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 24, 1999

                                       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)

711  Dr.  Martin  Luther  King  Jr.  Blvd.,  Biloxi,  Mississippi       39530
-----------------------------------------------------------------      --------
(Address  of  principal  executive  offices)                        (Zip  Code)

Registrant's  telephone  number,  including  area  code:  (228)  436-7000

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
                                             --

<TABLE>
<CAPTION>

                                    ISLE OF CAPRI BLACK HAWK, L.L.C.
                                               FORM 10-Q
                                                 INDEX


                                                                          PAGE
<C><S>                                                <C>                            <C>

PART I   FINANCIAL INFORMATION
------

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS, OCTOBER 24, 1999
         (UNAUDITED) AND APRIL 25, 1999 . . . . . . . . . . . . . . . . . .1

         CONSOLIDATED STATEMENTS OF OPERATIONS FOR
         THE THREE AND SIX MONTHS ENDED OCTOBER 24, 1999
         AND OCTOBER 25, 1998 (UNAUDITED) . . . . . . . . . . . . . . . . .2

         CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
         FOR THE SIX MONTHS ENDED OCTOBER 24, 1999
         (UNAUDITED). . . . . . . . . . . . . . . . . . . . . . . . . . . .3

         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
         THE SIX MONTHS ENDED OCTOBER 24, 1999 AND
         OCTOBER 25, 1998 (UNAUDITED) . . . . . . . . . . . . . . . . . . .4

         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
         STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . .8


PART II  OTHER INFORMATION
-------

ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .11

ITEM 2.  CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . .11

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . .11

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .11

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . .11

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

EXHIBIT LIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

</TABLE>

<TABLE>
<CAPTION>

                                   ISLE OF CAPRI BLACK HAWK, L.L.C.
                                     CONSOLIDATED BALANCE SHEETS
                                           (In thousands)


                          ASSETS                                            October 24,   April 25,
                          ------                                                1999         1999
                                                                           ------------  ----------
<S>                                                        <C>           <C>
                                                                           (Unaudited)
Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . .  $     14,933  $   10,917
  Accounts receivable
    Related parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .            39           0
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           329         310
  Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . .           698         511
                                                                            ------------  ----------
      Total current assets . . . . . . . . . . . . . . . . . . . . . . . .        15,999      11,738
Property and equipment - net . . . . . . . . . . . . . . . . . . . . . . .        84,160      80,377
Other assets:
  Deferred financing costs, net of accumulated amortization of $1,521 and
    $1,178, respectively . . . . . . . . . . . . . . . . . . . . . . . . .         3,328       3,671
  Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           595       2,017
  Prepaid deposits and other . . . . . . . . . . . . . . . . . . . . . . .           535         460
                                                                            ------------  ----------
      Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    104,617  $   98,263
                                                                            ============  ==========

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

Current liabilities:
  Current maturities of long-term debt . . . . . . . . . . . . . . . . . .  $        797  $      754
  Accounts payable:
    Trade. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,135       2,528
    Related parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,128       5,289
  Accrued liabilities:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,144       1,707
    Construction payable . . . . . . . . . . . . . . . . . . . . . . . . .           253          24
    Payroll and related. . . . . . . . . . . . . . . . . . . . . . . . . .         2,528       1,434
    Property and other taxes . . . . . . . . . . . . . . . . . . . . . . .         2,666       1,360
    Progressive jackpots and slot club awards. . . . . . . . . . . . . . .         1,637       1,412
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,414         200
                                                                            ------------  ----------
      Total current liabilities. . . . . . . . . . . . . . . . . . . . . .        18,702      14,708
Long-term debt, less current maturities. . . . . . . . . . . . . . . . . .        75,359      75,768

Members' equity:
  Casino America of Colorado, Inc. . . . . . . . . . . . . . . . . . . . .         5,223       3,645
  Blackhawk Gold, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . .         5,333       4,142
                                                                            ------------  ----------
      Total members' equity. . . . . . . . . . . . . . . . . . . . . . . .        10,556       7,787
                                                                            ------------  ----------

      Total liabilities and members' equity. . . . . . . . . . . . . . . .  $    104,617      98,263
                                                                            ============  ==========

</TABLE>


                 See notes to consolidated financial statements.

