<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 December 31, 1996           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 February 13, 1997, the registrant had outstanding 9,278,405 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 December 31, 1996. . . . . . . . . . . . . . . . . . . . . . . .3

          Consolidated Statements of Operations for the Three Months
          Ended December 31, 1995 and 1996 . . . . . . . . . . . . . . . . . .4

          Consolidated Condensed Statements of Cash Flows for
          the Three Months Ended December 31, 1995 and 1996. . . . . . . . . .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

                                               September 30,       December 31,
                                                   1996                1996
                                               ------------       --------------
ASSETS:                                                             (unaudited)
Current assets:
   Cash and cash equivalents                   $ 23,100,628        $ 20,105,495
   Accounts receivable, net                         941,657           1,080,541
   Income taxes receivable                        1,814,767             253,857
   Inventories                                    1,725,086           1,896,039
   Prepaid expenses                               7,333,578           5,529,253
   Other current assets                           1,761,874           1,784,741
                                               ------------        ------------
          Total current assets                   36,677,590          30,649,926

Property, plant and equipment at cost, net      145,330,557         147,117,548
Goodwill, net                                     6,267,473          10,192,053
Notes receivable from related parties             8,685,772           8,685,772
Other assets                                      9,026,506          10,643,229
                                               ------------        ------------
                                               $205,987,898       $ 207,288,528
                                               ------------        ------------
                                               ------------        ------------

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                             $ 3,812,207         $ 3,294,713
   Accrued compensation                           3,610,527           4,844,316
   Other accrued liabilities                      8,823,737          14,025,485
   Accrued interest payable                       5,004,669           2,054,638
   Income taxes payable                             750,891           1,048,659
   Long-term debt due within one year             5,031,803           6,325,447
                                               ------------        ------------
          Total current liabilities              27,033,834          31,593,258

Long-term debt due after one year               103,729,330         103,316,094
Deferred income taxes                             3,183,322           3,305,737
Deferred gain on sale leaseback                     112,270                  --
Minority interest                                 1,541,904                  --

Contingencies (Note3)

Stockholders' equity:
    Common stock, $.01 par value, 20,000,000 shares
    authorized, 9,266,193 and 9,276,132 issued and outstanding
    at September 30, 1996, and December 31, 1996
    respectively, net of a note receivable
    from stockholder of $221,000                103,652,658         103,705,796
  Deficit                                       (33,265,420)        (34,632,357)
                                               ------------        ------------
          Total stockholders' equity             70,387,238          69,073,439
                                               ------------        ------------
                                               $205,987,898        $207,288,528
                                               ------------        ------------
                                               ------------        ------------


                             See accompanying notes.


                                        3

<PAGE>

                                 BOOMTOWN, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                      Three Months Ended
                                                         December 31,
                                                   1995                1996
                                               ------------         -----------

REVENUES:
Gaming/hotel operations:
Gaming                                         $ 44,993,136        $ 45,567,120
Family entertainment center                       1,357,632           1,241,999
Food and beverage                                 3,713,444           4,007,888
Hotel and recreational vehicle park               1,760,446           1,898,195
Showroom                                            203,597             271,731
Truckstop, service station and mini-mart          2,796,707           3,254,487
Other income                                        794,996             448,773
      -                                         -----------        ------------
                                                 55,619,958          56,690,193

COSTS AND EXPENSES:
 Gaming/hotel operations:
   Gaming                                        18,785,251          19,206,742
   Gaming equipment leases                        1,669,244           1,517,273
   Family entertainment center                      835,149             901,221
   Food and beverage                              5,354,683           5,461,197
   Hotel and recreational vehicle park              805,183             847,543
   Showroom                                         149,351             192,338
   Truckstop, service station and mini-mart       2,538,315           2,943,264
   Marketing                                      5,451,240           6,052,787
   General and administrative                    13,664,110          14,155,472
   Property Rent                                  2,319,414           2,315,690
   Depreciation and amortization                  2,556,592           2,817,971
 Discontinued projects/Future development                --             325,156
                                               ------------        ------------
                                                 54,128,532          56,736,654
                                               ------------        ------------

Income (loss) from operations                     1,491,426             (46,461)
Interest expense,
    net of capitalized interest                  (3,340,627)         (3,490,495)

Interest income                                     795,288             806,138
Other income                                             --                  --
(Loss) gain on sale of assets                       (30,890)              2,010
                                               ------------        ------------
Loss before minority interest in consolidated
     partnerships and income taxes               (1,084,803)         (2,728,808)


