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 January 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)

                 Colorado                                       84-1422931
           -------------------                               ----------------
     (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)

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, JANUARY 28, 2001 (UNAUDITED)
                  AND APRIL 30, 2000. . . . . . . . . . . . . . . . . . . . . .     1

                  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE
                  MONTHS ENDED JANUARY 28, 2001 AND JANUARY 23, 2000 (UNAUDITED)    2

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

                  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
                  ENDED JANUARY 28, 2001 AND JANUARY 23, 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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



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


                          ASSETS                              January 28,   April 30,
                          ------
                                                                 2001         2000
                                                             ------------  ----------
                                                             (Unaudited)
Current assets:
     Cash and cash equivalents. . . . . . . . . . . . . . .  $     12,806  $    6,513
     Accounts receivable:
          Related parties . . . . . . . . . . . . . . . . .             8           4
          Other . . . . . . . . . . . . . . . . . . . . . .           316         198
     Prepaid expenses and other assets. . . . . . . . . . .         1,048         898
                                                             ------------  ----------
               Total current assets.. . . . . . . . . . . .        14,178       7,613
Property and equipment - net. . . . . . . . . . . . . . . .       104,344      98,711
Other assets:
     Deferred financing costs, net of accumulated
          amortization of $2,382 and $1,865, respectively..         2,468       2,984
     Prepaid deposits and other . . . . . . . . . . . . . .           690         584
                                                             ------------  ----------
               Total assets.. . . . . . . . . . . . . . . .  $    121,680  $  109,892
                                                             ============  ==========

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

Current liabilities:
     Current maturities of long-term debt.. . . . . . . . .  $      2,087  $      768
     Accounts payable:
          Trade . . . . . . . . . . . . . . . . . . . . . .         1,704       1,685
          Related parties.. . . . . . . . . . . . . . . . .         2,069       4,731
     Accrued liabilities:
          Interest. . . . . . . . . . . . . . . . . . . . .         4,786       1,970
          Payroll and related.. . . . . . . . . . . . . . .         3,583       3,365
          Property and other taxes. . . . . . . . . . . . .         2,779       1,919
          Progressive jackpots and slot club awards.. . . .         2,203       1,964
          Other.. . . . . . . . . . . . . . . . . . . . . .         1,210       2,098
                                                             ------------  ----------
               Total current liabilities. . . . . . . . . .        20,421      18,500
Long-term debt, less current maturities.. . . . . . . . . .        75,000      75,000

Members' equity:
     Casino America of Colorado, Inc. . . . . . . . . . . .        14,174       8,550
     Blackhawk Gold, Ltd. . . . . . . . . . . . . . . . . .        12,085       7,842
                                                             ------------  ----------
               Total members' equity. . . . . . . . . . . .        26,259      16,392
                                                             ------------  ----------
               Total liabilities and members' equity. . . .  $    121,680  $  109,892
                                                             ============  ==========

</TABLE>
                 See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>



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

                                            Three Months Ended            Nine Months Ended
                                            ------------------            -----------------
                                         January 28,   January 23,   January 28,    January 23,
                                            2001          2000          2001           2000
                                        ------------  ------------  ------------  ------------
Revenue:
     Casino. . . . . . . . . . . . . .  $    24,559   $    22,961   $    75,602   $    62,646
     Rooms . . . . . . . . . . . . . .          702             -         1,556             -
     Food, beverage and other. . . . .        1,234         1,043         3,732         3,407
                                        ------------  ------------  ------------  ------------
          Total revenue. . . . . . . .       26,495        24,004        80,890        66,053
Operating expenses:
     Casino. . . . . . . . . . . . . .        3,840         3,238        11,162         8,862
     Gaming taxes. . . . . . . . . . .        4,879         4,615        14,939        12,418
     Rooms . . . . . . . . . . . . . .          347             -           809             -
     Food and beverage . . . . . . . .          883           773         2,754         2,452
     Facilities. . . . . . . . . . . .        1,059           869         3,202         2,391
     Marketing and administrative. . .        7,401         7,869        24,075        22,475
     Management fees.. . . . . . . . .        1,068           939         3,235         2,654
     Depreciation and amortization . .        1,025           567         2,400         1,557
                                        ------------  ------------  ------------  ------------
          Total operating expenses . .       20,502        18,870        62,576        52,809
                                        ------------  ------------  ------------  ------------
     Operating income. . . . . . . . .        5,993         5,134        18,314        13,244
     Interest expense. . . . . . . . .       (3,054)       (2,791)       (8,577)       (8,350)
     Interest income . . . . . . . . .           49           105           130           323
                                        ------------  ------------  ------------  ------------
     Net income. . . . . . . . . . . .  $     2,988   $     2,448   $     9,867   $     5,217
                                        ============  ============  ============  ============