<TABLE>
<CAPTION>

                                   ISLE OF CAPRI BLACK HAWK, L.L.C.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)
                                            (In thousands)


                                           Three Months Ended                  Six Months Ended
                                     October 24,         October 25,      October 24,    October 25,
                                        1999                 1998             1999          1998
                                 -------------------  ------------------  ------------  -------------
<S>                              <C>                  <C>                 <C>           <C>
Revenue
  Casino. . . . . . . . . . . . .$            20,651  $               -   $     39,685  $          -
  Food, beverage and other. . . .              1,169                  -          2,364             -
                                 -------------------  ------------------  ------------  -------------
    Total Revenue . . . . . . . .             21,820                  0         42,049             0
Operating Expenses
  Casino. . . . . . . . . . . . .              2,837                  0          5,624             0
  Gaming taxes. . . . . . . . . .              3,992                  0          7,803             0
  Food and beverage . . . . . . .                808                  0          1,679             0
  Facilities. . . . . . . . . . .                762                  0          1,522             0
  Marketing and administrative. .              7,730                  0         14,606             0
  Management fees . . . . . . . .                855                  0          1,715             0
  Depreciation and amortization .                482                  0            990             0
                                 -------------------  ------------------  ------------  -------------
    Total operating expenses. . .             17,466                  0         33,939             0
                                 -------------------  ------------------  ------------  -------------
  Operating income. . . . . . . .              4,354                  0          8,110             0
  Interest expense. . . . . . . .             (2,853)              (559)        (5,559)       (1,813)
  Interest income . . . . . . . .                127                 89            218           539
                                 -------------------  ------------------  ------------  -------------
  Net income (loss) . . . . . . .$             1,628  $            (470)  $      2,769  $     (1,274)
                                 ===================  ==================  ============  =============

</TABLE>


                 See notes to consolidated financial statements.

<TABLE>
<CAPTION>

                             ISLE OF CAPRI BLACK HAWK, L.L.C.
                        CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
                                     (In thousands)


                                            Casino America of    Blackhawk        Total
                                              Colorado, Inc.    Gold, Ltd.   Members' Equity
                                            ------------------  -----------  ----------------
<S>                                         <C>                 <C>          <C>
Balance, April 25, 1999. . . . . . . . . .  $            3,645  $     4,142  $          7,787
  Net Income . . . . . . . . . . . . . . .               1,578        1,191             2,769
                                            ------------------  -----------  ----------------
Balance, October 24, 1999 (Unaudited). . .  $            5,223  $     5,333  $         10,556
                                            ==================  ===========  ================

</TABLE>


                 See notes to consolidated financial statements.

<TABLE>
<CAPTION>

                                ISLE OF CAPRI BLACK HAWK, L.L.C.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)
                                        (In thousands)


                                                                      Six Months Ended
                                                                October 24,       October 25,
                                                                    1999             1998
                                                             ------------------  -------------
<S>                                                          <C>                 <C>
Operating Activities:
Net Income. . . . . . . . . . . . . . . . . . . . . . . . .  $           2,769   $     (1,274)
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization . . . . . . . . . . . . . .                990              -
  Amortization of deferred financing costs. . . . . . . . .                343            357
  Changes in current assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . . . . .                (58)             -
    Interest receivable . . . . . . . . . . . . . . . . . .                  -            561
    Prepaid expenses and other assets . . . . . . . . . . .               (170)           (53)
    Accounts payable and accrued expenses . . . . . . . . .              3,698          2,311
                                                             ------------------  -------------
Net cash provided by operating activities . . . . . . . .                7,572          1,902

Investing activities:
Purchase of property and equipment. . . . . . . . . . . .               (4,520)       (31,076)
Decrease in restricted cash . . . . . . . . . . . . . . .                1,422         27,249
Deposits and other. . . . . . . . . . . . . . . . . . . .                  (92)             -
                                                             ------------------  -------------
Net cash used in investing activities . . . . . . . . . .               (3,190)        (3,827)

