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

                                    FORM 10-Q
(MARK  ONE)
[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934

                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 28, 2001

                                       OR

[     ]     TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934
 FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________

                        Commission File Number 333-38093
                                               ---------

    ISLE OF CAPRI BLACK HAWK L.L.C. / ISLE OF CAPRI BLACK HAWK CAPITAL CORP.
    ------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>


Colorado                                           84-1422931
-------------------------------------------  ----------------------
<S>                                          <C>
(State or other jurisdiction. . . . . . . .        (I.R.S. Employer
of incorporation or organization) . . . . .  Identification Number)


1641 Popps Ferry Road, Biloxi, Mississippi.                   39532
-------------------------------------------  ----------------------
(Address of principal executive offices). .              (Zip Code)
</TABLE>



Registrant's  telephone  number,  including  area  code:  (228)  396-7000

Securities  Registered  Pursuant  to  Section  12(b)  Of  the  Act:  None

Securities  Registered  Pursuant  to  Section  12(g)  Of  the  Act:  None

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
                                             --

<PAGE>
                         ISLE OF CAPRI BLACK HAWK L.L.C.
                                    FORM 10-Q
                                      INDEX

<TABLE>
<CAPTION>



<S>                                                                             <C>
                                                                                PAGE
                                                                                ----

PART I.  FINANCIAL INFORMATION
--------

  ITEM 1.  FINANCIAL STATEMENTS

                  CONSOLIDATED BALANCE SHEETS, OCTOBER 28, 2001 (UNAUDITED)
                  AND APRIL 29, 2001 . . . . . . . . . . . . . . . . . . . . .     1

                  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
                  MONTHS ENDED OCTOBER 28, 2001 AND OCTOBER 29,
                  2000 (UNAUDITED) . . . . . . . . . . . . . . . . . . . . . .     2

                  CONSOLIDATED STATEMENT OF MEMBERS' EQUITY FOR THE
                  SIX MONTHS ENDED OCTOBER 28, 2001 (UNAUDITED). . . . . . . .     3

                  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS
                  ENDED OCTOBER 28, 2001 AND OCTOBER 29, 2000 (UNAUDITED). . .     4

                  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS . . . .     5

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . .     9

PART II.  OTHER INFORMATION
--------

  ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . .    13


  ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . . . . . .    13


  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . . .     13


  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . .    13


  ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .    13


  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . .    13


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    14

EXHIBIT LIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

<PAGE>

</TABLE>

<TABLE>
<CAPTION>


                            ISLE OF CAPRI BLACK HAWK L.L.C.
                              CONSOLIDATED BALANCE SHEETS
                                    (IN THOUSANDS)



                                          ASSETS             October  28,   April 29,
--------------------------------------------------
                                                                 2001          2001
                                                             -------------  ----------
                                                             (Unaudited)
<S>                                                          <C>            <C>
Current assets:
     Cash and cash equivalents. . . . . . . . . . . . . . .  $      19,571  $   13,042
     Accounts receivable. . . . . . . . . . . . . . . . . .            375         392
     Prepaid expenses and other assets. . . . . . . . . . .          1,283         976
                                                             -------------  ----------
               Total current assets.. . . . . . . . . . . .         21,229      14,410
Property and equipment - net. . . . . . . . . . . . . . . .        102,712     103,677
Other assets:
     Deferred financing costs, net of accumulated
          amortization of $2,898 and $2,553, respectively..          1,951       2,296
     Restricted cash. . . . . . . . . . . . . . . . . . . .            258         202
     Prepaid deposits and other . . . . . . . . . . . . . .            589         649
                                                             -------------  ----------
               Total assets.. . . . . . . . . . . . . . . .  $     126,739  $  121,234
                                                             =============  ==========

               LIABILITIES AND MEMBERS' EQUITY
-----------------------------------------------------------

Current liabilities:
     Current maturities of long-term debt.. . . . . . . . .  $         555  $      555
     Accounts payable:
          Trade . . . . . . . . . . . . . . . . . . . . . .          1,311       1,243
          Related parties.. . . . . . . . . . . . . . . . .          2,506       2,190
     Accrued liabilities:
          Interest. . . . . . . . . . . . . . . . . . . . .          2,012       2,054
          Payroll and related.. . . . . . . . . . . . . . .          3,566       3,420
          Property and other taxes. . . . . . . . . . . . .          3,519       2,024
          Progressive jackpots and slot club awards.. . . .          2,323       2,190
          Other.. . . . . . . . . . . . . . . . . . . . . .          1,017         872
                                                             -------------  ----------
               Total current liabilities. . . . . . . . . .         16,809      14,548
Long-term debt, less current maturities.. . . . . . . . . .         75,925      76,202