</TABLE>

                          See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>


<S>                                         <C>                 <C>          <C>
                                        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
                                            -----------------     ----------   ---------------

Balance, April 30, 2000. . . . . . . . . .  $          8,550      $    7,842    $    16,392
     Net income. . . . . . . . . . . . . .             5,624           4,243          9,867
                                            -----------------     -----------   ------------
Balance, January 28, 2001. . . . . . . . .  $         14,174      $   12,085    $    26,259
                                            =================     ===========   ============

</TABLE>

                              See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>



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


                                                                   Nine Months Ended
                                                                   ------------------
                                                           January 28,      January 23,
                                                              2001             2000
                                                          -------------   -------------
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . .  $      9,867    $      5,217
Adjustments to reconcile net income to
  net cash provided by operating activities:
     Depreciation and amortization.. . . . . . . . . . .         2,400           1,557
     Amortization of deferred financing costs. . . . . .           516             515
     Changes in current assets and liabilities:
          Accounts receivable. . . . . . . . . . . . . .          (122)            150
          Prepaid expenses and other assets. . . . . . .          (150)            (88)
          Accounts payable and accrued liabilities . . .           400           5,852
                                                          -------------   -------------
Net cash provided by operating activities. . . . . . . .        12,911          13,203

INVESTING ACTIVITIES:
Purchase of property and equipment.. . . . . . . . . . .        (7,831)        (11,947)
Decrease in restricted cash. . . . . . . . . . . . . . .             -           2,017
Deposits and other . . . . . . . . . . . . . . . . . . .          (106)           (122)
                                                          -------------   -------------
Net cash used in investing activities. . . . . . . . . .        (7,937)        (10,052)

FINANCING ACTIVITIES:
Proceeds from debt . . . . . . . . . . . . . . . . . . .         1,942               -
Principal payments on debt.. . . . . . . . . . . . . . .          (623)           (558)
                                                          -------------   -------------
Net cash provided by (used in) financing activities. . .         1,319            (558)

Net increase in cash and cash equivalents. . . . . . . .         6,293           2,593
Cash and cash equivalents at beginning of period . . . .         6,513          10,917
                                                          -------------   -------------
Cash and cash equivalents at end of period . . . . . . .  $     12,806    $     13,510
                                                          =============   =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash payments for interest. . . . . . . . . . . . .  $      5,897    $      4,996

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
     AND FINANCING ACTIVITIES:
     Construction costs funded through accounts payable.           202            694

</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, 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.

     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  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.

     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 nine
month  period  ended  January  28,  2001,  are not necessarily indicative of the
results  that  may  be  expected for the fiscal year ending April 29, 2001.  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  30,  2000.

     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.

     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.



<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  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  January  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
began  accumulating  upon  the commencement of gaming operations and 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>

3.  OTHER  ASSETS

     Deferred  Financing  Costs

     The  costs  of  issuing  long-term debt have been capitalized and are being
amortized using the effective interest method over the term of the related debt.

4.  LONG-TERM  DEBT

<TABLE>
<CAPTION>



<S>                                                                           <C>           <C>
                                                                              January 28,   April 30,
                                                                                  2001        2000
                                                                              ------------  ----------
                                                                                  (In thousands)

11% note payable, issued by Isle of Capri Black Hawk L.L.C.,
     due March 2001; non-recourse to Isle of Capri Casinos, Inc. . . . . . .  $        145  $      768
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% (8.567% on January 28, 2001),
     issued by Isle of Capri Black Hawk L.L.C., due July 2004;
     non-recourse to Isle of Capri Casinos, Inc. . . . . . . . . . . . . . .         1,942           -
                                                                              ------------  ----------
                                                                                    77,087      75,768
Less: current maturities . . . . . . . . . . . . . . . . . . . . . . . . . .         2,087         768
                                                                              ------------  ----------
Long-term debt.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     75,000  $   75,000
                                                                              ============  ==========

</TABLE>


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

4.  LONG-TERM  DEBT  (CONTINUED)

     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
by  an indenture between Isle-Black Hawk and the trustee, dated August 20, 1997,
in  connection with the issuance of the First Mortgage Notes (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 nine months ended January 28, 2001 was $354,000 and
$1,043,000,  respectively.  The  amount  of contingent interest expense recorded
for  the three and nine months ended January 23, 2000 was $290,000 and $756,000,
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 1, 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>                      <C>
                          Year                  Percentage
                          ----                  ----------

                          2001. . . . . . . .     106.500%
                          2002. . . . . . . .     103.200%
                          2003. . . . . . . .     100.000%
                          2004 and thereafter     100.000%
</TABLE>

     On  June 5, 2000, as required by the Indenture, the Isle-Black Hawk offered
to  purchase  for  cash  up  to  $1,246,000  principal amount of their 13% First
Mortgage  Notes  due  in  2004 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 its indenture.  None of the Notes were tendered for purchase.
Isle  Black-Hawk  is required to make an offer based upon excess cash flow every
year  during  the  term  of  the  bonds.