Financing activities:
Proceeds from borrowings. . . . . . . . . . . . . . . . .                    -          1,486
Deferred financing costs. . . . . . . . . . . . . . . . .                    -            (55)
Principal payments on debt. . . . . . . . . . . . . . . .                 (366)             -
                                                             ------------------  -------------
Net cash provided by (used in) financing activities . . .                 (366)         1,431

Net increase in cash and cash equivalents . . . . . . . .                4,016           (494)
Cash and cash equivalents at beginning of period. . . . .               10,917            547
                                                             ------------------  -------------
Cash and cash equivalents at end of period. . . . . . . .    $          14,933   $         53
                                                             ==================  =============

Supplemental disclosure of cash flow information:
Cash payments for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . .                4,950          4,875

Supplemental schedule of noncash investing and financing
  activities:
Other:
  Construction costs funded through accounts payable. . .                  253          1,110
  Discount on Notes Payable . . . . . . . . . . . . . . .                    -             95

</TABLE>


See notes to consolidated financial statements.


                        ISLE OF CAPRI BLACK HAWK, L.L.C.
                   NOTES TO 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.  Prior to December 30, 1998,
Isle-Black Hawk was a Development Stage Company and had not commenced gaming
operations.

     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 $75,000,000 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.

     Isle-Black Hawk is currently constructing a hotel containing
approximately 235 rooms for approximately $29.0 million, including a contract
for new construction costs of approximately $20.0 million that was signed in
October 1999.  Construction work on the hotel began in July 1999 and is
scheduled to be completed in late summer 2000. Isle of Capri Casinos, Inc. is
assisting Isle-Black Hawk by financing the development of this hotel and
plans to loan a total of $5.0 million with interest payable in cash, of which
$3.3 million had been funded as of October 24, 1999, and another $5.0 million
with interest payable in kind (by issuance of additional notes).  Additionally,
Isle of Capri Casinos, Inc. has agreed to contribute up to a combined $10.0
million in additional equity to supplement funds generated from Isle-Black
Hawk operations to complete the hotel.   Nevada Gold & Casinos, Inc. may
participate in making a loan or contributing equity.

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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, for the six and three month period ended
October 24, 1999, are not necessarily indicative of the results that may be
expected for the fiscal year ending April 30, 2000.  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 25, 1999.

     The consolidated financial statements of Isle-Black Hawk include the
accounts of Isle of Capri Black Hawk, L.L.C. 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 generally
accepted accounting principles 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 CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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>



                                    Years
                                    -----
<S>                                 <C>
Slot Machines                           3
Furniture, fixtures, and equipment   5-10
Buildings and improvements           39.5
</TABLE>

     Effective April 26, 1999, Isle-Black Hawk increased its estimate of the
useful lives of all land-based buildings and improvements from 25 years to 39.5
years to more appropriately reflect the expected useful lives of those assets.
Isle-Black Hawk also reduced its estimate of the useful lives of slot machines
from 5 years to 3 years due to technological changes.  These two changes
increased net income for the three and six months ended October 24, 1999, by
$215,000 and $481,000, respectively.  Excluding the changes in useful lives, net
income for the three and six months ended October 24, 1999, would have been
$1,414,000 and $2,288,000, respectively.

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.

     Restricted Cash

       Restricted cash represents cash proceeds from the sale of the First
Mortgage Notes held in trust by The Bank of New York, as trustee.  These funds
are held in three separate accounts (Construction Disbursement, Completion
Reserve and Interest Reserve), with usage restricted 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").  Amounts in the
Construction Disbursement and Completion Reserve accounts contained
approximately $0.6 million at October 24, 1999.