Members' equity:
     Casino America of Colorado, Inc. . . . . . . . . . . .         18,589      16,582
     Blackhawk Gold, Ltd. . . . . . . . . . . . . . . . . .         15,416      13,902
                                                             -------------  ----------
               Total members' equity. . . . . . . . . . . .         34,005      30,484
                                                             -------------  ----------

               Total liabilities and members' equity. . . .  $     126,739  $  121,234
                                                             =============  ==========

</TABLE>

See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>



                                        ISLE OF CAPRI BLACK HAWK L.L.C.
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (UNAUDITED)
                                                (IN THOUSANDS)


                                                   Three Months Ended                     Six Months Ended
                                                  --------------------                   ------------------
                                            October 28,          October 29,       October 28,    October 29,
                                                2001                 2000             2001           2000
                                        --------------------  ------------------  -------------  -------------
<S>                                     <C>                   <C>                 <C>            <C>
Revenues:
     Casino. . . . . . . . . . . . . .  $            28,785   $          26,587   $     55,835   $     51,043
     Rooms.. . . . . . . . . . . . . .                1,468               1,130          2,896          1,194
     Food, beverage and other. . . . .                3,909               3,607          7,683          6,970
                                        --------------------  ------------------  -------------  -------------
           Gross revenues. . . . . . .               34,162              31,324         66,414         59,207
           Less promotional allowances                5,950               5,008         11,487          9,606
                                        --------------------  ------------------  -------------  -------------
                   Net revenues. . . .               28,212              26,316         54,927         49,601
Operating expenses:
     Casino. . . . . . . . . . . . . .                4,052               3,751          8,009          7,322
     Gaming taxes. . . . . . . . . . .                5,639               5,256         11,008         10,060
     Rooms . . . . . . . . . . . . . .                  303                 393            618            462
     Food, beverage and other. . . . .                  988               1,011          1,990          1,871
     Facilities. . . . . . . . . . . .                1,068               1,120          2,134          2,143
     Marketing and administrative. . .                6,242               6,114         12,220         11,880
     Management fees.. . . . . . . . .                1,253               1,148          2,436          2,167
     Depreciation and amortization . .                1,020                 801          2,010          1,375
                                        --------------------  ------------------  -------------  -------------
          Total operating expenses . .               20,565              19,594         40,425         37,280
                                        --------------------  ------------------  -------------  -------------
     Operating income. . . . . . . . .                7,647               6,722         14,502         12,321
     Interest expense. . . . . . . . .               (3,080)             (3,156)        (6,124)        (5,523)
     Interest income . . . . . . . . .                   72                  51            143             81
                                        --------------------  ------------------  -------------  -------------
Net income . . . . . . . . . . . . . .  $             4,639   $           3,617   $      8,521   $      6,879
                                        ====================  ==================  =============  =============

</TABLE>
See notes to consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>



                         ISLE OF CAPRI BLACK HAWK L.L.C.
                    CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
                                   (UNAUDITED)
                                 (IN THOUSANDS)


                             Casino America of    Blackhawk          Total
                              Colorado, Inc.      Gold, Ltd.    Members' Equity
                            -------------------  ------------  -----------------
<S>                         <C>                  <C>           <C>
Balance, April 29, 2001. .  $           16,582   $    13,902   $         30,484
     Net income. . . . . .               4,857         3,664              8,521
     Members' distributions              (2,850)       (2,150)            (5,000)
                            -------------------  ------------  -----------------
Balance, October 28, 2001.  $           18,589   $    15,416   $         34,005
                            ===================  ============  =================

</TABLE>
See notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>



                           ISLE OF CAPRI BLACK HAWK L.L.C.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
                                    (IN THOUSANDS)


                                                                Six Months Ended
                                                               ------------------
                                                          October 28,    October 29,
                                                             2001           2000
                                                         -------------  -------------
<S>                                                      <C>            <C>


OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . .  $      8,521   $      6,879
Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation and amortization. . . . . . . . . . .         2,010          1,375
     Amortization of deferred financing costs.. . . . .           345            344
     Changes in current assets and liabilities:
          Accounts receivable.. . . . . . . . . . . . .            17           (139)
          Prepaid expenses and other assets . . . . . .          (307)          (265)
          Accounts payable and accrued liabilities. . .         2,261          3,516
                                                         -------------  -------------
Net cash provided by operating activities . . . . . . .        12,847         11,710

INVESTING ACTIVITIES:
Purchase of property and equipment. . . . . . . . . . .        (1,045)        (6,928)
Increase in restricted cash . . . . . . . . . . . . . .           (56)             -
Deposits and other. . . . . . . . . . . . . . . . . . .            60            (61)
                                                         -------------  -------------
Net cash used in investing activities.. . . . . . . . .        (1,041)        (6,989)

FINANCING ACTIVITIES:
Principal payments on debt. . . . . . . . . . . . . . .          (277)          (409)
Members' distributions . . . . . . . . . . . . . . . . .        (5,000)            -
                                                         -------------  -------------
Net cash used in financing activities . . . . . . . . .        (5,277)          (409)

Net increase in cash and cash equivalents . . . . . . .         6,529          4,312
Cash and cash equivalents at beginning of period. . . .        13,042          6,513
                                                         -------------  -------------
Cash and cash equivalents at end of period. . . . . . .  $     19,571   $     10,825
                                                         =============  =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash payments for interest.. . . . . . . . . . . .  $      6,166   $      5,787

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
     AND FINANCING ACTIVITIES:
     Construction costs funded through accounts payable             -            458

</TABLE>

See notes to consolidated financial statements.

