<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

                                QUARTERLY REPORT 
                        Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934


For the quarter ended March 31, 1997            Commission File Number 0-20648


                                  BOOMTOWN, INC.
              (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                      94-3044204
 (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification No.) 


     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




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  ____

On May 14, 1997, the registrant had outstanding 9,282,690 shares of its 
common stock, $.01 par value. 

<PAGE>

                                  BOOMTOWN, INC.



PART I.  FINANCIAL INFORMATION



        Item 1. Consolidated Financial Statements (Unaudited)

                Consolidated Balance Sheets, September 30, 1996 
                and March 31, 1997 . . . . . . . . . . . . . . . . . . . . .  3

                Consolidated Statements of Operations For the Three and 
                Six Months Ended March 31, 1996 and 1997 . . . . . . . . . .  4

                Consolidated Condensed Statements of Cash Flows For the 
                Six Months Ended March 31, 1996 and 1997 . . . . . . . . . .  5

                Notes to Consolidated Financial Statements . . . . . . . . .  6

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations. . . . . . . . . . . . . 13


PART II.  OTHER INFORMATION 

        Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  17

        Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . .  17
        
        Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . .  17

        Item 4. Submission of Matters to a Vote of Security Holders . . . .  17

        Item 5. Other Information . . . . . . . . . . . . . . . . . . . . .  17
        
        Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .  17


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18


SCHEDULE OF EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

                                       2
<PAGE>

                      PART I - FINANCIAL INFORMATION
                                     
                ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS.

                              BOOMTOWN, INC.
                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    September 30,     March 31, 
                                                                        1996             1997
                                                                   --------------   -------------
ASSETS:                                                                              (unaudited)
<S>                                                                <C>              <C>
Current assets:
   Cash and cash equivalents                                       $ 23,100,628     $ 20,783,332
   Accounts receivable, net                                             941,657        1,489,670
   Income taxes receivable                                            1,814,767          253,857
   Inventories                                                        1,725,086        1,943,962
   Prepaid expenses                                                   7,333,578        4,908,411
   Other current assets                                               1,761,874        1,567,360
                                                                   --------------   -------------
               Total current assets                                  36,677,590       30,946,592

Property, plant and equipment at cost, net                          145,330,557      147,365,822
Goodwill, net                                                         6,267,473       10,047,599
Notes receivable from a related party                                 8,685,772        8,685,772
Other assets                                                          9,026,506       10,553,002
                                                                   --------------   -------------
                                                                   $205,987,898     $207,598,787
                                                                   --------------   -------------
                                                                   --------------   -------------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                                $  3,812,207     $  3,436,083
   Accrued compensation                                               3,610,527        3,404,696
   Other accrued liabilities                                          8,823,737       13,852,088
   Accrued interest payable                                           5,004,669        5,012,558
   Income taxes payable                                                 750,891          789,160
   Long-term debt due within one year                                 5,031,803        5,253,817
                                                                   --------------   -------------
               Total current liabilities                             27,033,834       31,748,402

Long-term debt due after one year                                   103,729,330      102,949,290
Deferred income taxes                                                 3,183,322        3,380,737
Deferred gain on sale leaseback                                         112,270               --
Minority interest                                                     1,541,904               --

Contingencies (Note 3)  

Stockholders' equity:
   Common stock, $.01 par value, 20,000,000 shares authorized, 
      9,266,193 and 9,282,690 issued and outstanding, at 
        September 30,1996 and March 31, 1997, respectively,
          net of note receivable from stockholder of $221,000       103,652,658      103,774,076
   Accumulated deficit                                              (33,265,420)     (34,253,718)
                                                                   --------------   -------------
Total stockholders' equity                                           70,387,238       69,520,358
                                                                   --------------   -------------
                                                                   $205,987,898     $207,598,787
                                                                   --------------   -------------
                                                                   --------------   -------------
</TABLE>
                             See accompanying notes.

                                       3
<PAGE>

                                BOOMTOWN, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended                 Six Months Ended
                                                                  March 31,                         March 31,
                                                            1996             1997              1996              1997
                                                        -----------      -----------      ------------      ------------
<S>                                                     <C>              <C>              <C>               <C>
REVENUES:
Gaming/hotel operations:
        Gaming                                          $46,376,456      $48,555,613      $ 91,369,592      $ 94,122,733
        Family entertainment center                       1,348,797        1,230,013         2,706,429         2,472,012
        Food and beverage                                 3,869,719        4,183,066         7,583,161         8,190,954
        Hotel and recreational vehicle park               1,839,790        1,898,572         3,600,236         3,796,767
        Showroom                                            188,290          206,798           391,889           478,529
Truckstop, service station and mini-mart                  2,702,308        2,978,011         5,499,015         6,232,498
Other income                                                567,384          609,875         1,362,380         1,058,648
                                                        -----------      -----------      ------------      ------------
                                                         56,892,744       59,661,948       112,512,702       116,352,141
COSTS AND EXPENSES: 
    Gaming/hotel operations: 
        Gaming                                           19,287,381       18,999,015        38,087,535        38,221,364
        Gaming equipment leases                           1,723,874        1,098,199         3,393,118         2,615,472
        Family entertainment center                         798,203          792,194         1,633,352         1,693,415
        Food and beverage                                 4,957,570        5,487,067        10,312,252        10,948,264
        Hotel and recreational vehicle park                 788,841          816,712         1,579,121         1,648,648
        Showroom                                            181,987          156,788           331,519           349,126
    Truckstop, service station and mini-mart              2,414,363        2,724,434         4,952,678         5,667,698
    Marketing                                             5,435,912        6,642,511        10,887,151        12,700,048
    General and administrative                           13,602,765       13,326,082        27,267,220        27,477,557
    Property Rent                                         2,341,045        2,386,061         4,659,935         4,700,998
    Depreciation and amortization                         2,741,555        3,106,890         5,298,147         5,924,861
    Future development                                      159,538          293,027           159,538           618,183
                                                        -----------      -----------      ------------      ------------
                                                         54,433,034       55,828,980       108,561,566       112,565,634
                                                        -----------      -----------      ------------      ------------

Income from operations                                    2,459,710        3,832,968         3,951,136         3,786,507
Interest expense, net of capitalized interest            (3,492,027)      (3,465,204)       (6,832,654)       (6,955,699)
Interest income                                             757,147          780,265         1,552,435         1,586,403
Gain on sale of assets                                      101,190          (73,876)           70,300           (71,866)
                                                        -----------      -----------      ------------      ------------
Income (loss) before minority interest in 
  consolidated partnerships and  income taxes              (173,980)        1,074,153       (1,258,783)       (1,654,655)

Minority interest in operations
  of consolidated partnerships                              240,228               --           625,076           (95,699)
                                                        -----------      -----------      ------------      ------------
Income (loss) before income taxes                            66,248        1,074,153          (633,707)       (1,750,354)
Provision (benefit) for income taxes                         17,886          695,502          (325,092)         (762,062)
                                                        -----------      -----------      ------------      ------------
          Net income (loss)                             $    48,362      $   378,651      ($   308,615)    ($    988,292)
                                                        -----------      -----------      ------------      ------------
                                                        -----------      -----------      ------------      ------------
          Net income (loss) per share
             of Common Stock                            $       .01      $       .04      ($       .03)    ($        .11)
                                                        -----------      -----------      ------------      ------------
                                                        -----------      -----------      ------------      ------------
Shares used in calculating net income (loss) 
  per share of Common Stock                               9,552,010        9,829,722         9,242,634         9,275,197
                                                        -----------      -----------      ------------      ------------
                                                        -----------      -----------      ------------      ------------
</TABLE>
                              See accompanying notes.