     Isle-Black  Hawk  obtained a letter of credit, as a requirement to warranty
the  City  of  Black Hawk (the "City") improvements according to the subdivision
improvement  agreement  with  the  city.  The  letter  of  credit,  totaling $.4
million,  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 January 28, 2001, Isle-Black Hawk was in compliance with all
debt  covenants.


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

5.  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.  The  management  fee  became  effective  upon  commencement of casino
operations.

     Lease  Agreement

     On January 2, 1998, Casino America of Colorado, Inc. acquired approximately
0.7  acres  of property contiguous to the property being developed by Isle-Black
Hawk  for  expansion  of the entrance and signage (the "Acquired Property").  On
January 2, 1998, Isle-Black Hawk, as lessee, entered into a lease agreement with
Casino  America of Colorado, Inc. for the Acquired Property and had utilized the
Acquired Property in developing Isle-Black Hawk.  The lease payment consisted of
$102,000  paid upon the inception of the lease and $17,000 per month, commencing
July 15, 1998 and continuing until December 31, 2002.  The term of the lease was
through  December  31, 2002, and thereafter on a year to year basis.  During the
term  of  the  lease, Isle-Black Hawk had the right to purchase the property for
$1.5  million  plus  all interest and out-of-pocket costs that Casino America of
Colorado,  Inc.  incurred  in  connection with the purchase and ownership of the
land, less any payments made by Isle-Black Hawk, as lessee.  On January 7, 2000,
Isle-Black  Hawk  purchased  the  property  for  $1.3  million.

     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, $0.75 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.



<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 1,151
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.

RESULTS  OF  OPERATIONS

Three Fiscal Months Ended January 28, 2001 Compared to Three Fiscal Months Ended
January  23,  2000

     Total  revenue  for  the  quarter ended January 28, 2001 was $26.5 million,
which included $24.6 million of casino revenue, $0.7 million of room revenue and
$1.2  million  of  food,  beverage  and  other  revenue.  This compares to total
revenue  for  the  prior  year  fiscal  quarter  ended January 23, 2000 of $24.0
million,  which  included  $23.0  million  of casino revenue and $1.0 million of
food, beverage and other revenue.  Casino revenue increased $1.6 million or 7.0%
primarily as a result of the increase in slot revenue that was driven by a 14.7%
increase  in  patron  count  coupled with a 3.8% increase in slot units.  Patron
counts  were positively impacted by the opening of the new hotel in August 2000.
Room  revenue totaled $0.7 million due to the hotel opening.  Food, beverage and
other  revenue  increased by $0.2 million or 18.3% as a result of the opening of
the  new  hotel.  Revenue  does  not  reflect  the  retail  value  of  any
complimentaries.

     Casino  operating  expenses  for the quarter ended January 28, 2001 totaled
$3.8  million,  or  15.6%  of casino revenue.  This compares to casino operating
expenses  for  the  prior  year  fiscal  quarter  ended January 23, 2000 of $3.2
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 $4.9 million for the
quarter  ended  January 28, 2001, compared to $4.6 million for the quarter ended
January  23, 2000, which is consistent with the applicable Colorado's gaming tax
rate  for  the  respective  quarters.
<PAGE>

     Food,  beverage  and  other  expenses  totaled $0.9 million for the quarter
ended  January  28, 2001, compared to $0.8 million for the quarter ended January
23, 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 were 71.6% for the quarter ended January 28, 2001 compared to 74.1% for
the quarter ended January 23, 2000.  The decrease as a percentage of revenue was
due  to  the  decreased  cost  of  goods  sold  from  43.7%  to  40.9%.

     Facilities  expenses totaled $1.1 million for the quarter ended January 28,
2001  compared  to  $0.9  million for the quarter ended January 23, 2000.  These
expenses  include salaries, wages and benefits, as well as operating expenses of
insurance,  housekeeping  and  general  maintenance  of  the  facilities.

     Marketing  and  administrative  expenses  totaled $7.4 million, or 27.9% of
total  revenue,  for  the  quarter  ended  January  28,  2001.  This compares to
marketing  and  administrative  expenses  of  $7.9  million,  or  32.8% of total
revenue,  for  the  quarter  ended January 23, 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.

     Depreciation and amortization expense was $1.0 million and $0.6 million for
the  quarters  ended  January 28, 2001 and January 23, 2000, respectively. These
expenses  relate  to  property  and equipment.  The increase in depreciation and
amortization  expense  is consistent with the increase in fixed assets placed in
service  or  acquired.