<PAGE>

                         ISLE OF CAPRI BLACK HAWK L.L.C.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation

     On  April  25,  1997 ("Date of Inception"), Isle of Capri Black Hawk L.L.C.
("Isle-Black  Hawk"),  a  Colorado  limited  liability  company,  was  formed.
Isle-Black  Hawk  is  owned  by Casino America of Colorado, Inc., a wholly-owned
subsidiary  of  Isle  of  Capri  Casinos,  Inc.,  and  Blackhawk  Gold,  Ltd., a
wholly-owned  subsidiary of Nevada Gold & Casinos, Inc. The principal purpose of
Isle-Black  Hawk  has  been  to  develop  and  operate  a  casino in Black Hawk,
Colorado,  which  opened  December  30,  1998.

     The  rights  and  obligations  of  Casino  America  of  Colorado,  Inc. and
Blackhawk  Gold, Ltd. are governed in part by the Amended and Restated Operating
Agreement  of  Isle-Black Hawk (the "Agreement") dated as of July 29, 1997.  The
Agreement  provides  that Isle-Black Hawk will continue until December 31, 2096,
or  until  such  date  that  dissolution  may occur.  Pursuant to the Agreement,
Casino  America  of  Colorado,  Inc.  contributed cash, land purchase rights and
development  costs  to Isle-Black Hawk and Blackhawk Gold, Ltd. contributed land
to  Isle-Black  Hawk.

     On  July 29, 1997, Casino America of Colorado, Inc., Isle of Capri Casinos,
Inc.,  Blackhawk Gold, Ltd., and Nevada Gold & Casinos, Inc. also entered into a
Members  Agreement  (the "Members Agreement") which addressed the development of
Isle-Black  Hawk,  management  of  Isle-Black  Hawk,  additional  capital
contributions,  and  other  matters.  Casino  America  of  Colorado, Inc. has an
ownership  interest  in  Isle-Black  Hawk of 57% and Blackhawk Gold, Ltd. has an
ownership  interest in Isle-Black Hawk of 43%.  Profits and losses of Isle-Black
Hawk  are  allocated  in  proportion  to  ownership  interests.

     On  August  20,  1997, Isle-Black Hawk and Isle of Capri Black Hawk Capital
Corp.,  a  wholly-owned  subsidiary  of  Isle-Black Hawk that has no operations,
issued  $75.0  million  of 13% First Mortgage Notes (the "First Mortgage Notes")
due  2004  with  Contingent  Interest  in  order to finance the construction and
development  of  Isle-Black  Hawk.

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  for  interim  financial information and 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 for complete financial statements.  In the opinion of management, all
adjustments, consisting of normal recurring adjustments considered necessary for
a  fair  presentation  have  been included. Operating results for the three and
six month  period, ended October 28, 2001, are not necessarily indicative of the
results  that  may  be  expected for the fiscal year ending April 28, 2002.  For
further  information,  refer  to  the  consolidated  financial  statements  and
footnotes  thereto  included in Isle-Black Hawk's annual report on Form 10-K for
the  year  ended  April  29,  2001.

     The  consolidated  financial  statements  of  Isle-Black  Hawk  include the
accounts of Isle-Black Hawk and its subsidiary, Isle of Capri Black Hawk Capital
Corp.  All  material intercompany balances and transactions have been eliminated
in  consolidation.

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted  in  the  United  States  necessarily  requires
management to make estimates and assumptions that affect the reported amounts of
assets  and  liabilities  and disclosure of contingent assets and liabilities at
the date of the financial statements as well as revenues and expenses during the
reporting  period.  Actual  amounts  when  ultimately realized could differ from
those  estimates.



<PAGE>
                    ISLE OF CAPRI BLACK HAWK L.L.C.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

New  Pronouncements

     In July 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards  No.  141,  Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15, 2001.  Early adoption is permitted for companies with fiscal years
beginning  after  March  15,  2001,  provided that their first quarter financial
statements  have  not  been issued. Under the new rules, goodwill and intangible
assets  deemed  to have indefinite lives will no longer be amortized but will be
subject  to  annual  impairment  tests in accordance with the Statements.  Other
intangible  assets  will  continue  to  be  amortized  over  their useful lives.

