<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                                 FORM 10-K/A
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the fiscal year ended September 30, 1996     Commission File Number 0-20648

                             LOUISIANA - I GAMING, L.P.
            (Exact Name of Registrant as Specified in its Charter)

              Louisiana                                72-1238179     
   -------------------------------                 ------------------
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.) 


          c/o Boomtown, Inc.      
      P.O. Box 399, Verdi, Nevada                       89439-0399
  (Address of principal executive offices)              (Zip Code) 

  Registrant's telephone number, including area code:  (702)  345-8643

   Securities registered pursuant to Section 12(b) of the Act: None

   Securities registered pursuant to Section 12(g) of the Act: None

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(A) AND
(B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT. 

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
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  X      No  
                  ---        ---

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the part
of this Form 10-K as indicated: None


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                                       PART I

ITEM 1.   BUSINESS

     Louisiana - I Gaming, L.P., (the "Partnership" or "Boomtown New Orleans" 
or "Boomtown Belle" or the "Company") a Louisiana limited partnership is 
majority owned and controlled by Boomtown, Inc., ("Boomtown") and commenced 
operations in August 1994 on a 50-acre site in Harvey, Louisiana, 
approximately ten miles from downtown New Orleans.  Gaming operations are 
conducted from a 250-foot replica of a paddlewheel riverboat offering 912 
slot machines and 56 table games (including blackjack ("21"), craps, poker, 
roulette, pai gow poker, let it ride and Caribbean stud) in a 30,000 square 
foot casino.  The land-based facility adjacent to the riverboat dock is 
composed of a western-themed, 88,000-square foot facility.  The first floor 
of the building opened December 1994, and offers the patrons of the Boomtown 
Belle a deli-style restaurant, a 20,000-square foot family entertainment 
center and a western saloon/dance hall.  In addition, the land-based facility 
provides for staging of the gaming vessel.  This facility is the only one of 
its type in the New Orleans area and it attracts both families and adults by 
providing entertainment for non-gaming customers while also providing 
incentive for gaming customers to increase the frequency and duration of 
their visits.  The Company believes it distinguishes itself from other 
casinos in the New Orleans area by its location, emphasis on the Company's 
old west theme and promoting its friendly, casual atmosphere.  Boomtown New 
Orleans currently employs approximately 900 employees.

     BOOMTOWN'S PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") 
On April 23, 1996, Boomtown entered into an Agreement and Plan of Merger with 
Hollywood Park relating to the strategic combination of Hollywood Park and 
Boomtown.  Pursuant to the Merger Agreement and subject to the terms and 
conditions set forth therein, Boomtown would become a wholly-owned subsidiary 
of Hollywood Park (the "Merger").  Pursuant to the Merger Agreement, at the 
effective date of the Merger each issued and outstanding share of Boomtown 
Common Stock will be converted into the right to receive 0.625 (the "Exchange 
Ratio"), of a share of Hollywood Park Common Stock.  The Merger is intended 
to be structured as a tax-free reorganization.  The shareholders of Boomtown 
and Hollywood Park have approved the Merger.  To date, the Merger has only 
been approved by Mississippi gaming authorities.  The Merger is subject to 
the approval of other relevant gaming jurisdictions including Louisiana. 

     Certain additional matters relating to the signing of the Merger 
Agreement and a complete description of the Merger Agreement are more fully 
described in the Company's Form 8-K dated April 23, 1996, including the 
Agreement and Plan of Merger file as exhibit 2.1 thereto, and filed with the 
Securities and Exchange Commission on May 3, 1996.

     On November 18, 1996, the Company entered into an agreement with its 
partnership in the venture, Eric Skrmetta (Skrmetta"), in which the Company 
agreed to pay $5,673,000 in return for Skrmetta's 7.5% interest in the 
Partnership in addition to releasing the Company from any and all claims, 
liabilities and causes of action of any kind arising from or related to the 
Partnership agreement.  The terms set forth thereto require Boomtown to pay a 
down payment of $500,000 on or before December 5, 1996, (which amount was 
paid) with the remaining $5,173,000 to be paid not later than August 10, 
1997. Additionally, the $5,173,000 shall be reduced by a discount for the 
time that the amount or any portion thereof is paid in full prior to August 
10, 1997.  


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     NEW ORLEANS AND THE LOUISIANA GAMING MARKET  Riverboat gaming was 
legalized in Louisiana in July 1991, with the enactment of the Riverboat 
Economic Development and Gaming Control Act.  The law currently limits the 
number of gaming licenses to 15 riverboat licenses of which 14 have already 
been granted. One land based casino is also permitted in New Orleans.

     Louisiana law requires that all riverboats be built after January 1, 
1992 and be of "period" construction, at least 150 feet in length and have a 
600-passenger minimum capacity.  Twenty-four hour unlimited stakes gaming is 
permitted on the riverboats, which are required to cruise for 90 minutes 
every three hours.  Fourteen riverboats operate in the state of Louisiana in 
the areas of Shreveport, Lake Charles, New Orleans and Baton Rouge.  Four 
boats are currently operational in the New Orleans area (including the 
Company's riverboat).  However, one of the four which is located in downtown 
New Orleans is scheduled to move to Shreveport in the fall of 1997.

     The annual license fee to conduct gaming activities on a riverboat in 
Louisiana is $50,000 for the first year of operations and $100,000 per year 
thereafter.  An additional fee of 18.5% of net gaming proceeds is charged by 
the state, and local municipalities may charge a fee of up to $2.50 per 
passenger boarding the riverboat.  In the case of the Company's riverboat, 
this fee was negotiated to 6% of net gaming proceeds.

     In addition to riverboat casinos, a single, large-scale land-based 
casino to be operated by Harrah's Jazz was approved for the City of New 
Orleans.  A temporary facility was constructed in New Orleans, and the casino 
began operations in 1995.  After almost seven months of operations, Harrah's 
Jazz filed a Chapter 11 bankruptcy on November 22, 1995, due to numerous 
occurrences including disappointing gaming revenues.  Harrah's is currently 
in negotiations with the State of Louisiana and attempting to reorganize and 
commence operations.  The land based casino may open as soon as mid-1997.

     The New Orleans metropolitan area has a local resident population of 
over 1.3 million people and attracts over 9 million tourists annually.  The 
"West Bank", which is located in Jefferson Parish, and is the site of 
Boomtown New Orleans, has more than 250,000 local residents.

     A large majority of the Boomtown Belle customers are local residents of 
the West Bank.  These customers are primarily blue-collar, working class and 
suburban/rural.  Boomtown believes that these customers are attracted by the 
Company's value-oriented, middle market philosophy and the relaxed western 
atmosphere.  Studies have indicated that these customers are loyal to the 
West Bank and do not like to travel into the downtown New Orleans urban area.
     
     On November 5, 1996, referenda on the continuation of riverboat gaming 
were held on a parish-by parish basis in each parish where riverboat gaming 
operations were permitted.  Voters in all parishes in which riverboat gaming 
is currently conducted elected to continue to permit operations.  In the 
Boomtown Belle's parish the continuation of riverboats passed overwhelmingly 
with a 68% approval rate.
     