                                       4
<PAGE>

                                BOOMTOWN, INC.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
               Increase (decrease) in cash and cash equivalents
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                          Six Months Ended 
                                                                              March 31,
                                                                         1996            1997
                                                                    --------------   -------------
<S>                                                                 <C>              <C>
Cash flows from operating activities:
   Net loss                                                         ($    308,615)   ($   988,292)
   Adjustments to reconcile net loss to net 
       cash provided by operating activities:
   Depreciation and amortization                                        5,298,147       5,924,861
   Deferred income taxes                                                  150,000         197,415
   Minority interests in operations of consolidated partnerships          374,925          95,699
   Changes in operating assets and liabilities:
        Accounts receivable, net                                         (141,077)       (548,013)
        Inventories                                                      (454,033)       (218,876)
        Prepaid expenses                                                1,986,535       2,425,167
        Other current assets                                              (11,272)      1,755,424
        Other assets                                                      (43,796)     (1,526,497)
        Accounts payable                                                 (102,196)       (376,124)
        Accrued compensation                                              367,401        (205,831)
        Other accrued liabilities                                        (302,208)       (147,201)
        Accrued interest payable                                           48,695           7,888
        Income taxes payable                                              226,448          38,269
        Pre-payment of property lease                                  (2,480,387)             --
   Other adjustments, net                                                (493,264)       (633,559)
                                                                    --------------   -------------
         Net cash provided by operating activities                      4,115,303       5,800,332
                                                                    --------------   -------------
Cash flows from investing activities:
   Proceeds from sale of property, plant and equipment                    201,121          12,720
   Payments for purchases of property, plant and equipment             (2,750,762)     (4,989,585)
   Payment for purchase of land option at Biloxi property                      --        (200,000)
   Change in construction related payables                                (75,995)             --
                                                                    --------------   -------------
         Net cash used in investing activities                         (2,625,636)     (5,176,865)
                                                                    --------------   -------------

Cash flows from financing activities:
   Net proceeds from additions to long-term debt                        1,063,850              --
   Principal payments on long-term debt                                (1,747,065)     (2,940,763)
                                                                    --------------   -------------
       Net cash used in financing activities                             (683,215)     (2,940,763)
                                                                    --------------   -------------

        Net increase (decrease) in cash and cash equivalents              806,452      (2,317,296)
        
Cash and cash equivalents:
   Beginning of period                                                 20,775,459      23,100,628
                                                                    --------------   -------------
   End of period                                                     $ 21,581,911    $ 20,783,332
                                                                    --------------   -------------
                                                                    --------------   -------------
</TABLE>

                              See accompanying notes.

                                       5
<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        BASIS OF PRESENTATION AND NATURE OF BUSINESS - The accompanying 
unaudited consolidated financial statements have been prepared in accordance 
with the instructions to Form 10-Q and Article 10 of Regulation S-X.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles and should be read in 
conjunction with the Company's 1996 Annual Report filed with the Securities 
and Exchange Commission on Form 10-K for the fiscal year ended September 30, 
1996.  The accounting polices utilized in the preparation of the consolidated 
financial information included herein are the same as set forth in such 
annual report except as modified for interim accounting policies which are 
within the guidelines established in Accounting Principles Board Opinion No. 28.

        INTERIM FINANCIAL INFORMATION - The consolidated balance sheet at 
September 30, 1996 has been taken from the audited financial statements at 
that date.  The interim financial information is unaudited.  In the opinion 
of management, all adjustments considered necessary for a fair presentation 
of its financial position at March 31, 1997, the results of operations for 
the three and six months ended March 31, 1997 and 1996 and cash flows for the 
six months ended March 31, 1997 and 1996, have been included.  The Company's 
operations are seasonal and thus operating results for the three and six 
months ended March 31, 1997 should not be considered indicative of the 
results that may be expected for the fiscal year ending September 30, 1997.

        RECLASSIFICATIONS - Certain reclassifications have been made to the 
fiscal 1996 financial statements to conform to the fiscal 1997 presentation 
which are primarily comprised of overhead costs being charged to the 
functional departments beginning in fiscal 1997.

        The accompanying consolidated financial statements include the 
accounts of the Company and all of its subsidiary companies.  All significant 
intercompany accounts and transactions have been eliminated.

2.  LONG-TERM DEBT

        Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                           SEPTEMBER  30, 1996    MARCH 31, 1997 
                                                           -------------------    --------------
       <S>                                                 <C>                    <C>
       11.5% First Mortgage Notes (net of unamortized
        discount of  approximately $2,448,000 and 
        $2,333,000 as of September 30, 1996 and 
        March 31, 1997, respectively)                           $101,052              $101,167
       13% note payable                                            3,227                 2,615
       11.5% notes payable                                         1,300                   668
       12.25% note payable                                           448                   278
       Capital lease obligations                                   2,734                 3,475
                                                                --------              --------
                                                                 108,761               108,203
        Less amounts due within one year                           5,032                 5,254
                                                                --------              --------
                                                                $103,729              $102,949
                                                                --------              --------
                                                                --------              --------
</TABLE>

                                       6
<PAGE>

                                  BOOMTOWN, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                    (unaudited)

2.  LONG-TERM DEBT (continued)

        The Company's 13%, 11.5% and 12.25% notes payable are secured by 
certain furniture, fixtures and equipment of the Company's subsidiaries.  The 
notes mature in January 1999, September 1997 and January 1998, respectively.

        The capital lease obligations are secured by equipment and mature 
between September 1997 and August 1998.

3.  CONTINGENCIES

        On November 24, 1993, Boomtown completed the private placement of 
$103.5 million of 11.5% First Mortgage Notes due November 2003 (the "Notes").  
Interest on the Notes is payable semi-annually.  The Notes will be 
redeemable at the option of the Company, in whole or in part, on or after 
November 1, 1998, at a premium to the face amount ($103.5 million) which 
decreases on each subsequent anniversary date, plus accrued interest to the 
date of redemption.  The Notes are secured by substantially all of the 
Company's assets.

        The Indenture governing the Notes places certain business, financial 
and operating restrictions on the Company 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; repurchase of capital stock of the Company and redemption of 
subordinated debt; limitations on transactions with affiliates; limitations 
on mergers, consolidations and sale of assets; limitations on amending 
existing partnership and facility construction agreements; and the use of 
proceeds from the issuance of Notes.  The Company will solicit consent of the 
Noteholders in connection with the proposed merger with Hollywood Park and 
intends to solicit consent of the Noteholders in connection with the 
termination of the Las Vegas lease (both items are described in Note 6).

        In October 1994, the Mississippi Gaming Commission adopted a 
regulation which requires, as a condition of license or license renewal, for 
a gaming establishment's plan to include various expenditures including 
parking facilities and infrastructure facilities amounting to at least 25% of 
the casino cost.  Although the Company believes it has satisfied this 
requirement at the Mississippi property, there can be no assurance the 
Mississippi Gaming Commission will not require further development on the 
casino site including hotel rooms and additional parking facilities.  
Additionally, there can be no assurance that the Company will be successful 
in completing such a project or that the Company would be able to obtain a 
waiver if the Company decides not to build.