     The  Company  has  elected  early adoption and has applied the new rules on
accounting  for  goodwill  and  other  intangible  assets beginning in the first
quarter  of  the  fiscal  year  ending  April  30,  2002.  Application  of  the
nonamortization  provisions  of the Statement, net of taxes, is expected to have
no  material  effect.

     Effective  fourth  quarter  fiscal  2001,  the Company adopted new guidance
issued  by  the Emerging Issues Task Force of the Financial Accounting Standards
Board relative to EITF Issue No. 00-14 "Accounting for Certain Sales Incentives"
and  EITF Issue No. 00-22, "Accounting for "Points" and Certain Other Time-Based
Sales Incentive Offers, and Offers for Free Products or Services to be Delivered
in  the Future". EITF Issue No.00-14 requires the redemption of coupons for cash
to  be recognized as a reduction of revenue and EITF Issue No.00-22 requires the
redemption  of "points" for cash to be recognized as a reduction of revenue. The
Company  has  complied  with  the  requirements  of  this  new  guidance  in the
accompanying  consolidated  statements  of operations. To be consistent with the
fiscal  2002 presentation, approximately $2.4 million of slot points expense and
$4.8  million  of  cash  coupon  redemptions,  previously  reported as marketing
expenses, have been reclassified to promotional allowances for the three and six
months  ended  October  29,  2000,  respectively.

     In  June  1998,  FASB  Statement  No.  133  Accounting  for Derivative
Instruments  and  Hedging  Activities  ("FASB  133")  was  issued.  FASB  133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  In  June  1999,  FASB  Statement  No.  137  Accounting for
Derivative  Instruments  and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 ("FASB 137") was issued.  FASB 133, as amended by FASB
137,  is  effective  for all fiscal quarters of all fiscal years beginning after
June  15, 2000.  The Company does not have any derivative or hedging instruments
as  of  October  28, 2001 and expects FASB Statement No. 133 to have no material
effect.

2.  PROPERTY  AND  EQUIPMENT

     Property  and  equipment is recorded at cost except for land contributed by
Blackhawk Gold, Ltd., which is recorded at its appraised value.  Depreciation is
computed  using  the  straight-line  method  over the following estimated useful
lives:

<TABLE>
<CAPTION>



<S>                                <C>
                                   YEARS
                                   -----
Slot machines.. . . . . . . . . .      3
Furniture, fixtures and equipment   5-10
Buildings and improvements. . . .   39.5
</TABLE>




<PAGE>
                    ISLE OF CAPRI BLACK HAWK L.L.C.
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  LONG-TERM  DEBT

Long-term  debt  consists  of  the  following:

<TABLE>
<CAPTION>




                                                                             October 28,   April 29,
                                                                                 2001         2001
                                                                             ------------  ----------
                                                                                  (In thousands)
<S>                                                                          <C>           <C>
13% First Mortgage Notes, issued by Isle of Capri Black Hawk L.L.C.,
     due August 2004; non-recourse to Isle of Capri Casinos, Inc. . . . . .  $     75,000  $   75,000
Note payable interest at 90 day LIBOR + 3.00% (5.28% on October 28, 2001),
     issued by Isle of Capri Black Hawk L.L.C., due June 2004;
     non-recourse to Isle of Capri Casinos, Inc . . . . . . . . . . . . . .         1,480       1,757
                                                                             ------------  ----------
                                                                                   76,480      76,757
Less: current maturities. . . . . . . . . . . . . . . . . . . . . . . . . .           555         555
                                                                             ------------  ----------
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     75,925  $   76,202
                                                                             ============  ==========

</TABLE>




13%  First  Mortgage  Notes

     On  August  20,  1997,  Isle-Black  Hawk  issued $75.0 million of 13% First
Mortgage  Notes  with  contingent  interest,  due  August  31,  2004,  that  is
non-recourse debt to Isle of Capri Casinos, Inc.  Interest on the First Mortgage
Notes  is  payable  semi-annually  on  February  28  and August 31 of each year,
commencing  February  28, 1998.  Additionally, contingent interest is payable on
the  First  Mortgage  Notes  on  each  interest  payment  date,  in an aggregate
principal  amount  of 5% of Isle-Black Hawk's Consolidated Cash Flow (as defined
in  the  Indenture),  provided  that no contingent interest was payable prior to
commencement  of  operations  and may, under certain circumstances, be deferred.
Every  six  months  Isle-Black  Hawk  has  met  its  debt covenant ratios to pay
contingent  interest in accordance with the Indenture.  The amount of contingent
interest  expense  recorded  for the three and six months ended October 28, 2001
totaled  $.4  million and $.8 million, respectively.  The amount of contingent
interest  expense  recorded  for the three and six months ended October 29, 2000
totaled  $.4  million  and  $.7  million,  respectively.