     COMPETITION  Boomtown New Orleans currently competes with other 
riverboat casinos in Louisiana and dockside gaming casinos in Mississippi, 
some of which have greater name recognition and greater financial and 
marketing resources than Boomtown.  The Company believes that Boomtown New 
Orleans will face additional competition from a land-based casino in the City 
of New Orleans if it again becomes operational.  The Company believes that 
its riverboat operation competes primarily on the basis of the riverboat's 
location and overall atmosphere. Current Louisiana gaming legislation 
authorizes a total of 15 riverboat casino licenses statewide, of which


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14 have been granted.  The Company also believes the local residents of 
Westbank who frequent the Boomtown Belle are loyal to the West Bank and do 
not like to travel into the downtown New Orleans urban area. If new casinos 
draw significant numbers of customers from the West Bank, however, or the 
Boomtown Belle's customers do travel to other casinos, customer counts and 
revenues of the Boomtown Belle would be adversely affected.

     FUTURE EXPANSION  The Boomtown Belle's current plan is to complete an 
expansion of its land-based facility to include a 350 seat full service 
buffet and a 150 seat specialty, fine dining restaurant to complement the 
entertainment package offered.  The Louisiana project is expected to commence 
shortly following the Merger.  In the event the Merger were not to be 
completed, financing requested for the project would be severely jeopardized. 
 The Company has not obtained any financing for the project, and there is no 
assurance that the Company will be able to obtain said financing, even if the 
Merger is successfully completed, on acceptable terms.

REGULATION AND LICENSING

     The ownership and operation of a riverboat gaming vessel is subject to 
the Louisiana Riverboat Economic Development and Gaming Control Act (the 
"Louisiana Act").  As of May 1, 1996, gaming activities are regulated by the 
Louisiana Gaming Control Board (the "Board"). The Board is responsible for 
issuing the gaming license and enforcing the laws, rules and regulations 
relative to riverboat gaming activities.  The Board is empowered to issue up 
to 15 licenses to conduct gaming activities on a riverboat of new 
construction in accordance with applicable law.  However, no more than six 
licenses may be granted to riverboats operating from any one parish.

     The laws and regulations of Louisiana seek to (i) prevent unsavory or 
unsuitable persons from having any direct or indirect involvement with gaming 
any time or in any capacity; (ii) establish and maintain responsible 
accounting practices and procedures; (iii) maintain effective control over 
the financial practices of licensees, including establishing procedures for 
reliable record keeping and making periodic reports to the Board; (iv) 
prevent cheating and fraudulent practices; (v) provide a source of state and 
local revenues through fees; and (vi) ensure that gaming licensees, to the 
extent practicable, employ and contract with Louisiana residents, women and 
minorities.

     The Louisiana Act specifies certain restrictions and conditions relating 
to the operation of riverboat gaming, including but not limited to the 
following: (i) gaming is not permitted while a riverboat is docked, other 
than for forty-five minutes between excursions, unless dangerous weather or 
water conditions exist; (ii) each round trip riverboat cruise may not be less 
than three nor more than eight hours in duration, subject to specified 
exceptions; (iii) agents of the Board are permitted on board at any time 
during gaming operations; (iv) gaming devices, equipment and supplies may be 
purchased or leased from permitted suppliers; (v) gaming may only take place 
in the designated river or waterway; (vi) gaming equipment may not be 
possessed, maintained, or exhibited by any person on a riverboat except in 
the specifically designated gaming area, or a secure area used for 
inspection, repair, or storage of such equipment; (vii) wagers may be 
received only from a person present on a licensed riverboat; (viii) persons 
under 21 are not permitted in designated gaming areas; (ix) except for slot 
machine play, wagers may be made only with tokens, chips, or electronic cards 
purchased from the licensee aboard a riverboat, (x) licensees may only use 
docking facilities and routes for which they are licensed and may only board 
and discharge passengers at the riverboat's licensed berth; (xi) licensees 
must have adequate protection and indemnity insurance; (xii) licensees must 
have all necessary federal and state licenses, certificates and other 
regulatory approvals prior to operating a riverboat and (xiii) gaming may 
only be


                                      4

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conducted in accordance with the terms of the license and the rules and 
regulations adopted by the Board.

     No person may receive any percentage of the profits from the Partnership 
without first being found suitable.  In March 1994, the Partnership, its 
officers, key personnel, partners and persons holding a 5% or greater 
interest in the partnership were found suitable by the predecessor to the 
Board.  A gaming license is deemed to be a privilege under Louisiana law and 
as such may be denied, revoked, suspended, conditioned or limited at any time 
by the Board. In issuing a license, the Board must find that the applicant is 
a person of good character, honesty and integrity and the applicant is a 
person whose prior activities, criminal record, if any, reputation, habits 
and associations do not pose a threat to the public interest of the State of 
Louisiana or to the effective regulation and control of gaming, or create or 
enhance the dangers of unsuitable, unfair or illegal practices, methods, and 
activities in the conduct of gaming or the carrying on of business and 
financial arrangements in connection therewith.  The Board will not grant any 
licenses unless it finds that: (i) the applicant is capable of conducting 
gaming operations, which means that the applicant can demonstrate the 
capability, either through training, education, business experience, or a 
combination of the above to operate a gaming casino; (ii) the proposed 
financing of the riverboat and the gaming operations is adequate for the 
nature of the proposed operation and from a source suitable and acceptable to 
the Board; (iii) the applicant demonstrates a proven ability to operate a 
vessel of comparable size, capacity and complexity to a riverboat so as to 
ensure the safety of its passengers; (iv) the applicant submits a detailed 
plan of design of the riverboat in its application for a license; (v) the 
applicant designates the docking facilities to be used by the riverboat; (vi) 
the applicant shows adequate financial ability to construct and maintain a 
riverboat; (vii) the applicant has a good faith plan to recruit, train and 
upgrade minorities in all employment classifications; and (viii) the 
applicant is of good moral character.

     The Board may not award a license to any applicant who fails to provide 
information and documentation to reveal any fact material to qualifications 
or who supplies information which is untrue or misleading as to a material 
fact pertaining to the qualification criteria; who has been convicted of or 
plead NOLO CONTENDERE to an offense punishable by imprisonment of more than 
one year; who is currently being prosecuted for or regarding whom charges are 
pending in any jurisdiction of an offense punishable by more than one year 
imprisonment; if any holder of 5% or more in the profits and losses of the 
applicant has been convicted of or plead guilty or NOLO CONTENDERE to an 
offense, which at the time of conviction is punishable as a felony.

     The transfer of a license is prohibited.  The sale, assignment, 
transfer, pledge, or disposition of securities which represent 5% or more of 
the total outstanding shares issued by a holder of a license is subject to 
Board approval. Accordingly, the Merger is subject to Board approval.  A 
security issued by a holder of a license must generally disclose these 
restrictions.

     A licensee (the Partnership) must periodically report the following 
information to the Board, which is not confidential and is to be available 
for public inspection; the licensee's net gaming proceeds from all authorized 
games; the amount of net gaming proceeds tax paid; and all quarterly and 
annual financial statements presenting historical data that are submitted to 
the Board, including annual financial statements that have been audited by an 
independent certified public accountant.

