for the private use of the horse owners, which room shall be kept by
THE  CONFEDERACION  in  proper  condition.  Furnishing  for  said  room shall be
provided  by  THE  CONFEDERACION,  at its cost and expense, except T.V. monitor,
internal  telephone  service,  betting  machine and security guard that shall be
provided  by  ECMC  to  CONFEDERACION  free  of  any  charge.

THIRTY  TWO:  Additional  Consideration:  THE  CONFEDERACION  pledges  its  full
-----------   -------------------------
cooperation  for itself and all of its members, and each of the individual horse
owners  who  are  or who may become parties to this contract, to assure adequate
runners  both  as  to  number  and  quality in each race held at El Comandante".

THIRTY THREE:  Non-Discrimination Policy: THE CONFEDERACION expressly represents
------------   -------------------------
and  agrees  that  all  horse  owners presently or hereafter licensed as such by
appropriate governmental authority are and shall be eligible to be and to remain
members  in  good  standing  of  THE CONFEDERACION without discrimination by THE
CONFEDERACION  as  between any such horse owners similarly situated; and that no
discrimination  of  any  kind  will  be exercised, practised, or directed by THE
CONFEDERACION  against  any  horse  owner  with respect to his or its present or
future  membership  in  THE  CONFEDERACION.


                                       63
<PAGE>
THIRTY FOUR:  Agreement not to Stop Races: THE CONFEDERACION each and all of its
-----------   ---------------------------
members,  jointly  and  severally,  undertake  and  agree  that  neither  THE
CONFEDERACION  nor  any of its members will hereafter engage in, participate in,
instigate,  encourage,  or  tolerate  any stoppage or interruption of racing, or
business  or activities of ECMC, for any cause or reason whatsoever, directly or
indirectly,  during  the  term  of  this  Contract.

THIRTY  FIVE:  Authority to Execute Contract:  THE CONFEDERACION represents that
------------   -----------------------------
it is executing and delivering this Contract on behalf of itself and each of its
members  pursuant  to  authority  duly granted by its Board of Directors and its
members.  ECMC  represents  that  it  is  executing and delivering this Contract
pursuant  to authority duly granted by its Board of Directors and/or partners as
may  be  the  case.

THIRTY  SIX:  If  any  clause  in  this contract is declared or becomes invalid,
------------
null  or  unconstitutional  for any reason, all the other clauses will remain in
full  force  and  be  binding  upon  the  parties.

THIRTY SEVEN:  Jurisdiction: ECMC and THE CONFEDERACION recognize and agree that
------------   ------------
their  relationship and the terms of this contract are subject to the Interstate
Horse  Racing  Act, specifically in matters related to simulcasting.  It is also
understood  that  they  are subject to all other applicable Federal and/or State
laws  and  regulations,  and  specifically  subject to the Horse Racing Act (Ley
Hipica)  and  its  regulations.


                                       64
<PAGE>
THIRTY  EIGHT:  This  contract  and the provisions thereof shall be binding upon
-------------
and shall inure to the benefit of ECMC, its successors and assigns; and shall be
binding  upon  and inure to the benefit of THE CONFEDERACION, its successors and
assigns  and  each  and  all  of its members and each of their respective heirs,
successors  and  assigns.

     Upon  the  termination  of  this  contract,  if a new contract has not been
agreed  to and duly executed by the parties, then this contract will continue to
be  in  full  force  and  be  binding  to ECMC and THE CONFEDERACION until a new
contract  is  negotiated,  agreed  to  and  executed.

     The  failure of either party hereto to insist on strict compliance with any
provision  hereof by the other party, shall not be construed as a waiver of such
provision.

     This  contract  may  not  be  amended  or modified, except by an instrument
agreed  to  by  both  parties  in  writing.  However,  no  further change in the
economic  provisions  of  this Contract or in any of the other provisions hereof
will  be sought or requested by THE CONFEDERACION or its members during the term
of  this  Contract, to the end that the assurance and stability so essential for
the effective operation of ECMC and so vital to the continuity and growth of the
racing  sport  and  the  racing  industry  in  Puerto  Rico may be protected and
promoted.


                                       65
<PAGE>
     THIRTY  NINE:  ARBITRATION.  Any  controversy, dispute or claim arising out
     -------------  -----------
of  or  relating to this Agreement, or the breach thereof, except those that are
of  the  Jurisdiction  of  the  Racing  Board  or Racing Administration shall be
settled  by arbitration in the City of San Juan, Puerto Rico, in accordance with
the Commercial Rules of the American Arbitration Association (AAA), and judgment
upon  the  award  may  be entered in any court having jurisdiction thereof.  The
"AAA"  will  not  manage  or  administrate  the  proceedings.