Minority interest in operations
     of consolidated partnerships                   384,848             (95,699)
                                               ------------        ------------
Loss before income taxes                           (699,955)         (2,824,507)

Benefit (provision) for income taxes                342,978           1,457,564
                                               ------------        ------------
    Net loss                                     ($ 356,977)       ($ 1,366,943)
                                               ------------        ------------
                                               ------------        ------------

   Net loss per share of Common Stock               ($  .04)        ($      .15)
                                               ------------        ------------
                                               ------------        ------------
Shares used in calculating net loss
  per share of Common Stock                       9,238,316           9,271,054
                                               ------------        ------------
                                               ------------        ------------


                             See accompanying notes.


                                        4

<PAGE>

                                 BOOMTOWN, INC.

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

<TABLE>
<CAPTION>

                                                                     Three Months Ended December 31,
                                                                        1995                1996
                                                                    ------------        ------------
<S>                                                                  <C>                <C>
Cash flows from operating activities:
   Net loss                                                          ($ 356,977)        ($ 1,366,943)
   Adjustments to reconcile net loss to net
       cash (used in) provided by operating activities:
   Depreciation and amortization                                      2,556,592            2,817,971
   Deferred income taxes                                                     --               47,415
   Minority interests in operations of consolidated partnerships       (384,848)              95,699
   Changes in operating assets and liabilities:
     Accounts receivable, net                                          (288,633)            (138,884)
     Inventories                                                       (146,673)            (170,953)
     Prepaid expenses                                                   942,933            1,804,325
     Other current assets                                              (493,498)           1,538,043
     Other assets                                                    (1,560,425)          (1,116,724)
     Accounts payable                                                  (362,743)            (517,494)
     Accrued compensation                                             1,564,043            1,233,789
     Other accrued liabilities                                         (883,910)             103,748
     Accrued interest payable                                        (2,975,625)          (2,950,031)
     Income taxes payable                                               175,000              297,768
     Pre-payment of property lease                                   (2,480,387)                  --
   Other adjustments, net                                             2,649,106             (594,316)
                                                                   ------------         ------------
     Net cash (used in) provided by operating activities             (2,046,045)           1,083,413
                                                                   ------------         ------------

Cash flows from investing activities
   Proceeds from sale of property, plant and equipment                   92,047               (2,780)
   Payments for purchases of property, plant and equipment             (724,454)          (2,322,867)
   Payment to purchase interest in Louisiana Partnership                     --             (500,000)
   Change in construction related payables                              (74,188)                  --
                                                                   ------------         ------------
     Net cash used in investing activities                             (706,595)          (2,825,647)
                                                                   ------------         ------------

Cash flows from financing activities:
   Net proceeds from additions to long-term debt                        130,279                   --
   Principal payments on long-term debt                                (929,950)          (1,252,899)
                                                                   ------------         ------------
     Net cash provided by financing activities                         (799,671)          (1,252,899)
                                                                   ------------         ------------

Net decrease in cash and cash equivalents                            (3,552,311)          (2,995,133)

Cash and cash equivalents:
   Beginning of period                                               20,775,459           23,100,628
                                                                   ------------         ------------
   End of period                                                   $ 17,223,148         $ 20,105,495
                                                                   ------------         ------------
                                                                   ------------         ------------
</TABLE>


                             See accompanying notes.


                                        5

<PAGE>

                                 BOOMTO0WN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

     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 connection 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
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 December 31, 1996, the results of operations and cash flows for the
three months ended December 31, 1996 and 1995 have been included.  The Company's
operations are seasonal and thus operating results for the three months ended
December 31, 1996 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):

                                                  September 30,  December 31,
                                                      1996           1996
                                                  -------------  ------------
     11.5% first mortgage notes
       (net of unamortized discount of
       approximately $2,448,000 and
       $2,391,000 as of September 30, 1996
       and December 31, 1996, respectively)       $     101,052  $    101,109
     13% note payable                                     3,227         2,926
     11.5% notes payable                                  1,300           988
     12.25% note payable                                    448           392
     Capital lease obligations                            2,734         4,226
                                                  -------------  ------------
                                                        108,761       109,641
     Less amounts due within one year                     5,032         6,325
                                                  -------------  ------------
                                                  $     103,729  $    103,316
                                                  -------------  ------------
                                                  -------------  ------------


                                       6
<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (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's 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 LOSS PER SHARE

     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.
Fully diluted per share amounts are the same as primary per share amounts for
the periods presented.