     The Board has adopted rules governing the method for approval of the 
area of operations, the rules and odds of authorized games and devices 
permitted, and prescribe grounds and procedures for the revocation, 
limitation or suspension of licenses and permits.




                                     5

<PAGE>

     On April 19, 1996, the Louisiana legislature adopted legislation requiring
statewide local elections on a parish-by-parish basis to determine whether to
prohibit or continue to permit licensed riverboat gaming, licensed video poker
gaming, and licenses land-based gaming in Orleans Parish.  The applicable local
election took place on November 5, 1996, and the voters in the parish of the
Partnership voted to continue licenses for riverboat and video poker gaming. 
However, it is noteworthy that the current legislation does not provide for any
moratorium on future local elections on gaming. 

ITEM 2.   PROPERTIES    

     In November 1993, the Partnership completed the purchase of approximately
50 acres located in Jefferson Parish, 10 miles from downtown New Orleans,
Louisiana, for approximately $3 million.  This property is used for land-based
amenities related to its riverboat casino at Boomtown New Orleans.  At this
property, Boomtown New Orleans owns all facilities, including the riverboat
restaurants, bars, fun center and entertainment facility.  See "ITEM 1.
Business" for further discussion of the Company's properties.

ITEM 3.   LEGAL PROCEEDINGS

     A demand for arbitration had been filed by Eric Skrmetta, a limited
partner, with the American Arbitration Association, alleging that Boomtown
breached the Louisiana Partnership Agreement and its fiduciary duty to limited
partners resulting in less than anticipated distributions to Mr. Skrmetta.  On
November 18, 1996, the Company entered into an agreement with Eric Skrmetta in
which the Company agreed to pay $5,673,000 in return for Skrmetta's 7.5%
interest in the Partnership in addition to releasing the Company from any and
all claims, liabilities and causes of action of any kind arising from or related
to the Partnership agreement.  The terms set forth thereto require Boomtown to
pay a down payment of $500,000 on or before December 5, 1996 with the remaining
$5,173,000 to be paid not later than August 10, 1997.  Additionally, the
$5,173,000 shall be reduced by a discount for the time that the amount or any
portion thereof is paid in full prior to August 10, 1997.


                                       6

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                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
          STOCKHOLDER MATTERS

     The Partnership's equity securities are not publicly traded.

     Boomtown owns an 87.5% limited partnership interest in the Partnership. 
Through its wholly-owned subsidiary, Louisiana Gaming Enterprises, Inc., a 
Louisiana corporation, Boomtown owns an additional 5% general partnership 
interest in the Partnership.  Eric Skrmetta owns the remaining 7.5% limited 
partnership interest in the Partnership.

     Quarterly distributions were made by the Partnership as follows prior to 
the "Minority Purchase" as described below:

     (1)  For each of the first three quarters of each year, to the 
          extent permitted under applicable law, 75% of Partnership 
          Distributable Income (as defined below) shall be distributed on a 
          pro rata basis to all equity holders within forty-five (45) days 
          after the quarter end.

     (2)  Within sixty (60) days after the end of the fourth 
          quarter of each fiscal year, to the extent permitted under 
          applicable law, a pro rata distribution shall be made which results 
          in 100% of the Partnership Distributable Income for the fiscal year 
          having been distributed on a cumulative basis.  "Partnership 
          Distributable Income" is defined as (a) the sum of (i) the net 
          income for the Partnership for the fiscal quarter or year, plus 
          (ii) depreciation and amortization charges for such period, plus 
          (iii) the provision for any income taxes (or similar governmental 
          fees) for accounting purposes for such period, less (b) the sum of 
          (i) all capital expenditures incurred during such period in the 
          normal course of operation, (ii) all scheduled principal repayments 
          on all indebtedness which are required to be made during such 
          period and (iii) any actual income taxes (or similar governmental 
          fees) actually paid in such period, all as determined with regard 
          to amounts accrued or incurred in accordance with generally 
          accepted accounting principles consistently applied, and less (c) 
          50% of any aggregate deficit in Partnership Distributable Income 
          for all prior periods.  
          
     On November 18, 1996, the Company entered into an agreement (the 
"Minority Purchase") with Eric Skrmetta in which the Company agreed to pay 
$5,673,000 in return for Skrmetta's 7  1/2% interest in the Partnership in 
addition to releasing the Company from any and all claims, liabilities and 
causes of action of any kind arising from or related to the Partnership 
agreement.  The terms set forth thereto require Boomtown to pay a down 
payment of $500,000 on or before December 5, 1996 and the remaining 
$5,173,000 to be paid not later than August 10, 1997.  Additionally, the 
$5,173,000 shall be reduced by a discount for the time that the amount or any 
portion thereof is paid in full prior to August 10, 1997. 

ITEM 7.   NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS


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RESULTS OF OPERATIONS
      
                                            Years Ended September 30,

                                         1995                     1996      
                                ---------------------    ---------------------

Revenues: 
   Gaming                       $  72,157      97.1%    $  69,674     96.1%
   Non-gaming                       2,146       2.9         2,857      3.9
                                ---------   -------     ---------   ------
                                   74,303      100.0       72,531    100.0

Operating expenses: 
Gaming                             25,625      34.5        28,822     39.7
Non-gaming                          1,274       1.7         2,044      2.8
Marketing, general and
  administrative                   24,649      33.2        21,587     29.8
Management fee-
  Boomtown, Inc.                    1,068       1.4           960      1.3
Depreciation and
  amortization                      2,415       3.3         2,741      3.8
                                ---------   -------     ---------   ------
                                   55,031      74.1        56,154     77.4

Income from operations             19,272      25.9        16,377     22.6
Interest and other
  expense, net                     (4,879)     (6.5)       (4,305)    (5.9)
                                ---------   -------     ---------   ------

Net income                      $  14,393      19.4%    $  12,072     16.7%
                                ---------   -------     ---------   ------
                                ---------   -------     ---------   ------

FISCAL 1996 COMPARED TO FISCAL 1995

     Total revenues for the year ended September 30, 1996 were $72.5 million, 
2.3% lower than the $74.3 million generated during the prior fiscal year. 
Gaming revenues, representing 96.1% of total revenues for the year declined 
3.4% from $72.2 million.  Gaming revenues are derived from the Company's 912 
slot machines and 56 table games.  Slot machines contributed approximately 
75% of total gaming revenues during both fiscal 1996 and 1995.  The reduction 
in gaming revenues resulted from fewer passengers on the Company's gaming 
riverboat. During fiscal 1996 the Partnership had 1,524,000 in admissions, 
down 9.9% from fiscal 1995 due primarily to additional cruising of the 
riverboat.  The additional cruising was due to Louisiana's stricter 
enforcement of cruising regulations which are in effect for all gaming 
riverboats operating in the state.  Riverboats are required to cruise for 90 
minutes every 3 hours, and beginning in the late summer 1995 Louisiana State 
Police began strict enforcement of this regulation.  Although the number of 
admissions and gaming passengers has declined in fiscal 1996 the Partnership 
experienced an increase in the average win per passenger from approximately 
$42.00 in fiscal 1995 to $46.00 in fiscal 1996.  This is attributable to 
having a higher level of gaming clientele as compared to a higher level of 
"sightseers" during the prior year.