4.     Long-term  debt

Long-term  debt  consists  of  the  following:

<TABLE>
<CAPTION>
                                                                                 October 24,   April 25,
                                                                                     1999         1999
                                                                                 ------------  ----------
                                                                                     (In thousands)
<S>                                                                              <C>           <C>
     11% note payable, issued by Isle of Capri Black Hawk, L.L.C., due August 2004;
       non-recourse to Isle of Capri Casinos, Inc. . . . . . . . . . . . . . . . . .    1,156       1,522
     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
                                                                                 ------------  ----------
                                                                                       76,156      76,522
     Less: current maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . .      797         754
                                                                                 ------------  ----------
     Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $75,359  $   75,768
                                                                                 ============  ==========
</TABLE>

     On August 20, 1997, Isle-Black Hawk issued $75 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.
Isle of Capri Casinos, Inc. previously supplied a completion capital commitment
to Isle-Black Hawk, which lapsed in accordance with its terms.

     On August 31, 1999, Isle-Black Hawk deferred its first contingent interest
payment totaling $516,000.  This amount was fully accrued as of August 31, 1999.
The amount of contingent interest expense recorded for the three and six months
ended October 24, 1999, were $248,000 and $466,000, 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>



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

                        ISLE OF CAPRI BLACK HAWK, L.L.C.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Beginning with the first operating year after Isle-Black Hawk begins gaming
operations, Isle-Black Hawk will be required to offer to purchase, at the price
of 101% of the aggregate principal amount thereof, the maximum principal amount
of the Notes that may be purchased with 50% of Isle-Black Hawk's excess cash
flow, as defined.

     Isle-Black Hawk obtained a letter of credit, as a requirement to obtain a
building permit from the City of Black Hawk (the "City").   The letter of
credit, totaling $2.1 million, can be drawn upon by the City if for any reason
Isle-Black Hawk fails to complete the hotel project. The letter of credit is
secured by a deposit held in trust of $1.1 million, which was funded by Isle of
Capri Casinos, Inc., and the balance is secured by Isle of Capri Casinos, Inc.'s
open line of credit with the bank.

     Substantially all of Isle-Black Hawk's assets are pledged as collateral for
long-term debt. At October 24, 1999, Isle-Black Hawk was in compliance with all
debt covenants.

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 has utilized the Acquired Property in developing Isle-Black Hawk.  The lease
payment consists 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 is through December 31, 2002, and thereafter on a year to year
basis.  During the term of the lease, Isle-Black Hawk has the right to purchase
the property for $1,500,000 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.





<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, Isle-Black Hawk's
plans to make capital investments at its facility, including, without
limitation, the development of its hotel facility, is 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.  Important factors that could cause actual results to differ with
respect to Isle-Black Hawk's planned capital expenditures principally include a
lack of available capital resources, construction and development risks such as
shortages of materials and labor and unforeseen delays resulting from a failure
to obtain necessary approvals.

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
approximately 1,100 slot machines, 14 table games, on-site covered parking for
1,100 vehicles and various other amenities.  Isle-Black Hawk's results of
operations for the fiscal year ended April 25, 1999 include four fiscal months
of gaming operations.  There is a lack of comparable information between fiscal
years 2000, 1999 and 1998 because Isle-Black Hawk was in the development stage
during all of fiscal 1998 and did not have any historical operating results
other than interest expense on Isle-Black Hawk's outstanding indebtedness,
interest income on Isle-Black Hawk's restricted cash, the receipt of certain
capital contributions and the capitalization of certain costs until it commenced
operations on December 30, 1998, during the third quarter of fiscal 1999.  The
following discussion focuses on Isle-Black Hawk's three fiscal months of gaming
operations during the second quarter of fiscal 2000 and the six fiscal months
during the fiscal 2000 year to date.

     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 it has only operated
for seven months, and due to the substantial present and expected future
increase in competition for gaming customers in its market, as new casinos open
and existing casinos add to or enhance their facilities.

Results of Operations

Three Fiscal Months Ended October 24, 1999

     Total revenue for the quarter ended October 24, 1999, was $21.8 million,
which included $20.7 million of casino revenue and $1.2 million of food,
beverage and other revenue. Revenue does not reflect the retail value of any
complimentaries.

     Casino operating expenses for the quarter ended October 24, 1999, totaled
$2.8 million, or 13.7% 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 $4.0 million for the
quarter ended October 24, 1999, which is at a rate consistent with Colorado's
gaming tax rate for the applicable fiscal year.

