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                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): NOVEMBER 12, 1999



                             MID-STATE RACEWAY, INC.
             (Exact name of registrant as specified in its charter)

        New York                      000-01607               15-0555258
(State or other jurisdiction         (Commission            (IRS Employer
  of incorporation)                  File Number)         Identification No.)

        Vernon, New York                                         13476
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (315) 829-2201



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

     The Company has completed a Private Placement of 150,000 shares of its
common stock to an investor group comprised of John Signorelli, Dominic
Giambona, Wesley Wendt, Sr. and others. The investment gives the investment
group ownership of approximately 1/3 of the Company's outstanding shares. In
addition to the stock purchase, Messrs. Signorelli, Giambona and Wendt have been
given an option to purchase an additional 150,000 to 175,000 shares which, if
exercised, would give them majority interest in the outstanding shares of the
Company.

     At a Board Meeting on September 8, 1999, several changes were made to the
management of the Company. Messrs. Signorelli and Giambona were elected
Directors of the Company. Mr. Wendt is an existing Director of the Company. Also
on September 8, 1999, Mrs. Gwen Bennett resigned as a Director of the Company.
Also, Mr. Signorelli was elected President and Chief Executive Officer of the
Company and Dominic Giambona was elected Vice President. The former President,
Justice Cheney, who has run the Company's day-to-day operations since December,
1997, remains a Director and will continue as Vice-President and General Manager
of the Company. Mr. James Wise remains Treasurer of the Company. Paul V. Noyes,
who is a member of the investment group, was elected Secretary of the Company
and is also a Director of the Company. The former Secretary, Jim Moran, remains
a Director of the Company and is Publicity and Public Relations Director and
Track Announcer.

     The new management team plans, over time, to make Vernon Downs into one of
the premier settings for the presentation of harness racing, not only in New
York State, but throughout the country. Immediate plans call for the conversion
of Vernon's 3/4-mile racing strip into a 7/8-mile track, and the return of major
stakes competition to complement New York sire stakes events. Mr. Signorelli has
been involved in the standardbred industry for more than 30 years and is
currently the senior partner of Success Financial Group, a business consulting
firm located in Mt. Kisko, New York.

ITEM 5. OTHER EVENTS.

     Mid-State Raceway has settled a claim against the Company made by the
Trustee of the Bennett Funding Group, Inc. and related companies' bankruptcy to
recover payments made to the Company. The parties have agreed to settle the
bankruptcy estate's claim against the Company for the issuance of 38,000 shares
of the common stock of the Company.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

1.   Press Release dated September 10, 1999

2.   Press Release dated November 3, 1999


                                   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 hereunto duly authorized.

Dated:  November 12, 1999                MID-STATE RACEWAY, INC.

                                         /s/   JOHN J. SIGNORELLI
                                         -------------------------------------
                                         Name: John J. Signorelli


                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                         -------------------------------------
                                         Title

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                                INDEX TO EXHIBITS

Exhibit
Number         Description of Document
------         -----------------------
1.             Press Release dated September 10, 1999
2.             Press Release dated November 3, 1999



                                      -2-

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                                                    TROTTING NEWS
         VERNON                                       JIM MORGAN
       D O W N S                         Publicity and Public Relations Director
Vernon, New York 13476-0860                        (315) 829-2201

FOR IMMEDIATE USE--Sent September 10, 1999

                  NEW INVESTORS TAKE THE REINS AT VERNON DOWNS

     VERNON--At a meeting on Wednesday, September 8, the Board of Directors of
Mid-State Raceway, Inc. (Vernon Downs) approved the completion of a stock
purchase agreement with an investor group comprised of John Signorelli, Dominic
Giambona, Wesley Wendt, Sr. and others, which constitutes a majority interest in
the Central New York racetrack.

     The stock purchase agreement provides a $1.5 million cash infusion in the
company, insuring the continuation of live harness racing at Vernon Downs,
granting capital for improvements to the track's facilities and racing program
and positioning the Company for future growth and prosperity.