     Non-gaming revenues are generated from the Partnership's family 
entertainment center ("Fun Center"), food and beverage sales, a cabaret show 
and other promotional revenues.  During fiscal 1996 the Partnership recorded 
$2.9 million in non-gaming revenues as compared to $2.1 million recorded 
during the prior year period.  This was due to the expansion of the cabaret 
showroom to include food and beverage sales as well as additional revenues 
generated from the fun


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center.  The Partnership has undergone additional efforts to improve the 
availability and quality of its food products in an effort to attract more 
gaming and non-gaming patrons to the property.

     The property's gaming margin decreased $5.6 million during fiscal 1996 
to $40.9 million as compared to $46.5 million recorded during fiscal 1995. 
The gaming margin percentage fell from 64.5% to 58.6% primarily as a result 
of a change in the calculation of gaming taxes, resulting in a financial 
statement reclassification.  During fiscal 1996, the gaming taxes were 
calculated as a percentage of revenue and charged to gaming operating costs.  
In the prior year, the taxes were calculated based on a flat charge per 
admission and recorded as general and administrative expenses.  Additionally, 
during fiscal 1996 the gaming margin was negatively affected by gaming leases 
entered into in April 1995 resulting in additional charges of $466,000 during 
fiscal 1996.  The overall decline in the gaming margin was offset by a 
reduction of $752,000 in payroll costs due to more efficient management of 
the games departments. 

     The Company's non-gaming margin fell from $872,000 during fiscal 1995 to 
$813,000 during fiscal 1996 primarily resulting from an increase in food and 
beverage costs in an effort to attract more gaming and non-gaming patrons. 
Additionally, the reduction was caused by a slight reduction in the fun 
center revenue from more sharing agreements entered into with fun center 
games vendors. 

     Marketing expenses were $4.3 million during fiscal 1996 as compared to 
$3.8 million during the prior year.  The increase is due to the additional 
advertisement of live entertainment bands at the Company's cabaret, the 
promotion of outdoor events and special functions held during fiscal 1996. 
Additionally, the higher marketing expenses were due to additional bus tour 
expenses in efforts to bring new gaming patrons and higher players club 
redemption fees as the Company's players club program expands and becomes 
more mature.

     General and administrative ("G & A"), expenses were $17.3 million during 
fiscal 1996, as compared to $20.9 million during the prior year, resulting in 
a $3.6 million or 17.2% decline from the prior year.  The decline in G &A 
expenses resulted from the reclassification of gaming taxes to gaming 
expenses and lower payroll costs offset by higher insurance premiums and 
medical related expenses as well as additional surveillance costs due to 
State police staffing requirements.  Also, during fiscal 1996 the Partnership 
was charged management fees of $960,000 as compared to $1.1 million during 
fiscal 1995 by Boomtown, Inc.  Boomtown, Inc. is responsible for managing the 
operations of the Partnership and charges its subsidiaries a pro-rata share 
of the costs incurred relative to this management function.  Depreciation and 
amortization expenses were $2.7 million and $2.4 million during the fiscal 
years ended September 30, 1996 and 1995, respectively.  The Company incurred 
depreciation primarily on the riverboat, the land-based facility and all 
equipment, furniture and fixtures. During fiscal 1996 the property increased 
its depreciable asset base by approximately $2.8 million.

     The Partnership incurred interest and other expenses of $4.3 million 
during fiscal 1996, 11.7% lower than the $4.9 million recorded in the prior 
year period.  This decline is a result of less interest charged on the note 
payable to Boomtown, due to lower outstanding balances.  


LIQUIDITY AND CAPITAL RESOURCES


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     The Partnership believes that its current available cash and cash 
equivalents and anticipated cash flow from operations, will be sufficient to 
fund the Partnership's ongoing working capital and normal recurring capital 
expenditures through the end of fiscal 1997.  The Partnership does not 
believe such sources of liquidity will be sufficient to fund its proposed 
expansion projects as described above.  The Partnership believes that 
expansion of its existing facilities is important for continued growth.  If 
the project, as described above was to proceed, the Partnership anticipates 
that such financing, subject to certain restrictions set forth in the First 
Mortgage Notes, would come from one or more of a number of sources, including 
cash flow from operations, bank financing, vendor financing or debt, joint 
ventures, equity financing, other long-term debt or additional advances from 
Boomtown.  However, there can be no assurance that such financing will be 
available on terms acceptable to the Partnership or that any proposed 
expansion projects by the Partnership will ever be completed.  Further, given 
the rapidly changing national competitive and legal environments related to 
gaming, the Partnership's future operating results are highly conditional and 
could fluctuate significantly.  Should cash flow from the Partnership's 
operations be below expectations, the Partnership may have difficulty in 
satisfying capital requirements. 
     
     The statements set forth above regarding the Partnership's estimates of 
its liquidity and capital expenditure requirements and the sufficiency of its 
resources are "forward-looking statements" within the meaning of Section 27A 
of the Securities Act of 1933, as amended, and Section 21E of the Securities 
Exchange Act of 1934, as amended, and are subject to the safe harbors created 
thereby.  Future operating results of the Partnership and its liquidity may 
be adversely affected or otherwise fluctuate significantly as a result of a 
number of factors, including without limitation, seasonality, weather 
conditions, the general level of demand for casino gaming and entertainment 
facilities, competition in the gaming industry, and uncertainties in general 
economic, regulatory and political conditions affecting the gaming industry, 
difficulties in integrating the businesses of Boomtown and Hollywood Park 
following the proposed Merger and lack of financing following the proposed 
Merger with Hollywood Park.  For example, revenues and operating income were 
adversely affected by Louisiana's recently enacted strict cruising 
regulations which are in effect for riverboat casinos in the New Orleans 
area.  Any of the above factors, among others, could cause the Partnership's 
operating results and liquidity to be weaker than expected, and could cause 
the Partnership's cash requirements to differ materially from the 
Partnership's current estimates.

GUARANTEE OF BOOMTOWN NOTES BY THE PARTNERSHIP

     In November 1993, Boomtown closed the issuance and sale of an aggregate 
of $103.5 million principal amount of 11-1/2% First Mortgage Notes due 
November 1, 2003 (the "Notes") and warrants to purchase 472,000 shares of 
Boomtown's Common Stock.  Payment of the principal, interest and any other 
amounts owing under the Notes has been unconditionally guaranteed by certain 
subsidiaries of Boomtown, including the Partnership.  See the Indenture, 
which is hereby incorporated by reference, attached as Exhibit 12.36 to 
Boomtown, Inc.'s Annual Report on Form 10-K for the year ended September 30, 
1994. 

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information is incorporated by reference to the financial statements 
data listed in Item 14 of Part IV of this report.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE


                                        10

<PAGE>

     Not applicable. 