     If the parties hereto are unable, after good faith negotiations, which each
hereby  covenants  to  undertake,  to  resolve  any  dispute  in respect to this
Agreement,  any  party  may commence arbitration by sending a written demand for
arbitration  to the other party.  Such demand shall set forth with particularity
and  supporting  detail or documentation the dispute or matter to be resolved by
arbitration.


                                       66
<PAGE>
     There  shall  be  one  arbitrator.  If  the  parties shall fail to select a
mutually  acceptable  arbitrator  within fourteen (14) days after the demand for
arbitration is mailed, the single arbitrator shall be appointed as in accordance
with  the  rules  of the American Arbitration Association, pursuant to the usual
procedure  of said Association in such cases.  The fee payable to the arbitrator
shall  be  based  upon  the  time  spent  and  the  complexity  of the matter in
arbitration  and  shall  be  paid  one  half  (  )  by  each  party  hereto.

     Arbitration  shall  take place in San Juan, Puerto Rico, unless the parties
otherwise  agree.  In  arriving  at  his decision, the arbitrator shall restrict
himself  to  the  express language of this Agreement.  Within fourteen (14) days
after  the arbitrator is appointed, or as soon thereafter as shall be reasonably
possible and if necessary, a hearing with respect to the dispute or matter to be
resolved  shall  be  conducted  by  the arbitrator.  Each party may make written
submissions to the arbitrator as each party may deem appropriate, with copies to
the other party and a reasonable procedure for rebuttal, subject to the fourteen
(14) day limit. As soon as reasonably possible, but not later than fourteen (14)
days  after  the  hearing  is  completed, the arbitrator shall arrive at a final
decision, which shall be reduced to writing, signed by the arbitrator and mailed
to  each  of  the  parties.


                                       67
<PAGE>
     All  decisions  of the arbitrator shall be final, binding and conclusive on
all  parties,  and  shall  constitute  the  only method of resolving disputes or
matters  subject  to arbitration pursuant to this Agreement, and judgment may be
entered upon such decision in accordance with applicable law in any court having
jurisdiction  thereof.

     This  arbitration  clause  should  not be interpreted to deprive the Racing
Board  and/or  the  Racing  Administrator  of  their  jurisdiction.

FORTY:   NOTICES.  All  notices,  certificates,  requests,  consents,  demands,
------   -------
directions,  agreements  or  other  instruments  or  communications  between THE
CONFEDERACION  and ECMC required to be given hereunder shall be given in writing
given  by  (i)  first  class  mail,  registered  or  certified,  return  receipt
requested,  or (ii) private courier service, next day delivery, or (iii) telefax
or other similar form of rapid transmission, or (iv) personally delivered to the
receiving  party of, if not an individual, to an officer of the receiving party.
All such communications shall be mailed, sent or delivered addressed as follows:


                                       68
<PAGE>
     If  to  ECMC:            El Comandante Management Company
                              PO Box 1675
                              Route 3, Km. 15.3

Convenes,  PR  00729

                              Attention:  Mr. Gerald Wiemann
                                          President & COO
                              Telephone:  787/641-6060
                              Telefax:    787/876-5170

  If to THE CONFEDERACION:    Confederacion Hipica de
                              Puerto Rico, Inc.
                              PO Box 4460
                              Carolina, PR 00984

                              Attention:  President
                              Telephone:  787/876-3944
                              Telefax:    787-256-5700

FORTY  ONE:  AGREEMENT  SUPERSEDES  PRIOR AGREEMENTS.  This Agreement supersedes
----------   ----------------------------------------
any  other  prior  agreements  or  understandings,  written or oral, between the
parties  with  respect  to  the  subject  matter  hereof.

FORTY  TWO:  The approval on or before June 30, 2000 of P. of the S. 2587, P. de
-----------
la  C.  3488  and/or  any other similar legislation that affects the "Take" will
invalidate  this  Agreement.