4.      COMMON STOCK OUTSTANDING AND NET INCOME (LOSS) PER SHARE

        Net income per share of Common Stock is computed based on the 
weighted average number of shares of Common Stock and dilutive Common Stock 
equivalents outstanding during the period.  Net loss per share is computed 
using the weighted average number of shares of Common Stock outstanding and 
common equivalent shares from stock options and warrants are excluded from 
the computation because their effect is antidilutive. 

                                       7
<PAGE>

                                  BOOMTOWN, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                    (unaudited)

4.      COMMON STOCK OUTSTANDING AND NET INCOME (LOSS) PER SHARE (continued)

        In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, EARNINGS PER SHARE, which is required to be adopted on 
December 31, 1997.  At that time, the Company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods.  Under the new requirements for calculating primary earnings per 
share, the dilutive effect of stock options will be excluded.  The impact of 
Statement 128 on the calculation of primary and fully diluted earnings per 
share for these quarters is not expected to be material.

                                       8
<PAGE>

                                  BOOMTOWN, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                    (unaudited)

5.  SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION

     In connection with the First Mortgage Notes issued in November, 1993, 
the subsidiaries of the Company (guarantor entities) have guaranteed the 
Notes.  Summarized consolidating financial information is as follows:

                  SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION
                 As of and for the six months ended March 31, 1997
                             (in thousands, unaudited)

<TABLE>
<CAPTION>
                                                            GUARANTOR ENTITIES
                                           ------------------------------------------------------
                                           Blue Diamond    Boomtown    Louisiana-I  Mississippi-I  Elimination's &
                                Boomtown,      Hotel &      Hotel &      Gaming,       Gaming,    Reclassifications   Boomtown,
                                  Inc.      Casino, Inc.  Casino, Inc.    L.P.           L.P.          Dr (Cr)           Inc.
                               (parent co.)     (1)           (2)         (3)            (4)             (5)        (consolidated)
                               ---------------------------------------------------------------------------------------------------
<S>                            <C>         <C>            <C>          <C>          <C>           <C>               <C>
Current assets                  $  22,348    $  4,837      $  6,755     $  5,298     $  5,199        $ (13,490)      $  30,947
Advances to affiliates            115,349          --            --           --           --         (115,349)             --
Non-current assets                 48,917       2,651        59,614       60,126       42,137          (36,793)        176,652
                               ---------------------------------------------------------------------------------------------------
                                $ 186,614    $  7,488      $ 66,369     $ 65,424     $ 47,336       ($ 165,632)     $  207,599
                               ---------------------------------------------------------------------------------------------------
                               ---------------------------------------------------------------------------------------------------
Current liabilities             $  11,747    $ 12,889      $  4,376     $  6,443     $  9,783       ($  13,490)     $   31,748
Non-current liabilities           104,608          --           138        1,549           35               --         106,330
Advances from parent                   --      35,264        13,036       24,967       42,082         (115,349)             --
Equity                             70,259     (40,665)       48,819       32,465      (4,564)          (36,793)         69,521
                               ---------------------------------------------------------------------------------------------------
                                $ 186,614    $  7,488      $ 66,369     $ 65,424     $ 47,336       ($ 165,632)     $  207,599
                               ---------------------------------------------------------------------------------------------------
                               ---------------------------------------------------------------------------------------------------
Revenues                        $      --    $ 24,203      $ 28,514     $ 36,451     $ 27,184        $      --      $ 116,352
Income (loss) from operation   ($   1,280)  ($  3,289)    ($  1,313)    $  7,881     $  1,788        $      --      $   3,787
Equity in earnings (loss) of
  consolidated subsidiaries     $     275    $     --      $     --     $     --     $     --       ($     275)     $      --
Net income (loss)              ($   1,263)  ($  3,662)    ($  1,323)    $  6,249    ($    893)      ($      96)    ($     988)
Net cash provided by (used in)
 operating activities          ($   4,276)  ($    791)     $  1,039     $  7,943     $  1,885        $      --      $   5,800
Net cash used in
 investing activities                  (7)        (89)       (2,085)      (1,552)      (1,444)              --         (5,177)
Net cash provided by (used in)
 financing activities                 926       1,128         1,296       (5,780)        (511)              --         (2,941)
                               ---------------------------------------------------------------------------------------------------
Net increase (decrease) in 
 cash and cash equivalents         (3,357)        248           250          611          (70)              --         (2,318)

Cash and cash equivalents:
         Beginning of year         10,457       2,563         3,662        3,512        2,907               --         23,101
                               ---------------------------------------------------------------------------------------------------
         End of period          $   7,100    $  2,811      $  3,912     $  4,123     $  2,837        $      --      $  20,783
                               ---------------------------------------------------------------------------------------------------
                               ---------------------------------------------------------------------------------------------------
</TABLE>

        (1)  Blue Diamond Hotel & Casino, Inc. is a wholly-owned subsidiary 
that is consolidated in the accompanying consolidated financial statements.

        (2)  Boomtown Hotel & Casino, Inc. is a wholly-owned subsidiary that 
is consolidated in the accompanying consolidated financial statements.  These 
amounts do not include the operations of the Company's wholly-owned 
subsidiaries which are general partners of the Company's non-wholly-owned 
subsidiaries.

                                       9
<PAGE>

                                  BOOMTOWN, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                    (unaudited)

5.      SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION (continued)

        (3)  Louisiana-I Gaming, L.P. is a wholly-owned subsidiary that is 
consolidated in the Company's consolidated financial statements.  

        (4)  Mississippi-I Gaming, L.P. is a non wholly-owned subsidiary of 
the Company that is consolidated in the Company's consolidated financial 
statements.  


        (5)  Eliminations consist of Boomtown, Inc.'s (a) investment in the 
guarantor entities, (b) advances to the guarantor and non-guarantor 
subsidiaries and (c) equity earnings (loss) of consolidated subsidiaries and 
partnerships.  The advances are subordinated in right of payment to the 
guarantees of the Notes.

6.      OTHER EVENTS

        PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") - On 
April 23, 1996, the Company entered into an Agreement and Plan of Merger (the 
"Merger Agreement") with Hollywood Park relating to the strategic combination 
of Hollywood Park and the Company.  Pursuant to the Merger Agreement and 
subject to the terms and conditions set forth therein, the Company 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.

        As of April 23, 1996, the Company had approximately 11,602,432 shares 
of Common Stock outstanding and Hollywood Park had approximately 21,093,957 
shares of Common Stock outstanding (in each case assuming the exercise of all 
outstanding options, warrants, rights or conversion privileges relating to 
Common Stock).  Upon the consummation of the Merger, it is expected that 
former Boomtown stockholders will own approximately 25.6% of the outstanding 
shares of Hollywood Park Common Stock (assuming the exercise of all 
outstanding options, warrants, rights or conversion privileges relating to 
the Company's Common Stock).

        At the Effective Date, Hollywood Park's Board of Directors will be 
expanded from seven (7) to eleven (11) members and will be comprised of seven 
(7) directors selected by Hollywood Park (the "Hollywood Park Directors") and 
four (4) directors selected by the Company (the "Boomtown Directors").  
Hollywood Park will nominate the initial Company Directors (or replacements 
elected by a majority of the Boomtown Directors) for re-election at the first 
three annual stockholder meetings following the Effective Date.  Upon the 
Effective Date and for a period of three years thereafter the Executive 
Committee of Hollywood Park's Board of Directors will consist of four (4) 
Hollywood Park Directors and two (2) Boomtown Directors, including R.D. 
Hubbard, Chief Executive Officer of Hollywood Park, Timothy J. Parrott, 
Chairman of the Board and Chief Executive Officer of Boomtown, Richard J. 
Goeglein, a current member of the Board of Directors of Boomtown and three 
designees of Hollywood Park.  In addition, Hollywood Park will establish a 
three (3) person Office of the Chairman comprised of Hollywood Park's and 
Boomtown's Chief Executive Officers and Hollywood Park's President of Sports 
and Entertainment.