                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
          ON FORM 8-K


                                    11

<PAGE>

(a)  The following items are filed as part of this report:
               
          
Item 1.   FINANCIAL STATEMENTS 

     Report of Ernst & Young LLP, Independent Auditors  . . . . .  13

     Balance Sheets, September 30, 1995 and 1996  . . . . . . . .  14

     Statements of Operations for the years  
     ended September 30, 1994, 1995 and 1996  . . . . . . . . . .  15

     Statements of Partners' Capital for the years 
     ended September 30, 1994, 1995 and 1996  . . . . . . . . . .  16
          
     Statements of Cash Flows for the years 
     ended September 30, 1994, 1995 and 1996  . . . . . . . . . .  17
          
     Notes to Financial Statements  . . . . . . . . . . . . . . .  18
          
          
Item 2.   FINANCIAL STATEMENT SCHEDULES

     Valuation and Qualifying Accounts  . . . . . . . . . . . . .  24

     All other schedules are omitted because they are not applicable or the
     required information is shown in the financial statements or notes
     thereto.
           
Item 3.   EXHIBITS

     The Exhibits listed on the accompanying index immediately following 
     the signature page are filed as part of this Report.                   
          

(b)  Reports on Form 8-K.  Not applicable.

(c)  Exhibits
        See Item 14(a)(3) above.

(d)  Financial Statement Schedules
        See Item 14(a)(2) above.


                                      12

<PAGE>

                 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Executive Committee
Louisiana-I Gaming, L.P.,
a Louisiana Limited Partnership

We have audited the accompanying balance sheets of Louisiana-I Gaming, L.P. 
(the Partnership), a Louisiana limited partnership, as of September 30, 1995 
and 1996, and the related statements of operations, and statements of 
partners' capital and cash flows for each of the three years in the period 
ended September 30, 1996.  Our audits also included the financial statement 
schedule listed in the Index at Item 14(a).  These financial statements and 
schedule are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of the Partnership at September 
30, 1995 and 1996, and the results of its operations and its cash flows for 
each of the three years in the period ended September 30, 1996, in conformity 
with generally accepted accounting principles.  Also, in our opinion, the 
related financial statement schedule, when considered in relation to the 
basic financial statements taken as a whole, presents fairly in all material 
respects the information set forth therein.

New Orleans, Louisiana
November 6, 1996,
   except for Note 9, as to which
   the date is November 18, 1996


                                       13

<PAGE>
   
                           LOUISIANA - I GAMING, L.P.

                                BALANCE SHEETS
                                (in thousands)
     
                                                          September 30,  
                                                       1995           1996 
                                                     --------      ---------
ASSETS:
Current assets:
   Cash and cash equivalents                         $  3,072      $  3,512
   Accounts receivable, net                               147            94
   Inventories                                            567           205
   Prepaid expenses                                     1,369         1,357
                                                     --------      ---------
               Total current assets                     5,155         5,168

Property and equipment, at cost, net (Note 2)          55,716        55,776
Other assets                                              302           161
                                                     --------      ---------
     Total assets                                    $ 61,173      $ 61,105
                                                     --------      ---------
                                                     --------      ---------

LIABILITIES AND PARTNERS' CAPITAL:                                         
Current liabilities:
   Accounts payable                                      $732          $704
   Accrued compensation                                   609           843
   Other accrued liabilities                            2,787         2,907
   Note payable - Boomtown, Inc.                       36,290        25,695
   Accrued interest payable - Boomtown, Inc. (Note 3)     322           242
   Long-term debt due within one year (Note 4)          1,604         2,097
                                                     --------      ---------
               Total current liabilities               42,344        32,488

Commitment and contingencies (Note 5)

Long-term debt due after one year (Note 4)              3,750         2,288

Deferred gain                                             213           112

Partners' capital:
     General partner                                      743         1,301
     Limited partners                                  14,123        24,916
                                                     --------      ---------
               Total partners' capital                 14,866        26,217
                                                     --------      ---------
      Total liabilities and partners' capital        $ 61,173      $ 61,105
                                                     --------      ---------
                                                     --------      ---------

    

                             See accompanying notes.

                                       14


<PAGE>


                              LOUISIANA - I GAMING, L.P. 

                               STATEMENTS OF OPERATIONS
                                   (in thousands)


                                               Years ended September 30,   
                                          ---------------------------------
                                            1994         1995         1996 
                                          ---------    --------    --------
Revenues:
   Gaming                                  $12,100      $72,157     $69,674
     Family entertainment center                --          789         884
     Food and beverage                          41          589         583
     Cabaret                                    --          333         823
     Other income                               61          435         567
                                          ---------    --------    --------
                                            12,202       74,303      72,531

Costs and expenses:
Gaming                                       4,122       24,759      27,127
     Gaming equipment leases                    --          866       1,695
     Family entertainment center                --          459         562
     Food and beverage                          62          607         719
     Cabaret                                    --          208         683
     Other operating expenses                   --           --          80
     Marketing                                 574        3,762       4,295
     Management fee-Boomtown, Inc.              --        1,068         960
     General and administrative              3,355       20,887      17,292
     Pre-opening expenses                    5,272           --          --
     Depreciation and amortization             249        2,415       2,741
                                          ---------    --------    --------
                                            13,634       55,031      56,154
                                          ---------    --------    --------

Income (loss) from operations               (1,432)      19,272      16,377
Interest and other income (expense), net      (521)      (4,879)     (4,305)
                                          ---------    --------    --------
Net income (loss)                          ($1,953)     $14,393     $12,072
                                          ---------    --------    --------

Net income (loss) allocated to partners:
     General partner                          ($98)        $720        $604
     Limited partners                       (1,855)      13,673      11,468
                                          ---------    --------    --------
                                           ($1,953)     $14,393     $12,072
                                          ---------    --------    --------
                                          ---------    --------    --------


                               See accompanying notes.

                             LOUISIANA - I GAMING, L.P. 

                                         15

<PAGE>


                           STATEMENTS OF PARTNERS' CAPITAL
                   Years ended September 30, 1994, 1995 and 1996
                                   (in thousands)




                                   
                                               Limited Partners
                                          -------------------------
                                                                       Total
                                General    Boomtown                  Partners'
                                Partner      Inc.         Other       Capital 
                                -------    ---------     --------   ---------

Balances, September 30, 1993     $   --    $      --     $     --    $     --

    Capital contributions           250        4,750            1       5,001
     Net loss                     ($ 98)      (1,855)          --      (1,953)
                                -------    ---------     --------   ---------

Balances, September 30, 1994        152        2,895            1       3,048

     Net income                     720       12,740          933      14,393
     Distributions                 (129)      (2,252)        (193)     (2,574)
                                -------    ---------     --------   ---------

Balances, September 30, 1995        743       13,383          741      14,867

     Net income                     604       10,563          905      12,072
     Distributions                  (46)        (572)        (104)       (722)
                                -------    ---------     --------   ---------

Balances, September 30, 1996     $1,301    $  23,374     $  1,542    $ 26,217
                                -------    ---------     --------   ---------
                                -------    ---------     --------   ---------


                                 See accompanying notes.