                                       69
<PAGE>
FORTY  THREE:  The present contract has been signed on the date herein stated by
------------
CONFEDERACION  HIPICA  DE  PUERTO  RICO, INC., EL COMANDANTE MANAGEMENT COMPANY,
LLC,  HOUSING DEVELOPMENT ASSOCIATES, S. E., EQUUS ENTERTAINMENT CORPORATION and
INTERSTATE  BUSINESS  CORPORATION.   Nevertheless,  this contract as well as all
transactions  (the  "Other Transactions") contemplated thereby or resulting as a
consequence  thereof  (including  but  not  limited to, motions to desist in the
following cases: Civil No. KLRA 9900625 before the Commonwealth of Puerto Rico's
Appeals  Court, Region 1, San Juan, and Civil No. FDP-2000-0036 (402) before the
Superior  Court  of  Carolina,  Commonwealth  of  Puerto Rico; and all releases,
stipulations,  etc.,  relative  thereto)  will never become valid, executable or
oblige  the  parties  in  any  way  unless ratified and/or approved by a General
Assembly  of  the  members  of CONFEDERACION HIPICA DE PUERTO RICO, INC.  If the
contract  as  herein  signed  is  not  approved  by  a  General  Assembly of the
CONFEDERACION,  it  and  the Other Transactions will be considered to have never
existed  and  must  be  considered  not  to  have  been executed by the parties.

IN  TESTIMONY  WHEREOF,  the  parties  affix their signature at Convenes, Puerto
Rico,  the  day  and  year  first  above  written.

CONFEDERACION HIPICA                   EQUUS ENTERTAINMENT
DE PUERTO RICO, INC.                   CORPORATION


_____________________________          _____________________________

  RUBEN VALDES                         RICHARD C. VOORIES
    PRESIDENT                            VICE PRESIDENT/DIRECTOR
                                            OF OPERATIONS




                                       70
<PAGE>

                            EL COMANDANTE MANAGEMENT

                                  COMPANY, LLC



                          _____________________________

                                 GERALD WIEMANN





INTERSTATE  BUSINESS                   HOUSING  DEVELOPMENT
CORPORATION                            ASSOCIATES,  S.  E.





_____________________________          _____________________________

                                       RICHARD C. VOORIES
                                         VICE PRESIDENT/DIRECTOR
                                           OF OPERATIONS



AFFIDAVIT  NO.  _________



     Sworn  and  subscribed  to  before  me  by:

1.  Rub  n  Valdez, of legal age, married, resident of Guaynabo, Puerto Rico, as
President  of  Confederacion  H  pica  de  Puerto  Rico,  Inc.

2.    Richard  C.  Voories,  of  legal  age,  married,  resident of the State of
Florida,  on  behalf  of  Equus  Entertainment  Corporation,  who  has been duly
authorized  by  the partnership to appear in this act and execute this contract.

3.     Gerald  Wiemann,  of  legal  age,  married,  resident  of  the  State  of
Pennsylvania,  as  President  of  El  Comandante  Management  Company,  LLC.

4.     Richard  C.  Voories,  of  legal  age,  married, resident of the State of
Florida,  on  behalf  of  Interstate  Business  Corporation,  who  has been duly
authorized  by  the  Board of Directors of the corporation to appear in this act
and  execute  this  contract.


                                       71
<PAGE>
5.     Richard C. Voories, of legal age, married, resident of Florida, on behalf
of  Housing  Development  Associates, S. E., who has been duly authorized by the
partnership  to  appear  in  this  act  and  execute  this  contract.

Of the personal circumstances herein expressed, all of whom are personally known
to  me.

     In  San  Juan,  Puerto  Rico,  on  July  14,  2000.



                              ___________________________________

                                        NOTARY  PUBLIC




                                       72
<PAGE>
<TABLE>
<CAPTION>

                                   EXHIBIT  A
                                BASE YEAR BUDGET
                                ----------------
                        FOR:  VETERINARY CLINIC EXPENSES



DESCRIPTION                                           AMOUNT ($)
----------------------------------------------------  -----------
<S>                                                   <C>
Salaries: For 2 Veterinarians. . . . . . . . . . . .  $   177,538
  FICA . . . . . . . . . . . . . . . . . . . . . . .       13,582
  Disability . . . . . . . . . . . . . . . . . . . .        1,050
  State Unemployment . . . . . . . . . . . . . . . .        1,350
  Federal Unemployment . . . . . . . . . . . . . . .        1,420
  Vacation Expense . . . . . . . . . . . . . . . . .       11,096
  Sick Leave Expense . . . . . . . . . . . . . . . .        4,251
  X-Mas Bonus. . . . . . . . . . . . . . . . . . . .       14,795
  Medical Plan . . . . . . . . . . . . . . . . . . .        8,767
Professional Services - Other Veterinarians. . . . .        9,135
Insurance Expense - Liability, Malpractice, Property       28,437
Repairs and Maintenance. . . . . . . . . . . . . . .        2,801
Rental of Equipment. . . . . . . . . . . . . . . . .        1,403
Telephone. . . . . . . . . . . . . . . . . . . . . .        2,500
Interest Expense - Equipment Leasing . . . . . . . .        4,300
Administrative Expenses - Office Supplies/Employees.       60,000
Other Clinic Uses. . . . . . . . . . . . . . . . . .       12,509
Salaries - Lab Technicians . . . . . . . . . . . . .       23,328
  FICA . . . . . . . . . . . . . . . . . . . . . . .        2,052
  State Unemployment . . . . . . . . . . . . . . . .          159
  Federal Unemployment . . . . . . . . . . . . . . .           64
  Vacations. . . . . . . . . . . . . . . . . . . . .        1,750
  X-Mas Bonus. . . . . . . . . . . . . . . . . . . .        1,886
  Medical Plan . . . . . . . . . . . . . . . . . . .          442
Equipment Leasing/Rental . . . . . . . . . . . . . .       40,020
Lab References . . . . . . . . . . . . . . . . . . .        7,500
Lab Supplies . . . . . . . . . . . . . . . . . . . .        8,488
Seminars - Lab Technicians . . . . . . . . . . . . .          700
Vaccinations . . . . . . . . . . . . . . . . . . . .        9,027
All Other Items/Contingency. . . . . . . . . . . . .        6,806
                                                      -----------