     The  First  Mortgage Notes are redeemable at the option of Isle-Black Hawk,
in  whole or in part, at any time on or after August 31, 2001, at the redemption
prices  (expressed  as  percentages  of  principal  amount) set forth below plus
accrued  and  unpaid  interest  to  the  redemption date, if redeemed during the
12-month  period  beginning  on  August  31  of  the  years  indicated  below:


<TABLE>
<CAPTION>



<S>                   <C>
Year                   Percentage
--------------------  -----------
2001 . . . . . . . .     106.500%
2002.. . . . . . . .     103.200%
2003 and thereafter.     100.000%

</TABLE>



          On  August  16,  2001,  as  required by the Indenture, Isle-Black Hawk
offered  to  purchase  for  cash  up  to  $4.2 million principal amount of First
Mortgage  Notes  at a price of $1,010 per $1,000 principal amount, plus interest
accrued  up to, but not including, the payment date in accordance with the terms
of the Indenture.   None of the First Mortgage Notes were tendered for purchase.
Isle-Black  Hawk  is  required  to make an offer based upon excess cash flow, as
defined,  every  year  during  the term of the First Mortgage Notes. See note 5.

<PAGE>
                    ISLE OF CAPRI BLACK HAWK L.L.C.
         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  LONG-TERM  DEBT  (CONTINUED)

The  CIT  Group  Note

     In November 2000, Isle-Black Hawk issued a $1.9 million note payable to The
CIT  Group,  due  June 2004, that is non-recourse debt to Isle of Capri Casinos,
Inc.  The note is payable in 42 monthly installments starting in January 2001 of
$46,239  principal  plus variable interest at 90 day LIBOR plus 3%. The proceeds
from  the  note  payable  were  used  to  finance hotel equipment that serves as
collateral  on  the  note.


Other

     Isle-Black  Hawk obtained a letter of credit, as a requirement to guarantee
the  City  of  Black Hawk (the "City") improvements according to the subdivision
improvement agreement with the City.  The letter of credit, totaling $.4 million
and insured by $.2 million of restricted cash, can be drawn upon by the City for
repair  on  the  public  improvements during the one-year warranty period ending
February  2002.

     Substantially all of Isle-Black Hawk's assets are pledged as collateral for
long-term  debt. At October 28, 2001, Isle-Black Hawk was in compliance with all
debt  covenants.


4.  RELATED  PARTY  TRANSACTIONS

     Management  Agreement

     On  April  25,  1997,  Isle-Black Hawk entered into a Management Agreement,
which  was  subsequently  amended and restated on July 29, 1997 (the "Management
Agreement"),  with  Isle  of  Capri  Casinos,  Inc., which manages the casino in
exchange  for a fee.  The management fee is equal to two percent of revenues, as
defined, plus ten percent of operating income, but not to exceed four percent of
revenues,  as defined.  The management fee became effective upon commencement of
casino  operations.

     Loans

     In  August  2000,  Isle-Black  Hawk  completed  construction  of  its hotel
containing  237  rooms  for approximately $29.0 million.  Isle of Capri Casinos,
Inc.  loaned  Isle-Black Hawk a total of $5.75 million which was used to develop
the  hotel.  The  first  loan,  $5.0  million,  was repaid by Isle-Black Hawk on
November  28, 2000.  The second loan, $.75 million, is due and payable upon the
redemption  of  the  First  Mortgage  Notes.  The  loan  is recorded in accounts
payable-related  parties  in  the  accompanying  balance  sheet.

5.  SUBSEQUENT  EVENTS

     On  November  16,  2001,  Isle-Black  Hawk announced that it has elected to
redeem  all  of its outstanding 13% First Mortgage Notes in the principal amount
of  $75.0  million  due  2004 on December 18, 2001.  The redemption price of the
Notes  is  106.500%  of the principal amount plus accrued and unpaid interest to
the  date  of  redemption,  which  equals  a redemption price of $1,065 for each
$1,000  principal amount of Notes, plus accrued and unpaid interest.  Isle-Black
Hawk expects to record an extraordinary loss in the third quarter ending January
27, 2002 of approximately $6.8 million related to early payment premiums as well
as  the  write-off  of  debt  acquisition  costs.

     Isle-Black  Hawk  intends to fund the redemption of the Notes with proceeds
from  a  new  $90.0  million  secured credit facility, comprised of two separate
$40.0  million  term loans and a $10.0 million revolver, from a group of lenders
including  CIBC World Markets, as Administrative Agent.  The interest rate, on a
blended  basis, will fluctuate from LIBOR plus 2.75% to LIBOR plus 4%, depending
on  Isle-Black  Hawk's  consolidated  total  leverage  and  the  amount of funds
borrowed.  Any  undrawn  revolver  capacity  under  the  credit facility will be
available  for  working  capital  and  other  general  company  purpose.


<PAGE>

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

     The  following  discussion  should  be  read  in  conjunction  with, and is
qualified  in its entirety by, Isle-Black Hawk's financial statements, including
the  notes  thereto,  and other financial information included elsewhere in this
report.