                                LOUISIANA - I GAMING, L.P. 
                                 STATEMENTS OF CASH FLOWS


                                          16

<PAGE>


               Increase (decrease) in cash and cash equivalents
                               (in thousands)


                                                    Years ended September 30,
                                                -------------------------------
                                                   1994       1995       1996 
                                                ---------  ---------  ---------
Cash flows from operating activities:
   Net income (loss)                             ($1,953)   $14,393   $ 12,072
   Adjustments to reconcile net income (loss) 
       to net cash provided by (used in) 
       operating activities:                      
   Depreciation and amortization                     249      2,415      2,741
   Loss (gain) on the sale of property                                 
         and equipment                                --        144       (93)
Changes in operating assets and liabilities:
   Accounts receivable, net                          (78)       (69)       19
   Inventories                                      (467)      (100)      310
   Prepaid expenses                               (1,225)      (144)       11
   Other assets                                      (85)       109       112
   Accounts payable                                  299        433       (28)
   Accrued compensation                              348        261       234
   Other accrued liabilities                       1,251      1,422       119
   Accrued interest payable-Boomtown, Inc.           132        190       (79)
                                                ---------  ---------  ---------
         Net cash provided by 
           (used in) operating activities         (1,529)    19,054    15,418
                                                ---------  ---------  ---------

Cash flows from investing activities:
   Proceeds from sale of property               
        and equipment                                 --      6,653         2
   Increase in construction related payables       1,128     (1,128)       --
   Reductions of other assets                        151         --        --
   Payments for purchases of property
        and equipment                            (52,641)   (10,943)   (1,718)
                                                ---------  ---------  ---------
         Net cash used in investing activities   (51,362)    (5,418)   (1,716)
                                                ---------  ---------  ---------

Cash flows from financing activities:
   Advances from Boomtown, Inc.                   (1,400)        --        --
   Note payable-Boomtown, Inc.                    51,917    (18,008)  (11,537)
   Loan costs                                         --       (101)       --
   Proceeds from long-term debt                       --      6,206        --
   Principal payments on long-term debt               --     (1,095)   (1,725)
   Equity investment by general partner              250         --        --
   Equity investment by Boomtown, Inc.             4,750         --        --
   Equity investment by limited partner                1         --        --
   Partnership distributions                          --       (193)       --
                                                ---------  ---------  ---------
        Net cash provided by (used in)
         financing activities                     55,518    (13,191)  (13,262)
                                                ---------  ---------  ---------

Net increase in cash and cash equivalents          2,627        445       440

Cash and cash equivalents:
   Beginning of year                                  --      2,627     3,072
                                                ---------  ---------  ---------
   End of year                                   $ 2,627   $  3,072  $  3,512
                                                ---------  ---------  ---------
                                                ---------  ---------  ---------


                                    See accompanying notes


                                             17


<PAGE>

                                 LOUISIANA - I GAMING, L.P. 

                                NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

     BASIS OF PRESENTATION AND NATURE OF BUSINESS - Louisiana-I Gaming, L.P. 
(the "Partnership" or the "Company"), a Louisiana limited partnership is a 
majority owned and controlled partnership of Boomtown, Inc. ("Boomtown"). 
Boomtown owns an 87.5% limited partnership interest and through its 
wholly-owned subsidiary, Louisiana Gaming Enterprises, Inc. (a Louisiana 
corporation and the general partner of the Partnership), Boomtown owns an 
additional 5% interest in the Partnership.  The remaining 7.5% limited 
partnership is owned by an individual (see Note 9).  The Partnership was 
formed on April 20, 1993 and was in the construction and development phase 
and had no operating revenues or expenses until commencing gaming operations 
on August 6, 1994.  Under the terms of the partnership agreement, after three 
years of operation, either Boomtown or the individual may exercise an option 
to convert the individual's ownership interest in the Partnership into 
Boomtown common stock or cash, at an amount calculated per the partnership 
agreement.  The partnership agreement also provides for quarterly 
distributions to be made to the partners.
     
     USE OF ESTIMATES - The accompanying financial statements have been 
prepared in conformity with generally accepted accounting principles which 
require the Company's management to make estimates and assumptions that 
affect the amounts reported therein.  Actual results could vary from such 
estimates.

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of cash on 
hand and in banks.  The Partnership considers highly liquid investments with 
original maturities of three months or less as cash equivalents.  The 
Partnership paid interest of approximately $387,000, $4,629,000 and 
$3,672,000 on a note payable to Boomtown in 1994, 1995 and 1996, 
respectively.  Loan fees of $242,000 were excluded from proceeds of long-term 
debt acquired during the year ended September 30, 1995.

     FAIR VALUES OF FINANCIAL INSTRUMENTS - The carrying amounts reported in 
the accompanying balance sheets for cash and cash equivalents approximate 
their respective fair values.  The carrying amounts of the Company's 
borrowings under its debt agreements approximate their fair value.  The fair 
value was based on the Company's current incremental borrowing rates for 
similar types of borrowing arrangements.

     CONCENTRATION OF CREDIT RISK - The Partnership places its temporary cash 
in an interest-bearing account with a financial institution.  The account is 
collateralized by securities issued by the United States Government and other 
high quality credit instruments.

     INVENTORIES - Inventories consist primarily of food and beverage stock 
and uniforms and are stated at the lower cost (determined using the first-in, 
first-out method) or market.
     
     ADVERTISING COSTS - Advertising costs are expensed as incurred and 
totaled $306,000, $1.4 million and $1.4 million in fiscal 1994, 1995 and 
1996, respectively.

     DEPRECIATION AND AMORTIZATION - Depreciation of property and equipment 
is provided on the straight-line method over the useful lives of the 
respective assets which range from three to thirty-five years.


                        LOUISIANA - I GAMING, L.P. 

                                    18

<PAGE>

                        NOTES TO FINANCIAL STATEMENTS

PRE-OPENING EXPENSES - Pre-opening expenses were associated with the 
acquisition, development and opening of the riverboat casino.  These amounts 
include items that were capitalized as incurred prior to opening and items 
that are directly related to the opening of the dockside casino.  Such 
amounts were expensed when the Partnership commenced gaming operations on 
August 6, 1994.

     INCOME TAXES - No provision for income taxes has been made in the 
accompanying financial statements since any liability is that of the partners 
and not of the Partnership.  The book basis exceeded the tax basis of the 
Partnerships' assets and liabilities by approximately $220,000 and 
$3,300,000, respectively at September 30, 1995 and 1996.

     GAMING REVENUES AND PROMOTIONAL ALLOWANCES - In accordance with industry 
practice, the Partnership recognizes as gaming revenues the net win from 
gaming activities, which is the difference between gaming wins and losses.  
Revenues in the accompanying statements of operations exclude the retail 
value of food, beverage and other promotional allowances provided to 
customers without charge. The estimated costs of providing such promotional 
allowances have been classified as gaming operating expenses through 
interdepartmental allocations as follows:

                                                Years ended September 30,     
                                        ---------------------------------------
                                          1994           1995           1996 
                                        ---------     ----------     ----------

     Food and beverage                  $612,000      $2,092,000     $2,509,000
     Other                                 7,000           1,000          1,000
                                        ---------     ----------     ----------
     Total costs allocated to gaming
          operating expenses            $619,000      $2,093,000     $2,510,000
                                        ---------     ----------     ----------
                                        ---------     ----------     ----------

     RECLASSIFICATIONS - Certain reclassification have been made to the 1994 and
1995 financial statements to conform to the 1996 presentation.