        Total Base Year Budget Expenses. . . . . . .  $   457,156
                                                      ===========
</TABLE>


NOTE:     This  is  only the Expense Budget and does not include any offset from
sponsorships  and/or  funding  by  third parties that may be received.  Directly
related  sponsorships and/or any directly related funding by third parties would
be  used  to  offset  these  expenditures.


                                       73
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT  B(I)
                                  -------------
                                BASE YEAR BUDGET
                                ----------------
                             FOR: CLASICO DEL CARIBE
                             -----------------------
                           (WHEN HELD IN PUERTO RICO)



DESCRIPTION                             AMOUNT ($)
--------------------------------------  -----------
<S>                                     <C>
Logos, paper and envelopes . . . . . .  $     1,500
Poster . . . . . . . . . . . . . . . .        1,000
Coordinator. . . . . . . . . . . . . .        6,000
Pennants . . . . . . . . . . . . . . .          400
Gifts (ladies, delegates). . . . . . .        1,700
Press Conference . . . . . . . . . . .        3,000
Autos/Buses. . . . . . . . . . . . . .        5,700
Trophies . . . . . . . . . . . . . . .        2,500
Saddle Clothing. . . . . . . . . . . .          850
ID Labor . . . . . . . . . . . . . . .          500
Invitations. . . . . . . . . . . . . .          500
Stewards/Jockey Club/Hotel . . . . . .        4,200
Laboratory . . . . . . . . . . . . . .        1,700
Banner . . . . . . . . . . . . . . . .          300
Horse Feed . . . . . . . . . . . . . .        2,500
Meals/Grooms . . . . . . . . . . . . .        4,000
Bed/Grooms . . . . . . . . . . . . . .        4,000
Tickets. . . . . . . . . . . . . . . .          200
Uniform/Pony Boys. . . . . . . . . . .          120
Security . . . . . . . . . . . . . . .          300
Translators. . . . . . . . . . . . . .        1,500
Master of Ceremony . . . . . . . . . .          500
Music. . . . . . . . . . . . . . . . .        2,000
Radio Calls (communication). . . . . .          200
Ladies Tour. . . . . . . . . . . . . .          600
Meals Delegates - Race Track . . . . .       12,000
Assembly . . . . . . . . . . . . . . .        3,000
Night Activity (Fri.-Sat.) . . . . . .        5,000
Closing Ceremony . . . . . . . . . . .        1,500
Quarantine/doctors . . . . . . . . . .       17,730
Classic Purses . . . . . . . . . . . .      330,000
All Other Items/Contingency. . . . . .       85,000
                                        -----------

      Total Base Year Budget Expenses.  $   500,000
                                        ===========
</TABLE>


                                       74
<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBIT  B(II)
                                 --------------
                                BASE YEAR BUDGET
                                ----------------
                        FOR:  "CAMARERO AWARDS EXPENSES"
                        --------------------------------



DESCRIPTION                            AMOUNT ($)
-------------------------------------  -----------
<S>                                    <C>
Local Facility Rent . . . . . . . . .  $    10,192
Dinner - Selection of Valuables . . .          754
Television/Video. . . . . . . . . . .        8,000
Photographer. . . . . . . . . . . . .          275
Flower Arrangements . . . . . . . . .          385
Invitations . . . . . . . . . . . . .          250
Master of Ceremony. . . . . . . . . .          250
Sound Equipment . . . . . . . . . . .          300
Personnel for Handing Out Prizes. . .          100
Trophies. . . . . . . . . . . . . . .        4,725
All Other Items . . . . . . . . . . .          769
                                       -----------

      Total Base Year Budget Expenses  $    26,000
                                       ===========
</TABLE>

NOTE:     This  is  only the Expense Budget and does not include any offset from
sponsorships  and/or  funding  by  third parties that may be received.  Directly
related  sponsorships and/or any directly related funding by third parties would
be  used  to  offset  these  expenditures.