                                        7

<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (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 three months ended December 31, 1996
                            (in thousands, unaudited)


<TABLE>
<CAPTION>

                                                                  Guarantor Entities
                                                      ------------------------------------------
                                         Boomtown,    Blue Diamond     Boomtown                   Elimination's &   Boomtown
                                           Inc.          Hotel &        Hotel &         Other    Reclassifications    Inc.
                                       (parent co.)   Casino, Inc.   Casino, Inc.   Subsidiaries      Dr(Cr)     (consolidated)
                                       ------------   ------------   ------------   ------------   ------------  --------------
                                                           (1)            (2)            (3)            (4)
<S>                                       <C>            <C>            <C>           <C>            <C>
Current assets                            $ 17,002        $ 5,594        $ 9,213       $ 10,584      ($ 11,743)      $ 30,650
Advances to affiliates                     119,256             --             --             --       (119,256)            --
Non-current assets                          47,104          2,847         59,275        102,278        (34,865)       176,639
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                          $183,362        $ 8,441        $68,488       $112,862      ($165,864)      $207,289
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                      ------------   ------------   ------------   ------------   ------------   ------------

Current liabilities                       $  9,050        $12,276        $ 4,140       $ 17,870      ($ 11,743)      $ 31,593
Non-current liabilities                    104,490             --            216          1,916             --        106,622
Advances from parent                            --         34,953         15,119         69,184       (119,256)            --
Equity                                      69,822        (38,788)        49,013         23,892        (34,865)        69,074
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                          $183,362         $8,441        $68,488       $112,862      ($165,864)      $207,289
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                      ------------   ------------   ------------   ------------   ------------   ------------

Revenues                                  $     --        $12,270        $14,048        $30,372       $     --       $ 56,690
Income (loss) from operations            ($    594)      ($ 1,565)      ($ 1,406)       $ 3,519       $     --      ($     46)
Equity in earnings (loss)
  of consolidated subsidiaries
   and partnerships                      ($  1,663)       $    --        $    --        $    --       $  1,663       $     --
Net loss                                  $    296       ($ 1,785)      ($ 1,129)       $ 1,347      ($     96)     ($  1,367)
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                      ------------   ------------   ------------   ------------   ------------   ------------

Net cash provided by (used in)
  operating activities                   ($  3,844)      ($   242)      ($   220)       $ 5,389       $     --       $  1,083
Net cash used in
  investing activities                        (501)           (33)          (591)        (1,701)            --         (2,826)
Net cash provided by (used in)
  financing activities                      (2,941)           994          3,570         (2,876)            --         (1,253)
                                      ------------   ------------   ------------   ------------   ------------   ------------

Net increase (decrease) in cash
  and cash equivalents                      (7,286)           719          2,759            812             --         (2,996)

Cash and cash equivalents:
  Beginning of year                         10,457          2,563          3,662          6,419             --         23,101
                                      ------------   ------------   ------------   ------------   ------------   ------------
  End of period                           $  3,171        $ 3,282         $6,421         $7,231            $--        $20,105
                                      ------------   ------------   ------------   ------------   ------------   ------------
                                      ------------   ------------   ------------   ------------   ------------   ------------
</TABLE>


                                        8

<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


5.   SUMMARIZED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

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

(2)  Boomtown Hotel and 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 other
     subsidiaries.  The operations of such subsidiaries are insignificant and
     have been included in the column "Other Subsidiaries".

(3)  "Other Subsidiaries" include Boomtown, Inc's. wholly-owned subsidiary in
     Louisiana, its majority owned partnership in Mississippi and 100% of the
     assets, liabilities and equity of the limited partnerships formed to
     operate the subsidiaries in those states.

(4)  Eliminations consist of Boomtown, Inc.'s (a) investment in the guarantor
     entities, (b) advances to the guarantor and non-guarantor entities and
     subsidiaries and (c) equity in 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


                                        9

<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

6.   OTHER EVENTS (CONTINUED)

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.

     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.

     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


                                       10

<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

6.   OTHER EVENTS (CONTINUED)

($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 effected 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


                                       11

<PAGE>

                                 BOOMTOWN, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

6.   OTHER EVENTS (CONTINUED)

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 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) incorporated by reference to
Boomtown, Inc's. Form 10(K) for the year ended September 30, 1996.