                                       10
<PAGE>

                                  BOOMTOWN, INC.
                                         
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                    (unaudited)
6.      OTHER EVENTS (continued)

        The closing of the Merger is subject to numerous conditions 
precedent, including (i) the approval of the stockholders of the Company and 
Hollywood Park, (received in November 1996) (ii) the approval of requisite 
governmental authorities, including the necessary gaming authorities in the 
jurisdictions in which the parties conduct business, and the expiration or 
termination of the applicable waiting period under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended ( Hart-Scott-Rodino completed 
on June 20, 1996), (iii) the availability of sufficient financing of up to 
$163.5 million to fund up to $60 million of future gaming projects and to 
fund the repurchase of Boomtown's outstanding 11.5% First Mortgage Notes (the 
"Notes") if put to Boomtown by the holders of the Notes as a consequence of 
the Merger and (iv) the consent to the Merger by the holders of a majority of 
the outstanding principal amount of the Notes.  There can be no assurance 
that any or all of these conditions precedent will be satisfied or that the 
proposed merger with Hollywood Park will be consummated.

        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.

7.      RELATED PARTY TRANSACTIONS

        TERMINATION OF LAS VEGAS PROPERTY LEASE - On August 12, 1996, 
Boomtown, Blue Diamond, Hollywood Park, Roski, IVAC and Majestic Realty 
entered into the Blue Diamond Swap Agreement (the "Swap Agreement") pursuant 
to which the parties agreed that, upon consummation of the Merger, and 
contingent upon the closing of the Merger, Boomtown and Blue Diamond (or any 
transferee thereof as set forth in the Swap Agreement) would exchange their 
entire interest in the Blue Diamond Resort (the "Resort") (including the IVAC 
Loans), and effectively transfer all interest in the Resort to Roski, in 
exchange for a $5.0 million unsecured promissory note (the "First Note") and 
an unsecured promissory note (the "Second Note") valued at approximately $3.5 
million and assumption by Roski, IVAC or an affiliate, of certain liabilities 
(the "Swap").  The First Note has an interest rate equal to the prime rate 
plus one and one half percent (1.5%) per annum and provides for annual 
principal payments of one million dollars ($1,000,000) plus accrued interest 
and maturing on the date that is five years after the Exchange Date (as such 
term is defined in the Swap Agreement).  The Second Note has an interest rate 
equal to the prime rate plus one-half percent (.5%) per annum and provides 
for a payment of all principal plus accrued interest on the date that is 
three (3) years after the Exchange Date.  Consummation of the Swap is subject 
to obtaining all necessary Governmental approvals, including gaming approval. 

        In exchange for its interest in the Resort, Boomtown will receive 
notes payable to Boomtown with an estimated value totaling $8.5 million, an 
estimated cash payment of $2.1 million, release from lease obligations under 
the resort lease, Roski's assumption of certain liabilities and note 
obligations, totaling approximately $3.8 million and the ongoing expenses of 
the Resort.  Additionally, Roski will assume all operating leases including 
any residual balances due under such leases. The Swap Agreement requires 
approvals from applicable gaming authorities and Boomtown intends to seek the 
consent of the holders of a majority of the outstanding principal amount on 
the Notes (see Note 3).  The Swap would be 

                                       11
<PAGE>

                                  BOOMTOWN, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                    (unaudited)

7.      RELATED PARTY TRANSACTIONS (continued)

effective immediately following the Company's Merger with Hollywood Park which 
is expected to be during the second quarter of calendar 1997.

        In accordance with the terms of the Swap Agreement, with certain 
exceptions set forth in the Swap Agreement, the Company will continue to 
operate the property until consummation of the Merger.  Boomtown and Blue 
Diamond will be responsible for the liabilities of the Resort accruing prior 
to the Swap and Roski will be responsible for the liabilities of the Resort 
accruing subsequent to the Swap.  In addition, Roski will resign from 
Boomtown's Board of Directors, effective as of the Exchange Date.  Subject to 
certain conditions set forth in the Swap Agreement, the Swap may be 
effectuated through any structure agreed upon by Boomtown and Hollywood Park. 
 If the Swap were not consummated for any reason, Boomtown would continue to 
operate the property through the expiration of the lease term in July 1999, 
and the IVAC Notes would be required to be repaid to Boomtown at such time.

        On August 12, 1996, Hollywood Park and Roski further entered into a 
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which 
Hollywood Park will, concurrently with the Swap, purchase the stock in 
Boomtown held by Roski ("the Roski Stock") for an estimated purchase price of 
approximately $3.5 million paid for by an unsecured promissory note having an 
interest rate equal to the prime rate plus one percent (1%) per annum and 
providing for four equal annual principal payments plus accrued interest and 
maturing on the date that is four years after the Exchange Date.  The Stock 
Purchase Agreement may also be terminated by Hollywood Park in the event that 
Boomtown and Hollywood Park, in accordance with the provisions set forth in 
the Swap Agreement, elect to utilize a structure to effect the Swap which 
would require Roski to retain the Roski Stock.

        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 7.5% 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 required Boomtown to pay a down 
payment of $500,000 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) incorporated by reference to 
Boomtown, Inc's. Form 10-K for the year ended September 30, 1996.

                                       12
<PAGE>

                                 BOOOMTOWN, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITIONS AND RESULTS OF OPERATIONS 

RESULTS OF OPERATIONS

The following table sets forth certain items from the Company's statements of 
operations as a percentage of total revenues for the three and six month 
periods ended March 31, 1996 and 1997 (unaudited):

<TABLE>
<CAPTION>
                                                    Three Months Ended     Six Months Ended
                                                         March 31,              March 31, 
                                                      1996      1997       1996       1997
                                                    -------    -------    ------     ------
<S>                                                 <C>        <C>        <C>        <C>
REVENUES:
        Gaming                                        81.5%      81.4%      81.2%      80.9%
        Non-gaming                                    18.5       18.6       18.8       19.1
                                                    -------    -------    ------     ------
                                                     100.0      100.0      100.0      100.0
OPERATING EXPENSES:
        Gaming                                        36.9       33.7       36.9       35.1
        Non-gaming                                    16.1       16.7       16.7       17.5
        Marketing, general & administrative           33.5       33.5       33.9       34.5
        Property rent                                  4.1        4.0        4.1        4.0
        Discontinued projects/future development        .3         .5         .2         .5
        Depreciation and amortization                  4.8        5.2        4.7        5.1
                                                    -------    -------    ------     ------
                                                      95.7       93.6       96.5       96.7

Income from operations                                 4.3        6.4        3.5        3.3
Interest and other expense, net                       (4.6)      (4.6)      (4.6)      (4.7)
                                                    -------    -------    ------     ------
Income (loss) before minority interest 
  and income taxes                                     (.3)       1.8       (1.1)      (1.4)
Minority interest                                       .4       --           .5        (.1)
                                                    -------    -------    ------     ------
Income (loss) before income taxes                       .1        1.8        (.6)      (1.5)
Benefit (provision) for income taxes                   (.0)      (1.2)        .3         .7
                                                    -------    -------    ------     ------
Net income (loss)                                       .1%        .6%       (.3)%      (.8)%
                                                    -------    -------    ------     ------
                                                    -------    -------    ------     ------
</TABLE>