     Food, beverage and other expenses totaled $0.8 million for the quarter
ended October 24, 1999.  These expenses consist primarily of the cost of goods
sold, salaries, wages and benefits and operating expenses of these departments.
Food and beverage operating expenses as a percentage of food, beverage and other
revenues were 69.1% for the quarter ended October 24, 1999.

     Facilities expenses totaled $0.8 million for the quarter ended October 24,
1999. These expenses include salaries, wages and benefits, operating expenses of
insurance, housekeeping and general maintenance of the facilities.

     Marketing and administrative expenses totaled $7.7 million, or 35.4% of
total revenue, for the quarter ended October 24, 1999.  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 (including $0.9 million related to equipment leases),
professional fees and property taxes.

     Depreciation and amortization expense was $0.5 million for the quarter
ended October 24, 1999. These expenses relate to property and equipment.

     Interest expense was $2.7 million for the quarter ended October 24, 1999,
net of capitalized interest of $0.1 million and interest income of $0.1 million.
Interest expense primarily relates to indebtedness incurred in connection with
the acquisition of property, equipment and leasehold improvements. This compares
to interest expense of $0.4 million, net of capitalized interest of $2.1 million
and interest income of $0.1 million, for the quarter ended October 25, 1998.

     On August 31, 1999, Isle-Black Hawk deferred its first contingent interest
payment totaling $516,000. The amount of contingent interest expense recorded
for the quarter ended October 24, 1999 was $248,000. These amounts were both
fully accrued as of October 24, 1999.

Six Fiscal Months Ended October 24, 1999

     Total revenue for the six fiscal months ended October 24, 1999, was $42.0
million, which included $39.7 million of casino revenue and $2.4 million of
food, beverage and other revenue. Revenue does not reflect the retail value of
any complimentaries.

     Casino operating expenses for the six fiscal months ended October 24, 1999,
totaled $5.6 million, or 14.2% 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 $7.8 million for the
six fiscal months ended October 24, 1999, which is at a rate consistent with
Colorado's gaming tax rate for the applicable fiscal year.

     Food, beverage and other expenses totaled $1.7 million for the six fiscal
months ended October 24, 1999.  These expenses consist primarily of the cost of
goods sold, salaries, wages and benefits and operating expenses of these
departments.  Food and beverage operating expenses as a percentage of food,
beverage and other revenues were 71.0% for the six fiscal months ended October
24, 1999.

     Facilities expenses totaled $1.5 million for the six fiscal months ended
October 24, 1999. These expenses include salaries, wages and benefits, operating
expenses of insurance, housekeeping and general maintenance of the facilities.

     Marketing and administrative expenses totaled $14.6 million, or 34.7% of
total revenue, for the six fiscal months ended October 24, 1999.  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 (including $1.8 million related to equipment leases),
professional fees and property taxes.

     Depreciation and amortization expense was $1.0 million for the six fiscal
months ended October 24, 1999. These expenses relate to property and equipment.

     Interest expense was $5.4 million for the six fiscal months ended October
24, 1999, net of capitalized interest of $0.4 million and interest income of
$0.2 million. Interest expense primarily relates to indebtedness incurred in
connection with the acquisition of property, equipment and leasehold
improvements. This compares to interest expense of $1.8 million, net of
capitalized interest of $3.2 million and interest income of $0.5 million, for
the six fiscal months ended October 25, 1998.

     On August 31, 1999, Isle-Black Hawk deferred its first contingent interest
payment totaling $516,000. The amount of contingent interest expense recorded
for the six months ended October 24, 1999 was $466,000. These amounts were both
fully accrued as of October 24, 1999.

Liquidity and Capital Resources

     At October 24, 1999, Isle-Black Hawk had cash and cash equivalents of $14.9
million, compared to $10.9 million at April 25, 1999. The increase in cash is
primarily a result of cash flow from operating activities. During the six fiscal
months ended October 24, 1999, Isle-Black Hawk's operating activities provided
$7.6 million of cash.

     Isle-Black Hawk invested $4.5 million in property and equipment in the six
fiscal months ended October 24, 1999, primarily for the completion of the casino
facility and the continued design and development of the hotel.