                                       75
<PAGE>
<TABLE>
<CAPTION>
                                 EXHIBIT  B(III)
                                 ---------------
                                BASE YEAR BUDGET
                                ----------------
                   FOR:  "HORSE RACING HALL OF FAME EXPENSES"
                   ------------------------------------------




DESCRIPTION                            AMOUNT ($)
-------------------------------------  -----------
<S>                                    <C>
Organization of Activity. . . . . . .  $    17,640
Trophies. . . . . . . . . . . . . . .        4,622
Visual Segments . . . . . . . . . . .        7,500
TV Promotion. . . . . . . . . . . . .          500
All Other Items/Contingency . . . . .        2,238
                                       -----------

      Total Base Year Budget Expenses  $    32,000
                                       ===========
</TABLE>


NOTE:     This  is  only the Expense Budget and does not include any offset from
sponsorships  and/or  funding  by  third parties that may be received.  Directly
related  sponsorships and/or any directly related funding by third parties would
be  used  to  offset  these  expenditures.


                                       76
<PAGE>
                                 EXHIBIT  B(IV)
                                 --------------
                                BASE YEAR BUDGET
                                ----------------
                           FOR:  "CLASICO DEL CARIBE"
                           --------------------------
                  (WHEN RACES ARE HELD OUTSIDE OF PUERTO RICO)


DESCRIPTION     AMOUNT  ($)
-----------     -----------



Cost  to  cover  airfare,  meals and hotel expenses of all delegates from Puerto
Rico,  including  the  Confederacion  Representative,  Track  Management
Representative,  Racing  Board, Racing Administrator, Horse Owner of Puerto Rico
Horse  running  in  race(s)  and  their  spouses.

Cost  of  Groom  to  attend  to  Horse

Cost  to  Ship  Horse  from/to  Puerto  Rico

Cost  to  Quarantine  Horse  from  Puerto  Rico


                              Total  All  Costs               $60,000
                                                              =======


                                       77
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT C
                                    ---------
                           VETERINARY CLINIC EQUIPMENT
                           ---------------------------
                          PURCHASED FOR THE REMODELING
                          ----------------------------



                              DESCRIPTION   DATE PURCHASED   AMOUNT ($)
                              ------------  ---------------  ----------
<S>                           <C>           <C>              <C>

Vault. . . . . . . . . . . .      08-20-97  $        209.00
Ultrasound Machine . . . . .      09-03-97        40,500.00
Arthroscopy Machine. . . . .      09-03-97        14,497.25
Electric Car . . . . . . . .      09-25-97         3,000.00
Fluoroscopy Machine. . . . .      10-14-97        43,500.00
X-Rays Cassette. . . . . . .      10-31-97         3,727.52
Refrigerator . . . . . . . .      10-31-97           584.98
Washing Machine. . . . . . .      10-31-97           515.98
Dryer. . . . . . . . . . . .      10-31-97           465.98
Coagulation Analyzer . . . .      10-31-97         1,980.00
Ultrasonic Cleaner . . . . .      10-31-97         1,795.00
Padding Operations Table . .      10-31-97           862.80
Driller and Orthopedic Parts      11-21-97        12,263.95
Battery Ultrasound Equipment      11-21-97         1,169.00
Analyzer System and Stat . .      11-25-97         5,295.00
Printer for Laboratory . . .      07-18-98           319.00
Monitor Operating Room . . .      04-09-98         1,958.31
Battery Laboratory Machine .      09-22-98         1,850.00
                                            ---------------

            TOTAL: . . . . .                   $ 134,493.77
                                               ============
</TABLE>




ITEMS  2-  6  NONE




                                       78
<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  Section  13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.



                                           /s/ Equus Gaming Company L.P.
                                           -------------------------------------
                                           (Registrant)


                                           By:  Equus Management Company
                                           Managing General Partner





September 20, 2000                         /s/  Thomas Wilson
-----------------------------------------  Co-Chairman, President,
                                           Chief Executive Officer and Director



September 20, 2000                         /s/ Hernan G. Welch
-----------------------------------------  Executive Vice President and
                                           Chief Financial Officer



                                       79
<PAGE>