        During the quarter ended March 31, 1997 total revenues increased 5% 
to $59.7 million compared to $56.9 million for the prior year quarter.  
Gaming revenues also improved 5% to $48.6 million compared to $46.4 million 
for the quarters ended March 31, 1997 and 1996, respectively.  Higher gaming 
revenues for the quarter just ended were recognized due to an 18% increase 
from the Company's Biloxi casino and a 9% improvement at Boomtown Reno.  On a 
year-to-date basis consolidated revenues grew 3% to $116.4 million compared 
to $112.5 million, essentially as a result of a 16% growth in gaming 
revenues at the Biloxi casino. Boomtown Biloxi has been able to grow its 
market share in the gulf coast region driven by the expansion of the 
Company's marketing programs and bus tour program, whereby patrons are bussed 
from outlying areas, including Florida, Alabama and Northern Mississippi, to 
visit the Biloxi property.  The consolidated rise in gaming revenues during 
the first half of fiscal 1997 was offset by a 17% reduction at Boomtown Reno 
during the quarter ended December 31, 1996.  This decline resulted from 
severe weather conditions in Reno's geographic markets including the Reno 
area, the Pacific Northwest and Northern California.  The weather during that 
quarter had a particularly negative impact on Interstate 80, which Boomtown 
Reno is heavily dependent upon for gaming patrons.  However, during the 
quarter just ended revenues at the Reno property improved 8% from good 
weather conditions and the success of the Company's slot and gaming promotions
and other marketing efforts.

                                       13
<PAGE>

                                 BOOOMTOWN, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

        Gaming expenses for the quarter and six months ended March 31, 1997 
were $20.1 million and $40.8 million, respectively, producing a gaming margin 
of 59% and 57%, respectively.  This compares to a gaming margin of 55% for 
both the quarter and six month periods ended March 31, 1996.  Gaming expenses 
primarily include costs associated with operating the gaming facilities 
including salaries and other employee related expenses, gaming taxes and 
licenses, gaming equipment leases and costs of providing complimentaries to 
casino patrons. Efficiencies in labor, lower gaming lease expense and other 
operating expenses associated with higher revenues and were the primary 
causes of the improved margin. 

        Non-gaming revenues, which are derived from the Company's family 
entertainment center, food and beverage outlets, hotel, RV park, 
entertainment showrooms, truckstop and mini mart, were $11.1 million for the 
quarter ended March 31, 1997 compared to $10.5 million recorded during the 
prior year same period.  During the first half of fiscal 1997 the Company 
reported non-gaming revenues of $22.2 million versus $21.1 million during the 
commensurate period of fiscal 1996.  The 6% and 5% improvements, 
respectively, resulted primarily from higher food and beverage sales at the 
Boomtown properties, through efforts to enhance food quality and attract 
additional patronage, and higher fuel sales at the Company's Reno truckstop 
and service station.  The improvement was offset by a 9% decline in revenues 
from the Company's family entertainment centers resulting from the shut down 
of the motion theaters at its Reno and Biloxi properties during a conversion 
to a new movie provider.

        The non-gaming margin for the quarter and six months ended March 31, 
1997 was 10% and 9%, respectively, compared to 13% and 11% for the prior year 
same periods.  On a year-to-date basis the $400,000 decline in the non-gaming 
margin was due primarily to the temporary shut down of the motion theater 
facilities. 

        Marketing expenses were $6.6 million and $12.7 million for the 
quarter and six months ended March 31, 1997, respectively, compared to $5.4 
million and $10.9 million, respectively during the prior year periods.  
Marketing expenses include costs associated with gaming promotions, print, 
radio, outdoor and television advertising, and other costs incurred to 
attract patronage to the Company's casino properties.  The higher marketing 
expense was primarily associated with higher cash redemption fees and cash 
promotions at the Company's Reno and Las Vegas properties, additional outdoor 
and radio advertising and higher commissions paid to bus tour operators at 
the Company's Biloxi property.  

        General and administrative ("G&A") expenses were $13.3 million and 
$13.6 million for the quarter ended March 31, 1997 and 1996, respectively.  
On a fiscal 1997 year-to-date basis, G&A expenses were $27.5 million compared 
to $27.3 million reported a year earlier.  G&A expenses consist primarily of 
overhead costs associated with human resources, security, surveillance, 
credit, purchasing and receiving, facilities and accounting functions.  
During the quarter just ended the 2% decline in G&A expenses was due to lower 
payroll and overhead costs at the Company's Las Vegas property, the 
capitalization of certain operating leases at the Company's Mississippi and 
Louisiana properties during fiscal 1996 and fiscal 1997 and lower medical 
insurance costs at the Company's Louisiana property due to the change from a 
self insured to fully insured program.  On a year-to-date basis the slight 
increase in G&A expenses, after the offset of the reduction during the 
quarter just ended, was due to higher security and surveillance payroll as 
mandated by Louisiana gaming law, additional general insurance claims, higher 
401(k) employee contributions and higher health insurance costs at the Biloxi 
casino property.

                                       14
<PAGE>

                                 BOOOMTOWN, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

        During the quarter and six month periods ended March 31, 1997, 
depreciation and amortization expense increased 13% and 12%, respectively, to 
$3.1 million and $5.9 million, respectively. The increase was due to an 
increase in the total fixed asset base of $8.4 million.  The additions to 
property, plant and equipment were due primarily from the capitalization of 
certain operating leases at the Company's Biloxi and New Orleans properties 
and other capital purchases.

        The Company recorded interest expense of $3.5 million and $7.0 
million for the quarter and six months ended March 31, 1997, respectively, an 
increase of 1% and a decline of 2%, respectively.  The interest expense on 
Boomtown's first mortgage was $3.1 million and $6.2 million for the quarter 
and six month periods, respectively.  The slight increase in interest expense 
was due to the capitalization of certain operating leases during fiscal 1996 
and fiscal 1997. Additionally, during the quarter the Company generated 
interest income of $780,000 and recorded $1.6 million during the first half 
of fiscal 1997.  Interest income is derived from the outstanding notes 
receivable from the owner and lessor of the Boomtown Las Vegas property.

        During the six months ended March 31, 1997, the Company recorded 
$96,000 in minority interest expense associated solely with the Louisiana 
partnership's minority partners share of income through November 18, 1996 
(the date the Company purchased his interest).  Additionally, the Company is 
no longer able, on a consolidated basis, to allocate the pro-rata share of 
losses from the Mississippi partnership to the minority partner since it 
would cause his capital account to become negative.  In the past the Company 
was able to allocate losses to this minority partner (who was also the 
Company's landlord in Biloxi, Mississippi) since he received his ownership 
interest in the partnership in exchange for forgiving two years of property 
rent on the facility.  During each of the first two years, rent expense ($2 
million per year) and a capital account credit for this minority partner were 
recorded which allowed the Company to allocate $4 million in losses to the 
minority partner during that two year period.