     The  following  discussion includes "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.  In particular,
statements  concerning  the  effects  of increased competition in the Black Hawk
market, the effects of regulatory and legislative matters, and Isle-Black Hawk's
plans  to  make  capital  investments  at  its  facility  are  forward-looking
statements.  Although  Isle-Black  Hawk  believes  that  the  expectations  are
reasonable,  there  can be no assurance that such expectations are reasonable or
that  they  will  be  correct.  Actual  results  may  vary materially from those
expected.

GENERAL

     Isle-Black  Hawk  was organized on April 25, 1997 and from that time, until
the  opening  of  the  casino on December 30, 1998, Isle-Black Hawk's activities
were  limited  to the design, construction and opening of the casino. Isle-Black
Hawk  includes a 43,000 square-foot gaming facility on a single floor with 1,120
slot machines, 14 table games, on-site covered parking for 1,100 vehicles, a 237
deluxe  room  hotel  and  various  other  amenities.

     Isle  of  Capri  Black  Hawk  Capital Corp. is a wholly owned subsidiary of
Isle-Black  Hawk  and  was  incorporated  for  the  sole  purpose  of serving as
co-issuer  of  the First Mortgage Notes.  Isle of Capri Black Hawk Capital Corp.
has  not  and  will  not  have  any  operations  or material assets or revenues.

     Isle-Black  Hawk believes that its historical results of operations may not
be  indicative  of  its  future results of operations because of the substantial
present  and  expected  future  increase  in competition for gaming customers in
Isle-Black  Hawk's  market,  as  new casinos open and existing casinos add to or
enhance  their  facilities.

     Isle-Black Hawk also believes that its operating results may be affected by
seasonality  and  weather.

RESULTS  OF  OPERATIONS

Three Fiscal Months Ended October 28, 2001 Compared to Three Fiscal Months Ended
October  29,  2000

     Gross  revenue  for  the  quarter ended October 28, 2001 was $34.2 million,
which included $28.8 million of casino revenue, $1.5 million of room revenue and
$3.9  million  of  food,  beverage  and  other  revenue.  This compares to gross
revenue  for  the  prior  year  fiscal  quarter  ended October 29, 2000 of $31.3
million,  which  included  $26.6 million of casino revenue, $1.1 million of room
revenue  and  $3.6  million of food, beverage and other revenue.  Casino revenue
increased  $2.2  million  or  8.3% primarily as a result of the increase in slot
revenue  that  was driven by the growth in the Black Hawk market. The Black Hawk
market  has  grown  an average of 9.5% over the prior year fiscal quarter.  Room
revenue  increased  $.3  million or 29.9% due to higher occupancy rates.  Food,
beverage  and  other  revenue  increased  by $.3 million or 8.4% as a result of
increased hotel occupancy.  Promotional allowances were $6.0 million or 17.4% of
gross revenue for the current quarter compared to $5.0 million or 16.0% of gross
revenue  for  the  same  quarter  last  year.

     Casino  operating  expenses  for the quarter ended October 28, 2001 totaled
$4.1  million,  or  14.1%  of casino revenue.  This compares to casino operating
expenses  for  the  prior  year  fiscal  quarter  ended October 29, 2000 of $3.8
million,  or 14.1% of casino revenue.  These expenses are primarily comprised of
salaries,  wages  and  benefits  and  other  operating  expenses  of the casino.

     State  and local gaming taxes paid in Colorado totaled $5.6 million for the
quarter  ended  October 28, 2001, compared to $5.3 million for the quarter ended
October  29,  2000,  which is consistent with the applicable Colorado gaming tax
rate  for  the  respective  quarters.


<PAGE>

     Food,  beverage  and  other  expenses  totaled $1.0 million for the quarter
ended  October  28, 2001, compared to $1.0 million for the quarter ended October
29, 2000.  These expenses consist primarily of the cost of goods sold, salaries,
wages  and benefits and operating expenses of these departments.  Food, beverage
and  other  operating  expenses  as  a  percentage  of  food, beverage and other
revenues  decreased  to 25.3% for the quarter ended October 28, 2001 compared to
28.0%  for  the  quarter  ended  October  29,  2000  as  a  result of sales mix.

     Marketing and administrative expenses totaled $6.2 million, or 22.1% of net
revenue, for the quarter ended October 28, 2001.  This compares to marketing and
administrative  expenses  of  $6.1  million,  or  23.2%  of net revenue, for the
quarter  ended October 29, 2000.  Marketing expenses include salaries, wages and
benefits  of  the  marketing  and  sales  departments,  as  well  as promotions,
advertising,  special events and entertainment.  Administrative expenses include
administration  and  human resource department expenses, rent, professional fees
and  property  taxes.  These  expenses were higher as a percentage of revenue in
the  quarter  ended  October  29,  2000  due to additional costs associated with
building  the  "Isle"  brand  name  in  the  Isle-Black  Hawk  market.


