UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended December 31, 1997

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 333-18295

                          COLONIAL DOWNS HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

                                                         54-1826807
         VIRGINIA                                      (I.R.S. Employer
(State or other jurisdiction of                       Identification No.)
incorporation or organization)

                          10515 Colonial Downs Parkway
                               New Kent, VA 23124
                    (Address of principal executive offices)

       Registrant's telephone number, including area code    804-966-7223

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class on Which Registered                   Name of Each Exchange
Class A Common Stock par value .01 per share              NASDAQ National Market

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 reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]

Aggregate  market  value of the  voting  stock  held by  nonaffiliates  of the
Registrant  as of March 26,  1998 was  approximately $6,678,437.50

Number of Shares of Class A Common Stock outstanding as of March 26, 1998 -
5,000,000

Number of Shares of Class B Common Stock outstanding as of March 26, 1998 -
2,250,000

Documents Incorporated by Reference
Registrant's Definitive Proxy Statement with respect to Annual Meeting of
Shareholders to be held on June 5, 1998.

<PAGE>

This Annual Report contains forward-looking statements that inherently involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those discussed in this Annual Report. Statements
regarding anticipated arbitration, referenda, results of operations, liquidity,
the opening of additional Racing Centers, and certain other statements contained
in this report are forward-looking statements and, as such, involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements, expressed or implied by
such forward-looking statements. Such potential risks, uncertainties, and
factors include, but are not limited to, acts by parties outside the control of
the Corporation, including the Maryland Jockey Club and the Virginia Racing
Commission, political trends, the effects of adverse general economic
conditions, and governmental regulation, including licensing of additional
Racing Centers. The forward-looking statements contained herein speak only as of
the date of this report. References to "Colonial Downs Holdings" or the
"Company" include Colonial Downs Holdings, Inc. and its subsidiaries, Colonial
Downs, L.P., a Virginia limited partnership (the "Partnership"), and Stansley
Racing Corporation, a Virginia corporation ("Racing").

                                    PART III

ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by Item 10 is incorporated by reference from
the Company's definitive proxy statement with respect to the Company's Annual
Meeting of Shareholders to be held on June 5, 1998. Such proxy statement shall
be filed pursuant to Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended, within 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K.

ITEM 11  EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated by reference from
the Company's definitive proxy statement with respect to the Company's Annual
Meeting of Shareholders to be held on June 5, 1998. Such proxy statement shall
be filed pursuant to Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended, within 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K.

ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 12 is incorporated by reference from
the Company's definitive proxy statement with respect to the Company's Annual
Meeting of Shareholders to be held on June 5, 1998. Such proxy statement shall
be filed pursuant to Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended, within 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K.

<PAGE>

ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated by reference from
the Company's definitive proxy statement with respect to the Company's Annual
Meeting of Shareholders to be held on June 5, 1998. Such proxy statement shall
be filed pursuant to Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended, within 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K.

SIGNATURES

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

                                                 COLONIAL DOWNS HOLDINGS, INC.

                                                 /s/ Ian M. Stewart
                                                 -------------------------------
                                                 Ian M. Stewart, Chief Operating
                                                 Officer and Chief Financial
                                                 Officer
                                                 May 7, 1998