LIQUIDITY AND CAPITAL RESOURCES

        The Company's principal source of liquidity at March 31, 1997 was 
cash and cash equivalents of approximately $20.8 million, a decrease of 
approximately $2.3 million from September 30, 1996.  During the first six 
months of fiscal 1997, the Company generated cash from operating activities 
of $5.8 million.  The net cash provided from operating activities during the 
first six months of the current fiscal year were derived from a net loss of 
$1.0 million, net changes in operating assets and liabilities of $1.2 million 
depreciation and amortization expense of $5.9 million and other uses of 
$340,000.

        The Company used cash of $5.2 million in investing activities during 
the first six months of fiscal 1997, primarily related to the purchases of 
property and equipment.  

        Net cash used in financing activities for the six months ended March 
31, 1997 was $2.9 million related to the principal payments on long term debt.

        At March 31, 1997, the Company's debt was comprised principally of 
the $103.5 million principal amount of 11.5% First Mortgage Notes due 2003.  
Interest on the notes is payable semiannually in arrears each May 1 and 
November 1.  The Company additionally has five notes payable in the aggregate 
amount of $3.6 million.  Three of the notes totaling $668,000 are secured by 
equipment, furniture and fixtures, bear interest at 11.5% and mature in 
September 1997.  The fourth note, with a 

                                       15
<PAGE>

                                 BOOOMTOWN, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

balance of $2.6 million at March 31, 1997, is secured by the gaming vessel in 
Harvey, Louisiana, bears interest at 13% and matures in January 1999.  The 
fifth note, with a balance of $278,000 at March 31, 1997, is secured by 
gaming equipment, bears interest at 12.25% and matures in December 1997.  The 
Company also has seven capital lease obligations for equipment with a balance 
of $3.5 million at March 31, 1997.  During November 1996, the Company 
converted an operating lease on certain furniture, fixtures and equipment to 
a capital lease obligation whereby the residual balance on the operating 
lease was funded and the remaining outstanding balance was converted to a 
capital lease.  

        The Company believes that its current available cash and cash 
equivalents and anticipated cash flow from operations will be sufficient to 
fund the Company's working capital and normal recurring capital expenditures 
through the end of fiscal 1997.  The Company does not believe such sources of 
liquidity will be sufficient to fund any of its proposed expansion projects 
at its current gaming facilities or in any new gaming jurisdiction.  The 
Company believes that such expansion of its existing facilities is important 
for continued growth.  If any of the Company's current proposed expansion 
projects were to proceed, the Company 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 or 
other long-term debt. Alternatively, in the event the Hollywood Park merger 
were to be consummated, the Company believes that additional sources of 
financing will become available. However, there can be no assurance that such 
financing will be available, or available on terms acceptable to the Company 
or that any proposed expansion projects by the Company will ever be 
completed.  Further, given the rapidly changing national competitive and 
legal environments related to gaming, the Company's future operating results 
are highly conditional and could fluctuate significantly.  Should cash flow 
from the Company's operations in all locations be below expectations, the 
Company may have difficulty in satisfying capital requirements.  

        Certain statements set forth above regarding the Company's estimates 
of its liquidity and capital expenditure requirements, the sufficiency of its 
resources, any expectation that the Swap would be consummated and other 
statements 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 Company may be adversely affected as 
a result of a number of factors, including without limitation, seasonality 
(historically, the Company's operating results have been strongest in the 
summer months, and weakest in the winter months), weather conditions (severe 
winter storms have in the past had a significant adverse effect on the 
Company's operating results), 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 
the Company and Hollywood Park following the proposed merger and lack of 
financing following the proposed merger with Hollywood Park and failure to 
satisfy any conditions to the Swap.  Any of the above factors, among others, 
could cause the Company's operating results to be weaker than expected, and 
could cause the Company's cash requirements to differ materially from the 
Company's current estimates.

                                       16
<PAGE>

                            PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        Boomtown is named defendant in a class action suit in the United 
        States District Court in New Jersey in which the plaintiffs have 
        alleged that numerous companies operating casinos in the United 
        States have conspired to exclude card counters from their 
        establishments. (HYLAND V. GRIFFIN INVESTIGATIONS, ET.AL.)  A class 
        has not yet been certified in the action.  Motions to dismiss are in 
        the process of being filed by the Company and other defendants.

ITEM 2. CHANGES IN SECURITIES

        NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        NONE

ITEM 5. OTHER INFORMATION

        NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibits enclosed herein are detailed on the Schedule of Exhibits on 
        page 19.  

                                       17
<PAGE>



                                   SIGNATURES

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

                                       Boomtown, Inc.
                                       Registrant

Date:  May 14, 1997                    /s/ Phil E. Bryan
                                       ---------------------------------------
                                       Phil E. Bryan, President; Chief 
                                       Operating Officer

Date:  May 14, 1997                    /s/ Jon Whipple
                                       ---------------------------------------
                                       Jon L. Whipple, Vice President of 
                                       Finance; Principal Accounting and 
                                       Financial Officer



                                       18
<PAGE>

                             SCHEDULE OF EXHIBITS

EXHIBIT
NUMBER                            DESCRIPTION

 3.1(5)       Amended and Restated Certificate of Incorporation of Registrant.

 3.2(11)      Amended and Restated Bylaws of Registrant.

 3.3(10)      Amended and Restated Articles of Incorporation of Boomtown 
              Hotel & Casino, Inc.

 3.4(10)      Revised and Restated Bylaws of Boomtown Hotel & Casino, Inc.

 3.5(10)      Articles of Incorporation of Blue Diamond Hotel & Casino, Inc.

 3.6(10)      Bylaws of Blue Diamond Hotel & Casino, Inc.

 3.7(10)      Articles of Incorporation of Louisiana Gaming Enterprises, Inc.

 3.8(10)      Articles of Incorporation of Bayview Yacht Club, Inc.
 
 3.9(10)      Bylaws of Bayview Yacht Club, Inc.

 3.10(11)     Articles of Organization of Boomtown Iowa, L.C.

 3.11(11)     Articles of Incorporation of Boomtown Council Bluffs, Inc.

 3.12(11)     Bylaws of Boomtown Council Bluffs, Inc.

 3.13(11)     Articles of Incorporation of Boomtown Indiana, Inc.

 3.14(11)     Bylaws of Boomtown Indiana, Inc.

 3.15(11)     Articles of Incorporation of Boomtown Riverboat, Inc. 

 3.16(11)     Articles of Incorporation of Boomtown Missouri, Inc.

 3.17(11)     Bylaws of Boomtown Missouri, Inc.

 4.1(1)       Form of Warrant issued to the lead Underwriters of Boomtown, 
              Inc.'s initial public offering.

 4.2(7)       Form of Private Placement Note.

 4.3(7)       Form of Exchange Note.

                                       19
<PAGE>

                           SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

 4.4(7)       Form of Subsidiary Guaranty.

 4.5(7)       Form of Addendum to Subsidiary Guaranty.

 4.6(9)       Registration Rights Agreement dated November 10, 1993, by and 
              among the Company and the Initial Purchases named herein. 

 4.7(7)       Warrant Agreement dated as of November 10, 1993 between 
              Boomtown, Inc. and First Trust National Association, including 
              Form of Warrant Certificate.

10.1(11)      Amended and Restated 1990 Stock Option Plan.

10.2(11)      1992 Director's Stock Option Plan.

10.3(5)       1993 Stock Bonus Plan.

10.4(1)       Standard Form of Indemnification Agreement between Boomtown, 
              Inc. and its officers and directors.

10.5(1)       Exercise of Option of Purchase and Agreement of Sale of Real 
              Property dated October 29, 1986 between Boomtown, Inc. and S. 
              Ross Mortensen and Irene Mortensen (the "Option Exercise 
              Agreements").