                                       12

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 month periods
ended December 31, 1995 and 1996 (unaudited):


                                                         Three Months Ended
                                                            December 31,
                                                        1995           1996
                                                       ------         ------

   Revenues:
     Gaming                                               80.9%          80.4%
     Non-gaming                                           19.1           19.6
                                                         -----          -----
                                                         100.0          100.0
   Operating expenses:
     Gaming                                               36.7           36.6
     Non-gaming                                           17.4           18.2
     Marketing, general & administrative                  34.4           35.6
     Property rent                                         4.2            4.1
     Discontinued projects/future development             --               .6
     Depreciation and amortization                         4.6            5.0
                                                         -----          -----
                                                          97.3          100.1

     Income (Loss) from operations                         2.7            (.1)
     Interest expense, net                                (4.6)          (4.7)
                                                         -----          -----
     Loss before minority interest and income taxes       (1.9)          (4.8)
     Minority interest                                      .7            (.2)
                                                         -----          -----

     Loss before income taxes                             (1.2)          (5.0)
     Benefit for income taxes                               .6            2.6
                                                         -----          -----

     Net income (loss)                                     (.6)%         (2.4)%
                                                         -----          -----
                                                         -----          -----

     Total revenues for the Company's fiscal quarter ending December 31, 1996
were $56.7 million as compared to $55.6 million in the prior year period, an
increase of 1.9%.  The increase in  consolidated revenues was primarily due to a
1.3% increase in the Company's gaming revenues from $45.0 million to $45.6
million during the current year quarter.  Boomtown's Las Vegas, Biloxi and New
Orleans properties showed improvements in gaming revenues of 5.2%, 13.9% and
3.2%, respectively.  The consolidated increase in gaming revenues was offset by
a decline of 17.0% in gaming revenues at the Company's Reno casino property due
to severe weather conditions in Reno's geographic markets including the Reno
area, the Pacific Northwest and Northern California.  The weather during the
quarter had a particularly negative impact on Interstate 80 on which Boomtown
Reno is heavily dependent and on the weekends which account for a majority of
the Reno property's revenue volume.  The increase in gaming revenues at the
Company's Biloxi, Mississippi property resulted from growth in slot machines
revenue due to the expansion of its bus tour, direct mail and other direct
marketing programs in an effort to increase local patronage at the Biloxi
property. Gaming revenues at the Company's Las Vegas casino property were higher
from enhanced marketing efforts including a major marketing promotion


                                       13

<PAGE>

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

titled "Wake the Dragon" which was very popular at increasing local patronage at
the Las Vegas property.

     Non-gaming revenues were $11.1 million for the quarter ended December 31,
1996 as compared to $10.6 million, an increase of 5% over the prior year
quarter.  Non-gaming revenues consist of earnings from food and beverage sales,
hotel and full service recreational parks at the Company's Reno and Las Vegas
properties, family entertainment centers at all properties and fuel and mini-
mart sales at the Company's Reno property.  The increase in non-gaming revenues
primarily resulted from higher food and beverage sales at the Boomtown
properties due to efforts to enhance food quality to attract additional gaming
patronage, as well as higher fuel sales at the Company's Reno truckstop and
mini-mart.

     The Company's consolidated margin was $25.6 million as compared to $25.5
million for the quarters ended December 31, 1996 and 1995, respectively.  During
the current year quarter the gaming margin and non-gaming margin as a percentage
of revenue was 54.5% and 7.0%, respectively as compared to 54.6% and 8.9%,
respectively during the prior year quarter.

     Marketing expenses were $6.1 million for the quarter ended December 31,
1996 as compared to $5.5 million the period ended December 31, 1995, an increase
of 11%.  Marketing expenses included costs associated with the Company's gaming
promotions; printed, radio, outdoor and television advertising and other costs
associated with attracting patronage at the Company's casino properties.  The
increase in marketing expenses resulted from promotions at the Company's Reno
and Las Vegas properties, higher cash redemption fees related to those
promotions, additional radio and outdoor advertising, higher commissions paid to
bus tour operators to transport casino patrons primarily to the Biloxi property,
higher direct mail program and other administrative expenses.