2.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consists of the following: 
     
                                                 September 30,  
                                       --------------------------
                                           1995             1996 
                                       --------------------------

     Boat                              $18,925,000    $18,925,000
     Buildings and improvements         28,201,000     28,299,000
     Land                                4,943,000      4,943,000
     Equipment                           3,009,000      5,390,000
     Furniture and fixtures              2,388,000      2,678,000
     Construction-in-progress              505,000        506,000
                                       -----------    -----------
                                        57,971,000     60,741,000
     Less accumulated depreciation       2,255,000      4,965,000
                                       -----------    -----------
                                       $55,716,000    $55,776,000
                                       -----------    -----------
                                       -----------    -----------

     The construction-in-progress at September 30, 1995 and 1996, relates
primarily to costs associated with the construction of level two of the land-
based facility.
     Amortization of leased assets is included in depreciation and amortization
expense.


                          LOUISIANA - I GAMING, L.P. 

                                       19

<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

3.   NOTE PAYABLE - BOOMTOWN, INC.

     Note Payable - Boomtown, Inc., consists of advances to the Partnership 
from Boomtown used to fund the pre-opening expenses, construction of the 
land-based facility and gaming boat and to acquire furniture, fixtures and 
equipment.  The principal of the note is variable and is due on demand along 
with the interest. However, management of Boomtown will not require payments 
except to the extent of the Partnership's available cash flows.  Interest is 
calculated on the note at 11.5% and is based on the average monthly 
outstanding balance.  Payments are applied first to accrued interest and then 
to principal.

     Certain cash payments were made by Boomtown on behalf of the 
Partnership, primarily while in the Partnership's development stage, and are 
included in the accompanying statements of cash flows for the year ended 
September 30, 1994.

     The Partnership incurred interest costs of $2,844,000, $4,797,000 and 
$3,592,000 in 1994, 1995 and 1996 on advances and notes from Boomtown, of 
which $2,323,000 and $533,000 was capitalized in fiscal 1994 and 1995, 
respectively.

     The advances, note payable, accrued interest payable and interest 
expenses to Boomtown are eliminated in the consolidated financial statements 
of Boomtown.

4.   LONG-TERM DEBT 

     Long-term debt consists of the following:

                                                  September 30,
                                          ----------------------------
                                              1995           1996
                                          ----------------------------
     13% note payable                     $4,336,000        $3,227,000
     11.5% note payable                    1,018,000           538,000
     10.5% capital lease obligation               --           620,000
                                          ----------        ----------
                                           5,354,000         4,385,000
     Less amounts due in one year          1,604,000         2,097,000
                                          ----------        ----------
                                          $3,750,000        $2,288,000
                                          ----------        ----------
                                          ----------        ----------

     Principal maturities of long-term debt by fiscal year as of September 
30, 1996 are $2,097,000 in 1997, $1,765,000 in 1998, and $523,000 in 1999.

     The 13% note is secured by a first preferred mortgage on the boat with a 
net book value of $17,296,000 as of September 30, 1996.  This note is payable 
in 48 monthly installments of approximately $134,000 and matures in January 
1999.


                           LOUISIANA - I GAMING, L.P. 

                          NOTES TO FINANCIAL STATEMENTS 


                                        20

<PAGE>

The 11.5% note payable is secured by various furniture, fixtures and 
equipment with a net book value of approximately $873,000 as of September 30, 
1996.  This note payable is payable in 36 monthly installments of 
approximately $48,000 and matures in September 1997.

     The 10.5% capital lease obligation is secured by various furniture, 
fixtures and equipment with a net book value of $1,046,000 as of September 
30, 1996.  This note payable is payable in 30 monthly installments of 
approximately $26,000 and matures in September 1998.

5.   COMMITMENTS AND CONTINGENCIES

     OPERATING LEASES - The Partnership leases various billboards and operating
equipment under noncancelable operating lease arrangements with terms in excess
of one year.
     
     SLOT MACHINE LEASE UNDER AGREEMENT - On March 29, 1995, the Partnership 
sold 789 slot machines to Marquis Leasing Company, a subsidiary of First 
National Bank of Commerce ("Marquis") for $5.1 million.  Simultaneously with 
the sale, the Partnership leased the slot machines for three years and was 
granted the option to purchase the leased assets for the greater of the fair 
market value at the end of the lease or the residual value as stated in the 
lease agreement.  This transaction resulted in a deferred gain of $327,072, 
which is being amortized over the term of the lease.
     
     FURNITURE, FIXTURES AND EQUIPMENT LEASE UNDER AGREEMENT - On November 
14, 1994, the Partnership sold furniture, fixtures and equipment to PDS 
Financial Corporation for $1.5 million.  Simultaneously with the sale, the 
Partnership leased the furniture, fixtures and equipment for three years and 
was granted the option to purchase the furniture, fixtures and equipment at 
the fair market value of the equipment at the end of the lease term.  During 
March 1996, the Company converted this lease to a capital lease obligation 
whereby the residual balance on the operating lease was funded and the 
remaining outstanding balance was converted into a capital lease (Note 4).

     The aggregate future minimum annual rental commitments as of September 
30, 1996, under operating leases having noncancelable lease terms in excess 
of one year are as follows:

     1997                                          $  1,901,000
     1998                                               933,000
     1999                                                16,000
                                                   ------------
                                                   $  2,850,000
                                                   ------------
                                                   ------------
     
     Rental expense during the year ended September 30, 1994, 1995 and 1996 
amounted to approximately $324,000, $2,206,000 and $2,270,000, respectively.
     
     SELF-INSURANCE - The Partnership maintains a plan of partial 
self-insurance for medical and dental coverage for substantially all 
full-time employees and their dependents.  Claims in excess of $75,000 per 
individual beginning March 1, 1995 are fully covered by insurance.  
Management has established reserves considered adequate to cover estimated 
future payments on claims.

     
                           LOUISIANA - I GAMING, L.P. 

                          NOTES TO FINANCIAL STATEMENTS 


                                       21

<PAGE>

     DEBT GUARANTEES - On November 24, 1993, Boomtown completed the private 
placement of $103.5 million of 11.5% First Mortgage Notes due November 2003 
(the "Notes").  The Notes are secured by, among other things, a full and 
unconditional guarantee by the Partnership, as defined in the indenture 
relating to the Notes.  The Indenture governing the Notes places certain 
business, financial and operating restrictions on Boomtown and its 
subsidiaries including, among other things, the incurrence of additional 
indebtedness, issuance of preferred equity interests and entering into 
operating leases; limitations on dividends, repurchases of capital stock of 
Boomtown and redemption of subordinated debt; limitations on transactions 
with affiliates; limitations on mergers, consolidations and sales of assets; 
limitations on amending existing partnership and facility construction 
agreements; and limitations on the use of proceeds from the issuance of the 
Notes.
     
     In addition, the Partnership is a guarantor for a promissory note, with 
an outstanding principal balance of $442,000 at September 30, 1996 of Blue 
Diamond Hotel & Casino, Inc., a majority owned and controlled partnership of 
Boomtown. 
     