     Management  fees  totaled  $1.3  million,  or  4.4% of net revenue, for the
quarter ended October 28, 2001 compared to $1.1 million, or 4.4% of net revenue,
for  the  quarter  ended October 29, 2000.  Management fees reflect fees paid to
Isle of Capri Casinos, Inc. for management services rendered to Isle-Black Hawk.

     Depreciation and amortization expense was $1.0 million and $.8 million for
the  quarters  ended  October  28, 2001 and October 29, 2000, respectively.  The
increase  in  depreciation  and  amortization  expense  is  consistent  with the
increase  in  fixed  assets  placed  in  service,  primarily  the  hotel.

     Interest  expense  was $3.1 million for the quarter ended October 28, 2001,
which  is  comparable  to  $3.2  million for the quarter ended October 29, 2000.
Interest  expense  primarily relates to indebtedness incurred in connection with
the  acquisition  of  property  and  equipment.


Six  Fiscal  Months  Ended  October 28, 2001 Compared to Six Fiscal Months Ended
October  29,  2000

     Gross  revenue for the six months ended October 28, 2001 was $66.4 million,
which included $55.8 million of casino revenue, $2.9 million of room revenue and
$7.7  million  of  food,  beverage  and  other  revenue.  This compares to gross
revenue  for  the  six  months  ended  October  29, 2000 of $59.2 million, which
included  $51.0 million of casino revenue, $1.2 million of room revenue and $7.0
million  of  food,  beverage  and  other revenue.  Casino revenue increased $4.8
million  or  9.4% primarily as a result of the increase in slot revenue that was
driven  by  a  3.9%  increase in patron count as well as the growth in the Black
Hawk  market. The Black Hawk market has grown an average of 8.2% over prior year
fiscal period.  Room revenue increased $1.7 million or 142.5% due to the opening
of  the  new  hotel  in  August  2000  as well as higher occupancy rates.  Food,
beverage and other revenue increased by $.7 million or 10.2% as a result of the
hotel  opening.   Promotional  allowances  were  $11.5 million or 17.3% of gross
revenue  for  the  current six month period compared to $9.6 million or 16.2% of
gross  revenue  for  the  same  period  last  year.

     Casino operating expenses for the six months ended October 28, 2001 totaled
$8.0  million,  or  14.3%  of casino revenue.  This compares to casino operating
expenses  for the six months ended October 29, 2000 of $7.3 million, or 14.3% of
casino  revenue.  These  expenses are primarily comprised of salaries, wages and
benefits  and  other  operating  expenses  of  the  casino.

     State and local gaming taxes paid in Colorado totaled $11.0 million for the
six  months ended October 28, 2001, compared to $10.1 million for the six months
ended  October 29, 2000, which is consistent with the applicable Colorado gaming
tax  rate  for  the  respective  quarters.

     Food,  beverage  and other expenses totaled $2.0 million for the six months
ended  October  28,  2001,  compared  to  $1.9  million for the six months ended
October  29,  2000.  These expenses consist primarily of the cost of goods sold,
salaries, wages and benefits and operating expenses of these departments.  Food,
beverage  and  other  operating  expenses  as a percentage of food, beverage and
other  revenues  decreased  to  25.9%  for the six months ended October 28, 2001
compared to 26.8% for the six months ended October 29, 2000 as a result of sales
mix.

<PAGE>


     Marketing  and  administrative  expenses totaled $12.2 million, or 22.2% of
net  revenue,  for  the  six  months  ended  October 28, 2001.  This compares to
marketing  and  administrative  expenses  of  $11.9  million,  or  24.0%  of net
revenue,  for the six months ended October 29, 2000.  Marketing expenses include
salaries,  wages and benefits of the marketing and sales departments, as well as
promotions,  advertising,  special  events  and  entertainment.  Administrative
expenses  include  administration  and human resource department expenses, rent,
professional  fees  and  property  taxes.   These  expenses  were  higher  as  a
percentage  of  revenue  for  the  six  months ended October 29, 2000 due to the
additional  costs  associated  with  building  the  "Isle"  brand  name  in  the
Isle-Black  Hawk  market.

     Management  fees  totaled $2.4 million, or 4.4% of net revenue, for the six
months  ended October 28, 2001 compared to $2.2 million, or 4.4% of net revenue,
for the six months ended October 29, 2000.  Management fees reflect fees paid to
Isle of Capri Casinos, Inc. for management services rendered to Isle-Black Hawk.

     Depreciation and amortization expense was $2.0 million and $1.4 million for
the  six  months ended October 28, 2001 and October 29, 2000, respectively.  The
increase  in  depreciation  and  amortization  expense  is  consistent  with the
increase  in  fixed  assets  placed  in  service,  primarily  the  hotel.