10.6(1)       Note dated October 29, 1986 payable to Boomtown, Inc. to S. 
              Ross Mortensenand Irene Mortensen in the principal amount of 
              $823,000 and accompanyingDeed of Trust, issued pursuant to the 
              Option Exercise Agreement.

10.7(1)       Agreement of Sale and Purchase and accompanying Agreement, each 
              dated November 1, 1982 ( the "Purchase Agreement"), between 
              Boomtown, Inc. and Chris Garson, Ruth R. Garson, George Garson, 
              George Garson as Guardian of the Person and Estate of Agnes M. 
              Garson, and Beatrice Garson (collectively the "Garsons").

10.8(1)       Registration Agreement dated May 6, 1988 between Boomtown, 
              Inc., MLIF, Kenneth Rainin and Timothy J. Parrott.

10.9(11)      Promissory Note dated September 10, 1992, payable by Timothy J. 
              Parrott to Boomtown, Inc. in the principal amount of $221,000.

10.10(1)      Agreement dated January 1, 1989 between Boomtown, Inc., Nevada 
              Fun Flight Tours and Val Ruggerio.

                                       20
<PAGE>


                        SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION
        
10.11(1)      Memorandum of Understanding dated February 13, 1992 between 
              Boomtown, Inc. and the Internal Revenue Service.

10.12(1)      Termination Agreement and Mutual Release dated April 24,1992 
              between Registrant, Boomtown, Inc., Frank Gianopolus and 
              Delores Gianopolus.

10.13(3)      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.

10.14(3)      Letter of Intent dated as of March 26,1993 among Boomtown, Inc. 
              and Raphael Skrmetta, relating to the property in Biloxi, 
              Mississippi.

10.15(11)     Amended and Restated Agreement to Lease Real Property in 
              Biloxi, Mississippi dated September 12,1993 by and between 
              Boomtown, Inc. and Raphael Skrmetta.

10.16(4)      Agreement to Lease Real Property in Harvey, Louisiana by and 
              between Boomtown, Inc., The Skrmetta Group, Inc. and Skrmetta 
              Machinery Corporation.

10.17(4)      Letter Agreement dated April 16, 1993 among Boomtown, Inc., 
              Raphael Skrmetta, The Skrmetta Group, Inc., and Skrmetta 
              Machinery Corporation.

10.18(4)      Loan Agreement dated April 23, 1993 by and between Boomtown, 
              Inc., First Interstate Bank of Nevada, N.A., First Interstate 
              Bank of Arizona, N.A. and the Diawa Bank, Limited.

10.19(2)      Memorandum of Understanding dated March 15, 1993 among 
              Boomtown, Inc., Industry Hills Visitor Accommodations Center, 
              Blue Diamond Hotel & Casino, Inc. ("Blue Diamond"), Majestic 
              Realty Co. ("Majestic"), and Edward P. Roski, Jr. ("Roski").

10.20(5)      Stockholders and Affiliates Agreement dated as of June 30, 1993 
              by and among Blue Diamond, Edward P. Roski, Sr., Roski, 
              Boomtown, Inc., IVAC, a California general partnership formerly 
              known as Industry Hills Visitor Accommodations Center, a 
              California general partnership ("IVAC") and Majestic.

10.21(11)     First Amendment to and Clarification of Stockholders and 
              Affiliates Agreement dated as of November 10, 1993 between Blue 
              Diamond, Edward P.  Roski, the Roski Community Property Trust, 
              the Roski Senior Revocable Trust, the Registrant, IVAC and 
              Majestic.

                                       21
<PAGE>

                         SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

10.22(5)      Lease dated as of June 30, 1993 between IVAC and Blue Diamond.

10.23(11)     Lease Amendment to Lease dated as of November 10, 1993 between 
              IVAC and Blue Diamond.

10.24(5)      Purchase Option Agreement dated as of June 30, 1993 by and 
              among IVAC, Boomtown, Inc., and Blue Diamond.

10.25(11)     Amendment to Purchase Option Agreement; Consent to Assignment 
              dated as of November 10, 1993 between IVAC, the Registrant and 
              Blue Diamond.

10.26(5)      Development and Pre-Opening Services Agreement dated as of June 
              30, 1993 between Boomtown, Inc., Blue Diamond and IVAC.

10.27(5)      Management Agreement dated as of June 30, 1993 between 
              Boomtown, Inc. and Blue Diamond.

10.28(5)      Affiliate Loan Agreement dated as of June 30, 1993 by and among 
              IVAC, Majestic and Boomtown, Inc.

10.29(5)      Bridge Loan Agreement dated as of June 30, 1993 by and between 
              IVAC and Boomtown, Inc.

10.30(11)     Amendment No. 1 to Bridge Loan Agreement dated as of November 
              10, 1993 between IVAC and the Registrant.

10.31(5)      Trademark License Agreement dated as of June 30, 1993 by and 
              between Boomtown, Inc. and Blue Diamond.

10.32(5)      Boomtown Stockholders Agreement dated as of June 30, 1993 by 
              and among Boomtown, Inc., IVAC and Roski.

10.33(5)      Standard Form Agreement Between Owner and Designer/Builder, 
              Part 1 Agreement Preliminary Design and Budgeting, dated as of 
              May 10, 1993 between IVAC and Commerce Construction Co., Inc. 
              and Standard Form  Agreement Between Owner and 
              Designer/Builder, Part 2 Agreement - Final Design and 
              Construction dated as of May 17, 1993 between IVAC and Commerce 
              Construction Co., Inc. and related documents.

10.34(11)     Subordination Agreement dated as of November 10, 1993 between 
              Majestic, IVAC and the Registrant.

                                       22
<PAGE>

                         SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

10.35(11)     Omnibus Consent Agreement dated as of November 10, 1993 between 
              Blue Diamond, Edward P. Roski, Sr., Roski, the Roski Community 
              Property Trust, the Roski Senior Revocable Trust, the 
              Registrant, IVAC and Majestic.

10.36(6)      Indenture dated as of November 1, 1993 by and among the 
              Registrant, Boomtown Casino, Blue Diamond, Louisiana - I 
              Gaming, a Louisiana Partnership in Commendam (the "Louisiana 
              Partnership"), Louisiana Gaming Enterprises, Inc. ("LGE"), 
              Mississippi - I Gaming, L.P. (the Mississippi Partnership"), 
              Bayview Yacht Club, Inc. ("Bayview") and First Trust National 
              Association.

10.37(7)      Purchase Agreement dated as of November 3, 1993 among Boomtown, 
              Inc., Boomtown Casino, Blue Diamond, the Louisiana Partnership, 
              LGE, the Mississippi Partnership, Bayview, Oppenheimer & Co., 
              Inc. and Sutro & Co. Incorporated.

10.38(8)      Master Agreement dated as of February 1, 1994 by and between 
              Boomtown Indiana, Inc., Boomtown Riverboat, Inc., Boomtown, 
              Inc., SES Indiana, L.L.C., First SES Indiana, Inc., SES 
              Facilities, Inc., SES Gaming, Inc. and Sheldon E. Stunkel.

10.39(8)      Agreement of Limited Partnership of Boomtown Landing, L.P., and 
              Indiana Partnership.

10.40(8)      Agreement of Limited Partnership of SES Boat, L.P., an Indiana 
              limited partnership.