     General and administrative expenses ("G&A") were $14.2 million during the
first fiscal quarter of 1997 approximately 3.6% higher than the $13.7 million
recorded during the prior year period.  G&A expenses grew at the Company's Reno,
Biloxi, and New Orleans properties offset by lower G&A expenses from the
Company's Las Vegas property.  The overall increase in G&A expenses resulted
primarily from costs associated with the Company's campaigning efforts during
the recent gaming referendum presented in Louisiana, higher workman's
compensation insurance and other medical related benefit programs at the
Company's southern properties and additional  maintenance and security payroll
costs in order to comply with new gaming requirements in Louisiana.

     The Company also incurred future development charges of $325,000 during the
current year quarter related to the Company's gaming license application in the
state of Indiana and its pending merger with Hollywood Park, Inc. in which
Boomtown would become a wholly-owned subsidiary of Hollywood Park, Inc.

     During the quarter ended December 31, 1996 the Company incurred property
rent expenses of $2.3 million, consisting of $1.4 million at its Las Vegas
property to lease the land and building facilities as well as $951,000 at its
Biloxi property to lease the land on which the Boomtown facility lies.


                                       14


<PAGE>

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

     Depreciation and amortization expense rose 10.2% to $2.8 million during the
quarter ended December 31, 1996 resulting from an increase in the asset base of
$4.6 million.  The additions to property and equipment was primarily due to the
restructuring of certain operating leases at the Company's Biloxi property,
whereby the Company effectively converted the leases to capital leases.  The
associated equipment was then capitalized and is being depreciated over the
remaining useful lives.

     Interest expense for the quarter ended December 31, 1996 and 1995 was $3.5
million and $3.3 million, respectively of which interest on Boomtown's first
mortgage notes comprised $3.2 million and $3.1 million for the quarters,
respectively.  Additionally, during the quarter the Company generated interest
income of $806,000 as compared to $796,000 during the prior year period,
primarily from interest on the outstanding notes receivable from the owner and
lessor of the Boomtown Las Vegas property.

     During the quarter ended December 31, 1996, 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).  The company is no longer able on a
consolidated basis to allocate a 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 December 31, 1996 was cash
and cash equivalents of approximately $20.1 million, a decrease of approximately
$3.0 million from September 30, 1996.  For the first three months of fiscal
1997, the Company generated cash from operating activities of $1,083,000.  The
net cash provided from operating activities during the first three months of the
current fiscal year were derived from a net loss of $1.4 million, net changes in
operating assets and liabilities of ($510,000), depreciation and amortization
expense of $2.8 million and other uses of $143,000.

     The Company used net cash of $2.8 million, in investing activities during
the first three months of fiscal 1997, primarily related to the purchases of
property and equipment.  Net cash used in financing activities for the three
months ended December 31, 1996 were $1.3 million related to the principal
payments of long term debt.

     At December 31, 1996, 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
$4.3 million.  Three of the notes totaling $988,000 are secured by equipment,
furniture and fixtures, bear interest at 11.5% and mature in September


                                       15

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

1997.  The fourth note, with a balance of $2.9 million at December 31, 1996, 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 $392,000 at December
31, 1996, 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 $4.2 million at December 31, 1996.  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.  As of December 31, 1996 the outstanding balance on the
lease was $1.7 million and matures in September 1997.

     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.

     The statements set forth above regarding the Company's estimates of its
liquidity and capital expenditure requirements, the sufficiency of its resources
and , any expectation that the Swap would be consummated 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:  February 14, 1997      /s/ Phil E. Bryan
                              ----------------------------------------
                              Phil E. Bryan, President; Chief Operating Officer

Date:  February 14, 1997      /s/ Jon L. 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
          Mortensen and Irene Mortensen in the principal amount of $823,000 and
          accompanying Deed 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.

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


                                       23

<PAGE>

                        SCHEDULE OF EXHIBITS (CONTINUED)

EXHIBIT
NUMBER                            DESCRIPTION


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 Marquis
          Leasing 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.

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


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                        SCHEDULE OF EXHIBITS (CONTINUED)

EXHIBIT
NUMBER                            DESCRIPTION

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.

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.


                                       25

<PAGE>

                        SCHEDULE OF EXHIBITS (CONTINUED)

EXHIBIT
NUMBER                           DESCRIPTION


------------------------------
(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
          Registration Statement 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.

(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 the quarter ended March 31, 1995.


                                       26

<PAGE>

                        SCHEDULE OF EXHIBITS (CONTINUED)

EXHIBIT
NUMBER                            DESCRIPTION

(15)      Incorporated by reference to the exhibit filed with the Company's Form
          10-Q for the quarter 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.


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