     Interest  expense  was  $6.1  million  for the six months ended October 28,
2001.  This  compares  to  interest  expense  of $5.5 million for the six months
ended  October  29,  2000  net of capitalized interest of $.7 million.  Interest
expense  primarily  relates  to  indebtedness  incurred  in  connection with the
acquisition  of  property  and  equipment.


LIQUIDITY  AND  CAPITAL  RESOURCES

     At  October 28, 2001 Isle-Black Hawk had cash and cash equivalents of $19.6
million  compared  to cash and cash equivalents of $13.0 million as of April 29,
2001.  The  increase  in  cash is primarily a result of cash flow from operating
activities.  During  the  six  months  ended October 28, 2001, Isle-Black Hawk's
operating  activities  provided $12.8 million of cash compared to the six months
ended October 29, 2000, in which Isle-Black Hawk's operating activities provided
$11.7  million  of  cash.

     Isle-Black  Hawk invested $1.0 million in property and equipment during the
six  months ended October 28, 2001, primarily for additional slot machines and a
new  warehouse.  This compares with the $6.9 million invested by Isle-Black Hawk
in property and equipment during the six months ended October 29, 2000 primarily
for  the  completion  of  the  hotel  facility.

     Isle-Black  Hawk  anticipates  that  additional  capital  improvements
approximating  $3.1  million will be made during the remainder of fiscal 2002 to
maintain its existing facility and remain competitive in its market.  Isle-Black
Hawk  expects  that  available  cash  and  cash  from  future operations will be
adequate  to  fund  future expansion, planned capital expenditures, service debt
and  meet  working  capital requirements.  There is no assurance that Isle-Black
Hawk  will  have the capital resources to make all of the expenditures described
above  or  that  planned  capital  investments  will  be sufficient to allow the
Isle-Black  Hawk  to remain competitive in its existing market. In addition, the
Indenture restricts, among other things, the Isle-Black Hawk's ability to borrow
money,  make capital expenditures, use assets as security in other transactions,
make  restricted  payments  or  restricted  investments,  incur  contingent
obligations, sell assets and enter into leases and transactions with affiliates.
In  addition,  Isle-Black Hawk is required to make significant interest payments
semi-annually  on  its  First  Mortgage  Notes,  which  will  include additional
contingent  interest.

     Isle-Black  Hawk is highly leveraged and may be unable to obtain additional
debt  or  equity  financing  on  acceptable  terms.  As a result, limitations on
Isle-Black  Hawk's  capital  resources  could  delay or cause the abandonment of
certain  plans  for  capital  improvements.

     On  November  16,  2001,  Isle-Black  Hawk announced that it has elected to
redeem  all  of its outstanding 13% First Mortgage Notes in the principal amount
of  $75.0  million  due  2004 on December 18, 2001.  The redemption price of the
Notes  is 106.5% of the principal amount plus accrued and unpaid interest to the
date  of  redemption,  which equals a redemption price of $1,065 for each $1,000
principal  amount  of  Notes, plus accrued and unpaid interest.  Isle-Black Hawk
will record a one-time charge in the third quarter of approximately $6.8 million
related  to  the  early  extinguishment  of  debt.


<PAGE>

     Isle-Black  Hawk  intends  to  fund the redemption with proceeds from a new
$90.0  million  secured credit facility, comprised of two separate $40.0 million
term  loans and a $10.0 million revolver, from a group of lenders including CIBC
World  Markets, as Administrative Agent.  The interest rate, on a blended basis,
will fluctuate  from LIBOR  plus 2.75% to LIBOR plus 4%, depending on Isle-Black
Hawk's  consolidated  total  leverage and the amount of funds borrowed.  Undrawn
revolver  capacity  under the CIBC credit facility will be available for working
capital  and  other  general  company  purposes.  Assuming  a  rate of 7%, the
transaction  will  increase  Isle-Black  Hawk's  after  tax  net  income  by
approximately  $3.0  million  per  annum.


<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

          None.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

          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.

          (a).     Exhibits.
                   --------

               A  list of the exhibits included as part of this Form 10-Q is set
forth  in  the  Exhibit  Index  that immediately precedes such exhibits,
which  is  incorporated  herein  by  reference.

          (b).     Reports  on  Form  8-K.
                   ----------------------

               During  the quarter ended October 28, 2001, the Company filed the
following  reports  on  Form  8-K:

               None.


<PAGE>
                                   SIGNATURES

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

          ISLE  OF  CAPRI  BLACK  HAWK  L.L.C.
<TABLE>
<CAPTION>



<S>                                                <C>
Dated:  December 10, 2001 . . . . . . . . . . . .  /s/ Rexford A. Yeisley
                                                   ----------------------
                                    Rexford A. Yeisley, Chief Financial Officer,
                                    (Principal Financial and Accounting Officer)

</TABLE>





<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT  NUMBER     DESCRIPTION
---------------     -----------

None.