     Isle-Black Hawk anticipates that a significant portion of its principal
near-term capital requirements will relate to the construction of a hotel
containing approximately 235 rooms for approximately $29.0 million, including a
contract for new construction costs of approximately $20.0 million that was
signed in October 1999.  Construction work on the hotel began in July 1999 and
is scheduled to be completed in late summer 2000.  Isle of Capri Casinos, Inc.
is assisting Isle-Black Hawk by financing the development of this hotel and
plans to loan $5.0 million with interest payable in cash, of which $3.3 million
had been funded as of October 24, 1999, and another $5.0 million with interest
payable in kind (by issuance of additional notes).  Additionally, Isle of Capri
Casinos, Inc. has agreed to contribute up to a combined $10.0 million in
additional equity to supplement funds generated from Isle-Black Hawk operations
to complete the hotel.  Nevada Gold & Casinos, Inc. may participate in making a
loan or contributing equity.

     Isle-Black Hawk's development plans are subject to obtaining permits,
licenses and approvals from appropriate regulatory and other agencies. In
addition these plans are preliminary, subject to continuing refinement or
otherwise subject to change.

     Isle-Black Hawk anticipates that additional capital improvements
approximating $0.9 million will be made during the remainder of fiscal 2000 to
maintain its existing facility and remain competitive in its market. Isle-Black
Hawk expects that available cash and cash from future operations, as well as
borrowings from Isle of Capri Casinos, Inc. and the contributions from Isle of
Capri Casinos, Inc. and Nevada Gold & Casinos, Inc., 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 it to remain competitive
in its existing market. In addition, the indenture restricts, among other
things, 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.

Year 2000 Compliance

     Isle-Black Hawk has completed the evaluation of its information technology
infrastructure for Year 2000 issues.  The evaluation process included a detailed
inventory of all computer hardware and software systems, detailed vendor
communication and the creation of a concise Year 2000 plan.  All of Isle-Black
Hawk's significant systems infrastructure is currently Year 2000 compliant.
Isle-Black Hawk has received assurances that it believes are reasonable from
vendors of material products used by Isle-Black Hawk, that their products are
Year 2000 compliant. Isle-Black Hawk has not incurred and does not intend to
incur any material costs to modify its information technology infrastructure in
order to be Year 2000 compliant.  All software needed will be provided by the
respective information technology vendor at no charge to Isle-Black Hawk.
Isle-Black Hawk has completed all necessary software modifications.

     Isle-Black Hawk and its results of operations and financial condition could
be adversely affected by a failure of one or more of the third parties with
which it does business to satisfactorily address and resolve any Year 2000
issues. In addition, Year 2000 difficulties experienced by public utilities, the
banking system, the postal system or other similar infrastructure enterprises
could adversely affect Isle-Black Hawk. However, Isle-Black Hawk believes that
the impact of such problems on Isle-Black Hawk would be the same as on other
businesses in the same area or areas. Isle-Black Hawk believes these risks range
from slight financial malfunctions to, in a worst case scenario, an extensive
and costly inability to communicate with customers and suppliers.  Isle-Black
Hawk has completed its program, which it believes to be effective to resolve
all of the Company's significant Year 2000 issues.

<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

             None.

ITEM  2.     CHANGES  IN  SECURITIES

             None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

             None.

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

             None.

ITEM  5.     OTHER  INFORMATION

             None.

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

             (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  24,  1999, the
                     Company Filed the following  reports  on  Form  8-K:

                     None.


<PAGE>
                                  SIGNATURES

     Pursuant  to  the  requirements 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.


Dated:  December  7,  1999      /s/  Rexford  A.  Yeisley
                               --------------------------
          Rexford  A.  Yeisley,  Chief  Financial  Officer
          (Principal  Financial  and  Accounting  Officer)





<PAGE>
                              INDEX TO EXHIBITS




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


     10.12           Design/Build Agreement between Haselden Construction, Inc.
                     and Isle of Capri Black Hawk, L.L.C.

     27              Financial Data Schedule