10.41(8)      Development and Pre-Opening Services Agreement between Boomtown 
              Indiana, Inc., and SES Boat, L.P.

10.42(8)      Management Agreement between Boomtown Indiana, Inc. and SES 
              Boat, L.P.

10.43(8)      Agreement of Limited Partnership of Boomtown Belle II, L.P., 
              and Indiana limited partnership.

10.44(8)      Agreement of Limited Partnership of Single Riverboat, L.P., and 
              Indiana limited partnership.

10.45(9)      Asset Purchase Sale Agreement dated as of April 27, 1994 by and 
              between HFS Gaming Corp. and Mississippi - I Gaming, L.P.

10.46(9)      Lease Agreement between HFS Gaming Corp. as Landlord and 
              Mississippi-I Gaming, L.P. as Tenant dated as of April 27, 1994.

                                       23
<PAGE>

                          SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

10.47(9)      Marketing Services Agreement dated as of April 27, 1994 by and 
              among Boomtown, Inc. and HFS Gaming Corp.

10.48(10)     Stock Acquisition Agreement and Plan of Reorganization dated 
              June 30, 1994 by and between Boomtown, Inc. and Roski.

10.49(11)     Master Agreement dated as of September 19, 1994, as amended 
              September 19, 1994, by and between Boomtown Council Bluffs, 
              Inc. ("BCB"), the Registrant and Iowa Gaming Associates, Inc. 
              ("IGA").

10.50(11)     Operating Agreement dated September 19, 1994 between BCB and 
              IGA.

10.51(11)     Management Agreement dated September 19, 1994 between BCB and 
              IGA.

10.52(11)     Development and Pre-Opening Services Agreement dated September 
              19, 1994 between BCB and Boomtown Iowa, L.C.

10.53(12)     Agreement and Plan of Merger and Reorganization dated January 
              17, 1995, by and among Boomtown, Inc., Tweety Sub., Inc. and 
              National Gaming Corp.

10.54(12)     Guarantee letter dated January 17, 1995 between Hospitality 
              Franchise Services, Inc., National Gaming Corp. and Boomtown, 
              Inc.

10.55(13)     Letter agreement dated March 31, 1995 between Boomtown, Inc., 
              Tweety Sub., Inc., National Gaming Corp., Hospitality Franchise 
              Systems., Inc. and HFS Gaming Corp.

10.56(14)     Promissory Note dated December 1, 1994 by and between Boomtown, 
              Inc. and First National Bank of Commerce.

10.57(14)     Promissory Note dated December 30, 1994 by and between the 
              Louisiana Partnership and PDS Financial.

10.58(15)     Lease Agreement dated as of March 29, 1995 by and between 
              MarquisLeasing Company , a Louisiana Corporation and 
              Louisiana-I Gaming, L.P.

10.59(16)     Option Agreement dated as of November 6, 1995 by and between 
              National Gaming Mississippi, Inc. and Mississippi - I Gaming, 
              L.P.

10.60(16)     Marketing Services Agreement Amendment dated as of November 6, 
              1995 to Marketing Services Agreement dated as of April 27, 1994 
              by and among Boomtown, Inc. and HFS Gaming Corporation.

                                       24
<PAGE>

                         SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

10.61(16)     Lease Amendment dated November 6, 1995 to the Lease Agreement 
              dated asof April 27, 1994 by and among National Gaming 
              Mississippi, Inc. andMississippi - I Gaming, L.P.

10.62(16)     Articles of Organization Indiana Ventures, LLC

10.63(16)     Operations Agreement Indiana Ventures, LLC.

10.64(16)     Stock Purchase Agreement for all shares of Pinnacle Gaming 
              Development Corp. between Switzerland County Development Corp. 
              (Buyer) and Century Casinos Management, Inc. and Cimarrron 
              Investment Properties Corp.(Sellers).

10.65(16)     Option Agreement to lease real property (Parcel I) in 
              Switzerland County,Indiana, between Daniel Webster, et al 
              (Landlord) and Indiana Ventures, LLC (Tenant).

10.66(16)     Option Agreement to lease real property (Expansion Parcel) in 
              Switzerland County, Indiana, between Daniel Webster, et al 
              (Landlord) and Indiana Ventures, LLC (Tenant).

10.67(17)     Agreement and Plan of Merger dated as of April 23, 1996, among 
              Hollywood Park, Inc., HP Acquisition, Inc. and Boomtown, Inc.

10.68(17)     Voting Agreement dated as of April 23, 1996, by and between 
              Hollywood Park, Inc., a Delaware corporation, and Timothy J. 
              Parrott, in his capacity as a stockholder of Boomtown, Inc.

10.69(17)     Voting Agreement dated as of April 23, 1996, by and between 
              Boomtown, Inc.,a Delaware corporation, and R.D. Hubbard, in his 
              capacity as a stockholder of Hollywood Park, Inc.

10.70(17)     Joint Press Release issued on April 24, 1996 by Hollywood Park, 
              Inc. and Boomtown, Inc.

10.71(18)     Agreement between Boomtown and related entities ("Boomtown 
              Group") and SES Gaming, Inc. and related entities ("SES Group") 
              terminating the Master Agreement by and between the Boomtown 
              Group and the SES Group dated February 1, 1994 relating to the 
              proposed gaming project in Lawrenceburg, Indiana.

                                       25
<PAGE>

                          SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

10.72(19)     Agreement between Boomtown, Hollywood Park and Edward P. Roski, 
              Jr.("Swap Agreement") effectively terminating the lease of the 
              Blue Diamond Property and selling virtually all assets and 
              liabilities effective with the close of Boomtown's merger with 
              Hollywood Park.

10.73(20)     Settlement and Purchase Agreement dated November 18, 1996, 
              among Louisiana-I Gaming, Inc., Boomtown, Inc. and Eric 
              Skrmetta.

11.1          Computation of per share earnings.


-----------------------
(1)   Incorporated by reference to the exhibit filed with the Company's 
      Registration Statement on Form S-1 (File No. 33-51968), effective 
      October 22, 1992.

(2)   Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on March 18, 1993.

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

(4)   Incorporated by reference to the exhibit filed with the Company's 
      RegistrationStatement on Form S-1 (File No. 33-61198), effective May 
      24, 1993.

(5)   Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on July 28, 1993.

(6)   Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on December 23, 1993.

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

(8)   Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for the quarter ended December 31, 1993.

(9)   Incorporated by reference to the exhibit filed with the Company's 
      Registration Statement on Form S-4 (File No. 33-70350), effective May 
      6, 1994.

(10)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for the quarter ended June 30, 1994.

(11)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-K for the fiscal year September 30, 1994.

                                       26
<PAGE>

                          SCHEDULE OF EXHIBITS (continued)

EXHIBIT
NUMBER                            DESCRIPTION

(12)  Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on January 25, 1995.

(13)  Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on April 14, 1995.

(14)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for thequarter ended March 31, 1995.

(15)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for thequarter June 30, 1995.

(16)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-K for the fiscal year September 30, 1995.

(17)  Incorporated by reference to the exhibit filed with the Company's 
      Current Report on Form 8-K, filed with the SEC on April 23, 1996.

(18)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for the quarter ended March 31, 1996. 

(19)  Incorporated by reference to the exhibit filed with the Company's Form 
      10-Q for the quarter ended June 30, 1996. 

(20)  Incorporated by reference to the exhibit filed with the Company's 
      Form 10-K for the quarter ended September 30, 1996. 

                                       27