     Interest  expense  was $3.1 million for the quarter ended January 28, 2001.
This  compares  to interest expense of $2.8 million, net of capitalized interest
of  $0.3  million  for  the  quarter  ended  January 23, 2000.  Interest expense
primarily relates to indebtedness incurred in connection with the acquisition of
property  and  equipment.


Nine  Fiscal  Months Ended January 28, 2001 Compared to Nine Fiscal Months Ended
January  23,  2000

     Total revenue for the nine months ended January 28, 2001 was $80.9 million,
which included $75.6 million of casino revenue, $1.6 million of room revenue and
$3.7  million  of  food,  beverage  and  other  revenue.  This compares to total
revenue  for  the  nine  months  ended  January 23, 2000 of $66.1 million, which
included  $62.6 million of casino revenue and $3.4 million of food, beverage and
other  revenue.  Casino  revenue increased $13.0 million or 20.7% primarily as a
result  of  the  21.4%  increase  in  slot  revenue  which was driven by a 28.3%
increase  in  patron  count  and  a  3.9% increase in slot units.  Patron counts
increased  partially as a result of the opening of the new hotel in August 2000.
Room  revenue  increased  $1.6 million due to the hotel opening.  Food, beverage
and  other  revenue increased by $0.3 million or 9.5% as a result of the opening
of  the  new  hotel.  Revenue  does  not  reflect  the  retail  value  of  any
complimentaries.

     Casino  operating  expenses  for  the  nine  months  ended January 28, 2001
totaled  $11.2  million,  or  14.8%  of casino revenue.  This compares to casino
operating  expenses  for the nine months ended January 23, 2000 of $8.9 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 $14.9 million for the
nine  months  ended  January  28,  2001,  compared to $12.4 million for the nine
months  ended  January  23,  2000,  which  is  consistent  with  the  applicable
Colorado's  gaming  tax  rate  for  the  respective  quarters.


<PAGE>
     Food,  beverage and other expenses totaled $2.8 million for the nine months
ended  January  28,  2001,  compared  to  $2.5 million for the nine months ended
January  23,  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 were 73.8% for the nine months ended January 28, 2001 compared to
72.0%  for  the  nine  months  ended  January  23,  2000.  This  was  primarily
attributable  to the use of contract labor to offset the increased volume due to
the  opening  of  the  hotel.

     Facilities  expenses totaled $3.2 million for the nine months ended January
28,  2001  compared  to $2.4 million for the nine months ended January 23, 2000.
These  expenses  include  salaries,  wages  and  benefits, operating expenses of
insurance,  housekeeping  and  general  maintenance  of  the  facilities.

     Marketing  and  administrative  expenses totaled $24.1 million, or 29.8% of
total  revenue,  for  the  nine months ended January 28, 2001.  This compares to
marketing  and  administrative  expenses  of  $22.5  million,  or 34.0% of total
revenue, for the nine months ended January 23, 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.

     Depreciation and amortization expense was $2.4 million and $1.6 million for
the nine months ended January 28, 2001 and January 23, 2000, respectively. These
expenses  relate  to  property  and equipment.  The increase in depreciation and
amortization  expense  is consistent with the increase in fixed assets placed in
service  or  acquired.

     Interest  expense  was  $8.6  million,  net of capitalized interest of $0.7
million  for  the nine months ended January 28, 2001.  This compares to interest
expense  of  $8.4  million,  net of capitalized interest of $0.6 million for the
nine  months  ended  January  23,  2000.  Interest  expense primarily relates to
indebtedness  incurred  in  connection  with  the  acquisition  of  property and
equipment.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  January 28, 2001 Isle-Black Hawk had cash and cash equivalents of $12.8
million  compared  to  cash and cash equivalents of $6.5 million as of April 30,
2000.  The  increase  in  cash is primarily a result of cash flow from operating
activities.  During  the  nine  months ended January 28, 2001, Isle-Black Hawk's
operating  activities provided $12.9 million of cash compared to the nine months
ended January 23, 2000, in which Isle-Black Hawk's operating activities provided
$13.2  million  of  cash.

     Isle-Black Hawk invested $7.8 million in property and equipment in the nine
months  ended  January  28,  2001,  primarily  for  the  completion of the hotel
facility.  This  compares  with the $11.9 million invested by Isle-Black Hawk in
property  and  equipment  in  the  nine  months  ended  January  23,  2000.

     Isle-Black Hawk completed construction of its hotel facility containing 237
rooms  in  August  2000.  The facility cost approximately $29.0 million. Isle of
Capri  Casinos,  Inc.  loaned  $5.75  million  to the Company in connection with
construction  of  the  hotel,  of  which $5.0 million was repaid on November 28,
2000.

     Isle-Black  Hawk  anticipates  that  additional  capital  improvements
approximating  $1.3  million will be made during the remainder of fiscal 2001 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.
<PAGE>

     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.

<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 January 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:  March 13, 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.