6.   401(k) PLAN

     The Company's employees are covered under the Boomtown, Inc., 401(k) 
Plan (the "Plan").  Under the Plan, the Company will match 50% of employees' 
contributions up to a maximum of 5% of the employees' wages.  The Company 
recorded approximately $4,000, $23,000 and $114,000 in expense during the 
years ended September 30, 1994, 1995 and 1996, respectively, related to their 
matching contributions.

7.   MANAGEMENT FEE 

     Boomtown is responsible for managing the operations of the Company and 
other of its subsidiaries (collectively the "Subsidiaries").  During 1996, 
the Company charged the Subsidiaries for their pro-rata share of the costs it 
incurred relative to this management function (the "Management Fee").  During 
the years ended September 30, 1995 and 1996, the Company recorded Management 
Fees of $1,068,000 and $960,000, respectively (none for 1994).

8.   SUBSEQUENT EVENTS

     MINORITY PURCHASE AGREEMENT - On November 18, 1996 the Company entered 
into an agreement with Eric Skrmetta in which the Company agreed to pay 
$5,673,000 in return for Skrmetta's 7  1/2% interest in the Partnership in 
addition to releasing the Company from any and all claims, liabilities and 
causes of action of any kind arising from or related to the Partnership 
agreement.  The terms set forth thereto require Boomtown to pay a down 
payment of $500,000 on or before December 5, 1996 and the remaining 
$5,173,000 to be paid not later than August 10, 1997.  Additionally, the 
$5,173,000 shall be reduced by a discount for the time that the amount or any 
portion thereof is paid in full prior to August 10, 1997.

     For a full discussion of the terms of the minority purchase agreement as 
described above see exhibit number 10.3(4) attached in the schedule of 
exhibits of this filing.

                       LOUISIANA - I GAMING, L.P. 

                      NOTES TO FINANCIAL STATEMENTS 

                                   22

<PAGE>

8.   SUBSEQUENT EVENTS (CONTINUED)

     BOOMTOWN'S PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") 
- On April 23, 1996, Boomtown entered into an Agreement and Plan of Merger 
(the "Merger Agreement") with Hollywood Park relating to the strategic 
combination of Hollywood Park and Boomtown.  Pursuant to the Merger Agreement 
and subject to the terms and conditions set forth therein, Boomtown would 
become a wholly-owned subsidiary of Hollywood Park (the "Merger").  Pursuant 
to the Merger Agreement, at the effective date of the Merger (the "Effective 
Date"), each issued and outstanding share of Boomtown Common Stock will be 
converted into the right to receive 0.625 (the "Exchange Ratio"), of a share 
of Hollywood Park Common Stock. The Merger is intended to be structured as a 
tax-free reorganization.  The shareholders of Boomtown and Hollywood Park 
have approved the Merger.  To date, the Merger has only been approved by 
Mississippi gaming authorities.  The Merger is subject to the approval of 
other relevant gaming jurisdictions including Louisiana.
     
     Certain additional matters relating to the signing of the Merger 
Agreement and a complete description of the Merger Agreement are more fully 
described in the Company's Form 8-K dated April 23, 1996, including the 
Agreement and Plan of Merger filed as exhibit 2.1 thereto, and filed with the 
Securities and Exchange Commission on May 3, 1996.
     
          On November 5, 1996, referenda on the continuation of riverboat 
gaming were held on a parish-by parish basis in each parish where riverboat 
gaming operations were permitted.  Voters in all parishes in which riverboat 
gaming is currently conducted elected to continue to permit operations.  In 
the Boomtown Belle's parish the continuation of riverboats passed 
overwhelmingly with a 68% approval rate. 


                                    23

<PAGE>

                          LOUISIANA - I GAMING, L.P.

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994

                                (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                     Additions   Deductions
                                       Balance at    Charged to  Write-offs,
                                      beginning of   Costs and     net of      Balance at
     Description                          Period      Expenses   Collections  End of Period
----------------------------------    ------------   ----------  -----------  -------------
<S>                                   <C>            <C>         <C>          <C>
 
Year ended September 30, 1996:
  Deducted from asset accounts:
    Allowance for doubtful accounts:     $  6           $ 32        $ 33          $  5
                                                                               
Year ended September 30, 1995:                                                 
  Deducted from asset accounts:                                                
    Allowance for doubtful accounts:     $  4           $ 42        $ 40          $  6
                                                                               
Year ended September 30, 1994:                                                 
  Deducted from asset accounts:                                                
    Allowance from doubtful accounts     $ --           $  4        $ --          $  4



</TABLE>

                                               24

<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 on this 23rd day 
of December, 1996.

                              Louisiana-I Gaming, L.P.
                              
                              By:  Louisiana Gaming Enterprises, Inc.
                                     its General Partner

     

                              /s/ Timothy J. Parrott
                              -----------------------------------------------
                              Timothy J. Parrott, Chairman of the Board and
                              Chief Executive Officer


                              POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Timothy J. Parrott and Phil Bryan and
each of them acting individually, as such person's true and lawful attorneys-in-
fact and agents, each with power of substitution, for such person, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Report on Form 10-K, and to file with same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on Form 10-K has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

     Signature                     Title                            Date      
--------------------------------------------------------------------------------

/s/ Timothy J. Parrott   Chairman of the Board and Chief       December 27, 1996
----------------------   Officer (Principal Executive Officer)                  
Timothy J. Parrott       

/s/ Phil E. Bryan        President and Director                December 27, 1996
----------------------
Phil E. Bryan

/s/ Jon L. Whipple       Vice President of Finance (Principal  December 27, 1996
----------------------   Financial and Accounting Officer) 
Jon L. Whipple           

/s/ Robert F. List       Director                              December 27, 1996
----------------------
Robert F. List           



                                           25

<PAGE>

                                    SCHEDULE OF EXHIBITS

EXHIBIT
NUMBER                                  DESCRIPTION        
                                    

10.1(1)  Letter of Intent dated as of March 26, 1993 among Boomtown, Inc., The
         Skrmetta Group, Inc. and Skrmetta Machinery Corporation, relating
         to the property in Harvey, Louisiana.

10.2(2)  Letter Agreement dated April 16, 1993 among Boomtown, Inc., 
         Raphael Skrmetta, The Skrmetta Group and Skrmetta Machinery
         Corporation.

10.3(3)  Purchase Agreement dated as of November 3, 1993 among Boomtown, Inc.,
         Boomtown Hotel & Casino, Inc., Blue Diamond Hotel & Casino, Inc.,
         Louisiana-I Gaming, L.P., Louisiana Gaming Enterprises, Inc., 
         Mississippi-I Gaming, L.P.,  Bayview Yacht Club, Inc., Oppenheimer 
         & Co., Inc. and Sutro & Co. Incorporated. 

10.3(4)  Minority Purchase Agreement dated November 18, 1996 among Louisiana-I
         Gaming, Inc., Boomtown, Inc. and Eric Skrmetta.

_______________________

(1)  Incorporated by reference to the exhibit filed with Boomtown's Current
     Report on Form 8-K filed with the SEC on April 1, 1993.

(2)  Incorporated by reference to the exhibit filed with Boomtown's Registration
     Statement on Form S-1 (File No. 33-61198), effective May 24, 1993.

(3)  Incorporated by reference to the exhibit filed with Boomtown's Form 10-K
     for the fiscal year ended September 30, 1993.


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