     The investment of the majority of the $1.5 million gives Messrs.
Signorelli, Giambona and Wendt, Sr. approximately one-third ownership in
Mid-State Raceway, Inc. This transaction is still awaiting final approval of the
New York State Racing and Wagering Board. These three individuals have also been
given an option to purchase additional shares in Mid-State Raceway, Inc., which,
should they choose to do so, will enable them to own a majority interest in all
shares of the Company.

     Messrs. Signorelli and Giambona hae been elected Direcotrs of Mid-State
Raceway, Inc., enriching the Board with their skills and experience in business,
finance and harness racing. To provide a seat on the Board, Mrs. Gwen Bennett
has resigned as a Director.

     Mr. Signorelli, Mid-State Raceway's new President and C.E.O., heads up a
management team consisting of Mr. Giambona as Vice-President and
investor/Director Paul V. Noyes as Secretary. James Wise remains Treasurer of
the Company. Mr. Wendt, Sr., who operates the track's food and beverage
concessions, is also a Director of the Company.

     Former President and C.E.O. Justice M. Cheney, who has run the Company's
day-to-day operations since December of 1997, remains a Director and will
continue as Vice-President and General Manager of Mid-State Raceway. Former
Secretary Jim Moran stays on as a Director, Publicity, Public Relations Director
and track announcer.

     The new management team plans, over time, to make Vernon Downs into one of
the premier settings for the presentation of harness racing, not only in New
York State, but throughout the country. Immediate plans call for the conversion
of Vernon's three-quarter mile racing strip into a seven-eighths mile track and
the return of major stakes competition to compliment New York Sires States
events.

     "We're delighted to make this investment in Mid-State Raceway, Inc. and we
wish to express our appreciation to the Board of Directors for accepting our
proposal," said Mr. Signorelli. "Our goal is to preserve and improve the live
harness racing program at Vernon Downs and we feel the Company is now in a
position to do that."

     Mr. Signorelli has been involved in the standardbred industry for more than
30 years and is currently the senior partner of the SUCCESS Financial Group, a
business consulting firm located in Mt. Kisco, NY. Mr. Giambona is a successful
real estate executive who was born and raised in Rome, NY.

     Vernon Downs generates approximately 1,500 jobs and has an annual economic
impact on central New York of more than $20 million.


<PAGE>

                             MID-STATE RACEWAY, INC.

                                     VERNON

                                   D O W N S


FOR IMMEDIATE USE--Sent November 3, 1999
-----------------

                    SETTLEMENT ANNOUNCED IN LAWSUIT BETWEEN
                   BENNET FUNDING AND MID-STATE RACEWAY, INC.


     VERNON, NY--John Signorelli, President/CEO of Mid-State Raceway, Inc., a
public company located in Vernon (MRWY), today announced the settlement of a
lawsuit between Bennett Funding, Inc. and Mid-State Raceway, Inc.

     In regard to this determination, the parties have agreed to settle the
Bennett bankruptcy estate's claim against Mid-State Raceway for 38,000 shares of
common stock in the company, which operates the Vernon Downs racetrack. They
have also agreed to provide each other with general releases. The settlement is
subject to final approval by Judge Stephen D. Gerling in U.S. Bankruptcy Court,
Utica. A motion for such approval was submitted last Thursday (Oct.28).

     In arranging for this settlement, Signorelli indicated that Mid-State
Raceway is not acknowledging any wrongdoing in the matter, but recognizes that
the bigger business interests of the company will be aided substantially by a
settlement of the suit and the avoidance of protracted litigation.

     "I believe that the fact that Trustee Breeded was willing to accept shares
in the company as compensation for settling this matter also sends a positive
signal of his support for Vernon Downs," Signorelli said. "With the settlement
of the lawsuit, plus the infusion of $1.5 million in new capital associated
with Mid-State Raceway's recent successful private placement offering, a new
business plan and management team, the door is open to restoring harness racing
for the benefit of not only the company's shareholders, but also the central New
York community."

                                      -30-

FOR ADDITIONAL INFORMATION. Please feel free to contact Vernon Downs, or the
office of John Signorelli (914) 241-0606.



P.O. BOX 860 o VERNON, NEW YORK 13476  o  TEL 315-829-2201  o  FAX 315-829-4384

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